S-1

As filed with the Securities and Exchange Commission on October 4, 2023

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PHI Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	4522	84-2513763
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2001 SE Evangeline Thruway

Lafayette, Louisiana 70508

(337) 235-2452

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Scott McCarty

Chief Executive Officer

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, Louisiana 70508

(337) 235-2452

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brian J. Lane Hillary H. Holmes Peter W. Wardle Gibson, Dunn & Crutcher LLP 1050 Connecticut Ave NW Washington, DC 20036 (202) 955-8500 David J. Miller
Stelios G. Saffos
Samuel D. Rettew
Latham & Watkins LLP
300 Colorado Street, Suite 2400
Austin, TX 78701
(737) 910-7300

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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 new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell such securities and it is not soliciting an offer to buy such securities in any state where the offer or sale is not permitted.

Subject to completion,

Preliminary Prospectus dated October 4, 2023

P R O S P E C T U S

  Shares

PHI Group, Inc.

Common Stock

$   per share

This is the initial public offering of PHI Group, Inc. We are offering    shares of our common stock.

Prior to this offering, there has been no public market for our common stock. We expect the public offering price will be between $   and $   per share. Currently, no active public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the New York Stock Exchange (the “NYSE”) under the symbol “ROTR.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See the section titled “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks that are described in the “Risk  Factors” section beginning on page 26 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share		Total
Initial public offering price	$		$
Underwriting discount and commissions(1)	$		$
Proceeds, before expenses, to us	$		$

⁽¹⁾ See “Underwriting” beginning on page 154 for additional information regarding underwriting compensation.

The underwriters have the option, for a period of 30 days after the date of this prospectus, to purchase up to an additional     shares from us, at the initial public offering price, less the underwriting discount and commissions.

The underwriters expect to deliver the shares of common stock on or about  , 2023.

Barclays     Goldman Sachs & Co. LLC

Evercore ISI Piper Sandler Raymond James BMO Capital Markets

Stephens Inc. Janney Montgomery Scott

The date of this prospectus is    , 2023.

TABLE OF CONTENTS

	Page
Industry and Market Data		ii
Trademarks, Tradenames and Service Marks		ii
Prospectus Summary		1
Risk Factors		26
Forward-Looking Statements		63
Use of Proceeds		65
Dividend Policy		66
Capitalization		67
Dilution		69
Management’s Discussion and Analysis of Financial Condition and Results of Operations		71
Business		95
Management and the Board of Directors		121
Executive Compensation		127
Principal Stockholders		136
Certain Relationships and Related Party Transactions		138
Description of Our Securities		140
Shares Eligible for Future Sale		146
U.S. Federal Tax Considerations for Non-U.S. Holders of Our Common Stock		150
Underwriting		154
Legal Matters		162
Experts		162
Where You Can Find Additional Information		162
Index to Financial Statements		F-1

Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.

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INDUSTRY AND MARKET DATA

The data included in this prospectus and, in particular, in the sections titled “Prospectus Summary” and “Business,” regarding markets and the industries in which we operate, including the size of certain markets and our position and the position of our competitors within these markets, are based on publicly available information, reports of government agencies and published industry sources, including HeliOffshore, Wood Mackenzie, IBISWorld, Air & Sea Analytics and the American Medical Association.

In presenting this information, we have also made certain estimates and assumptions that we believe to be reasonable based on the information referred to above and similar sources, as well as our internal research, calculations and assumptions based on our analysis of such information and our knowledge of, and our experience to date in, our industries and markets. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market share data. In addition, customer preferences are subject to change. While we believe such information is generally reliable, we have not independently verified any third-party information and data from our internal research has not been verified by any independent source.

Projections, assumptions, expectations and estimates of our future performance and the future performance of the industries and markets in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors” and “Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business and that appear in this prospectus. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies which, to our knowledge, are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ^® or ^™ symbols, but the absence of such symbols does not indicate the registration status of the trademarks and is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to such trademarks and trade names.

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PROSPECTUS SUMMARY

The following is a summary of material information discussed in this prospectus. The summary is not complete and does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and the related notes thereto, each included elsewhere in this prospectus, before making an investment decision to purchase shares of our common stock. Some of the statements in this summary constitute forward-looking statements. See the section titled “Forward-Looking Statements.” References to “we,” “our,” “us,” “PHI” and the “Company” refer to PHI Group, Inc., together with its consolidated subsidiaries.

Company Overview

We are a leading provider of flight services for the global oil and gas exploration and production industry and the air medical industry, based on our fleet of mission-specific and in-demand aircraft, safety track record, long tenure with key customers and nearly 75 years of operating history. We provide safe and reliable transportation of personnel to, from and among offshore platforms for our oil and gas customers, as well as air medical transportation for patients to hospitals and other treatment centers. We believe we are a recognized industry leader in safety across our peer group, with zero accidents in our oil and gas operations from 2018-2022, and the lowest accident and fatality rates among major air medical operators since 2010. We hold a significant market position with our upstream oil and gas customers in the Gulf of Mexico, and we also conduct business in other major international markets, including Australia, Canada, Trinidad, New Zealand, the Philippines, West Africa and the Mediterranean.

In addition to the flight services that we provide our customers, our state-of-the-art, 170,000 square foot Lafayette, Louisiana facility includes a full suite of helicopter maintenance, repair and overhaul (“MRO”) capabilities. Our MRO resources allow us to service, update and modernize our fleet and those of third parties, such as our customers, other fleet operators, original equipment manufacturers (“OEMs”) and certain of our peers. In addition, we license the use of Helipass, our proprietary and industry-leading suite of smart logistics software services for passenger check-in, compliance verification and overall client operations and logistics management. Helipass is available to both our customers and other fleet operators in several locations globally.

We are on the cutting edge of new helicopter deployment and thought leadership, which we believe further differentiates us from our peers. We have a history of being selected by our customers and suppliers to “route-prove” new aircraft models under real world conditions, providing developmental feedback to improve reliability and performance. We have been involved in the development and initial deployment of several airframe types, including the first operational deployment in 2004 of the Sikorsky S-92, a key ‘workhorse’ model for offshore oil and gas operations. More recently, in 2021, Airbus and Shell selected us to route-prove the Airbus H160, a next generation medium helicopter, for offshore use in the United States, and we are seeking to similarly partner with Bell to route-prove its 525 model aircraft in certain markets. Our route-proving activities create synergistic relationships among us, the OEMs and our customers, with PHI at the center, and allows us to learn and refine our operations in collaboration with key industry participants.

As of June 30, 2023, we operated a fleet of 216 aircraft, 107 of which serve offshore oil and gas customers through our PHI Americas and PHI International segments, and 109 of which serve air medical customers through our PHI Health segment. We own approximately 89% of our fleet, which is comprised of 34 heavy helicopters (17 owned), 43 medium helicopters (39 owned), 130 light helicopters (128 owned) and five fixed-wing aircraft (all owned). Additionally, through our PHI Health segment, we operate four customer-owned helicopters. The aircraft we use to serve our oil and gas customers are equipped with highly advanced avionics and have been outfitted to meet the demanding specifications of our customers. In addition, our in-house MRO capabilities allow us to service and refurbish older aircraft and aircraft components to extend the useful life of our fleet, a key differentiator amongst our competitors.

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The principal customers of our PHI Americas and PHI International segments are major and super-major integrated energy companies, independent exploration and production companies and energy services companies. Our PHI Health segment serves patients directly, as well as hospitals and emergency service providers. We believe our long-standing relationships with blue-chip and other key customers are a result of our leadership in safety, operational excellence and our industry-leading suite of offerings that enable us to provide high-quality personalized customer service.

The breakdown of revenue from our PHI Americas, PHI International and PHI Health segments as a percentage of total revenue for the last two fiscal years is set forth in the table below. For financial information regarding our operating segments, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 23, Business Segment Information, in the notes to our consolidated financial statements included elsewhere in this prospectus.

Segment	2022			2021			2020
PHI Americas		40.2	%		38.7	%		38.5	%
PHI International		19.9	%		17.6	%		17.0	%
PHI Health		39.9	%		43.7	%		44.5	%

Our Segments

We conduct our business through three segments: PHI Americas, PHI International and PHI Health. We provide transportation services to our offshore oil and gas exploration and production customers through our PHI Americas and PHI International segments and to the air medical transportation market through our PHI Health segment. We have a strong and diversified customer base with long-standing relationships across our segments. Our oil and gas customers include some of the largest global blue-chip companies in the industry, with business relationships spanning more than 30 years with several of these customers. While our primary PHI Health customers are the patients we transport, we also contract with some of the largest healthcare providers and institutions in the United States.

A summary of certain segment financial measures is provided in the table below.

	2022				2021				2020
	Revenue		Adj. EBITDA(1)		Revenue		Adj. EBITDA(1)		Revenue		Adj. EBITDA(1)
PHI Americas	$	305,969	$	60,426	$	266,984	$	52,354	$	237,950	$	35,039
PHI International		151,264		17,742		121,561		23,830		105,318		21,675
PHI Health		303,053		44,900		302,020		66,440		275,114		44,883

(1) For purposes of evaluating segment profit, our chief operating decision maker reviews segment Adjusted EBITDA as a basis for assessing performance and allocating resources. See Note 23, Business Segment Information, in the notes to our consolidated financial statements included elsewhere in this prospectus.

PHI Americas

Our PHI Americas segment, headquartered in Lafayette, Louisiana, provides helicopter services primarily for major integrated and independent oil and gas exploration and production companies, transporting personnel and, to a lesser extent, parts and equipment, to, from and among, offshore platforms in the Gulf of Mexico and off the coast of Trinidad. This segment also includes helicopter MRO services provided out of our purpose-built state-of-the-art 170,000 square foot facility, technical services for government customers and our proprietary Helipass software offering, which provides passenger check-in and compliance verification software services to customers. As of June 30, 2023, we operated 80 aircraft out of eight bases in this segment.

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PHI International

Our PHI International segment, headquartered in Perth, Australia, provides helicopter services primarily for major integrated and independent international oil and gas exploration and production companies, as well as mining companies transporting personnel or equipment within a number of foreign countries such as Australia, New Zealand and the Philippines, and in West Africa and the Mediterranean. We also derive revenue in these international markets from search and rescue operations. As of June 30, 2023, we operated 27 aircraft out of eight bases in this segment.

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PHI Health

Our PHI Health segment is headquartered in Phoenix, Arizona and provides air medical transportation services for patients to hospitals and other treatment centers within the United States. The segment also includes our patient navigation business that we commenced in 2015, pursuant to which we provide hospitals with patient transfer logistics services, as well as PHI Cares, our annual subscription offering that provides members with medically necessary transport for an annual membership fee. As of June 30, 2023, we operated 109 aircraft, inclusive of four customer-owned aircraft, out of 82 locations in 17 states in this segment.

Our Operations

Oil and Gas

Oil and gas exploration and production companies and other offshore oil service companies use our services primarily for routine transportation of personnel and equipment, transportation of personnel during medical and safety emergencies and evacuation of personnel during the threat of hurricanes and other adverse weather conditions. We safely and reliably provide the following transportation services to our customers:

• Passenger Transport – We transported approximately 400,000 passengers in offshore oil and gas operations during the year ended December 31, 2022. We have logged millions of passenger transport-related flight hours over our 75-year operating history and have an average tenure for pilots and maintenance personnel of nine and 14 years, respectively. Our highly trained flight operations personnel and crews are strategically positioned near active offshore energy basins and stand ready to mobilize quickly to safely transport passengers.

• Search and Rescue – Our team is experienced in supporting and providing search and rescue and Medevac helicopter services to support both onshore and offshore operations. Our diverse and well-equipped fleet and global presence allow us to respond quickly to emergencies in remote and inhospitable environments.

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Our primary strategic focus in our oil and gas operations is servicing operators in the deepwater regions of the Gulf of Mexico and our international offshore markets. Based on 2022 revenue, approximately 68% of our operations are focused on customers engaged in production activity, which are consistent operations linked to resource life, resulting in relatively predictable revenue streams. We also service exploration operations and believe establishing relationships with customers during this early-stage process is key to ultimately procuring longer-term contracts associated with production activity at the same locations.

Most of our contracts with oil and gas companies are for longer terms, often between three and ten years. However, the anticipated resource life of producing assets tends to be longer than our typical contract length, and we believe that our incumbency with customers provides a significant competitive advantage in extending these long-term relationships, spanning multiple contract renewals. We also enter into shorter, fixed-term contracts in connection with exploration activity that span one to three years in length. We use an ad hoc revenue model in even shorter-duration activities, typically one year or less, and include a higher variable flying hour charge relative to our fixed-term contracts. Customers will sometimes fly in amounts in excess of expectations, resulting in labor overtime and accelerating the need for repairs and maintenance. The contract model for our search and rescue offering consists of a combination of a monthly standing charge and an hourly flying charge at higher rates than our oil and gas contracts due to the aircraft modification and on-flight rescue and medical crew required.

Air Medical

We provide air medical transportation services for patients needing transport to hospitals and other treatment centers in the United States. Air medical transportation is a core component of healthcare infrastructure, with a total addressable market in 2022 of approximately $4.5 billion in the United States, according to IBISWorld. Almost half of the U.S. industry is composed of regional air medical companies or independent operators. We believe that the fragmented nature of the U.S. air medical space provides us with significant organic and bolt-on growth opportunities.

Our PHI Health segment operates primarily under the independent provider model (“IPM”), and, to a lesser extent, under the traditional provider model (“TPM”). Under the IPM, we have no contracts or fixed revenue stream and compete for transport referrals daily with other independent operators in those areas. This model provides care and transport directly to patients with urgent care needs, and requires us to hold the relevant medical licenses, provide our own medical staff, and collect payments from patients and insurance providers directly. Our reimbursement sources typically include Medicare, Medicaid, private insurance, customer self-payment and other government payors such as the U.S. Department of Veterans Affairs. Under the TPM, we contract directly with specific hospitals and healthcare providers to provide their medical transportation services, with the contracts typically awarded through competitive bidding. We also have a limited number of contracts with hospitals using the cooperative provider model, under which we provide services on an “a-la-carte” basis in lieu of full service, catering to specific client needs.

Our aircraft are dispatched in response to transport requests from hospitals or local emergency personnel, such as first responders at the scene of an accident. Approximately 70% of our total transports are inter-facility and 30% are scene transports.

Revenue from the IPM model consists of flight charges billed directly to patients, their insurers or governmental agencies. In the period that services are provided, we record revenue net of a significant portion of allowance for contractual discounts and uncompensated care. We analyze our actual collections by payor category and estimate the contractual allowances and uncompensated care. We adjust these allowances periodically based upon each category’s collection plus any adjustments for current trends in payor behavior. The TPM service revenue consists of fixed monthly fees and hourly flight fees under exclusive operating agreements with hospitals or other institutions. Both monthly and hourly flight fees are generally subject to annual contractual increase.

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Our Fleet

We primarily own the helicopters used in our operations, but also lease aircraft or operate customer-owned aircraft when we believe it is strategically beneficial. We also operate fixed-wing aircraft in our air medical operations. Consistent with industry standards, we classify our helicopters as light (typically up to six passengers), medium (typically up to 12 passengers) or heavy (typically up to 19 passengers), each of which serves a different set of transportation and technological needs. As of June 30, 2023, we owned or leased 212 aircraft, as listed in more detail in the table below.

Manufacturer	Type		Number in Fleet(1)		Engine		Maximum Passenger Capacity		Cruise Speed (mph)		Approximate Range (nautical miles)(2)
Light Aircraft
Bell		407		67		Turbine		4 – 6		130 – 150		300 – 420
Airbus		EC-135(3)		36		Twin Turbine		7		143		380
Airbus		BK-117 / H145(3)		5		Twin Turbine		4 – 6		150		400
Airbus		AS350-B3		22		Turbine		5		140		335 – 385
Medium Aircraft
Bell		412(3)		1		Twin Turbine		8 – 13		115 – 160		300 – 370
Sikorsky		S-76(3) A++, C++		22		Twin Turbine		12		150		400
Leonardo		AW-139 (3)		17		Twin Turbine		15		160		580
Leonardo		AW-109(3)		3		Twin Turbine		6		160		400
Heavy Aircraft
Sikorsky		S-92A(3)		34		Twin Turbine		19		160		495
		Total Helicopters		207
Fixed Wing
Lear Jet		31A(3)		1		Turbojet		8		527		1,435
Beech		King Air(3)		4		Turboprop		8		300		1,380
		Total Fixed Wing		5
		Total Aircraft		212

⁽¹⁾  In this table, we disclose the aggregate number of aircraft owned or leased by us or allocated to our operating segments. As of any particular date, a portion of our aircraft will be unavailable for service for a variety of reasons, including due to certain aircraft being maintained, refurbished, parked or laid-up pending deployment or sale. This table does not include four customer-owned aircraft that we operate.

⁽²⁾  Based on maintaining a 30-minute fuel reserve.

⁽³⁾  Aircraft equipped to fly under instrument flight rules (“IFR”), which are rules and regulations established by the U.S. Federal Aviation Administration (“FAA”) to govern flight under conditions in which flight by outside visual reference is not safe. IFR flight depends upon flying by reference to instruments in the aircraft flight deck, and navigation is accomplished by reference to electronic signals and instruments. See subsection titled “Business—Seasonal Aspects” and the section titled “Risk Factors.”

Of the 212 owned or leased aircraft in our fleet, as of June 30, 2023, we owned 189 and leased 23. The leased aircraft consist of 14 heavy and one medium aircraft currently used in our PHI Americas segment, three heavy, three medium and one light aircraft used in our PHI International segment and one light aircraft used in our PHI Health segment. We also operate four customer-owned aircraft in our PHI Health segment.

Our medium and heavy helicopters can fly day and night in a wider variety of weather conditions, travel over longer distances and carry larger payloads than light helicopters. These aircraft are required by many of our offshore oil and gas customers for crew changes on the large offshore production facilities and drilling rigs in the deepwater region of the Gulf of Mexico and international waters. Additionally, these aircraft have flight ranges of up to 580 nautical miles with a 30-minute fuel reserve, allowing us to service deepwater oil and gas operations up to 250 nautical miles offshore. We are also beginning to invest in super-medium aircraft such as the Airbus H175, which have a flight range of approximately 585 nautical miles. We operate 109 aircraft under our PHI Health segment, all of which are certified to fly under Visual Flight Rules (“VFR”), and approximately 45% of which are certified to fly under IFR, which enables pilots to fly in a wider variety of weather conditions versus VFR-only aircraft, and allows us to accept additional flight requests that would be missed or cancelled without this capability.

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Due to the lack of capital spending in the oil and gas industry over the last few years, driven by the downturn related to the global COVID-19 pandemic, OEMs shifted their focus to other industries and reduced inventories of aircraft parts and components to extremely low levels, with very limited production of helicopters. For example, no new Sikorsky S-92 heavy model aircraft have been produced in the last five years for the oil and gas industry. Further tipping the supply and demand imbalance, according to Air and Sea Analytics, since 2022, the oil and gas industry has recovered sharply with increased upstream investment, resulting in high demand for, and increased utilization of, industry-favored medium and heavy helicopters such as the Sikorsky S-92, Leonardo AW139, Leonardo AW189 and Airbus H175, as reflected in the table below.

Offshore Rotorcraft—Utilization

This rapid upturn in demand and spending, combined with the shift in focus by the OEMs, caused material supply chain challenges that have delayed parts and repairs for the industry-favored aircraft such as the S-92, thereby limiting the number of such aircraft that are serviceable today. Nevertheless, we have been able to secure orders for several of the limited number of available Airbus H175 production slots supported by strong customer interest in multiple regions at the time of order, with an option to order up to 18 additional H175 aircraft over the next five years. We believe that the Airbus H175 aircraft offers us an option to replace a significant part of our S-92 fleet, positioning us well for the expected growth and expansion in the oil and gas industry. We have also had a long-term relationship with Leonardo through the AW139 medium helicopter, and we are currently evaluating our options with Leonardo regarding the AW189 model.

Due to this limited supply of aircraft and recent increase in offshore oil and gas exploration and production activity, the overall demand for heavy and medium aircraft has dramatically increased, which has significantly reduced available supply and buoyed aircraft lease rates. Consequently, contractual rates to our customer have increased to reflect these supply and demand dynamics. Approximately 80% of our heavy and medium aircraft serving our PHI Americas and PHI International segments are under contract with a balanced mix of longer-term core customers and short-duration customer contracts. We believe we are well positioned to benefit from these industry dynamics, as well as to optimize our contract mix and strategically enter into longer-term contracts with our customers as lease rates increase.

Industry Overview

Offshore Oil & Gas Transportation Industry Overview

Offshore oil and gas transportation is a diverse industry that provides a range of services, including transportation of personnel and light equipment, emergency medical services and search and rescue. The offshore oil and gas transportation industry is critical to the energy sector, as helicopters are the preferred method of transportation to and from offshore oil facilities due to their ability to efficiently and safely travel long distances

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and their unique ability to land directly on offshore platforms. Timely, efficient and safe transportation of personnel and equipment to offshore installations is vital to the successful discovery and production of oil and gas from offshore basins. Furthermore, there can be high barriers to entry in the oil and gas industry. The cost of most newbuild medium and heavy aircraft can range from $19 million—$29 million. In addition, air operator’s certificates are required to operate out of each region and can require significant investment in personnel, systems, processes, infrastructure and aircraft to demonstrate airworthiness of the aircraft, proper training and systems, compliance with insurance requirements, sufficient ground infrastructure and that the personnel possess the requisite experience.

Current offshore oil and gas transportation industry growth is supported by an upswing cycle in oilfield services and offshore drilling activity. Offshore drilling has experienced a recent surge in growth due to increased demand for energy and generally higher oil and gas prices. According to the U.S. Department of the Interior Bureau of Ocean Energy Management, 86% of the remaining oil and gas resources in the Gulf of Mexico are in deepwater areas, and technological advancements that are enabling deeper and more efficient drilling methods, as well as the expansion of new offshore areas for exploration and production have also contributed to the increased activity in the offshore energy sector. According to Wood Mackenzie, from 2017 to 2022, the average annual capital expenditures related to offshore oil and gas drilling activities totaled approximately $189 billion, with such expenditures projected to increase to $202 billion in 2023, up 30% from the 2020 lows, and an annual average of $217 billion from 2023 to 2025. As offshore investment recovers from a multi-year period of underinvestment, the demand for helicopters to service offshore facilities has likewise increased.

Total Upstream Capital Spending ($BN)

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According to Wood Mackenzie, offshore floating rig count has decreased from 274 in 2017 to 211 in 2023. During that same period, offshore rig utilization has increased from 66% in 2017 to 75% in 2023. As offshore demand and capital spending are projected to rise while offshore rig count remains low, the trend of increased utilization should continue and drive demand for offshore helicopter transportation.

Floater Rig Count and Utilization

Healthcare Transportation Industry Overview

The air medical transportation industry plays a vital role in healthcare infrastructure, offering critical services for patients who require rapid and specialized emergency care or have specialized transportation needs due to their location. This industry is highly fragmented in the United States with numerous regional and independent companies.

In 2022, the total addressable market for air medical transportation was estimated to be approximately $4.5 billion in the United States, according to IBISWorld. Looking ahead, the healthcare sector is expected to experience increased demand for time-sensitive and specialized emergency care, further benefiting the air medical transportation industry. The American Medical Association estimates that more than 550,000 patients in the United States use air ambulance services every year and further estimates that 85 million people are unable to access healthcare in less than an hour of travel time without an air ambulance.

Several key factors serve as growth drivers for the air medical transportation industry:

• Aging Population: An aging U.S. population is expected to result in increasing demand for specialized medical services, including emergency medical care and related transportation. Elderly individuals often face complex health conditions and may require immediate transportation to specialized medical facilities. Air medical transportation offers a rapid and efficient means of reaching these specialized facilities. According to the U.S. Census Bureau, the U.S. population age 65 and older totaled 40.5 million in 2010, increased 38% to 55.7 million in 2020, and is projected to increase by 45% to 80.8 million by 2040.

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• Golden Hour: The term “golden hour” refers to the critical first hour following a traumatic injury or medical emergency, during which prompt medical intervention significantly increases the chances of positive outcomes. Further, in densely populated urban areas with limited road infrastructure, ground ambulances may encounter delays, hindering the timely arrival of medical assistance. Moreover, geographic obstacles such as mountains, bodies of water, poor roads and vast distances in rural regions can significantly lengthen trip time and impede or completely restrict ground transportation. Air ambulances overcome these barriers by quickly reaching otherwise difficult or inaccessible locations, playing a vital role in providing time-sensitive care to patients within this crucial period and under such conditions. By swiftly accessing and transporting patients to appropriate medical facilities, air ambulances can help reduce mortality rates, prevent complications and improve overall patient outcomes. We believe the mortality rates of patients transported by emergency helicopter are significantly reduced. According to a 2014 study conducted in the United States, trauma patients transferred by helicopter were 57% less likely to die than those transferred by ground ambulance, after adjusting for age, Injury Severity Score (scores severity of traumatic injury based on worst injury of six body systems) and gender.

• Closures of Rural Hospitals: The closure of rural hospitals has become an increasingly prevalent trend in many regions due to financial challenges, low patient volumes and difficulties in attracting healthcare professionals to rural areas. Consequently, residents in rural communities often face limited access to essential medical services, including emergency and other specialized care. Air medical transportation can serve as a vital link between these underserved rural areas and advanced medical facilities located in urban centers enabling patients to quickly and safely reach specialized facilities where they can receive the necessary treatment.

We believe that these trends will drive continued demand for air medical transportation and present an opportunity for continued geographic expansion and utilization growth for our fleet.

The “No Surprises Act” (“NSA”), enacted by the U.S. Congress on January 1, 2022, is a significant piece of legislation impacting the air medical transportation industry that was designed to protect patients from unexpected medical bills resulting from out-of-network care. The NSA protects patients by, among other things, prohibiting surprise bills and out-of-network cost-sharing because patients cannot be charged more than in-network cost-sharing for most emergency services, including those that are out-of-network. We believe the NSA will allow providers to focus more directly on the patients’ needs instead of the patients’ financial liability. The NSA also requires disputes between providers, such as air ambulance operators, and payors, such as insurance companies, regarding out-of-network payment to be settled through independent dispute resolution (“IDR”) arbitration. Although the NSA focuses primarily on preventing surprise medical bills, it was also meant to encourage more providers and insurers to adopt in-network coverage to avoid the IDR process. We also believe that first responders and medical personnel may be more inclined to utilize air ambulances for patients due to the lower risk from limits on patient financial obligations.

Competitive Strengths

Exceptional Safety Records and Protocols

We have played a significant role in advancing and strengthening safety standards in the helicopter transportation industry. Air transport for offshore oil and gas operations presents unique challenges that require heightened safety protocols. We have developed a leading safety reputation in the oil and gas industry, and we believe we are a recognized industry leader in safety across our peer group, with zero accidents in our oil and gas operations from 2018-2022, and the lowest accident and fatality rates among major air medical operators since 2010. We believe that customers recognize this commitment to safety, and select us to partner with them in route-proving next generation aircraft under realistic operational conditions. Our dedication to safety has also earned us

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endorsements from regulatory authorities, such as the FAA, solidifying our position as a trusted and responsible industry leader. To ensure continued excellence, we have made significant investments in safety over our nearly 75-year operating history, including:

• Night Vision – We were the first in the industry to equip all our aircraft operating under our PHI Health segment with night vision goggles, significantly enhancing visibility and situational awareness during low-light conditions. This pioneering move underscores our commitment to going above and beyond regulatory requirements to provide a high level of safety for our crew and passengers.

• Real-time Monitoring – In our U.S. oil and gas operations, we were the first to introduce real-time monitoring systems and programs that continuously collect and analyze crucial data during flights. This data-driven approach enables us to better identify potential risks and take proactive measures to mitigate them, improving flight safety and security.

• Enhanced Operational Control Matrix – Another groundbreaking initiative, our operational control matrix is a comprehensive framework that enables us to maintain meticulous oversight of flight operations and adherence to stringent safety protocols at all times. The two key aspects of our operational control include requiring additional fuel when certain weather condition indicators are marginal and preemptively ceasing flight operations when certain environmental conditions indicators reveal hazardous or potentially life-threatening situations. Through constant monitoring and evaluating various operational, weather and environmental factors, we can identify leading indicators to enhance safety for our employees and passengers.

• Virtual Co-Pilot Voice Support – Recognizing the critical role communication plays in ensuring safe flight operations, we believe we were the first in the industry to implement virtual co-pilot voice support technology to provide an extra layer of support for our pilots. This approach has been adopted to enhance PHI’s operational control procedures, and further demonstrates our commitment to setting the highest safety standards in the industry.

Through these and other initiatives, we have been able to move closer to our goal of “Destination Zero” – zero flight accidents, zero personal injuries and zero preventable occurrences of accidents or injuries. The table below, based on data collected by HeliOffshore, reflects the number of accidents reported by Airbus, Bell, Leonardo and Sikorsky (the “Western OEMs”) involving their aircraft in offshore operations from 2018 to 2022.

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Exceptional safety continues to define our culture and remains our top investment priority. Our current initiatives include Line Operations Safety Audit programs, Fatigue Risk Management System, Flight Path Management and others. We aim to uphold the highest standards of safety and operational integrity through unwavering focus and deliberate action. For example, prior to contracting for the new Airbus H160, which will soon be one of the latest models in our fleet, we thoroughly vetted the aircraft to ensure that it not only meets our rigorous safety standards but also pushes upwards the overall safety standard for next generation aircraft. Prioritizing safety and operational integrity, the H160 is manufactured to meet the requirements of the International Association of Oil & Gas Producers (IOGP 690 best practices), the industry-leading safety standards. As part of our route-proving for the H160 aircraft, we also play an equally important role of implementing the highest safety operating procedures, which is foundational to the success of our business.

Established Track Record with Top Tier Customers and Helicopter OEMs

We have developed strong and enduring relationships with key blue-chip companies in the oil and gas and healthcare industries. We believe these relationships demonstrate our industry and operational credibility and provide financial stability and an opportunity for growth with our customers.

In the oil and gas industry, we have established relationships with leading companies including BP, Shell, ENI, INPEX, Woodside Energy and ExxonMobil Corporation. These relationships, many of which span multiple decades, highlight the trust and confidence that these customers have in us. For example, in October 2022, we signed a new 10-year, multi-aircraft agreement and contract amendment with BP, a historic milestone in our over 40-year relationship. By providing exceptional service and meeting our customers’ demanding needs, we believe we have become a preferred service provider in the oil and gas industry.

Similarly, in our PHI Health segment, we have enduring relationships with leading healthcare providers. Notable customers include the Cleveland Clinic, the Nicklaus Children’s Hospital, Children’s Hospital of San Antonio, Medical City Dallas, Children’s Mercy Hospital at Kansas City, Rico Aviation, the University of Kentucky and University Hospitals Cleveland Medical Center, St. Vincent in Indiana. We believe that our long-term relationships with key healthcare partners, averaging 12 years with our major hospital customers, are a testament to our ability to deliver reliable and high-quality services.

Our history of route-proving partnerships with, and introducing new aircraft for, OEMs in the offshore oil and gas industry has enabled us to successfully negotiate flexible frame agreements with our OEM partners. These agreements typically provide us with a right-of-first-refusal on manufacturing slots for certain new-build aircraft to ensure we have the available fleet capacity necessary to serve our customers.

Leveraging Global Footprint to Serve Large and Growing Markets Benefitting from Strong Industry Tailwinds

We service the oil and gas industry on a global scale, leveraging strategically positioned facilities that give us a significant presence in key regions. We hold a significant market position with our upstream oil and gas customers in the Gulf of Mexico, and we also conduct business in other major international markets, including Australia, Canada, Trinidad, New Zealand, the Philippines, West Africa and the Mediterranean. The offshore oil and gas sector continues to be a vital source of energy production, with ongoing exploration and production activities in offshore basins worldwide. Helicopters are extensively used for personnel transfer, logistics support, emergency response and maintenance operations in offshore oil and gas projects. Many offshore oil and gas fields are located in remote deepwater locations characterized by harsh weather conditions, some of which can only be reached efficiently and in a cost-effective manner by helicopters. Our widespread geographic presence enables us to capitalize on these opportunities and meet the demands of different markets and customers effectively.

Our PHI Health segment operates within the United States and our geographic strategy is designed to serve areas of highest demand. To ensure comprehensive coverage, we have 82 locations across the West, Southwest,

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Southeast, Midwest and Northeast regions spanning 17 states as of June 30, 2023. We believe that the secular tailwinds impacting this segment provide a path for us to continue to grow steadily. We expect that the overall healthcare sector will continue to benefit from the increased demand for rapid and specialized emergency care, while changes in the legislative landscape create opportunities for our air medical business. An aging population, closure of rural hospitals, advancement in medical technologies and the essential need for emergency services during the “golden hour” provide us with an opportunity to capitalize on a fragmented market.

Our MRO services, which support internal and external customers in the maintenance and repair of their fleets, are core to our business and provide an additional potential source of revenue. At our state-of-the-art, FAA Part-145 certified facility in Lafayette, Louisiana, we offer services ranging from routine maintenance and inspections to complex modifications. Our team of highly trained technicians and experts have proven experience and are trained and certified to service a wide range of aircraft models and engine types. This combination allows us to deliver reliable and differentiated service meeting the needs of both our customers and regulators.

We believe we are well positioned to leverage our geographic breadth to benefit from favorable and accelerating secular growth trends in our markets.

Improving Contract Terms to Reduce Downside Risk

Recently, we have successfully begun revising certain contract terms and conditions in some of our customer agreements to enhance our competitive positioning by reducing operational risks. One of the more meaningful changes relates to termination for convenience clauses that, historically in our industry, have entitled customers to terminate contracts with 30- to 90-days’ advanced notice and often without significant consequences. To mitigate the downside risk, when negotiating new contracts or extensions of existing agreements, we now aim to significantly curtail or remove these clauses or impose termination penalties, which we believe will help bolster our competitive position. We anticipate pursuing similar updates as we engage in future new contract or contract-renewal negotiations. We believe that our recent success in reducing contractual risks is a direct result of our long-standing relationships with customers who continue to support the initiatives and measures that have the potential to strengthen our future success.

In light of the recent upswing in demand for helicopter transportation in our industries, we are also introducing improved protection in our contracts for inflation and certain other cost increases, including an uncapped inflation escalation clause (compared to historical industry norm inflation caps of 2% to 3%). These new measures account for the specific cost drivers in our industry while avoiding fixed or arbitrary indices that were often used in the past. We are also building safeguards into our contracts which specify minimum and maximum activity levels against the contracted fleet for both fixed and variable charges with repricing triggering events that better protect us against unforeseen lost revenue or operational cost increases created by varying activity levels. In certain instances we are also attempting to shift contract profit economics towards fixed monthly standing charges, better protecting revenue regardless of customer usage levels.

We are also generally seeking to extend the length of contracts with certain key customers, including most recently with BP in October 2022. These longer-term contracts, with terms up to ten years in certain circumstances, are a departure from industry norms, and when combined with more meaningful downside protections, further solidify our market position.

Although we have not yet implemented these changes in a material number of our contracts, we have already enjoyed success in implementing many of these terms in recent contract renewals, and believe we will continue to improve future contracts as well, limiting potential downside across our revenue streams. We believe these measures will also enable us to better plan strategic investments in our fleet and infrastructure and enable us to better serve our customers, benefiting our business in the short and long term.

See the section titled “Business—Customers” for additional information regarding our contracts with our top three customers.

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Strong Financial Performance in Growth and Profitability

After successfully emerging from Chapter 11 bankruptcy protection in September 2019, we strategically transformed our financial policies to prioritize a conservative balance sheet, disciplined growth and robust cash flow generation. This shift in approach not only restored our stability, but we believe it has provided us with incremental financial flexibility relative to our competitors and solidified our market position in the industries in which we operate.

Our steadfast commitment to excellence, combined with industry leading safety and strong customer relationships, has driven impressive financial results. Over the period from 2020 to 2022, despite the challenges brought on by the COVID-19 pandemic, we achieved a notable revenue compound annual growth rate (“CAGR”) of 10.9%, a testament to the resilience and strength of our business. We attribute this growth not only to our commitment to quality but also to our diligent efforts in improving profitability through the implementation of stringent cost control measures and streamlining of operations. As a result, our focused strategy has yielded net income and Adjusted EBITDA growth, with CAGRs of 91.4% and 10.1%, respectively, from 2020 to 2022. Adjusted EBITDA is a non-GAAP measure. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non- GAAP Financial Measures” for a discussion of Adjusted EBITDA, including how it is calculated and the reasons why we believe it is useful to investors, as well as a reconciliation thereof to the most directly comparable GAAP measure.

These achievements not only reflect our superior performance but also position us to capitalize on numerous growth opportunities and strengthen our presence in the industries we serve.

Strong Focus on Sustainability and Environmental, Social, and Governance Initiatives

Through our environmental, social and governance (“ESG”) efforts, we seek to operate our business responsibly to meet the needs of stakeholders today, with a focus on what our people, customers, communities, and the environment will need from us tomorrow. We aim to embed sustainable business practices into our business and operations so that we can reduce our impact on the environment, invest in our people, contribute to regions where we do business and return value to our stockholders. Our approach to ESG encompasses four priority areas:

• Culture, Career & Opportunities for Our People: We strive to ensure our teams reflect the communities in which we operate by recruiting and developing a talented and diverse workforce and promoting a culture that nurtures each employee’s full potential.

• Positive Presence in Our Communities: We work with local governments and stakeholders seeking to be a positive presence in the communities where we operate by contributing to equitable economic growth and development, and by promoting local employee engagement.

• Environmental Stewardship: We are committed to managing our environmental footprint and partnering with our customers, stakeholders and the aviation industry to develop innovative solutions and services to become better stewards of the environment, and to support the global transition to renewable energy sources.

• Responsible and Ethical Business Practices and Policies: How we conduct ourselves and how we engage with others is just as important to us as the services we deliver. We seek to govern our business in a responsible and ethical way to support the vital role we play in a global marketplace.

Recent investments in new initiatives that demonstrate our commitment to these priorities include:

• our transition to a new human resources information technology system, Workday, which we expect will provide greater resources to employees and people leaders;

• our completion of a pilot project to analyze fuel efficiency at our New Plymouth, New Zealand site;

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• our white paper on Sustainable Aviation Fuel (“SAF”) and SAF advisory group, convened to explore options to meet our customers’ needs;

• our partnership with an OEM of autonomous medium lift logistics vehicles, a lower emissions vertical lift aircraft; and

• our launch of The Women’s Network to provide support, mentoring and professional development to our staff and to encourage women in our local communities to pursue a career in aviation where only 6% of helicopter pilots are female.

Experienced Management Team with a Proven Track Record of Growth

Our senior management team is composed of seasoned executives with significant experience and a strong track record of operational excellence. Led by our Chief Executive Officer, Scott McCarty, our senior leaders have overseen a successful transition from our 2019 emergence from bankruptcy, driving significant revenue and margin growth. Mr. McCarty brings an abundance of leadership experience through his prior public company board appointments and his military experience as a graduate from the U.S. Military Academy at West Point and service as a captain in the U.S. Army. Jason Whitley, our Chief Financial Officer, has amassed a wide array of finance experience through his roles at a number of Fortune 500 and multi-national companies, including Siemens, Motorola and Procter & Gamble. Collectively, our management team brings a vast array of experience, depth of knowledge and domain expertise that will drive future growth plans.

Company Strategy

We are focused on the following strategic company initiatives:

Maintain Our Exceptional Safety Track Record.

We aim to uphold the highest standards of safety and operational integrity through unwavering focus and deliberate action. We have an organizational culture designed to ensure excellence in safety and reliability across our operations. Central to this culture is our commitment to “Destination Zero”- zero flight accidents, zero personal injuries and zero preventable occurrences. We believe that customers place significant value on these attributes and that they are instrumental in winning new contracts. Our current initiatives include Line Operations Safety Audit programs, Fatigue Risk Management Systems, Flight Path Management and others.

Exceptional safety defines our culture and remains our top investment priority for the future. We invest heavily in maintaining cutting-edge technology and practices to remain an industry leader in operational safety and reliability. For example, we continue to invest in updating our equipment, critical systems and procedures in an effort to maintain our industry leadership in safety and reliability.

Our partnerships with our customers and suppliers in route-proving aircraft, while demonstrating our reputation as a leader in safety and reliability, also provide us with a “first mover” advantage in further developing our operational experience and safety procedures with the newest and most capable aircraft in the industry. We are also a founding member of HeliOffshore, a global, safety-focused association for the offshore helicopter industry, and have held a board seat since the founding of the organization in 2014. Finally, we apply the lessons learned from the heightened safety demands for complex offshore operations to our air medical transport operations, which we believe allows PHI Health to raise the standard among its peers in safety and reliability.

Maintain balance sheet strength and ample liquidity throughout market cycles.

We believe we have capitalized on the financial profile established through our 2019 Chapter 11 bankruptcy process by maintaining financial stability and liquidity through varying market conditions. Our strategic

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approach encompasses prudent financial management, operational excellence and proactive risk mitigation to achieve these goals. In particular, our strategy is focused on debt management and capital structure optimization. We have effectively reduced our debt burden, strengthening our balance sheet, and we plan to leverage this stability with prudent financial stewardship. We are committed to closely monitoring our debt and liquidity levels and maintaining a healthy debt-to-equity ratio to establish a sustainable financial position capable of withstanding market fluctuations. We believe that, given our focused strategy, our balance sheet is strong relative to our industry peers.

Recognizing the significance of maintaining adequate liquidity, we have also implemented robust cash flow forecasting and working capital management practices. By diligently monitoring our cash inflows and outflows, optimizing our working capital cycles and establishing effective cash reserves, we maintain what we believe to be adequate liquidity buffers to navigate potential market challenges and uncertainties.

Invest in aircraft while expanding our geographic footprint in our PHI International and PHI Health segments.

We believe growing and maintaining an advanced and diverse fleet in the geographies representing our existing and potential customers’ highest demand markets is essential to our continued growth and success. By focusing on these high demand areas, we believe we can most efficiently deploy capital where the returns are highest to drive stockholder value and enable substantial growth. To that end, we anticipate acquiring additional aircraft that most directly serve the needs of our oil and gas customers, including the H175, as well as another new generation aircraft, for which we are in late-stage negotiations. In addition, we were chosen by Airbus and Shell to become their partner to launch the “route-proving” program for their next generation medium helicopter, the H160.

In our PHI International segment, we are striving to enter into or enhance our presence in markets that represent our oil and gas customers’ most intense capital expenditures, such as Latin America, the Mediterranean and West Africa, and continue to add new customers in our existing markets, such as Western Australia.

In our PHI Health segment, we are planning to expand in the United States regions we believe are most affected by rural hospital closures and demographic trends that increase demand for rapid and potentially long-distance medical transport. We intend to capitalize on base closures by our competitors, gain market share by partnering with more hospitals and other healthcare organizations, and leverage our relative financial strength to grow our market presence in multiple geographies.

Improve profitability by continuing to implement improved contract terms and focusing on continued success under regulatory updates.

We believe we have multiple avenues towards improving our future profitability, including continuing to pursue improved contract terms, and continuing to focus on our practices that have led to our historical success under recent regulatory updates pursuant to the NSA.

In our PHI Americas and PHI International segments, we expect to continue incorporating improved contract terms which we believe will better protect long-term revenue streams and unanticipated cost increases, including those related to inflation and other factors that are outside of our control. We anticipate the increasing prevalence of these terms will protect existing and future revenue generation as we expand into additional markets. Demonstrating our commitment to fostering long-term partnerships with key customers, we will continue to look for opportunities to extend the duration of contracts with certain key customers. Additionally, to ensure our revenue streams in our PHI Americas and PHI International segments, we seek to incorporate minimum levels of variable charges. We believe this provides downside protection where our customers’ flight hours drop below a minimum threshold, giving us an ability to reprice our services to maintain a sustainable level of revenue.

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Since the enactment of the NSA, we have experienced successes in IDR claims. We believe these results have been driven in part by, and our positions taken in the IDR proceedings are based on, our history of charging fair prices, our superior quality of care provided to patients and what we believe is the outstanding quality and outcomes of our services. We also committed meaningful resources to prepare for the implementation of the NSA, including the IDR process, which we believe has also benefited our win rate, which currently exceeds the industry average of 71% where the initiating party was also the prevailing party according to the Centers for Medicare and Medicaid Services Federal Independent Dispute Resolution Process-Status Update. While the NSA limits out-of-pocket amounts payable by patients, we have been able to maintain our profitability through our early success with IDR claims. We also believe the new structure may encourage providers to utilize air ambulance services for their patient transport needs given the NSA’s mitigation of patient financial obligations. We are focused on ensuring our ability to navigate these changes in a manner that will benefit our business.

Continue leveraging value-added services, including Helipass, MRO and PHI Cares.

Our core flight operations are supplemented by our smart logistics solution, Helipass, which we believe enables a smarter, safer and better customer experience and is ultimately accretive to our overall margins. This service is not only utilized by our customers but has proven to be a key competitive differentiator as evidenced by the demand for the licensed use of Helipass by our industry peers as well as oil and gas companies that do not contract with us for flight services. We anticipate leveraging our upfront investment in the development of Helipass to drive recurring SaaS fees from our flight operation customers and third parties alike.

Similarly, we generate supplemental revenues through our MRO capabilities, which not only service our owned and leased aircraft, but are also utilized by third party owners, including governmental agencies, OEMs and leasing companies. While our MRO operations are critical to demonstrating our industry-leading know-how and capabilities, as well as differentiating us from our competitors in our relative breadth of service offerings, they also provide us with an additional growth opportunity, particularly in light of increasing scarcity of qualified technicians and supply chain constraints.

We have also opportunistically developed value-added services to complement our PHI Health segment, namely our PHI Cares offering, which is a long-term, higher margin initiative. Our PHI Cares offering is structured as an annual subscription, which provides members with a fixed out-of-pocket cost for medically necessary transport, while generating strong recurring revenue and profitability regardless of whether we fly. We plan to leverage Helipass, MRO and PHI Cares to drive volume and provide additional fixed recurring revenues across all our segments.

Recent Developments

Preliminary Estimated Unaudited Financial Results for the Three Months Ended September 30, 2023

Based on preliminary financial and operating results for the three months ended September 30, 2023, we expect to report:

• Operating revenues—net of approximately $     to $    ;

• Flight hours—PHI Americas and PHI International of approximately      to     ; and

• Flight transports—PHI Health of approximately      to     .

The financial and operating data included herein are preliminary, estimated and unaudited, and based on information available to management as of the date of this prospectus. Actual results are subject to completion by

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management of our financial statements as of and for the three months ended September 30, 2023. We have provided ranges for certain of our estimated financial results described above primarily because the financial closing procedures for the three months ended September 30, 2023 are not yet complete as of the date of this prospectus. There is a possibility that our financial and operating results could vary materially from these preliminary estimates due to, among other things, further information learned during the completion of the quarterly close and financial reporting review process, which may alter the final results.

The estimated preliminary financial information set forth above has been prepared by, and is the responsibility of, our management. Deloitte & Touche LLP has not audited, reviewed or performed any procedures with respect to such preliminary financial information. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. These estimates are not a comprehensive statement of our financial results as of and for the three months ended September 30, 2023, and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. In addition, these preliminary estimates for the three months ended September 30, 2023 are not necessarily indicative of the results to be achieved in any future period.

The statements regarding estimated preliminary financial information above constitute forward-looking statements. Our estimates of results are based solely on information available to us as of the date of this prospectus and are inherently uncertain. We believe that such information and estimates are based on reasonable assumptions and reasonable judgment. Factors that could cause the actual results to differ include the discovery of new information that affects accounting estimates, management judgment or impacts valuation methodologies underlying these estimated results; the completion of our financial and other closing procedures and the preparation of our unaudited consolidated financial statements; and a variety of business, economic and competitive risks and uncertainties, many of which are not within our control, and we undertake no obligation to update this information, except as required by law. Accordingly, you should not place undue reliance on these preliminary estimated unaudited financial results. Our actual unaudited consolidated financial statements and related notes as of and for the three months ended September 30, 2023 are not expected to be filed with the SEC until after this offering is completed. See the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and “Forward-Looking Statements.”

Dividend

On September 8, 2023, our board of directors declared a cash dividend of $2.47 per share, payable to stockholders of record as of the close of business on September 19, 2023, resulting in an aggregate cash payment of approximately $59.9 million. This dividend also resulted in an automatic adjustment to the conversion ratio of each Creditor Warrant. The dividend also accrued to the benefit of holders of outstanding equity awards, the payment of which will be made if and when each award is ultimately settled.

Credit Facilities

On September 19, 2023, we entered into two new credit agreements which provide for an aggregate of $120.0 million in availability under the two revolving credit facilities and an aggregate of $40.0 million in borrowings under the two term loan facilities. The amount available under each revolving credit facility is reduced by the amount of outstanding letters of credit. The facilities mature on September 19, 2028. We used $20.3 million of the $40.0 million in proceeds from the new term loans to pay off our then-existing outstanding term loan balance and terminate our prior credit facility.

See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments.”

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Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” beginning on page 26 of this prospectus. This risk factor summary contains a high-level overview of certain principal risks and uncertainties that make an investment in our securities risky. These risks include, but are not limited to:

Risks Related to Our Business and Our Industry

• Our success depends heavily on our ability to maintain our safety record, and our customers’ perception of safety may be impacted by the broader industry, and customers may not differentiate our services from those of our competitors.

• Flight operations are inherently risky, and our insurance may be insufficient to cover our losses.

• We depend on a small number of large customers for a significant portion of our revenues.

• Our ability to attract and retain key personnel is critical to our future success, and, in certain instances, could be influenced by events beyond our control.

Risks Related to Our Oil and Gas Operations

• We are highly dependent on the offshore oil and gas industry.

• We are substantially dependent on servicing deepwater facilities in the Gulf of Mexico with heavy aircraft.

• The war in Ukraine has adversely affected our industry, and may have an adverse effect on our business.

• Financial distress experienced by our oil and gas customers could adversely affect demand for our services.

Risks Related to Our Air Medical Operations

• Our air medical operations expose us to numerous special risks, including collection risks and potential medical malpractice claims.

• The rates, coverage or methods of third-party reimbursements may adversely affect our revenue and operations.

• The healthcare industry is heavily regulated and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations.

Risks Related to Regulatory Matters

• Our operations are heavily regulated, which restricts our flexibility and subjects us to various costs and compliance risks.

• We are required to comply with trade compliance and economic sanctions laws and regulations.

• Our operations are subject to stringent and comprehensive environmental, health and safety laws and regulations that may expose us to significant costs and liabilities.

• Recent changes in healthcare laws and regulation could have a material impact on our business.

Risks Related to Our International Operations

• Our international operations are subject to political, economic, regulatory and other uncertainties.

• We are exposed to risks related to fluctuations in exchange rates in the international markets where we operate.

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• We operate in certain international areas through foreign entities that we do not control, which subjects us to a variety of risks.

• Regional instability in the Middle East and other of our overseas markets could adversely affect business conditions and disrupt our operations.

Risks Related to our Indebtedness, Liquidity and Capital Resources

• Our indebtedness and operating lease commitments could adversely affect our financial condition and impair our ability to operate our business.

• Our business requires us to incur substantial capital expenditures.

Risks Related to the Offering and Ownership of Our Common Stock

• There is currently no active public market for shares of our common stock and an active trading market for our common stock may never develop.

• The trading price of our common stock may be volatile and could decline substantially.

• The coverage of our business or our common stock by securities or industry analysts or the absence thereof could adversely affect our stock price and trading volume.

• We are an emerging growth company, and any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

• Future sales of our common stock in the public market could cause our stock price to fall.

Risks Related to Provisions in Our Charter Documents

• Provisions of our charter documents could discourage, delay or prevent a merger or acquisition at a premium price.

• Our certificate of incorporation limits the ownership of voting securities by persons who are not U.S. citizens, which could have certain adverse effects.

The foregoing summary is not complete and you should carefully consider all of the information set forth in this prospectus and, in particular, the more detailed discussion of these and other risks and uncertainties in the section titled “Risk Factors” prior to making an investment in our common stock. These risks could, among other things, prevent us from successfully executing our strategies and could adversely affect our business, financial condition and results of operations.

Principal Executive Offices

Our principal executive offices are located at 2001 SE Evangeline Thruway, Lafayette, Louisiana, 70508 and our telephone number is (337) 235-2452. Our website address is www.phihelico.com. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part, and the inclusion of our website address in this prospectus is an inactive textual reference only.

Implications of Being an Emerging Growth Company

As a company with less than $1.235 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended

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(the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include:

• reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements;

• reduced obligations with respect to financial data, including presenting only two years of audited consolidated financial statements in this prospectus;

• exemption from the requirements of holding a non-binding advisory vote on executive compensation and any golden parachute payments; and

• exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period set forth in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have chosen to “opt in” to this extended transition period for complying with new or revised accounting standards and, as a result, we will not be subject to the same new or revised accounting standards as other public companies that comply with such new or revised standards on a non-delayed basis.

We have elected to take advantage of certain reduced disclosure obligations in this prospectus, and we may elect to take advantage of other reduced disclosure obligations in future filings with the Securities and Exchange Commission (the “SEC”) while we remain an emerging growth company. If we do, the information that we provide stockholders may be different than what you might receive from other public reporting companies in which you may have equity interests.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the date of this prospectus; (ii) the last day of the fiscal year in which we have total annual gross revenues of at least $1.235 billion; (iii) the last day of any fiscal year in which the market value of our common stock held by non-affiliates is greater than $700.0 million as of the last business day of our second quarter of that fiscal year, and (iv) the date on which we have issued more than $1.0 billion in nonconvertible debt during the prior three-year period.

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The Offering

Common stock offered by us     shares (or   shares if the underwriters exercise in full their option to purchase additional shares)

Common stock to be outstanding immediately after this offering     shares (or   shares if the underwriters exercise in full their option to purchase additional shares)

Underwriters’ option to purchase additional shares of common stock We have granted the underwriters an option for a period of 30 days to purchase up to       additional shares of common stock.

Use of proceeds We estimate that the net proceeds from this offering will be approximately $  (or approximately $   if the underwriters exercise in full their option to purchase additional shares), based on an assumed initial public offering price of $   per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use approximately $   of the net proceeds to       and the remainder for general corporate purposes. See the section titled “Use of Proceeds.”

Proposed NYSE Trading Symbol “ROTR”

Risk factors Investing in our common stock involves risks that are described in the “Risk Factors ” section beginning on page 26 of this prospectus.

Except as otherwise indicated, the number of shares of our common stock to be outstanding immediately after this offering as set forth above is based on 24,130,912 shares outstanding as of June 30, 2023, and excludes:

• 1,458,821 shares of common stock issuable as of June 30, 2023 upon the exercise, vesting or settlement of outstanding equity awards granted under the PHI Group, Inc. Management Incentive Plan (the “Existing Stock Plan”);

• 1,747,429 shares of common stock reserved for future issuance under the Existing Stock Plan as of June 30, 2023; and

• 5,266,355 shares of common stock issuable upon the exercise of warrants to purchase shares of common stock that expire in 2044 (the “Creditor Warrants”) outstanding as of June 30, 2023, at a weighted-average exercise price of approximately $0.001 per share.

Further, unless otherwise indicated, this prospectus assumes or gives effect to:

• no exercise of the outstanding equity awards or Creditor Warrants described above after June 30, 2023; and

• no exercise of the underwriters’ option to purchase additional shares of common stock.

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Summary Consolidated Financial and Other Data

The following tables summarize certain summary historical consolidated financial and other data as of and for the periods indicated. Our summary consolidated statements of operations and cash flow data presented below for the six months ended June 30, 2023 and 2022 and our summary consolidated balance sheet data as of June 30, 2023 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our summary consolidated statements of operations and cash flow data presented below for the years ended December 31, 2022 and 2021 and our summary consolidated balance sheet data presented below as of December 31, 2022 and December 31, 2021 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The unaudited condensed consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements and, in the opinion of management, include all adjustments of a normal, recurring nature that are necessary for the fair presentation of the financial statements. Our historical results presented below are not necessarily indicative of the results to be expected for any future period.

The information presented below should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

Consolidated Statements of Operations Data:

	Six Months Ended June 30,						Year Ended December 31,
	2023			2022			2022			2021
	(In thousands)
Operating revenues—net	$	428,398		$	357,830		$	760,286		$	690,565
Total operating expenses		366,327			338,857			708,099			597,951
Operating income		62,071			18,973			52,187			92,614
Interest expense		1,298			840			1,812			2,466
Other income—net		(12,071	)		(6,119	)		(6,113	)		(1,893	)
Income before income taxes		72,844			24,252			56,488			92,041
Income tax (benefit) expense		19,487			4,514			(1,134	)		22,230
Net income	$	53,357		$	19,738		$	57,622		$	69,811
Earnings per share (1):
Basic	$	1.77		$	0.63		$	1.88		$	2.24
Diluted	$	1.73		$	0.62		$	1.85		$	2.22
Weighted average common shares outstanding
Basic		30,181			31,261			30,703			31,176
Diluted		30,790			31,661			31,129			31,440
Net income	$	53,357					$	57,622
Pro forma adjustment to reflect performance-based RSU vesting expense(2)		—						(2,838	)
Pro forma adjustment to reflect loss on extinguishment of PNC Term Loan and Revolving Credit Agreement(2)		—						(765	)
Pro forma adjustment to reflect incremental interest expense on debt(2)		(698	)					(2,488	)
Pro forma net income	$	52,659					$	51,531
Pro forma earnings per share attributable to common stockholders, basic (unaudited)(2)	$	1.66					$	1.60
Pro forma earnings per share attributable to common stockholders, diluted (unaudited)(2)	$	1.56					$	1.52
Pro forma weighted-average common shares outstanding, basic (unaudited)(2)		31,734						32,192
Pro forma weighted-average common shares outstanding, diluted (unaudited)(2)		33,667						33,996

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(1) See Note 15 to our condensed consolidated financial statements appearing elsewhere in this prospectus for details on the calculation of basic and diluted earnings per share attributable to common stockholders.

(2) Pro forma earnings per share attributable to common stockholders gives effect to (i) the adjustments to the conversion ratio of each of the outstanding Creditor Warrants in respect of the $2.47 per share cash dividend declared by our board of directors on September 8, 2023, payable to stockholders of record as of September 19, 2023, (ii) certain changes made to the change of control vesting conditions of certain outstanding performance-based RSUs to provide for the vesting of one-third of such award six months subsequent to an initial public offering, subject to continued employment through such date, (iii) the $0.8 million loss on extinguishment of debt related to repayment in full of amounts outstanding under our prior credit agreement with a portion of the proceeds from our new credit facilities and (iv) the incremental interest expense for the issuance of the new credit facilities offset by the extinguishment of the existing debt, and is calculated by dividing pro forma net income attributable to common stockholders by the pro forma weighted-average common shares outstanding for the period. Pro forma net income attributable to common stockholders is computed by adjusting net income attributable to common stockholders to give pro forma effect to the incremental stock-based compensation expense recognized as a result of a modification to the performance-based RSUs, the loss on extinguishment of debt and incremental interest expense described above. Pro forma weighted-average common shares outstanding is computed by adjusting weighted-average common shares outstanding to give pro forma effect to the foregoing pro forma adjustments as if they had occurred on January 1, 2022. See the sections titled “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments” and “Executive Compensation—Incentive Compensation—Equity Incentive—Performance-Based RSUs.”

Consolidated Balance Sheet Data:

	As of June 30, 2023					December 31,
	Actual		Pro Forma(1)		Pro Forma As Adjusted	2022		2021
	(In thousands)					(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	72,384	$	28,857		$	61,166	$	62,984
Total current assets		396,885		353,633			348,582		299,139
Total assets		750,205		708,437			711,363		657,614
Total current liabilities		129,958		128,324			129,951		130,218
Long-term debt		15,964		37,702			18,315		19,929
Total liabilities		232,481		254,230			238,548		231,336
Total shareholders’ equity		517,724		454,207			472,815		426,278
Total liabilities and shareholders’ equity		750,205		708,437			711,363		657,614

(1) See the section titled “Capitalization” for information regarding the adjustments reflected in the pro forma and pro forma as adjusted columns.

Consolidated Statements of Cash Flow Data:

	Six Months Ended June 30,						Year ended December 31,
	2023			2022			2022			2021
	(In thousands)
Cash and cash equivalents and restricted cash at beginning of period	$	63,079		$	64,976		$	64,976		$	67,336
Net cash from operating activities		51,378			7,738			54,220			109,296
Net cash from investing activities		(20,080	)		(33,622	)		(36,328	)		(24,732	)
Net cash from financing activities		(19,987	)		(17,505	)		(20,053	)		(86,409	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(262	)		(100	)		264			(515	)
Cash and cash equivalents and restricted cash at end of period	$	74,128		$	21,487		$	63,079		$	64,976

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Other Financial Data:

	June 30,					Year Ended December 31,
	2023		2022			2022		2021		2020
	(In thousands)
Other financial data:
Adjusted EBITDA(1)	$	89,331	$	51,192		$	116,471	$	135,351	$	95,996
Free cash flow(2)		32,837		(12,599	)		17,329		81,087		108,069

(1) Adjusted EBITDA is a non-GAAP measure. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a discussion of adjusted EBITDA, including how it is calculated and the reasons why we believe it is useful to investors, as well as a reconciliation thereof to the most directly comparable GAAP measure.

(2) Free cash flow is a non-GAAP measure. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a discussion of free cash flow, including how it is calculated and the reasons why we believe it is useful to investors, as well as a reconciliation thereof to the most directly comparable GAAP measure.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the financial statements and the related notes thereto included elsewhere in this prospectus, before making an investment decision. However, these risks and uncertainties are not the only risks facing our company. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. If any of the following risks actually occurs, our business, financial condition and results of operations could be materially and adversely affected and the trading price of our common stock could decline, causing you to lose all or part of your investment in our common stock.

Risks Related to Our Business and Industry

Our success depends heavily on our ability to maintain our safety record, and our customers’ perception of safety may be impacted by the broader industry, and customers may not differentiate our services from those of our competitors.

A favorable safety record is one of the primary factors a customer reviews in selecting an aviation services provider. Our aircraft have been involved in accidents in the past, some of which have included the loss of life and property damages, and we may experience similar accidents in the future. If we fail to maintain our safety and reliability record, our ability to maintain our current customers and attract new customers could be materially adversely affected. Customers may also have specific perceptions of the safety and performance of certain types of aircraft, such as single-engine versus twin-engine aircraft or propeller-powered aircraft versus jet-powered aircraft, which may impact their decision to engage us and our services.

Additionally, customers and other stakeholders may not differentiate between us and the broader aviation industry with respect to our international operations or, the regional aviation industry with respect to our U.S. operations. If our competitors or other participants in this market have problems in areas including safety, technology development, engagement with aircraft certification bodies or other regulators, engagement with communities, target demographics or other positioning in the market, data security, data privacy, flight delays or bad customer service, such problems could impact the public perception of the entire industry, including our business.

Flight operations are inherently risky, and our insurance may be insufficient to cover our losses.

The operation of aircraft inherently involves a high degree of risk. Aircraft accidents, collisions, fire, adverse weather, and other hazards may result in loss of life, serious injury to employees and third parties, damages to equipment or property owned by us or others, loss of revenues, termination of customer contracts, fines, penalties, restrictions on conducting business, increased insurance costs, or damage to our reputation or customer relationships. Accidents involving other helicopter companies could adversely impact us if they cause governmental agencies to impose flight moratoriums or reduce demand for the specific aircraft model involved in the accidents or for helicopter services generally.

We maintain hull and liability insurance on our aircraft, which insures us against physical loss of, or damage to, our aircraft and against certain legal liabilities to others. In addition, we carry war risk, expropriation, confiscation and nationalization insurance for our aircraft involved in international operations. We do not, however, carry insurance against all types of losses. For instance, we are not insured for loss of use of our aircraft, business interruption, or loss of flight hours that are likely to be a consequence of any loss or reduced use of the aircraft in our fleet.

While we believe that our insurance and indemnification arrangements provide reasonable protection for a substantial portion of any foreseeable losses, we cannot assure you that we will continue to be able to maintain

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adequate arrangements in the future. Moreover, our current arrangements are and any arrangements we enter into the future may be, subject to deductibles, retentions, coverage limits, and coverage exceptions, the aggregate impact of which could be material. For example, in 2021, we paid approximately $1.3 million in insurance deductibles in connection with losses related to Hurricane Ida. Accordingly, our incurrence of severe casualty losses, the expropriation or confiscation of significant assets, or other events that are not partially or fully covered by insurance, or which require us to pay significant deductibles, could materially adversely affect our financial condition, results of operations, access to affordable insurance, or cash flows.

We furnish to and receive from our customers indemnities relating to damages caused or sustained by us in connection with our operations. Certain customers may try to capitalize on their market leverage to shift responsibility for risk to us. In difficult markets, we may need to accept greater risk to win new business or retain existing business. Our customers’ changing views on risk allocation could cause us to accept greater risk to win new business or could result in us losing business if we are not prepared to take such risks. To the extent that we accept such additional risk, and seek to insure against it, our insurance premiums could rise or we may not be able to obtain this additional coverage or may otherwise choose not to do so, requiring us to assume the added risk exposure.

We depend on a small number of large customers for a significant portion of our revenues.

We derive a substantial portion of revenues and income from a limited number of customers, and in particular, major and independent oil and gas companies. For the year ended December 31, 2022, approximately 34% of our revenue was attributable to our three largest customers, with our largest customer representing 18.6% of our total revenue for the year. We cannot assure you that these customers will continue to do business with us on terms or at rates currently in effect, or will not elect to do business with our competitors or perform their own transportation services themselves in the future. Further, most of our contracts, including those with our largest customers, include provisions permitting early termination by the customer, sometimes with as little as 30 days’ notice for any reason and generally without penalty. See “—Risks Related to Our Industry—Our contracts generally can be terminated or downsized by our customers without penalty or may not be renewed when they expire” below. The loss of one of our top customers could adversely affect our business, financial condition and results of operations. In addition, our concentration of customers within the oil and gas industry may impact our overall credit risk in that these entities may be similarly affected by changes in economic, industry and other conditions.

Our ability to attract and retain key personnel, including pilots, is critical to our future success, and any failure to do so could adversely affect our ability to provide transportation services and increase costs.

We are materially reliant on the skills, experience and performance of a limited number of senior officers. Certain of our senior management and the key employees have exceptionally strong knowledge of our businesses, sectors and clients. If we lose the services of key officers and cannot attract equally qualified replacement personnel, our business may be adversely affected, including through the loss of know-how and information of value to us, and their departure could pose a risk to key customer relationships.

We are also heavily dependent on the availability of skilled pilots to provide services. We have recently seen decreased availability of qualified pilots, increasing competition for new hires within the aviation industry and, therefore, a significant increase in the compensation necessary to attract and retain pilots. For example, for a number of years, many of our domestic pilots were from a pool of U.S. military veterans. Reductions in the pool of ex-military pilots, whether caused by retirements or other factors, has reduced the overall pool of pilots available to us. Accordingly, we may be required to offer new hiring incentives and other increases in compensation to remain competitive in the labor market, which could increase our operating costs. Certain of our domestic pilots are subject, under certain circumstances, to being called upon to provide additional military services or National Guard services. If a substantial number of our pilots were called upon within a short period of time or during a time of pilot shortages, our operations could be disrupted or adversely affected. Many of our

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customers also require pilots of aircraft that service them to have extremely high levels of flight experience, and pilots with the requisite level of expertise may not be available. Certain of our PHI Health operating locations are also located in rural areas, which potentially increases the difficulty of locating qualified personnel.

Similarly, our ability to attract and retain qualified mechanics, technicians, nurses, paramedics, and other highly trained personnel is an important factor in determining our future success, including the ability to maintain our fleet and provide our MRO services. The market for these experienced and highly trained personnel is competitive and may become more competitive. We cannot be assured that we will be successful in our efforts to attract and retain such personnel in the future, including pilots, and any failure to do so could adversely affect our business, financial condition and results of operations.

Negative publicity relating to, among other things, accidents, customer complains or governmental investigations involving any aircraft operated by us or another operator may adversely impact us.

Adverse publicity or news coverage relating to accidents, customer complaints or governmental investigations involving any aircraft operated by us or another operator could cause substantial adverse publicity affecting us specifically or our industry generally. For example, in the past various consumer interest groups have questioned the fairness of certain billing practices used in the air medical industry, which generated negative industry publicity and various proposals to further regulate the industry. In addition, adverse publicity or news coverage in connection with our September 2019 bankruptcy may negatively impact our efforts to establish and promote name recognition and a positive image moving forward. Media coverage and public statements that insinuate improper actions by us or other industry participants, regardless of their factual accuracy or truthfulness, may harm our reputation and result in litigation, governmental investigations, or additional regulation. Addressing negative publicity and any resulting litigation, investigations or regulation may distract management, increase costs, and divert resources. Any damage from negative publicity could adversely affect our business, financial condition and results of operations.

Adverse weather conditions and seasonal factors can adversely affect our operations and any inability to effectively deploy aircraft could adversely affect our business, financial condition and results of operations.

We are subject to weather-related and seasonal factors, including:

• poor weather conditions that often prevail during winter but can develop in any season;

• hurricanes, typhoons, cyclones or other tropical storms in the Gulf of Mexico or our other tropical or sub-tropical markets; and

• reduced daylight hours during the winter months.

Poor visibility, high winds and heavy precipitation can affect the operation of helicopters and significantly reduce our flight hours. Additionally, because the fall and winter months have fewer hours of daylight, our flight hours are generally lower at those times, which typically results in a reduction in revenues during those months. A substantial portion of our direct costs is fixed. Thus, prolonged periods of adverse weather can materially and adversely affect our results of operations.

In most of our markets, the winter months generally have more days of adverse weather conditions than the other months of the year. During the summer and fall tropical storm season, we are unable to operate in the area of storms. Because many of our offshore bases are located along coastal areas, hurricanes, typhoons, cyclones and other tropical storms often require us to incur significant expense to move our aircraft to safer locations and can cause substantial damage to our property, including helicopters that we are unable to relocate. Incidents of extreme weather have increased in recent years and many experts believe that, as average global temperatures continue to rise as a result of climate change, the frequency and severity of these extreme events will continue to increase, amplifying their adverse impact of on our business.

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We may not properly deploy our helicopters.

Our helicopters may not always be profitably deployed. Customers often require a specific type of helicopter in each of the segments in which we operate, which may be different from those in our fleet. The duration of our typical customer contract is generally too short to recover our full cost of purchasing a helicopter, and most of our contracts allow the customer to terminate the contract on short notice, subjecting us to the risk that we will be unable to recoup our investment in the helicopter. Any downturn in the markets we serve, such as the downturn in the oil and gas industry that began in mid-2014 and the downturn that resulted from the drastic fall in oil prices during the early stages of the global COVID-19 pandemic, can also significantly reduce the demand for and utilization of our fleet of offshore aircraft.

Helicopters we acquire may not be covered by customer contracts when they are added to our fleet. Once a new helicopter is delivered to us, we generally spend between two and three months installing mission-specific or customer-specific equipment before we place it into service. As a result, there can be a significant delay between the delivery date for a new helicopter and the time that it is able to generate revenue for us. In addition, unscheduled maintenance or repairs can interrupt our service and adversely impact our operating results. Moreover, we typically incur substantial fixed costs on our aircraft (including insurance, maintenance, crew wages and benefits, and lease costs, if applicable), regardless of whether they are operating. Accordingly, any inability to deploy aircraft could adversely affect our business, financial condition and results of operations.

Our fixed operating expenses and long-term contracts with customers could adversely affect our business.

Our profitability is directly related to the demand for our services. Because of the significant expenses related to aircraft financing and leasing, crew wages and benefits and insurance and maintenance programs, a significant portion of our operating expenses are fixed and will be incurred even if aircraft are not actively servicing customers and generating revenue. A decrease in our revenue could therefore result in a disproportionate decrease in earnings, as a significant portion of our operating expense would remain unchanged. Similarly, the discontinuation of any rebates, discounts or preferential financing terms that manufacturers, lenders or lessors offer us could have the effect of increasing our related expenses, and without a corresponding increase in our revenue, would adversely affect our results of operations. A number of our contracts also include provisions that require us to pay a penalty or provide credit to the customer if we are not able to provide our transportation services as provided for in the contract, in certain instances even if such inability is not of our own fault, which can result in lost revenue and increased costs.

Certain of our long-term aircraft services contracts contain price escalation terms and conditions. Although supplier costs, fuel costs, insurance costs and other cost increases are typically passed through to our customers through rate increases where possible, these escalations are often contractually capped and may not be sufficient to allow us to recover the increased costs that are not fully passed through to customer under the agreement, and we may not be able to realize the full benefit of price increases during a market downturn. For example, the current inflationary environment has caused certain of our costs to increase, in certain instances in excess of the escalation clauses in our customer agreements. While we are engaging certain customers to raise the ceiling on these escalation clauses, we may not be successful in doing so such that the applicable agreement covers all cost increases, or any additional increases at all. There can be no assurance that we will be able to estimate costs accurately or recover increased costs by passing these costs on to our customers. We may not successfully identify or secure cost escalations for other costs that may escalate during the applicable client contract term. In the event that we are unable to fully recover material costs that escalate during the terms of our client contracts, our business, financial condition and results of operations would be adversely affected.

Our contracts generally can be terminated or downsized by our customers without penalty or may not be renewed when they expire.

Most of our contracts include provisions permitting early termination by the customer, sometimes with as little as 30 days’ notice for any reason and generally without penalty. In addition, most of our contracts permit

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our customers to, without penalty, decrease the number of aircraft under contract with a corresponding decrease in the fixed monthly payments. Historically, during weak offshore market conditions, certain of our customers have requested reductions in the number of aircraft under contract, pricing concessions or both, and we may receive additional similar requests in the future. Further, most of our contracts with hospitals contain provisions permitting early termination by the hospital, typically with 180 days’ notice for any reason and generally without penalty. As a result, our contracted business is not a guarantee that we will generate those revenues in the future and you should not place undue reliance on the existence or current terms of our customer contracts. We may not be able to replace the business derived from a contract that is downsized, terminated or not renewed, which would reduce our revenues. Any reduction in services or cancellation or non-renewal of a contract could adversely affect our business, financial condition and results of operations.

The air transportation services business is competitive.

All of our segments are highly competitive. We generally compete on the basis of safety, price, reliability, aircraft availability, experience, fleet configuration and quality of service. Further, many of the aircraft that we operate are characterized by changing technology and shifting client or regulatory demands, including technology preferences. Our ability to compete and our future growth and financial performance will depend in part upon our ability to develop, market and integrate new services and to accommodate the latest technological advances and client preferences. Any failure to effectively compete would have an adverse effect on our business, financial condition and results of operations.

Our PHI Americas segment competes with larger and smaller companies operating in the Gulf of Mexico, including leasing companies. We believe competition in our PHI International segment and the international offshore markets in our PHI Americas segment is as great as or greater than the competition we face in the Gulf of Mexico. In addition, while a limited subset of our customers operate their own helicopter fleets, most of our customers and potential customers have the ability to do so. In certain markets worldwide, oil and gas companies have elected to transport personnel and equipment to and from their offshore rigs and platforms through the use of marine transportation vessels, especially when such rigs and platforms are located close to shore. Technological improvements that increase the speed or efficiency of these vessels could reduce the demand for our oil and gas flight transportation services. For instance, the development and implementation of equipment that reduces the amount of time necessary to load personnel on and off offshore rigs and platforms could enhance the attractiveness of marine vessels and reduce demand for flight services.

The level of activity in offshore oil and gas exploration and production is also affected by the relative economics of and resultant level of activity in onshore oil and gas exploration and production. In the past decade, there has been a significant focus on and increase in production from onshore North American shale reservoirs, which has been facilitated by hydraulic fracturing and other technologies. The availability of more economical oil and gas reserves, including, if applicable, onshore North American shale reservoirs, could adversely affect our business, financial condition and results of operations.

Our PHI Health segment competes for business primarily under the IPM and, to a lesser extent, under the TPM. Under the IPM, we have no contracts and no fixed revenue stream, but must compete for transport referrals on a daily basis with other independent operators in the area. Under the TPM, we contract directly with healthcare facilities to provide their transportation services, with the contracts typically awarded on a competitive bid basis. Under both models, we compete against national and regional companies, and there is usually more than one competitor in each local market. In addition, we compete against hospitals that operate their own helicopters. Demand for our air medical flight services would decrease if more hospitals in our operating areas develop their own aviation capability. Our air medical operations compete with ground-based ambulance services as well. The construction of additional hospitals and medical treatment centers in currently unserved areas would likely increase the ability of ground-based ambulances to provide services currently provided by air medical providers such as us, which could reduce demand for our air medical flight transportation services.

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We depend on our ability to qualify as an eligible bidder under contract criteria and to compete successfully against other qualified bidders in order to obtain certain of our contracts.

Certain of our customers in each of our segments conduct competitive processes for awarding certain contracts pursued by us. We typically face strong competition and pricing pressures for competitively bid contract awards, and we may be required to qualify or continue to qualify under applicable contract criteria. Our inability to qualify as an eligible bidder under contract criteria could preclude us from competing for certain contract awards. In addition, our inability to qualify as an eligible bidder, or to compete successfully when bidding for certain contracts and to win those contracts, could adversely affect our business, financial condition and results of operations.

We depend on a small number of aircraft manufacturers for our supply of new aircraft.

There are a small number of aircraft manufacturers that can meet our needs for new aircraft to expand our fleet or replace aircraft that no longer meet our needs. These manufacturers have a limited capacity to produce new aircraft, particularly heavy helicopters, and in some cases, have ceased production of certain aircraft, as is the case with the Sikorsky S-92 heavy model aircraft. Sikorsky has not produced an S-92 for the oil and gas industry in the last five years. In addition, there is typically a substantial delay between the order and delivery dates for most new aircraft, especially new medium and heavy helicopters, which makes it more difficult to adjust quickly to changes in industry conditions. Further, the lead-time to order new aircraft has generally increased since the onset of the COVID-19 pandemic. Significant unplanned delays due to a shortage of available aircraft could delay the implementation of our business strategies or materially increase our cost of meeting our commitments to our customers. Aircraft shortages could also cause us to fail to meet our obligations under existing or contemplated new customer agreements. For example, a shortage of medium and heavy aircraft could adversely affect our ability to service oil and gas customers in the deepwater areas of the Gulf of Mexico. If we are unable to obtain aircraft from these manufacturers with delivery dates, prices and other terms acceptable to us, our profitability and growth prospects could be adversely impacted, and the impact may be material.

We require aircraft components and parts for the maintenance and repair of aircraft, and supply constraints or cost increases could adversely affect our business.

In connection with maintaining and repairing our aircraft, we rely on a few key vendors for the supply and overhaul of components fitted to our aircraft, certain of which are sole suppliers of the parts they manufacture. While we do have contracts in place with many of our suppliers, these contracts are ordinary course and do not lock in affirmative commitments by the supplier to supply a specified number of parts or to supply such parts on a specific schedule. Instead, these contracts address ordinary course operational matters, as is typical in our industry, such as specifications and other technical requirements.

These vendors have historically worked at or near full capacity supporting the aircraft production lines and the maintenance requirements of a range of customers. From time to time, these vendors may experience backlogs in their delivery schedules, and some parts may be in limited supply. For example, certain of these suppliers have been and may continue to be impacted by supply chain and logistics disruptions that began during the COVID-19 pandemic and have continued, even as the pandemic subsided. In particular, Sikorsky ceased production of replacement parts for the S-92, a heavy aircraft that we use extensively in our oil and gas operations. These disruptions have caused delays in the delivery of parts and, in some cases, increased costs for parts, or certain parts, including for the S-92, not being available at all. Further, to the extent any of these suppliers also supply parts for aircraft used by governments in military operations, those deliveries may be given priority over commercial orders like ours. Because of the limited number of alternative suppliers, vendors and OEMs (and in certain cases, the complete lack thereof), supply chain disruptions such as these could adversely affect our business and results of operations, including our ability to keep the affected aircraft operational and to meet customer commitments. If we are unable to perform timely maintenance and repairs, our aircraft may be unable to meet contract demands or may be underutilized, which could have an adverse impact on our financial

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performance. In certain situations, if a part is unavailable, we have been and may in the future be required to strip other aircraft in our fleet for the relevant parts, at least temporarily taking the aircraft used for parts out of service. Additionally, cost increases for critical aircraft components or repair services could also reduce the profitability of our operations, particularly if the current inflationary environment persists or worsens. Supply constraints or cost increases for important aircraft components and services could adversely affect our business, financial condition and results of operations.

Obtaining supplies of aircraft components and parts can be more challenging or costly in our foreign operations. In connection with conducting operations in foreign locations, we typically attempt to store nearby a sufficient amount of key integral parts. If we store too few of these parts, we could incur the type of maintenance and repair delays described above. On the other hand, if we store too many parts in remote locations, a portion of them could become unusable or obsolete, causing us to record impairment charges.

Adding a new aircraft model to our fleet caries significant risk, including increased operating risk and costs, and we may not receive a satisfactory return on our investment.

We anticipate lease commencements for Airbus H160 Medium-twin helicopters in the fourth quarter of 2023 as part of our introduction program for operations in the United States. Assuming a successful introduction program, we expect to place these aircraft on commercial contracts in mid-2024 and, although the aircraft is in limited use in other commercial applications outside of the United States, we will be the first commercial operator to use it in offshore oil and gas operations. We will also be adding two Airbus H175 aircraft to our fleet as early as 2024. Operating a new model of aircraft brings several unique risks, including those related to operational reliability and the absence of any established safety record. We also face uncertainty regarding the timing of deliveries and the ability of the aircraft and all of its components to comply with agreed upon specifications and performance standards. New aircraft require regulatory approvals and certifications, many of which can be extensive, and there is no assurance that we will be able to secure them in a timely manner or at all, and the United States has not yet fully certified the H160, including with respect to operating under IFR.

The addition of a new aircraft type can also increase the costs and complexity of our operations. For example, we will need to develop and implement new technology and compliance programs and change flight schedules, parts provisioning and maintenance and repair. In addition, we also face risks in integrating a new model into our existing infrastructure, including, among other things, the additional costs, resources, and time needed to hire and train pilots, technicians, and other skilled support personnel. Because the H160 does not have any history of commercial use within our industry or in the United States, and its commercial use elsewhere has been extremely limited, there is no established record from which we can estimate these costs and our estimates may prove to be wrong. If we fail to successfully take delivery of, commence operations with, operate reliably or integrate into our operations new aircraft, including the new Airbus H160 and H175 aircraft in a timely and cost-effective manner, our business, results of operations and financial condition could be harmed.

The concentration of certain helicopter models in our fleet could materially adversely affect our business.

Certain helicopter models comprise a significant portion of our helicopter fleet. If demand for these models declines, if these models experience technical difficulties or if these models are involved in operational incidents, the value of the affected models could decrease or we may not be able to provide services with these model without decreases the price to customers, incurring significant expense or at all. Similarly, if there are shortages or significant delays in the availability of replacement parts for one or more of these models, we may encounter similar adverse effects. In addition, the bankruptcy or shutdown of a helicopter operator or lessor with a large fleet of these models could lead to an oversupply of the models being made available to the market, which could reduce the rates earned by, and/or the value of, the helicopter models. A significant long-term decline in value of the models that comprise a significant portion of our fleet could result in an impairment to the carrying value of our helicopter fleet. The occurrence of any of these events could adversely affect our business, financial condition and results of operations.

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The market value of our fleet of aircraft is cyclical.

The fair market value of each of our aircraft is dependent upon a variety of factors, including:

• the number of comparable aircraft servicing the market;

• the types and sizes of comparable aircraft available;

• the specific age and attributes of the aircraft;

• demand for the aircraft in different industries; and

• changes in regulation or competition from other air transport companies and other modes of transportation.

Further, during any period of declining demand for our offshore aircraft and services, whether due to general economic and market conditions, fluctuations in commodity prices or the level of oil and gas exploration and production, or otherwise, the fair market value of our offshore aircraft in particular could decline, as occurred in mid-2014. Lower aircraft values can adversely impact us in a number of ways, including potential asset impairment charges, potential breaches of loan covenants or lower proceeds in the event of aircraft sales, any of which could have an adverse effect on our business, financial condition and results of operations.

Inflation has adversely affected and may continue to adversely affect our business.

Although inflation in the United States was relatively low for a number of years, beginning in the second half of 2021 inflation increased significantly, rising to as high as 8.2% in September 2022. This increase was due to a number of factors, including increased money supply, stimulative fiscal policy, rebounding consumer demand as the COVID-19 pandemic eased, worldwide supply chain disruptions and the war in Ukraine. Although the rate has decreased recently, it still remains well above the historic levels over the past several decades in the United States.

Inflation has adversely affected our business by increasing costs of critical components, aircraft and equipment, labor and other services we may rely on. While we maintain cost escalation clauses in most of our customer agreements, the current inflationary environment has in certain instances caused our costs to increase in excess of the escalation clauses in our customer agreements, compressing our margins. The parts for certain aircraft have also increased at higher rates than others over the past several years, in part due to inflation. Inflationary pressures also increase the operating and other costs of our customers, particularly in the oil and gas industry. If costs increase such that it is no longer profitable for one or more customers to continue operations in the Gulf of Mexico or elsewhere, demand for our services could be harmed.

Sustained levels of high inflation have also caused the U.S. Federal Reserve and other central banks to increase interest rates multiple times, and may continue to do so, which could have the effects of further raising the cost of capital, weakening exchange rates and depressing economic growth. To the extent inflation remains elevated or increases, we may experience additional cost increases and reduced margins and profitability, adversely affecting our business financial condition and results of operations.

The market for the sale of used aircraft is limited and volatile.

If we cannot find an acceptably profitable use for a helicopter, or if a helicopter no longer meets our strategic objectives, including due to age, we will frequently seek to sell it. Prices in the used helicopter market are typically volatile, and we may incur gains or losses from the sale of helicopters. The number of aircraft sales and the amount of gains and losses recorded on these sales depends on a wide variety of factors, and is inherently unpredictable. Moreover, there may be limited or no demand for certain types of used aircraft, especially older medium or heavy helicopters, or for helicopters with the modifications we make to address a particular customer need. Our inability to dispose of our aircraft in the secondary markets on acceptable terms or at all may adversely affect our business, financial condition and results of operations.

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Our business is subject to the risk of cybersecurity attacks and other information technology security breaches and system failures.

As service providers, we rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, to bill our customers, to monitor the flights of our aircraft, to communicate with our pilots, employees, suppliers, customers and others, to manage or support a variety of our other business operations, transactions and processes. As part of our operations we also maintain various records, which may include personal information of customers, employees or other third parties, which may include medical information that is subject to and regulated by privacy laws, as described further in the risk factors above. We make significant efforts to maintain the integrity and continuity of our systems and to safeguard the security of these types of information, including maintaining contingency plans in the event of security breaches or other system failures. However, in the past we have been subject to cybersecurity attacks that gained access to certain systems, but they have not had a material impact on our operations. We cannot assure you that our security efforts and measures will in the future prevent service disruptions, unauthorized access to our systems, loss or destruction of data, account takeovers, or other forms of cyber-attacks or similar events, whether caused by mechanical failures, human error, aging equipment or accidental technological failure. We may also experience security breaches that remain undetected for an extended period. Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

Cybersecurity attacks across industries, including ours, are increasing in sophistication, scope and frequency and may range from uncoordinated individual attempts to measures targeted specifically at us. These attacks include but are not limited to, malicious code, software or viruses (e.g., ransomware), attempts to gain unauthorized access to, or otherwise disrupt, our information systems, attempts to gain unauthorized access to business, proprietary or other confidential information, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. Cybersecurity failures may be caused by system errors or vulnerabilities, including vulnerabilities of our vendors, suppliers, and their products or services. In addition, these threats or failures may stem from natural disasters, acts of terrorism, war, telecommunication and other electrical failures, denial or degradation of service attacks, fraud, malice, sabotage or human error or theft on the part of employees, third parties or sophisticated nation-state and nation-state supported actors, including attempts by outside parties to fraudulently induce our employees or customers to disclose or grant access to our data or our customers’ data via phishing attacks or other social engineering schemes.

Failures of our information or communications systems, whether the result of cybersecurity attacks, mechanical failures, natural disasters or otherwise, could result in a breach of critical operational or financial controls and disrupt our operations, commercial activities or financial processes. System failures or cybersecurity attacks may also involve information subject to stringent domestic and foreign data protection laws governing personally identifiable information, protected health information or other similar types of sensitive data and require notification to individuals, governmental authorities, the media and other third parties. Cybersecurity attacks or other disruptions impacting significant customers and/or suppliers could also lead to a disruption of our operations or commercial activities.

Despite our attempts to safeguard our systems and mitigate potential risks, there is no assurance that such actions will be sufficient to prevent cyberattacks or security breaches that manipulate or improperly use our systems or networks, compromise confidential or otherwise protected information, destroy or corrupt data, or otherwise disrupt our operations. The occurrence of such events could damage our reputation, subject us to liability claims or regulatory scrutiny and investigations, potentially resulting in penalties, fines and other enforcement actions. Further, our insurance coverage may not be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of our systems. Any of the forgoing could adversely affect our business, financial condition and results of operations.

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Future investments, acquisitions or business expansions by us would subject us to additional business, operating and financial risks, the impact of which could adversely impact our business.

In an effort to implement our business strategies, we may from time to time in the future pursue acquisition or expansion opportunities, including strategic investments. These transactions could involve acquisitions of entire businesses or investments in start-up or established companies, and could take several forms, including mergers, joint ventures, or the purchase of equity interests or assets. These types of transactions may present significant risks and uncertainties, including the difficulty of identifying appropriate companies to acquire or invest in on acceptable terms, distraction of management from current operations, insufficient revenue acquired to offset liabilities assumed, unexpected expenses, inadequate return of capital, regulatory or compliance issues, potential violations of covenants in our debt instruments and other unidentified issues not discovered in due diligence. To the extent we acquire part or all of a business that is financially unstable or is otherwise subject to a high level of risk, we may be affected by currently unascertainable risks of that business. In addition, we can provide no assurances that we will be able to successfully integrate the flight and safety protocols, maintenance procedures, technology systems, billing systems, accounting processes, controls, policies, strategies and culture of the acquired company with ours. The financing of any future acquisition completed by us would likely include the issuance of additional securities or the borrowing of additional funds, which could adversely impact our capital structure. Accordingly, we cannot guarantee that any such transaction will ultimately result in the realization of the benefits of the transaction originally anticipated by us or that any such transaction will not adversely affect our business financial condition or results of operations.

Increasing attention to ESG matters could adversely affect us.

In recent years, increasing attention has been given to corporate activities related to environmental, social and governance, or ESG , matters in government regulation, public discourse and the investment community. A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote ESG practices at public companies, including through the investment and voting practices of investment advisers, proxy advisory firms, public pension funds, universities and other members of the investment community. These activities include increasing attention and demands for action related to climate change, promoting the use of substitutes to fossil fuel products and encouraging the divestment of companies in the oil and gas industry. These activities are especially relevant to us in light of our participation in the energy industry and therefore could reduce demand for our services, reduce our profits, increase the potential for investigations and litigation, lead to negative publicity, impair our brand and have negative impacts on the price of our common stock and access to capital markets.

In addition, certain organizations have developed ESG ratings, scores and benchmarking systems for evaluating companies on their approach to ESG matters. These ratings, scores and benchmarking-systems are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings or assessments of our ESG practices may lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital. In addition, the adoption of new ESG-related laws and regulations applicable to our business, or pressure from key stakeholders to comply with additional ESG-related initiatives or frameworks, could require us to make substantial investments in ESG matters, which could adversely affect our business, financial condition and results of our operations.

Our ability to use net operating loss carryforwards to reduce future tax payments may be limited if we experience an ownership change.

As described in Note 17, Income Taxes, in the notes to our consolidated financial statements included elsewhere in this prospectus, we have substantial federal and state net operating losses (“NOLs”) available to offset future taxable income. As of December 31, 2022, we had U.S. Federal NOLs of approximately $168.2 million which includes $112.7 million that will expire at various dates between 2036 and 2037 and $55.5 million that have

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an unlimited carryforward period. Additionally, for state income tax purposes, we had NOLs of approximately $188.3 million available to reduce future state taxable income, of which $166.7 million have an unlimited carryforward period and $21.6 million that will expire at various dates through 2040. As of December 31, 2022, the Company had NOLs of approximately $21.1 million in its various foreign subsidiaries that consisted of $13.3 million in Australia that have an unlimited carryforward period, $7.1 million in Cyprus that will expire at various dates through 2027, and $0.7 million in Singapore that have an unlimited carryforward period.

Our ability to use our federal NOLs could be substantially limited if we were to experience an “ownership change” as defined in Section 382 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Generally, an ownership change occurs when the percentage of a corporation’s stock (by value) owned by all of the corporation’s 5% shareholders (as determined pursuant to the Code), as a group, has increased by more than 50 percentage points over the lowest percentage of stock (by value) owned by the 5% shareholders, as a group, at any time during the past three years. A corporation must test to determine whether it has had an ownership change on any date that a 5% shareholder acquires stock and under certain other circumstances. Changes in ownership of our stock are generally not within our control. If an ownership change were to occur, the use of our federal NOLs would be subject to an annual limit, generally equal to the value of the company multiplied by the long-term tax exempt rate, which could substantially limit our ability to use the NOLs each year and could result in NOLs expiring unused. Use of our state NOLs may also be limited by an ownership change.

Certain of our employees are represented by unions.

Certain of our employees are represented by unions and/or covered by collective bargaining agreements. Our domestic pilots are represented by the Office and Professional Employees International Union (the “OPEIU”). We have not had a collective bargaining agreement with the OPEIU in a number of years. At this time, we cannot predict the impact of future negotiations with the OPEIU, or when or whether a new agreement might be reached. If an agreement is reached, such agreement may cause us to incur additional expenses related to our employees, thereby reducing our profits and impacting our financial results negatively. Approximately 200 of our Australian pilots and ground staff are represented by three unions with multiple collective bargaining agreements which expired or expire on August 31, 2022, January 19, 2024, December 31, 2025, December 31, 2025, January 19, 2026, December 15, 2026 and February 8, 2027. With respect to the one agreement that expired in August 2022, it remains in operation, until replaced or canceled. It is not being re-negotiated due to the discontinuation of the customer contract to which it related. We are also a party to one additional agreement covering a limited number of our New Zealand pilots, which expires on June 1, 2024. If an agreement is not reached with OPEIU, or if we are unsuccessful in negotiating the renewal of any other collective bargaining agreements in the future, the applicable union could take actions such as strikes, work slowdowns or work stoppages, which could hinder our operations and flight services and ground significant portions of our fleet, thereby negatively impacting our financial results. There can be no assurances there will not be additional union organizing efforts, strikes, work slowdowns or work stoppages in the future. Any such disruption, or other issue related to union activity, could adversely affect our business, financial condition and results of operations.

Risks Related to Our Oil and Gas Operations

We are highly dependent on the offshore oil and gas industry.

Approximately 54% of our 2022 revenue was attributable to providing helicopter services for offshore oil and gas exploration and production companies. Our business is highly dependent on the level of exploration and production activity by oil and gas companies. The level of exploration and production activity has been cyclical and is directly affected by trends in oil and gas prices, which were recently, and have historically been, volatile and difficult to predict, resulting in periods of high demand for our offshore services, followed by periods of low demand for our offshore services.

Oil and gas prices are subject to large fluctuations in response to relatively minor changes in supply and demand, economic growth trends, market uncertainty and a variety of other factors beyond our control. Lower oil

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and natural gas prices generally lead to decreased spending by our customers over time and can intensify price competition in our industry and result in our aircraft being idle for prolonged periods. The level of prevailing oil and gas prices depends on various factors that we cannot control, including:

• the supply of, and demand for, oil and natural gas and market expectations regarding supply and demand;

• the cost of exploring for, developing and producing oil and gas;

• government restrictions on drilling and other exploration activities;

• weather-related or other natural causes;

• actions of the Organization of the Petroleum Exporting Countries and Middle Eastern and other oil producing countries to control prices or change production levels;

• changes in exploration, development or production technologies relating to offshore or onshore oil and gas deposits;

• the price and availability of alternative fuels or energy sources;

• technology developments impacting energy consumption

• the extent to which taxes, tax credits, environmental regulations, auctions of mineral rights, drilling permits, drilling concessions, drilling moratoriums (including actions similar to the moratorium imposed as a result of the Deepwater Horizon accident described below) or other governmental regulations, actions or policies affect the production, cost of production, price or availability of petroleum products and alternative energy sources;

• general economic and political conditions in the United States and worldwide; and

• geo-political instabilities, including those resulting from war, such as the war in Ukraine that began in February 2022, civil unrest, terrorist activities or pandemics.

Conversely, while most of our oil and gas contracts have a pass-through component for fluctuations in fuel prices, to the extent one or more agreements does not and fuel prices increase, we may not be able to recover the increased costs from these customers.

In 2020, the impact of COVID-19, combined with a dispute regarding production levels among OPEC+ countries, caused crude oil prices to reach historic lows. By March 2020, crude oil was priced at less than $25 per barrel, the lowest price since April 1999. Producers in the United States and globally did not reduce crude oil production at a rate sufficient to match the dramatic decline in economic activity that accelerated in March and April 2020, resulting in an oversupply of crude oil that caused the per-barrel price to fall below zero in April 2020. Any substantial or extended decline in the price of oil or natural gas such as what occurred during the early stages of the pandemic or any more extended decline as the one that commenced in mid-2014 depresses the level of helicopter activity in support of exploration and production activity and thus reduces the demand for our offshore flight services, thereby intensifying pricing pressures and reducing our aircraft utilization rates. Moreover, weakness in the oil and gas industry generally weakens the financial position of our customers, which in turn could cause them during any such downturn in the industry to fail to pay amounts owed to us in a timely manner or at all.

The concentrated nature of our operations, particularly in the Gulf of Mexico, subjects us to the risk that a regional event could cause a significant interruption and disproportionately affect our operations. Further, the Gulf of Mexico is generally considered to be a mature area for oil and gas exploration, which may result in a continuing decrease in activity over time. Changes in industry conditions that increase the prospects or profitability of onshore drilling, which generally does not require use of our helicopter services, could also adversely affect us. For instance, if onshore fracking continues to meaningfully increase the supply of hydrocarbons, it could reduce the level of

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domestic or foreign offshore exploration and production and the demand for our helicopter services. The demand for oil and natural gas could be influenced by changes in technology or other events outside of our control. Increased use of battery-powered vehicles or other alternative energy sources could significantly reduce the demand for fossil fuels. Any decrease in the level of exploration, development and production activity in the Gulf of Mexico could have an adverse effect on our business, financial condition and results of operations.

The extent of our operations in the Gulf of Mexico makes our PHI Americas headquarters in Lafayette, Louisiana an important facility for servicing PHI America customers. We have occupied these premises for an extended period of time, with our most recent lease commencing in 1999. However, that lease, as amended, expires on October 28, 2023. While we are engaged in discussions with the Lafayette Airport Commission regarding a long-term renewal of this lease, any failure to continue to extend our existing lease or enter into a new, longer-term lease would adversely affect our PHI Americas operations, including our ability to service customers in the Gulf of Mexico, as well as our ability to offer our MRO services.

We are substantially dependent on servicing deepwater facilities in the Gulf of Mexico with heavy aircraft.

Approximately 28% of our revenues in 2022 were attributable to our deepwater operations in the Gulf of Mexico. Consequently, our oil and gas operations are significantly dependent upon the availability of the heavy aircraft that we have purchased or leased to service this market segment. If we, regulatory authorities or our customers were to deem these aircraft unsafe and suspend or curtail their use, our business would be adversely affected. Further, recently there have been shortages for replacement parts for the Sikorsky S-92 heavy aircraft, the only heavy aircraft in our fleet, and if we are unable to maintain these aircraft, our ability to service our customers’ deepwater locations would be adversely affected. Industry experts expect more drilling platforms to be decommissioned than installed in shallow waters of the Gulf of Mexico over the next 10 to 15 years, which would result in a systemic decline in the number of shallow water platforms that require flight services. If these market projections prove to be accurate, our domestic offshore operations will in the future be even more dependent than we are now on serving deepwater facilities in the Gulf of Mexico.

Moreover, any reduction in deepwater drilling activities could significantly impact our operations. For example, as a result of the well-publicized sinking of the Deepwater Horizon rig in the Gulf of Mexico in April 2010, the U.S. Department of the Interior imposed a moratorium on deepwater drilling in the Gulf of Mexico from May through October 2010. The moratorium had a significant adverse impact on our business, particularly in the fourth quarter of 2010 and the first half of 2011. Similarly, in January 2021, the U.S. federal government placed a moratorium on new oil and gas leasing in federal waters and lands, which, although recently permanently enjoined by a federal court, could have similarly have an adverse effect on us. Any future accidents or developments that have a similar adverse impact on deepwater drilling in the Gulf of Mexico or on our other markets could have an adverse effect on our business, financial condition and results of operations.

The war in Ukraine has adversely affected our industry, and may have an adverse effect on our business.

In February 2022, Russia launched a large-scale invasion of Ukraine. The extent and duration of the war, resulting sanctions and resulting future market disruptions are unknown, but have been and could continue to be significant. The disruptions caused by Russian military action and other actions (including cyberattacks and economic impacts) and the resulting actual and threatened responses to such activity, boycotts and changes in consumer and purchaser preferences, sanctions, tariffs and cyberattacks on the Russian government, Russian companies and Russian individuals, have impacted and may continue to impact Russia’s economy and adversely affect many business sectors around the world, including crude oil, natural gas and refined petroleum products. Global prices of crude oil and refined petroleum products increased significantly during late February and through the second quarter of 2022 due to the war with prices returning to pre-conflict levels during the fourth quarter of 2022 into early 2023. Furthermore, governments in the United States and many other countries have imposed economic sanctions on Russia. These governments, or others, could also institute broader sanctions on Russia. Any imposed sanctions, or even threat of further sanctions, could have an adverse impact on the Russian economy, which may also result in Russia taking counter measures or retaliatory actions. As the situation

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continues to evolve, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our services and causing a reduction in our revenues. Oil and natural gas-related facilities could be direct targets of terrorist attacks, and our operations could be adversely impacted if infrastructure integral to our customers’ operations is destroyed or damaged.

Financial distress experienced by our oil and gas customers could adversely affect demand for our services.

The global economic slowdown during the early stages of the pandemic, and the coinciding extreme drop in crude oil prices in the first half of 2020 significantly impacted the financial condition of many companies, particularly exploration and production companies, including some of our customers. Many of our counterparties finance their activities through cash flow from operations or debt or equity financing, and some of them may be highly leveraged and, in periods of similar financial distress and depressed oil and gas prices in the future, may not be able to access additional capital to sustain their operations. Our counterparties are subject to their own operating, market, financial and regulatory risks, as demonstrated early in the pandemic, and may in the future, experience severe financial problems that may have a significant impact on their creditworthiness. For example, a small PHI Americas customer declared bankruptcy in 2020. A similar deterioration in crude oil and natural gas prices would likely cause severe financial distress to some of our customers with direct commodity price exposure, which could reduce the demand for our services and have an adverse effect on our business, financial condition and results of operations.

Companies in the oil and gas exploration and production industry continually seek to implement cost-savings measures, especially when prevailing oil and gas prices are depressed. As part of these measures, oil and gas companies have attempted to improve operating efficiencies with respect to helicopter support services. For example, early in the pandemic certain oil and gas companies pooled helicopter services among operators, reduced staffing levels by using technology to permit unmanned production installations and decreased the frequency of transportation of employees offshore by increasing the lengths of shifts offshore. It appears some customers have made certain of these changes more permanent and the continued implementation of such measures or any further increase therein, or any decision of these companies to initiate their own helicopter support services, could reduce demand or prevailing prices for our helicopter services and have an adverse effect on our business, financial condition and results of operations.

Consolidation of our offshore customer base could adversely affect our business.

Many of our oil and gas customers are international, major integrated or independent oil and gas exploration, development and production companies. In recent years, these companies have undergone substantial consolidation, and further consolidation is possible, particularly if oil and gas prices again become depressed. Consolidation results in fewer companies to charter or contract for our offshore services and increases the bargaining leverage of our customers. In the event one of our customers combines with a company that is using services of one of our competitors, the combined company could also decide to use the services of that competitor or another provider. Further, merger activity could impact exploration, development and production activity in other ways, particularly if the combined company adopts a combined exploration and development budget that is lower than the total budget of both companies before consolidation. These and other effects of consolidation in the oil and gas industry could have an adverse effect on our business, financial condition and results of operations.

Risks Related to our Air Medical Operations

Our air medical operations expose us to numerous special risks, including collection risks and potential medical malpractice claims.

Our air medical operations expose us to a number of risks that we do not encounter in our oil and gas operations. For instance, we cannot exercise the degree of control over the rates paid for our air medical services that we maintain in our oil and gas operations, due to the involvement of health insurance companies, health benefit plans and government agencies under federal and state programs such as Medicare and Medicaid. While

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we set the rates we charge for our air medical services, managed care plans and government payors reimburse us for services provided, pursuant to fee schedules and policies established by such payor’s coverage or applicable state or federal law. Reimbursement rates vary by payor, with commercial insurers typically reimbursing us at a higher rate than Medicare or Medicaid. For self-pay or uninsured patients who are not subject to the NSA, our charged rates apply, but services to the self-pay population are subject to increased risk of non-collection.

In addition, air ambulance companies are often required by state licensing laws and payor participation requirements to respond to calls for emergency air medical transport and provide services to any patient in need, subject to safety considerations. In many instances, we cannot refuse service to patients based on their inability to pay or lack of insurance coverage. As a result, the profitability of our air medical operations depends not only on our ability to generate an acceptable volume of patient transports, but also on our ability to collect our transport fees. Because we cannot choose the patients we serve, cannot know the payor source or confirm ability to pay prior to providing the services, and cannot set the reimbursement rate for the services, the collection rates of our air medical invoices are more volatile than the collection rates of our oil and gas invoices.

Our PHI Health operations are also exposed to risks related to operating cost fluctuations, including, but not limited to, fluctuations in fuel prices, particularly with respect to our IPM transports which do not have a pass-through component for fuel charges that allow us to directly recover fuel price increases. While we could adjust charged rates to accommodate cost fluctuations, a change in the rate charged will not necessarily result in increased reimbursement for our services. Accordingly, we cannot always pass through increased costs to air medical customers or third party payors.

The air medical operations are also subject to unique collections and cash flow risks. Complexity associated with patient billing typically causes delays in the collection process, which delays our cash flows and frequently increases the risk of nonpayment. As noted further below, our collection rates are directly impacted by the amount we receive from third party payors, utilization review programs that could prohibit payment for the services altogether, and reimbursement rates set by fee schedule, plan policy or authorized by law. Our collection rates may decline due to several factors beyond our control, including (i) an aging population that results in more patients receiving our services being covered by the Medicare program; (ii) continuing federal and state legislative action that increases the number of younger patients eligible for Medicaid coverage; (iii) state and federal balance billing laws, such as the NSA, which, among other things, prohibit collection of charged amounts that exceed certain reimbursement requirements; (iv) changes to insurance utilization review policies resulting in increased coverage denials for our services; (v) changes to insurance, Medicaid or Medicare coverage or fee schedule rates; and (vii) changes to patient cost-sharing obligations under insurance and government payor plans.

We employ paramedics, nurses, and other medical professionals for these operations, which can give rise to medical malpractice claims against us, which, if not fully covered by our medical malpractice insurance, could materially adversely affect our financial condition and results of operations. In the normal course of transporting patients, we may come into contact with individuals suffering from an infectious disease, including COVID-19, which could be transmitted to our employees or others. These transmissions could give rise to employee shortages, quarantines, or medical malpractice claims, any of which could materially adversely affect our financial condition and results of operations.

The rates, coverage or methods of reimbursements of third-party payors may adversely affect our revenue and operations.

Our PHI Health segment derives most of its revenue from billings to third-party payors such as Medicare, Medicaid and private health insurance companies. As a result, any unfavorable changes in the rates, coverage or methods of reimbursement for the services we provide could have a significant adverse impact on our revenue and financial results. The Medicare reimbursement methodology for air ambulance services is based upon a methodology that was established by the Balanced Budget Act of 1997 and such methodology has not adequately covered the costs of air medical emergency transports over time. In recent years, the U.S. Congress has taken steps to further reduce Medicare and Medicaid spending levels, which has resulted in lower reimbursement rates

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for our services and constrained our ability to charge higher amounts to cover cost increases. In addition to the changes in reimbursement rates and practices described below in “—Risks Related to Regulatory Matters” that were effected pursuant to the Patient Protection and Affordable Care Act (the “ACA”) and the NSA, the U.S. Congress adopted legislation implementing “sequestration” reductions in federal spending. Under these “sequestration” budget cuts (as subsequently extended by Congress), Medicare has been authorized to reduce provider payments annually since April 1, 2013, and due to subsequent legislative amendments to the statute, are scheduled to remain in effect through 2032, subject to certain offsets such as annual adjustments for changes in the consumer price index, with the exception of a temporary suspension from May 1, 2020 through March 31, 2022, unless additional action is taken by the U.S. Congress.

We believe that regulatory trends in cost containment will continue, and that additional budget cuts might be imposed in the future. We cannot assure you that we will be able to offset reduced operating margins through cost reductions, increased volume, or otherwise. Future rate reductions could place downward pressure on the rates payable by private health insurance providers. Any such rate reductions could adversely affect our business, financial condition or results of operations.

The healthcare industry is heavily regulated and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations.

As noted above, the healthcare industry is heavily regulated and closely scrutinized by various federal, state and local governmental agencies. Comprehensive statutes and regulations govern the manner in which we provide and bill for our domestic air medical services, our contractual relationships with our vendors and customers, our marketing activities and other aspects of our air medical operations. See the section titled “Business—Governmental Regulation.”

The laws and regulations in these areas are complex, changing and often subject to varying interpretations. As a result, there is no guarantee that a government authority will find that we are in compliance with all such laws and regulations that apply to our business. Further, because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of the business activities undertaken by us could be subject to challenge under one or more of these laws. In the past claims have been filed against us regarding compliance with these laws and similar allegations may be made in the future. If our operations are found to be in violation of any of such laws or any other governmental regulations that apply, we may be subject to significant penalties, including, without limitation, administrative, civil and criminal penalties, fines, damages, disgorgement, the curtailment or restructuring of operations, integrity oversight and reporting obligations to resolve allegations of noncompliance, exclusion, suspension or revocation from participation in federal and state healthcare programs, including the Medicare and Medicaid programs and imprisonment. The risk of us being found to be in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business, and result in adverse publicity, or otherwise adversely affect our business, financial condition and results of operations.

In addition, certain state laws or regulations require our air medical operations to obtain and maintain accreditation with specified accreditation authorities. The accreditation process is rigorous, and any failure to obtain or maintain accreditation in any particular state could expose us to fines, penalties, loss of contracts or reputational harm.

Ongoing scrutiny of the air medical industry could lead to additional regulation.

In recent years, various consumer interest groups and policymakers have questioned the billing practices used in the air medical industry, and proposed changes in billing practices designed to enhance customer

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protection. Certain provisions of the FAA Reauthorization Act of 2018, which extends the funds of the U.S. Federal Aviation Administration (the “FAA”) through fiscal year 2023, and the NSA, are intended to promote further study of this issue, including the creation of an advisory committee tasked with studying certain industry issues, and additional reporting requirements on air ambulance providers. It is currently unclear whether these industry trends or studies will lead to additional regulation of the air medical industry. We cannot assure you that these and other laws or regulations enacted in the future will not impact our business. Any such regulation could heighten scrutiny of our operations, impact our billing practices, increase our costs or otherwise adversely impact our business, financial condition or results of operations.

If we are unable to effectively adapt to changes in the healthcare industry, our business may be harmed.

Political, economic and regulatory influences are subjecting the healthcare industry in the United States to fundamental change. Federal, state and local legislative bodies frequently pass legislation and promulgate regulations relating to healthcare reform or that affect the healthcare industry. As noted below, the long-term impacts of the ACA and the NSA remain unknown, but could be substantial. We anticipate that Congress and state legislatures will continue to review and assess alternative healthcare delivery and payment systems and may in the future propose and adopt legislation effecting additional fundamental changes in the healthcare delivery system. We cannot predict the ultimate content, timing or effect of any new healthcare legislation or regulations or any changes to existing regulations, nor is it possible at this time to estimate the impact of potential legislation or regulations on our business. It is possible that future legislation enacted by the U.S. Congress or state legislatures, or regulations promulgated by regulatory authorities at the federal or state level, could adversely affect us. Similarly, changes in private payor reimbursement programs could lead to adverse changes in government payor programs, and vice versa, either of which could adversely affect our business, financial condition or results of operations.

Risks Related to Regulatory Matters

Our operations are heavily regulated, which restricts our flexibility and subjects us to various costs and compliance risks.

The aviation services industry is regulated by various laws and regulations that apply to the domestic and international markets in which we operate. Our domestic operations are heavily regulated by a number of federal and state agencies. All of our U.S. flight operations are regulated by the FAA. Aircraft accidents are subject to the jurisdiction of the National Transportation Safety Board. Standards relating to workplace health and safety are monitored by the Occupational Safety and Health Administration (“OSHA”). We are also subject to various federal and state healthcare, communications, and other laws and regulations.

The FAA has jurisdiction over many aspects of our business, including personnel, aircraft, maintenance, training and ground facilities, and has the power to suspend or curtail the use of aircraft deemed unsafe. We are required to have an Air Taxi Certificate, granted by the FAA and the U.S. Department of Transportation (“DOT”), to transport personnel and property domestically in our helicopters. This certificate contains operating specifications that allow us to conduct our present operations, but it is potentially subject to amendment, suspension, or revocation in accordance with procedures set forth in the Federal Aviation Act of 1958 codified in Title 49 of the United States Code and the regulations promulgated thereunder, each as amended from time to time and as interpreted by DOT (the “Aviation Act”). In recent years, the FAA has imposed separate safety rules applicable to helicopter air ambulance service, which has increased our capital costs.

FAA regulations currently require that at least 75% of our voting securities be owned or controlled by persons that are a “citizen of the United States” as defined in Section 40102(a)(15) of the Aviation Act (a “U.S. Citizen”), and that our Chief Executive Officer, which is our highest ranking officer, and at least two-thirds of our directors and other managing officers be U.S. Citizens. Currently, our Chief Executive Officer and each member of our board of directors are U.S. Citizens. Moreover, as noted further below under the heading

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“—Risks Related to Provisions in our Charter Documents—Our articles of incorporation limit the ownership of voting securities by persons who are not U.S. Citizens, which could have adverse effects,” our certificate of incorporation provides for the automatic reduction in voting power of each share of voting common stock owned or controlled by a non-U.S. Citizen if necessary to comply with these regulations.

We are subject to significant regulatory oversight by OSHA and similar state agencies. We are also subject to the Communications Act of 1934 because of our ownership and operation of a radio communications network that we use to communicate with our pilots throughout our market territory.

Numerous other federal statutes and rules extensively regulate our domestic offshore operations and those of our oil and gas customers. Under these statutes and rules, the federal government has broad discretion to establish the terms under which offshore properties are leased and operated, and to suspend, curtail, or modify certain or all offshore operations. For example, failure to make appropriate customs filings can result in forfeiture and/or civil penalties levied by U.S. Customs and Border Protection (“CBP”) or other U.S. Government agencies. A suspension or substantial curtailment of offshore oil and gas operations for any prolonged period would have an immediate and materially adverse effect on us. A substantial modification of offshore operations could adversely affect the economics of such operations and result in reduced demand for our services. For additional related information, see “—Risks Related to Provisions in our Charter Documents” below.

In each of the international jurisdictions in which we operate, we typically must comply with a broad range of aviation and safety laws similar to those described above. In most of those markets, we must obtain approvals from civil aviation regulators to provide services. These regulatory requirements could delay, impede or prevent us from implementing plans to enter new international markets. Our international operations are also subject to U.S. and other laws and regulations regarding operating in foreign jurisdictions, including anti-corruption laws, trade compliance and economic sanctions laws, anti-competition laws, anti-boycott laws and tax laws. See “—Risks Related to Our International Operations” below.

As noted in greater detail in the risk factors below, the healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Among other things, these laws and regulations govern our reimbursements from Medicare and Medicaid and the privacy and security of the medical records of patients transported by us, our ability to create business relationships for the purposes of increasing transport volume, our ability to charge and collect for our services. Our domestic air medical operations are subject to regulation by the U.S. Department of Health and Human Services (“HHS”) and state licensing authorities, and further require us to obtain, maintain and periodically renew various state ambulance licenses. If we cannot timely obtain and thereafter maintain and renew these licenses in our operating markets, our ability to conduct or expand our air medical operations could be adversely affected.

Many of the principal governmental agencies that regulate us regularly conduct audits or inspections of our aircraft, facilities, training procedures, records or operations, and, if warranted by their findings, investigations of our affairs. Several of these agencies also require us to file reports confirming our continued compliance with applicable regulations. This continuous monitoring of our operations increases the risk that regulators will allege that we have failed to comply with all applicable laws and regulations.

If we fail to comply with the regulations cited above or others that are or in the future may become applicable to our business and operations, we could lose our operating authority or participation rights under one or more of the above-described or other necessary licenses, certificates, programs or laws. In addition, these detailed regulations are subject to change, increase our operating and compliance costs, limit our operational flexibility, and subject us to the risk of substantial fines and penalties in the event we fail to comply therewith.

Our operations are subject to stringent and comprehensive environmental, health and safety laws and regulations that may expose us to significant costs and liabilities.

Our operations are subject to stringent laws and regulations relating to the protection and preservation of the environment and human health and safety. Inherent in our business is the risk of incurring significant

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environmental costs and liabilities due to our (i) handling of petroleum products and generated wastes, (ii) air emissions and wastewater discharges, and (iii) historical operations and waste disposal practices. Environmental, health and safety laws and regulations generally require us to obtain permits such as air emissions and wastewater permits, require us to remain in compliance with the terms and conditions of such permits, restrict the types, quantities and concentrations of materials that can be released into the environment in connection with regulated activities, and impose substantial liabilities for pollution resulting from operations. Several of these laws impose joint and several strict liability on responsible parties. Failure to comply with these laws and regulations or the terms or conditions of required environmental permits may result in the assessment of administrative, civil or criminal penalties, the imposition of remedial obligations or corrective actions, and the issuance of injunctions limiting or prohibiting some or all of our operations, each of which could adversely affect our business. In many cases, we would not be able to recoup our losses from insurance.

We currently own and lease, and have in the past owned and leased, properties that have been used for many years by us or others for various aviation operational support and maintenance activities. Petroleum products and wastes may have been disposed of or released on or under properties owned or leased by us or on or under other locations where we have arranged for such petroleum products or wastes to be taken for disposal or recycling. In addition, many of these properties have been operated by third parties whose treatment and disposal or release of petroleum products or wastes were not under our control. Because operating and maintaining helicopters causes us to generate, handle, transport and dispose of materials that may be classified as “hazardous substances,” “hazardous wastes,” or other types of regulated materials, we may incur joint and several strict liability under applicable environmental laws, including the federal Comprehensive Environmental Response, Compensation, and Liability Act, also referred to as the Superfund Law, and the federal Resource Conservation and Recovery Act, as well as analogous state laws. Under such laws, we could be required to remove or remediate previously disposed wastes or property contamination, restore affected properties, or undertake measures to prevent future contamination. In addition, future spills or releases of regulated substances or the discovery of currently unknown contamination could expose us to material losses, expenditures and environmental liabilities, including liabilities resulting from lawsuits brought by private litigants or neighboring property owners or operators for personal injury or property damage related to our operations or the land on which our operations are conducted. We generally cannot recover these costs from insurance.

Our air medical operations are governed by various federal and state laws and regulations concerning the transportation and disposal of medical waste. Similar to the regulation of other hazardous substances, the regulation of the labeling, transportation and disposal of medical waste is rigorous, and subjects us to substantial potential penalties in the event we fail to comply therewith. In the event of an accident or environmental discharge or exposure related to medical waste, we may be held liable for any resulting damages, which may exceed our financial resources and adversely affect our business.

Changes in any of the above-described laws, regulations or enforcement policies could require us to obtain more costly pollution control equipment or subject us to more stringent permitting, waste handling, storage, transport, disposal or cleanup requirements or other unforeseen liabilities, any of which could require us to make significant expenditures. For example, certain domestic or foreign governmental bodies have pursued regulatory initiatives designed to restrict the emission of carbon dioxide, methane and other GHGs. Any adoption of laws or regulations that limits emissions of GHG from equipment or operations could result in increased costs to reduce such emissions from our operations as well as those of our customers and could adversely affect demand for our services.

Recent changes in healthcare laws and regulation could have a material impact on our business.

In 2010, the U.S. Congress enacted the ACA, which comprehensively reformed the domestic healthcare regulatory system by introducing changes designed to expand the number of Americans with healthcare coverage and to control healthcare costs. The long-term impact of the continuing implementation of the ACA on our air medical operations remains uncertain, because any benefits we may receive from serving fewer uninsured

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patients may be partly or fully offset by any resulting decrease in reimbursement rates per flight from Medicaid, Medicare and commercial insurance payors or by any increase in the number of Medicaid payors. Since the enactment of the ACA, the U.S. Congress has taken additional steps impacting the availability of healthcare coverage in the United States, which has further impacted our air medical operations. We anticipate that the U.S. Congress, state legislatures and third-party payors may continue to review and assess alternative healthcare delivery and payment systems, which could result in additional fundamental changes in the U.S. healthcare system. Moreover, changes in the leadership of governmental agencies that regulate us could lead to changes in healthcare regulations or policies or changes in the manner in which they are interpreted or enforced. For all these reasons, we cannot currently assess the ultimate impact of prevailing and future healthcare laws and regulations on our business, operations, financial results or prospects.

The U.S. Department of Veterans (the “VA”) recently published a final rule revising its payment methodology for beneficiary travel by ambulance and other special modes of transportation. Previously, the VA paid for beneficiary travel, including by air ambulance, provided the veteran met certain eligibility requirements, with the VA paying the actual cost of the special mode of transportation. Under the new rule, effective February 16, 2024, the VA will pay the lesser of (i) the actual charge for ambulance transportation (i.e., the provider’s billed charges) or (ii) the amount determined under the Medicare Ambulance Fee Schedule if the VA has not otherwise entered into a contract with the provider of ambulance services. Veterans utilize our air medical services and we expect the VA’s new rule will reduce revenues and could adversely affect our business, financial condition and results of operations.

Surprise medical billing legislation and regulations could adversely affect our business.

In December 2020, in connection with the Consolidated Appropriations Act, Congress enacted the NSA, which is intended to prevent or limit “surprise billing” in certain circumstances, particularly with respect to services provided by out-of-network providers, through a suite of legislative and regulatory reforms that went into effect in January 2022. There have been lawsuits challenging portions of the NSA in federal courts, including the methodology to calculate qualifying payment amounts (“QPA”) and use of QPA in the independent dispute resolution (“IDR”) process, and some of these lawsuits were brought by the air ambulance community. The federal agencies charged with implementing the NSA have continued to issue guidance regarding the implementation of the act, and we expect the agencies’, third-party payors’, IDR entities’ and courts’ interpretations of the law’s requirements will continue to evolve. See the section titled “Business—Governmental Regulation—Healthcare Reform.” We cannot predict the ultimate direction or scope of any impact that these changes will have on our ability to negotiate with commercial insurance plans at favorable reimbursement rates or to obtain or otherwise remain in contract with such plans, nor can we provide any assurance that the outstanding and future litigation, legislation or regulations will not lead to lower reimbursement, coverage and collection rates. While we have achieved what we consider a high success rate in the IDR process since the NSA became effective, there can be no assurances that we will be able to maintain this success rate and, over time, the NSA, including the ultimate implementation and interpretation thereof, could limit the amount we can charge and recover for our air medical services and harm our ability to negotiate or contract with certain payors, including causing third-party commercial payors to terminate or renegotiate existing contracts, coverage and reimbursement rates. Furthermore, our expectations with respect to the ultimate impact of the NSA on healthcare provider decision making and ultimately our business may prove inaccurate. Any of the foregoing could adversely affect our business, financial condition and results of operations.

Our air medical operations are subject to comprehensive and complex laws and rules that govern the manner in which we bill and are paid for our services by third-party payors, and our failure to comply with these rules could have serious consequences.

Like most healthcare providers, the majority of our air medical services are paid for by private and governmental third-party payors, including Medicare and Medicaid. These third party payors typically have differing, dynamic and complex billing and documentation requirements that we must meet in order to receive and retain payment for our services. Reimbursement to us is typically conditioned on our providing the correct

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codes and properly rendering and documenting the services, including the condition of the patient, the level of service provided, the credentials of the providers, the medical necessity for the services, and the site of service.

We must also comply with numerous other laws applicable to our air medical documentation and the claims we submit for payment, including but not limited to (1) “coordination of benefits” rules that dictate which payor we must bill first when a patient has potential coverage from multiple payors; (2) requirements that we timely repay any payor which pays us more than the amount to which we are entitled; (3) limitations on who we can bill for certain services; (4) requirements that our electronic claims for payment be submitted using certain standardized transaction codes and formats; and (5) laws requiring us to handle all health and financial information of our patients in a manner that complies with specified security and privacy standards. From time to time, the failure of the federal government to timely issue Medicare or Medicaid billing numbers has impeded our potential to expand operations.

Governmental and private third party payors and other enforcement agencies carefully audit and monitor our compliance with these and other applicable rules. Our failure to comply with the billing and other rules applicable to us could result in non-payment for services rendered or refunds of amounts previously paid for such services. In addition, non-compliance with these rules may cause us to incur civil and criminal penalties under a number of state and federal laws, including fines, penalties and exclusion from government healthcare programs such as Medicare and Medicaid, any of which could adversely affect our business, financial condition and results of operations.

Under federal and state privacy laws, our operations are subject to more stringent penalties in the event we improperly use, process or disclose protected health-related and other personal information regarding our customers, employees and patients.

The global data protection landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements and regulations governing the collection, use, disclosure, retention and security of personal information we may collect in connection with our operations. Implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards or perception of their requirements may have on our business. This evolution may create uncertainty in our business, affect our ability to operate in certain jurisdictions or to collect, store, transfer, use and share personal information, necessitate the acceptance of more onerous obligations in our contracts, result in liability or impose additional costs on us. The cost of compliance with these laws, regulations and standards is high and is likely to increase in the future.

Certain privacy regulations promulgated under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), contain detailed requirements concerning the use and disclosure of individually identifiable health information by our air medical operations. In addition to complying with these privacy requirements, we must implement certain administrative, physical, and technical security standards to protect the integrity, confidentiality and availability of certain electronic health information received, maintained, or transmitted by us or our business associates. Subsequent federal legislation or regulations have increased both the risk and consequences of enforcement actions. Under HIPAA and other related privacy laws or regulations, we are obligated to notify patients, the federal government or the media in the event of certain specified breaches of protected health information.

Many states in which we operate have also adopted data privacy laws that protect the privacy and security of confidential personal information. These laws may be similar to or even more protective than the federal provisions. Such laws and regulations will be subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future customers and strategic partners. Not only may some of these state laws impose fines and penalties upon violators, but some may afford private rights of action to individuals who believe their personal information has been misused. For example, California has passed a state statute, the California Consumer Privacy Act of 2018 which went into effect on

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January 1, 2020, and was amended by the California Privacy Rights Act which generally went into effect on January 1, 2023, which imposes stringent data privacy and security requirements and obligations with respect to the personal information of California residents as well as a private right of action for data breaches that has increased the likelihood of, and risks associated with data breach litigation. California’s aggressive steps to protect consumer privacy have been followed by similar actions in the legislatures of a number of other states which have passed legislation to provide their respective residents with similar rights. Recently, Washington State and Nevada have enacted broadly applicable law to protect the privacy of health-related information which generally requires consent for the collection, use, or sharing of any such information. New legislation anticipated to be enacted in various other states will continue to shape the data privacy environment nationally.

Failure to comply with applicable privacy and data security laws and regulations at the federal or state level could result in enforcement actions against us, including possible fines, imprisonment of Company officials and public censure, claims for damages by affected individuals, damage to our reputation and loss of goodwill, any of which could adversely affect our business, financial condition and results of operations.

Certain regulations dictate how we have structured our operations, and subject us to various costs and uncertainties.

The U.S. Centers for Medicare and Medicaid Services require us to complete and periodically update enrollment forms in order to obtain and maintain eligibility to receive reimbursements from Medicare and Medicaid. Under applicable regulations, relatively inconsequential changes in our management, operations, corporate structure or ownership might require us to provide notice of the changes and to re-enroll or take other steps necessary to maintain our eligibility to participate in these programs. In addition, certain FAA and/or DOT regulations are designed to ensure that license holders can demonstrate their control of assets, services and competent personnel necessary to provide safe flight services. In response to these regulatory requirements, we have segregated the operations of our different operating segments, which in certain instances has increased our operating and administrative costs. Although we believe our organizational structure is substantially consistent with applicable governmental regulations, we cannot assure you of this, and any failure to comply could adversely affect our business, financial condition and results of operations.

Legal and regulatory claims and proceedings could adversely affect us.

We are subject to claims, litigation and regulatory proceedings in the normal course of business and could become subject to additional claims in the future, some of which could be material. For example, we have been, and may in the future be, subject to actions relating to employee claims, medical malpractice claims, tax issues, grievance hearings before labor regulatory agencies, and miscellaneous third party tort actions. Claims and proceedings, whether or not they have merit and regardless of the outcome, are typically expensive and can divert the attention of management and other personnel for significant periods of time. Additionally, claims and proceedings can impact customer confidence and the general public’s perception of our company and our services, even if the underlying assertions are proven to be false. While we have established reserves we believe to be reasonable under the facts known, the outcomes of litigation and similar disputes are often difficult to reliably predict and may result in decisions or settlements that are contrary to, or in excess of, our expectations, and losses may exceed our reserves or any insurance coverage we may have. In addition, various factors and developments could lead us to make changes in our current estimates of liabilities and related insurance receivables or make new or modified estimates as a result of a judicial ruling or judgment, settlement, regulatory development or change in applicable law. Any claims or proceedings, particularly those in which we are unsuccessful or for which we did not establish adequate reserves or do not have adequate insurance coverage, could harm our reputation and could adversely affect our business, financial condition and results of operations.

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Changes in any of the above-described laws or regulations or new laws or regulations may limit our ability to plan and could subject us to further costs or constraints.

From time to time, the laws or regulations governing us or our customers, or the government’s policy of enforcing those laws or regulations, have changed frequently and materially, particularly in the recent past with respect to laws applicable to medical operations. The variability of these laws could hamper the ability of us and our customers to plan for the future or establish long-term strategies. Moreover, future changes in these laws or regulations, or the approval or implementation of new laws or regulations applicable to us, could further increase our operating or compliance costs, or further restrict our operational flexibility, any of which could adversely affect our business, financial condition and results of operations.

Risks Related to Our International Operations

Our international operations are subject to political, economic, regulatory and other uncertainties.

We operate in a number of foreign jurisdictions, including Australia, Canada, Trinidad, New Zealand, the Philippines, Cyprus, Ghana and Saudi Arabia, and PHI International represented approximately 20% of our 2022 revenue. As of June 30, 2023, we operated 27 aircraft in our PHI International segment.

Our international operations are subject to U.S. and foreign laws and regulations regarding operations in foreign jurisdictions in which we provide services. These numerous and sometimes conflicting laws and regulations include anti-corruption laws such as the Foreign Corrupt Practices Act (the “FCPA”) anti-competition laws, anti-boycott laws, tax laws, immigration laws, privacy laws and accounting requirements. Regulations that require the awarding of contracts to local contractors or the employment of local citizens may adversely affect our competitiveness in these jurisdictions. Local laws and regulations, and their interpretation and enforcement, differ significantly among those jurisdictions, and can change significantly over time. The laws in certain jurisdictions can be less settled and more subjective than U.S. laws. There is a risk that these laws or regulations may materially restrict our ability to deliver services in various foreign jurisdictions or could be breached through inadvertence or mistake, fraudulent or negligent behavior of our employees or agents, failure to comply with certain formal documentation or technical requirements, or otherwise. Violations of these laws and regulations could result in fines and penalties, criminal sanctions against us or our personnel, or prohibitions on the conduct of our business or our ability to operate in one or more countries, any of which could adversely affect our business, financial condition and results of operations.

In addition to these international regulatory risks, some of the other risks inherent in conducting business internationally include:

• tax, licensing, political or other business restrictions or requirements;

• problems collecting accounts receivable in a timely manner or at all;

• uncertainties concerning import and export restrictions, including the risk of fines or penalties assessed for violating export restrictions by the Office of Foreign Assets Control of the U.S. Department of Treasury, the U.S. Department of Commerce under the Export Administration Regulations and the Department of State under the International Traffic in Arms Regulations (“ITAR”);

• embargoes or other restrictive governmental actions that could limit our ability to operate in foreign countries;

• economic, social and political instability, with the attendant risks of war, terrorism, kidnapping, extortion, civic unrest and potential seizure or nationalization of assets;

• currency and repatriation restrictions and fluctuations in currency exchange rates;

• the ability to secure and maintain the necessary physical infrastructure supporting operations;

• potential submission of disputes to the jurisdiction of a foreign court or arbitration panel;

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• the inability to enforce our contract rights, either due to under-developed legal systems or government actions that result in a deprivation of contract rights;

• pandemics or epidemics that disrupt our ability to transport people, fly our aircraft or otherwise conduct operations;

• limitations in the availability, amount or terms of insurance coverage;

• laws, policies or practices that restrict with whom we can contract or otherwise limit the scope of operations that can legally or practicably be conducted within any particular country;

• the imposition of unanticipated or increased taxes; and

• challenges in staffing and managing foreign operations, including logistical and communication challenges.

Many of these risks are beyond our control, and we cannot predict the nature or the likelihood of the occurrence or corresponding effect of any such events, any of which could have an adverse effect on our business, financial condition and results of operations.

We are exposed to risks related to fluctuations in exchange rates in the international markets where we operate.

Our international operations subject us to risks related to fluctuations in foreign currency exchange rates and the strengthening of the U.S. dollar against the primary foreign currencies in these markets could adversely affect our revenue growth in future periods. For example, if the U.S. dollar strengthens against other currencies such as the New Zealand dollar or Australian dollar, our revenues reported in U.S. dollars would decline. Gains and losses from the remeasurement of assets and liabilities that are receivable or payable in currencies other than our subsidiaries’ functional currency are included in our consolidated statements of income and can also adversely affect our results of operations, even if there was no corresponding reduction in the health of our business. In the future, we may utilize derivative instruments to manage the risk of fluctuations in foreign currency exchange rates that could potentially impact our future earnings and forecasted cash flows. However, the markets in which we operate could restrict the removal or conversion of the local or foreign currency, resulting in our inability to hedge against some or all of these risks or increase our cost of conversion of local currency to U.S. dollar. Any of the foregoing or other risks related to foreign currency exchange rates could have an adverse effect on our business, financial condition and results of operations.

We operate in certain international areas through foreign entities that we do not control, which subjects us to a variety of risks.

In order to effectively compete in certain foreign jurisdictions, it is frequently necessary or required to establish joint ventures, strategic alliances or marketing arrangements with local operators, partners or agents. At times, we elect or are required by law to hold non-controlling investments in entities governed by foreign laws. For example, we acquired a minority investment in a Ghanaian entity for the purpose of providing flight services in Ghana and the West African region. In certain foreign jurisdictions, we also are subject to governmental regulation that limits foreign ownership of aircraft companies in favor of domestic ownership. Based on regulations in various markets in which we operate, our aircraft may be subject to deregistration and we may lose our ability to operate within these countries if certain levels of local ownership are not maintained. As a result, in some instances, we do not have the ability to control their policies, management or operations, including the scope and quality of the services provided by these affiliates, and these businesses may make strategic decisions that we do not agree with or otherwise operate the business in a manner with which we may disagree. Moreover, in certain instances, these local operators, partners or agents may have interests that are not always aligned with ours. Reliance on local operators, partners or agents could expose us to the risk of being held liable under the FCPA or other anti-corruption laws for actions taken by our strategic or local partners or agents

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even though these partners or agents may not themselves be subject to the FCPA or other applicable anti-corruption laws. Any determination that we have violated the FCPA or other anti-corruption laws could adversely affect our business, financial condition or results of operations.

Our failure to comply with trade compliance and economic sanctions laws and regulations of the United States and applicable international jurisdictions could adversely affect our business.

Our business must be conducted in compliance with applicable economic and trade sanctions as well as export control laws and regulations. These laws and regulations include those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council and other sanctions authorities applicable to our business. Our global operations expose us to the risk of violating, or being accused of violating, economic and trade sanctions and export control laws and regulations. The export control laws and regulations of the United States, which includes ITAR as administered by the U.S. Department of the State and the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce, can prohibit or restrict our ability to export, reexport or otherwise transfer in-country certain commodities, software and technology. For example, our PHI Health segment uses third-party technology and products such as night vision goggles that are regulated by and require us to secure licensing under ITAR. We rely on export licenses under ITAR for certain of our business activities and if we fail to obtain or renew licenses in the future, or if we fail to comply with the terms of our licenses, it could lead to violations of ITAR, and such violations could adversely impact our business, potentially in material ways. While we believe our export controls and sanctions policy and procedures are reasonably designed to maintain our compliance, there can be no assurance that we will continue to be in compliance in the future. For instance, while our export control professionals have determined the export control classification status of the items we use in our operations, there can be no assurance those export control classifications are correct, and if they are not, we could be found to not be in compliance with U.S. export controls. Any failure to comply with these laws and regulations could adversely affect our business, financial condition and results of operations.

Regional instability in the Middle East and other of our overseas markets could adversely affect business conditions and disrupt our operations.

We currently operate in several foreign regions, including in the Middle East, the Mediterranean Sea and West Africa. Many of these areas, particularly in the Middle East, have experienced political, economic and social instability and uncertainty. Adjoining or nearby countries have experienced civil war, military campaigns, civil unrest, terrorist activities, political turbulence or other forms of unrest. Any of these forms of unrest in areas in which we operate could adversely impact our operations in several ways, including endangering the safety of our personnel in the region, interfering with our ability to transport parts or personnel to the region, disrupting our operations, increasing our operating costs, and subjecting us to the risk of expropriation or other substantial changes in laws or regulations governing our overseas operations. Any of the forgoing or similar risks could materially and adversely affect our business, financial condition and results of operations.

Our attempts to enter new international markets may not be successful.

To diversify our operations and maximize usage of our fleet, we periodically seek to enter new international markets, particularly to provide offshore services. To enter new markets, we typically must obtain an operating license and develop new procedures, practices and logistics to accommodate the geographic, weather, competitive and regulatory conditions of the new market. These efforts may be time consuming or costly and may be opposed by incumbent operators. Moreover, as noted above, we frequently must establish joint ventures or similar arrangements with local partners. For all these reasons, we cannot assure you that our attempts to enter new international markets will succeed.

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Risks Related to our Indebtedness, Liquidity and Capital Resources

Our indebtedness could adversely affect our financial condition and impair our ability to operate our business.

As of June 30, 2023, we had secured indebtedness of $  million, all of which was outstanding under our term loan facility. There was $  million outstanding under our revolving credit facilities as of June 30, 2023. Our credit facilities contain a number of significant restrictions and covenants that generally restrict our business and limit our ability to, among other things:

• dispose of certain assets;

• incur or guarantee additional indebtedness;

• enter into new lines of business;

• make investments, intercompany loans or certain payments in respect of indebtedness;

• incur or maintain certain liens;

• enter into transactions with affiliates;

• engage in certain sale and leaseback transactions;

• declare or pay dividends and make other restricted payments, including the repurchase or redemption of our stock; and

• engage in mergers, consolidations, liquidations and certain asset sales.

The credit facilities also require us to maintain certain financial ratios commencing with the fiscal quarter ending December 31, 2023, including a fixed charge coverage ratio covenant of not less than 1.10 to 1 and a net leverage ratio covenant of no greater than 3.50 to 1.

These and other similar provisions in these and other documents could have adverse consequences on our business and to our investors because they limit our ability to take these actions even if we believe that it would contribute to our future growth or improve our operating results. For example, these restrictions could limit our flexibility in planning for or reacting to changes in our business and our industry, thereby inhibiting our ability to react to markets and potentially making us more vulnerable to downturns. If our debt levels increase significantly, these restrictions could also require that we commit a meaningful portion of our cash flow from operations to make interest payments, thereby reducing the cash flow available for working capital, to fund capital expenditures or other corporate purposes and to generally grow our business. Furthermore, these restrictions could prevent us from pursuing a strategic transaction that we believe would benefit our company. Subject to the limits contained in our existing debt and lease instruments, we may be able to incur substantial additional debt from time to time. If we do so, the effects of each of these factors could be intensified.

Our ability to comply with these provisions may be affected by events beyond our control. A breach of any of these provisions or any inability to comply with mandated financial ratios could result in a default, in which case the counterparties may have the right to declare all borrowings or other amounts due thereunder to be immediately due and payable. If we are unable to pay any amounts when due, whether periodic payments, at maturity or if declared due and payable following a default, the counterparties would have the right to proceed against the pledged collateral securing the indebtedness. Therefore, the restrictions under these agreements and any breach of the covenants or failure to otherwise comply with the terms thereof could adversely affect our business, financial condition and results of operations.

Our business requires us to incur substantial capital expenditures.

Our business is capital intensive, and we anticipate that our capital requirements will continue to be significant in the future. Our capital expenditures relate primarily to the purchase of aircraft, as well as capital

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improvements that enhance the value or safety of our aircraft and related infrastructure or that are necessitated by changes in technology or customer preferences. If we fail to adequately invest in our aircraft and related infrastructure in the future, the competitiveness of our fleet and service offerings could suffer and our business, financial condition and results of operations could be adversely affected.

We expect to periodically require financing, and we cannot assure you that we will be able to obtain such financing on terms that are acceptable to us, or at all.

We may seek financing from time to time to fund other cash requirements, such as financing acquisitions of businesses or aircraft or paying unanticipated liabilities. Our ability to arrange additional financing will depend on, among other factors, our financial position, performance, and credit ratings, as well as prevailing market -conditions and other factors beyond our control. Global financial markets continue to be volatile. Prevailing market conditions could be adversely affected by (i) general economic conditions, such as disruptions in domestic or overseas sovereign debt markets, geo-political instabilities, contractions or limited growth in the economy or other similar adverse economic developments in the United States or abroad, and (ii) specific conditions in the oil and gas industry, such as low commodity prices.

If we are required to refinance our indebtedness or otherwise incur additional indebtedness to fund strategic transactions or otherwise, any additional financing may not be available on terms favorable to us or at all. If, at such time, market conditions are materially different or our credit profile has deteriorated, the cost of refinancing our debt may be significantly higher than our indebtedness existing at that time, or we may not be able to refinance our debt at all. Any failure to meet any future debt service obligations or any inability to obtain any additional financing on terms acceptable to us or to comply therewith could adversely affect our business, financial condition and results of operations.

Risks Related to the Offering and Ownership of Our Common Stock

There is currently no active public market for shares of our common stock and an active trading market for our common stock may never develop.

While our common stock has traded sporadically over-the-counter since we emerged from bankruptcy in September 2019, there is no active public market for shares of our common stock and, while we intend to apply to list our common stock on the NYSE under the symbol “ROTR,” an active trading market for our common stock may never develop or, if one develops, it may not be sustained following this offering. In addition, our public “float,” which is the total number of our outstanding shares less the shares held by our affiliates, is likely to be quite limited. Accordingly, no assurance can be given as to the following:

• the likelihood that an active trading market for our common stock will develop or be sustained;

• the liquidity of such market;

• the ability of our stockholders to sell their shares of common stock; or

• the price that our stockholders may obtain for their common stock

If an active market for our common stock with meaningful trading volume does not develop or is not maintained, the market price of our common stock may decline materially and you may not be able to sell your shares. The initial public offering price for our shares will be determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid in the offering.

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The trading price of our common stock may be volatile and could decline substantially following the offering.

The market price of our common stock following this offering may be highly volatile and subject to wide fluctuations. Some of the factors that could negatively affect the market price of our common stock or result in significant fluctuations in price, regardless of our actual operating performance, include:

• actual or anticipated variations in our quarterly operating results;

• changes in market valuations of similar companies;

• changes in the markets in which we operate;

• additions or departures of key personnel;

• actions by stockholders, including sales of large blocks of our common stock;

• speculation in the press or investment community;

• short selling of our common stock or related derivative securities or hedging activities;

• general market, economic and political conditions, including an economic slowdown;

• changes in interest rates or sustained periods of higher inflation;

• our operating performance and the performance of other similar companies;

• our ability to accurately project future results and our ability to achieve those or meet the expectations of other industry and analyst forecasts; and

• new legislation or other regulatory developments that adversely affect us, our markets or our industry.

Furthermore, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry, and often occurs without regard to the operating performance of the affected companies. Therefore, factors that have little or nothing to do with us could cause the price of our common stock to fluctuate, and these fluctuations or any fluctuations related to our company could cause the market price of our common stock to decline materially.

The coverage of our business or our common stock by securities or industry analysts or the absence thereof could adversely affect our stock price and trading volume.

The trading market for our common stock will be influenced in part by the research and other reports that industry or securities analysts may publish about us or our business or industry. We do not currently have, and may never obtain, research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price and volume of our stock would likely be negatively impacted. If analysts do cover us and one or more of them downgrade our stock, or if they issue other unfavorable commentary about us or our industry or inaccurate research, our stock price would likely decline. Furthermore, if one or more of these analysts cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets. Any of the foregoing would likely cause our stock price and trading volume to decline.

We are an emerging growth company, and any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in

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our registration statements, periodic reports and proxy statements, the inclusion of only two years of audited financial statements in this prospectus and exemptions from the requirements to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have chosen to “opt in” to this extended transition period for complying with new or revised accounting standards and, as a result, we will not be subject to the same new or revised accounting standards as other public companies that comply with such new or revised standards on a non-delayed basis. We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the date of this prospectus; (ii) the last day of the fiscal year in which we have total annual gross revenues of at least $1.235 billion; (iii) the end of any fiscal year in which the market value of our common stock held by non-affiliates is greater than $700.0 million as of the last business day of our second quarter of that fiscal year; or (iv) the date on which we have issued more than $1.0 billion in nonconvertible debt during the prior three-year period. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

Future sales of our common stock in the public market could cause our stock price to fall.

We issued shares of common stock and warrants to purchase common stock pursuant to our plan of reorganization approved by the bankruptcy court on August 29, 2019 and that became effective on September 4, 2019 (the “Plan of Reorganization”). See the sections titled “Business—Chapter 11 Bankruptcy” and “Description of Our Securities—Warrants.” These securities issued pursuant to the Plan of Reorganization are not “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, and are freely tradable and transferable by any initial recipient thereof that (i) is not an “affiliate” of ours as defined in Rule 144(a)(1) under the Securities Act, (ii) has not been an “affiliate” within 90 days of such transfer, and (iii) is not an entity that is an “underwriter” as defined in Section 1145(b) of the Bankruptcy Code. As a result, subject to applicable securities laws, including the registration requirements of the Securities Act and the lock-up agreements described below, all outstanding shares of our common stock and warrants held by holders who meet the foregoing description will be eligible for resale in the public market following the completion of this offering. However, shares and warrants held by our affiliates may only be resold into the public markets if they are registered under the Securities Act or in accordance with the requirements of a safe harbor or an exemption from registration, including Rule 144 and its volume limitations and manner of sale and notice requirements. Shares that are restricted securities that are held by parties other than our affiliates are not subject to the volume limitations and manner of sale and notice requirements of Rule 144. Additionally, we, our executive officers, directors and certain of our other existing securityholders will enter into lock-up agreements with the underwriters that will, subject to certain exceptions, restrict the sale of shares of our common stock held by them for 180 days following the date of this prospectus. The underwriters may, however, without notice except in certain limited circumstances, release all or any portion of the shares of common stock subject to lock-up agreements. See the section titled “Underwriting” for a description of these lock-up agreements. The market price of our common stock may decline materially when these restrictions on resale by our other affiliates lapse or if they are waived.

Pursuant to the terms of a Registration Rights Agreement, certain affiliates of Q Investments (together with its affiliates, including 5 Essex, LLC and Renegade Swish, LLC, “Q Investments”), certain affiliates of Oaktree Capital Management (together with its affiliates, “Oaktree Capital Management”) and certain affiliates of First Pacific Advisors (together with its affiliates, “First Pacific Advisors”), each a greater than 5% beneficial owner of our common stock, have the right to demand that we register under the Securities Act their shares of common stock, including shares issuable upon exercise of any warrants they hold, as well as the right to include their shares in any other registration statement that we file with the SEC, subject to certain exceptions. In the aggregate, these stockholders hold 18,905,123 shares, or approximately 78.3% of our outstanding shares of

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common stock, and Creditor Warrants, which have an exercise price of $0.001 per share, representing, in the aggregate, the right to acquire an additional 3,242,212 shares of our common stock. Assuming all of such warrants were exercised, but no warrants held by other warrantholders were exercised, these three stockholders would hold an aggregate of 22,147,335 shares or approximately 81.0% of our outstanding shares as of June 30, 2023 on a pro forma basis. Following the completion of this offering, assuming the sale of the shares of common stock proposed to be offered and sold by us, we expect that these three investors will hold an aggregate of    shares, or approximately   % of our outstanding shares of common stock, and Creditor Warrants, representing, in the aggregate, the right to acquire an additional    shares of our common stock that, if exercised (without the exercise by any other warrantholders of such warrants), would result in these three stockholders holding an aggregate of    shares or approximately   % of our standing shares as of June 30, 2023 on a pro forma basis.

Any registration of some or all of these or other shares of common stock would enable those shares to be sold in the public market without any volume, manner of sale or other requirements, subject to certain restrictions in the Registration Rights Agreement and the restrictions under the lock-up agreements referenced above. Any sale by one or more of these parties or other stockholders with significant share ownership, or any perception in the public markets that such a transaction may occur, could cause the market price of our common stock to decline materially.

We will also file a registration statement on Form S-8 under the Securities Act registering shares underlying outstanding awards or awards to be granted in the future pursuant to the terms of the Existing Stock Plan and any future equity incentive plans. Subject to the terms of the awards pursuant to which these shares have been or may be granted, and except for shares held by affiliates who will be subject to the resale restrictions described above, the shares issuable pursuant to awards granted under our stock incentive plans will be available for sale in the public market immediately.

See the section titled “Shares Eligible for Future Sale.”

A significant portion of our existing common stock following the completion of this offering will not be subject to the “lock up” agreements that govern the sale of shares held by our largest stockholders as described in the section titled “Underwriting,” and as a result, may be immediately sold in the public market following the completion of this offering, which could cause the price of our common stock to decrease.

As described in the risk factor “Future sales of our common stock in the public market could cause our stock price to fall” above, shares of our common stock were issued to “pre-petition” holders of our equity and debt securities and those shares are not “restricted securities” as defined in Rule 144(a)(3) under the Securities Act. Further, approximately  % of our outstanding shares of common stock following the completion of this offering (and assuming the sale of the shares of common stock proposed to be offered and sold by us as set forth herein), which we believe are held by approximately    shareholders, will not be subject to the lock-up agreements described in the section titled “Underwriting.” As a result, the shares held by these holders may be immediately sold in the public market following the completion of this offering, which could cause the price of our common stock to decrease.

Certain significant stockholders may have conflicts of interest with other stockholders and may limit your ability to influence corporate matters and adversely affect our share price. Our Chief Executive Officer and chairman of our board of directors is a partner in Q Investments and a director nominee is a partner in and chief financial officer of Q Investments.

As of June 30, 2023, affiliates of Q Investments, Oaktree Capital Management and First Pacific Advisors beneficially own approximately 51.4%, 17.3% and 18.2%, respectively, of our common stock and, following the completion of this offering, assuming the sale of the shares of common stock proposed to be offered and sold by

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us as set forth herein, we expect that these three investors will hold   %,   % and   %, respectively, of our common stock. Mr. Scott McCarty, our Chief Executive Officer and chairman of the board of directors is a partner of Q Investments, and Ms. Mandi Noss, a director nominee, is a partner in and chief financial officer of Q Investments. The individual interests of Q Investments, Oaktree Capital Management and First Pacific Advisors and their respective affiliates may not always coincide with our interests as a company or the interests of our other stockholders. See the section titled “Principal Stockholders.” In addition, in his capacity as partner in Q Investments and in her capacity as a partner in and chief financial officer of Q Investments, each of Mr. Scott McCarty and Ms. Mandi Noss may be involved in any future decision by Q Investments to sell shares of our common stock. Any such decision to sell could cause our stock price to fall. In addition, we do not currently have a specific policy in place addressing potential conflicts of interests between Q Investments and the Company. See the risk factor titled “Future sales of our common stock in the public market could cause our stock price to fall” above.

As a result of this concentration of stock ownership and, in some cases, affiliations with our CEO and members of our board, each of these stockholders acting alone has sufficient voting power to significantly influence or, acting together as a group, has sufficient voting power to effectively control matters submitted to our stockholders for approval, including director elections, subject to very limited exceptions. This concentration of ownership may also delay or prevent a merger, consolidation or other business combination or change in control of our company and make some transactions that might otherwise give investors the opportunity to realize a premium over the then-prevailing market price of our common stock more difficult or impossible without the support of these stockholders. Because we have opted out of Section 203 of the Delaware General Corporation Law (the “DGCL”), regulating certain business combinations with interested stockholders, these parties may, without the approval of our board of directors or other stockholders transfer control of us to a third party by transferring their common stock, which may limit the price that investors are willing to pay in the future for shares of our common stock. Accordingly, in certain circumstances these parties could cause us to enter into a change of control or other agreement or transaction or make other decisions with which our other investors would disagree.

Q Investments, Oaktree Capital Management and First Pacific Advisors and their respective affiliates are each in the business of making investments in companies and may from time to time invest in businesses with similar activities or related lines of business as ours or that compete directly or indirectly with us. These parties or their respective affiliates may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. In recognition of these facts and that certain partners, employees or other affiliates of these and other similar entities that hold our capital stock may serve as a member of our board of directors or as corporate officers, our certificate of incorporation provides for the allocation of certain corporate opportunities between us and these stockholders. Specifically, a corporate opportunity offered to any director appointee of this type of stockholder will belong to that stockholder unless the opportunity was expressly offered to the stockholder’s director appointee solely in his or her capacity as a member of our board of directors. Any director appointee of one of these stockholders will, to the fullest extent permitted by law, have fully satisfied and fulfilled his or her fiduciary duty to us and our stockholders with respect to any such corporate opportunity and we, to the fullest extent permitted by law, waive any claim that the opportunity constituted a corporate opportunity that should have been presented to us or any of our affiliates, so long as such director acts in good faith in a manner consistent with the foregoing policy. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. Further, Texas Exchange Bank, the majority shareholder of which is also a partner of Q Investments, is a lender under our credit facilities, responsible for an aggregate of $7.5 million or 18.75% of the outstanding borrowings under our term loans and an aggregate of $22.5 million or 18.75% of commitments under our revolving credit facilities, and, under certain circumstances, Texas Exchange Bank has the ability to acquire the right, title and interest as a lender of additional amounts outstanding under the credit facilities. Texas Exchange Bank may determine to take certain actions that it determines to be in its best interests as a lender without regard to the interests of our stockholders. See the section titled “Certain Relationships and Related Party Transactions—Credit Agreement.”

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These potential conflicts of interest could adversely affect our business, financial condition and results of operations if, among other things, attractive corporate opportunities are allocated to any of these stockholders or their other affiliates. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. See “Corporate Opportunities” in the section titled “Description of our Securities.”

Certain outstanding warrants to purchase common stock will cause substantial dilution upon exercise or could in the future require that we pay significant amounts to cash-out such warrants.

Pursuant to the Plan of Reorganization, we issued to certain unsecured creditors Creditor Warrants, which entitled holders to purchase shares of our common stock with an exercise price of $0.001 per share and expire in 2044. As of June 30, 2023, based on the number of Creditor Warrants outstanding, the Creditor Warrants represented the right to acquire an aggregate of 5,266,355 shares of our common stock, which represents approximately 21.8% of the number of our outstanding shares of common stock as of such date. To the extent not limited by the Aviation Act foreign ownership restrictions, the Creditor Warrants are exercisable immediately and at a price well below the fair market value of our common stock. Therefore, our existing stockholders will experience immediate and potentially substantial dilution in the future to the extent some or all of these warrants are exercised. The proceeds we receive upon any exercise will also be de minimis.

Additionally, on the expiration date in 2044, immediately prior to the expiration thereof, without requiring any action by the holders, each unexercised Creditor Warrant will be deemed to be exercised in full to the extent the shares of common stock issuable upon such automatic exercise will not constitute Excess Shares (as defined in our certificate of incorporation) at such time. To the extent any such automatic exercise would result in the issuance of Excess Shares, then in lieu of issuing the shares that would represent Excess Shares, we will be required to pay to those holders the consideration that would be payable pursuant to our certificate of incorporation if such Excess Shares were issued to the holders, and then immediately redeemed, on such date, as provided for in our certificate of incorporation. Any such forced cash-out of Creditor Warrants could, depending on the value of our common stock at such time and the number of shares we are required to cash-out, require that we pay in cash a significant amount of money in the aggregate.

See “Warrants” and “Capital Stock—Foreign Ownership Restrictions” in the section titled “Description of Our Securities.”

Although we are not presently eligible to be a “controlled company” within the meaning of the NYSE rules, upon the exercise by Q Investments of the Creditor Warrants it holds at a future date, we may qualify for and choose to rely on exemptions from certain NYSE corporate governance requirements.

As of June 30, 2023, Q Investments owned 47.7% of the outstanding shares of our common stock and Creditor Warrants representing the right to acquire an additional 1,815,118 shares of common stock. If Q Investments exercises its Creditor Warrants in full, depending on the number of shares ultimately sold by us in the offering and outstanding at such time, with such exercise, Q Investments could increase its ownership of our common stock to a number of shares that represents more than 50% of the voting power of our outstanding shares of common stock for the election of directors. If this exercise were to occur, we would be a “controlled company” within the meaning of the NYSE corporate governance standards and become eligible to take advantage of exemptions from certain corporate governance requirements under the relevant NYSE rules, including the requirement that a majority of our board of directors consist of independent directors and the requirements that our compensation and nominating and corporate governance committees be composed entirely of independent directors. Were we to take advantage of one or more of these exceptions to the NYSE governance standards, investors would not have the same protections afforded to stockholders of companies that are subject to all of the applicable NYSE corporate governance requirements. See the section titled “Principal Stockholders.”

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If you purchase shares of common stock sold in this offering, you will experience immediate and substantial dilution and you may suffer additional dilution in the future.

If you purchase shares our common stock in this offering, the value of your shares based on our actual book value will immediately be less than the price you paid. This reduction in the value of your equity is known as dilution. If you purchase shares in this offering, you will suffer, as of June 30, 2023, immediate dilution of $   per share in the net tangible book value after giving effect to the sale of common stock in this offering and the estimated expenses payable by us, and the application of the net proceeds as described in the section titled “Use of Proceeds.” We have issued the Creditor Warrants and awards of restricted stock and restricted stock unites (“RSUs”) and, in the future, also expect to grant stock options, RSUs and other forms of stock-based compensation to our directors, officers and employees and you will experience additional dilution in the future when these warrants and equity awards are exercised or vest, as applicable. If we raise funds in the future by issuing additional securities, any newly issued shares or shares issued upon conversion or exercise of such securities will further dilute your ownership.

We have no present intention to pay dividends on our common stock.

We have no present intention to pay dividends on our common stock in the future. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our credit facilities agreements governing any other indebtedness we may enter into and other factors that our board of directors deems relevant. See the section titled “Dividends.” In addition, the agreement governing our existing indebtedness contains, and debt instruments that we enter into in the future may contain, covenants that place limitations on the amount of dividends we may pay. Accordingly, you may need to sell your shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.

Risks Related to Provisions in our Charter Documents

Provisions of our charter documents could discourage, delay or prevent a merger or acquisition at a premium price.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. For example, our certificate of incorporation and bylaws include provisions that:

• permit us to issue, without stockholder approval, preferred stock in one or more series and, with respect to each series, fix the number of shares constituting the series and the designation of the series, the voting powers, if any, of the shares of the series and the preferences and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of the series;

• prevent stockholders from acting by written consent;

• limit the ability of stockholders to amend our certificate of incorporation and bylaws;

• require advance notice for nominations for election to the board of directors and for stockholder proposals; and

• do not permit cumulative voting in the election of our directors, which means that the holders of a majority of our common stock may elect all of the directors standing for election.

These provisions may discourage, delay or prevent a merger or acquisition of our company, including a transaction in which the acquirer may offer a premium price for our common stock. See “Provisions of Our Certificate of Incorporation and Bylaws and Delaware Law That May Have an Anti-Takeover Effect” in the section titled “Description of Our Securities.”

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Our certificate of incorporation limits the ownership of voting securities by persons who are not U.S. Citizens, which could have certain adverse effects.

We must comply with certain securities ownership requirements in order to assure that we will be permitted to hold operating certificates and certificates of registration issued by the FAA pursuant to regulations promulgated under the Aviation Act. Failure to comply with these requirements could jeopardize our continued ability to register the aircraft with the FAA and/or hold FAA operating certificates. To assure such compliance, our certificate of incorporation includes certain provisions designed to enable us to regulate the ownership of our capital stock by persons who are not U.S. Citizens. Specifically, our certificate of incorporation provides that if at any time the voting interest of “Non-Citizen Owned Securities” exceeds the “Permitted Percentage” (in each case as defined in our certificate of incorporation), which such percentage is currently 24.9%, then (i) the voting power otherwise attributable to each Non-Citizen Owned Securities will be immediately and automatically reduced on a pro rata basis in the manner prescribed therein without any further action by us so that the maximum number of votes that may be cast by the holders of all Non-Citizen Owned Securities will equal the Permitted Percentage and (ii) the total voting power of any affected class or series of voting securities will also be immediately and automatically reduced without any further action by us to give effect to such above-described change. See “Capital Stock—Foreign Ownership Restrictions” in the section titled “Description of Our Securities.”

These foreign ownership restrictions could limit the trading liquidity of our common stock by reducing our pool of potential stockholders. In addition, if we were to seek to sell any portion of our business that requires holding aircraft ownership and/or an FAA operating certificate, we would have fewer potential purchasers, since some potential purchasers might be unable or unwilling to satisfy the foreign ownership restrictions described above. As a result, the sales price for that portion of our business may not attain the amount that could be obtained in an unregulated market.

Our certificate of incorporation includes an exclusive forum clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Our certificate of incorporation provides that, unless we consent 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 Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action asserting a claim against the Company, its directors or employees arising pursuant to any provision of the DGCL or the certificate of incorporation or the bylaws, or (d) any action asserting a claim against the Company, 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). In addition, our bylaws further provide that, unless we, in writing, select or consent to the selection of an alternative forum, the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act, to the fullest extent permitted by law, shall be the federal district courts of the United States of America. This forum selection clause does not apply to claims asserted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but it does apply to claims arising under the Securities Act.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. While investors cannot waive compliance with the federal securities laws and rules and regulations thereunder and there is uncertainty as to whether a court would enforce such provision, the exclusive forum clause may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors or officers. Alternatively, if a court were to find the choice of

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forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and results of operations. See “Exclusive Forum Clause” in the section titled “Description of Our Securities.”

General Business Risks

Climate change, including climate change policies and the increased frequency or severity of natural and catastrophic events, may adversely impact our business and that of our customers and suppliers, particularly in the oil and gas exploration and production industry.

The threat of climate change continues to attract considerable attention in the United States and in foreign countries. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs, as well as to restrict or eliminate such future emissions. As a result, our business, including the oil and gas exploration and production operations we service, are subject to a series of regulatory, political, litigation and financial risks associated with the emission of GHGs.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions could result in increased costs of compliance for us and our customers and suppliers, as well as a shift away from fossil fuels, which could in turn result in decreased demand for our services, including from our oil and gas exploration and production customers. Additionally, political, litigation and financial risks may result in our restricting or cancelling services, or having an impaired ability to continue to operate in an economic manner. One or more of these developments could adversely affect our business, financial condition and results of operations.

Many scientists have concluded that increasing concentrations of GHGs in the atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms (including hurricanes, typhoons, cyclones and other tropical storms), droughts, floods and other climate events that could have an adverse effect on our business and that of our customers and suppliers. Potential adverse effects could include damages to facilities and assets, including our fleet, from powerful winds or rising waters in coastal or low lying areas, disruption of activities, whether because of climate-related damages to assets or the costs arising from such climatic effects, less efficient or non-routine operating practices necessitated by climate effects or increased costs for insurance coverage in the aftermath of such effects. We may not be able to recover through insurance some or any of the damages, losses or costs that may result from potential physical effects of climate change. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

Actual or threatened health outbreaks, such as the COVID-19 pandemic, or other major health crises could adversely affect our business.

Our business could be adversely affected by the impact of public health outbreaks, epidemics, pandemics or other major health crises. Actual or threatened health emergencies can adversely affect us in a number of different ways, including declines in global economy activity, volatility in capital markets, limitations or outright restrictions our employees ability to work, adverse impacts on our suppliers’ or customers’ respective businesses and significant disruptions in the markets we serve, whether as a result of the outbreak or the resulting quarantines, travel restrictions, business closures or other government-imposed restrictions. Further, the adverse effects of a health emergency can heighten many of the other risks we face.

As an example, the COVID-19 pandemic and the efforts to control it initially resulted in a significant decline in global economic activity with governments around the world implementing stringent measures to help reduce the spread of the virus. The resulting downturn in economic activity materially and adversely impacted global demand and prices for crude oil, natural gas and refined petroleum products, particularly in the first half of 2020. These

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disruptions materially and adversely affected a number of industries, including the crude oil and gas industry, as well as many of the markets in which we operate, reducing demand and increasing price competition for our services. As a result, our revenues declined in 2020, primarily as a result of decreased flight hours and a reduced number of transports. Other adverse effects of the COVID-19 pandemic included significant volatility and disruption of the global financial markets, supply chain disruptions, inflationary pressures and temporary closures of the facilities of certain of our customers and suppliers, with the supply chain and inflationary impacts still on-going.

While the prices of and demand for crude oil, natural gas and refined petroleum products have recovered from the lows seen in the early stages of the pandemic, the extent to which the pandemic may continue to impact the industries we serve and the markets where we operate and, therefore, our business, depends on a variety of factors, many of which are beyond our control, including the emergence of new variants and the longer-term efficacy of containment and vaccination efforts. Although we have not recently experienced any material adverse impact from the COVID-19 pandemic, it could again adversely affect our business, financial condition and results of operations as it did in the early stages or in ways that we cannot currently predict or that we do not currently consider to pose significant risks to our business.

We will incur increased costs and obligations as a result of being a publicly traded company.

As a company with publicly-traded securities, we will be subject to the requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations. These rules and regulations require that we adopt additional controls and procedures and disclosure, corporate governance and other practices thereby significantly increasing our legal, financial and other compliance costs. These new obligations will also make other aspects of our business more difficult, time-consuming or costly and increase demand on our personnel, systems and other resources. For example, to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we will need to commit significant resources, hire additional staff and provide additional management oversight. Furthermore, as a result of disclosure of information in this prospectus and in our Exchange Act and other filings required of a public company, our business and financial condition will become more visible, which we believe may give some of our competitors who may not be similarly required to disclose this type of information a competitive advantage. In addition to these added costs and burdens, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, other regulatory actions and civil litigation, any of which could negatively affect the price of our common stock.

In addition, as a publicly traded company we may face additional challenges in implementing any corporate reorganization activities. To the extent we elect to engage in such activities in the future, we may incur additional costs and we may not experience the benefits we expect to as a result of any such corporate reorganization.

Our internal control over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

As a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting. As an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which our controls are documented, designed or operating.

To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing additional internal controls and procedures and hiring additional accounting or internal

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audit staff. Testing and maintaining internal controls can divert our management’s attention from other matters that are important to the operation of our business. If we identify material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 or assert that our internal control over financial reporting are effective, or if, when we become subject to Section 404(b) of the Sarbanes-Oxley Act, our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the SEC or other regulatory authorities, which could require additional financial and management resources.

Any inability to protect our intellectual property or claims that we infringe on the intellectual property rights of others could adversely affect us.

We rely on a combination of trademarks, trade names, confidentiality and nondisclosure clauses and agreements, and other unregistered rights to define and protect our rights to our brand and the intellectual property used in our business. However, we cannot guarantee that any of our registered or unregistered intellectual property rights, or claims thereto, will now or in the future successfully protect our intellectual property, or that our rights will not be circumvented or successfully opposed or otherwise challenged. We also cannot guarantee that applications filed will be approved. Additionally, we may in the future face claims that we are infringing the intellectual property rights of others. If we are found to infringe the intellectual property rights of others, our business could be significantly restricted or prohibited and we may be required to pay substantial damages or on-going licensing fees. Any inability to protect our intellectual property rights or any misappropriation of the intellectual property of others could adversely affect our business, financial condition and results of operations.

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FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” These forward-looking statements are included throughout this prospectus, including in the sections titled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Certain Relationships and Related Party Transactions,” and relate to matters such as our expected growth of our business and the industries in which we operate, industry, business strategy, including geographic growth, goals and expectations concerning our market position, future operations, regulatory headwinds or tailwinds, margins, profitability, capital expenditures, liquidity, capital resources and other financial and operating information. We have used words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “target,” “will” and other similar terms and phrases to identify forward-looking statements. Forward-looking statements are inherently uncertain and are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:

• our ability to maintain our safety record;

• helicopter operations are inherently risky, and our insurance may be insufficient to cover our losses;

• our dependence on certain large customers;

• our ability to attract and retain the necessary personnel, including pilots;

• negative publicity;

• adverse weather conditions and seasonal factors;

• our ability to properly deploy our helicopters;

• the limited and volatile market for the sale of used aircraft;

• our contracts generally can be terminated or downsized by our customers without penalty or may not be renewed when they expire;

• the competitive nature of the helicopter services business;

• our ability to qualify as an eligible bidder under contract criteria and to compete successfully against other qualified bidders to obtain certain of our contracts;

• our dependence on a small number of helicopter manufacturers for our supply of new helicopters;

• the supply of aircraft components and parts for the maintenance and repair of aircraft;

• the impact of supply chain disruptions and inflation;

• whether our expectations around the benefit of the NSA materialize or not;

• our dependence on the offshore oil and gas industry, including servicing deepwater facilities in the Gulf of Mexico;

• financial distress experienced by our oil and gas customers;

• the cyclical market value of our offshore fleet of aircraft;

• our dependence on servicing deepwater facilities in the Gulf of Mexico with heavy aircraft;

• consolidation of our offshore customer base;

• collection risks, potential medical malpractice claims and other risks we’re exposed to through our air medical operations;

• changes in the rates or methods of third-party reimbursements for our air medical services;

• ongoing regulatory scrutiny of the air medical industry;

• our ability to effectively adapt to changes in the healthcare industry;

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• the regulation of our operations and any related restrictions, costs and compliance risks;

• the increase expenses associated with being a public company;

• our anticipated uses of net proceeds from this offering; and

• the other risks and uncertainties discussed in the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

Additional factors or events that could cause our actual results to differ may also emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by any forward-looking statement and, therefore, you should not regard any forward-looking statement as a representation or warranty by us or any other person that we will successfully achieve the expectation, plan or objective expressed in such forward-looking statement in any specified time frame, or at all. We caution that you should not place undue reliance on any of our forward-looking statements.

The forward-looking statements contained in this prospectus are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to us. While we believe such information forms a reasonable basis for our forward-looking statements, this information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. The forward-looking statements speak only as of the date hereof. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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USE OF PROCEEDS

We estimate that the net proceeds from this offering will be $   (or approximately $    if the underwriters exercise in full their option to purchase additional shares), based on an assumed initial public offering price of $    per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use approximately $   of the net proceeds to       and the remainder for general corporate purposes.

Pending use of the net proceeds from this offering described above, we may invest the net proceeds to us in short-and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government.

Each $1.00 increase or decrease in the assumed initial public offering price of $    per share, the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering to us by approximately $    million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares of our common stock offered by us would increase or decrease the net proceeds that we receive from this offering by approximately $    million, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

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DIVIDEND POLICY

On November 2, 2021, our board of directors approved a special cash dividend on our common stock of $3.00 per share, payable to stockholders of record on November 12, 2021. On September 8, 2023, our board of directors approved a special cash dividend on our common stock of $2.47 per share, payable to stockholders of record on September 19, 2023.

Other than these special dividends, we have not paid any cash dividends on our common stock since emerging from bankruptcy and have no present intention to pay any cash dividends on our common stock in the future. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in the agreements governing our existing indebtedness and any other indebtedness we may enter into and other factors that our board of directors deems relevant.

The agreement governing our existing indebtedness contains, and debt instruments that we enter into in the future may contain, covenants that place limitations on the amount of dividends we may pay. In addition, under Delaware law, our board of directors may declare dividends only to the extent of our surplus, which is defined as total assets at fair market value minus total liabilities, minus statutory capital, or, if there is no surplus, out of our net profits for the then current and immediately preceding year.

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CAPITALIZATION

The following table sets forth our cash, cash equivalents and short-term investments and capitalization as of June 30, 2023:

• on an actual basis;

• on a pro forma basis to give effect to (i) the cash dividend payment of $2.47 per share, payable to stockholders of record as of the close of business on September 19, 2023, for an aggregate cash payment of approximately $59.9 million, (ii) the accrual of the $2.47 dividend to holders of 665,980 time-based RSUs outstanding at the dividend record date, whether vested or unvested, the payment of which will be made if and when each award is ultimately settled, (iii) the accrual of the $2.47 dividend to holders of 229,265 performance-based RSUs outstanding at the dividend record date, which will vest six months following the completion of an initial public offering, subject to continued employment through such date, the payment of which will be made if and when each award is ultimately settled, (iv) the accrual of the November 2021 $3.00 per share cash dividend to holders of 203,290 performance-based RSUs outstanding at the dividend record date, which will vest six months following the completion of an initial public offering, subject to continued employment through such date, the payment of which will be made if and when each award is ultimately settled and (v) the execution of our new credit facilities on September 19, 2023 and the use of a portion of the proceeds therefrom to repay all amounts outstanding under our prior credit agreement (such adjustments collectively, the “Pro Forma Adjustments”); and

• on a pro forma as adjusted basis after giving effect to (i) the sale by us of shares of our common stock in this offering at the assumed initial offering price of $    per share, the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and (ii) our application of the net proceeds to be received by us from this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, as set forth in the section titled under “Use of Proceeds.”

You should read this table together with the information in this prospectus in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of

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Our Securities” and with our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

	Actual			Pro Forma			Pro Forma As Adjusted
	(in thousands, except share data)
Cash and cash equivalents	$	72,384		$	28,857
Short-term investments		12,682			12,682
Debt
Term loan facility, current portion (1)		4,521			1,711			—
Term loan facility, noncurrent portion (1)		15,964			37,702
Revolving credit facility		—			—			—
Total debt	$	20,485		$	39,413		$	—
Stockholders’ equity:
Common stock, $0.001 par value; 100,000,000 shares authorized, 24,130,912 shares issued and outstanding, actual; 100,000,000 shares authorized, 24,130,912 shares issued and outstanding, pro forma;    shares authorized, shares issued and outstanding, pro forma as adjusted		25			25
Additional paid in capital		438,922			438,922
Treasury stock		(27,842	)		(27,842	)
Accumulated other comprehensive loss		(1,031	)		(1,031	)
Retained earnings		107,650			44,133
Total stockholders’ equity		517,724			454,207			—
Total capitalization	$	538,209		$	493,620		$	—

(1) Pro forma term loan facility, current and noncurrent represent in an aggregate $40.0 million in term loan debt, net of $0.6 million in debt discount. Additionally, $0.3 million and $1.5 million in debt issuance costs are capitalized as a current and non current asset, respectively, and will be amortized over the life of the revolving credit facilities.

Each $1.00 increase (decrease) in the assumed initial public offering price of $      per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash, cash equivalents and short-term investments, additional paid-in capital, total stockholders’ equity and total capitalization by $      million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1 million shares in the number of shares offered by us, as set forth on the cover of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash, cash equivalents and short-term investments, additional paid-in capital, total stockholders’ equity and total capitalization by $      million, assuming no change in the assumed initial public offering price per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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DILUTION

Purchasers of the common stock in this offering will experience immediate and substantial dilution to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock as of June 30, 2023.

Dilution represents the difference between the amount per share paid by investors in this offering and the pro forma adjusted net tangible book value per share of our common stock immediately after this offering. The data in this section have been derived from our condensed consolidated balance sheet as of June 30, 2023. Our pro forma adjusted net tangible book value as of June 30, 2023 was $  , or $  per share of common stock. Pro forma net tangible book value per share is equal to our total pro forma tangible assets less the amount of our pro forma total liabilities, divided by the number of shares of common stock outstanding, after giving effect to the Pro Forma Adjustments. See the section titled “Capitalization.”

After giving effect to (i) the issuance and sale by us of   shares of our common stock in this offering at an assumed initial public offering price of $   per share, the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and other estimated offering expenses payable by us; and (ii) the application of such proceeds to us as described in the section titled “Use of Proceeds,” our pro forma net tangible book value, pro forma, as of June 30, 2023 would have been $   million, or $   per share of common stock. This represents an immediate increase in pro forma net tangible book value to our existing stockholders of $   per share and an immediate dilution to new investors in this offering of $   per share. The following table illustrates this per share dilution to new investors:

Assumed initial public offering price per share				$	—
Net tangible book value per share as of June 30, 2023	$	21.19
Pro forma decrease in net tangible book value per share as of June 30, 2023 before giving effect to this offering		(2.63	)
Pro forma net tangible book value per share as of June 30, 2023		18.56
Pro forma as adjusted increase in net tangible book value per share attributable to new investors
Pro forma as adjusted net tangible book value per share after the offering
Dilution per share to new investors

The information in the preceding table is based on an assumed offering price of $   per share, the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus. A $1.00 increase or decrease in the assumed initial public offering price per share would increase or decrease, respectively, the pro forma net tangible book value after this offering by approximately $   million and increase or decrease the dilution per share of common stock to new investors in this offering by $   per share, in each case calculated as described above and assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our common stock offered by us would increase or decrease, as applicable, our pro forma net tangible book value by approximately $   million and increase or decrease, as applicable, the dilution to new investors in this offering by $   per share, assuming the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The following table shows on a pro forma basis at June 30, 2023, the total cash consideration paid to us and the average price per share paid by existing stockholders and by new investors in this offering, before deducting underwriting discounts and commissions and estimated offering expenses payable by us. New investors in this

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offering will purchase shares of common stock at the initial public offering price of $   per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus).

	Shares purchased(1)					Total consideration(2)					Average price per share
	Number		%			Number		%
	(in millions, except share and per share data)
Existing stockholders					%					%	$
New investors					%					%	$
Total				100	%				100	%	$

⁽¹⁾  If the underwriters exercise their option to purchase additional shares in full, our existing stockholders would own approximately  % and our new investors would own approximately  % of the total number of shares of our common stock outstanding after this offering.

⁽²⁾  If the underwriters exercise their option to purchase additional shares in full, the total consideration paid by our existing stockholders and new investors would be approximately $   (or  %) and $   (or  %), respectively.

The discussion and tables above exclude the following:

• an aggregate of    shares of our common stock issuable upon exercise, vesting or settlement of outstanding equity awards granted under the Existing Stock Plan as of June 30, 2023;

• an aggregate of    shares of our common stock that will initially be available for future awards under the Existing Stock Plan following completion of this offering as of June 30, 2023;

• any increase in the number of shares reserved for issuance under the Existing Stock Plan or any future stock incentive plans; and

• an aggregate of    shares of our common stock issuable upon exercise of Creditor Warrants at an exercise price of $0.001 per share.

To the extent that we grant awards in the future with exercise prices below the initial public offering price in this offering, investors purchasing in this offering will incur additional dilution. See the section titled “Shares Eligible for Future Sale.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations relate to PHI Group, Inc and its subsidiaries. You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section titled “Risk Factors” and in other parts of this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview of Our Business

We are a leading provider of flight services for the global oil and gas exploration and production industry and the air medical industry, based on our fleet of mission-specific and in-demand aircraft, safety track record, long tenure with key customers and nearly 75 years of operating history. We provide safe and reliable transportation of personnel to, from and among offshore platforms for our oil and gas customers, as well as air medical transportation for patients to hospitals and other treatment centers. We believe we are a recognized industry leader in safety across our peer group, with zero accidents in our oil and gas operations from 2018-2022, and the lowest accident and fatality rates among major air medical operators since 2010. We hold a significant market position with our upstream oil and gas customers in the Gulf of Mexico, and we also conduct business in other major international markets, including Australia, Canada, Trinidad, New Zealand, the Philippines, West Africa and the Mediterranean.

In addition to the flight services that we provide our customers, our state-of-the-art, 170,000 square foot Lafayette, Louisiana facility includes a full suite of helicopter maintenance, repair and overhaul (“MRO”) capabilities. Our MRO resources allow us to service, update and modernize our fleet and those of third parties, such as our customers, other fleet operators, original equipment manufacturers (“OEMs”) and certain of our peers. In addition, we license the use of Helipass, our proprietary and industry-leading suite of smart logistics software services for passenger check-in, compliance verification and overall client operations and logistics management. Helipass is available to both our customers and other fleet operators in several locations globally.

Our Segments

We conduct our business through three segments: PHI Americas, PHI International and PHI Health. We provide transportation services to our offshore oil and gas exploration and production customers through our PHI Americas and PHI International segments and to the air medical transportation market through our PHI Health segment. We have a strong and diversified customer base with long-standing relationships across our segments. Our oil and gas customers include some of the largest global blue-chip companies in the industry, with business relationships spanning more than 30 years with several of these customers. While our primary PHI Health customers are the patients we transport, we also contract with some of the largest healthcare providers and institutions in the United States.

PHI Americas

Our PHI Americas segment, headquartered in Lafayette, Louisiana, provides helicopter services primarily for major integrated and independent oil and gas exploration and production companies, transporting personnel and, to a lesser extent, parts and equipment, to, from and among, offshore platforms in the Gulf of Mexico and off the coast of Trinidad. This segment also includes helicopter MRO services provided out of our purpose-built state-of-the-art 170,000 square foot facility, technical services for government customers and our proprietary Helipass software offering, which provides passenger check-in and compliance verification software services to customers. As of June 30, 2023, we operated 80 aircraft out of eight bases in this segment.

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PHI International

Our PHI International segment, headquartered in Perth, Australia, provides helicopter services primarily for major integrated and independent international oil and gas exploration and production companies, as well as mining companies transporting personnel or equipment within a number of foreign countries such as Australia, New Zealand and the Philippines, and in West Africa and the Mediterranean. We also derive revenue in these international markets from search and rescue operations. As of June 30, 2023, we operated 27 aircraft out of eight bases in this segment.

PHI Health

Our PHI Health segment is headquartered in Phoenix, Arizona and provides air medical transportation services for patients to hospitals and other treatment centers within the United States. The segment also includes our patient navigation business that we commenced in 2015, pursuant to which we provide hospitals with patient transfer logistics services, as well as PHI Cares, our annual subscription offering that provides members with medically necessary transport for an annual membership fee. As of June 30, 2023, we operated 109 aircraft, inclusive of four customer-owned aircraft, out of 82 locations in 17 states in this segment.

Recent Developments

New Credit Agreements

On September 19, 2023, we entered into two new credit facilities, each of which includes a $60.0 million revolving credit facility and a $20.0 million term loan facility, with our subsidiaries PHI Aviation, LLC, PHI Helipass, L.L.C. and PHI Tech Services, LLC as the borrowers under one facility and our subsidiary PHI Health, LLC as the borrower under the other. On a combined basis, the new credit facilities represent $120.0 million in revolving credit facilities and $40.0 million in term loan debt, which is an increase from our prior credit facility, as amended, which had a $75.0 million revolver and $20.25 million term loan. The amount available under each revolving credit facility is reduced by the amount of outstanding letters of credit. As of September 19, 2023, there were no funded borrowings outstanding under either revolving facility. The facilities mature on September 19, 2028. We used $20.3 million of the $40.0 million in proceeds from the new term loans to pay off our then-existing outstanding term loan balance and terminate our prior credit facility. We incurred approximately $2.3 million of deferred financing costs in connection with the transaction.

Quarterly loan repayments are required on the respective term loans beginning January 1, 2024, (i) with the quarterly payments under the PHI Aviation, LLC term loan facility equal to $0.5 million commencing January 1, 2024 and continuing on the first day of each quarter thereafter through and including October 1, 2025 and $1.34 million commencing January 1, 2026, and continuing on the first day of each quarter thereafter during the remainder of the term, and (ii) with the quarterly payments under the PHI Health, LLC term loan facility equal to $0.38 million commencing January 1, 2024 and continuing on the first day of each quarter thereafter through and including October 1, 2024, $0.63 million commencing January 1, 2025 and continuing on the first day of each quarter thereafter through and including October 1, 2027 and $0.75 million commencing January 1, 2028 and continuing on the first day of each quarter thereafter during the remainder of the term.

As of September 19, 2023, borrowings under the term loans bore interest at the SOFR Rate plus a SOFR credit spread plus 3.50%. The term loans are secured by a first priority lien on United States based aircraft collateral. As of September 19, 2023, borrowings under the revolving credit facilities bore interest at the SOFR Rate plus the SOFR credit spread plus 3.00%. The facility fee under the revolving credit facilities is 0.75% per annum on the undrawn balance of the facility. The revolving credit facilities are secured by a first lien on the Company’s domestic and foreign accounts receivable and inventory.

The credit agreements contain certain customary negative covenants that, among other things, restricted, subject to certain exceptions, the Company’s and each guarantor’s incurrence of additional indebtedness or liens, mergers, dispositions of assets, investments, restricted payments (including dividends and share repurchases),

modifications to material agreements, sale and leasebacks, transactions with affiliates, fundamental changes,

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locations of certain aircraft and acquisitions of assets. Restrictions on dividend and share repurchase payments, among other items, are primarily constrained by availability of excess cash on hand, a fixed charge coverage ratio, a maximum of $20.0 million drawn amount on each revolving credit facility, and events of default. In addition, the credit agreements include a fixed charge coverage ratio covenant of not less than 1.10 to 1 and a maximum net leverage ratio of 3.50X, which we were in compliance with as of September 19, 2023.

September 2023 Dividend Declaration

On September 8, 2023, our Board of Directors declared a cash dividend of $2.47 per share, payable to stockholders of record as of the close of business on September 19, 2023, resulting in an aggregate cash payment of approximately $59.9 million. Pursuant to certain provisions of the Creditor Warrant Agreement, dated September 4, 2019, a cash dividend payable to holders of our common stock automatically adjusts the conversion ratio of each Creditor Warrant to prevent any resulting dilution to the holders of such Creditor Warrants. As a result of this dividend, the conversion ratio of each Creditor Warrant was adjusted such that the outstanding Creditor Warrants now represent the right to acquire an aggregate of 6,475,835 shares of our common stock. Additionally, holders of outstanding RSUs as of the record date, whether vested or unvested, are entitled to the same dividend rights as holders of common stock, the payment of which will be made if and when each award is ultimately settled.

Performance-based RSU Vesting Amendment

In August 2023, we amended certain outstanding performance-based RSUs. One-third of the RSUs granted under the original award agreement will be eligible to vest upon the six-month anniversary of an initial public offering, subject to continued employment through such date. See the section titled “Executive Compensation-Incentive Compensation-Equity Incentive-Performance-Based RSUs.”

Factors Affecting Our Business

There are a number of factors, as described below, that have impacted, and we believe, will continue to impact, our results of operations and growth.

Offshore Oil and Gas Activity

Operating revenues from our PHI Americas and PHI International segments relate primarily to exploration and production operations in the Gulf of Mexico and other international markets. Many of the aircraft in our fleet are medium and heavy aircraft intended to service deepwater activities and the margins we earn on these aircraft are generally higher than on light aircraft. During periods when the level of offshore activity increases, demand for our offshore flight services and in particular, the demand for our medium and heavy aircraft typically increases, positively impacting our revenue and profitability. Conversely, a reduction in offshore oil and gas activities negatively impacts our aircraft utilization, flight volumes, and overall demand for our aircraft, thereby negatively impacting our revenue and profitability.

Patient Transport Frequencies and Length

In our PHI Health segment, the revenue driven from our IPM program is directly dependent upon the number and length of patient transports provided in a given period. Revenues is further impacted by the number of bases we operate, our ability to maintain our safety record, proper deployment of helicopters, additional regulation in the air medical industry and weather. The volume of flight utilization of our aircraft by our customers under our TPM program also has a direct impact on the amount of revenue earned in a given period, although to a lesser degree than the number and length of patient transports under our IPM program. The IPM program generated approximately 91% and 88%, respectively, of our PHI Health segment revenue for each of the six months ended June 30, 2023 and 2022, with the balance of our PHI Health segment revenue for each period primarily attributable to our TPM program. The IPM program generated approximately 88% of our PHI Health segment revenue for each of the years ended December 31, 2022 and 2021, with the balance of our PHI Health segment revenue for each year primarily attributable to our TPM program.

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Customer Reimbursement Rate

Under our IPM program, our revenue recognition, net of allowances, during any particular period is dependent upon the rate at which our various types of customers reimburse us for our services, which we refer to as our “payor mix.” Reimbursement rates vary among payor types and typically the reimbursement rate of commercial insurers is higher than Medicare, Medicaid, and self-pay reimbursement rates. Moreover, Medicare and Medicaid reimbursement rates and our receipt of payments from these programs is subject to various regulatory and appropriations risks. See the section titled “Risk Factors—Risks Related to Our Air Medical Operations” for further discussion. Changes during any particular period in our payor mix, reimbursement rates or uncompensated care rates will have a direct impact on our revenues and profitability.

Capital Intensive Business

Our business is capital-intensive and highly competitive. Salaries and aircraft maintenance comprise a large portion of our operating expenses. Our aircraft must be maintained to a high standard of quality and undergo periodic and routine maintenance procedures. Higher utilization of our aircraft results in more frequent maintenance, resulting in higher maintenance costs. In periods of low flight activity, we nevertheless must continue to maintain our aircraft, consequently reducing our margins. In addition, we are also dependent upon pilots, mechanics, and medical crew to operate our business. To attract and retain qualified personnel, we must maintain competitive wages and other benefit packages, which places downward pressure on our margins.

Inflation Risk

Inflation has adversely affected us by increasing costs of critical components, aircraft and equipment, labor, and other services we may rely on, and continued inflationary pressures could prevent us from operating at capacity, decreasing our revenues or having an adverse effect on our profitability. Although certain of these costs are typically passed through to our customers through rate increases where possible, these escalations are often contractually capped and may not be sufficient to allow us to recover the full amount of the increased costs. In addition, inflation is often, and has recently been, accompanied by higher interest rates. Such higher interest rates may affect our ability to enter into future traditional debt financing, as high inflation may result in an increase in the cost to borrow.

War in Ukraine

In February 2022, Russia launched a large-scale invasion of Ukraine. The extent and duration of the war, resulting sanctions and resulting future market disruptions are unknown, but have been and could continue to be significant. The disruptions caused by Russian military action and other actions (including cyberattacks and economic impacts) and the resulting actual and threatened responses to such activity, boycotts and changes in consumer and purchaser preferences, sanctions, tariffs and cyberattacks on the Russian government, Russian companies and Russian individuals, have impacted and may continue to impact Russia’s economy and adversely affect many business sectors around the world, including the oil and gas industry. Global prices of oil, gas and refined petroleum products increased significantly during late February and through the second quarter of 2022 due to the war with prices returning to pre-conflict levels during the fourth quarter of 2022 and into early 2023. Furthermore, United States and many other countries have imposed, and may impose additional, economic sanctions on Russia. Any imposed sanctions, or even threat of further sanctions, could have an adverse impact on the Russian economy, which may also result in Russia taking counter measures or retaliatory actions. As the situation continues to evolve, the resulting political instability and societal disruption could reduce overall demand for oil, gas and refined petroleum products, potentially putting downward pressure on demand for our services and causing a reduction in our revenues.

Our PHI Americas and PHI International segments are largely dependent on the health of the oil and gas industry, which remains subject to heightened levels of volatility and uncertainty related to conflict between

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Russia and Ukraine. Further, to what extent these events do ultimately impact our future business, liquidity, financial condition, and results of operations is highly uncertain and dependent on numerous factors that are not within our control and cannot be predicted.

COVID-19

At the onset of the global COVID-19 pandemic, the efforts to control it resulted in a significant negative impact on, without limitation, global economic activity, which materially and adversely impacted global demand and prices for crude oil, natural gas and refined petroleum products. These disruptions materially and adversely affected offshore oil and gas operators globally, which resulted in reduced demand and increased price competition for our transportation services.

The COVID-19 pandemic resulted in a lower number of flight hours in our PHI Americas and PHI International segments and lower number of transports in our PHI Health segment prior to 2021. During 2021, widespread availability of COVID-19 vaccines in the United States and elsewhere in the world, combined with government assistance programs, fiscal policies and other factors, led to a rebound in demand for crude oil, natural gas and refined petroleum products. The global markets and related prices for crude oil, natural gas and refined petroleum products strengthened as several states and countries began to re-open and loosen many COVID-19 related restrictions. Consequently, demand for our transportation services from offshore oil and gas operators increased.

Balance Bill Legislation

In late 2020, Congress enacted legislation intended to protect patients from “surprise” medical bills. Under the NSA, effective January 1, 2022, patients are only required to pay the in-network cost-sharing amount, which is determined through an established formula and counts towards the patient’s health plan deductible and out-of-pocket cost-sharing limits. The NSA also requires rate disputes between payors and out-of-network providers to be resolved through binding IDR arbitration. Pursuant to the IDR process, the payor and provider submit a requested rate and the arbitrator selects one submission without any hearing regarding or modification of the requested rate that is selected. Many states have passed similar legislation. Providers that violate these surprise billing prohibitions may be subject to state enforcement action or federal civil monetary penalties. See the section titled “Business-Government Regulation—Healthcare Reform.”

PHI Health revenues under our IPM program are recorded in the period in which the Company satisfies the performance obligations under contracts by providing services to customers based upon established billing rates net of contractual allowances under agreements with third-party payors and net of uncompensated care allowances. These allowances include estimates of variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, we bill the patients and third-party payors several days after the services are performed, and before any adjustment may be made for the foregoing matters, including with respect to the resolution of any claims under the IDR process. Since the effectiveness of the NSA on January 1, 2022, the majority of PHI Health’s out-of-network claims under IPM contracts have been processed through IDR.

We have regularly evaluated IDR outcomes to estimate its constraint on the variable consideration component in our IPM program contracts. As of December 31, 2022, the number of times we were required to participate in the IDR process with respect to our service transports performed in 2022 was not sufficiently meaningful for making any determination with respect to any retroactive adjustment of amounts billed to patients and third-party payors in 2022. However, as of June 30, 2023, we have been required to participate in the IDR process a sufficient number of times to derive an estimate regarding our success rate. Based on the IDR proceedings through June 30, 2023, we were able to determine that most IDR proceedings were determined in our favor and as a result, we incorporated the most recent IDR results data into our historical revenue constraint established with respect to the 2022 and 2023 out-of-network transports under our IPM program, resulting in PHI Health recognizing $19.3 million of revenue in the six months ended June 30, 2023 as a result of change in estimate associated with 2022 dates of service transports. Based on information available to us, we currently expect this trend of favorable IDR outcomes may continue and result in higher transport rates on out-of-network

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transports in at least the remainder of 2023, although there can be no assurances that we will be able to maintain this success rate. See Note 19, Risks and Uncertainties, in the notes to our condensed consolidated financial statements included elsewhere in this prospectus.

Key Performance Metrics

We regularly review several metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.

Adjusted EBITDA

Adjusted EBITDA, a non-GAAP measure, represents net income (loss) before interest expense, interest income, income taxes, depreciation and amortization, equity-based compensation, asset impairment charges, severance costs, foreign exchange (gain) loss, (gain) loss on disposal of assets, and other unusual credits or charges. Adjusted EBITDA is used to measure our consolidated profitability and we view it as an important measure of performance. See “—Non-GAAP Financial Measures” below for additional information regarding adjusted EBITDA, including certain limitations regarding the use of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.

Segment Adjusted EBITDA

Segment Adjusted EBITDA represents net income (loss) before interest expense, interest income, income taxes, depreciation and amortization, unallocated selling, general and administrative expense, equity-based compensation, asset impairment charges, severance costs, foreign exchange (gain) loss, (gain) loss on disposal of assets, restructuring charges and other non-recurring credits or charges not considered a core part of our operations. Segment Adjusted EBITDA is used by our Chief Executive Officer, who is the chief operating decision maker, to measure the profitability of and allocate resources among each segment and is viewed as an important measure of performance. See Note 23, Business Segment Information, in the notes to our consolidated financial statements included elsewhere in this prospectus.

Free Cash Flow

Free cash flow, a non-GAAP measure, represents net cash free from operating activities less capital expenditures for property and equipment and capitalized software. We use free cash flow as one of the measures we use to assess our overall liquidity and cash available for us to operate our business. See “Non-GAAP Financial Measures” below for additional information regarding free cash flow including certain limitations regarding the use of Free cash flow and a reconciliation of free cash flow to the most directly comparable GAAP measure.

Flight Hours

Flight hours represent the total flight time we incur providing services to our customers in our PHI Americas and PHI International segments. We view flight hours as a key performance metric as it directly relates to our customer billings and total aircraft operating costs for these two segments.

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Flight Transports

Flight transports represent the number of actual service flights performed for our IPM patients in our PHI Health segment. Flight transports is a key performance metric in our PHI Health segment as it directly relates to our segment billings and has a direct impact on our total aircraft operating costs for this segment.

	Six Months Ended June 30,					Year Ended December 31,
	2023		2022			2022		2021
	(In thousands, other than flight hours and flight transports)
PHI Group Consolidated
Operating revenues—net	$	428,398	$	357,830		$	760,286	$	690,565
Net income	$	53,357	$	19,738		$	57,622	$	69,811
Adjusted EBITDA(1)	$	89,331	$	51,192		$	116,471	$	135,351
Free cash flow(1)	$	32,837	$	(12,599	)	$	17,329	$	81,087
Flight hours—PHI Americas and PHI International		26,629		30,733			61,630		55,622
Flight transports—PHI Health		10,663		10,502			22,126		21,822

(1) See “—Non-GAAP Financial Measures” below for additional information.

Results of Operations

We manage our business based on three distinct reporting segments: PHI Americas, PHI International, and PHI Health.

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Six Months Ended June 30, 2023 as Compared to Six-Months Ended June 30, 2022

The following table presents by segment our operating revenues—net, expenses, and earnings along with Adjusted EBITDA and flight hours and flight transports for the six months ended June 30, 2023 and 2022.

	Six Months Ended June 30,
	2023			2022
	(In thousands, other than flight hours and flight transports)
Segment Operating revenues—net:
PHI Americas	$	155,556		$	144,399
PHI International		85,548			72,787
PHI Health		187,294			140,644
Total Operating revenues—net		428,398			357,830
Segment Direct expenses:
PHI Americas		123,805			117,611
PHI International		73,110			58,584
PHI Health		137,208			126,550
Corporate		399			426
Total Direct expenses		334,522			303,171
Segment Selling, general and administrative expenses:
PHI Americas		7,438			6,561
PHI International		8,168			8,422
PHI Health		11,783			9,954
Corporate		18,095			12,098
Total Selling, general and administrative expenses		45,484			37,035
Impairment of assets		2			12
Gain on vendor claims, insurance and warranty		(14,399	)		(965	)
Loss (gain) on disposal of assets		689			(232	)
Equity in loss (income) of unconsolidated affiliate		29			(164	)
Operating income		62,071			18,973
Interest expense		1,298			840
Other income—net		(12,071	)		(6,119	)
Income before income taxes		72,844			24,252
Income tax expense		19,487			4,514
Net income	$	53,357		$	19,738
Adjusted EBITDA (1)	$	89,331		$	51,192
Segment Adjusted EBITDA:
PHI Americas	$	33,321		$	29,132
PHI International	$	8,818		$	9,975
PHI Health	$	52,303		$	15,490
Flight Hours:
PHI Americas		20,449			24,992
PHI International		6,180			5,741
Total Flight Hours		26,629			30,733
Flight Transports:
PHI Health		10,663			10,502
Total Flight Transports		10,663			10,502

(1) See “—Non-GAAP Financial Measures” below for additional information.

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Total PHI Group

Operating revenues—net

Operating revenues—net increased $70.6 million, or 19.7%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to rate variance on PHI Health transports and an increase in fleet utilization on existing and new customer contracts in our PHI Americas and PHI International segments. Our PHI Health revenue increased by $46.7 million primarily due to favorable IDR outcomes which positively impacted rates on out-of-network transports, including $19.3 million of revenue recognized as a result of change in estimate associated with 2022 dates of service transports discussed above. Our PHI Americas and PHI International segments’ revenue increased by $24.0 million primarily due to fixed fee revenue and variable revenue increases of $18.6 million and $2.7 million, respectively.

Direct expenses

Direct expenses increased $31.4 million, or 10.3%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to the higher activity levels discussed above. Direct expenses for the six months ended June 30, 2023 included increases of aircraft rental, operating and maintenance costs of $9.7 million, $12.9 million in increased personnel expenses, and $3.6 million of increased facilities and equipment expenses, in each case as compared to the prior year period. In addition, our PHI Health segment collected $3.0 million during the six months ended June 30, 2022 on previously written-off bad debt which offset direct expenses. The segment also incurred additional $1.5 million profit share costs associated with the higher revenues resulting from change in estimate discussed above, of which $1.1 million is related to 2022 transports.

Selling, general and administrative

Selling, general and administrative expenses increased $8.4 million, or 22.8%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. This increase was primarily driven by an increase in personnel expenses, including $4.2 million higher non-cash stock compensation expense primarily related to awards of common stock granted to 5 Essex, LLC in respect of the services of our Chief Executive Officer. 5 Essex, LLC is an affiliate of Q Investments, an affiliate of which is a greater than 5% stockholder.

Gain on insurance proceeds

Gain on insurance proceeds represents the proceeds from insurance settlements for a claim related to Hurricane Ida and claims on some aircraft and aircraft components in excess of damage expenses and the carrying value of damaged assets, which was recognized once we received proof of loss documentation or were otherwise assured of collection of these amounts.

Other income—net

Other income—net increased $6.0 million for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to the Employer Retention Credit received from the IRS in June 2023.

Income tax expense

Income tax expense increased $15.0 million, or 331.7%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to an increase in taxable income.

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PHI Americas Segment

	Six Months Ended June 30,
	2023		2022
	(In thousands, other than flight hours)
PHI Americas
Operating revenues—net	$	155,556	$	144,399
Segment Adjusted EBITDA	$	33,321	$	29,132
Flight Hours		20,449		24,992

Operating revenues—net

Operating revenues—net increased $11.2 million or 7.7%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. Fixed revenue increased by $13.1 million, primarily due to additional aircraft placed on contract by existing customers of $4.3 million and increased pricing for contract renewals with existing customers of $8.8 million. Variable revenue decreased by $3.2 million primarily due to lower flight hours partially offset by increased pricing for contract renewals with existing customers.

Direct expenses

Direct expenses increased $6.2 million, or 5.3%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to higher aircraft and personnel costs. Aircraft costs increased by $2.8 million, primarily due to additional aircraft rental costs of $1.9 million and aircraft repair and maintenance expenses of $0.9 million. The segment’s personnel expense increased by $4.1 million primarily due to headcount and compensation increases.

Selling, general and administrative

Selling, general and administrative expenses increased $0.9 million, or 13.4%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to inflationary factors impacting the segment’s personnel costs and other expenditures.

Segment Adjusted EBITDA

Segment Adjusted EBITDA increased $4.2 million, or 14.4%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to increased revenue, partially offset by an increase in higher personnel and aircraft costs.

PHI International Segment

	Six Months Ended June 30,
	2023		2022
	(In thousands, other than flight hours)
PHI International
Operating revenues—net	$	85,548	$	72,787
Segment Adjusted EBITDA	$	8,818	$	9,975
Flight Hours		6,180		5,741

Operating revenues—net

Operating revenues—net increased $12.8 million, or 17.5%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. Fixed revenue increased by $5.8 million primarily attributable to contracts with new customers. Variable revenue increased by $6.1 million primarily due to higher flight hours with existing and new customers.

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Direct expenses

Direct expenses increased $14.5 million, or 24.8%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to higher aircraft, new operating facilities and personnel costs. Aircraft costs increased by $7.1 million, primarily due to additional aircraft rental costs of $2.6 million, depreciation expense of $0.3 million and aircraft repair and maintenance expenses of $4.2 million. The segment’s personnel expense increased by $4.3 million primarily due to an increase in headcount. The segment incurred $2.2 million higher facilities and equipment rental expenses primarily due to establishing new operating bases to serve new customers.

Selling, general and administrative

Selling, general and administrative expenses decreased $0.3 million, or 3.0%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. The decrease was primarily due to the segment’s reduction in miscellaneous other expenditures.

Segment Adjusted EBITDA

Segment Adjusted EBITDA decreased $1.2 million, or 11.6%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due higher aircraft costs, new operating facilities and personnel costs partially offset by higher revenues.

	Six Months Ended June 30,
	2023		2022
	(In thousands other than flight transports)
PHI Health
Operating revenues—net	$	187,294	$	140,644
Segment Adjusted EBITDA	$	52,303	$	15,490
Flight Transports		10,663		10,502

Operating revenues—net

Operating revenues—net increased $46.7 million, or 33.2%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to rate variances and to a smaller extent, volume. The rate variance of $43.1 million was primarily attributed to favorable IDR outcomes which positively impacted rates on out-of-network transports, including $19.3 million of revenue recognized as a result of change in estimate associated with 2022 dates of service transports discussed above.

Direct expenses

Direct expenses increased $10.7 million or 8.4% for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to higher personnel costs. The segment’s personnel expense increased by $4.5 million primarily due to higher headcount and compensation increases. In addition, the segment collected $3.0 million during the six months ended June 30, 2022, on previously written-off bad debt which offset direct expenses.

Selling, general and administrative

Selling, general and administrative expenses increased $1.8 million, or 18.4%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to higher personnel costs.

Segment Adjusted EBITDA

Segment Adjusted EBITDA increased $36.8 million, or 237.7%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to higher revenue partially offset by higher personnel costs. The Segment Adjusted EBITDA also includes $19.3 million of revenue recognized as a result of change in estimate associated with 2022 dates of service transports offset by associated profit sharing costs of $1.1 million. The $8.5 million of the change in estimate was related to transports from the first half of 2022 offset by associated profit sharing costs of $0.5 million.

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Year Ended December 31, 2022 as Compared to the Year Ended December 31, 2021

The following table presents by segment our operating revenues—net, expenses, and earnings, along with Adjusted EBITDA and flight hours and flight transports for the years ended December 31, 2022 and 2021.

	Year Ended December 31,
	2022			2021
	(In thousands, other than flight hours and flight transports)
Segment Operating revenues—net:
PHI Americas	$	305,969		$	266,984
PHI International		151,264			121,561
PHI Health		303,053			302,020
Total Operating revenues—net		760,286			690,565
Segment Direct expenses:
PHI Americas		249,784			219,084
PHI International		124,496			88,665
PHI Health		263,605			233,179
Corporate		1,050			421
Total Direct expenses		638,935			541,349
Segment Selling, general and administrative expenses:
PHI Americas		14,651			11,647
PHI International		19,114			14,821
PHI Health		22,676			13,630
Corporate		16,011			12,678
Total Selling, general and administrative expenses		72,452			52,776
Impairment of assets		693			2,597
Gain on insurance proceeds		(3,001	)		—
Loss (gain) on disposal of assets		(606	)		1,194
Equity in loss (income) of unconsolidated affiliate		(374	)		35
Operating income		52,187			92,614
Interest expense		1,812			2,466
Other income—net		(6,113	)		(1,893	)
Income before income taxes		56,488			92,041
Income tax (benefit) expense		(1,134	)		22,230
Net income	$	57,622		$	69,811
Adjusted EBITDA (1)	$	116,471		$	135,351
Segment Adjusted EBITDA:
PHI Americas	$	60,426		$	52,354
PHI International	$	17,742		$	23,830
PHI Health	$	44,900		$	66,440
Flight hours:
PHI Americas		49,300			44,906
PHI International		12,330			10,716
Total flight hours		61,630			55,622
Flight transports:
PHI Health		22,126			21,822
Total flight transports		22,126			21,822

(1) See “—Non-GAAP Financial Measures” below for additional information.

Total PHI Group

Operating revenues—net

Operating revenues—net increased $69.7 million, or 10.1%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to an increase in fleet utilization, new customer

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contracts and higher pricing on certain existing contracts. Our PHI Americas and International segments revenue increased by $68.7 million primarily due to a fixed fee revenue increase of $29.0 million and variable revenue increase of $21.4 million. The increase in revenues were primarily associated with additional aircraft used by existing customers, increased pricing on contract renewals and higher pricing on new customer contracts. We also recognized higher reimbursable revenue of $24.5 million which was offset by reimbursable direct expenses. For our PHI Health segment, revenue was consistent for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Direct expenses

Direct expenses increased $97.6 million, or 18.0%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to the higher activity levels discussed above. Direct expenses for the year ended December 31, 2022 included increases of aircraft operating and maintenance costs of $27.5 million , $22.0 million in personnel expenses, and $3.8 million of facilities and equipment expenses.

Selling, general and administrative

Selling, general and administrative expenses increased $19.7 million, or 37.3%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. This increase was primarily driven by $12.3 million in higher personnel and recruiting costs including $5.9 million higher non-cash stock-compensation expense for the year ended December 31, 2022. The higher personnel costs also included the relocation of our PHI International segment headquarters office from Nelson, New Zealand to Perth, Australia which resulted in a one-time cost of $2.3 million. Our PHI Health Segment incurred higher legal costs of $5.3 million primarily due to the implementation of the NSA in 2022.

Asset impairment charges

Asset impairment charges for the year ended December 31, 2022 relate to $0.7 million in right-of-use asset impairments for a building lease terminated in connection with a reorganization within our PHI International segment, which included the relocation of the segment’s head office. Asset impairment charges for the year ended December 31, 2021 primarily relate to $2.1 million in right-of-use asset impairments for certain of our leased helicopters in our PHI International Segment.

Gain on insurance proceeds

Gain on insurance proceeds represents the proceeds from insurance settlements for a claim related to Hurricane Ida in excess of damage expenses and the carrying value of damaged assets, which was recognized once we received proof of loss documentation or were otherwise assured of collection of these amounts.

Gain (loss) on disposal of assets

The gain (loss) on disposal of assets in both years represents the difference between the carrying value of certain non-core aircraft and other ancillary asset dispositions and the corresponding proceeds received therefrom.

Equity in (income) loss of equity method investee

Equity in (income) loss of equity method investee is attributable to our investment in PHI Century Limited, a Ghanaian entity. Our equity in income for the year ended December 31, 2022 was higher than the year ended December 31, 2021 resulting from higher flight activity in the region. See Note 5, Investment in Variable Interest Entity, in the notes to our consolidated financial statements included elsewhere in this prospectus for additional discussion regarding our investment in PHI Century Limited.

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Other income—net

Other income—net increased $4.2 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to increase in foreign exchange gain due to changes in foreign exchange rates between the U.S. dollar against the New Zealand dollar, Australian dollar and Ghana cedi.

Income tax expense (benefit)

Income tax expense (benefit) decreased $23.4 million, or 105.1%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to release of valuation allowance against certain deferred tax assets. See Note 17, Income Taxes, in the notes to our consolidated financial statements included elsewhere in this prospectus for additional information regarding the valuation allowance activity during the year ended December 31, 2022.

PHI Americas Segment

	Year Ended December 31,
	2022		2021
	(In thousands, other than flight hours)
PHI Americas
Operating revenues—net	$	305,969	$	266,984
Segment Adjusted EBITDA	$	60,426	$	52,354
Flight hours		49,300		44,906

Operating revenues—net

Operating revenues—net increased $39.0 million or 14.6% for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to an increase in fleet utilization, new customer contracts and higher pricing on certain existing contracts. Fixed revenue increased by $25.7 million primarily attributable to additional aircraft placed on contract by existing customers of $18.6 million, increased pricing for contract renewals with existing customers of $5.1 million and contracts with new customers of $2.0 million. Variable revenue increased by $15.1 million primarily attributable to additional flight hours for existing customers of $10.0 million, increased pricing for contract renewals with existing customers of $0.9 million and contracts with new customers of $4.2 million. This segment also recognized higher revenue on reimbursable charges that were passed through to customers offset by reimbursable costs in direct expenses.

Direct expenses

Direct expenses increased $30.7 million, or 14.0%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to the higher activity levels discussed above. This increase was primarily attributable to an increase of approximately $7.0 million in personnel expenses, including $1.4 million in higher training costs, and a $14.6 million increase in maintenance costs primarily driven by higher flight activity. The segment’s facilities and equipment expenses increased by $1.4 million due to increased activity and inflationary factors in 2022.

Selling, general and administrative

Selling, general and administrative expenses increased $3.0 million, or 25.8%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to higher personnel costs of $1.2 million, information technology service costs relating to the implementation of a new ERP system of $1.1 million and other costs of $0.7 million primarily driven by inflationary factors in 2022.

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Segment Adjusted EBITDA

Segment Adjusted EBITDA increased $8.1 million, or 15.4%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to the increase in revenue partially offset by an increase in higher personnel and aircraft maintenance costs as mentioned above.

PHI International Segment

	Year Ended December 31,
	2022		2021
	(In thousands other than flight hours)
PHI International
Operating revenues—net	$	151,264	$	121,561
Segment Adjusted EBITDA	$	17,742	$	23,830
Flight hours		12,330		10,716

Operating revenues—net

Operating revenues—net increased $29.7 million, or 24.4%, the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to an increase in fleet utilization, the addition of new contracts in Australia and Cyprus and reimbursable revenues. Fixed revenue increased by $3.3 million primarily due to contracts with new customers. Variable revenue increased by $5.2 million primarily attributable to additional flight hours for existing customers of $2.4 million, increased pricing on contract renewals with existing customers of $1.0 million and contracts with new customers of $2.8 million. The remaining change in revenue was attributable to higher revenue on reimbursable charges that were passed through to customers and offset by reimbursable costs in direct expenses.

Direct expenses

Direct expenses increased $35.8 million, or 40.4%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to the higher activity levels discussed above and the resulting increase in personnel and maintenance expenses of $9.1 million and $5.4 million, respectively. Additionally, the segment incurred $0.9 million higher costs on other facilities and equipment expenses due to increased activity. The remaining change in expenses was attributable to higher reimbursable charges that were passed through to customers.

Selling, general and administrative

Selling, general and administrative expenses increased $4.3 million, or 29.0%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The increase was primarily driven by higher personnel and severance costs of $3.1 million, of which $2.3 million was related to the relocation of the segment’s head office from Nelson, New Zealand to Perth, Australia. Additionally, costs related to the implementation of the new ERP and rent expense for our Perth, Australia office contributed increases of $0.4 million and $0.3 million, respectively.

Segment Adjusted EBITDA

Segment Adjusted EBITDA decreased $6.1 million, or 25.5%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to increased personnel costs and aircraft maintenance costs, which was partially offset by higher revenues.

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PHI Health Segment

	Year Ended December 31,
	2022		2021
	(In thousands other than flight transports)
PHI Health
Operating revenues—net	$	303,053	$	302,020
Segment Adjusted EBITDA	$	44,900	$	66,440
Flight transports		22,126		21,822

Operating revenues—net

Operating revenues—net increased $1.0 million, or 0.3%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to higher transport volumes and rate variances of $8.7 million which was partially offset by higher revenue allowance of $7.8 million for certain payors.

Direct expenses

Direct expenses increased $30.4 million or 13.0% for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to the higher aircraft costs of $7.5 million, higher fuel costs of $3.4 million and higher personnel costs of $5.1 million. The increase in personnel costs were primarily driven by competitive labor markets driving higher sign-on bonuses of $2.0 million and $1.7 million of incremental training costs.

In addition, the segment collected $12.2 million and $3.0 million in 2021 and 2022 respectively, on previously written-off bad debt which offset direct expenses. This segment’s facilities and equipment expenses increased by $1.5 million due to increased activity and other costs increased by $3.7 million due to inflationary factors in 2022.

Selling, general and administrative

Selling, general and administrative expenses increased $9.0 million, or 66.4%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to higher legal expenses of $5.3 million, of which $3.4 million related to the implementation of the NSA and $2.0 million in additional personnel costs.

Segment Adjusted EBITDA

Segment Adjusted EBITDA decreased $21.5 million, or 32.4%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to flat revenues and higher Direct expenses and higher Selling, general and administrative expenses as mentioned above. We also closed two segment locations during 2022 which had a loss of $1.7 million and income of $0.9 million in 2022 and 2021, respectively.

Non-GAAP Financial Measures

Adjusted EBITDA

In addition to net income (loss), which is a measure presented in accordance with U.S. GAAP, management believes that Adjusted EBITDA provides relevant and useful information to management and investors to assess our performance. Adjusted EBITDA is a supplemental measure of performance that is neither required by nor presented in accordance with U.S. GAAP.

Adjusted EBITDA represents net income (loss) before interest expense, interest income, income taxes, depreciation and amortization, equity-based compensation, asset impairment charges, severance costs, foreign exchange (gain) loss, (gain) loss on disposal of assets restructuring charges and other unusual credits or charges not considered a core part of our operations.

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Our management utilizes Adjusted EBITDA to evaluate our operating performance and to allocate resources and capital to our segments. This measure provides a meaningful understanding of certain aspects of income (loss) before the impact of investing and financing charges and income taxes. We believe Adjusted EBITDA is useful to an investor in evaluating our performance because this measure is:

• widely used by analysts, investors and competitors to measure a company’s operating performance;

• a financial measurement that is used by rating agencies, lenders and other parties to evaluate our credit worthiness; and

• used by our management for various purposes, including as a measure of performance and as a metric in our employee incentive compensation programs.

Adjusted EBITDA does, however, have certain limitations and should not be considered in isolation from or as an alternative to net income (loss) or any other performance measure derived in accordance with U.S. GAAP. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual items for which we may make adjustments. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries, and other companies may not present Adjusted EBITDA or similar measures. Management compensates for these limitations by using Adjusted EBITDA as a supplemental financial metric and in conjunction with our results prepared in accordance with U.S. GAAP.

The reconciliations of Adjusted EBITDA to net income for the six months ended June 30, 2023 and 2022 and for the years ended December 31, 2022 and 2021 are as follows:

	Six Months Ended June 30,						Year Ended December 31,
	2023			2022			2022			2021			2020
	(In thousands)
Net income	$	53,357		$	19,738		$	57,622		$	69,811		$	15,725
Add (deduct):
Depreciation and amortization		26,310			24,466			53,022			44,634			47,292
Income tax expense (benefit)		19,487			4,514			(1,134	)		22,230			5,646
Interest expense		1,298			840			1,812			2,466			15,604
Interest income		(869	)		(28	)		(193	)		(279	)		—
Equity-based compensation		11,127			7,209			8,149			2,510			7,410
PHI International reorganization		13			429			2,866			—			—
Loss on debt extinguishment		—			—			—			—			11,188
Severance and retention costs		1,608			2,751			3,853			238			4,818
Settlement of customer claim		—			(3,016	)		(3,016	)		(12,203	)		(7,500	)
Foreign exchange (gain) loss		(4,287	)		(5,801	)		(5,197	)		(685	)		1,521
Gain on insurance proceeds		(14,399	)		(965	)		(3,001	)		—			—
Asset impairment charges		2			12			693			2,597			—
Gain (loss) on diposal of assets		689			(232	)		(606	)		1,194			(122	)
Employee retention credit		(5,749	)		—			—			—			—
CARES Act Grant		—			(61	)		(61	)		(427	)		(5,143	)
Other adjustments—net (1)		744			1,336			1,662			3,265			(443	)
Adjusted EBITDA	$	89,331		$	51,192		$	116,471		$	135,351		$	95,996

(1) Other adjustments—net consists of primarily costs related to special projects, director and officer run-off insurance related to our Chapter 11 bankruptcy filing, contractual adjustment to customer credits and a gain associated with the cancellation of an aircraft lease and office lease.

Free Cash Flow

Free cash flow represents net cash from operating activities less capital expenditures for additions to property and equipment and capitalized software.

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Our management utilizes free cash flow, because they believe it is a useful indicator of our overall liquidity, as the amount of free cash flow generated in any period is representative of cash that is available for debt repayment, investment, and other discretionary and non-discretionary cash uses. Accordingly, we believe that free cash flow provides useful information to investors in understanding and evaluating our liquidity in the same manner as management.

Free cash flow does, however, have certain limitations and should not be considered as an alternative to or in isolation from cash flow provided by operating activities or any other measure of liquidity calculated in accordance with U.S. GAAP. Other companies, including other companies in our industry, may not use free cash flow in the same way or may calculate it differently than as presented herein. In evaluating free cash flow, you should be aware that free cash flow does not represent residual cash flow available for discretionary expenditures.

The reconciliations of free cash flow to the three U.S. GAAP cash flow measures for the six months ended June 30, 2023 and 2022 and for the years ended December 31, 2022 and 2021 are as follows:

	Six Months Ended June 30,						Year Ended December 31,
	2023			2022			2022			2021			2020
	(In thousands)
Net cash used in investing activities	$	(20,080	)	$	(33,622	)	$	(36,328	)	$	(24,732	)	$	(13,887	)
Net cash used in financing activities	$	(19,987	)	$	(17,505	)	$	(20,053	)	$	(86,409	)		(188,406	)
Net cash from operating activities	$	51,378		$	7,738		$	54,220		$	109,296		$	133,454
Add (deduct):
Capital expenditures		(18,541	)		(20,337	)		(36,891	)		(28,209	)		(25,385	)
Free cash flow	$	32,837		$	(12,599	)	$	17,329		$	81,087		$	108,069

Liquidity and Capital Resources

General

Our ongoing liquidity requirements arise primarily from the purchase or leasing of aircraft, the maintenance and refurbishment of aircraft, the opening of new aircraft bases, the expansion or improvement of facilities, the acquisition of equipment and inventory, planned debt service requirements and other working capital needs. Our principal sources of liquidity historically have been net cash provided by our operations and borrowings under revolving credit or term loan facilities or periodic issuances of long-term debt. We have historically engaged in both stock repurchases and dividends. To the extent we may generate discretionary cash flow we may consider using this additional cash flow to optionally prepay planned indebtedness, execute strategic acquisitions, return capital to shareholders pursuant to dividend or stock repurchases or for general corporate purposes. On September 8, 2023, the Company’s Board of Directors declared a cash dividend of $2.47 per share, payable to stockholders of record as of the close of business on September 19, 2023, resulting in an aggregate cash payment of approximately $59.9 million. We expect to continue to finance our liquidity requirements through cash generated from operations and borrowings under our existing credit facilities. We believe these sources will be sufficient to fund our cash needs for the next twelve (12) months and beyond.

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Historical cash and cash flow information

The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2023 and 2022 and for the years ended December 31, 2022 and 2021:

	Six Months Ended June 30,						Year ended December 31,
	2023			2022			2022			2021
	(In thousands)
Cash and cash equivalents and restricted cash at beginning of period	$	63,079		$	64,976		$	64,976		$	67,336
Net cash from operating activities		51,378			7,738			54,220			109,296
Net cash from investing activities		(20,080	)		(33,622	)		(36,328	)		(24,732	)
Net cash from financing activities		(19,987	)		(17,505	)		(20,053	)		(86,409	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(262	)		(100	)		264			(515	)
Cash and cash equivalents and restricted cash at end of period	$	74,128		$	21,487		$	63,079		$	64,976

Restricted Cash and Cash Equivalents

We consider all highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. Cash and cash equivalents consist of cash deposits, treasuries, certificates of deposit, and money market funds. We had $72.4 million cash and cash equivalents and $1.7 million restricted cash as of June 30, 2023. We had $61.2 million cash and cash equivalents and $1.9 million restricted cash as of December 31, 2022.

Short-Term Investments

We had $12.7 million and $6.3 million treasuries with maturity greater than three months, which was included in Short-term investments on the consolidated balance sheet as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, all short-term investments had contractual maturities within one year.

Operating Activities

Net cash from operating activities for the six months ended June 30, 2023 was $51.4 million, resulting from our net income of $53.4 million and net non-cash items of $45.6 million, which was partially offset by net cash used by changes in our operating assets and liabilities of $47.5 million that were primarily attributable to (i) an increase in accounts receivable of $24.4 million due to the timing of collections, (ii) an increase in other non-current assets of $8.9 million, which was primarily attributable to a deposit on an aircraft and (iii) an increase in inventories of spare parts of $6.4 million, which was primarily attributable to the increase in activity experienced during the period reflected. Net non-cash items of $45.6 million primarily consisted of $27.7 million in depreciation and amortization related to an increase in depreciable assets due to aircraft upgrades, $11.1 million for non-cash stock-based compensation due to additional equity awards grants during the year, which includes $10.2 million of expense in 2023 for stock awards granted to 5 Essex, LLC, a greater than 5% stockholder and an affiliate of Q Investments, for our Chief Executive Officer’s services, $14.4 million in deferred tax expense, partially offset by a $9.7 million gain on vendor, insurance and warranty claims.

Net cash from operating activities for the six months ended June 30, 2022 was $7.7 million resulting from our net income of $19.7 million and net non-cash items of $33.2 million, which was partially offset by net cash used by changes in our operating assets and liabilities of $45.2 million that were primarily attributable to (i) an increase in accounts receivable of $25.8 million due to the timing of collections, (ii) an increase in inventories of spare parts of $6.9 million, which was primarily attributable to the increase in activity experienced during the period reflected and (iii) a decrease in accounts payable and other non-current liabilities of $6.9 million due to the timing of vendor payments. Net non-cash items of $33.2 million primarily consisted of $26.0 million in

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depreciation and amortization related to an increase in depreciable assets due to aircraft upgrades and $7.2 million for non-cash stock-based compensation due to additional equity awards grants during the year, which includes $5.9 million of expense in 2022 for a stock award granted to 5 Essex, LLC, a greater than 5% stockholder and an affiliate of Q Investments, for our Chief Executive Officer’s services.

Net cash from operating activities for the year ended December 31, 2022 was $54.2 million resulting from our net income of $57.6 million and net non-cash items of $52.2 million, which was partially offset by net cash used by changes in our operating assets and liabilities of $55.6 million. This amount was primarily attributable to (i) an increase in accounts receivable of $43.4 million due to the timing of collections and (ii) an increase in inventories of spare parts of $7.6 million, which was primarily attributable to the increase in activity experienced during the period reflected. Net non-cash items of $52.2 million primarily consisted of $55.9 million in depreciation and amortization related to an increase in depreciable assets due to aircraft upgrades, $8.1 million for non-cash stock-based compensation due to additional RSU grants during the year, which includes $5.9 million of expense in 2022 for stock awards granted to Q Investments for our Chief Executive Officer’s services, partially offset by a $9.7 million deferred tax benefit and $3.0 million gain on insurance proceeds.

Net cash from operating activities for the year ended December 31, 2021 was $109.3 million resulting from our net income of $69.8 million and net non-cash items of $59.0 million, which was partially offset by net cash used by changes in our operating assets and liabilities of $19.5 million. This amount was primarily attributable to an increase in accounts receivable of $34.0 million, which was partially offset by (i) an increase in accounts payable and accrued liabilities of $15.7 million due to the timing of collections of accounts receivable and payments against accounts payable and accrued expenses, and (ii) an increase in inventories of spare parts of $7.1 million which was largely reflective of the increase in activity during the year and an increase in other non-current liabilities of $8.9 million, which was primarily attributable to the unrecognized tax benefits recorded during 2021. Net non-cash items of $59.0 million primarily consisted of $48.2 million in depreciation and amortization due to an increase in depreciable assets due to aircraft upgrades, $2.6 million in asset impairment charges for right-of-use assets, $2.5 million for non-cash stock-based compensation and $3.0 million for deferred income taxes.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2023 was $20.1 million. Capital expenditures of $18.5 million and purchases of short-term investments of $12.5 million were partially offset by $6.3 million of short-term investments maturing and $4.7 million in proceeds received from insurance settlements related to Hurricane Ida.

Net cash used in investing activities for the six months ended June 30, 2022 was $33.6 million. Capital expenditures of $20.3 million and purchases of short-term investments of $15.0 million were partially offset by $1.0 million in proceeds received from insurance settlements related to Hurricane Ida and $0.8 million in proceeds received from asset dispositions from an aircraft sale.

Net cash used in investing activities for the year ended December 31, 2022 was $36.3 million. Capital expenditures of $36.9 million and purchases of short-term investments of $21.3 million were partially offset by $15.0 million of short-term investments maturing, $4.8 million in proceeds received from insurance settlements, and $2.0 million in proceeds from asset dispositions from the sale of two aircraft.

Net cash used in investing activities for the year ended December 31, 2021 was $24.7 million. Capital expenditures of $28.2 million were partially offset by $3.1 million in proceeds received from insurance settlements.

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Financing Activities

Net cash used in financing activities for the six months ended June 30, 2023 was $20.0 million, which primarily consisted of repurchases of common stock and Creditor Warrants through our tender offer of $18.0 million and principal payments on our term loan of $2.0 million.

Net cash used in financing activities for the six months ended June 30, 2022 was $17.5 million, which primarily consisted of repurchases of common stock and Creditor Warrants of $14.5 million and principal payments on our term loan of $2.8 million.

Net cash used in financing activities for the year ended December 31, 2022 was $20.1 million, which primarily consisted of repurchases of common stock and Creditor Warrants of $15.1 million and principal payments on our term loan with PNC Bank, National Association (“PNC”) of $4.8 million.

Net cash used in financing activities for the year ended December 31, 2021 was $86.4 million, which primarily consisted of $79.4 million in dividends paid and $7.0 million principal payments on the PNC term loan.

Debt

On October 2, 2020, we entered into a Revolving Credit and Term Loan Agreement with PNC (“Credit Agreement”). The Credit Agreement is comprised of a $35.0 million term loan and a $55.0 million revolving credit facility, both maturing on October 2, 2023. In April 2022, we executed an amendment to the Credit Agreement (“Amended Credit Agreement”) to extend the maturity date of the term loan and revolving credit facility to October 2, 2025 and to align the interest rate to the Secured Overnight Financing Rate (“SOFR”) to replace the London Interbank Offer Rate (“LIBOR”). In addition, the Amended Credit Agreement increased the availability under the revolving credit facility to $75.0 million and increased advance rates against eligible borrowing base collateral.

As of June 30, 2023, our total debt outstanding was $21.3 million, consisting solely of our PNC term loan. Of the total debt outstanding, $4.5 million was considered short term and represents fixed amortization payments. The PNC term loan requires quarterly payments that began on January 1, 2021, with the payments totaling 5% throughout the life of the term loan with a 40% balloon payment due at maturity. Borrowings under the term loan bear interest at the SOFR rate, plus SOFR credit spread, plus 3%. As of June 30, 2023, we were in compliance with all applicable covenants under the PNC term loan.

As of June 30, 2023, the PNC revolving credit facility remained undrawn with the full $74.9 million available. Availability under the revolving credit facility is reduced by outstanding letters of credit. Borrowings under the revolving credit facility bear interest at the SOFR rate, plus SOFR credit spread, plus 2.5%. Our ability to borrow under the credit facility is conditioned upon our continued compliance with customary covenants, including a fixed charge coverage ratio and sufficient accounts receivable borrowing base collateral coverage. As of June 30, 2023, we were in compliance with all applicable covenants under the PNC revolving credit facility.

See Note 10, Debt, in the notes to our consolidated financial statements included elsewhere in this prospectus for additional information regarding our PNC credit facility.

On September 19, 2023, we entered into two new credit agreements which provide for an aggregate of $120.0 million in availability under the two revolving credit facilities and an aggregate of $40.0 million in borrowings under the two term loan facilities. We used $20.3 million of the $40.0 million in term loan proceeds to payoff the outstanding balance on our existing credit facility. See the section titled “—Recent Developments.”

Contractual Obligations and Commitments

Our principal commitments consist of contractual cash obligations under our borrowings with banks, and operating leases for certain controlled aircraft, corporate headquarters, and operational facilities, which includes

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aircraft hangars. Our obligations under our borrowing arrangements and under our leases are described in Note 10, Debt, and Note 14, Leases, in the notes to our consolidated financial statements included elsewhere in this prospectus.

Capital Expenditures

Our capital expenditures relate primarily to the purchase of aircraft and capital improvements that enhance the value or safety of our aircraft and related infrastructure. We regularly incur capital expenditures on an on-going basis in order to extend the useful life of our aircraft, improve and modernize our fleet, comply with various requirements and standards imposed by insurers or governmental authorities, upgrade or expand our hangars, landing pads, and other operating facilities and acquire or upgrade computer hardware and software. The amount of our capital expenditures is influenced by, among other things, demand for our services, schedules for refurbishing our various aircraft, regulatory requirements, cash flow generated by our operations, expected rates of return and cash required for other purposes. We estimate our total capital expenditures for 2023 will be approximately $54.0 million, a significant increase compared to 2022 capital expenditures of $34.4 million, $21.0 million of the increase due to the expansion of our Houma facility as well as the increased investment in aircraft purchases aircraft, upgrades and overhaul of aircraft components, but our actual expenditures could be substantially different depending on a variety of factors.

Tax Obligations

We currently have available federal net operating loss (“NOL”) carryforwards to offset our federal taxable income, and we expect that these NOL carryforwards will reduce our cash tax payments over the next several years. These federal NOL carryforwards are subject to an annual limitation which could result in the payment of cash taxes before all net operating losses have been utilized. Additionally, if we forfeit these NOL carryforwards for any reason or deplete them faster than anticipated, our cash tax obligations could increase. For additional information, see the section titled Risk Factors and Note 17, Income Taxes, in the notes to our consolidated financial statements included elsewhere in this prospectus.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition and long-lived assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. With respect to these estimates and other critical accounting policies, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations. Therefore, our actual results could differ from those estimates under different assumptions or conditions, impacting our reported results of operations and financial condition.

We believe that the accounting policies described below involve a significant degree of judgment and complexity and have the greatest potential effect on our consolidated financial statements. Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

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For more information on all of our significant accounting policies, as well as recently adopted and issued accounting pronouncements that may have an impact on these policies, see Note 2, Summary of Significant Accounting Policies, in the notes to our consolidated financial statements included elsewhere in this prospectus.

Revenue Recognition

Revenues related to our PHI Health services are recorded net of contractual allowances under agreements with third party payors and estimated uncompensated care. We estimate contractual allowances and uncompensated care based on historical collection experience by payor category. The main payor categories are Medicaid, Medicare, private insurance, and self-pay. Changes in payor mix, reimbursement rates, and uncompensated care rates are the factors most subject to sensitivity and variability in calculating our allowances. We compute a historical payment analysis of accounts by category. The allowance percentages are applied to the payor categories and the revenue allowance is adjusted as necessary.

The allowance estimates for our PHI Health segment’s billing, receivables, and revenue are based on the payment history and current trends in payor behavior categorized by each separate payor group, which we evaluate on a state- by-state basis. A percentage of amounts collected compared to the total invoice is determined from this process and applied to the current month’s billings and receivables aged more than one year are regularly scrutinized for collectability in order to determine whether or not an additional allowance is warranted.

Long-Lived Assets

Our principal long-lived assets are aircraft and intangible assets related to tradenames. We review our long-lived tangible assets for impairment annually, or more frequently whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We typically evaluate aircraft in our PHI Americas and PHI International segments by model type. We review aircraft in our PHI Health segment as one broad asset category since we periodically move aircraft among base locations. We measure our intangible assets by subsidiary or division for impairment testing, which represents the lowest level of identifiable cash flows. We measure recoverability of assets to be held and used by comparing the carrying amount of an asset to the future undiscounted net cash flows that we expect the asset to generate. When we determine that an asset is impaired, we recognize the impairment amount, which is the amount by which the carrying value of the asset exceeds its estimated fair value. Similarly, we record assets that we expect to sell at the lower of the carrying amount or fair value less costs to sell. The oil and gas industry is cyclical and our estimates of the period over which future cash flows will be generated, as well as the predictability of these cash flows, can have a significant impact on the carrying value of these assets and, in periods of prolonged down cycles, may result in impairment charges.

Emerging Growth Company

We are an emerging growth company, as such term is defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk is the risk of changes in the value of financial instruments, or in future net income or cash flows, in response to changing market conditions.

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Interest Rate Risk

We have market risk exposure arising from changes in interest rates on our credit facilities, which bear interest at rates that are benchmarked against SOFR. Based on our overall interest rate exposure to variable rate debt outstanding as of June 30, 2023, a 1.0% increase in interest rates would decrease annual income (loss) before income taxes by approximately $0.2 million.

Inflation Risk

Inflation has adversely affected us by increasing costs of critical components, aircraft and equipment, labor, and other services we may rely on, and continued inflationary pressures could prevent us from operating at capacity, decreasing our revenues or having an adverse effect on our profitability. Although certain of these costs are typically passed through to our customers through rate increases where possible, these escalations are often contractually capped and may not be sufficient to allow us to recover the full amount of the increased costs. In addition, inflation is often, and has recently been, accompanied by higher interest rates. Such higher interest rates may affect our ability to enter into future traditional debt financing, as high inflation may result in an increase in the cost to borrow.

Foreign Exchange Risk

Our international operations subject us to risks related to fluctuations in foreign currency exchange rates and the strengthening of the U.S. dollar against the primary foreign currencies in these markets could adversely affect our revenue growth in future periods. For example, if the U.S. dollar strengthens against other currencies such as the New Zealand dollar or Australian dollar, our revenues reported in U.S. dollars would decline. Gains and losses from the remeasurement of assets and liabilities that are receivable or payable in currencies other than our subsidiaries’ functional currency are included in our consolidated statements of income and can also adversely affect our results of operations, even if there was no corresponding reduction in the health of our business. Some of our contracts to provide services internationally provide for payment in foreign currencies. Our foreign exchange rate risk may increase if our revenues are denominated in a currency different from the associated costs. We attempt to minimize our exposure to this risk by contracting the majority of our services in U.S. dollars. However, the markets in which we operate could restrict the removal or conversion of the local or foreign currency, resulting in our inability to hedge against some or all of these risks or increase our cost of conversion of local currency to U.S. dollar.

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BUSINESS

General

We are a leading provider of flight services for the global oil and gas exploration and production industry and the air medical industry, based on our fleet of mission-specific and in-demand aircraft, safety track record, long tenure with key customers and nearly 75 years of operating history. We provide safe and reliable transportation of personnel to, from and among offshore platforms for our oil and gas customers, as well as air medical transportation for patients to hospitals and other treatment centers. We believe we are a recognized industry leader in safety across our peer group, with zero accidents in our oil and gas operations from 2018-2022, and the lowest accident and fatality rates among major air medical operators since 2010. We hold a significant market position with our upstream oil and gas customers in the Gulf of Mexico, and we also conduct business in other major international markets, including Australia, Canada, Trinidad, New Zealand, the Philippines, West Africa and the Mediterranean.

In addition to the flight services that we provide our customers, our state-of-the-art, 170,000 square foot Lafayette, Louisiana facility includes a full suite of helicopter MRO capabilities. Our MRO resources allow us to service, update and modernize our fleet and those of third parties, such as our customers, other fleet operators, OEMs and certain of our peers. In addition, we license the use of Helipass, our proprietary and industry-leading suite of smart logistics software services for passenger check-in, compliance verification and overall client operations and logistics management. Helipass is available to both our customers and other fleet operators in several locations globally.

We are on the cutting edge of new helicopter deployment and thought leadership, which we believe further differentiates us from our peers. We have a history of being selected by our customers and suppliers to “route-prove” new aircraft models under real world conditions, providing developmental feedback to improve reliability and performance. We have been involved in the development and initial deployment of several airframe types, including the first operational deployment in 2004 of the Sikorsky S-92, a key ‘workhorse’ model for offshore oil and gas operations. More recently, in 2021, Airbus and Shell selected us to route-prove the Airbus H160, a next generation medium helicopter, for offshore use in the United States, and we are seeking to similarly partner with Bell to route-prove its 525 model aircraft in certain markets. Our route-proving activities create a synergistic relationships among us, the OEMs and our customers, with PHI at the center, and allows us to learn and refine our operations in collaboration with key industry participants.

As of June 30, 2023, we operated a fleet of 216 aircraft, 107 of which serve offshore oil and gas customers through our PHI Americas and PHI International segments, and 109 of which serve air medical customers through our PHI Health segment. We own approximately 89% of our fleet, which is comprised of 34 heavy helicopters (17 owned), 43 medium helicopters (39 owned), 130 light helicopters (128 owned) and five fixed-wing aircraft (all owned). Additionally, through our PHI Health segment, we operate four customer-owned helicopters. The aircraft we use to serve our oil and gas customers are equipped with highly advanced avionics and have been outfitted to meet the demanding specifications of our customers. In addition, our in-house MRO capabilities allow us to service and refurbish older aircraft and aircraft components to extend the useful life of our fleet, a key differentiator amongst our competitors.

The principal customers of our PHI Americas and PHI International segments are major and super-major integrated energy companies, independent exploration and production companies and energy services companies. Our PHI Health segment serves patients directly, as well as hospitals and emergency service providers. We believe our long-standing relationships with blue-chip and other key customers are a result of our leadership in safety, operational excellence and our industry-leading suite of offerings that enable us to provide high-quality personalized customer service.

The breakdown of revenue from our PHI Americas, PHI International and PHI Health segments as a percentage of total revenue for the last two fiscal years is set forth in the table below. For financial information

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regarding our operating segments, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 23, Business Segment Information, in the notes to our consolidated financial statements included elsewhere in this prospectus.

Segment	2022			2021			2020
PHI Americas		40.2	%		38.7	%		38.5	%
PHI International		19.9	%		17.6	%		17.0	%
PHI Health		39.9	%		43.7	%		44.5	%

Our Segments

We conduct our business through three segments: PHI Americas, PHI International and PHI Health. We provide transportation services to our offshore oil and gas exploration and production customers through our PHI Americas and PHI International segments and to the air medical transportation market through our PHI Health segment. We have a strong and diversified customer base with long-standing relationships across our segments. Our oil and gas customers include some of the largest global blue-chip companies in the industry, with business relationships spanning more than 30 years with several of these customers. While our primary PHI Health customers are the patients we transport, we also contract with some of the largest healthcare providers and institutions in the United States.

A summary of certain segment financial measures is provided in the table below.

	2022				2021				2020
	Revenue		Adj. EBITDA(1)		Revenue		Adj. EBITDA(1)		Revenue		Adj. EBITDA(1)
PHI Americas	$	305,969	$	60,426	$	266,984	$	52,354	$	237,950	$	35,039
PHI International		151,264		17,742		121,561		23,830		105,318		21,675
PHI Health		303,053		44,900		302,020		66,440		275,114		44,883

(1) For purposes of evaluating segment profit, our chief operating decision maker reviews segment Adjusted EBITDA as a basis for assessing performance and allocating resources. See Note 23, Business Segment Information, in the notes to our consolidated financial statements included elsewhere in this prospectus.

PHI Americas

Our PHI Americas segment, headquartered in Lafayette, Louisiana, provides helicopter services primarily for major and super-major integrated and independent oil and gas exploration and production companies, transporting personnel and, to a lesser extent, parts and equipment, to, from and among, offshore platforms in the Gulf of Mexico and off the coast of Trinidad. This segment also includes helicopter MRO services provided out of our purpose-built state-of-the-art 170,000 square foot facility, technical services for government customers and our proprietary Helipass software offering, which provides passenger check-in and compliance verification software services to customers. As of June 30, 2023, we operated 80 aircraft out of eight bases in this segment.

PHI International

Our PHI International segment, headquartered in Perth, Australia, provides helicopter services primarily for major integrated and independent international oil and gas exploration and production companies, as well as mining companies transporting personnel or equipment within a number of foreign countries such as Australia, New Zealand and the Philippines, and in West Africa and the Mediterranean. We also derive revenue in these international markets from search and rescue operations. As of June 30, 2023, we operated 27 aircraft out of eight bases in this segment.

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PHI Health

Our PHI Health segment is headquartered in Phoenix, Arizona and provides air medical transportation services for patients to hospitals and other treatment centers within the United States. The segment also includes our patient navigation business that we commenced in 2015, pursuant to which we provide hospitals with patient transfer logistics services, as well as PHI Cares, our annual subscription offering that provides members with medically necessary transport for an annual membership fee. As of June 30, 2023, we operated 109 aircraft, inclusive of four customer-owned aircraft, out of 82 locations in 17 states in this segment.

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Our Operations

We provide oil and gas transportation services to our customers through our PHI Americas and PHI International segments and air medical transportation services to customers through our PHI Health segment.

Oil and Gas

Oil and gas exploration and production companies and other offshore oil service companies use our services primarily for routine transportation of personnel and equipment, transportation of personnel during medical and safety emergencies and evacuation of personnel during the threat of hurricanes and other adverse weather conditions. We safely and reliably provide the following transportation services to our customers:

• Passenger Transport – We transported approximately 400,000 passengers in offshore oil and gas operations during the year ended December 31, 2022. We have logged millions of passenger transport-related flight hours over our 75-year operating history and have an average tenure for pilots and maintenance personnel of nine and 14 years, respectively. Our highly trained flight operations personnel and crews are strategically positioned near active offshore energy basins and stand ready to mobilize quickly to safely transport passengers.

• Search and Rescue – Our team is experienced in supporting and providing search and rescue and Medevac helicopter services to support both onshore and offshore operations. Our diverse and well-equipped fleet and global presence allow us to respond quickly to emergencies in remote and inhospitable environments.

Our primary strategic focus in our oil and gas operations is servicing operators in the deepwater regions of the Gulf of Mexico and our international offshore markets. Based on 2022 revenue, approximately 68% of our operations are focused on customers engaged in production activity, which are consistent operations linked to resource life, resulting in relatively predictable revenue streams. We also service exploration operations and believe establishing relationships with customers during this early-stage process is key to ultimately procuring longer-term contracts associated with production activity at the same locations.

Most of our contracts with oil and gas companies are for longer terms, often between three and ten years. However, the anticipated resource life of producing assets tends to be longer than our typical contract length, and we believe that our incumbency with customers provides a significant competitive advantage in extending these long-term relationships, spanning multiple contract renewals. We also enter into shorter, fixed-term contracts in connection with exploration activity that span one to three years in length. We use an ad hoc revenue model in even shorter-duration activities, typically one year or less, and include a higher variable flying hour charge relative to our fixed-term contracts. Customers will sometimes fly in amounts in excess of expectations, resulting in labor overtime and accelerating the need for repairs and maintenance. The contract model for our search and rescue offering consists of a combination of a monthly standing charge and an hourly flying charge at higher rates than our oil and gas contracts due to the aircraft modification and on-flight rescue and medical crew required.

Air Medical

We provide air medical transportation services for patients needing transport to hospitals and other treatment centers in the United States. Air medical transportation is a core component of healthcare infrastructure, with a total addressable market in 2022 of approximately $4.5 billion in the United States, according to IBISWorld. Almost half of the U.S. industry is composed of regional air medical companies or independent operators. We believe that the fragmented nature of the U.S. air medical space provides us with significant organic and bolt-on growth opportunities.

Our PHI Health segment operates primarily under the IPM, and, to a lesser extent, under the TPM. Under the IPM, we have no contracts or fixed revenue stream and compete for transport referrals daily with other

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independent operators in those areas. This model provides care and transport directly to patients with urgent care needs, and requires us to hold the relevant medical licenses, provide our own medical staff, and collect payments from patients and insurance providers directly. Our reimbursement sources typically include Medicare, Medicaid, private insurance, customer self-payment and other government payors such as the U.S. Department of Veterans Affairs. Under the TPM, we contract directly with specific hospitals and healthcare providers to provide their medical transportation services, with the contracts typically awarded through competitive bidding. We also have a limited number of contracts with hospitals using the cooperative provider model, under which we provide services on an “a-la-carte” basis in lieu of full service, catering to specific client needs.

Our aircraft are dispatched in response to transport requests from hospitals or local emergency personnel, such as first responders at the scene of an accident. Approximately 70% of our total transports are inter-facility and 30% are scene transports.

Revenue from the IPM model consists of flight charges billed directly to patients, their insurers or governmental agencies. In the period that services are provided, we record revenue net of a significant portion of allowance for contractual discounts and uncompensated care. We analyze our actual collections by payor category and estimate the contractual allowances and uncompensated care. We adjust these allowances periodically based upon each category’s collection plus any adjustments for current trends in payor behavior. The TPM service revenue consists of fixed monthly fees and hourly flight fees under exclusive operating agreements with hospitals or other institutions. Both monthly and hourly flight fees are generally subject to annual contractual increase.

Industry Overview

Offshore Oil & Gas Transportation Industry Overview

Offshore oil and gas transportation is a diverse industry that provides a range of services, including transportation of personnel and light equipment, emergency medical services and search and rescue. The offshore oil and gas transportation industry is critical to the energy sector, as helicopters are the preferred method of transportation to and from offshore oil facilities due to their ability to efficiently and safely travel long distances and their unique ability to land directly on offshore platforms. Timely, efficient and safe transportation of personnel and equipment to offshore installations is vital to the successful discovery and production of oil and gas from offshore basins. Furthermore, there can be high barriers to entry in the oil and gas industry. The cost of most newbuild medium and heavy aircraft can range from $19 million—$29 million. In addition, air operator’s certificates are required to operate out of each region and can require significant investment in personnel, systems, processes, infrastructure and aircraft to demonstrate airworthiness of the aircraft, proper training and systems, compliance with insurance requirements, sufficient ground infrastructure and that the personnel possess the requisite experience.

Current offshore oil and gas transportation industry growth is supported by an upswing cycle in oilfield services and offshore drilling activity. Offshore drilling has experienced a recent surge in growth due to increased demand for energy and generally higher oil and gas prices. According to the U.S. Department of the Interior Bureau of Ocean Energy Management, 86% of the remaining oil and gas resources in the Gulf of Mexico are in deepwater areas, and technological advancements that are enabling deeper and more efficient drilling methods, as well as the expansion of new offshore areas for exploration and production have also contributed to the increased activity in the offshore energy sector. According to Wood Mackenzie, from 2017 to 2022, the average annual capital expenditures related to offshore oil and gas drilling activities totaled approximately $189 billion, with such expenditures projected to increase to $202 billion in 2023, up 30% from the 2020 lows, and an annual average of $217 billion from 2023 to 2025. As offshore investment recovers from a multi-year period of underinvestment, the demand for helicopters to service offshore facilities has likewise increased.

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Total Upstream Capital Spending ($BN)

According to Wood Mackenzie, offshore floating rig count has decreased from 274 in 2017 to 211 in 2023. During that same period, offshore rig utilization has increased from 66% in 2017 to 75% in 2023. As offshore demand and capital spending are projected to rise while offshore rig count remains low, the trend of increased utilization should continue and drive demand for offshore helicopter transportation.

Floater Rig Count and Utilization

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Healthcare Transportation Industry Overview

The air medical transportation industry plays a vital role in healthcare infrastructure, offering critical services for patients who require rapid and specialized emergency care or have specialized transportation needs due to their location. This industry is highly fragmented in the United States with numerous regional and independent companies.

In 2022, the total addressable market for air medical transportation was estimated to be approximately $4.5 billion in the United States, according to IBISWorld. Looking ahead, the healthcare sector is expected to experience increased demand for time-sensitive and specialized emergency care, further benefiting the air medical transportation industry. The American Medical Association estimates that more than 550,000 patients in the United States use air ambulance services every year and further estimates that 85 million people are unable to access healthcare in less than an hour of travel time without an air ambulance.

Several key factors serve as growth drivers for the air medical transportation industry:

• Aging Population: An aging U.S. population is expected to result in increasing demand for specialized medical services, including emergency medical care and related transportation. Elderly individuals often face complex health conditions and may require immediate transportation to specialized medical facilities. Air medical transportation offers a rapid and efficient means of reaching these specialized facilities. According to the U.S. Census Bureau, the U.S. population age 65 and older totaled 40.5 million in 2010, increased 38% to 55.7 million in 2020, and is projected to increase by 45% to 80.8 million by 2040.

• Golden Hour: The term “golden hour” refers to the critical first hour following a traumatic injury or medical emergency, during which prompt medical intervention significantly increases the chances of positive outcomes. Further, in densely populated urban areas with limited road infrastructure, ground ambulances may encounter delays, hindering the timely arrival of medical assistance. Moreover, geographic obstacles such as mountains, bodies of water, poor roads and vast distances in rural regions can significantly lengthen trip time and impede or completely restrict ground transportation. Air ambulances overcome these barriers by quickly reaching otherwise difficult or inaccessible locations, playing a vital role in providing time-sensitive care to patients within this crucial period and under such conditions. By swiftly accessing and transporting patients to appropriate medical facilities, air ambulances can help reduce mortality rates, prevent complications and improve overall patient outcomes. We believe the mortality rates of patients transported by emergency helicopter are significantly reduced. According to a 2014 study conducted in the United States, trauma patients transferred by helicopter were 57% less likely to die than those transferred by ground ambulance, after adjusting for age, Injury Severity Score (scores severity of traumatic injury based on worst injury of six body systems) and gender.

• Closures of Rural Hospitals: The closure of rural hospitals has become an increasingly prevalent trend in many regions due to financial challenges, low patient volumes and difficulties in attracting healthcare professionals to rural areas. Consequently, residents in rural communities often face limited access to essential medical services, including emergency and other specialized care. Air medical transportation can serve as a vital link between these underserved rural areas and advanced medical facilities located in urban centers enabling patients to quickly and safely reach specialized facilities where they can receive the necessary treatment.

We believe that these trends will drive continued demand for air medical transportation and present an opportunity for continued geographic expansion and utilization growth for our fleet.

The NSA, enacted by the U.S. Congress on January 1, 2022, is a significant piece of legislation impacting the air medical transportation industry that was designed to protect patients from unexpected medical bills resulting from out-of-network care. The NSA protects patients by, among other things, prohibiting surprise bills

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and out-of-network cost-sharing because patients cannot be charged more than in-network cost-sharing for most emergency services, including those that are out-of-network. We believe the NSA will allow providers to focus more directly on the patients’ needs instead of the patients’ financial liability. The NSA also requires disputes between providers, such as air ambulance operators, and payors, such as insurance companies, regarding out-of-network payment to be settled through IDR. Although the NSA focuses primarily on preventing surprise medical bills, it was also meant to encourage more providers and insurers to adopt in-network coverage to avoid the IDR process. We also believe that first responders and medical personnel may be more inclined to utilize air ambulances for patients due to the lower risk from limits on patient financial obligations.

Helicopter MRO Industry Overview

Demand for MRO services in the helicopter wing aircraft sector has been steadily increasing due to the expanding global fleet of helicopters and the growing importance in various industries such as oil and gas, emergency medical services and law enforcement. These are several key factors driving the growth in the demand for MRO services:

• Outsourcing and Partnerships: Many helicopter operators and OEMs are outsourcing their MRO activities to specialized service providers. This allows them to focus on their core operations while benefiting from the expertise and cost efficiencies offered by MRO specialists. Strategic partnerships and collaborations between OEMs, MRO providers and technology companies are also becoming more common to deliver comprehensive MRO solutions.

• Emphasis on Component Repair and Overhaul: With the rising cost of new helicopter parts, there is growing trend towards component repair and overhaul. MRO providers are investing in specialized repair capabilities to extend the lifespan of critical components, reducing the need for expensive replacements.

• Regulatory Compliance: Compliance with stringent aviation safety regulations and maintenance standards remains a top priority in the MRO industry. As regulatory requirements evolve, MRO providers need to invest in continuous training, maintain updated documentation, and implement robust quality control systems to ensure adherence to safety and airworthiness standards.

• Sustainability Initiatives: Environmental considerations are gaining importance in the MRO sector. Efforts are being made to reduce the environmental footprint of MRO operations through initiatives such as the adoption of eco-friendly processes, waste reduction, recycling of components and the development of sustainable aviation fuels. These initiatives align with the broader industry focus on sustainable aviation and reducing carbon emissions.

These trends reflect the ongoing evolution of the helicopter MRO industry, driven by focus on safety, efficiency, cost-effectiveness and sustainability. We believe that these trends will continue to drive demand and create opportunities in the helicopter MRO market

Competitive Strengths

Exceptional Safety Records and Protocols

We have played a significant role in advancing and strengthening safety standards in the helicopter transportation industry. Air transport for offshore oil and gas operations presents unique challenges that require heightened safety protocols. We have developed a leading safety reputation in the oil and gas industry, and we believe we are a recognized industry leader in safety across our peer group, with zero accidents in our oil and gas operations from 2018-2022, and the lowest accident and fatality rates among major air medical operations since 2010. We believe that customers recognize this commitment to safety, and select us to partner with them in route-proving next generation aircraft under realistic operational conditions. Our dedication to safety has also earned us endorsements from regulatory authorities, such as the FAA, solidifying our position as a trusted and

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responsible industry leader. To ensure continued excellence, we have made significant investments in safety over our nearly 75-year operating history, including:

• Night Vision – We were the first in the industry to equip all our aircraft operating under our PHI Health segment with night vision goggles, significantly enhancing visibility and situational awareness during low-light conditions. This pioneering move underscores our commitment to going above and beyond regulatory requirements to provide a high level of safety for our crew and passengers.

• Real-time Monitoring – In our U.S. oil and gas operations, we were the first to introduce real-time monitoring systems and programs that continuously collect and analyze crucial data during flights. This data-driven approach enables us to better identify potential risks and take proactive measures to mitigate them, improving flight safety and security.

• Enhanced Operational Control Matrix – Another groundbreaking initiative, our operational control matrix is a comprehensive framework that enables us to maintain meticulous oversight of flight operations and adherence to stringent safety protocols at all times. The two key aspects of our operational control include requiring additional fuel when certain weather condition indicators are marginal and preemptively ceasing flight operations when certain environmental conditions indicators reveal hazardous or potentially life-threatening situations. Through constant monitoring and evaluating various operational, weather and environmental factors, we can identify leading indicators to enhance safety for our employees and passengers.

• Virtual Co-Pilot Voice Support – Recognizing the critical role communication plays in ensuring safe flight operations, we believe we were the first in the industry to implement virtual co-pilot voice support technology to provide an extra layer of support for our pilots. This approach has been adopted to enhance PHI’s operational control procedures, and further demonstrates our commitment to setting the highest safety standards in the industry.

Through these and other initiatives, we have been able to move closer to our goal of “Destination Zero” – zero flight accidents, zero personal injuries and zero preventable occurrences of accidents or injuries. The table below, based on data collected by HeliOffshore, reflects the number of accidents reported by the Western OEMs involving their aircraft in offshore operations from 2018 to 2022.

Exceptional safety continues to define our culture and remains our top investment priority. Our current initiatives include Line Operations Safety Audit programs, Fatigue Risk Management System, Flight Path

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Management and others. We aim to uphold the highest standards of safety and operational integrity through unwavering focus and deliberate action. For example, prior to contracting for the new Airbus H160, which will soon be one of the latest models in our fleet, we thoroughly vetted the aircraft to ensure that it not only meets our rigorous safety standards but also pushes upwards the overall safety standard for next generation aircraft. Prioritizing safety and operational integrity, the H160 is manufactured to meet the requirements of the International Association of Oil & Gas Producers (IOGP 690 best practices), the industry-leading safety standards. As part of our route-proving for the H160 aircraft, we also play an equally important role of implementing the highest safety operating procedures, which is foundational to the success of our business.

Established Track Record with Top Tier Customers and Helicopter OEMs

We have developed strong and enduring relationships with key blue-chip companies in the oil and gas and healthcare industries. We believe these relationships demonstrate our industry and operational credibility and provide financial stability and an opportunity for growth with our customers.

In the oil and gas industry, we have established relationships with leading companies including BP, Shell, ENI, INPEX, Woodside Energy and ExxonMobil Corporation. These relationships, many of which span multiple decades, highlight the trust and confidence that these customers have in us. For example, in October 2022, we signed a new 10-year, multi-aircraft agreement and contract amendment with BP, a historic milestone in our over 40-year relationship. By providing exceptional service and meeting our customers’ demanding needs, we believe we have become a preferred service provider in the oil and gas industry.

Similarly, in our PHI Health segment, we have enduring relationships with leading healthcare providers. Notable customers include the Cleveland Clinic, the Nicklaus Children’s Hospital, Children’s Hospital of San Antonio, Medical City Dallas, Children’s Mercy Hospital at Kansas City, Rico Aviation, the University of Kentucky and University Hospitals Cleveland Medical Center, St. Vincent in Indiana. We believe that our long-term relationships with key healthcare partners, averaging 12 years with our major hospital customers, are a testament to our ability to deliver reliable and high-quality services.

Our history of route-proving partnerships with, and introducing new aircraft for, OEMs in the offshore oil and gas industry has enabled us to successfully negotiate flexible frame agreements with our OEM partners. These agreements typically provide us with a right-of-first-refusal on manufacturing slots for certain new-build aircraft to ensure we have the available fleet capacity necessary to serve our customers.

Leveraging Global Footprint to Serve Large and Growing Markets Benefitting from Strong Industry Tailwinds

We service the oil and gas industry on a global scale, leveraging strategically positioned facilities that give us a significant presence in key regions. We hold a significant market position with our upstream oil and gas customers in the Gulf of Mexico, and we also conduct business in other major international markets, including Australia, Canada, Trinidad, New Zealand, the Philippines, West Africa and the Mediterranean. The offshore oil and gas sector continues to be a vital source of energy production, with ongoing exploration and production activities in offshore basins worldwide. Helicopters are extensively used for personnel transfer, logistics support, emergency response and maintenance operations in offshore oil and gas projects. Many offshore oil and gas fields are located in remote deepwater locations characterized by harsh weather conditions, some of which can only be reached efficiently and in a cost-effective manner by helicopters. Our widespread geographic presence enables us to capitalize on these opportunities and meet the demands of different markets and customers effectively.

Our PHI Health segment operates within the United States and our geographic strategy is designed to serve areas of highest demand. To ensure comprehensive coverage, we have 82 locations across the West, Southwest, Southeast, Midwest and Northeast regions spanning 17 states as of June 30, 2023. We believe that the secular

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tailwinds impacting this segment provide a path for us to continue to grow steadily. We expect that the overall healthcare sector will continue to benefit from the increased demand for rapid and specialized emergency care, while changes in the legislative landscape create opportunities for our air medical business. An aging population, closure of rural hospitals, advancement in medical technologies and the essential need for emergency services during the “golden hour” provide us with an opportunity to capitalize on a fragmented market.

Our MRO services, which support internal and external customers in the maintenance and repair of their fleets, are core to our business and provide an additional potential source of revenue. At our state-of-the-art, FAA Part-145 certified facility in Lafayette, Louisiana, we offer services ranging from routine maintenance and inspections to complex modifications. Our team of highly trained technicians and experts have proven experience and are trained and certified to service a wide range of aircraft models and engine types. This combination allows us to deliver reliable and differentiated service meeting the needs of both our customers and regulators.

We believe we are well positioned to leverage our geographic breadth to benefit from favorable and accelerating secular growth trends in our markets.

Improving Contract Terms to Reduce Downside Risk

Recently, we have successfully begun revising certain contract terms and conditions in some of our customer agreements to enhance our competitive positioning by reducing operational risks. One of the more meaningful changes relates to termination for convenience clauses that, historically in our industry, have entitled customers to terminate contracts with 30- to 90-days’ advanced notice and often without significant consequences. To mitigate the downside risk, when negotiating new contracts or extensions of existing agreements, we now aim to significantly curtail remove or these clauses or impose termination penalties, which we believe will help bolster our competitive position. We anticipate pursuing similar updates as we engage in future new contract or contract-renewal negotiations. We believe that our recent success in reducing contractual risks is a direct result of our long-standing relationships with customers who continue to support the initiatives and measures that have the potential to strengthen our future success.

In light of the recent upswing in demand for helicopter transportation in our industries, we are also introducing improved protection in our contracts for inflation and certain other cost increases, including an uncapped inflation escalation clause (compared to historical industry norm inflation caps of 2% to 3%). These new measures account for the specific cost drivers in our industry while avoiding fixed or arbitrary indices that were often used in the past. We are also building safeguards into our contracts which specify minimum and maximum activity levels against the contracted fleet for both fixed and variable charges with repricing triggering events that better protect us against unforeseen lost revenue or operational cost increases created by varying activity levels. In certain instances we are also attempting to shift contract profit economics towards fixed monthly standing charges, better protecting revenue regardless of customer usage levels.

We are also generally seeking to extend the length of contracts with certain key customers, including most recently with BP in October 2022. These longer-term contracts, with terms up to ten years in certain circumstances, are a departure from industry norms, and when combined with more meaningful downside protections, further solidify our market position.

Although we have not yet implemented these changes in a material number of our contracts, we have already enjoyed success in implementing many of these terms in recent contract renewals, and believe we will continue to improve future contracts as well, limiting potential downside across our revenue streams. We believe these measures will also enable us to better plan strategic investments in our fleet and infrastructure and enable us to better serve our customers, benefiting our business in the short and long term.

See “—Customers” below for additional information regarding our contracts with our top three customers.

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Strong Financial Performance in Growth and Profitability

After successfully emerging from Chapter 11 bankruptcy protection in September 2019, we strategically transformed our financial policies to prioritize a conservative balance sheet, disciplined growth and robust cash flow generation. This shift in approach not only restored our stability, but we believe it has provided us with incremental financial flexibility relative to our competitors and solidified our market position in the industries in which we operate.

Our steadfast commitment to excellence, combined with industry-leading safety and strong customer relationships, has driven impressive financial results. Over the period from 2020 to 2022, despite the challenges brought on by the COVID-19 pandemic, we achieved a notable revenue CAGR of 10.9%, a testament to the resilience and strength of our business. We attribute this growth not only to our commitment to quality but also to our diligent efforts in improving profitability through the implementation of stringent cost control measures and streamlining of operations. As a result, our focused strategy has yielded net income and Adjusted EBITDA growth, with CAGRs of 91.4% and 10.1%, respectively, from 2020 to 2022. Adjusted EBITDA is a non-GAAP measure. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a discussion of Adjusted EBITDA, including how it is calculated and the reasons why we believe it is useful to investors, as well as a reconciliation thereof to the most directly comparable GAAP measure.

These achievements not only reflect our superior performance but also position us to capitalize on numerous growth opportunities and strengthen our presence in the industries we serve.

Strong Focus on Sustainability and Environmental, Social, and Governance Initiatives

Through our ESG efforts, we seek to operate our business responsibly to meet the needs of all stakeholders today, with a focus on what our people, customers, communities, and the environment will need from us tomorrow. We aim to embed sustainable business practices into our business and operations so that we can reduce our impact on the environment, invest in our people, contribute to regions where we do business and return value to our stockholders. Our approach to ESG encompasses four priority areas:

• Culture, Career & Opportunities for our People: We strive to ensure our teams reflect the communities in which we operate by recruiting and developing a talented and diverse workforce and promoting a culture that nurtures each employee’s full potential.

• Positive Presence in Our Communities: We work with local governments and stakeholders seeking to be a positive presence in the communities where we operate by contributing to equitable economic growth and development, and by promoting local employee engagement.

• Environmental Stewardship: We are committed to managing our environmental footprint and partnering with our customers, stakeholders and the aviation industry to develop innovative solutions and services to become better stewards of the environment, and to support the global transition to renewable energy sources.

• Responsible and Ethical Business Practices and Policies: How we conduct ourselves and how we engage with others is just as important to us as the services we deliver. We seek to govern our business in a responsible and ethical way to support the vital role we play in a global marketplace.

Recent investments in new initiatives that demonstrate our commitment to these priorities include:

• our transition to a new human resources information technology system, Workday, which we expect will provide greater resources to employees and people leaders;

• our completion of a pilot project to analyze fuel efficiency at our New Plymouth, New Zealand site;

• our white paper on SAF and SAF advisory group, convened to explore options to meet our customers’ needs;

• our partnership with an OEM of autonomous medium lift logistics vehicles, a lower emissions vertical lift aircraft; and

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• our launch of The Women’s Network to provide support, mentoring and professional development to our staff and to encourage women in our local communities to pursue a career in aviation where only 6% of helicopter pilots are female.

Experienced Management Team with a Proven Track Record of Growth

Our senior management team is composed of seasoned executives with significant experience and a strong track record of operational excellence. Led by our Chief Executive Officer, Scott McCarty, our senior leaders have overseen a successful transition from our 2019 emergence from bankruptcy, driving significant revenue and margin growth. Mr. McCarty brings an abundance of leadership experience through his prior public company board appointments and his military experience as a graduate from the U.S. Military Academy at West Point and service as a captain in the U.S. Army. Jason Whitley, our Chief Financial Officer, has amassed a wide array of finance experience through his roles at a number of Fortune 500 and multi-national companies, including Siemens, Motorola and Procter & Gamble. Collectively, our management team brings a vast array of experience, depth of knowledge and domain expertise that will drive future growth plans.

Company Strategy

We are focused on the following strategic company initiatives:

Maintain Our Exceptional Safety Track Record.

We aim to uphold the highest standards of safety and operational integrity through unwavering focus and deliberate action. We have an organizational culture designed to ensure excellence in safety and reliability across our operations. Central to this culture is our commitment to “Destination Zero” - zero flight accidents, zero personal injuries and zero preventable occurrences. We believe that customers place significant value on these attributes and that they are instrumental in winning new contracts. Our current initiatives include Line Operations Safety Audit programs, Fatigue Risk Management Systems, Flight Path Management and others.

Exceptional safety defines our culture and remains our top investment priority for the future. We invest heavily in maintaining cutting-edge technology and practices to remain an industry leader in operational safety and reliability. For example, we continue to invest in updating our equipment, critical systems and procedures in an effort to maintain our industry leadership in safety and reliability.

Our partnerships with our customers and suppliers in route-proving aircraft, while demonstrating our reputation as a leader in safety and reliability, also provide us with a “first mover” advantage in further developing our operational experience and safety procedures with the newest and most capable aircraft in the industry. We are also a founding member of HeliOffshore, a global, safety-focused association for the offshore helicopter industry, and have held a board seat since the founding of the organization in 2014. Finally, we apply the lessons learned from the heightened safety demands for complex offshore operations to our air medical transport operations, which we believe allows PHI Health to raise the standard among its peers in safety and reliability.

Maintain balance sheet strength and ample liquidity throughout market cycles.

We believe we have capitalized on the financial profile established through our 2019 Chapter 11 bankruptcy process by maintaining financial stability and liquidity through varying market conditions. Our strategic approach encompasses prudent financial management, operational excellence and proactive risk mitigation to achieve these goals. In particular, our strategy is focused on debt management and capital structure optimization. We have effectively reduced our debt burden, strengthening our balance sheet, and we plan to leverage this stability with prudent financial stewardship. We are committed to closely monitoring our debt and liquidity levels and maintaining a healthy debt-to-equity ratio to establish a sustainable financial position capable of withstanding market fluctuations. We believe that, given our focused strategy, our balance sheet is strong relative to our industry peers.

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Recognizing the significance of maintaining adequate liquidity, we have also implemented robust cash flow forecasting and working capital management practices. By diligently monitoring our cash inflows and outflows, optimizing our working capital cycles and establishing effective cash reserves, we maintain what we believe to be adequate liquidity buffers to navigate potential market challenges and uncertainties.

Invest in aircraft while expanding our geographic footprint in our PHI International and PHI Health segments.

We believe growing and maintaining an advanced and diverse fleet in the geographies representing our existing and potential customers’ highest demand markets is essential to our continued growth and success. By focusing on these high demand areas, we believe we can most efficiently deploy capital where the returns are highest to drive stockholder value and enable substantial growth. To that end, we anticipate acquiring additional aircraft that most directly serve the needs of our oil and gas customers, including the H175, as well as another new generation aircraft, for which we are in late-stage negotiations. In addition, we were chosen by Airbus and Shell to become their partner to launch the “route-proving” program for their next generation medium helicopter, the H160.

In our PHI International segment, we are striving to enter into or enhance our presence in markets that represent our oil and gas customers’ most intense capital expenditures, such as Latin America, the Mediterranean and West Africa, and continue to add new customers in our existing markets, such as Western Australia.

In our PHI Health segment, we are planning to expand in the United States regions we believe are most affected by rural hospital closures and demographic trends that increase demand for rapid and potentially long-distance medical transport. We intend to capitalize on base closures by our competitors, gain market share by partnering with more hospitals and other healthcare organizations, and leverage our relative financial strength to grow our market presence in multiple geographies.

Improve profitability by continuing to implement improved contract terms and focusing on continued success under regulatory updates.

We believe we have multiple avenues towards improving our future profitability, including continuing to pursue improved contract terms, and continuing to focus on our practices that have led to our historical success under recent regulatory updates pursuant to the NSA.

In our PHI Americas and PHI International segments, we expect to continue incorporating improved contract terms which we believe will better protect long-term revenue streams and unanticipated cost increases, including those related to inflation and other factors that are outside of our control. We anticipate the increasing prevalence of these terms will protect existing and future revenue generation as we expand into additional markets. Demonstrating our commitment to fostering long-term partnerships with key customers, we will continue to look for opportunities to extend the duration of contracts with certain key customers. Additionally, to ensure our revenue streams in our PHI Americas and PHI International segments, we seek to incorporate minimum levels of variable charges. We believe this provides downside protection where our customers’ flight hours drop below a minimum threshold, giving us an ability to reprice our services to maintain a sustainable level of revenue.

Since the enactment of the NSA, we have experienced successes in IDR claims. We believe these results have been driven in part by, and our positions taken in the IDR proceedings are based on, our history of charging fair prices, our superior quality of care provided to patients and what we believe is the outstanding quality and outcomes of our services. We also committed meaningful resources to prepare for the implementation of the NSA, including the IDR process, which we believe has also benefited our win rate, which currently exceeds the industry average of 71% where the initiating party was also the prevailing party according to the Centers for Medicare and Medicaid Services Federal Independent Dispute Resolution Process-Status Update. While the NSA limits out-of-pocket amounts payable by patients, we have been able to

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maintain our profitability through our early success with IDR claims. We also believe the new structure may encourage providers to utilize air ambulance services for their patient transport needs given the NSA’s mitigation of patient financial obligations. We are focused on ensuring our ability to navigate these changes in a manner that will benefit our business.

Continue leveraging value-added services, including Helipass, MRO and PHI Cares.

Our core flight operations are supplemented by our smart logistics solution, Helipass, which we believe enables a smarter, safer and better customer experience and is ultimately accretive to our overall margins. This service is not only utilized by our customers but has proven to be a key competitive differentiator as evidenced by the demand for the licensed use of Helipass by our industry peers as well as oil and gas companies that do not contract with us for flight services. We anticipate leveraging our upfront investment in the development of Helipass to drive recurring SaaS fees from our flight operation customers and third parties alike.

Similarly, we generate supplemental revenues through our MRO capabilities, which not only service our owned and leased aircraft, but are also utilized by third party owners, including governmental agencies, OEMs and leasing companies. While our MRO operations are critical to demonstrating our industry-leading know-how and capabilities, as well as differentiating us from our competitors in our relative breadth of service offerings, they also provide us with an additional growth opportunity, particularly in light of increasing scarcity of qualified technicians and supply chain constraints.

We have also opportunistically developed value-added services to complement our PHI Health segment, namely our PHI Cares offering, which is a long-term, higher margin initiative. Our PHI Cares offering is structured as an annual subscription, which provides members with a fixed out-of-pocket cost for medically necessary transport, while generating strong recurring revenue and profitability regardless of whether we fly. We plan to leverage Helipass, MRO and PHI Cares to drive volume and provide additional fixed recurring revenues across all our segments.

Seasonal Aspects

Seasonality affects our operations in three principal ways: weather conditions are generally poorer in the winter months; hurricanes, typhoons, cyclones and other tropical storms, which may increase in frequency and severity as a result of climate change, can threaten operations, particularly in the late summer and early fall months in the Gulf of Mexico; and reduced daylight hours restrict our operations in winter. All of those factors typically result in reduced flight hours. The seasonality of our winter and summer offshore operations is mitigated to some degree by our conduct of operations in both the Northern and Southern hemispheres. The adverse impact of poor visibility or darkness is also partially mitigated by our ability to conduct some of our flights under IFR. As of June 30, 2023, approximately 60% of our helicopters assigned to our PHI Americas segment, 100% of our helicopters assigned to our PHI International segment and 45% of our helicopters assigned to our PHI Health segment were equipped to fly under IFR, which enables these aircraft, when manned by IFR-rated pilots and co-pilots, to operate under a wider variety of weather conditions.

When a tropical storm begins threatening our offshore operations, flight activity may temporarily increase because of evacuations of offshore workers, but during the storms, we are unable to operate in the area of the storm and can incur significant expense in moving our aircraft, personnel and support equipment to safer locations. Our operating results vary from quarter to quarter, depending on seasonal factors and other factors outside of our control. As a result of this volatility, full year results are not likely to be a direct multiple of any particular quarter or combination of quarters.

Inventories

We carry a significant inventory of aircraft parts in our key markets to support the maintenance and repair of our helicopters and other aircraft. Although recent disruptions to our supply chain for certain replacement parts

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have adversely impacted our business, to date the impact has not been material. See the section titled “Risk Factors.” Many of these inventory items are parts that have been removed from aircraft, refurbished according to manufacturers and regulatory specifications, and returned to inventory. The cost to refurbish these parts is expensed as incurred. The carrying values of inventory reported in our consolidated financial statements are affected by various estimates and may change from time to time if our estimated values change. See Note 2, Summary of Significant Accounting Policies—Inventories of Spare Parts, in the notes to our consolidated financial statements included elsewhere in this prospectus.

Customers

Our principal customers are major and super-major integrated energy companies and independent exploration and production companies. We also serve energy service companies, hospitals, emergency service providers, medical programs, government agencies, and other aircraft owners and operators. Our three largest customers represented approximately 34% of our revenues for the year ended December 31, 2022. Our largest customer is served by both our PHI Americas and PHI International segments and accounted for 18.6% and 15.7% of our revenues for the year ended December 31, 2022 and 2021, respectively. However, while our largest customer represented 18.6% of fiscal 2022 revenue, this amount represents the aggregate revenues generated under six separate contracts with five different affiliates of the same parent entity. Of these six contracts, only one represented more than 10% of fiscal 2022 revenue (10.9%) and none of the other five represented more than 2% of fiscal 2022 revenue. Additionally, none of these contracts are cross-conditioned or otherwise related. Of the contracts with our next two largest customers, similarly, none represented more than 7.5% of our fiscal 2022 revenue. As a result, rather than locking in any specific revenue stream or providing long-term financial security on which our business could depend, these contracts address ordinary course operational matters, as is typical in our industry, such as aircraft specifications; licensing, health & safety and other regulatory matters; security; and other technical requirements.

The customer base of our PHI Health segment has traditionally been less concentrated than the customer base of our oil and gas operations. We have entered into contracts with most of our established customers for terms of at least one year, although most contracts include provisions permitting earlier termination by the customers. See Note 2, Summary of Significant Accounting Policies—Concentration of Credit Risk, in the notes to our consolidated financial statements included elsewhere in this prospectus.

Competition

Our business is highly competitive in each of our markets, and many of our contracts are typically awarded after competitive bidding. Factors that impact competition include safety, reliability, price, availability of appropriate aircraft, experience, and quality of service.

We believe we are a leading operator of helicopters in the Gulf of Mexico. There is one major competitor, Bristow Group Inc., and several smaller competitors operating in the Gulf of Mexico market, including leasing companies. We believe competition in our international offshore markets is as great or greater than the competition we face in the Gulf of Mexico as it includes a number of similarly sized competitors as compared to us. Although most oil and gas companies traditionally contract for most transportation services associated with offshore operations, including helicopter services, certain of our customers and potential customers in the oil industry operate their own helicopter fleets or have the capability to do so if they so elect.

In the air medical market, we compete against national and regional firms, and there is usually more than one competitor in each local market. In addition, we compete against hospitals that operate their own helicopters and, in some cases, against ground ambulances as well.

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Our Fleet

We primarily own the helicopters used in our operations, but also lease aircraft or operate customer-owned aircraft when we believe it is strategically beneficial. We also operate fixed-wing aircraft in our air medical operations. Consistent with industry standards, we classify our helicopters as light (typically up to six passengers), medium (typically up to 12 passengers) or heavy (typically up to 19 passengers), each of which serves a different set of transportation and technological needs. As of June 30, 2023, we owned or leased 212 aircraft, as listed in more detail in the table below.

Manufacturer	Type	Number in Fleet(1)		Engine	Maximum Passenger Capacity		Cruise Speed (mph)		Approximate Range (nautical miles)(2)
Light Aircraft
Bell	407		67	Turbine		4 – 6		130 – 150		300 – 420
Airbus	EC-135(3)		36	Twin Turbine		7		143		380
Airbus	BK-117 / H145(3)		5	Twin Turbine		4 – 6		150		400
Airbus	AS350-B3		22	Turbine		5		140		335 – 385
Medium Aircraft
Bell	412(3)		1	Twin Turbine		8 – 13		115 – 160		300 – 370
Sikorsky	S-76(3) A++, C++		22	Twin Turbine		12		150		400
Leonardo	AW-139(3)		17	Twin Turbine		15		160		580
Leonardo	AW-109(3)		3	Twin Turbine		6		160		400
Heavy Aircraft
Sikorsky	S-92A(3)		34	Twin Turbine		19		160		495
	Total Helicopters		207
Fixed Wing
Lear Jet	31A(3)		1	Turbojet		8		527		1,435
Beech	King Air(3)		4	Turboprop		8		300		1,380
	Total Fixed Wing		5
	Total Aircraft		212

⁽¹⁾ In this table, we disclose the aggregate number of aircraft owned or leased by us or allocated to our operating segments. As of any particular date, a portion of our aircraft will be unavailable for service for a variety of reasons, including due to certain aircraft being maintained, refurbished, parked or laid-up pending deployment or sale. This table does not include four customer-owned aircraft that we operate.

⁽²⁾ Based on maintaining a 30-minute fuel reserve.

⁽³⁾  Aircraft equipped to fly under IFR. See subsection titled “Business—Seasonal Aspects” and the section titled “Risk Factors.”

Of the 212 owned or leased aircraft in our fleet, as of June 30, 2023, we owned 189 and leased 23. The leased aircraft consist of 14 heavy and one medium aircraft currently used in our PHI Americas segment, three heavy, three medium and one light aircraft used in our PHI International segment and one light aircraft used in our PHI Health segment. We also operate four customer-owned aircraft in our PHI Health segment.

Our medium and heavy helicopters can fly day and night in a wider variety of weather conditions, travel over longer distances and carry larger payloads than light helicopters. These aircraft are required by many of our offshore oil and gas customers for crew changes on the large offshore production facilities and drilling rigs in the deepwater region of the Gulf of Mexico and international waters. Additionally, these aircraft have flight ranges of up to 580 nautical miles with a 30-minute fuel reserve, allowing us to service deepwater oil and gas operations up to 250 nautical miles offshore. We are also beginning to invest in super-medium aircraft such as the Airbus H175, which have a flight range of approximately 585 nautical miles. We operate 109 aircraft under our PHI Health segment, all of which are certified to fly under VFR, and approximately 45% of which are certified to fly under IFR, which enables pilots to fly in a wider variety of weather conditions versus VFR-only aircraft, and allows us to accept additional flight requests that would be missed or canceled without this capability.

Due to the lack of capital spending in the oil and gas industry over the last few years, driven by the downturn related to the global COVID-19 pandemic, OEMs shifted their focus to other industries and reduced inventories of aircraft parts and components to extremely low levels, with very limited production of helicopters.

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For example, no new Sikorsky S-92 heavy model aircraft have been produced in the last five years for the oil and gas industry. Further tipping the supply and demand imbalance, according to Air and Sea Analytics, since 2022, the oil and gas industry has recovered sharply with increased upstream investment, resulting in high demand for, and increased utilization of, industry-favored medium and heavy helicopters such as the Sikorsky S-92, Leonardo AW139, Leonardo AW189 and Airbus H175, as reflected in the table below.

Offshore Rotorcraft—Utilization

This rapid upturn in demand and spending, combined with the shift in focus by the OEMs, caused material supply chain challenges that have delayed parts and repairs for the industry-favored aircraft such as the S-92, thereby limiting the number of such aircraft that are serviceable today. Nevertheless, we have been able to secure orders for several of the limited number of available Airbus H175 production slots supported by strong customer interest in multiple regions at the time of order, with an option to order up to 18 additional H175 aircraft over the next five years. We believe that the Airbus H175 aircraft offers us an option to replace a significant part of our S-92 fleet, positioning us well for the expected growth and expansion in the oil and gas industry. We have also had a long-term relationship with Leonardo through the AW139 medium helicopter, and we are currently evaluating our options with Leonardo regarding the AW189 model.

Due to this limited supply of aircraft and recent increase in offshore oil and gas exploration and production activity, the overall demand for heavy and medium aircraft has dramatically increased, which has significantly reduced available supply and buoyed aircraft lease rates. Consequently, contractual rates to our customer have increased to reflect these supply and demand dynamics. Approximately 80% of our heavy and medium aircraft serving our PHI Americas and PHI International segments are under contract with a balanced mix of longer-term core customers and short-duration customer contracts. We believe we are well positioned to benefit from these industry dynamics, as well as to optimize our contract mix and strategically enter into longer-term contracts with our customers as lease rates increase.

Properties

We operate out of 98 locations worldwide, 16 in our oil and gas operations and 82 in our PHI Health operations. Our principal facilities are located on property leased from the Lafayette Airport Commission at Lafayette Regional Airport in Lafayette, Louisiana. The lease covers approximately 28 acres and two main buildings, with an aggregate of approximately 268,000 square feet, housing our main operational, executive, and administrative offices and the main repair and maintenance facility. The lease for this facility commenced in 2001, expires in 2023 and grants us three five-year renewal options following the expiration date.

PHI Americas

We own our Boothville, Louisiana operating facility. The property has a 23,000 square foot building, a 7,000 square foot hangar, and landing pads for 35 helicopters.

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We also lease property for three additional bases to service the oil and gas industry throughout the Gulf of Mexico and the Caribbean. Those domestic bases that represent a significant investment in leasehold improvements and are particularly important to our operations are:

Domestic
Facility	Lease Expiration	Area	Facilities	Comments
Houma-Terrebonne Airport (Louisiana)	Through February 28, 2027	84 acres (Two Locations)	Two operational and maintenance facilities, landing pads for 48 helicopters total	Facilities under twelve separate leases, of which one contains an option to extend through 2029
Galveston (Texas)	May 31, 2026	11 acres	Operational and maintenance facilities, landing pads for 13 helicopters

We also operate from offshore platforms, use of which are provided without charge by the owners of the platforms, although in certain instances we are required to indemnify the owners against loss in connection with our use of their facilities.

PHI International

The operations headquarters is located in Perth, Australia. Our international offshore operations also operate facilities located at New Plymouth, New Zealand; El Nido, Philippines; Karratha; Broome, Exmouth and Truscott in Australia; as well as Cyprus and Ghana.

PHI Health

We also lease office space for our air medical operations in Phoenix, Arizona. The lease covers approximately 47,500 square feet and expires in 2028. As of June 30, 2023, we operated 82 air medical locations located in Alabama, Arizona, California, Florida, Indiana, Kentucky, Maryland, Michigan, Missouri, Mississippi, New Jersey, New Mexico, Ohio, Oklahoma, Texas, Virginia and Wisconsin, all of which are leased. We had 12 medical sites furnished by customers as of June 30, 2023.

Environmental, Social and Governance Initiatives

Through our ESG efforts, we seek to operate our business responsibly to meet the needs of stakeholders today, with a focus on what our people, customers, communities, and the environment will need from us tomorrow. We aim to embed sustainable business practices into our business and operations so that we can reduce our impact on the environment, invest in our people, contribute to regions where we do business and return value to our stockholders. Our approach to ESG encompasses four priority areas:

• Culture, Career & Opportunities for Our People: We strive to ensure our teams reflect the communities in which we operate by recruiting and developing a talented and diverse workforce and promoting a culture that nurtures each employee’s full potential.

• Positive Presence in our Communities We work with local governments and stakeholders seeking to be a positive presence in the communities where we operate by contributing to equitable economic growth and development, and by promoting local employee engagement.

• Environmental Stewardship: We are committed to managing our environmental footprint and partnering with our customers, stakeholders and the aviation industry to develop innovative solutions and services to become better stewards of the environment, and to support the global transition to renewable energy sources.

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• Responsible and Ethical Business Practices and Policies: How we conduct ourselves and how we engage with others is just as important to us as the services we deliver. We seek to govern our business in a responsible and ethical way to support the vital role we play in a global marketplace.

Recent investments in new initiatives that demonstrate our commitment to these priorities include:

• our transition to a new human resources information technology system, Workday, which we expect will provide greater resources to employees and people leaders;

• our completion of a pilot project to analyze fuel efficiency at our New Plymouth, New Zealand site;

• our white paper on SAF and an SAF advisory group, convened to explore options to meet our customers’ needs;

• our partnership with an OEM of autonomous medium-lift logistics vehicles, a lower emissions vertical lift aircraft; and

• our launch of The Women’s Network to provide support, mentoring and professional development to our staff and to encourage women in our local communities to pursue a career in aviation where only 6% of helicopter pilots are female.

Human Capital Resources

As of June 30, 2023, we employed 2,532 employees, including 696 pilots, 593 aircraft maintenance personnel and 426 medical support staff.

Creating a diverse, talented and inclusive workplace is central to our culture, employee engagement, safety program and operational excellence. Our workforce is critical in allowing us to perform and deliver on our commitments each and every day. Our approach to human capital management is an important factor in our ability to attract and retain highly qualified employees, particularly those with requisite skills in the areas of flight operations, aircraft maintenance and medical disciplines. Most importantly, our culture empowers every individual at all levels to stand-up, speak out and take action with regards to safety.

We depend on our workforce to successfully execute our strategy, and we recognize the importance of creating a workplace in which our people feel valued. We take a broad view of human capital management that begins with offering a compelling culture and includes programs and processes necessary for ensuring we have an engaged workforce with the skills to meet our business needs. We promote inclusion and diversity throughout the Company to bring a range of thoughts, experiences and points of view to our problem-solving and decision-making processes.

Our compensation program is linked to long and short-term strategic financial and operational objectives, including safety metrics. Compensation includes competitive base salaries in the markets in which we operate and competitive benefits, including retirement plans, opportunities for annual bonuses and, for eligible employees, long-term incentives.

The actions of our workforce define us as an organization. Anchored by our strong leadership team and driven by our core values, we continue to invest in strengthening the support structure that provides our employees the best opportunities to be successful in their daily tasks. We develop and retain our employees with the skills and capabilities to support the company’s growth and innovation. We offer our employees discipline-specific tools and resources and support development opportunities through our apprenticeships and robust training at all levels of the organization.

Safety Program

Protecting the health and safety of all employees is part of our core values. We believe our strong safety culture has contributed to our position as an industry-leader in flight safety and operations for our passengers and

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employees. We consistently seek to deliver high standards of flight services with safety always being our paramount concern.

Our culture is built on a strong foundation of aiming to deliver high standards of operational and safety practices and processes. Our use of a formal safety management system is heavily focused on improving the interaction of people, processes and technology to create a process-based accountability system that cultivates and supports an organizational culture committed to safety and its continuous improvements.

Union Representation

Certain of our employees are represented by unions and/or covered by collective bargaining agreements. Our domestic pilot workforce is represented by the OPEIU although we and the union do not currently have an agreed-upon collective bargaining agreement. Currently, we are operating under a previous agreement with OPEIU that has expired. Approximately 200 of our Australian pilots and ground staff are represented by three unions with multiple collective bargaining agreements which expired or expire on August 31, 2022, January 19, 2024, December 31, 2025, December 31, 2025, January 19, 2026, December 15, 2026 and February 8, 2027. With respect to the one agreement that expired in August 2022, it remains in operation, until replaced or canceled. It is not being re-negotiated due to the discontinuation of the customer contract to which it related. We are also a party to one additional agreement covering a limited number of our New Zealand pilots, which expires on June 1, 2024.

Governmental Regulation

Our operations and the operations of most of our customers are heavily regulated under various international, federal, state and local laws and regulations. See the section titled “Risk Factors—Risks Related to Regulatory Matters.”

Environmental, Health and Safety Matters

We are subject to stringent foreign, federal, state and local environmental, health and safety laws and regulations that limit the discharge of pollutants into the environment and establish standards for the transportation, treatment, storage, recycling, and disposal of toxic and hazardous wastes such as the federal Comprehensive Environmental Response, Compensation, and Liability Act, also referred to as the Superfund Law, and the Federal Resource Conservation and Recovery Act, as well as analogous state laws. Our business, including the operation and maintenance of helicopters, requires that we use, store, transport and dispose of materials that are subject to federal and state environmental, health and safety laws and regulations, which carries inherent risks of incurring significant environmental costs and liabilities, including joint and several strict liability, due to, among other things, our transportation or handling of petroleum products and other materials that may be classified as “hazardous substances,” “hazardous wastes,” or other types of regulated materials; our air emissions and wastewater discharges, and our historical operations and waste disposal practices. Our air medical operations are governed by various federal and state laws and regulations concerning the transportation and disposal of medical wastes. We periodically conduct environmental site surveys at certain of our facilities and determine whether there is a need for environmental remediation based on these surveys. See “Risks Related to Regulatory Matters” in the section titled “Risk Factors” and Note 19, Commitments and Contingencies, in the notes to our consolidated financial statements included elsewhere in this prospectus.

Aviation Regulation

Our domestic aviation operations are regulated primarily under the Aviation Act. Under this act, we cannot operate certain aircraft domestically for hire unless we receive an operating certificate from the FAA and DOT. The FAA and DOT comprehensively regulate our domestic flight operations and exercise broad jurisdiction over our personnel, aircraft, maintenance operations, ground facilities and certain other aspects of our operations,

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including the authority to impose flight moratoriums. The FAA/DOT has also imposed separate safety rules applicable to helicopter air ambulance services. Domestic aircraft accidents are subject to the jurisdiction of the National Transportation Safety Board. Standards relating to the workplace health and safety of our domestic employees are created and monitored through OSHA. The radio communications networks that we maintain to communicate with our pilots are subject to regulation by the Federal Communications Commission.

Foreign flight operations are governed by the local aviation authority. The laws of most countries require the operator of aircraft to obtain an operating license and limit foreign ownership of aviation companies. To comply with these requirements, we have from time to time formed joint ventures, cooperated with one or more local partners or entered into other alternative arrangements. In addition, foreign flight operations are often subject to U.S. Export Administration Regulations, which apply to the physical export and import of aircraft to and from the United States. Failure to make appropriate customs filings can result in forfeiture and/or civil penalties levied by the CBP, FAA or other U.S. government agencies.

Our overseas operations are subject to a variety of U.S. laws and regulations, including (i) the International Traffic in Arms Regulations, which govern the export and import of defense-related products and services, and (ii) FCPA, which generally prohibits us and our intermediaries from making certain payments to foreign officials for the purpose of obtaining or retaining business. Various other countries have adopted similar anti-corruption laws which could, depending on their terms, apply to our overseas operations.

We and our customers are also subject to various foreign, federal, state and local environmental laws and regulations. Government moratoriums, restrictions or regulatory changes that adversely impact the operations of our key customers could materially reduce the demand for our services as discussed in greater detail above.

Healthcare Fraud and Abuse Laws

Our air medical operations are also subject to healthcare-related laws and regulations that govern the manner in which we provide and bill for our air medical services, our contractual relationships with our vendors and customers, our marketing activities and other aspects of our air medical operations. Of particular importance are:

• The federal Anti-Kickback Statute, which prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid. In this context, “remuneration” has been broadly interpreted to mean anything of value, including, for example, gifts, discounts, credit arrangement and in-kind goods or services, as well as cash. Certain federal courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is to induce referrals. In addition, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation. The Anti-Kickback Statute is broad and prohibits many arrangements and practices that are lawful in businesses outside of the healthcare industry.

• The federal physician self-referral law, also known as the Stark Law, which, subject to limited exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain designated health services if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such designated health services.

• The False Claims Act, which imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid. The False Claims Act also imposes liability on any person or entity who, among other things, knowingly and improperly presents,

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or causes to be presented, a false or fraudulent claim in order to avoid paying money owed to the government, which may also be called a “reverse false claim,” including the failure of a provider to return an overpayment to the government. There are many potential bases for liability under the False Claims Act. The government has used the False Claims Act to prosecute Medicare and other government healthcare program fraud such as coding errors, billing for services not provided, and providing care that is not medically necessary or that is substandard in quality. In addition, the government may assert that a claim including items or services resulting from a violation of the AKS or Stark Law constitutes a false or fraudulent claim for purposes of the False Claims Act. The False Claims Act allows a private individual to bring “qui tam” actions on behalf of the federal government alleging that the defendant has submitted a false claim to the federal government, and to share in any monetary recovery. In recent years, the number of suits brought by private individuals pursuant to the False Claims Act has increased dramatically.

• The Civil Monetary Penalties Law, which prohibits, among other things, an individual or entity from offering remuneration to a federal healthcare program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive healthcare items or services from a particular provider. We may also be subject to civil monetary penalties and other sanctions under the statute if we hire or contract with any individuals or entities That are or become excluded from government healthcare programs, for the provision of items or services for which payment may be made under such programs.

• The criminal healthcare fraud provisions of HIPAA and related rules that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation.

• Similar state law provisions pertaining to anti-kickback, self-referral and false claims issues, some of which may apply to items or services reimbursed by any payor, including patients and commercial insurers.

• Laws that regulate debt collection practices.

• Federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered.

Violation of any of these laws or any other governmental regulations that apply may result in enforcement actions and significant penalties, including, without limitation, administrative, civil and criminal penalties, fines, damages, disgorgement, the curtailment or restructuring of operations, integrity oversight and reporting obligations to resolve allegations of noncompliance, exclusion or suspension from participation in federal and state healthcare programs, including the Medicare and Medicaid programs, and imprisonment.

Healthcare Reform

Historically, when we provided services as an “out-of-network” provider to a patient insured by a commercial insurance plan, we would generally bill the patient for the difference between what the insurer paid and the provider’s billed charges, a practice known as “balance billing.” For emergency services, this practice can result in a “surprise bill,” a medical bill that arises when an insured patient receives care from an out-of-network emergency care provider resulting in costs not expected by the patient.

In December 2020, in connection with the Consolidated Appropriations Act, Congress enacted the NSA, which is intended to prevent or limit “surprise billing” in certain circumstances through a suite of legislative and regulatory reforms that went into effect in January 2022. Under the NSA, patients are protected from unexpected or “surprise” medical bills that could arise from out-of-network emergency care provided at an out-of-network facility or at

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in-network facilities by out-of-network providers and out-of-network nonemergency care provided at in-network facilities without the patient’s informed consent. Effective January 1, 2022, patients are only required to pay the in-network cost-sharing amount, which will be determined through an established regulatory formula and counts towards the patient’s health plan deductible and out-of-pocket cost-sharing limits. Providers are generally not permitted to balance bill patients beyond this cost-sharing amount unless the provider gives the patient notice of the provider’s out-of-network status and delivers to the patient or their health plan an estimate of charges within certain specified timeframes, and obtains the patient’s written consent prior to the delivery of care. The NSA also requires rate disputes between payors and out-of-network providers to be resolved through an IDR process whereby a certified IDR entity reviews disputes that cannot be resolved through direct negotiation between the provider and the payor. The payors must make direct payments to such providers in amounts that comply with the NSA. The law applies to emergency and non-emergency services provided by out-of-network air ambulance providers, but not ground ambulance providers, and requires a federal advisory committee to study the issue of ground ambulance balance billing and subsequently recommend options to protect patients from “surprise bills.”

The NSA also requires providers to send an insured patient’s health plan a good faith estimate of expected charges, including billing and diagnostic codes, prior to when the patient is scheduled to receive the item or service. HHS is deferring enforcement of this requirement until it issues additional regulations. The NSA also requires providers to provide a good faith estimate of expected charges to uninsured or self-pay individuals in connection with scheduled items or services, in advance of the date of the scheduled item or service or upon request of the individual. HHS is delaying enforcement with regard to good faith estimates that do not include expected charges for co-providers or co-facilities until the agency issues additional regulations. If the actual charges to an uninsured or self-pay patient are substantially higher than the estimate or the provider furnishes an item or service that was not included in the good faith estimate, the patient may invoke a patient-provider dispute resolution process established by regulation to challenge the higher amount. For services for which balance billing is prohibited, even when no balance billing occurs, the NSA includes provisions that may limit the amounts received by out-of-network providers from health plans.

On July 13, 2021 and October 7, 2021, HHS and other governmental entities including the Departments of Labor and the Treasury, issued interim final rules with request for comments, to implement provisions of the NSA. The interim final rules provided that in resolving disputes between providers and payors related to amounts owed for out-of-network services, the IDR entity must begin with the presumption that the payor’s median contracted rate for the same or similar service in an area (the QPA) is the appropriate out-of-network rate for the service at issue. The interim final rules directed IDR entities to select the offer closest to the QPA unless there is credible evidence that clearly demonstrated the QPA is materially different from the appropriate out-of-network rate. To the extent credible information is submitted, the IDR entity must consider quality and outcomes measurements of the provider of air ambulance services, patient acuity, the complexity of providing the services, the level of training, experience, and quality of medical personnel furnishing the air ambulance services, the ambulance vehicle type and clinical capability level of the vehicle, the population density of the point of pick-up, and any good faith efforts of both parties to enter into network agreements.

There have been several lawsuits challenging the interim final rules and subsequent final rule. By way of example, on October 28, 2021, the Texas Medical Association and a provider filed the first of several lawsuits challenging certain elements of the interim final rules in U.S. District Court for the Eastern District of Texas. On February 23, 2022, a district judge in the Eastern District of Texas invalidated portions of the rule governing aspects of IDR process for non-air ambulance services, including the presumption in favor of the QPA. On April 27, 2022, Lifenet, Inc. challenged similar elements of the interim final rules applying to air ambulance providers in U.S. District Court for the Eastern District of Texas, and on July 26, 2022, the District Court issued a memorandum opinion and order vacating this language. In light of the District Court’s opinions and orders, the government issued a final rule on August 19, 2022 replacing the presumption in favor of the QPA with a requirement that the IDR entity consider the QPA for the applicable year, along with additional credible information when choosing between two competing offers. On September 22, 2022, the Texas Medical Association filed a lawsuit challenging the revised IDR process provided in the final rule and alleging that the final rule unlawfully elevates the QPA above other factors the IDR entity must

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consider. Following a February 6, 2023 court decision that vacated the revised IDR process for determining payment for out-of-network services under the NSA, on February 10, 2023, CMS instructed certified IDR entities to hold all payment determinations until further guidance was issued by the departments of HHS, Labor and Treasury and to recall any payment determinations issued after February 6, 2023. On April 6, 2023, the departments of HHS, Labor and Treasury appealed the February 6, 2023 lower district court decision. Lifenet, the Texas Medical Association, the Association of Air Medical Services and other plaintiffs have several other challenges to the implementation of the NSA outstanding. In addition, a number of providers, including air ambulance providers, have brought claims against IDR entities and commercial insurance plans challenging, among other claims, their compliance with the NSA and various court orders. As of March 17, 2023, the departments of HHS, Labor and Treasury completed the required updates and certified IDR entities have resumed processing all payment determinations. On August 3, 2023, the U.S. District Court for the Eastern District of Texas vacated certain regulations and guidance issued by HHS, Labor and Treasury related to “batch” requirements and the administrative fee. In response, HHS again temporarily suspended the IDR process, although certified IDR entities may proceed with determinations for single and bundled disputes submitted on or before August 3, 2023. The outcome of these and other legal and legislative efforts to challenge or modify the interim final rules and the conduct of one or more commercial insurance plans and IDR entities are uncertain and the likelihood of success is difficult to predict. Moreover, departments of HHS, Labor and Treasury also intend to issue additional rules and guidance. The VA has also recently published a final rule that goes into effect on February 16, 2024 to revise the payment methodology for beneficiary travel by ambulance, including air ambulance, and other special modes of transportation. Additionally, many states have passed similar legislation, which may complicate litigation and compliance efforts, particularly in light of preemption challenges under the Airline Deregulation Act. Providers that violate these surprise billing prohibitions may also be subject to state enforcement actions, fines, penalties or other adverse resolution.

In addition to addressing balance billing, the NSA contains transparency obligations that require providers of air ambulance services to submit certain data to HHS, including data on transportation and medical costs, air ambulance bases and aircraft, the nature and number of air ambulance transports, payor data, and information about claims denials. Additionally, the NSA requires insurance plans to report information about claims data for air ambulance services and requires HHS, along with DOT, to produce a comprehensive, publicly available report on air ambulance services. On September 10, 2021, HHS and other government agencies issued a proposed rule regarding the data collection requirements from providers of air ambulance services and from insurance plans. That proposed rule requires that insurance plans and providers of air ambulance services submit data for each air ambulance claim and transport for the two years covered by the reporting requirements in the NSA. The data will include specific elements outlined in the law, as well as additional data elements necessary for HHS, along with DOT, to develop a comprehensive public report on air ambulance services. The proposed rule also establishes a process to investigate complaints and to impose civil money penalties if a provider of air ambulance services fails to submit any required data.

Data Privacy and Security Laws

Numerous state, federal and foreign laws, regulations and standards govern the collection, use, access to, confidentiality and security of health-related and other personal information, and could apply now or in the future to our operations or the operations of our partners. In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws and consumer protection laws and regulations govern the collection, use, disclosure, and protection of health-related and other personal information. In addition, certain foreign laws govern the privacy and security of personal data, including health-related data. Privacy and security laws, regulations and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

Legal Proceedings

From time to time, the Company is involved in various legal actions incidental to its business, including actions relating to employee claims, medical malpractice claims, tax issues, grievance hearings before labor

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regulatory agencies, and miscellaneous third-party tort actions. The outcome of these proceedings is not predictable. However, based on current circumstances, we do not believe that the ultimate resolution of its presently pending proceedings, after considering available defenses and any insurance coverage or indemnification rights, will have a material impact on its financial position, results of operations or cash flows. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Chapter 11 Bankruptcy

In March 2019, as a result of the pending maturity of the senior unsecured notes due March 2019 issued by our predecessor, and to strengthen its balance sheet, our predecessor and its four principal U.S. subsidiaries filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Northern District of Texas seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) and requested joint administration of their Chapter 11 Cases. From March to September 2019, during the pendency of the Chapter 11 Cases, our predecessor operated our businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and applicable orders of the Bankruptcy Court. In August 2019, our predecessor filed a modified third amended plan of reorganization, which was approved by the Bankruptcy Court on August 29, 2019, and, on September 4, 2019, became effective.

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MANAGEMENT AND THE BOARD OF DIRECTORS

The following table sets forth certain information regarding our directors and executive officers as of the date of this prospectus.

Name	Age		Position
Scott McCarty		50	Chief Executive Officer, and Chairman of the Board
Jason Whitley		54	Chief Financial Officer
James Hinch		50	Chief Operating Officer, PHI Americas
Paul Julander		48	Chief Operating Officer, PHI Health
Mark Leighton		52	Chief Revenue and Administrative Officer, PHI Health
Juan Lessmann		49	Director
Patrick Carey Lowe		64	Director
Mandi Noss		42	Director
Robert Tamburrino		67	Director

Our Executive Officers

Scott McCarty—Mr. McCarty has served as the Chairman of our board of directors since September 2019 and as our Chief Executive Officer since November 2019. Mr. McCarty has been the partner managing the private equity and distressed investment groups of Q Investments, an affiliate of which is a greater than 5% stockholder, since at least 2019. Previously, Mr. McCarty was a portfolio manager for the firm. Before joining Q Investments in 2002, Mr. McCarty was a captain in the United States Army. Mr. McCarty previously served as a Director of Vantage Drilling International, Travelport Limited, Gulfmark Offshore, Jones Energy and Exide Technologies. Mr. McCarty graduated with a B.S. from the United States Military Academy at West Point, where he was a Distinguished Cadet and recipient of the General Lee Donne Olvey Award and earned an Masters of Business Administration from Harvard Business School.

Mr. McCarty’s experience and depth of knowledge of the energy industry allow him to bring significant and invaluable contributions to our board of directors’ collective knowledge regarding not only our business, but that of our customers as well. Mr. McCarty’s investment experience also provides important insight regarding finance, strategic transactions and the public markets. Mr. McCarty’s service as Chief Executive Officer has also created a direct, more open channel of communication between the board and senior management.

Jason Whitley—Mr. Whitley has served as our Chief Financial Officer since June 2020. Mr. Whitley has a broad and diverse background as a financial executive with over 30 years of global industry experience. Prior to joining the Company, from January 2019 to June 2020, Mr. Whitley served as Vice President of Finance for Arcosa, a provider of infrastructure-related products and solutions, leading the finance organization for the Energy Equipment segment. Prior to Arcosa, Mr. Whitley spent 12 years in multiple senior finance positions at Siemens and Dresser-Rand, most recently serving as Chief Financial Officer Compression Services at Siemens from April 2016 to December 2018. Mr. Whitley began his career in finance at Procter and Gamble and later at Motorola. Mr. Whitley holds both a Bachelor of Business Administration in Finance and International Business as well as a Master of Business Administration from the University of Texas at Austin.

James Hinch—Mr. Hinch has served as Chief Operating Officer and Director, PHI Americas since December 2019, Chief Administrative Officer, PHI Corporate since March 2020, Manager and Vice President, PHI Helipass since March 2020, Vice President and Chief Operating Officer, PHI Aviation since March 2020, Vice President, PHI Tech Services since March 2020 and Chief Administrative Officer and Chief Compliance Officer of the Company, including the predecessor, since February 2017 and at the time of its bankruptcy in 2019. As Chief Operating Officer, PHI Americas he is responsible for leading the PHI Americas segment, holds the position of Accountable Manager and has accountability for the P&L of the business. As the Chief Administrative Officer of PHI Group, Inc., Mr. Hinch is responsible for overseeing technical services, information technology and PHI Helipass. Prior to joining the Company, Mr. Hinch had a more than 20-year career in global oil and gas organizations, including serving as Integration Leader—Subsea from August 2016 to

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February 2017 and Global HR Director, Subsea Services Business Unit from February 2014 to August 2016 for TechnipFMC (FMC Technologies), a global oil and gas company. Mr. Hinch has a diverse background leading human resources, compliance, business start-ups, transformations, re-organizations, operations, strategy, and business integrations. Within the oil and gas space, he has worked in many segments including offshore construction, subsea diving, subsea services, subsea manufacturing, subsea technology, marine, crewing & logistics and aviation. He has extensive experience working in multiple regions of the world to include the United States, Europe, Asia, Latin America and South America. Mr. Hinch is a graduate of McNeese State University where he earned a bachelor’s degree in Marketing.

Paul Julander—Mr. Julander has served as Chief Operating Officer, PHI Health since April 2019. Prior to assuming this role, Mr. Julander served as the Company’s Vice President Ambulance Operations from March 2017 to April 2019. Mr. Julander served as Division President of PHI Air Medical from 2012 to 2017. Mr. Julander has nearly 20 years of experience in the air ambulatory services industry with leadership roles in domestic and other international operations. Mr. Julander began his more than 30 year career as a firefighter/paramedic and served as an elected board member of the Arizona Ambulance Association from 2007 to 2010 and an elected board member of the Association of Air Medical Services, Arizona from 2006 to 2008.

Mark Leighton—Mr. Leighton has served as Chief Revenue and Administrative Officer and as a member of the board of directors of PHI Health since May 2023, President of PHI Cares since October 2022 and as a member of the board of directors of Yellow & Black Foundation since May 2023. Prior to joining the Company, Mr. Leighton served as Chief Operating Officer of Medical Guardian LLC, a personal emergency response systems provider, from May 2017 to January 2022, and served as President from January 2022 to September 2022. Prior to Medical Guardian, Mr. Leighton served as Chief Executive Officer of Connect America LLC, a private medical alarm company, from June 2009 to September 2015. Mr. Leighton has over 30 years of leadership experience, 15 of which have focused on the healthcare industry.

Our Directors

Juan Lessmann—Mr. Lessmann has served as a member of our board of directors since October 2023. Mr. Lessmann has worked in the energy industry for more than 25 years in numerous operations, project, planning, commercial, and executive leadership positions around the globe. Currently Mr. Lessmann is a Project Director for Equinor (formerly Statoil), a global energy company, a position he has held since June 2023. Before joining Equinor, Mr. Lessmann worked 24 years for ExxonMobil, a multinational oil and gas company, in multiple international assignments in the oil and gas sector. Most recently, Mr. Lessmann served as President and General manager for ExxonMobil Brazil, position he held from December 2020 until May 2022. Prior to this role, Mr. Lessmann was the Project Executive responsible for offshore developments in Brazil, a position he assumed in March 2018. From 2013 to 2018, he served as Executive Planning Manager for XTO energy, an ExxonMobil subsidiary. Mr. Lessmann received his bachelor’s degree in Chemical Engineering from Metropolitan University in Venezuela.

Mr. Lessmann has deep and broad global experience in the energy sector around leadership, operational excellence, risk management, cost optimization, business strategy development, investment stewardship, and low carbon solution areas, and will bring a global and insightful perspective to the board of directors regarding the near- and long-term strategies in the oil and gas industry. Mr. Lessmann also has significant industry-relevant international business experience, which will provide meaningful contribution regarding the Company’s international operations.

Patrick Carey Lowe—Mr. Lowe has served as a member of our board of directors since December 2019. Mr. Lowe is a 40-year veteran of the oil and gas industry. He previously served at Valaris plc (formerly Ensco), an offshore drilling contractor, as Executive Vice President and Chief Operating Officer from April 2019 to December 2019. He served as Ensco’s Executive Vice President and Chief Operating Officer from December 2015 to April 2019. Mr. Lowe provided consulting services to Valaris from January 2020 until April 2020. Prior to becoming Executive Vice President and Chief Operating Officer of Ensco he served in other positions with Ensco, including Executive Vice President for Investor Relations, Strategy and Human Resources, Senior Vice

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President of the company’s Eastern Hemisphere, Senior Vice President of Engineering, Capital Projects and Health Safety and the Environment. Valaris filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in August 2020. Prior to joining Ensco, Mr. Lowe spent nearly 30 years in operational, engineering, human resources and general management positions in the oil and gas industry. This included General Manager and Hemisphere Manager positions at Occidental Petroleum in Qatar and Latin America. Mr. Lowe began his career with Sedco, a U.S. drilling contractor, which later became Sedco Forex under Schlumberger’s ownership. He also held positions within Schlumberger Oilfield Services. Mr. Lowe currently serves as a director of Diamond Offshore Drilling, Inc., a public offshore drilling company. Throughout his career Mr. Lowe worked in Europe, Africa, Asia Pacific, the Middle East and North and South America. Mr. Lowe received a B.S. in Civil Engineering from Tulane University.

Mr. Lowe’s extensive, 40-year experience in the oil and gas industry, in both domestic and foreign markets, provides vital industry experience to the board’s collective knowledge. Mr. Lowe’s management experience also provide strong leadership skills and valuable insight regarding how to effectively oversee management the Company’s operations.

Mandi Noss—Ms. Noss has served as a member of our board of directors since October 2023. Ms. Noss is the Chief Financial Officer of Q Investments, an affiliate of which is a greater than 5% stockholder of the Company, a position she has held since August 2022, and Director of Operations of Texas Exchange Bank, an affiliate of Q Investments, a position she has held since September 2022. Ms. Noss is also a partner of Q Investments. Ms. Noss has held various other roles within the Q Investments and its affiliates, including as the Compliance Officer of Texas Exchange Bank from December 2020 to September 2022, the Chief Financial Officer of an SEC-regulated affiliate of Q Investments from June 2014 to May 2019, and Head of the Financial Control Group at Q Investments from January 2010 to June 2014, where her key responsibilities included overseeing the firm’s monthly financial closing process and annual financial statement audit processes. She has also held various roles within the firm’s strategic and tax planning groups. Ms. Noss graduated magna cum laude from Texas A&M University with a BBA in Finance and subsequently, with a MS in Finance in 2003.

Ms. Noss’s significant experience in executive management oversight, private equity and transactional matters will provide significant value to the board of directors, particularly with respect to capital markets and other financing matters. Ms. Noss also has substantial expertise regarding financial and accounting matters, developed over her more than 20-year career in relevant roles, including as a Chief Financial Officer. Her experience as a Chief Compliance Officer will also provide invaluable insight regarding reporting matters.

Robert Tamburrino—Mr. Tamburrino has served as a member of our board of directors since September 2019. Mr. Tamburrino recently served on the boards of directors of Tidewater, Inc. and as a director and chair of the finance committee for the board of directors of Basset Health Care Network. He has served on the boards of directors of the Singer Company and Alloy Die Casting. Mr. Tamburrino was as an Operating Partner for affiliates of Q Investments, an affiliate of which is a greater than 5% stockholder of the Company, from 2006 through 2016 and served as the Chief Restructuring Officer and member of the Office of Chief Executive at Vantage Drilling International in 2016, the Chairman of the Board and Chief Executive Officer of Environmental Systems Products and Key 3 Casting. Since 2016, Mr. Tamburrino has served in advisory and consulting roles in the energy sector. He previously served as the Chief Financial Officer of Milgard Manufacturing, a Masco company, Chief Financial Officer and Chief Operating Officer at Werner Holding Co. and financial roles for Usinor subsidiaries from 1991 through 1998. He held financial and Chief Executive Officer positions with Rome Cable Corp. from 1984 to 1990, was employed by KPMG Peat Marwick from 1978 to 1984 and became a certified public accountant. Mr. Tamburrino received a Bachelor of Science in Accounting and Finance from Clarkson University in 1977 and a Master of Business Administration from Columbia University in 1998.

Mr. Tamburrino has considerable depth of experience in the energy industry, from which a significant amount of our revenues are derived. Mr. Tamburrino also has meaningful experience in the healthcare industry and the area of restructuring and brings to the board a perspective that was invaluable while managing operations

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following our emergence from bankruptcy in September 2019. Mr. Tamburrino’s background also brings a significant level of financial and accounting expertise to the board developed at the highest levels during his career.

Board of Directors

Our certificate of incorporation provides that our board of directors will consist of such number of directors as is designated by our bylaws, and our bylaws provide that our board of directors will consist of such number of directors not exceeding 15 and as fixed from time to time by resolution of the board. Our bylaws requires that at least two-thirds of our board of directors and each committee thereof be a U.S. Citizen.

Director Independence

Upon the completion of this offering, our common stock will be listed on the NYSE. Under the rules of the NYSE, independent directors must comprise a majority of a listed company’s board of directors within a specified period of the completion of this offering. In addition, the rules of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of the NYSE, a director will only qualify as an “independent director” if, the board determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

The board has affirmatively determined that the following directors are independent within the meaning of the listing standards of the NYSE: Messrs. Juan Lessman, Carey Lowe and Robert Tamburrino. In making this determination, the board determined that none of these directors had a material or other disqualifying relationship with the Company.

We intend to utilize certain transition periods under SEC and NYSE rules available to newly public companies regarding certain director independence requirements, including the requirements that a company have a majority of independent directors on its board and have an audit committee, compensation committee and nominating committee comprised solely of independent directors. These transition rules provide, among other things, that a newly public company: (i) has one year from listing to satisfy the majority independent board requirement, (ii) must have one independent member on each of its compensation committee and nominating committee by the earlier of the date the initial public offering closes or five business days from the listing date, at least a majority of independent members on these committees within 90 days of the listing date and fully independent committees within one year of the listing date; and (iii) must have at least one independent member on its audit committee that satisfies the requirements of Exchange Act Rule 10A-3 by the listing date, at least a majority of independent members within 90 days of the effective date of its registration statement and a fully independent committee within one year of the effective date of its registration statement. Upon the listing of our common stock, three of the five members of our board of directors will be independent and each of the audit committee, compensation committee and nominating and corporate governance committee will have one member who is not independent. We intend to fully comply with the independence requirements within the applicable transition periods specified in the SEC and NYSE rules.

Committees of the Board of Directors

We currently have an Audit Committee and a Compensation Committee and, before the completion of this offering, our board of directors will establish a nominating and corporate governance committee. Each of these committees will operate pursuant to a charter that will be adopted by our board of directors. Upon the closing of this offering, the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act, SEC rules and regulations and the rules of the NYSE.

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Audit Committee

The primary responsibilities of our audit committee will be to oversee the accounting and financial reporting processes of our company as well as our subsidiary companies and to oversee the internal and external audit processes. The audit committee will also assist the board of directors in fulfilling its oversight responsibilities by reviewing the financial information provided to stockholders and others and the system of internal controls established by management and the board of directors. The audit committee will oversee the independent auditors, including their independence and objectivity. The audit committee will be empowered to retain independent legal counsel and other advisors as it deems necessary or appropriate to assist it in fulfilling its responsibilities and to approve the fees and other retention terms of the advisors.

The audit committee is composed of three members, Messrs. Robert Tamburrino, Carey Lowe and Juan Lessmann, with Mr. Tamburrino serving as chair. Our board of directors has determined that each of Messrs. Tamburrino, Lowe and Lessmann is independent, as defined under and required by the federal securities laws and NYSE rules. Our board of directors has determined that    qualifies as an audit committee financial expert under the federal securities laws and that each member of the audit committee has the financial sophistication required under the NYSE rules. The rules of the SEC and the NYSE require us to have a fully independent audit committee within one year of the date of the effectiveness of the registration statement of which this prospectus is a part.

Compensation Committee

The primary responsibilities of our compensation committee will be, among other things, to periodically review and approve the compensation and other benefits for executive officers and to review and recommend to our board of directors for approval the form and amount of compensation for our independent directors. This will include reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers in light of those goals and objectives and setting compensation for these officers based on those evaluations. Our compensation committee will also administer and have discretionary authority over the issuance of equity awards under our equity incentive plan.

The compensation committee may delegate authority to review and approve the compensation of our non-executive employees to certain of our executive officers, including with respect to awards made under our equity incentive plans, subject to applicable law.

The compensation committee is composed of three members, Messrs. Carey Lowe, Scott McCarty and Robert Tamburrino, with Mr. Lowe serving as chair. Our board of directors has determined that each of Messrs. Lowe and Tamburrino is independent, as defined under NYSE rules. The rules of the NYSE require us to have a fully independent compensation committee within one year of the date of the listing of our common stock.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will oversee all aspects of our corporate governance functions. The committee will make recommendations to our board of directors regarding director candidates and assist our board of directors in determining the composition of our board of directors and its committees. The nominating and corporate governance committee is composed of three members, Ms. Mandi Noss and Messrs. Juan Lessmann and Robert Tamburrino, with Ms. Noss serving as chair. Our board of directors has determined that each of Messrs. Lessmann and Tamburrino is independent, as defined under NYSE rules. The rules of the NYSE require us to have a fully independent nominating and corporate governance committee within one year of the date of the listing of our common stock.

Compensation Committee Interlocks and Insider Participation

Our compensation committee is composed of Messrs. Tamburrino, Lowe and McCarty. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board

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of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors. For a description of the transactions between us and entities affiliated with Mr. McCarty, see the transactions described in the section titled “Certain Relationships and Related Party Transactions.”

Director Compensation

See the section titled “Executive Compensation—Director Compensation” for a discussion of the compensation we paid to our directors in 2022 and what we expect to pay following completion of this offering.

Code of Conduct and Ethics

Our board of directors will adopt a code of conduct and ethics that establishes the standards of ethical conduct applicable to all directors, officers and employees of our company. The code will address, among other things, conflicts of interest, compliance with disclosure controls and procedures and internal control over financial reporting, corporate opportunities and confidentiality requirements. To the extent required under the NYSE listing rules and SEC rules, we intend to disclose future amendments to certain provisions of this code of conduct and ethics, or waivers of such provisions, applicable to any of our executive officers or directors on our website at www.phihelico.com. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part, and the inclusion of our website address in this prospectus is an inactive textual reference only.

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EXECUTIVE COMPENSATION

Director Compensation

In 2022, we compensated our directors with a combination of cash and equity, with such equity awards being subject to the terms and conditions of the Existing Stock Plan.

Cash Compensation

With the exception of Allen Li, who ceased serving as a member of our board in January 2022, in 2022, all directors received a $47,500 annual cash retainer, as well as the following additional annual cash fee for their board committee service:

	Chair		Member
Audit Committee	$	16,000	$	8,000
Compensation Committee	$	10,000	$	5,000

In addition, the chairman of the board received an additional $25,000 annual cash retainer, and Mr. Tamburrino received an additional $60,000 for his service as chairman of the board of one of our subsidiaries. Effective January 1, 2023, the annual cash retainer was increased from $47,500 to $60,000. Each annual cash retainer and additional annual fee is paid quarterly in advance on a prorated basis. We have reimbursed and will continue to reimburse directors for their reasonable out-of-pocket expenses, including travel, food, and lodging, incurred in attending board and/or committee meetings.

Equity Compensation

We awarded each director who commenced service prior to 2022 an initial equity grant of restricted stock units, or RSUs, with respect to a number of shares of our common stock having a target grant date fair value of $481,594. The equity awards vest in equal quarterly installments over the three year period following the date of grant, subject to the director’s continued service through each such date, provided that the vested RSUs are only eligible for settlement within 60 days of the first to occur of a change in control (as defined in the Existing Stock Plan), or the seventh anniversary of the date of grant. All eligible directors received this grant in 2019, other than Mr. Lowe who received the initial grant in 2020 in connection with his appointment to the board. In 2022, in connection with his appointment to the board, we awarded Mr. Ofer an initial equity grant of RSUs with respect to a number of shares of our common stock having a target grant date fair value of $108,776. Mr. Ofer’s initial RSUs vested in three installments and became fully vested in October 2022, provided that the vested RSUs are only eligible for settlement within 60 days of the first to occur of a change in control, Mr. Ofer’s termination of service, or the third anniversary of the date of grant. In 2022, we did not grant the directors any other equity awards except with respect to Mr. Tamburrino, who received an RSU award with respect to a number of shares of our common stock having a target grant date fair value of $92,080 in connection with his service on the board of one of our subsidiaries. Such RSU award vested in four installments and became fully vested in October 2022, provided that the vested RSUs are only eligible for settlement within 60 days of the first to occur of a change in control, Mr. Tamburrino’s termination of service, or the third anniversary of the date of grant. This offering is not expected to constitute a change in control with respect to these RSUs or any other awards outstanding under the Existing Stock Plan, and it is expected that the directors’ vested RSUs will settle in accordance with their original settlement schedules described above. In connection with the terminations of service from our board of Messrs. Davis and Ofer on October 3, 2023, 18,294 and 24,192 of their vested RSUs, respectively, became eligible for settlement and the underlying shares will be issued no later than December 2, 2023.

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Fiscal Year 2022 Outside Director Compensation Table

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Eugene Davis		63,500		—		63,500
Allen Li		—		—		—
Carey Lowe		52,500		—		52,500
Abraham Ofer		55,500		108,776		164,276
Robert Tamburrino		117,500		92,080		209,580

⁽¹⁾  Amounts shown in this column represent the aggregate grant date fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of stock awards granted during the year, determined by multiplying the fair value of our common stock on the date of grant by the number of shares granted. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 12, Stock-based Compensation, in the notes to our consolidated financial statements included elsewhere in this prospectus. These amounts may not correspond to the actual value eventually realized by the director because the value depends on the market value of our common stock at the time the award vests and is settled. As of December 31, 2022, the directors listed in the table held the following equity awards: Mr. Davis held no unvested RSUs and 42,320 vested RSUs, Mr. Lowe held no unvested RSUs and 39,164 vested RSUs, Mr. Ofer held no unvested RSUs and 9,844 vested RSUs, and Mr. Tamburrino held no unvested RSUs and 50,653 vested RSUs. Mr. Li +did not hold any equity awards as of December 31, 2022; all restricted stock units issued in respect of Mr. Li’s services as a director were issued to an affiliate of Oaktree Capital Management, which, as of December 31, 2022, consisted of 38,374 vested RSUs.

The compensation received by Scott McCarty for his services to us in 2022 as our chief executive officer and chairman of our board is presented in the 2022 Summary Compensation Table below.

Indemnification Agreements

Our bylaws and certificate of incorporation require us to indemnify these individuals to the fullest extent permitted by applicable law. In addition, we provide our officers and directors with coverage under our directors’ and officers’ liability insurance policy and expect that we will enter into indemnification agreements with each of our directors and executive officers prior to the completion of this offering that provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service on our behalf or on the board.

Executive Compensation

Our named executive officers, or NEOs, for 2022, which consist of our principal executive officer and the next two most highly-compensated executive officers, are:

• Scott McCarty, Chief Executive Officer, or CEO, and Chairman of our board;

• Keith Mullett, Former Managing Director, PHI Aviation; and

• James Hinch, Chief Administrative Officer of Parent and Chief Operating Officer, PHI Americas.

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2022 Summary Compensation Table

The following table summarizes the compensation awarded to, earned by, or paid to our NEOs for 2022 and 2021.

Name and Principal Position	Year		Salary ($)			Bonus ($)			Stock Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)			Total ($)
Scott McCarty(3)		2022		152,500	(4)		—			5,938,750	(5)		—		113	(6)		6,091,363
CEO and Chairman of the Board		2021		120,932	(4)		—			53,127			—		13			174,072
Keith Mullett(10)		2022		596,317	(7)		500,000	(7)		—			570,000		377,122	(8)		2,043,439
Former Managing Director, PHI Aviation		2021		513,388			50,000			—			487,500		271,902			1,322,790
James Hinch		2022		375,032			400,000	(9)		—			390,250		9,957	(6)		1,175,239
Chief Administrative Officer of Parent and Chief Operating Officer, PHI Americas		2021		330,000			—			—			330,000		9,501			669,501

⁽¹⁾  Amounts shown in this column represent the aggregate grant date fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of stock awards granted during the applicable year, determined by multiplying the fair value of our common stock on the date of grant by the number of shares granted. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 12, Stock-based Compensation , in the notes to our consolidated financial statements included elsewhere in this prospectus. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock at the time the award vests and is settled, and, in the case of performance-based RSUs, the actual number of shares of common stock that vest and are settled, if any.

⁽²⁾  Represents the value of non-equity incentive plan amounts earned for the respective fiscal year. See “Incentive Compensation-Annual Incentive” below.

⁽³⁾  In 2022, we paid an affiliate of Q Investments directly in the form of fully vested shares of common stock for Mr. McCarty’s service as our Chief Executive Officer. The amount shown in the “Stock Awards” column for 2022 reflects the value of the shares issued to such affiliate for this purpose. For 2021 and 2022, we also paid the cash fees for Mr. McCarty’s services as chairman of our board directly to the affiliate of Q Investments, which cash fees are reflected in the “Salary” column for 2021 and 2022.

⁽⁴⁾  $77,500 and $66,701 of the amounts reported for 2022 and 2021, respectively, represent the annual cash retainers paid to an affiliate of Q Investments for Mr. McCarty’s services as chairman of our board and as a director. The remainder reported for each year represents Mr. McCarty’s base salary. See “Employment Agreements” below.

⁽⁵⁾  In 2022, we issued 500,000 fully vested shares of our common stock having an aggregate grant date fair value equal to $5,938,750 to an affiliate of Q Investments for Mr. McCarty’s service as our CEO. See “Employment Agreements” below.

⁽⁶⁾ Represents the value of life insurance premiums paid by the Company and, for Mr. Hinch, 401(k) matching contributions paid by the Company.

⁽⁷⁾  Mr. Mullett’s 2022 annual salary (USD $572,252) and signing bonus (USD $500,000) were determined in U.S. dollars and paid to Mr. Mullett in New Zealand dollars. Mr. Mullett’s 2022 salary also includes the value of New Zealand annual leave payments (USD $24,065). Such amount was paid to Mr. Mullett in New Zealand dollars and translated into U.S. dollars based on the exchange rate of 0.6342 as of December 31, 2022, or the Applicable Exchange Rate.

⁽⁸⁾  Represents the value of contributions made to a New Zealand controlled scheme in Mr. Mullett’s name (USD $46,515). This amount was paid on Mr. Mullett’s behalf in New Zealand dollars and translated into U.S. dollars based on the Applicable Exchange Rate. Also includes a tax equalization payment of USD $330,607 to cover taxes paid on Mr. Mullett’s behalf for state and federal taxes in the United States.

⁽⁹⁾  Represents a signing bonus earned by Mr. Hinch. See “Employment Agreements” below.

⁽¹⁰⁾  Mr. Mullett left the Company in August 2023.

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Outstanding Equity Awards at 2022 Fiscal-Year End

The following table sets forth information regarding outstanding equity awards at the end of 2022 for each of our NEOs.

Name	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares that have not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares that have not Vested ($)
Scott McCarty		—		—		—			—
Keith Mullett		—		—		—			—
		—		—		105,745	(1)		1,168,482
James Hinch		—		—		—			—
		—		—		74,022	(1)		817,943

⁽¹⁾  A portion of these performance-based RSUs, up to 100%, will vest, if at all, upon a change in control of the Company in which the total enterprise value of the Company equals at least $731.3 million. Additionally, in the event that a qualifying initial public offering occurs prior to a change in control, one-third of these performance-based RSUs will be eligible to vest upon the earlier of the six-month anniversary of such qualifying initial public offering or the expiration of any lock-up period (such date, as applicable, the “Milestone Date”). See “Incentive Compensation-Equity Incentive-Performance-Based RSUs” below.

Employment Agreements

Scott McCarty. In April 2021, we entered into an employment agreement with Mr. McCarty pursuant to which he receives an annual base salary of $75,000 in respect of his services as Chief Executive Officer and is eligible to participate in our employee benefit plans. As described in footnotes 3, 4 and 5 to the Summary Compensation Table, we also compensated an affiliate of Q Investments, a firm in which Mr. McCarty is a Partner and which, as of June 30, 2023, was the beneficial owner of approximately 51.4% of our common stock, for Mr. McCarty’s services as Chief Executive Officer and as chairman of our board and as a director. In 2023, our compensation committee recommended, and our board approved, annual compensation of $6,000,000 for Mr. McCarty’s services in 2023. For the first half of the year, 5 Essex, LLC, a greater than 5% stockholder and an affiliate of Q Investments, and Mr. McCarty each received $750,000 in cash ($1,500,000 in total) and a number of fully vested shares of common stock with a grant date fair value equal to $750,000 ($1,500,000 in total), and, subject to its normal diligence and fiduciary responsibilities, for the second half of 2023, our board intends to seek approval of additional cash payments and stock grants with each totaling $1,500,000 ($3,000,000 in total) to be awarded to 5 Essex, LLC and Mr. McCarty, with the allocation between them to be determined at the end of the year.

Keith Mullett. Mr. Mullett left the Company in August 2023. Pursuant to the terms of Mr. Mullett’s compensation agreement entered into in 2022, Mr. Mullett was entitled to an annual base salary of $600,000 and annual incentive compensation targeted at 100% of his base salary through May 1, 2025 (each increased $84,500 compared to the amounts previously in effect). In connection with entry into the compensation agreement, Mr. Mullett also received a signing bonus equal to $500,000 and certain of the vesting targets related to Mr. Mullett’s performance-based RSUs were adjusted. Pursuant to this compensation agreement, because Mr. Mullett’s employment was voluntarily terminated by him prior to May 1, 2025, Mr. Mullett was required to repay the salary and annual incentive compensation target increases summarized above as well as the value of the signing bonus and Mr. Mullett’s performance-based RSUs reverted to their original vesting terms. Mr. Mullett was eligible to participate in certain of our employee benefit plans, including the Existing Stock Plan, subject to the terms of those plans. Mr. Mullett did not become eligible for any severance benefits in connection with his termination of employment.

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James Hinch. Mr. Hinch’s employment agreement was initially for a term ending on December 31, 2022, provided that the term automatically renewed, and continues to renew annually thereafter, for successive one-year periods unless either party provides the other with at least 60 days’ prior notice of an intent not to renew. Mr. Hinch and the Company also entered into a compensation agreement in 2022, pursuant to which Mr. Hinch is entitled to an annual base salary of $400,000 and annual incentive compensation targeted at 100% of his base salary through May 1, 2025 (each increased $70,000 compared to the amounts previously in effect). In connection with entry into the compensation agreement, Mr. Hinch also received a signing bonus equal to $400,000 and certain of the vesting targets related to Mr. Hinch’s performance-based RSUs were adjusted. Pursuant to this compensation agreement, if Mr. Hinch’s employment (i) is voluntarily terminated by him prior to May 1, 2025 or by the Company for cause or (ii) is terminated by him on or after May 1, 2025 and he gives less than 60 days’ notice, (any such termination, together, a “Forfeiture Termination”), Mr. Hinch will be required to repay the salary and annual incentive compensation target increases summarized above as well as the value of the signing bonus and Mr. Hinch’s performance-based RSUs will revert to their original vesting terms. Mr. Hinch is eligible to participate in certain of our employee benefit plans, including the Existing Stock Plan, subject to the terms of those plans. The Company and Mr. Hinch may terminate the employment relationship upon 30 days’ prior notice (subject to the provisions set forth in the compensation agreement). Under Mr. Hinch’s employment agreement with the Company, if the Company terminates Mr. Hinch’s employment without cause (as defined in his employment agreement) or decides not to renew the agreement, or if Mr. Hinch terminates his employment with good reason (as defined in his employment agreement), Mr. Hinch will be entitled to receive, subject to his execution of a release agreement in favor of the Company, (i) any earned but unpaid annual bonus with respect to the calendar year prior to the year in which the termination occurs, (ii) the sum of (x) Mr. Hinch’s base salary plus (y) the lesser of (A) Mr. Hinch’s target bonus for the year of termination or (B) the average of the annual bonuses paid to Mr. Hinch in respect of the three calendar years prior to the year of termination (provided that the calculation of the average bonus over the three-year period will only take into account any annual cash bonuses paid in respect of calendar year 2020 and beyond), (iii) a pro-rated annual bonus for the year of termination based on actual performance for the year in which termination occurs and (iv) reimbursement of the employer-portion of health insurance premiums paid by Mr. Hinch under COBRA for up to 12 months (or, if earlier, until Mr. Hinch is eligible to participate in another employer’s health insurance scheme). If Mr. Hinch’s employment terminates due to his death or disability, he will be entitled to receive the amounts described in clauses (i) and (iii) above. In the event any amounts payable to Mr. Hinch would constitute a “parachute payment” within the meaning of Section 280G of the Code, and such payments would be subject to the excise tax imposed by Section 4999 of the Code, then such payments will be reduced to such lesser amount that would result in no portion of such payments being subject to the excise tax.

Incentive Compensation

Annual Incentive

During 2022, Messrs. Mullet and Hinch were eligible to receive an annual incentive bonus determined as a percentage of base salary based upon the achievement of pre-established performance goals, which for 2022 included corporate performance goals related to EBITDA, total recordable incident rate, leading indicators, and accident results goals related to PHI Aviation (which represents our PHI Americas and PHI International segments), weighted 70%, 5%, 5% and 20%, respectively, provided that Mr. Mullett’s goals were based on total PHI Aviation and Mr. Hinch’s goals related solely to the PHI America’s segment. For 2022, the target award opportunities for Messrs. Mullett and Hinch were 100% of base salary. Following the end of fiscal year 2022, our compensation committee evaluated performance and determined that the achievement level for total PHI Aviation was 95% and for the PHI America’s segment was 100%, and determined to pay the bonuses set forth in the Non-Equity Incentive Plan Compensation column of the 2022 Summary Compensation Table above.

Equity Incentive

We maintain the Existing Stock Plan pursuant to which we grant RSU awards to eligible participants. In 2022, none of our NEOs received any equity incentive awards. In 2020, Messrs. Mullett and Hinch each received

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an award of time-based RSUs (45,319 and 31,724, respectively) and performance-based RSUs (105,745 and 74,022, respectively). Mr. McCarty received a grant of 44,769 and 4,472 time-based RSUs in 2019 and 2021, respectively.

Time-Based RSUs. The time-based RSUs granted to Messrs. Mullett and Hinch in 2020 became fully vested in 2022. Upon a termination of service for any reason, all vested time-based RSUs will be forfeited; provided, however, that if termination is by the Company without cause, including due to death or disability, or voluntarily by the grantee with or without good reason (each as defined in the Existing Stock Plan and/or applicable award agreement), in each case following the 18 month anniversary of the grant date, the grantee will retain all previously vested time-based RSUs. Vested time-based RSUs are only eligible for settlement within 60 days of the first to occur of a change in control or the tenth anniversary of the date of grant. Because Mr. Mullett remained employed beyond the 18 month anniversary of the date of grant, he retained his vested time-based RSUs.

The time-based RSUs granted to Mr. McCarty in 2019 and 2021 became fully vested in 2022. Upon a termination of service for any reason, all of the vested time-based RSUs will be forfeited; provided, however, that if termination is voluntary by Mr. McCarty or by the Company without cause, including due to death or disability, Mr. McCarty will retain all vested time-based RSUs. The vested time-based RSUs granted in 2019 are only eligible for settlement within 60 days of the first to occur of a change in control or the seventh anniversary of the date of grant and the vested time-based RSUs granted in 2021 are only eligible for settlement within 60 days of the first to occur of a change in control, a separation from service or the third anniversary of the date of grant.

Performance-Based RSUs. The performance-based RSUs granted to Messrs. Mullett and Hinch will be eligible to vest upon a change in control that occurs within ten years of the date of grant subject to the Company’s achievement of a “total enterprise value,” or “TEV” in connection with such change in control of at least $731.3 million. The chart below shows the percentage of performance-based RSUs that will vest based on the total enterprise value of the Company as adjusted pursuant to Messrs. Mullett’s and Hinch’s compensation agreements. Achievement between the levels set forth below will be determined by linear interpolation.

Total Enterprise Value (TEV) Multiple	Vesting Percentage
TEV less than $731.3 Million		0	%
TEV Equals $731.1 Million		10	%
TEV Equals $800.0 Million		50	%
TEV Equals $1,050.0 Million		75	%
TEV Equals or Exceeds $1,300.0 Million		100	%

The chart below shows the percentage of performance-based RSUs that would vest based on the total enterprise value of the Company if Messrs. Mullett and/or Hinch were to experience a Forfeiture Termination as described for each under “Employment Agreements” above. Achievement between the levels set forth below would be determined by linear interpolation.

Total Enterprise Value (TEV) Multiple	Vesting Percentage
TEV less than $731.3 Million		0	%
TEV Equals $731.1 Million		10	%
TEV Equals $975.0 Million		25	%
TEV Equals $1,462.5 Million		50	%
TEV Equals or Exceeds $1,950.0 Million		100	%

Notwithstanding the foregoing, if a qualifying initial public offering occurs prior to a change in control, one-third of the performance-based RSUs (the “IPO RSUs”) will be eligible to vest upon the Milestone Date, subject to continued service through the date thereof. If the grantee’s continuous service with the Company terminates prior to the applicable Milestone Date, the IPO RSUs will be forfeited for no consideration.

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If the grantee’s termination of employment is by the Company without cause, including due to death or disability, or by the grantee for good reason (each as defined in the Existing Stock Plan and/or applicable award agreement), in each case, following the 18 month anniversary of the grant date, a pro-rata portion of the unvested and outstanding performance-based RSUs, determined based upon the number of days employed between the date of grant and the date of termination, will remain eligible to vest upon a change in control that occurs within the six month period following the termination of service. Any performance-based RSUs that become vested in accordance with a change in control will be settled within 60 days following the change in control and any performance-based RSUs that become vested in accordance with a qualifying initial public offering will be settled within 30 days following the applicable Milestone Date. This offering is not expected to constitute a change in control with respect to these awards or any other awards outstanding under the Existing Stock Plan, but it is expected to constitute a qualifying initial public offering, and it is expected that vested RSUs will settle in accordance with the settlement schedules described above. In connection with Mr. Mullett’s termination, all of his performance-based RSUs, including the IPO RSUs, were forfeited.

Post-Employment Compensation and Change in Control Payments and Benefits

Other than as described above pursuant to the terms of the compensation agreements, employment agreements and the RSU grants, or pursuant to broad-based retirement plans generally available to all full-time employees, there are no arrangements or agreements providing for post-employment compensation or change in control payments to or benefits for our NEOs.

Employee Benefit Plans

Management Incentive Plan

We currently maintain the Existing Stock Plan, the PHI Group, Inc. Management Incentive Plan, pursuant to which we have granted equity awards to our NEOs, our directors and certain of our other employees, including the awards of RSUs described above. Set forth below is a description of the Existing Stock Plan.

Purpose. The Existing Stock Plan is intended to further align the interests of participants with those of our stockholders by providing incentive compensation opportunities tied to the performance of our common stock and by promoting increased ownership of our common stock by such individuals. The Existing Stock Plan is also intended to advance the interests of the Company and our stockholders by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of our business is largely dependent.

Eligibility. Awards may be granted to employees, including officers, non-employee directors, and consultants of the Company and its subsidiaries. Only our employees and those of our subsidiaries are eligible to receive incentive stock options.

Types of Awards. The Existing Stock Plan provides for the grant of incentive stock options within the meaning of Section 422 of the Tax Code, non-statutory stock options, restricted stock awards, RSUs and other stock awards.

Authorized Shares. Subject to adjustment for certain dilutive or related events, the maximum number of shares of our common stock that may be issued pursuant to stock awards under the Existing Stock Plan is 3,206,250 shares of common stock and the aggregate maximum number of shares of common stock that may be granted with respect to incentive stock options is 3,000,000. Any shares of common stock covered by an award granted under the Existing Stock Plan will not be counted unless and until they are actually issued and delivered to a participant and, therefore, the total number of shares of common stock available under the Existing Stock Plan as of a given date will not be reduced by shares of common stock relating to prior awards that (in whole or in part) have expired or been forfeited or canceled, and upon payment in cash of the benefit provided by any award, any shares of common stock that were covered by such award will be available for issuance under the Existing Stock Plan. For avoidance of doubt, the following shares of common stock will again be available for

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delivery to participants under the Existing Stock Plan: (a) shares of common stock not issued or delivered as a result of the “net exercise” of an outstanding stock option, (b) shares of common stock that are tendered to or withheld by the Company to satisfy the exercise price or applicable tax withholding related to an award, (c) shares of common stock repurchased by the Company using proceeds realized by the Company in connection with a participant’s exercise of a stock option, and (d) shares of common stock purchased by participants for fair market value.

Plan Administration. The compensation committee or such other board committee has the authority to administer the Existing Stock Plan, including such powers and authority as may be necessary or appropriate for the administrator to carry out its functions as described in the Existing Stock Plan or with respect to the administration of the Existing Stock Plan. Subject to the provisions of the Existing Stock Plan, the committee may delegate certain provisions relating to administration of the Existing Stock Plan to one or more officers. All interpretations, determinations and actions by the administrator shall be final, conclusive and binding upon all parties.

Stock Options. A stock option may be granted as an incentive stock option or a nonqualified stock option. The option exercise price may not be less than the fair market value of the stock subject to the option on the date the option is granted. Options will not be exercisable after the expiration of ten years from the date of grant. Each award agreement will set forth the number of shares subject to each option. The purchase price of any shares acquired pursuant to an option may be payable in cash or by cash equivalent acceptable to the administrator, or to the extent permitted by the committee in its discretion, in shares of common stock valued at the fair market value of such shares on the date of exercise, or by reduction in the number of shares of common stock otherwise deliverable upon exercise of such stock option with a fair market value equal to the aggregate exercise price of such stock option at the time of exercise. The committee may, in its discretion, permit payment of the purchase price through a combination of any of the foregoing methods or any other method as set forth in an award agreement. The vesting schedule applicable to any option, including any performance conditions, will be as set forth in the award agreement, which may allow for acceleration upon the occurrence of a change in control. An incentive stock option shall by its terms be nontransferable other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of a participant only by such participant. Treatment of stock options following a participant’s termination of service are as set forth in an award agreement.

Restricted Stock and RSUs. Restricted shares are awards of shares, the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment) and terms as the committee deems appropriate. RSUs are an award denominated in units under which the issuance of shares (or cash payment in lieu thereof) is subject to such conditions (including continued employment) and terms as the committee deems appropriate. Each award document evidencing a grant of restricted stock or RSUs will set forth the terms and conditions of each award, including vesting and forfeiture provisions, transferability and, if applicable, right to receive dividends or dividend equivalents.

Other Awards. The Existing Stock Plan permits the grant of other forms of stock awards valued in whole or in part by reference to, or otherwise based on, our common stock. Subject to the provisions of the Existing Stock Plan, the committee has the sole and complete authority to determine the persons to whom and the times at which such other awards may be granted and other provisions related thereto.

Certain Adjustments. In the event of any change in the capitalization of the Company, the committee will appropriately and proportionately adjust: (a) the number and kind of shares or units subject to awards under the Existing Stock Plan, (b) the number and kind of shares of common stock or other rights subject to then outstanding awards (including, without limitation, providing for the cancellation of the awards in exchange for a cash payment or awarding cash payments to holders of such awards), (c) the exercise price or purchase price for each share or other right subject to then outstanding awards, and (d) any other terms of an award that are affected by the event or change as determined by the committee.

Change in Control. In the event of a change in control or similar corporate event or a change in capital structure of the Company, the committee shall have the power to (i) accelerate the vesting and exercisability of any award under the Existing Stock Plan, (ii) provide that outstanding awards will either continue in effect, be

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assumed or an equivalent award will be substituted therefor by the successor corporation or a parent corporation or subsidiary corporation, or (iii) cancel, effective immediately prior to the occurrence of such event, stock options, RSU awards (including each dividend equivalent right related thereto), restricted stock awards, and/or other awards granted under the Existing Stock Plan outstanding immediately prior to such event (whether or not then vested or exercisable) and, in full consideration of such cancellation, pay to the holder of such award a cash payment in an amount equal to the excess, if any, of the fair market value (as of a date specified by the committee) of the shares of common stock subject to such award over the aggregate exercise price of such award (it being understood that, in such event, any stock option or other award having a per share exercise price equal to, or in excess of, the fair market value of a share subject to such stock option or other award may be cancelled and terminated without any payment or consideration therefor). In the event of a change in control or similar corporate event or a change in capital structure, any awards that vest or become payable as a result of or in connection with the applicable event or circumstances may be subject to the same terms and conditions applicable to the proceeds realized by the Company or its stockholders in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the committee in its sole discretion, subject in all cases to compliance with Section 409A of the Tax Code.

Termination and Amendment. No awards will be granted after the tenth anniversary of the date the board adopted the Existing Stock Plan. No awards may be granted under the Existing Stock Plan while it is suspended or after it is terminated. The board may from time to time and in any respect, amend, modify, suspend or terminate the Existing Stock Plan or any award or award agreement thereunder. Notwithstanding the foregoing, no amendment, modification, suspension or termination shall materially and adversely affect any award theretofore granted without the consent of the participant or the permitted transferee of the award. Notwithstanding the foregoing, any action of the board or the committee that in any way alters or affects the tax treatment of any award or that the board determines is necessary to prevent an award from being subject to tax under Section 409A of the Tax Code shall not be considered to materially or adversely affect any award. Notwithstanding the foregoing, if an amendment to the Existing Stock Plan must be approved by our stockholders in order to comply with applicable law or the rules of the securities exchange on which the shares of our common stock are traded or quoted, such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained.

401(k) Plan

We offer our eligible employees, including the NEOs based in the United States, the opportunity to participate in a tax-qualified 401(k) plan. Employees can contribute a portion of their eligible earnings up to the Internal Revenue Service’s annual limits on a before-tax basis, which is generally $22,500 for 2023. We provide a match of 50% of the first 6% contributed with an opportunity for up to an additional 3% match based on performance targets set annually by its board, which for 2022 required the Company to achieve certain EBITDA targets. The matches provided to our NEOs in 2022 are reflected in the “All Other Compensation” column of the 2022 Summary Compensation Table above. The matching funds are 100% vested after the completion of five years of service.

Other Retirement Benefits

We maintain a non-qualified deferred compensation plan for certain senior management, including the NEOs. The plan was suspended effective January 1, 2021. We do not maintain any defined benefit pension plans. The Company makes contributions to a New Zealand controlled scheme in Mr. Mullett’s name. Such contributions are made directly to the government, who then distribute to chosen schemes selected by Mr. Mullett, provided, however, that he cannot access such funds until age 65. The contributions made to the scheme in Mr. Mullett’s name are reflected in the “All Other Compensation” column of the 2022 Summary Compensation Table above.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with regard to the beneficial ownership of our common stock as of June 30, 2023 (the “Table Date”) for (i) each person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all current directors and executive officers as a group. Percentages of common stock owned are based on 24,130,912 shares outstanding as of the Table Date.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days, including shares of restricted stock and shares issuable upon exercise or settlement of warrants, stock options, restricted stock units and other equity awards that are exercisable or have vested, as applicable, or will become exercisable or will vest, as applicable, within 60 days of the Table Date. These shares for which a person has the right to acquire within 60 days, however, are not deemed outstanding for the purposes of computing the ownership percentage of any other person. Because all equity awards issued to our officers and directors include double-trigger vesting, no such awards become fully vested unless and until there is a change in control as defined in the Existing Stock Plan or, in certain cases, until the later of the six-month anniversary of a qualifying initial public offering or the expiration of any applicable lock-up period, and, therefore, the shares underlying such awards are not treated as beneficially owned by the holders thereof under the foregoing rules. This offering is not expected to constitute a change in control with respect to any outstanding awards but it is expected to constitute a qualifying initial public offering with respect to certain performance-based RSUs. See the section titled “Executive Compensation—Incentive Compensation-Equity Incentive-Performance-Based RSUs.”

While the 5% stockholders identified below are expected to sign lock-up agreements, as described in the section titled “Underwriting”, a significant portion of our existing common stock will not be subject to the “lock-up” agreements that govern the sale of shares held by our largest stockholders. We anticipate that approximately   % of our outstanding shares of common stock following the completion of this offering will not be subject to the lock-up agreements described in the section titled “Underwriting.”

Except as otherwise indicated in the footnotes to the table and subject to applicable community property laws, we believe that each person identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the such person.

	Shares of common stock beneficially owned prior to this offering					Shares of common stock beneficially owned after this offering assuming no exercise of underwriters’ option				Shares of common stock beneficially owned after this offering assuming full exercise of underwriters’ option
Name of Beneficial Owner	Shares of common stock		Percentage of Total Outstanding common stock (%)			Shares of common stock		Percentage of total outstanding common stock (%)		Shares of common stock		Percentage of total outstanding common stock (%)
5% Stockholders
Q Investments(1)		13,326,924		51.4	%
Oaktree Capital Management(2)		4,434,178		17.3	%
First Pacific Advisors(3)		4,386,233		18.2	%
Named Executive Officers and Directors
Scott McCarty(4)		—		—			—		—		—		—
James Hinch		—		—			—		—		—		—
Keith Mullett		—		—			—		—		—		—
Juan Lessmann		—		—			—		—		—		—
Carey Lowe		—		—			—		—		—		—
Mandi Noss		—		—			—		—		—		—
Robert Tamburrino		—		—			—		—		—		—
Directors and Executive Officers as a group (9 persons)		—		—			—		—		—		—

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^*  Represents beneficial ownership of less than 1% of our outstanding shares of common stock.

⁽¹⁾ Includes 11,511,806 shares of common stock, including the shares of common stock issued to 5 Essex, LLC in respect to Mr. McCarty’s service as our Chief Executive Officer as discussed in the section titled “Executive Compensation,” and 1,815,118 shares of common stock issuable upon exercise of Creditor Warrants. See the section titled “Executive Compensation.” The shares of common stock and warrants are held directly by 5 Essex, LLC which is controlled by its sole manager, Renegade Swish, LLC, which is controlled by, and indirectly wholly owned by, Geoffrey Raynor. 5 Essex, LLC and Renegade Swish, LLC are affiliates of Q Investments. The business address for Q Investments and its affiliates is 301 Commerce Street, Suite 3200; Fort Worth, TX 76102.

⁽²⁾ Includes 3,007,084 shares of common stock and 1,427,094 shares of common stock issuable upon exercise of Creditor Warrants. The shares of common stock and warrants are held directly by Opps Helicopter Holdings, L.P. The general partner of Opps Helicopter Holdings, L.P. is Opps Helicopter Holdings GP, LLC. The sole member of Opps Helicopter Holdings GP, LLC is Oaktree Fund GP IIIA, LLC. The managing member of Oaktree Fund GP IIIA, LLC is Oaktree Fund GP III, L.P. The general partner of Oaktree Fund GP III, L.P. is Oaktree AIF Investments, L.P. The general partner of Oaktree AIF Investments, L.P. is Oaktree AIF Investment GP, LLC. The sole member of Oaktree AIF Investment GP, LLC is Atlas OCM Holdings, LLC. Atlas OCM Holdings, LLC is managed by its eleven-member board of directors, which is currently comprised of Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, Sheldon M. Stone, Stephen J. Gilbert, Mansco Perry, Marna C. Whittington, Depelsha McGruder, Justin B. Beber and J. Bruce Flatt. Each of the general partners, managing members, sole members, and directors listed above expressly disclaims beneficial ownership of the common stock, warrants and shares of common stock issuable upon exercise of such warrants except to the extent of their respective pecuniary interest therein, if any. The address of Opps Helicopter Holdings, L.P. is c/o Oaktree Capital Management, L.P., 333 S. Grand Ave., 28th Floor, Los Angeles, CA 90071.

⁽³⁾ First Pacific Advisors, LP (“FPA”) acts as discretionary investment manager for certain funds and accounts (“FPA Funds and Accounts”) that control 4,386,233 shares of common stock. Mr. Abhijeet Patwardhan, a portfolio manager for FPA, has full investment discretion with respect to the FPA Funds and Accounts. FPA is a limited partnership which has a general partner, FPA GP, Inc., that is owned and controlled by J. Richard Atwood and Steven T. Romick. The business address for FPA and its affiliates is 11601 Wilshire Blvd., Suite 1200, Los Angeles, CA 90025.

⁽⁴⁾ Mr. McCarty is also a director.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements, including employment, termination of employment and change in control arrangements, with our directors and executive officers, including those discussed in the sections titled “Management” and “Executive Compensation,” the following is a description of certain relationships and transactions since January 1, 2020, involving our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them.

Registration Rights

We are party to a Registration Rights Agreement dated September 4, 2019 that we entered into with affiliates of Q Investments, Oaktree Capital Management and First Pacific Advisors, each a greater than 5% beneficial owner of our common stock, in their capacities as former unsecured creditors (the “Registration Rights Agreement”). The Registration Rights Agreement provides demand and piggyback registration rights to these parties with respect to the shares of common stock and shares of common stock issuable upon exercise of the warrants acquired thereby in connection with our emergence from bankruptcy as well as any shares of common stock or shares of common stock issuable upon the exercise of warrants acquired by any such party in the open market. We are obligated under the Registration Rights Agreement to pay all Company and holder expenses incurred in connection with registrations effected pursuant to the Registration Rights Agreement and the reasonable fees and expenses of one counsel for all holders participating in a given registration. These registration rights are described in greater detail in the section titled “Shares Eligible for Future Sale.”

Credit Agreements

In connection with the Company’s execution of the Revolving Credit & Term Loan Agreement with PNC Bank National Association (“PNC”) dated October 2, 2020, Texas Exchange Bank agreed with PNC to participate as a lender under the $35.0 million term loan facility under the credit agreement in the amount of $15.0 million. In connection with our execution on September 19, 2023 of both the Revolving Credit, Term Loan and Security Agreement among PNC and PHI Health, LLC and the Revolving Credit, Term Loan and Security Agreement among PNC and PHI Aviation, LLC, PHI Helipass, L.L.C. and PHI Tech Services, LLC, Texas Exchange Bank agreed with PNC to participate as a lender under each $20.0 million term loan in the amount of $3.75 million, or $7.5 million in total term loan commitments, and under each $60.0 million revolving credit facility in the amount of $11.25 million, or $22.5 million in total revolver commitments, resulting in an aggregate participation under these two credit agreements of $30.0 million. The majority shareholder of Texas Exchange Bank is a partner of Q Investments, an affiliate of which is a greater than 5% stockholder, and Mr. Scott McCarty, our Chief Executive Officer and Chairman of the Board, and Ms. Mandi Noss, a director nominee, are each a partner of Q Investments. Ms. Noss is also Director of Operations at Texas Exchange Bank and previously served as its Compliance Officer.

Texas Exchange Bank also has the right under the new credit agreements, and had the right under our prior credit agreement, following the occurrence of certain events such as the acceleration by the administrative agent of amounts due under the applicable credit agreement, the commencement of insolvency proceedings with respect to the borrowers, an event of default or any exercise by a lender of its remedies available upon an event of default under or breach of the applicable credit agreement by the borrowers, PNC resigning as administrative agent or PNC ceasing to fund advances, to acquire all (but no less than all) of PNC’s right, title and interest in and to the applicable term loan obligations, revolver commitments and loan documents for an aggregate amount equal to 100% of the amounts outstanding or payable by the borrowers under the applicable credit agreement. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments” and Note 10, Debt, in the notes to our consolidated financial statements included elsewhere in this prospectus.

Shares Issuances

In June 2020, December 2020, January 2022, May 2023 and July 2023 we issued 151,065, 305,882, 500,000, 487,079 and 62,500 shares of common stock, respectively, to 5 Essex, LLC in respect of Mr. McCarty’s

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services as our Chief Executive Officer. See the section titled “Executive Compensation.” We also issued 362,921 shares of common stock to 5 Essex, LLC in June 2023 in respect of other non-CEO services performed in 2022. 5 Essex, LLC, a greater than 5% stockholder, is an affiliate of Q Investments.

Service Agreement

In June 2023, the board of directors approved, retroactively effective January 1, 2023, a service agreement between us and Renegade Swish, LLC pursuant to which Renegade Swish, LLC provides certain business support services such as IT, financial analysis, legal, process and system improvement, recruiting and strategic analysis for an annual fee of $3.0 million. Renegade Swish, LLC is an affiliate of Q Investments, another affiliate of which is a greater than 5% stockholder.

Sublease Agreement

We are a party to a Sublease Agreement, dated September 25, 2023, with Renegade Swish, LLC, an affiliate of Q Investments, another affiliate of which is a greater than 5% stockholder, providing for the sublease of office space for approximately $95,000 per year. We have also agreed to reimburse Renegade Swish for certain improvements to the premises in an amount not to exceed $5,750 per month. We agreed to sublease the space for a minimum of 12 months, after which either party may terminate the sublease on 90 days prior written notice.

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DESCRIPTION OF OUR SECURITIES

The following is a summary of the material provisions of our capital stock, as well as other provisions of our certificate of incorporation and bylaws (as the bylaws will be amended and restated prior to the commencement of the offering). Information is also set forth below regarding warrants to purchase shares of common stock. Only our common stock is being registered in connection with our initial public offering.

Capital Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.001 per share. All outstanding shares of common stock are validly issued, fully paid and nonassessable, and no shares of preferred stock are outstanding. The summary of our capital stock below does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of our certificate of incorporation and our bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part.

Common Stock

Subject to the limitations discussed below with respect to shares held by persons who are not U.S. Citizens, the holders of our common stock are entitled to one vote per share on all matters properly submitted to a vote of stockholders and our certificate of incorporation does not provide for cumulative voting in the election of directors. Subject to preferences that may be applicable to any outstanding series of preferred stock, the holders of our common stock will receive ratably any dividends declared by our board of directors out of funds legally available for the payment of dividends. In the event of our liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in all assets remaining after payment of or provision for any liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. Our certification provides any beneficial owners of more than 5% of our outstanding shares of common stock with pre-emptive rights with respect to certain specified issuances of common stock. However, this pre-emptive right terminates automatically pursuant to the terms of the certificate of incorporation on the date our common stock is listed on a national securities exchange, which occur in connection with this offering. Thereafter, holders of our common stock will not have any pre-emptive rights.

Preferred Stock

Our certificate of incorporation provides that our board of directors has the authority, without further action by the stockholders, to issue up to 1,000,000 shares of preferred stock. Our board of directors is able to issue preferred stock in one or more series and determine the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preferences and sinking fund terms, any or all of which may be greater than the rights of our common stock and, in each case, subject to the limitations discussed below with respect to shares held by persons who are not U.S. Citizens.

Issuances of preferred stock could adversely affect the voting power of holders of our common stock and reduce the likelihood that holders of our common stock will receive dividend payments and payments upon liquidation. Any issuance of preferred stock could also have the effect of decreasing the market price of our common stock and could delay, deter or prevent a change in control of our company.

Foreign Ownership Restrictions

Our certificate of incorporation provides that, consistent with the requirements of the Aviation Act, any persons or entities who are not a U.S. Citizen, will not, individually or in the aggregate, beneficially own or control

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(a) more than one-tenth of one percent less than the percentage of our voting securities that may be beneficially owned or controlled by any such persons or entities without loss of our status as a U.S. Citizen, currently 24.9%, and (b) to enable us to comply with any requirement under the Aviation Act that we be a U.S. Citizen.

In furtherance of the foregoing restrictions, our certificate of incorporation provides for remedies applicable to stockholders that exceed the ownership limitation described above, including the suspension of voting rights and our right to redeem shares beneficially owned thereby, and to take such other actions as we deem necessary or desirable to ensure compliance with the foregoing ownership restrictions. Additionally, any warrant holder who cannot establish to the satisfaction of our board of directors that it is a U.S. Citizen will not be permitted to exercise its warrant(s) to the extent such exercise would cause the ownership of our voting securities to exceed the relevant cap, as discussed in greater detail below under “—Warrants.” Our certificate of incorporation further specifies that we may establish procedures and require stockholders to make certifications to us regarding citizenship and such other matters we determine to be reasonably necessary to confirm the citizenship of such stockholder. The determination of our board of directors with respect to these matters will be conclusive and binding as between the Company and any stockholder. See “Risks Related to Regulatory Matters” and “Risks Related to Provisions in the section titled “Risk Factors.”

Warrants

Pursuant to the Plan of Reorganization, upon emergence from bankruptcy in September 2019, we issued to certain parties, including certain unsecured creditors and equity holders at the time of our emergence from bankruptcy, warrants to purchase shares of our common stock. As a result, we issued Creditor Warrants to purchase an aggregate of 6,238,120 shares of common stock to certain unsecured creditors and warrants to purchase an aggregate of 1,687,650 shares of common stock to the pre-bankruptcy equityholders (the “Equityholder Warrants”). The Creditor Warrants have an exercise price of $0.001 per share of common stock and expire on September 4, 2044, except as noted otherwise below, and the Equityholder Warrants had an exercise price of $24.98 per share of common stock and expired on September 4, 2022. Any warrant exercise is subject to and limited by the same Aviation Act restrictions set forth in our certificate of incorporation and described above and any determination we make with respect to these matters is in our sole discretion.

The Creditor Warrants were originally issued to holders of certain claims who were not U.S. Citizens to ensure that, as required by the Plan of Reorganization, the aggregate percentage of the outstanding shares of our common stock owned by persons who were not U.S. Citizens on or after the effective date of the Plan of Reorganization did not exceed the maximum percentage permitted by FAA regulations. Any exercise of Creditor Warrants is subject to restrictions set forth in the creditor warrant agreement and our certificate of incorporation that limit ownership by non-U.S. Citizens to the Aviation Act foreign ownership limitations. Notwithstanding the expiration date of the Creditor Warrants, pursuant to the terms of the creditor warrant agreement, on the expiration date, prior to the expiration of any outstanding Creditor Warrants, each Creditor Warrant will automatically be deemed to be exercised in full by the holder, without requiring any action by the holders thereof so long as the shares of common stock deliverable upon and at the time of such automatic exercise will not constitute Excess Shares (as defined in our certificate of incorporation) upon issuance. To the extent we determine that any such automatic exercise would result in the issuance of Excess Shares, then in lieu of issuing shares of our common stock upon such automatic exercise that would otherwise be Excess Shares, we will be required to pay to the holders of such Creditor Warrants the consideration that would be payable under our certificate of incorporation if such Excess Shares were issued to the holders, and then immediately redeemed, on such date, as provided for in our certificate of incorporation. See “Risks Related to Regulatory Matters,” “Risks Related to the Ownership of Our Common Stock” and “Risks Related to Provisions in Our Charter Documents” in the section titled “Risk Factors” and “—Capital Stock—Foreign Ownership Restrictions” above.

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Provisions of Our Certificate of Incorporation and Bylaws and Delaware Law That May Have an Anti-Takeover Effect

Provisions of the DGCL and our certificate of incorporation and bylaws (as the bylaws will be amended and restated prior to the commencement of the offering) could make it more difficult to acquire our company by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of these provisions outweigh the disadvantages of discouraging certain takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms and enhance the ability of our board of directors to maximize stockholder value. However, these provisions may delay, deter or prevent a merger or acquisition of us that a stockholder might consider is in its own best interest, including those attempts that might result in a premium over the prevailing market price of our common stock.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals

Our bylaws provide that special meetings of the stockholders may be called only by or at the direction of the board of directors or the chairman of our board or at the request of one or more stockholders who own shares representing at least 20% of the voting power of all shares entitled to vote generally in the election of directors and who comply with specified procedural requirements in our bylaws. Our bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in control or management of our company.

Our bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as director. In order for any nomination or other business to be “properly brought” before a meeting, a stockholder will have to comply with such advance notice procedures and provide us with certain information. Our bylaws allow the chairman of the meeting to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if such rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of the Company.

Supermajority Voting for Amendments to Our Governing Documents

Our certificate of incorporation provides that the board of directors is expressly authorized to make, alter and repeal our bylaws, subject to the power of our stockholders to alter or repeal any bylaw, whether adopted by the stockholders or otherwise. The affirmative vote of at least 66²/₃% of the total voting power of all shares of our common stock and any other outstanding shares entitled to vote generally in the election of directors then outstanding, voting together as a single class, is required to amend, alter, change or repeal, or adopt any provision of our certificate of incorporation that is inconsistent with the provisions addressing the board’s foregoing right to make, alter and repeal bylaws and establishing such super majority voting standard.

Our amended and restated bylaws provide that the board is expressly authorized and empowered to amend and repeal bylaws and adopt new bylaws, subject to the power of our stockholders to adopt, amend or repeal any bylaws. The affirmative vote of the holders of a majority of the total voting power of the shares entitled to vote generally in the election of directors, voting together as a single class, is required for our stockholders to alter, amend or repeal, or adopt any provision inconsistent with, the provisions of our amended and restated bylaws.

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No Cumulative Voting

The DGCL provides that a stockholder’s right to vote cumulatively in the election of directors does not exist unless the certificate of incorporation specifically provides otherwise. Our certificate of incorporation does not provide for cumulative voting.

Removal of Directors; Vacancies

Our bylaws provide that directors may be removed with or without cause upon the affirmative vote of holders of a majority of the shares then entitled to vote at an election of directors. In addition, our bylaws provide that any newly created directorships and any vacancies on our board of directors may be filled by a majority of the directors then in office, even if less than a quorum.

Stockholder Action by Written Consent

The DGCL permits any action required to be taken at any annual or special meeting of the stockholders to be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock 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 of stock entitled to vote thereon were present and voted, unless the certificate of incorporation provides otherwise. Our certificate of incorporation presently permit stockholders to act by written consent as provided for under the DGCL. However, pursuant to the terms of our certificate of incorporation, following the listing of our common stock on a national securities exchange, which is expected to occur in connection with this offering, stockholders may only act by written consent if such consent is signed by all holders of the outstanding shares entitled to vote on such matter.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties. Our certificate of incorporation includes provisions that eliminate, to the extent allowable under the DGCL, the personal liability of directors for monetary damages for breaches of fiduciary duty as a director. Our certificate of incorporation also provides that we must indemnify and advance reasonable expenses to our officers and directors to the fullest extent authorized by the DGCL, subject to certain limitations. We are also expressly authorized to carry directors’ and officers’ insurance for our officers and directors as well as certain employees for certain liabilities.

The limitation of liability and indemnification provisions in our certificate of incorporation may discourage stockholders from bringing a lawsuit against officers and directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit our company and our stockholders. In addition, a stockholder’s investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

At present, there is no pending litigation or proceeding involving our directors or officers for whom indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Authorized but Unissued Shares

Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval. The DGCL does not require stockholder approval for any issuance of authorized shares. However, the rules of the NYSE require stockholder approval of certain issuances equal to or exceeding 20% of the then-outstanding voting power or the then-outstanding number of shares of common stock. No assurances can be given that our shares will remain so listed. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and

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employee benefit plans. As discussed above, our board of directors has the ability to issue preferred stock with voting rights or other preferences, without stockholder approval. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of our company by means of a proxy contest, tender offer, merger or otherwise.

Exclusive Forum Clause

Our certificate of incorporation provides that, unless we consent 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 Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action asserting a claim against the Company, its directors or employees arising pursuant to any provision of the DGCL or the certificate of incorporation or the bylaws, or (d) any action asserting a claim against the Company, 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). In addition, our bylaws further provide that, unless we, in writing, select or consent to the selection of an alternative forum, the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act, to the fullest extent permitted by law, shall be the federal district courts of the United States of America. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors or officers. This forum selection clause does not apply to claims asserted under the Exchange Act, but it does apply to claims arising under the Securities Act.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. While investors cannot waive compliance with the federal securities laws and rules and regulations thereunder and there is uncertainty as to whether a court would enforce such provision, the exclusive forum clause may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. See the section titled “Risk Factors.”

Corporate Opportunities

In recognition that certain partners, employees or other affiliates of entities that hold of our capital stock and are in the business of investing and reinvesting in other entities (each, a “Fund”) may serve as a member of our board of directors (each such person, a “Fund Director”), and that a Fund or Fund Director may acquire knowledge of a potential transaction, matter or opportunity that may be a corporate opportunity for both us and such Fund, our certificate of incorporation provides for the allocation of certain corporate opportunities between us and any Funds. Specifically, a corporate opportunity offered to any Fund Director will belong to the applicable Fund unless such opportunity was expressly offered to the Fund Director solely in his or her capacity as a member of our board of directors. Any Fund Director will, to the fullest extent permitted by law have fully satisfied and fulfilled his or her fiduciary duty to us and our stockholders with respect to any such corporate opportunity and we, to the fullest extent permitted by law, waive any claim that the opportunity constituted a corporate opportunity that should have been presented to us or any of our affiliates, so long as such Fund Director acts in good faith in a manner consistent with the foregoing policy.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. See “Risks Related to the Ownership of Our Common Stock” in the section titled “Risk Factors.”

Delaware Takeover Statute

Under our certificate of incorporation, we have opted out of the provisions of Section 203 of the DGCL regulating corporate takeovers. This section prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with a stockholder who owns 15% or more of our outstanding voting

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stock or an affiliate or associate of any such stockholder, in each case for three years following the date on which the stockholder became a 15% or greater stockholder.

Transfer Agent and Registrar

The Transfer Agent and Registrar for our common stock is American Stock Transfer and Trust Company.

Listing

We intend to apply to list our common stock on the NYSE under the symbol “ROTR.”

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SHARES ELIGIBLE FOR FUTURE SALE

There currently is no regular and liquid trading market for our common stock. Since our emergence from bankruptcy in September 2019, our common stock has been sporadically traded over-the-counter under the symbol “PHIG.” However, we have little to no visibility into this market or the transactions in our common stock. We intend to apply to list our common stock on the NYSE under the symbol “ROTR” in connection with the offering. As of June 30, 2023 we had an aggregate of 24,130,912 shares of common stock outstanding.

We cannot predict what effect, if any, sales of shares of our common stock from time to time or the availability of shares of our common stock for future sale may have on the market price of our common stock. Sales of substantial amounts of common stock, or the perception that such sales could occur, could adversely affect prevailing market prices for our common stock and could impair our future ability to raise capital through an offering of equity securities or otherwise. See the section titled “Risk Factors.”

Lock-Up Agreements

We, our officers and directors and certain holders of our outstanding shares of common stock immediately prior to this offering will be subject to lock-up agreements with the underwriters that will restrict the sale of shares of our common stock held by them for 180 days after the date of this prospectus, subject to certain exceptions, as described in the section titled “Underwriting.”

Resales of Securities

The shares of common stock sold in this offering as well as, subject to the limitations described below, the shares of common stock issued pursuant to the Plan of Reorganization are freely transferable, subject to the lock-up agreements described above where applicable.

Shares of Common Stock Issued in the Bankruptcy

Pursuant to Section 1145 of the Bankruptcy Code, except as noted below, the registration, issuance and distribution of our common stock pursuant to our Plan of Reorganization was exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any other applicable U.S. state or local law requiring registration prior to the registration, issuance, distribution or sale of securities. The shares of our common stock issued in reliance on Section 1145 of the Bankruptcy Code are not “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, and are freely tradable and transferable by any initial recipient thereof that (i) is not an “affiliate” of ours as defined in Rule 144(a)(1) under the Securities Act, (ii) has not been such an “affiliate” within 90 days of such transfer, and (iii) is not an entity that is an “underwriter” as defined in Section 1145(b) of the Bankruptcy Code.

Persons who can be considered our affiliates generally include individuals or entities that directly, or indirectly through one or more intermediaries, control, are controlled by, or are under common control with, us, as those terms are generally interpreted for federal securities law purposes, and may include certain of our officers and directors, as well as significant stockholders.

Section 1145(b)(1) of the Bankruptcy Code defines an “underwriter” as any person who:

• purchases a claim against, an interest in, or a claim for an administrative expense against the debtor, if that purchase is with a view to distributing any security received in exchange for such a claim or interest;

• offers to sell securities offered under a Plan of Reorganization for the holders of those securities;

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• offers to buy those securities from the holders of the securities, if the offer to buy is (i) with a view to distributing those securities; and (ii) under an agreement made in connection with the Plan of Reorganization, the completion of the Plan of Reorganization, or with the offer or sale of securities under the plan of reorganization; or

• is an issuer with respect to the securities, as the term “issuer” is defined in section 2(a)(11) of the Securities Act.

To the extent that persons who received common stock issued under our Plan of Reorganization that are exempt from registration under the Securities Act or other applicable law by Section 1145 of the Bankruptcy Code are deemed to be “underwriters,” resales by those persons would not be exempted from registration under the Securities Act or other applicable law by Section 1145 of the Bankruptcy Code and may only be sold pursuant to a registration statement or pursuant to exemption therefrom, such as the exemption provided by Rule 144 under the Securities Act.

Whether or not any particular person would be deemed an “affiliate” of ours or “underwriter” with respect to our common stock received pursuant to the Plan of Reorganization would depend upon various facts and circumstances applicable to that person. Accordingly, we express no view as to whether any particular person that received our common stock pursuant to our Plan of Reorganization will be deemed an “underwriter” with respect to such shares.

Restricted Securities

In general, under Rule 144, a person who is not our affiliate and has not been our affiliate at any time during the preceding three months will be entitled to sell any shares of our common stock beneficially owned thereby for at least one year without regard to the volume limitations summarized below. However, such non-affiliate need only have beneficially owned such shares to be sold for at least six months if we have been subject to the reporting requirements of the Exchange Act for at least 90 days at the time of such sale and there is adequate current public information about us available. In either case, a non-affiliate may include the holding period of any prior owner other than an affiliate of ours.

All outstanding shares of our common stock held by an affiliate or, as discussed above, an underwriter, are restricted securities, as defined in Rule 144. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration, including under Rule 144, which is summarized below. Certain of our stockholders may be considered affiliates, as that term is defined in Rule 144, and any shares held by affiliates may generally be sold only in compliance with the limitations described below.

Beginning 90 days after the date of this prospectus, our affiliates who have beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell within any three-month period a number of shares of common stock that does not exceed the greater of: (i) 1% of the number of shares of our common stock then-outstanding; and (ii) the average weekly trading volume in our common stock on the NYSE during the four calendar weeks preceding the date of filing of a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale. Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

As a result of the provisions of Rule 144, additional shares will be available for sale in the public market upon the expiration or, if earlier, the waiver of the lock-up periods provided for in the lock-up agreements described above and in the section titled “Underwriting,” subject, in some cases, to volume limitations.

Additional Registration Statements

We intend to file one or more registration statements under the Securities Act following the completion of this offering to register up to    shares of our common stock issued or reserved for issuance under the Existing

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Stock Plan. We also expect to file additional registration statements in the future to register shares that may be issuable under any equity incentive plans that may be implemented in the future. These registration statements are effective upon filing and shares covered by these registration statements are eligible for sale in the public market immediately after the effective dates of these registration statements, subject to any vesting restrictions and limitations on exercise under the applicable equity incentive plan, the lock-up agreements described above and in the section titled “Underwriting” and, with respect to affiliates, limitations under Rule 144.

Registration Rights

We entered into the Registration Rights Agreement with affiliates of Q Investments, Oaktree Capital Management and First Pacific Advisors in connection with our emergence from bankruptcy. The Registration Rights Agreement provides for the registration rights described below with respect to the shares of common stock and the shares of common stock issuable upon exercise of the warrants, in each case acquired by these parties pursuant to the Plan of Reorganization as well as any shares of common stock or shares of common stock issuable upon the exercise of warrants acquired by any such party in the open market.

The Registration Rights Agreement provisions for certain demand and piggyback registration rights in favor of the stockholders and warrant holders party thereto. At any time following completion of this offering, one or more holders holding at least 15% of the then outstanding registrable securities can require that we file a registration statement under the Securities Act covering some or all of the registrable securities held thereby. We will not be required to cause any offering with respect to a demand registration to be a marketed or underwritten offering unless the demanding holder or holders hold at least 10% of the outstanding registrable securities as of the date of the demand. We are not obligated, however to effect more than one demand registration in any given six-month period and holders are limited to 12 demand notices in the aggregate over the term of the Registration Rights Agreement. The demanding holder or holders may abandon or withdraw any demand, and cause us to abandon or withdraw any registration statement filed in respect thereof, and such demand will not count against the foregoing limit. Holders also have certain piggyback registration rights with respect to both Company-initiated registrations and registrations initiated by other stockholders, including holders effecting a demand under the Registration Rights Agreement. We also agreed in the Registration Rights Agreement not to grant, without the consent of the holders of a majority of the then-outstanding registrable securities, any registration or similar rights with priority over those of the holders under the Registration Rights Agreement.

We are obligated to pay all Company and holder expenses incurred in connection with registrations under the Registration Rights Agreement and the reasonable fees and expenses of one counsel for all holders participating in a given registration. The holders will, however, bear their own selling expenses, including any underwriting discounts and commissions. The Registration Rights Agreement does not provide for the payment of any consideration by us to any holders of registrable securities if a registration statement is not declared effective or if the effectiveness is not maintained. A holder of registrable securities may transfer its registration rights under the Registration Rights Agreement only to affiliates or with our written consent. Securities cease to be registrable securities on the date such securities are disposed of pursuant to an effective registration statement or pursuant to Rule 144 or any similar provision then in effect. A holder’s registration rights will terminate on the first to occur of the date on which the holder no longer beneficially owns any registrable securities and the date on which all of such holder’s registrable securities may be sold in a single sale pursuant to Rule 144 without any limitation as to volume or manner of sale limitations, provided that the Registration Rights Agreement will terminate as to all securities and all parties on September 4, 2029.

The foregoing summary of the Registration Rights Agreement is not complete and is subject in its entirety to the complete text of the agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated herein by reference.

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We believe that    outstanding shares of common stock and    shares of common stock issuable upon the exercise of warrants will be entitled to these registration rights following the completion of this offering, all of which are held by affiliates. Shares registered with the SEC pursuant to these registration rights will be eligible for sale in the public markets. However, the underwriting agreement prohibits us from filing any registration statement for a period of 180 days after the date of this prospectus without the prior consent of the representatives. Shares registered with the SEC pursuant to these registration rights will be eligible for sale in the public markets, as described in this section, subject to the lock-up agreements described above and in the section titled “Underwriting.”

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U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a discussion of the U.S. federal income tax considerations generally applicable to the ownership and disposition of shares of our common stock acquired pursuant to this offering by a Non-U.S. Holder (as defined below). This discussion is based on the Code, Treasury regulations promulgated thereunder, laws, administrative rulings and judicial decisions in effect on the date hereof, all of which are subject to change, possibly with retroactive effect, and to varying interpretations, which could result in U.S. federal income tax consequences different from those described below. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes). This discussion applies only to shares of common stock that are held as capital assets for U.S. federal income tax purposes (generally, property held for investment).

This discussion is a summary only and does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including but not limited to the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if you are subject to special rules that apply to certain types of investors, including:

• banks, insurance companies, regulated investment companies, real estate investment trusts or other financial institutions;

• tax-exempt organizations;

• pension plans and tax-qualified retirement plans;

• controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax;

• brokers or dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• persons who own, or are deemed to own, more than five percent of our capital stock;

• certain former citizens or long-term residents of the United States;

• persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction,” or other risk reduction transaction;

• persons who hold or receive our common stock pursuant to the exercise of any option or otherwise as compensation;

• persons deemed to sell our common stock under the constructive sale provisions of the Code; or

• persons required to accelerate the recognition of any item of gross income with respect to our common stock as a result of such income being recognized on an applicable financial statement.

If a partnership (including an entity or arrangement treated as a partnership or other pass-through entity for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner, member or other beneficial owner in such partnership or other pass-through entity will generally depend upon the status of the partner, member or other beneficial owner, the activities of the partnership or other pass-through entity and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership or other pass-through entity holding our common stock, you should consult your tax advisor regarding the tax consequences of the ownership and disposition of our common stock.

We have not sought, and will not seek, a ruling from the U.S. Internal Revenue Service (the “IRS”) as to any U.S. federal income tax consequence described herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below. Moreover,

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there can be no assurance that future legislation, regulations, administrative rulings or judicial decisions will not adversely affect the accuracy of the statements in this discussion. You should consult your tax advisor with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of our common stock that is an individual, corporation (or other entity treated as a corporation for U.S. federal income tax purposes), trust or estate that is not, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation created or organized in or under the laws of the United States or any State thereof (including the District of Columbia);

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust, the administration of which is subject to the primary supervision of a court within the United States and for which one or more U.S. persons have the authority to control all substantial decisions, or that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

THIS DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF OWNING AND DISPOSING OF OUR COMMON STOCK, AS WELL AS THE APPLICATION OF ANY U.S. FEDERAL NON-INCOME, STATE, LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS.

Distributions

As described in the section titled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions of cash or property that we make with regard to our common stock (other than certain pro rata distributions of our stock) will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Dividends paid to a Non-U.S. Holder of our common stock that are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States will generally be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a duly completed and properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate. These certifications must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. If the amount of a distribution exceeds our current or accumulated earnings and profits, such excess first will be treated as a tax-free return of capital to the extent of a Non-U.S. Holder’s tax basis in its shares of our common stock, and thereafter will be treated as capital gain from the sale or exchange of the Non-U.S. Holder’s shares of common stock taxable as described below under “—Sale or Disposition of Common Stock.” A Non-U.S. Holder that does not timely furnish the required documentation, but is eligible for a reduced rate of withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty and the manner of claiming the benefits of such treaty.

Dividends that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains or maintained in the United States) are not subject to the withholding tax described above but instead are subject to U.S. federal income tax on a net income basis at applicable U.S.

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federal income tax rates. In order for its effectively connected dividends to be exempt from the withholding tax described above, a Non-U.S. Holder will be required to provide a duly completed and properly executed IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Dividends received by a Non-U.S. Holder that is a corporation that are effectively connected with its conduct of a trade or business within the United States may be subject to an additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Sale or Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized upon the sale, exchange or other taxable disposition of shares of our common stock, unless such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States and, if the Non-U.S. Holder is entitled to claim treaty benefits (and the Non-U.S. Holder complies with applicable certification and other requirements), is attributable to a permanent establishment maintained by the Non-U.S. Holder within the United States; (ii) such Non-U.S. Holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or (iii) we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time within the shorter of the five-year period ending on the date of disposition or the period that such Non-U.S. Holder held shares of our common stock. We do not believe that we have been, currently are, or will become, a United States real property holding corporation. If we were or were to become a United States real property holding corporation at any time during the applicable period, however, any gain recognized on a disposition of our common stock by a Non-U.S. Holder that did not own (directly, indirectly or constructively) more than 5% of our common stock at any time during the applicable period would not be subject to U.S. federal income tax, provided that our common stock is regularly traded on an established securities market.

An individual Non-U.S. Holder who is subject to U.S. federal income tax because the Non-U.S. Holder was present in the United States for 183 days or more during the year of disposition and meets certain other conditions is taxed on its gains (including gains from the disposition of our common stock and net of applicable U.S. source losses from dispositions of other capital assets recognized during the year) at a flat rate of 30% or such lower rate as may be specified by an applicable income tax treaty. A Non-U.S. Holder for whom gain recognized on the disposition of our common stock is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States and, if the Non-U.S. Holder is entitled to claim treaty benefits (and the Non-U.S. Holder complies with applicable certification and other requirements), is attributable to a permanent establishment (or, for an individual, a fixed base) maintained by the Non-U.S. Holder within the United States generally will be taxed on any such gain on a net income basis at applicable U.S. federal income tax rates and, in the case of a Non-U.S. Holder that is a foreign corporation, the branch profits tax discussed above generally may also apply.

Backup Withholding and Information Reporting Requirements

Payments of distributions on our common stock generally will not be subject to backup withholding (currently 24%), provided the applicable withholding agent does not have actual knowledge or reason to know the Non-U.S. Holder is a U.S. person and the Non-U.S. Holder either certifies its Non-U.S. status, such as by furnishing a duly completed and properly executed IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption.

However, information returns are required to be filed with the IRS in connection with any distributions on our common stock paid to the Non-U.S. Holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the

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certification described above and does not have actual knowledge or reason to know that such Non-U.S. Holder is a U.S. person, or the Non-U.S. Holder otherwise establishes an exemption. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against that Non-U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. Each Non-U.S. Holder should consult its tax advisor regarding the application of the information reporting rules and backup withholding to it.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code, the Treasury regulations promulgated hereunder and other official guidance (commonly referred to as “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence, reporting and withholding obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence, reporting and withholding requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Future Treasury regulations or other official guidance may modify these requirements.

Under the applicable Treasury regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock. Proposed regulations issued by the U.S. Department of the Treasury (the preamble to which specifies that taxpayers may rely on them pending finalization) would eliminate FATCA withholding on the gross proceeds from a sale or other disposition of our common stock. There can be no assurance that the proposed regulations will be finalized in their present form. If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally may obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). You should consult your tax advisor regarding the effects of FATCA on your investment in our common stock.

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UNDERWRITING

Barclays Capital Inc. and Goldman Sachs & Co. LLC are acting as the representatives (“Representatives”) of the underwriters and joint book-running managers of this offering. Under the terms of an underwriting agreement, which will be filed as an exhibit to the registration statement to which this prospectus forms a part, with respect to the shares being offered, each of the underwriters named below has severally agreed to purchase from the Company the aggregate number of shares of common stock shown opposite its name below:

Underwriters	Number of Shares
Barclays Capital Inc.
Goldman Sachs & Co. LLC
Evercore Group L.L.C.
Piper Sandler & Co.
Raymond James & Associates, Inc.
BMO Capital Markets Corp.
Stephens Inc.
Janney Montgomery Scott LLC
Total

The underwriting agreement provides that the underwriters’ obligation to purchase shares of common stock depends on the satisfaction of the certain conditions contained in the underwriting agreement, including:

• the obligation to purchase all of the shares of common stock offered hereby (other than those shares of common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;

• the representations and warranties made by us to the underwriters are true;

• there is no material change in our business or the financial markets; and

• we deliver customary closing documents to the underwriters.

Commissions and Expenses

The following tables summarize the underwriting discounts and commissions to be paid to the underwriters by us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of common stock. The underwriting fee is the difference between the initial price to the public and the amount the underwriters pay to the Company for the shares of common stock to be sold thereby.

Paid by the Company	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

The Representatives have advised us that the underwriters propose to offer the shares of common stock directly to the public at the offering price on the cover of this prospectus and to selected dealers, which may include the underwriters, at such offering price less a selling concession not in excess of $     per share. If all the shares of common stock are not sold at the initial offering price following the initial offering, the Representatives may change the offering price and other selling terms. The offering of the shares of common stock by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The expenses of the offering that are payable by us are estimated to be approximately $    (excluding underwriting discounts and commissions). We have agreed to reimburse the underwriters for certain of their expenses incurred in connection with, among others, the review and clearance by the Financial Industry Regulatory Authority, Inc. (“FINRA”) in an amount of up to $  , as set forth in the underwriting agreement.

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Option to Purchase Additional Shares

We have granted the underwriters an option exercisable for 30 days after the date of this prospectus to purchase, from time to time, in whole or in part, up to an aggregate of     shares of common stock from us at the offering price less underwriting discounts and commissions. This option may be exercised solely to the extent the underwriters sell more shares of common stock than the shares set out above in connection with this offering. To the extent that this option is exercised, each underwriter will be obligated, subject to certain conditions, to purchase its pro rata portion of these additional shares of common stock based on the underwriter’s percentage underwriting commitment in this offering as indicated in the above table.

Lock-Up Agreements

We, all of our directors and executive officers, and the holders of substantially all of our outstanding shares of common stock have agreed, subject to certain limited exceptions, that, for a period of 180 days after the date of this prospectus, we and they will not directly or indirectly, without the prior written consent of Barclays Capital Inc. and Goldman Sachs & Co. LLC, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of common stock (including, without limitation, shares of common stock that may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the SEC and shares of common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for common stock (other than the stock and shares issued pursuant to employee benefit plans, qualified stock option plans, or other employee compensation plans existing on the date of this prospectus), or sell or grant options, rights or warrants with respect to any shares of common stock or securities convertible into or exchangeable for common stock or interests, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of common stock or interests, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock, interests or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or confidentially submit or cause a registration statement to be publicly filed or confidentially submitted, including any amendments thereto, with respect to the registration of any shares of common stock, interests or securities convertible into or exercisable or exchangeable for common stock or any of our other securities, or (4) publicly disclose the intention to do any of the foregoing.

The Representatives, in their sole discretion, may release shares of the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time. When determining whether or not to release common stock and other securities from lock-up agreements, the Representatives will consider, among other factors, the holder’s reasons for requesting the release, the number of shares of common stock and other securities for which the release is being requested and market conditions at the time. At least three business days before the effectiveness of any release or waiver of any of the restrictions described above with respect to an officer or director of our company, the Representatives will notify us of the impending release or waiver and we have agreed to announce the impending release or waiver in accordance with any method permitted by applicable law or regulation (which may include a press release), except where the release or waiver is effected solely to permit a transfer of common stock that is not for consideration and where the transferee has agreed in writing to be bound by the same terms as the lock-up agreements described above to the extent and for the duration that such terms remain in effect at the time of transfer.

Offering Price Determination

Prior to this offering, there has been no public market for our common stock. The initial offering price will be negotiated between the Representatives and us. In determining the initial offering price of our common stock, the Representatives consider, among other prevailing factors:

• the history and prospects for the industry in which we compete;

• our financial information;

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• the ability of our management and our business potential and earning prospects;

• the prevailing securities markets at the time of this offering; and

• the recent market prices of, and the demand for, publicly traded shares of generally comparable companies.

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make for these liabilities.

Stabilization, Short Positions and Penalty Bids

The Representatives may engage in stabilizing transactions, short sales and purchases to cover positions created by short sales, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under the Exchange Act:

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

• A short position involves a sale by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase in the offering, which creates the syndicate short position. This short position may be either a covered short position or a naked short position. In a covered short position, the number of shares involved in the sales made by the underwriters in excess of the number of shares they are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any short position by either exercising their option to purchase additional shares and/or purchasing shares in the open market. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

• Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions.

• Penalty bids permit the Representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of shares of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NYSE or otherwise and, if commenced, may be discontinued at any time.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither we nor any of the underwriters make any representation that the Representatives will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

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Electronic Distribution

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the Representatives on the same basis as other allocations.

Other than the prospectus in electronic format, the information on any underwriter’s or selling group member’s web site and any information contained in any other web site maintained by an underwriter or selling group member is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

Listing    

We intend to apply to list shares of our common stock on the NYSE under the symbol “ROTR.”

Stamp Taxes

If you purchase shares of common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

Other Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for the issuer and its affiliates, for which they received or may in the future receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer or its affiliates. If the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, the underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the shares of common stock offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the shares of common stock offered hereby. The underwriters and certain of their affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions

General

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The

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securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

European Economic Area

In relation to each Member State of the European Economic Area (each, a “Member State”), no shares have been offered or will be offered pursuant to the offering to the public in that Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Member State, all in accordance with the Prospectus Regulation, except that offers of shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:

• to any legal entity which is a qualified investor as defined in the Prospectus Regulation;

• to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or

• in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of shares shall require the issuer or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

United Kingdom

In relation to the United Kingdom, no shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the shares which has been approved by the Financial Conduct Authority, except that it may make an offer to the public in the United Kingdom of any shares at any time under the following exemptions under the UK Prospectus Regulation:

• to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;

• to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the Representatives for any such offer; or

• in any other circumstances falling within Section 86 of the FSMA,

provided that no such offer of the shares shall require the issuer or any of the underwriters to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

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In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in Article 2 of the UK Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Order”), and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares in the United Kingdom within the meaning of the FSMA.

Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of shares issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Switzerland

This document is not intended to constitute an offer or solicitation to purchase or invest in the securities. The securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (FinSA) and no application has or will be made to admit the securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the securities constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.

United Arab Emirates

The shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

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Australia

This prospectus:

• does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);

• has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and

• may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act (“Exempt Investors”).

The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those shares to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Japan

The shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) of Hong Kong and any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “CO”) or which do not constitute an offer to the public within the meaning of the CO. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

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Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of common stock may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA; (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

• a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

• a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contract (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

• to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

• where no consideration is or will be given for the transfer;

• where the transfer is by operation of law;

• as specified in Section 276(7) of the SFA; or

• as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities based Derivatives Contracts) Regulations 2018.

Singapore SFA Product Classification - Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, the issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the shares are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP. Certain legal matters in connection with the shares of common stock offered hereby will be passed upon for the underwriters by Latham & Watkins LLP, Austin, Texas.

EXPERTS

The financial statements of PHI Group, Inc. as of December 31, 2022 and 2021, and for each of the two years in the period ended December 31, 2022, included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We intent to file with the SEC a registration statement on Form S-1, including exhibits, of which this prospectus forms a part, under the Securities Act with respect to the shares of common stock to be sold in this offering. This prospectus does not contain all of the information set forth in the registration statement and exhibits thereto. For further information with respect to our company and the shares of common stock to be sold in this offering, reference is made to the registration statement, including the exhibits thereto. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are summaries and are not necessarily complete and you should refer to the exhibits attached to or incorporated by reference into the registration statement for copies of the actual contract, agreement or other document. Our SEC filings, including the registration statement of which this prospectus forms a part and the exhibits thereto, are available to you for free on the SEC’s website at www.sec.gov.

Upon consummation of this offering we will become subject to the informational and reporting requirements of the Exchange Act and will be required to file reports and other information with the SEC. You will be able to inspect these reports and other information without charge at the SEC’s website. We intend to make available to our common stockholders annual reports containing consolidated financial statements audited by our independent registered public accounting firm.

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Index to Consolidated Financial Statements

	Page
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2023 and 2022:
Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022		F-2
Condensed Consolidated Statements of Operations for the six months ended June 30, 2023 and 2022		F-3
Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2023 and 2022		F-4
Condensed Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2023 and 2022		F-5
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022		F-6
Notes to Condensed Consolidated Financial Statements		F-7
CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021:
Report of Independent Registered Public Accounting Firm		F-27
Consolidated Balance Sheets as of December 31, 2022 and 2021		F-28
Consolidated Statements of Operations for the years ended December  31, 2022 and 2021		F-29
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022 and 2021		F-30
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2022 and 2021		F-31
Consolidated Statements of Cash Flows for the years ended December  31, 2022 and 2021		F-32
Notes to Consolidated Financial Statements		F-33

F-1

PHI GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	June 30, 2023			December 31, 2022
ASSETS
Cash and cash equivalents	$	72,384		$	61,166
Short-term investments		12,682			6,287
Accounts receivable, net
Trade, net		248,436			224,627
Other, net		5,451			5,878
Inventories of spare parts		48,055			43,047
Prepaid expenses and other current assets		9,326			7,026
Assets held for sale		551			551
Total current assets		396,885			348,582
Property and equipment, net		239,125			241,293
Right-of-use assets		83,068			87,904
Restricted cash and cash equivalents		1,744			1,913
Deferred income taxes		6,602			15,434
Intangible assets, net		6,419			7,433
Other assets		16,362			8,804
Total assets	$	750,205		$	711,363
LIABILITIES & SHAREHOLDERS’ EQUITY:
Accounts payable		54,660			51,103
Accrued and other current liabilities		47,394			52,702
Current portion of operating lease liabilities		23,062			22,054
Current portion of finance lease liabilities		321			92
Current maturities of long-term debt		4,521			4,000
Total current liabilities		129,958			129,951
Long-term debt		15,964			18,315
Deferred income taxes		6,853			1,202
Long-term operating lease liabilities		60,834			68,347
Long-term finance lease liabilities		426			157
Unrecognized tax benefits		12,868			15,421
Other long-term liabilities		5,578			5,155
Total liabilities	$	232,481		$	238,548
COMMITMENTS AND CONTINGENCIES (NOTE 18)
SHAREHOLDERS’ EQUITY
Voting common stock—par value of $0.001; 100,000,000 shares authorized, 24,130,912 and 24,356,577 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		25			24
Additional paid-in capital		438,922			427,795
Treasury stock		(27,842	)		(9,855	)
Accumulated other comprehensive income		(1,031	)		669
Retained earnings		107,650			54,182
Total shareholders’ equity	$	517,724		$	472,815
Total liabilities and shareholders’ equity	$	750,205		$	711,363

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

PHI GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Six Months Ended June 30,
	2023			2022
Operating revenues—net	$	428,398		$	357,830
Operating expenses:
Direct expenses		334,522			303,171
Selling, general and administrative		45,484			37,035
Impairment of assets		2			12
Gain on vendor claims, insurance and warranty		(14,399	)		(965	)
Loss (gain) on disposal of assets		689			(232	)
Equity in loss (income) of unconsolidated affiliate		29			(164	)
Operating income		62,071			18,973
Interest expense		1,298			840
Other income—net		(12,071	)		(6,119	)
Income before income taxes		72,844			24,252
Income tax expense		19,487			4,514
Net income	$	53,357		$	19,738
Earnings per share:
Basic	$	1.77		$	0.63
Diluted	$	1.73		$	0.62
Weighted average common shares outstanding
Basic		30,181			31,261
Diluted		30,790			31,661

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

PHI GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Six Months Ended June 30,
	2023			2022
Net income	$	53,357		$	19,738
Currency translation adjustments		(1,911	)		(4,496	)
Unrealized gain on available-for-sale securities		211			10
Total comprehensive income	$	51,657		$	15,252

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

PHI GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

	Shares Outstanding			Par Value			Treasury Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income			Retained Earnings			Total Stockholders’ Equity
Balance at December 31, 2021		24,623		$	24			—		$	424,822		$	5,044		$	(3,612	)	$	426,278
Net income		—			—			—			—			—			19,738			19,738
Stock-based compensation		—			—			—			1,270			—			—			1,270
Stock-based compensation expense for issuance of common stock		500			1			—			5,939			—			—			5,940
Dividend rights forfeited by RSU holders		—			—			—			—			—			132			132
Treasury stock purchase (1)		(755	)		(1	)		(9,258	)		—			—						(9,259	)
Purchase of creditor warrants (1)		—			—			—			(5,276	)		—			—			(5,276	)
Conversion of warrants into common stock		47			—			—			—			—			—			—
Unrealized gain on available-for-sale securities		—			—			—			—			10			—			10
Currency translation adjustment		—			—			—			—			(4,496	)		—			(4,496	)
Balance at June 30, 2022		24,415		$	24		$	(9,258	)	$	426,755		$	558		$	16,258		$	434,337
Balance at December 31, 2022		24,357		$	24		$	(9,855	)	$	427,795		$	669		$	54,182		$	472,815
Net income		—			—			—			—			—			53,357			53,357
Dividend rights forfeited by RSU holders		—			—			—			—			—			111			111
Stock-based compensation expense for issuance of common stock		850			1						10,200			—			—			10,201
Stock-based compensation		—			—			—			927			—			—			927
Tender offer(1)		(1,076	)		—			(17,987	)		—			—			—			(17,987	)
Unrealized gain on available-for-sale securities														211						211
Currency translation adjustment		—			—			—			—			(1,911	)		—			(1,911	)
Balance at June 30, 2023		24,131		$	25		$	(27,842	)	$	438,922		$	(1,031	)	$	107,650		$	517,724

(1) See Note 21 for further information into treasury stock purchase, and creditor warrant purchase and tender offer.

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5

PHI GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Six Months Ended June 30,
	2023			2022
Cash flows from operating activities:
Net income	$	53,357		$	19,738
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		27,730			25,950
Asset impairment charges		2			12
Stock-based compensation		11,127			7,209
Deferred income tax expense		14,397			627
Gain on vendor claims, insurance and warranty		(9,727	)		(965	)
(Gain) loss on disposal of assets		689			(232	)
Equity in (income) loss of unconsolidated affiliate		29			(164	)
Provision for inventory valuation reserves		1,306			787
Changes in operating assets and liabilities:
Increase in accounts receivable		(24,418	)		(25,813	)
Increase in inventories of spare parts		(6,355	)		(6,864	)
Increase in prepaid expenses and other current assets		(2,341	)		(1,008	)
Increase in other non-current assets		(8,904	)		(1,072	)
Decrease in accounts payable and accrued liabilities		(2,946	)		(6,901	)
Decrease in other non-current liabilities		(2,568	)		(3,566	)
Net cash from operating activities		51,378			7,738
Cash flows from investing activities:
Capital expenditures		(18,541	)		(20,337	)
Proceeds from asset dispositions		—			750
Purchase of short-term investments		(12,500	)		(15,000	)
Maturities of short-term investments		6,257			—
Proceeds from insurance settlements		4,704			965
Net cash used in investing activities		(20,080	)		(33,622	)
Cash flows from financing activities:
Share and creditor warrant purchases		(17,987	)		(14,535	)
Deferred financing costs		—			(220	)
Principal payments on PNC term loan		(2,000	)		(2,750	)
Net cash used in financing activities		(19,987	)		(17,505	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(262	)		(100	)
Net change in cash and cash equivalents and restricted cash		11,049			(43,489	)
Cash and cash equivalents and restricted cash at beginning of period		63,079			64,976
Cash and cash equivalents and restricted cash at end of period	$	74,128		$	21,487
Supplemental disclosure of cash flow information:
Cash paid for interest	$	795		$	580
Cash paid for income taxes	$	893		$	1,893
Supplemental disclosure of non-cash investing and financing activities
Other current liabilities and accrued payables related to purchase of property	$	3,279		$	1,773
Unrealized gain on available-for-sale securities	$	211		$	10
Reconciliation of cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents	$	72,384		$	61,166
Restricted cash and cash equivalents		1,744			1,913
Total cash and cash equivalents and restricted cash and cash equivalents	$	74,128		$	63,079

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-6

PHI GROUP, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts or as otherwise indicated)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

PHI Group, Inc. and its subsidiaries (the “Company”) provides air medical transportation services for hospitals and emergency service agencies, transportation services to, from, and among offshore facilities for customers engaged in the oil and gas exploration, development, and production industry, as well as aircraft maintenance and repair services in North America to third parties.

Basis of Presentation—The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes for the year ended December 31, 2022. These condensed consolidated financial statements as of June 30, 2023 and for the six months ended June 30, 2023 and 2022 are unaudited; however, in the opinion of management such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, and normal accruals necessary for a fair presentation of the Company’s financial position and results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for the current year or future periods. All intercompany accounts and transactions have been eliminated in consolidation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Besides the following, there have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Condensed Consolidated Financial Statements” included in the consolidated financial statements and notes as of and for the year ended December 31, 2022.

Recently Adopted Accounting Pronouncements—In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update “ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326) (“ASU 2016-13”), which revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. In November 2019, FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 for non-public filers to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Effective January 1, 2023, the Company adopted the new standard using the modified retrospective method for all financial assets in scope. The adoption did not have a material impact on the Company’s financial statements and related disclosures.

Under Topic 326, the Company utilizes the loss-rate method to determine current expected credit loss for PHI Health accounts receivable. In that estimation process, the Company assesses historical collections, write offs, trends in payors behavior, current economic conditions and other pertinent factors. The allowance for doubtful accounts for the segments other than PHI Health is established based on reviews of recent loss experience, current economic conditions, as well as our relationships with, and the economic status of our partners and customers. Accounts receivable are charged off when the Company deems amounts to be uncollectible.

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Changes in the allowance for doubtful accounts for the periods presented were as follows:

	Balance as of December 31, 2022		Impact of adopting ASC 326		Additions Charged to Costs and Expenses		Deductions (1)			Balance as of June 30, 2023
Allowance for doubtful accounts	$	3,666	$	—	$	19	$	(581	)	$	3,104
Allowance for air medical		423,080		—		555,939		(580,096	)		398,923
	Balance as of January 1, 2022		Impact of adopting ASC 326		Additions Charged to Costs and Expenses		Deductions (1)			Balance as of June 30, 2022
Allowance for doubtful accounts	$	3,673	$	—	$	—	$	(10	)	$	3,663
Allowance for air medical		294,247		—		550,587		(482,851	)		361,983

(1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for contractual discounts and uncompensated care, such deductions are reduced by recoveries of amounts previously written off.

3. SHORT-TERM INVESTMENTS

The following table summarizes the amortized cost and estimated fair value of the Company’s U.S. Treasury securities which are considered to be available-for-sale investments and were included in short-term investments on the condensed consolidated balance sheets:

	June 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury Bills	$	12,500	$	182	$	—	$	12,682
	$	12,500	$	182	$	—	$	12,682

	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury Bills	$	6,257	$	30	$	—	$	6,287
	$	6,257	$	30	$	—	$	6,287

Certain short-term securities with original maturities of less than 90 days are included in cash and cash equivalents on the condensed consolidated balance sheets and are not included in the table above. As of June 30, 2023 and December 31, 2022, all short-term investments had contractual maturities within one year.

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4. FAIR MARKET MEASUREMENTS

The following tables present information about the Company’s financial assets measured at fair value at June 30, 2023 and December 31, 2022:

	June 30, 2023
Assets:	Total		Level 1		Level 2		Level 3
Cash equivalents:
U.S. Treasury Bills	$	2,530	$	2,530		—		—
Short-term investments:
U.S. Treasury Bills		12,682		12,682		—		—
Total assets	$	15,212	$	15,212		—		—
	December 31, 2022
Assets:	Total		Level 1		Level 2		Level 3
Cash equivalents:
U.S. Treasury Bills	$	5,016	$	5,016		—		—
Short-term investments:
U.S. Treasury Bills		6,287		6,287		—		—
Total assets	$	11,303	$	11,303		—		—

The Company classifies its U.S. Treasury securities as Level 1 assets under the fair value hierarchy as these assets have been valued using quoted market prices in active markets without any valuation adjustment. During the six months ended June 30, 2023 and the year ended December 31, 2022, there were no transfers between levels.

5. INVESTMENT IN VARIABLE INTEREST ENTITY

Variable Interest Entity—The Company accounts for its investment in PHI Century Limited (“PHIC”) as a variable interest entity, which is defined as an entity that either (a) has insufficient equity to permit the entity to finance its operations without additional subordinated financial support or (b) has equity investors who lack the characteristics of a controlling financial interest. As of June 30, 2023 the Company had a 49% investment in the common stock of PHIC, a Ghanaian entity. The Company acquired the 49% interest on May 26, 2011, PHIC’s date of incorporation. The purpose of PHIC is to provide flight services in Ghana and the West African region. Due to the fact that the Company is not the primary beneficiary, the investment in PHIC is accounted for in accordance with the equity method of accounting. For the six months ended June 30, 2023 and 2022 the Company recorded an immaterial loss and a gain of $0.2 million, respectively, from its 49% equity ownership. The Company had $1.2 million and $1.1 million of trade receivables from PHIC as of June 30, 2023 and December 31, 2022, respectively. The Company’s investment in the common stock of PHIC is included in other assets on the condensed consolidated balance sheets and was $3.1 million and $3.2 million as of June 30, 2023 and December 31, 2022, respectively.

F-9

6. PROPERTY AND EQUIPMENT, NET

The following table summarizes the Company’s property and equipment:

	June 30, 2023			December 31, 2022
Flight equipment	$	331,553		$	329,834
Facility & improvements		12,721			9,047
Operating equipment		12,439			10,591
Data processing equipment		10,943			9,729
Vehicles		1,523			1,145
Medical equipment		6,820			6,466
Work-in-progress		12,202			6,253
		388,201			373,065
Less: accumulated depreciation		(149,076	)		(131,772	)
Property and equipment, net	$	239,125		$	241,293

Depreciation expense related to property and equipment for the six months ended June 30, 2023 and 2022 was $25.3 million and $23.5 million, respectively. These amounts are reported within Direct expenses and selling, general, and administrative expenses in the condensed consolidated statements of operations. For the six months ended June 30, 2022, the Company sold one heavy aircraft. Cash proceeds for the sale of this aircraft and additional spare parts totaled $0.8 million, resulting in a net gain of $0.2 million recorded within gain on disposal of assets on the condensed consolidated statements of operations. This aircraft no longer met the Company’s strategic needs. No aircraft were sold during the six months ended June 30, 2023.

7. INTANGIBLE ASSETS, NET

The Company’s intangible assets consist of the following:

	June 30, 2023									December 31, 2022
	Gross Amount		Accumulated Amortization			Impairment of Assets		Net Carrying Value		Gross Amount		Accumulated Amortization			Impairment of Assets		Net Carrying Value
Tradenames	$	14,383	$	(7,964	)	$	—	$	6,419	$	14,383	$	(6,950	)	$	—	$	7,433
Total	$	14,383	$	(7,964	)	$	—	$	6,419	$	14,383	$	(6,950	)	$	—	$	7,433

Amortization expense related to intangible assets for both the six months ended June 30, 2023 and 2022 was $1.0 million. These amounts are reported as Direct expenses in the condensed consolidated statements of operations. The following table summarizes estimated future amortization expense of intangible assets, net for the years ending December 31:

2023 (remainder of year)	$	1,018
2024		2,036
2025		2,036
2026		1,329
Total future amortization of intangible assets	$	6,419

F-10

8. OTHER ASSETS

The following table summarizes the Company’s other assets:

	June 30, 2023		December 31, 2022
Investment in unconsolidated affiliate	$	3,122	$	3,152
Deferred mobilization & contract costs		4,250		2,315
Other deferred costs		8,024		2,360
Noncurrent receivables		966		977
	$	16,362	$	8,804

9. ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following:

	June 30, 2023		December 31, 2022
Accrued salaries & wages	$	8,732	$	9,493
Accrued employee bonuses		5,971		5,287
Accrued vacation costs		10,939		10,820
Other employee-related accrued liabilities		8,847		10,835
Accrued non-income taxes		3,796		3,355
Deferred revenue—current		3,829		4,208
Advance payment on insurance policy		511		5,093
Income taxes payable		2,702		2,566
Other		2,067		1,045
Total accrued and other current liabilities	$	47,394	$	52,702

10. DEBT

Listed below is information regarding the Company’s indebtedness. As of June 30, 2023, $16.7 million of the Company’s indebtedness was classified as long-term debt and $4.5 million as short-term debt on the condensed consolidated balance sheet. As of December 31, 2022, $19.3 million of the Company’s indebtedness was classified as long-term debt and $4.0 million as short-term debt on the condensed consolidated balance sheet.

	June 30, 2023					December 31, 2022
	Principal			Unamortized Debt Issuance Costs and Discount		Principal			Unamortized Debt Issuance Costs and Discount
Term loan	$	21,250		$	765	$	23,250		$	935
Total indebtedness		21,250			765		23,250			935
Less: current maturities		(4,521	)		—		(4,000	)		—
Total long-term debt	$	16,729		$	765	$	19,250		$	935

Listed below is information on the future annual maturities of debt as of June 30, 2023:

2023 (remainder of year)	$	2,000
2024		5,563
2025		13,687
Total	$	21,250

F-11

PNC Term Loan and Revolving Credit Agreement—On October 2, 2020, the Company entered into a Revolving Credit and Term Loan Agreement. The credit agreement is comprised of a $35.0 million term loan and a $55.0 million revolving credit facility. The revolving credit facility is reduced by the amount of outstanding letters of credit. As of June 30, 2022, there was no amount outstanding on the revolver. Quarterly loan repayments were required on the term loan beginning January 1, 2021, with the quarterly payments equal to 5% of the principal amount, or $1.75 million, through the life of the term loan with a 40% balloon payment at maturity. The Company used the proceeds with its available cash to pay off its then-existing term loan agreement. Through April 6, 2022, at the Company’s election, borrowings under the term loan bear interest at either the LIBOR rate, plus 4% or the base commercial lending rate as determined by PNC (“Base rate”) plus 3%. The term loan is secured by a first lien on United States based aircraft collateral with a total net book value of approximately $86.6 million as of June 30, 2023. Through April 6, 2022, at the Company’s election, borrowings under the revolver bear drawn interest at either the LIBOR rate, plus 3.5% or the Base rate plus 2.5%. The facility fee under the revolving credit facility is 0.50% per annum on the undrawn balance of the facility. The revolver is secured by a first lien on the Company’s domestic accounts receivable and inventory. The credit agreement contains certain customary negative covenants that, among other things, restricted, subject to certain exceptions, the Company’s and each guarantor’s incurrence of additional indebtedness or liens, mergers, dispositions of assets, investments, restricted payments (including dividends), modifications to material agreements, sale and leasebacks, transactions with affiliates, fundamental changes, locations of certain aircraft and acquisitions of assets. Restrictions on dividend payments, among other items, primarily constrained by availability of excess cash on hand, fixed charge coverage ratio, undrawn amount on revolving credit facility, and events of default. In addition, the term loan agreement includes a fixed charge coverage ratio covenant of not less than 1.10 to 1, which the Company was in compliance with as of June 30, 2023.

On April 7, 2022, the Company executed an amendment with PNC with respect to the PNC Term Loan and Revolving Credit Agreement. The amendment extended the term of the term loan and revolving credit facility from October 2, 2023 to October 2, 2025. The amendment increased the availability under the revolving credit facility from $55.0 million to $75.0 million and such availability is offset by any outstanding letters of credit. The amendment resulted in no change to the term loan amount available, however, the loan quarterly principal payments decreased from $1.75 million to $1.0 million, beginning with the April 2022 payment through January 1, 2024 then increases to $1.5 million per quarter thereafter. The amended agreement increased advance rates against eligible borrowing base collateral and allows the Company to use up to $25.0 million domestic cash as eligible borrowing base collateral. As of April 7, 2022, borrowings under the amended term loan bear interest at the Secured Overnight Financing Rate (“SOFR”), plus the SOFR credit spread, plus 3%. As of April 7, 2022, borrowings under the amended revolver bear drawn interest at the SOFR rate, plus SOFR credit spread, plus 2.5%. The facility fee under the amended revolving credit facility is 0.32% per annum on the undrawn balance of the revolver facility. The amended credit agreement did not result in a change to certain customary negative covenants. For the six months ending June 30, 2023 and 2022, the PNC Term Loan and Revolving Credit Agreement resulted in interest expenses in the amount $1.0 million and $0.5 million respectively.

Letter of Credit—At June 30, 2023 and December 31, 2022, the Company had $1.7 million and $1.9 million of outstanding letters of credit, respectively, secured by a like amount of restricted cash, all of which secured certain domestic operations or insurance policies.

F-12

11. REVENUE

The following table presents the Company’s revenues disaggregated by type:

	Six Months Ended June 30,
	2023		2022
Operating Revenue—net:
Oil and Gas Services
PHI Americas	$	155,556	$	144,399
PHI International		85,548		72,787
Air Medical Services
PHI Health		187,294		140,644
Total operating revenue—net	$	428,398	$	357,830

PHI Americas and PHI International Revenue Recognition—The Company provides helicopter services to oil and gas customers operating in the Gulf of Mexico and several foreign countries. Revenues are recognized as services are rendered and performance obligations are satisfied over time in accordance with contractual terms, in an amount that reflects the consideration the Company expects to be entitled to in exchange for services rendered. The Company also provides helicopter repair and overhaul services for customers that own their own aircraft, which are generally performed under contracts with agreed-upon rates for labor and materials, for which revenues are recognized as the related services are performed. The revenues generated by helicopter repair and overhaul services are not material to the condensed consolidated results of operations. The Company further offers certain software as a service to the Company’s oil and gas customers which was not material during the six months ended June 30, 2023 and 2022. Revenues are recognized when performance obligations are satisfied in accordance with contractual terms, in an amount that reflects the consideration the Company expects to be entitled to in exchange for services rendered.

PHI Health Revenue Recognition—The Company provides helicopter services to hospitals and emergency service providers in several U.S. states, or to individual patients in the U.S. in which case the Company is paid by either a commercial insurance company, federal or state agency, or the patient. PHI Health operates primarily under the independent provider model and, to a lesser extent, under the traditional provider model. Revenues related to the independent provider model services are recorded in the period in which the Company satisfies the performance obligations under contracts by providing services to customers based upon established billing rates net of contractual allowances under agreements with third-party payors and net of uncompensated care allowances. These amounts are due from patients, third-party payors (including health insurers and government programs), and others and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills the patients and third-party payors several days after the services are performed. Revenues generated under the traditional provider model are recognized as performance obligations satisfied over time in accordance with contractual terms, in an amount that reflects the consideration the Company expects to be entitled in exchange for services rendered.

PHI Americas and PHI International Performance Obligations—A performance obligation arises under contracts with customers to render services and is the unit of account under FASB Accounting Standards Codification 606 (“Topic 606”). Under the Company’s oil and gas contracts, the Company provides an integrated service which includes the provision of one or more specified model of helicopter that is readily available, the requisite flight crews, operating and service bases and other ancillary services and equipment needed to execute flights at the customers’ direction. Within this contract type for helicopter services, the Company determined that each contract has a single distinct performance obligation, the provision of helicopter transportation services, because none of the individual goods or services included in the Company’s integrated services are distinct within the context of the Company’s contracts. Operating revenue is derived mainly from fixed-term contracts with customers, a substantial portion of which are

F-13

competitively bid. A small portion of this revenue is derived from providing services on an “ad-hoc” basis. The Company’s fixed-term contracts typically have original terms of one to ten years (subject to provisions permitting early termination on relatively short notice by the customers with little or no financial penalty), with payment in U.S. dollars. The Company accounts for services rendered separately if they are distinct and the services are separately identifiable from other items provided to a customer and if a customer can benefit from the services rendered on its own or with other resources that are readily available to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts typically include a fixed monthly rate for a particular model of aircraft and an incremental rate based on hours flown, which represents the variable component of a typical contract with a customer. Rates for these services vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. The Company also provides services to clients on an “ad hoc” basis, which usually entails a shorter contract notice period and duration. The charges for ad hoc services are based on an hourly rate or a daily or monthly fixed fee plus additional fees for each hour flown. The nature of the variable charges within the Company’s flight services contracts are not effective until a customer-initiated flight order and the actual hours flown are determined. A contract’s standalone selling prices are determined based upon the prices that the Company charges for services rendered.

The Company has determined that its oil and gas contracts contain both lease and non-lease components and that the period of use under these contracts is generally the duration of the individual flights provided to customers as this is the period during which the customers control the use of the Company’s helicopters. Therefore, the Company generally recognizes revenue under these customer contracts utilizing flight hours as the measure of output. Revenue is recognized in proportion to total flight hours flown as compared to total expected flight hours over the contract term, which the Company believes represents a faithful depiction of the transfer of services to its customers as the Company believes this measure most meaningfully reflects the value that has been transferred to its customers over the contract term. Since most of the Company’s contracts contain termination for convenience provisions that include short notice periods without significant financial penalty, the amount of revenue the Company recognizes is typically consistent with the amount the Company invoices to its customers monthly which results in substantially the same revenue recognition as allocating the monthly fixed fee and hourly rates to flight hours. The Company typically invoices customers on a monthly basis for revenues earned during the prior month, with payment terms of 30 to 60 days. The Company’s customer arrangements do not contain any significant financing component for customers.

PHI Health Performance Obligations—Performance obligations are determined based upon the nature of the services provided. Under the independent provider model, the Company measures the performance obligation from the moment a patient is loaded into the aircraft until destination is reached. Under this model, the Company has no fixed revenue stream and compete for transport referrals daily with other independent operators in the area. As an independent provider, the Company bills for its services on the basis of a flat rate plus a variable charge per patient-loaded mile, regardless of aircraft model, and are typically compensated by private insurance, Medicaid or Medicare, or directly by transported patients who self-pay. The Company recognizes revenues for performance obligations satisfied at a point in time, which generally relate to patients receiving services when: (1) services are provided; and (2) the Company does not believe the patient requires additional services. For the independent provider model, the Company determines the transaction price based upon gross charges for services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with Company policy, and/or implicit price concessions provided to uninsured patients. The Company determines estimates of contractual adjustments and discounts based upon contractual agreements, its discount policy, and historical experience. In assessing collectability, the Company has elected the portfolio approach as a practical expedient. This portfolio approach is being used as the Company has large volume of similar contracts with similar classes of customers. The Company reasonably expects that the effect of applying a portfolio approach to a group of contracts would not differ materially from considering each contract separately. Management’s judgment to group the contracts by portfolio is based on the payment

F-14

behavior expected in each portfolio category. As a result, aggregating all of the contracts (which are at the patient level) by the particular payor or group of payors, will result in the recognition of the same amount of revenue as applying the analysis at the individual patient level. The Company groups its revenues into categories based on payment behaviors. Each component has its own reimbursement structure which allows the Company to disaggregate the revenue into categories that share the nature and timing of payments.

Under the traditional provider model, the Company contracts directly with the customer to provide their transportation services. These contracts are typically awarded or renewed through competitive bidding and typically permit early termination by the customer on relatively short notice. As a traditional provider, the Company typically bills a fixed monthly rate for aircraft availability and an hourly rate for flight time. For each of these types of helicopter services, the Company has determined that each has a single distinct performance obligation. Traditional provider model services include a fixed monthly rate for a particular model of aircraft, and flight hour services, which represents the variable component of a typical contract with a customer. Rates for these services vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. The variable charges within such contracts are not effective until the customer initiates a flight order and the actual hours flown are determined; therefore, the associated revenue generally cannot be reasonably and reliably estimated beforehand. For the traditional provider model, the Company determines the transaction price based upon standard charges for goods and services provided.

Independent provider revenues are recorded net of contractual allowances under agreements with third-party payors and estimated uncompensated care at the time the services are provided. Contractual allowances and uncompensated care are estimated based on historical collection experience by payor category (consisting mainly of private insurance, Medicaid, Medicare, and self-pay). The allowance percentages calculated are applied to the payor categories, and the necessary adjustments are made to the revenue allowance. Agreements with third-party payors typically provide for payments at amounts less than established charges.

The Company estimates contractual allowances and uncompensated care based on historical collection experience by payor category. The main payor categories are Medicaid, Medicare, private insurance, and self-pay. Changes in payor mix, reimbursement rates and uncompensated care rates are the factors most subject to sensitivity and variability in calculating its allowances. The Company computes a historical payment analysis of accounts by category. The allowance percentages calculated are applied to the payor categories, and the necessary adjustments are made to the revenue allowance.

In determining the allowance estimates for PHI Health’s billing, receivables and revenue, the Company utilizes a historical period of payment history and current trends in payor behavior by each separate payor group, which the Company evaluates on a state-by-state basis. A percentage of amounts collected compared to the total invoice is determined from this process and applied to the current month’s billings and receivables. Self-pay accounts are typically reserved at more than 99% of gross charges. Receivables aged more than one year are regularly scrutinized for collectability in order to determine whether or not an additional allowance is warranted.

Provisions for contractual discounts and estimated uncompensated care that the Company applied to PHI Health revenues (expressed as a percentage of total independent provider model billings) were as follows:

	Six Months Ended June 30,
	2023			2022
Provision for contractual discounts		70	%		73	%
Provision for uncompensated care		7	%		9	%

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Included in the allowance for uncompensated care above is the value of services to patients who are unable to pay when it is determined that they qualify as charity care and the cost of providing this charity service was:

	Six Months Ended June 30,
	2023		2022
Value for charity services	$	4,427	$	3,657
Cost for providing charity services		750		616

The estimated costs of providing charity services are based on a calculation that applies a ratio of costs to the charges for uncompensated charity care. The ratio of costs to charges is based on the PHI Health independent provider model’s total expenses divided by gross patient service revenue. Revenues attributable to private insurance, Medicare, Medicaid and self-pay as a percentage of net PHI Health independent provider model revenues were as follows:

	Six Months Ended June 30,
	2023			2022
Insurance		75	%		70	%
Medicare		18	%		23	%
Medicaid		5	%		7	%
Self-pay		2	%		0	%

Contract assets were $1.5 million and $0.5 million as of June 30, 2023 and December 31, 2022. Contract liabilities were immaterial as of June 30, 2023 and December 31, 2022.

12. STOCK-BASED COMPENSATION

Compensation expense for the stock-based plans for the six months ended June 30, 2023 and 2022 was $11.1 million, which includes $10.2 million stock compensation expense for an award of 850,000 shares of common stock granted to 5 Essex, LLC for the Company’s CEO’s services, and $7.2 million, which includes $5.9 million stock compensation expense for an award of 500,000 shares of common stock granted to 5 Essex, LLC for the Company’s CEO’s services, respectively, and was recorded as a component of Selling, general and administrative expense on the condensed consolidated statements of operations. 5 Essex, LLC is an affiliate of Q Investments, a greater than 5% stockholder.

13. STOCK WARRANTS

As of June 30, 2023 and 2022, warrants to purchase 5,266,355 and 7,377,112 shares of common stock, respectively were outstanding. The warrants outstanding as of June 30, 2023 consist of certain credit warrants exercisable for one share of common stock (“Unadjusted Creditor Warrants”) and certain creditor warrants exercisable for 1.25 shares of common stock (“Adjusted Creditor Warrants” and, together with the Unadjusted Creditor Warrants, the “Creditor Warrants”), each of which is exercisable at a price per share of $0.001. The warrants outstanding as of June 30, 2022 consist of Creditor Warrants and certain equity warrants exercisable for one share of common stock. The warrants do not convey any voting privileges or claims on dividends declared until they are exercised into common stock by the holder.

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	Creditor Warrants Exercisable for 1 Share of Common Stock			Creditor Warrants Exercisable for 1.25 Shares of Common Stock			Equity Warrants Exercisable for 1 Share of Common Stock
Outstanding at January 1, 2023		1,813,737			3,100,580			—
Warrant repurchases		(290,178	)		(106,343	)		—
Outstanding at June 30, 2023		1,523,559			2,994,237			—
Outstanding at January 1, 2022		1,846,414			3,456,596			1,687,650
Warrants exercised		(32,677	)		(11,492	)		—
Warrant repurchases		—			(344,524	)		—
Outstanding at June 30, 2022		1,813,737			3,100,580			1,687,650

14. LEASES

Overview—The Company leases certain aircraft, facilities, and equipment used in its operations. The related lease agreements, which include both non-cancelable and month-to-month terms, generally provide for fixed monthly rentals, and certain real estate leases also include renewal options. The Company generally pays all insurance, taxes, and maintenance expenses associated with these leases, and these costs are not included in the lease liability and are recognized in the period in which they are incurred.

Total operating lease expense for the six months ended June 30, 2023 and 2022 was $20.7 million and $13.8 million, respectively.

Total short term operating lease expense for the six months ended June 30, 2023 and 2022 was $7.3 million and $4.0 million, respectively.

Total finance lease expense was immaterial for the six months ended June 30, 2023 and 2022.

There were no asset impairments for leased helicopters during the six months ended June 30, 2023 and 2022.

Leases as of June 30, 2023 were as follows:

	June 30, 2023
	Operating			Finance			Total
Lease right-of-use-assets	$	82,467		$	601		$	83,068
Lease right-of-use-assets, net	$	82,467		$	601		$	83,068
Current portion of lease liabilities	$	23,062		$	321		$	23,383
Lease liabilities		60,834			426			61,260
Total lease liabilities	$	83,896		$	747		$	84,643
Cash paid for leases	$	14,722		$	98		$	14,820
ROU assets obtained in exchange for lease obligations	$	6,489		$	400		$	6,889
Weighted average remaining lease term		5.00			3.40			4.99
Weighted average discount rate		7.17	%		6.05	%		7.16	%

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Leases as of December 31, 2022 were as follows:

	December 31, 2022
	Operating			Finance			Total
Lease right-of-use-assets	$	87,662		$	242		$	87,904
Lease right-of-use-assets, net	$	87,662		$	242		$	87,904
Current portion of lease liabilities	$	22,054		$	92		$	22,146
Lease liabilities		68,347			157			68,504
Total lease liabilities	$	90,401		$	249		$	90,650
Cash paid for leases	$	25,022		$	101		$	25,123
ROU assets obtained in exchange for lease obligations	$	30,946		$	194		$	31,140
Weighted average remaining lease term		5.33			3.33			5.33
Weighted average discount rate		7.11	%		5.86	%		7.11	%

Maturities of lease liabilities at June 30, 2023 were as follows:

	June 30, 2023
	Operating			Finance			Total
2023 (remainder of year)	$	14,493		$	251		$	14,744
2024		25,666			198			25,864
2025		21,232			187			21,419
2026		14,985			147			15,132
2027		7,835			20			7,855
Thereafter		16,253			7			16,260
Total lease payments	$	100,464		$	810		$	101,275
Less imputed interest		(16,569	)		(63	)		(16,632	)
Total lease payments	$	83,896		$	747		$	84,643

Purchase Options—As of June 30, 2023, the Company had options to purchase aircraft currently under lease becoming exercisable in 2023 through 2028. The purchase price is equal to the then fair market value of the aircraft, as mutually agreed by lessor and lessee, plus applicable taxes and other amounts due and owed. Under current conditions, the Company believes that it is unlikely that the Company will exercise these purchase options. Whether the Company exercises these options will depend upon several factors, including market conditions and available cash at the respective exercise dates. The Company did not exercise any purchase options during the six months ended June 30, 2023.

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15. EARNINGS PER SHARE

The computation of basic and diluted earnings per share (“EPS”) is based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. For the purposes of determining basic EPS, the shares of common stock issuable upon exercise of the Creditor Warrants have been included in the number of outstanding shares as the Creditor Warrants are exercisable for nominal consideration, and as such, the shares are considered outstanding. The following table sets forth the computation of basic and diluted EPS for the periods indicated:

	Six Months Ended June 30,
	2023		2022
Numerator:
Net Income	$	53,357	$	19,738
Denominator:
Weighted average common shares outstanding—basic		30,181		31,261
Add—Dilutive potential common shares:
Time-vested restricted stock units (“RSUs”)		609		400
Weighted average common shares outstanding—diluted		30,790		31,661
Earnings per share:
Basic	$	1.77	$	0.63
Diluted	$	1.73	$	0.62

The following instruments were excluded for purposes of calculating weighted average common share equivalents in the computation of diluted earnings per share as their effect would have been anti-dilutive for the six months ended June 30, 2023 and 2022:

	Six Months Ended June 30,
	2023		2022
Time-vested restricted stock units (“RSUs”)		—		2
Performance-based RSUs		783		892
Equity warrants to purchase common stock		—		1,684

16. EMPLOYEE BENEFIT PLANS

Incentive Compensation—The incentive compensation plan for non-executive employees allows the Company to pay up to 2.5% of the employee’s annual earnings upon achieving a specified financial and safety performance metrics. The Company also has an executive/senior management plan for certain corporate and business unit management employees. Under this plan, the bonus is a percentage of each participating employee’s base salary based upon each business unit’s achievement of the financial and safety metrics established by the Board of Directors at two levels—a threshold level and a target level. Pursuant to these plans, the Company recognized incentive compensation expense of $4.6 million and $3.5 million for the six months ended June 30, 2023 and 2022, respectively.

401(k) Plan—The Company sponsors a 401(k) Plan (“401(k) Plan”) for its employees. An employee is eligible to participate in the 401(k) Plan immediately upon employment and the Company provides a match of 50% of the first 6% of eligible earnings contributed by the employee with an opportunity for up to an additional 3% match based on performance targets set annually by the board, which require the Company to achieve certain EBITDA targets. The vesting for matching contributions is 25% per year beginning at the end of the second year of employment. Employees are fully vested after completing five years of service to

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the Company. For the six months ended June 30, 2023 and 2022, the matching contribution was $4.0 million and $1.5 million, respectively.

17. INCOME TAXES

During the six months ended June 30, 2023 and 2022, the Company recorded income tax expense of $19.5 million, resulting in an effective tax rate of 26.8%, and income tax expense of $4.5 million, resulting in an effective tax rate of 18.6%, respectively.

The effective tax rate in 2023 is primarily impacted by income tax expense of $1.3 million related to uncertain tax positions. The effective tax rate in 2022 is primarily impacted by an income tax benefit of $5.3 million related to the release of valuation allowances, partially offset by income tax expense of $2.1 million related to uncertain tax positions.

18. COMMITMENTS AND CONTINGENCIES

Environmental Matters—The Company has recorded an estimated liability of $0.3 million as of June 30, 2023 and December 31, 2022 for environmental response costs. Previously, the Company conducted environmental surveys of its former Lafayette Facility located at the Lafayette Regional Airport, which the Company vacated in 2001, and determined that limited soil and groundwater contamination exist at two parcels of land at the former facility. An Assessment Report for both parcels was submitted in 2003 (and updated in 2006) to the Louisiana Department of Environmental Quality (“LDEQ”) and the Louisiana Department of Natural Resources (“LDNR”). Approvals for the Assessment Report were received from the LDEQ and LDNR in 2010 and 2011, respectively. Since that time, the Company has performed groundwater sampling of the required groundwater monitor well installations at both parcels and submitted these sampling reports to the LDEQ. Pursuant to an agreement with the LDEQ, the Company provided groundwater sample results semi-annually to the LDEQ for both parcels from 2005 to 2015. The LDEQ approved a reduction in the sampling program from semi-annual to annual groundwater monitoring in 2015. Since 2016, the Company has been providing annual groundwater monitoring reports to LDEQ. In 2019, at the request of LDEQ, PHI developed a Corrective Action Plan (“CAP”) to address the remaining constituents above Risk Evaluation / Correction Action Program (“RECAP”) standards. Upon approval from LDEQ, PHI completed the CAP on March 10, 2021. The Company will continue groundwater monitoring in accordance with the LDEQ until site closure. Based on the Company’s working relationship and agreements with the LDEQ, and the results of ongoing former facility parcel monitoring, the Company believes that ultimate remediation costs for the subject parcels will not be material to the condensed consolidated financial position, operations or cash flows.

Legal Matters—From time to time, the Company is involved in various legal actions incidental to its business, including actions relating to employee claims, medical malpractice claims, tax issues, grievance hearings before labor regulatory agencies, and miscellaneous third-party tort actions. The outcome of these proceedings is not predictable. However, based on current circumstances, the Company does not believe that the ultimate resolution of its presently pending proceedings, after considering available defenses and any insurance coverage or indemnification rights, will have a material impact on its financial position, results of operations or cash flows.

Guarantees—In the normal course of business with customers, vendors, and others, the Company provides guarantees, performance, and payment bonds pursuant to certain agreements. The aggregate amount of these guarantees and bonds was $0.9 million as of June 30, 2023 and December 31, 2022.

Hurricane Ida—On August 29, 2021, Hurricane Ida made landfall in southeast Louisiana as a Category 4 storm with heavy rainfall and widespread power outages. Hurricane Ida resulted in substantial damage to several of the Company’s operating bases, particularly with respect to the Houma, Louisiana facility. The costs associated with personnel and equipment evacuation, facility repairs and debris removal and equipment replacement are largely covered by the Company’s insurance policies. Through April 2023, all of

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the excess of advance payments received over expenditures incurred was included in accrued and other current liabilities on the condensed consolidated balance sheet. The Company settled with the insurance company on April 3, 2023 and received a final payment in the amount of $2.4 million associated with these claims. The contingency related to the claims was removed from the condensed consolidated balance sheet as of June 30, 2023 as the funds were received with no risk of retraction, and remaining advance payments were recognized as gain on insurance proceeds on the condensed consolidated statement of operations for the six months ended June 30, 2023. The Company recognizes gain on proceeds from insurance settlements in excess of the carrying value of damaged assets.

19. RISKS AND UNCERTAINTIES

War in Ukraine—In February 2022, Russia launched a large-scale invasion of Ukraine. The extent and duration of the war, resulting sanctions and resulting future market disruptions are unknown, but have been and could continue to be significant. The disruptions caused by Russian military action and other actions (including cyberattacks and economic impacts) and the resulting actual and threatened responses to such activity, boycotts or changes in consumer or purchaser preferences, sanctions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, have impacted and may continue to impact Russia’s economy and adversely affect many business sectors around the world, including crude oil, natural gas and refined petroleum. Global prices of crude oil and refined petroleum products increased significantly during late February and through the second quarter of 2022 due to the war with prices returning to pre-conflict levels during the fourth quarter of 2022 into early 2023. Furthermore, governments in the United States and many other countries have imposed economic sanctions on Russia. The governments, or others, could also institute broader sanctions on Russia. Any imposed sanctions, or even threat of further sanctions, could have an adverse impact on the Russian economy, which may also result in Russia taking counter measures or retaliatory actions. As the situation continues to evolve, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for the Company’s services and causing a reduction in revenues. Oil and natural gas-related facilities could be direct targets of terrorist attacks, and the Company’s operations could be adversely impacted if infrastructure integral to its customers’ operations is destroyed or damaged.

Government Grant—The CARES Act became law on March 27, 2020. It was a response to the market volatility and instability resulting from the COVID-19 pandemic and includes provisions to support individuals and businesses in the form of loans, grants, and tax changes, among other types of relief. One of the programs established by the CARES Act is the Provider Relief Fund (“PRF”). These funds, distributed through the PRF and administered by the Department of Health and Human Services, are required to be used to prevent, prepare for and respond to COVID-19 and reimburse expenses or lost revenues attributable the COVID-19 pandemic. Although these distributions are not subject to repayment, attestation and compliance with certain terms and conditions including detailed reporting and auditing are required. Management has concluded that the Company met conditions of the grant funds and has recognized it as other income for the six months ended June 30, 2023 and 2022. The Company received approximately $0.5 million in PRF for the six months ended June 30, 2022. The Company did not receive any funds through the PRF during the six months ended June 30, 2023.

Employee Retention Tax Credit— The Employee Retention Credit (“ERC”) under the CARES Act is a refundable tax credit which encouraged businesses to keep employees on the payroll during the COVID-19 pandemic. Although the program ended on January 1, 2022, the Company performed an analysis during the six months ended June 30, 2023 and determined that it was eligible for additional credits related to 2020 and 2021 wages. The Company recognized an ERC of $5.7 million for the six months ended June 30, 2023 within other income—net on the condensed consolidated statements of operations.

Balance Bill Legislation—In late 2020, Congress enacted legislation intended to protect patients from “surprise” medical bills. Under the No Surprises Act (“NSA”), patients will be protected from unexpected or “surprise” medical bills that could arise from out-of-network emergency care provided at an out-of-network

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facility or at in-network facilities by out-of-network providers and out-of-network nonemergency care provided at in-network facilities without the patient’s informed consent. Effective January 1, 2022, patients are only required to pay the in-network cost-sharing amount, which will be determined through an established formula and will count toward the patient’s health plan deductible and out-of-pocket cost-sharing limits. Providers will generally not be permitted to balance bill patients beyond this cost-sharing amount unless the provider gives the patient notice of the provider’s out-of-network status and delivers to the patient or their health plan an estimate of charges within certain specified timeframes and obtains the patient’s written consent prior to the delivery of care. The NSA also requires rate disputes between payors and out-of-network providers to be resolved through binding arbitration. Pursuant to the independent dispute resolution (“IDR”) process, the payor and provider submit a requested rate and the arbitrator selects one submission without any hearing regarding or modification to the requested rate that is selected. Many states have passed similar legislation. Providers that violate these surprise billing prohibitions may be subject to state enforcement action or federal civil monetary penalties.

PHI Health revenues under the independent provider model (“IPM”) are recorded in the period in which the Company satisfies the performance obligations under contracts by providing services to customers based upon established billing rates net of contractual allowances under agreements with third-party payors and net of uncompensated care allowances. These amounts include estimates of variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Estimates of variable consideration take into consideration a range of possible outcomes which are probability-weighted in accordance with Topic 606 for relevant factors such as current contractual and legislative requirements, known market events and trends, industry data, the Company’s discount policy, historical experience, and forecasted customer payment patterns. The amount of variable consideration which is included in the total transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period. Actual amounts of consideration ultimately received may differ from estimates. If actual results in the future vary from estimates, the Company may need to adjust these estimates, which could affect revenue and earnings in the period such variances become known.

Generally, the Company bills the patients and third-party payors several days after the services are performed, and before any adjustment may be made for the foregoing matters, including with respect to the resolution of any claims under the IDR process. Since the effectiveness of the NSA on January 1, 2022, the majority of PHI Health’s out-of-network claims under IPM contracts have been processed through IDR.

The Company has regularly evaluated IDR outcomes to estimate its constraint on the variable consideration component in IPM contracts. As of December 31, 2022, the number of times the Company was required to participate in the IDR process with respect to service transports performed in 2022 was not sufficiently meaningful for making any determination with respect to any retroactive adjustment of amounts billed to patients and third-party payors in 2022. However, as of June 30, 2023, the Company has been required to participate in the IDR process a sufficient number of times to derive an estimate regarding the Company’s success rate. Based on the IDR proceedings through June 30, 2023, the Company was able to determine that most IDR proceedings were determined in the Company’s favor and as a result, the Company incorporated the most recent IDR results data into the historical revenue constraint established with respect to the 2022 and 2023 out-of-network transports under the IPM, resulting in PHI Health recognizing $19.3 million of revenue in the six months ended June 30, 2023 as a result of change in estimate associated with 2022 dates of service transports.

20. RELATED-PARTY TRANSACTIONS

PNC Revolving Credit & Term Loan Agreement

In connection with the Company’s execution of the Revolving Credit & Term Loan Agreement with PNC dated October 2, 2020, Texas Exchange Bank agreed to participate as a lender under the $35.0 million term loan facility in the amount of $15.0 million. The majority shareholder of Texas Exchange Bank also controls

F-22

one of the Company’s largest shareholders. Texas Exchange Bank also has the option, following the occurrence of certain credit-related events, such as an event of default, to acquire all (but no less than all) of PNC’s right, title and interest in and to the term loan obligations, any revolver commitments and loan documents for an aggregate amount equal to 100% of the amounts outstanding or payable by the borrowers under the Credit Agreement.

Stock Awards

In January 2022, May 2023 and June 2023, the Company issued awards of 500,000, 487,079 and 362,921 shares of common stock to 5 Essex, LLC for the Company’s CEO’s services. The Company recognized $7.2 million and $5.9 million of stock compensation expense for the six months ended June 30, 2023 and 2022, respectively, as a component of Selling, general and administrative expense on the condensed consolidated statements of operations in respect of these awards. 5 Essex, LLC is an affiliate of Q Investments, a greater than 5% stockholder.

Service Agreement

In June 2023, the board of directors approved, effective January 1, 2023, a service agreement between the Company and Renegade Swish, LLC pursuant to which Renegade Swish, LLC provides certain business support services such as IT, financial analysis, legal, process and system improvement, recruiting and strategic analysis for an annual fee of $3.0 million. Renegade Swish, LLC is an affiliate of Q Investments, a greater than 5% stockholder.

21. EQUITY TRANSACTIONS

Treasury Stock and Creditor Warrant Purchase—During June 2022, the Company repurchased 755,846 shares of common stock at $12.25 per share. These shares have been recorded as Treasury stock on the condensed consolidated balance sheet. Additionally, in June 2022, the Company repurchased 344,534 Adjusted Creditor Warrants at $15.31 per Adjusted Creditor Warrant for $5.3 million (see Note 13).

Tender Offer—On May 8, 2023, the Company launched a tender offer to purchase and redeem up to $20 million in aggregate principal amount of (i) its common stock at a purchase price of $12.00 per share, (ii) its Adjusted Creditor Warrants at a purchase price of $15.00 per warrant and (iii) its Unadjusted Creditor Warrants at a price of $12.00 per warrant, in each case net to seller in cash and without interest upon the terms and subject to the conditions set forth in the tender offer. The tender offer expired on June 6, 2023. A total of 1,075,831 shares of common stock, 106,343 Adjusted Creditor Warrants and 290,178 Unadjusted Creditor Warrants were validly tendered and not withdrawn in the tender offer. The Company accepted for purchase all such securities for an aggregate purchase price of approximately $12.9 million for common stock tendered, $1.6 million for Adjusted Creditor Warrants tendered and $3.5 million for Unadjusted Creditor Warrants tendered.

22. BUSINESS SEGMENT INFORMATION

The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s business is organized into three separate segments, which are described below:

PHI Americas: The PHI Americas business unit, headquartered in Lafayette, Louisiana, provides helicopter services primarily for the major integrated and independent oil and gas production companies transporting personnel and, to a lesser extent, parts and equipment to, from, and among offshore platforms in the Gulf of Mexico, Canada and Trinidad. PHI Americas also includes technical services such as (1) helicopter repair and overhaul services for flight operations customers that own their aircraft, (2) services to governmental customers, and (3) software services to certain oil and gas customers for the purpose of passenger check-in and compliance verification.

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PHI International: The PHI International business unit, headquartered in Perth, Australia, provides helicopter services primarily for the major integrated and independent oil and gas production companies transporting personnel or equipment to a number of foreign countries such as Australia, New Zealand, Cyprus, the Philippines and West Africa. During the year ended December 31, 2022, the Company announced an internal reorganization of the PHI International business unit, which includes changes to various roles, responsibilities and reporting lines as well as the relocation of the PHI International headquarters from Nelson, New Zealand to Perth, Australia. The primary purpose of the reorganization is to better position the Company for future growth opportunities. The reorganization was completed during the second quarter of 2023. During the six months ended June 30, 2023 and 2022, the Company recognized $0.1 million and $0.6 million in reorganization costs, including severance and retention benefits as well as relocation, recruiting and training costs which were recorded as follows in the condensed consolidated statement of operations:

	Six Months Ended June 30,
	2023		2022
Direct expenses	$	6	$	53
Selling, general and administrative		93		519
Total	$	99	$	572

PHI Health: The PHI Health business unit is headquartered in Phoenix, Arizona. PHI Health provides air medical transportation services for hospitals and emergency service agencies in the U.S. PHI Health operates primarily under the IPM program and, to a lesser extent, under the traditional provider model (“TPM”) program. Under the IPM, the Company has no contracts, no fixed revenue stream and competes for transport referrals daily with other independent operators in the area. Under the TPM, the Company has contracts directly with specific hospitals to provide their medical transportation services, with the contracts typically awarded through a competitive bidding process.

The Company’s operations are managed by senior executives who report to the Chief Executive Officer. Discrete financial information is available for PHI Americas, PHI International and PHI Health, and the Chief Executive Officer uses the operating results of each of the operating segments for performance evaluation and resource allocation. The remainder of the Company’s operations, which are not significant enough on a stand-alone basis to warrant treatment as an operating segment, are presented as “Corporate” and primarily are comprised of interest expense on holding company debt and unallocated corporate costs and activities.

The chief operating decision maker uses Adjusted EBITDA as the primary measure for reviewing profitability of each segment, and therefore, the Company has presented Adjusted EBITDA for all segments. Adjusted EBITDA is defined as earnings adjusted to exclude interest expense, income tax expense, depreciation and amortization, restructuring activities, severance cost, and other unusual items. Segment revenues include intersegment sales to affiliated subsidiaries, which are eliminated in consolidation. Affiliated sales are recognized on the basis of prevailing market or at levels provided for under contractual agreements. Adjusted EBITDA is derived from revenues and expenses directly associated with each segment. The following table presents revenue disaggregated by reportable segments:

	Six Months Ended June 30,
	2023		2022
Operating revenues—net:
PHI Americas	$	155,556	$	144,399
PHI International		85,548		72,787
PHI Health		187,294		140,644
Consolidated operating revenues—net	$	428,398	$	357,830

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The following table presents Adjusted EBITDA disaggregated by segment, and reconciliation to net income:

	Six Months Ended June 30,
	2023			2022
PHI Americas	$	33,321		$	29,132
PHI International		8,818			9,975
PHI Health		52,303			15,490
Total segment adjusted EBITDA	$	94,442		$	54,597
Add (deduct):
Depreciation and amortization		(26,310	)		(24,466	)
Income tax expense		(19,487	)		(4,514	)
Interest expense		(1,298	)		(840	)
Interest income		869			28
Equity-based compensation		(11,127	)		(7,209	)
Gain on vendor claims, insurance and warranty		14,399			965
Employee retention credit		5,749			—
Severance and retention costs		(1,522	)		(2,608	)
Foreign exchange gains		4,287			5,801
Gain (loss) on diposal of assets		(689	)		232
Settlement of customer claim		—			3,016
PHI International reorganization		(99	)		(572	)
Asset impairment charges		(2	)		(12	)
Unallocated selling, general and administrative		(5,110	)		(3,405	)
Other adjustments—net(1)		(745	)		(1,275	)
Net income	$	53,357		$	19,738

(1) Other adjustments—net consists of primarily costs related to special projects, director and officer run-off insurance related to the Company’s predecessor Chapter 11 bankruptcy filing, contractual adjustment to customer credits, a gain associated with the cancellation of an aircraft lease and office lease and the CARES Act grant.

The following table presents total assets and capital expenditures disaggregated by segment. Corporate assets primarily consist of cash, short-term investments and deferred tax assets:

	June 30, 2023		December 31, 2022
Assets
PHI Americas	$	225,180	$	228,762
PHI International		156,343		143,558
PHI Health		296,504		247,884
Corporate		72,178		91,159
Consolidated Total Assets	$	750,205	$	711,363
	Six Months Ended June 30,
	2023		2022
Capital Expenditures
PHI Americas	$	12,606	$	11,473
PHI International		1,792		2,139
PHI Health		7,422		4,770
Corporate		—		182
Consolidated Capital Expenditures	$	21,820	$	18,564

F-25

Below is a summary of operating revenues—net by geography:

	Six Months Ended June 30,
	2023		2022
United States	$	332,697	$	275,013
Australia		62,761		51,187
Other		32,940		31,630
Total operating revenue—net	$	428,398	$	357,830

Below is a summary of total assets by geography:

	June 30, 2023		December 31, 2022
United States	$	574,386	$	543,742
Australia		107,616		94,502
Other international locations		68,203		73,119
Total long-lived assets	$	750,205	$	711,363

Below is a summary of operating revenues—net by major customers that individually exceed 10% of total operating revenues—net:

	Six Months Ended June 30,
	2023		2022
Customer A	$	65,704	$	67,590
Other		362,694		290,240
Total operating revenues—net	$	428,398	$	357,830

The Company also carried accounts receivable from this same customer totaling 9.1% and 11.5% of net trade receivables on June 30, 2023 and December 31, 2022, respectively.

23. SUBSEQUENT EVENTS

The Company evaluated subsequent events from June 30, 2023, the date of these condensed consolidated financial statements, through August 25, 2023, which represents the date the condensed consolidated financial statements were issued, for events requiring adjustment to or disclosure in these condensed consolidated financial statements and determined that there are no events that require adjustment to or disclosure in these condensed consolidated financial statements.

F-26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of PHI Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of PHI Group, Inc. and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

New Orleans, Louisiana

July 21, 2023

We have served as the Company’s auditor since 1999.

F-27

PHI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	December 31,
	2022			2021
ASSETS
Cash and cash equivalents	$	61,166		$	62,984
Short-term investments		6,287			—
Accounts receivable, net
Trade, net		224,627			183,155
Other, net		5,878			5,950
Inventories of spare parts		43,047			35,261
Prepaid expenses and other current assets		7,026			9,623
Assets held for sale		551			2,166
Total current assets		348,582			299,139
Property and equipment, net		241,293			260,792
Right-of-use assets		87,904			73,612
Restricted cash and cash equivalents		1,913			1,992
Deferred income taxes		15,434			6,247
Intangible assets, net		7,433			9,460
Other assets		8,804			6,372
Total assets	$	711,363		$	657,614
LIABILITIES & SHAREHOLDERS’ EQUITY:
Accounts payable		51,103			48,534
Accrued and other current liabilities		52,702			56,770
Current portion of operating lease liabilities		22,054			17,811
Current portion of finance lease liabilities		92			103
Current maturities of long-term debt		4,000			7,000
Total current liabilities		129,951			130,218
Long-term debt		18,315			19,929
Deferred income taxes		1,202			1,515
Long-term operating lease liabilities		68,347			57,347
Long-term finance lease liabilities		157			92
Unrecognized tax benefits		15,421			16,639
Other long-term liabilities		5,155			5,596
Total liabilities	$	238,548		$	231,336
COMMITMENTS AND CONTINGENCIES (NOTE 19)
SHAREHOLDERS’ EQUITY
Voting common stock—par value of $0.001; 100,000,000 shares authorized, 24,356,577 and 24,623,086 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively		24			24
Additional paid-in capital		427,795			424,822
Treasury stock		(9,855	)		—
Accumulated other comprehensive income		669			5,044
Retained earnings (accumulated deficit)		54,182			(3,612	)
Total shareholders’ equity	$	472,815		$	426,278
Total liabilities and shareholders’ equity	$	711,363		$	657,614

The accompanying notes are an integral part of these consolidated financial statements.

F-28

PHI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Year Ended December 31,
	2022			2021
Operating revenues—net	$	760,286		$	690,565
Operating expenses:
Direct expenses		638,935			541,349
Selling, general and administrative		72,452			52,776
Impairment of assets		693			2,597
Gain on insurance proceeds		(3,001	)		—
Loss (gain) on disposal of assets		(606	)		1,194
Equity in loss (income) of unconsolidated affiliate		(374	)		35
Operating income		52,187			92,614
Interest expense		1,812			2,466
Other income—net		(6,113	)		(1,893	)
Income before income taxes		56,488			92,041
Income tax (benefit) expense		(1,134	)		22,230
Net income	$	57,622		$	69,811
Earnings per share:
Basic	$	1.88		$	2.24
Diluted	$	1.85		$	2.22
Weighted average common shares outstanding
Basic		30,703			31,176
Diluted		31,129			31,440

The accompanying notes are an integral part of these consolidated financial statements.

F-29

PHI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Year Ended December 31,
	2022			2021
Net income	$	57,622		$	69,811
Currency translation adjustments		(4,405	)		(2,897	)
Unrealized gain on available-for-sale securities		30			—
Total comprehensive income	$	53,247		$	66,914

The accompanying notes are an integral part of these consolidated financial statements.

F-30

PHI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

	Shares Outstanding			Par Value			Treasury Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income			Retained Earnings (accumulated deficit)			Total Stockholders’ Equity
Balance at December 31, 2020		26,462		$	26					$	411,941		$	7,941		$	18,211		$	438,119
Net income		—			—			—			—			—			69,811			69,811
Stock-based compensation		—			—			—			2,510			—			—			2,510
Cancellation of common stock(1)		(1,851	)		(2	)		—			2			—			—			—
Conversion of warrants into common stock		12			—			—			—			—			—			—
Dividends paid		—			—			—			—			—			(79,409	)		(79,409	)
Dividends payable to holders of RSU awards		—			—			—			—			—			(1,856	)		(1,856	)
PIK dividends to warrant holders		—			—			—			10,369			—			(10,369	)		—
Currency translation adjustment		—			—			—			—			(2,897	)		—			(2,897	)
Balance at December 31, 2021		24,623		$	24		$	—		$	424,822		$	5,044		$	(3,612	)	$	426,278
Net income		—			—			—			—			—			57,622			57,622
Dividend rights forfeited by RSU holders		—			—			—			—			—			172			172
Stock-based compensation expense for issuance of common stock		500			1			—			5,939			—			—			5,940
Conversion of warrants into common stock		51			—			—			100			—			—			100
Stock-based compensation		—			—			—			2,210			—			—			2,210
Treasury stock purchase(1)		(817	)		(1	)		(9,855	)		—			—			—			(9,856	)
Purchase of creditor warrants(1)		—			—			—			(5,276	)		—			—			(5,276	)
Unrealized gain on available-for-sale securities														30						30
Currency translation adjustment		—			—			—			—			(4,405	)		—			(4,405	)
Balance at December 31, 2022		24,357		$	24		$	(9,855	)	$	427,795		$	669		$	54,182		$	472,815

(1) See Note 22 for further information into cancellation of common stock held in reserve, treasury stock purchase and creditor warrant purchase.

The accompanying notes are an integral part of these consolidated financial statements.

F-31

PHI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year ended December 31,
	2022			2021
Cash flows from operating activities:
Net income	$	57,622		$	69,811
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		55,904			48,182
Asset impairment charges		693			2,597
Share-based compensation		8,149			2,510
Deferred income tax expense (benefit)		(9,749	)		2,970
Gain on insurance settlements		(3,001	)		—
(Gain) loss on disposal of assets		(606	)		1,194
Equity in (income) loss of unconsolidated affiliate		(374	)		35
Provision for inventory valuation reserves		1,145			1,481
Changes in operating assets and liabilities:
Increase in accounts receivable		(43,374	)		(34,004	)
Increase in inventories of spare parts		(7,619	)		(7,097	)
Decrease in prepaid expenses and other current assets		2,489			158
Increase in other non-current assets		(4,608	)		(3,125	)
Increase (decrease) in accounts payable and accrued liabilities		(1,066	)		15,690
Increase (decrease) in other non-current liabilities		(1,385	)		8,894
Net cash from operating activities		54,220			109,296
Cash flows from investing activities:
Capital expenditures		(36,891	)		(28,209	)
Proceeds from asset dispositions		1,996			424
Purchase of short-term investments		(21,257	)		—
Maturities of short-term investments		15,000			—
Proceeds from insurance settlements		4,824			3,053
Net cash used in investing activities		(36,328	)		(24,732	)
Cash flows from financing activities:
Share and creditor warrant purchases		(15,131	)		—
Deferred financing costs		(272	)		—
Proceeds from warrant exercises		100			—
Principal payments on PNC term loan		(4,750	)		(7,000	)
Dividends paid		—			(79,409	)
Net cash used in financing activities		(20,053	)		(86,409	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		264			(515	)
Net change in cash and cash equivalents and restricted cash		(1,897	)		(2,360	)
Cash and cash equivalents and restricted cash at beginning of period		64,976			67,336
Cash and cash equivalents and restricted cash at end of period	$	63,079		$	64,976
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,036		$	1,917
Cash paid for income taxes	$	5,285		$	2,874
Supplemental disclosure of non-cash investing and financing activities
Other current liabilities and accrued payables related to purchase of property	$	2,450		$	8,790
Unrealized gain on available-for-sale securities	$	30		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-32

PHI GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts or as otherwise indicated)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

PHI Group, Inc. and its subsidiaries (the “Company”) provides air medical transportation services for hospitals and emergency service agencies, transportation services to, from, and among offshore facilities for customers engaged in the oil and gas exploration, development, and production industry, as well as aircraft maintenance and repair services in North America to third parties.

Basis of Presentation—The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates—The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.

Segment Information—Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s business is organized into three separate segments, which are described below:

PHI Americas: The PHI Americas business unit, headquartered in Lafayette, Louisiana, provides helicopter services primarily for the major integrated and independent oil and gas production companies transporting personnel and, to a lesser extent, parts and equipment to, from, and among offshore platforms in the Gulf of Mexico, Canada and Trinidad. PHI Americas also includes technical services such as (1) helicopter repair and overhaul services for flight operations customers that own their aircraft, (2) services to governmental customers, and (3) software services to certain oil and gas customers for the purpose of passenger check-in and compliance verification.

PHI International: The PHI International business unit, headquartered in Perth, Australia, provides helicopter services primarily for the major integrated and independent oil and gas production companies transporting personnel or equipment to a number of foreign countries such as Australia, New Zealand, Cyprus, the Philippines and West Africa. During the year ended December 31, 2022, the Company announced an internal reorganization of the PHI International business unit, which includes changes to various roles, responsibilities and reporting lines as well as the relocation of the PHI International headquarters from Nelson, New Zealand to Perth, Australia. The primary purpose of the reorganization is to better position the Company for future growth opportunities. The reorganization was completed during the second quarter of 2023. During the year ended December 31, 2022, the Company recognized $2.9 million in reorganization costs, including severance and retention benefits as well as relocation, recruiting and training costs which were recorded as follows in the consolidated statement of operations:

	December 31, 2022
Direct expenses	$	563
Selling, general and administrative		2,303
Total	$	2,866

F-33

PHI Health: The PHI Health business unit is headquartered in Phoenix, Arizona. PHI Health provides air medical transportation services for hospitals and emergency service agencies in the U.S. PHI Health operates primarily under the independent provider model (“IPM”) program and, to a lesser extent, under the traditional provider model (“TPM”) program. Under the IPM, the Company has no contracts, no fixed revenue stream and competes for transport referrals daily with other independent operators in the area. Under the TPM, the Company has contracts directly with specific hospitals to provide their medical transportation services, with the contracts typically awarded through a competitive bidding process.

Cash and Cash Equivalents—The Company considers all highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. Cash and cash equivalents consist of cash deposits, treasuries, certificates of deposit, and money market funds.

Restricted Cash and Cash Equivalents—The Company classifies all cash whose use is limited by contractual provisions as restricted cash. Restricted cash consists primarily of cash securing outstanding letters of credit and cash collateral for a travel card program. The Company classifies restricted cash as current or non-current based on the remaining term of the restriction.

The following tables provide a reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported within the consolidated balance sheets that total to the amounts shown in the consolidated statements of cash flows for the Company:

	December 31,
	2022		2021
Cash and cash equivalents	$	61,166	$	62,984
Restricted cash and cash equivalents		1,913		1,992
Total	$	63,079	$	64,976

Short-Term Investments—Short-term investments consist of U.S. treasury bills that are classified as available-for-sale pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, Investments—Debt and Equity Securities. The Company classifies short-term investments available to fund current operations as current assets on its consolidated balance sheets. Debt securities are carried at fair value with unrealized gains and losses included as a component of accumulated other comprehensive income, which is a separate component of shareholders’ equity, until such gains and losses are realized. The fair value of these securities is based on quoted prices for identical or similar assets. If a decline in the fair value is considered other-than-temporary, based on available evidence, the unrealized gain/(loss) is transferred from other comprehensive income/(loss) to other income/(expense) in the consolidated statements of operations and comprehensive income.

The Company determines the appropriate classification of its investments at the time of purchase and re-evaluates the designations annually. The Company may sell certain investments prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and duration management. The Company reviews its debt securities for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers the intent to sell, or whether it is more likely than not that the Company will be required to sell, the investment before recovery of the investment’s amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, the severity and the duration of the impairment and changes in value subsequent to year end. If the Company believes that an other-than-temporary decline exists in one of these securities, the Company will write down these investments to fair value and realized gains and losses are included in other income/(expense) in the consolidated statements of operations and comprehensive income.

Accounts Receivables, Net—Trade and other receivables are stated at net realizable value. The Company regularly monitors the accounts receivable from its customers to assess collectability. The allowance for

F-34

doubtful accounts is established based on reviews of individual customer accounts, recent loss experience, current economic conditions, and other pertinent factors. PHI Health trade receivables are presented net of allowances for contractual discounts and uncompensated care. The Company estimates contractual allowances and uncompensated care based on historical collection experience by payor category. The main payor categories are Medicare, Medicaid, private insurance, and self-pay. The Company analyzes its historical payment of accounts by payor category monthly, and adjusts its allowances based upon each category’s historical collection percentage plus any adjustments for current trends in payor behavior.

Concentration of Credit Risk—Substantially all of the Company’s cash is maintained in a limited number of financial institutions in amounts that typically exceed federally insured limits. The Company has not experienced any losses in such accounts and based on current circumstances, does not believe that it is exposed to significant credit risk.

The Company’s largest customer accounted for 18.6% and 15.7% of operating revenues-net for the years ended December 31, 2022 and 2021, respectively. The Company also carried accounts receivable from this same customer totaling 11.5% and 13.9% of net trade receivables on December 31, 2022 and 2021, respectively.

Allowance for Doubtful Accounts—PHI conducts business with major and independent oil and gas exploration and production companies. The Company also provides services to major medical centers. The Company continually evaluates the financial strength of its customers, but generally does not require collateral to secure its customer receivables. The Company establishes an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, current market conditions, and other information. Amounts determined to be uncollectible are charged or written off against the allowance. As of December 31, 2022 and 2021, the Company recorded an allowance for doubtful accounts of $426.7 million and $297.9 million, respectively, as an offset to accounts receivable on the consolidated balance sheets. During the years ended December 31, 2022 and 2021, the Company collected $3.0 million and $12.2 million, net of certain fees paid to a third-party that assisted in collection efforts, respectively, related to receivables from a customer that were previously deemed uncollectable and charged to bad debt expense in prior periods, which is included as a reduction of direct expenses in the Company’s consolidated statement of operations (see Note 18).

Allowances for Contractual Discounts and Uncompensated Care—Trade receivables representing amounts due pursuant to PHI Health IPM services are carried net of an allowance for estimated contractual adjustments and uncompensated care on unsettled invoices. The Company monitors its historical collection experience by payor category and updates its estimated collections to be realized as deemed necessary.

Inventories of Spare Parts—The Company’s inventories of spare parts are stated at average cost and consist primarily of spare aircraft parts. Portions of the Company’s inventories are used parts that are often exchanged with parts removed from aircraft, reworked to a useable condition according to manufacturers’ and Federal Aviation Administration (“FAA”) specifications, and returned to inventory. Reusable aircraft parts are included in inventory at the average cost of comparable parts. The parts rework costs are expensed as incurred. The Company also records an allowance for obsolete and slow-moving parts, relying principally on specific identification of such inventory.

Equity Method Investments—The Company applies the equity method of accounting for investments in unconsolidated entities if the Company is able to exercise significant influence over the operating and financial policies of the entity. The Company reports its share of earnings or losses of equity method investees in the accompanying consolidated statements of operations as equity in loss (income) of unconsolidated affiliate under operating income as the nature of the unconsolidated entity’s activities is consistent with the Company’s core business. The Company reports the equity method investment in the accompanying consolidated balance sheets within other assets.

Assets Held for Sale—The Company considers businesses or assets to be held for sale when all of the following criteria are met: (a) management commits to a plan to sell the business or asset; (b) the business

F-35

or asset is available for immediate sale in its present condition; (c) actions required to complete the sale of the business or asset have been initiated; (d) the sale of the business or asset is probable and the Company expects the completed sale will occur within one year; (e) the business or asset is actively being marketed for sale at a price that is believed to be reasonable given its current fair value; and (f) it is unlikely that the plan to sell will be significantly modified or withdrawn.

Upon designation as held for sale, the Company records the carrying value of each business or asset at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and ceases recording depreciation. If at any time these criteria are no longer met, subject to certain exceptions, the assets previously classified as held for sale are reclassified as held and used and measured individually at the lower of the following: (a) the carrying amount before being classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the asset been continuously classified as held and used or (b) the fair value at the date of the subsequent decision not to sell.

Property and Equipment, Net—Property and equipment is carried at historical cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the following asset categories: aircraft main frames over 5 to 15 years, other equipment over 3 to 10 years and leasehold improvements are amortized over the shorter of the life of the respective asset or the term of the lease agreement and range from 6 to 10 years. Rotables and major components are depreciated based on usage through planned overhauls.

Major overhauls and rotable parts are capitalized and classified along with flight equipment as fixed assets. Rotable parts are normally depreciated over their useful lives or the remaining service lives of the related equipment. The cost of scheduled inspections for flight equipment is charged to maintenance expense as incurred. The Company charges maintenance and repair costs to earnings as the costs are incurred. The cost of certain aircraft components is covered under contractual arrangements with the applicable aircraft manufacturer, commonly referred to as “power-by-the-hour” contracts. Under these agreements, the Company is charged an agreed amount per hour of flying time. The costs charged under these contractual arrangements are recognized in the period in which the flight hours occur. To the extent that the Company has not yet been billed for costs incurred under these arrangements, these costs are included in accrued expenses on the consolidated balance sheets. Modifications that enhance the operating performance or extend the useful lives of the aircraft are capitalized and depreciated over the remaining life of the aircraft. Upon selling or otherwise disposing of property and equipment, the Company removes the cost and accumulated depreciation from the accounts and reflects any resulting gain or loss in earnings at the time of sale or other disposition.

Intangible Assets, Net—Intangible assets include tradenames. Intangible assets with finite useful lives are amortized over estimated useful lives on a straight-line basis. Tradenames have an estimated original useful life of seven years.

Impairment of Long-Lived and Intangible Assets—The Company reviews its long-lived assets, which include property and equipment, net and intangible assets, net, for impairment when events or a change of circumstances indicate that the carrying amount of any such asset may not be recoverable. The determination of recoverability is made based upon the estimated undiscounted future net cash flows. In such evaluation, the estimated future undiscounted cash flows generated by a particular asset group are compared with the carrying value of the asset group to determine if an impairment charge is necessary. The Company measures recoverability of assets to be held and used by comparing the carrying amount of an asset to future undiscounted net cash flows that it expects the asset to generate. If an asset group fails the undiscounted cash flow test, the Company compares the market value to the carrying value of each asset group to determine if impairment exists (considered Level 3, as defined by FASB ASC 820, Fair Value Measurements and Disclosures). If the Company determines that an asset is impaired, the Company recognizes that impairment amount, which is measured by the amount that the carrying value of the asset exceeds its fair value.

In addition to the periodic review of its active long-lived assets for impairment when circumstances warrant, the Company also performs a review of its parked aircraft not expected to return to service within the year

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or whenever changes in circumstances indicate the carrying amount of an aircraft may not be recoverable. Management estimates the fair value of each aircraft not expected to return to service by considering items such as the aircraft’s age, length of time parked, likelihood of return to active service, and actual recent sales of similar aircraft. For more significant aircraft carrying values, the Company obtains an estimate of the fair value of the parked aircraft from third-party appraisers for use in the determination of fair value estimates. The Company records an impairment charge when the carrying value of a parked aircraft not expected to return to active service exceeds its estimated fair market value.

Deferred Financing Costs—Costs incurred to obtain long-term debt financing are deferred and amortized ratably over the term of the related debt agreement.

Revenue Recognition—The Company recognizes revenue in accordance with the following five-step model:

• identify the contract with customers;

• identify performance obligation(s);

• determine transaction price;

• allocate transaction price to the separate performance obligations in the contract; and

• recognize revenue as performance obligations are satisfied.

The Company disaggregates revenue from contracts with customers into customer type (see Note 11). The Company has determined that disaggregating revenue into these categories achieves the disclosure objective in ASC 606, Revenue from Contracts with Customers (“ASC 606”) to depict how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors. Further, disaggregating revenue into these categories is consistent with information regularly reviewed by the Chief Operating Decision Maker in evaluating the financial performance of the Company.

The Company measures revenue as the amount of consideration the Company expects to receive in exchange for the services provided. Taxes collected from customers and remitted to governmental authorities and revenues are reported on a net basis in the consolidated financial statements. Thus, the Company excludes taxes imposed on the customer and collected on behalf of governmental agencies to be remitted to these agencies from the transaction price in determining the revenue related to contracts with a customer.

Payment for goods and services rendered is typically due within 60 days following satisfaction of the performance obligation.

Contract assets and contract liabilities were immaterial as of December 31, 2022 and 2021.

Advance Payments from Medicare—Advance payments from Medicare are accounted for in accordance with ASC 606. The Company accounts for advance payments from Medicare as deferred revenue, included within accrued and other current liabilities on the consolidated balance sheet, until the initial date of recoupment begins per section 3719 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was signed into law on March 27, 2020. Upon the initial date of recoupment, the Company recognizes revenue in proportion to the terms outlined in the Continuing Appropriations Act, 2021 and Other Extensions Act.

Government Grants—The Company accounts for government income grants in accordance with International Accounting Standards 20, “Accounting for Government Grants and Disclosure of Government Assistance” (“IAS 20”), as there is no codified accounting for government grants for business entities under U.S. GAAP. The Company recognizes revenue from grants when there is reasonable assurance that the Company is in compliance with any conditions attached to the grant and it has received the grant. IAS 20 allows two options for presenting grant income on the income statement: (a) separately as other income or (b) as an offset to related expenses. The Company has elected to present grants as other income.

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Income Taxes— Income taxes are accounted for in accordance with the provisions of ASC 740, Income Taxes. The Company provides for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The deferred tax assets and liabilities measurement uses enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect of any tax rate changes in income of the period that includes the enactment date.

In connection with recording deferred income tax assets and liabilities, the Company establishes valuation allowances when necessary to reduce deferred income tax assets to amounts that it believes are more likely than not to be realized. The Company evaluates its deferred tax assets quarterly to determine whether positive or negative adjustments to its valuation allowances are appropriate in light of changes in facts or circumstances, such as changes in tax law or interactions with taxing authorities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Adjustments to the amount of valuation allowances can materially impact the Company’s financial condition and results of operations.

The CARES Act provides numerous tax provisions and other stimulus measures, including temporary suspension of certain payment requirements for the employer portion of Social Security taxes and the creation of certain refundable employee retention credits. These provisions of the CARES Act were applicable to the Company in fiscal year 2021. In December 2020, the Consolidated Appropriations Act, 2021 was enacted and extended this relief to January 1, 2022. The provisions of both Acts did not have a significant impact on the Company’s income taxes.

Foreign Currency Translation—The Company’s consolidated financial statements are reported in U.S. dollars. The Company’s foreign subsidiaries maintain their records primarily in the currency of the country in which they operate. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars using rates of exchange at the balance sheet date. Translation adjustments are recorded in other comprehensive income (loss). Revenues and expenses are translated at exchange rates in effect during the year. Transaction gains and losses are recorded in other income—net within the consolidated statements of operations.

Equity-based Instruments

Restricted Stock Units—The Company accounts for employee stock-based compensation in accordance with the guidance of the FASB ASC Topic 718, Compensation—Stock Compensation which requires all share-based payments to employees to be recognized in the consolidated financial statements based on their grant date fair values. The grant date fair value varies based on the fair market value of a share of common stock at the time of grant, varying valuation methodologies, subjective assumptions and the variety of award types. The Company’s time-vested restricted stock units (“RSUs”) are recognized ratably over the vesting period of the corresponding award. The Company accounts for forfeited shares as they occur. Settlement of the vested RSUs into common stock will not occur until the earlier of i) ten years subsequent to the grant date or ii) upon a change of control event.

Stock Warrants—Following the Company’s Chapter 11 reorganization completed in September 2019, the Company issued creditor and equity warrants to purchase common stock to former debt and equity holders of the legacy Company.

In conjunction with issuance of warrants in 2019 pursuant to the Company’s Chapter 11 reorganization and the grant of the RSUs, the Company obtained a third-party valuation of its common stock, which was also considered in management’s estimation of the value of the equity instruments issued during that period. This third-party valuation was done in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (“AICPA Valuation Guide”). The estimates used by management are considered highly complex and subjective.

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The Option-Pricing Method (“OPM”) was utilized to provide a reliable indication of the value of the equity based on the future outcomes that investors expect that the Company may achieve. This method involves estimating the value of the call options using the Black-Scholes OPM, at a series of exercise prices that coincide with the liquidation and conversion preferences of the common stockholders.

The following significant assumptions were used in the OPM:

• Total Equity Value—Establish total equity value under the Backsolve Method.

• Expected Volatility—The Company estimates volatility by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the grant for a term that is approximately equal to the instrument’s expected term.

• Expected Term—The expected term represents the period that the stock-based instruments are expected to be outstanding. For warrants, the Company has elected to use the expiration dates for the warrants of September 4, 2022 for the warrants issued to former equity holders with an exercise price of $24.98 per share (the “Equity Warrants”) and September 4, 2044 for warrants issued to former unsecured creditors with an exercise price of $0.001 per share (the “Creditor Warrants”) as the respective expected terms. On September 4, 2022, all outstanding Equity Warrants were cancelled upon the expiration date.

• Risk-Free Interest Rate—The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with a term that is equal to the instrument’s expected term at the grant date.

• Dividend Yield— The Company paid a one-time special dividend in November 2021. Prior to that special dividend, no dividends had been paid and the Company does not anticipate paying any future dividends. As such, the dividend yield has been estimated to be zero.

Under the OPM, it was determined the Company’s common stock, Creditor Warrants and RSUs had an allocated per share value of $12.55 while the Equity Warrants had an allocated per share value of $1.27 as of September 4, 2019.

In December 2022, the Company obtained an updated third-party valuation of its common stock, which was also considered in management’s estimation of the value of the equity instruments issued during 2022. The Market Approach, specifically the Prior Transactions Method and the Guideline Public Company Method, along with the Income Approach were utilized to provide a reliable indication of the value of the equity based on the future outcomes that investors expect the Company may achieve. In connection with the 2022 valuation, it was determined that the Company’s common stock and RSUs had a per share value of $11.05 as of December 14, 2022.

Preferred Stock—The Company’s certificate of incorporation provides that the board of directors has the authority, without further action by the stockholders, to issue up to 1,000,000 shares of preferred stock. As of December 31, 2022, no preferred stock has been issued.

Fair Value Measurements—Accounting guidance defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. This guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy for inputs is categorized into three levels based on the reliability of inputs as follows:

Level 1—Quoted market prices in active markets for identical assets or liabilities.

Level 2—Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3—Unobservable inputs that are not corroborated by market data.

Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets. These items are traded with sufficient frequency and volume to provide pricing on an ongoing basis. Level 2 inputs reflect quoted prices for identical assets or liabilities that are not actively traded. These items may not be

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traded daily; examples include commercial paper, corporate bonds and U.S. government agencies debt. There have been no reclassifications of assets between Level 1 and Level 2 investments during the periods covered by these consolidated financial statements. The Company holds no Level 2 or Level 3 investments.

Cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities all had fair values approximating their carrying amounts at December 31, 2022 and 2021. The carrying value of the Company’s long-term debt approximates its fair value (a level 2 measurement) due to its variable interest rate.

Leases—The Company accounts for leases in accordance with ASU 842, Leases. This standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. The Company excludes short-term leases (those with terms of 12 months or less) from the balance sheet presentation and accounts for non-lease and lease components as a single lease component for all asset classes. The Company’s leases are included in right-of-use assets and lease liabilities in the Company’s consolidated balance sheet at December 31, 2022 and 2021.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Financing lease ROU assets should be recognized at the commencement as a non-current asset at the lower of the fair value of the asset, and the present value of minimum lease payments. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease. The lease term includes options to extend when the Company is reasonably certain to exercise the option. The Company is not, however, reasonably certain that the Company will exercise any of the options to extend and as such, they have not been included in the remaining lease terms.

Certain of the Company’s helicopter service contracts contain a lease component. The Company’s typical helicopter service contracts qualify for a practical expedient, which is available to lessors under certain circumstances, to combine the lease and non-lease components and account for the combined component in accordance with the accounting treatment for the predominant component. The Company has applied this practical expedient and intends to combine the lease and service components of the Company’s revenue contracts and continue to account for the combined component under ASC 606 (see Note 11).

Earnings per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period, including shares issuable upon exercise of Creditor Warrants and excluding shares issuable upon exercise of Equity Warrants. Diluted earnings per share is computed by dividing diluted net income by the weighted-average number of shares of common stock outstanding for the period, including potentially dilutive securities. For purposes of this period, including potentially dilutive securities. For purposes of this calculation, the Company’s weighted average vested RSUs are considered potential dilutive common shares (see Note 15).

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies various aspects related to the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles of ASC 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. The Company adopted the new standard effective January 1, 2021 and the adoption did not have a material impact on the financial statements and related disclosures.

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Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-13 provide amended guidance for estimating credit losses on certain types of financial instruments based on expected losses and the timing of the recognition of such losses. Expanded disclosures related to the methods used to estimate the losses are also required. The standard is effective for fiscal years beginning after December 15, 2022. The Company is evaluating the application of this ASU and does not expect the adoption of this pronouncement to have a material impact on the consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU is effective for all entities beginning as of its date of effectiveness, March 12, 2020. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarified the scope of ASU 2020-04 indicating that certain optional expedients and exceptions included in ASU 2020-04 are applicable to derivative instruments affected by the market-wide change in interest rates used for discounting, margining, or contract price alignment. The Company will adopt these standards when LIBOR is discontinued and is currently in the process of evaluating the impact on the consolidated financial statements and related disclosures.

3. SHORT-TERM INVESTMENTS

The following table summarizes the amortized cost and estimated fair value of the Company’s U.S. Treasury securities which are considered to be available-for-sale investments and were included in short-term investments on the consolidated balance sheets:

	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury bill	$	6,257	$	30	$	—	$	6,287
	$	6,257	$	30	$	—	$	6,287

Certain short-term securities with original maturities of less than 90 days are included in cash and cash equivalents on the consolidated balance sheets and are not included in the table above. As of December 31, 2022, all short-term investments had contractual maturities within one year. The Company had no short-term investments as of December 31, 2021.

4. FAIR MARKET MEASUREMENTS

The following tables present information about the Company’s financial assets measured at fair value at December 31, 2022, using:

	December 31, 2022
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
U.S. Treasury securities	$	5,016	$	5,016		—		—
Short-term investments:
U.S. Treasury securities		6,287		6,287		—		—
Total assets	$	11,303	$	11,303		—		—

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The Company classifies its U.S. Treasury securities as Level 1 assets under the fair value hierarchy as these assets have been valued using quoted market prices in active markets without any valuation adjustment. During the year ended December 31, 2022, there were no transfers between levels. The Company did not hold any U.S. Treasury Securities as of December 31, 2021.

5. INVESTMENT IN VARIABLE INTEREST ENTITY

Variable Interest Entity—The Company accounts for its investment in PHI Century Limited (“PHIC”) as a variable interest entity, which is defined as an entity that either (a) has insufficient equity to permit the entity to finance its operations without additional subordinated financial support or (b) has equity investors who lack the characteristics of a controlling financial interest. As of December 31, 2022 the Company had a 49% investment in the common stock of PHIC, a Ghanaian entity. The Company acquired the 49% interest on May 26, 2011, PHIC’s date of incorporation. The purpose of PHIC is to provide flight services in Ghana and the West African region. Due to the fact that the Company is not the primary beneficiary, the investment in PHIC is accounted for in accordance with the equity method of accounting.

For the years ended December 31, 2022 and 2021 the Company recorded income of $0.4 million and an immaterial loss, respectively, from its 49% equity ownership. The Company had $1.1 million and $2.4 million of trade receivables from PHIC as of December 31, 2022 and 2021, respectively. The Company’s investment in the common stock of PHIC is included in other assets on the consolidated balance sheets and was $3.2 million and $2.8 million as of December 31, 2022 and 2021, respectively.

6. PROPERTY AND EQUIPMENT, NET

The following table summarizes the Company’s property and equipment:

	December 31,
	2022			2021
Flight equipment	$	329,834		$	319,493
Facility & improvements		9,047			5,527
Operating equipment		10,591			7,017
Data processing equipment		9,729			7,293
Vehicles		1,145			668
Medical equipment		6,466			5,455
Work-in-progress		6,253			11,668
		373,065			357,121
Less: accumulated depreciation		(131,772	)		(96,329	)
Property and equipment, net	$	241,293		$	260,792

Depreciation expense related to property and equipment for the years ended December 31, 2022 and 2021 was $51.0 million and $42.7 million, respectively. These amounts are reported within Direct expenses and selling, general, and administrative expenses in the consolidated statements of operations.

For the year ended December 31, 2022, the Company sold or disposed of one heavy and one medium aircraft. Cash proceeds for the sale of these aircraft and additional spare parts totaled $1.7 million, resulting in a net gain of $0.5 million recorded within gain on disposal of assets on the consolidated statements of operations. These aircraft no longer met the Company’s strategic needs.

No aircraft were sold or disposed of during the year ended December 31, 2021.

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7. INTANGIBLE ASSETS, NET

The Company’s intangible assets consist of the following:

	December 31, 2022									December 31, 2021
	Gross Amount		Accumulated Amortization			Impairment of Assets		Net Carrying Value		Gross Amount		Accumulated Amortization			Impairment of Assets		Net Carrying Value
Tradenames	$	14,383	$	(6,950	)	$	—	$	7,433	$	14,383	$	(4,923	)	$	—	$	9,460
Total	$	14,383	$	(6,950	)	$	—	$	7,433	$	14,383	$	(4,923	)	$	—	$	9,460

Amortization expense related to intangible assets for both the years ended December 31, 2022 and 2021 was $2.0 million. These amounts are reported as Direct expenses in the consolidated statements of operations. The following table summarizes estimated future amortization expense of intangible assets, net for the years ending December 31:

2023	$	2,036
2024		2,036
2025		2,036
2026		1,325
	$	7,433

8. OTHER ASSETS

The following table summarizes the Company’s other assets:

	December 31,
	2022		2021
Investment in unconsolidated affiliate	$	3,152	$	2,778
Deferred mobilization & contract costs		2,315		398
Other deferred costs		2,360		2,315
Noncurrent receivables		977		881
	$	8,804	$	6,372

9. ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following:

	December 31,
	2022		2021
Accrued salaries & wages	$	9,493	$	8,069
Accrued employee bonuses		5,287		8,385
Accrued vacation costs		10,820		10,594
Other employee-related accrued liabilities		10,835		13,658
Accrued non-income taxes		3,355		3,844
Deferred revenue—current		4,208		5,729
Advance payment on insurance policy		5,093		3,344
Income taxes payable		2,566		1,997
Other		1,045		1,150
Total accrued and other current liabilities	$	52,702	$	56,770

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10. DEBT

Listed below is information regarding the Company’s indebtedness. As of December 31, 2022, $19.3 million of the Company’s indebtedness was classified as long-term debt and $4.0 million as short-term debt on the consolidated balance sheet. As of December 31, 2021, $21.0 million of the Company’s indebtedness was classified as long-term debt and $7.0 million as short-term debt on the consolidated balance sheet.

	2022					2021
	Principal			Unamortized Debt Issuance Debt Costs and discount		Principal			Unamortized Debt Issuance Debt Costs and discount
Term loan	$	23,250		$	935	$	28,000		$	1,071
Total indebtedness		23,250			935		28,000			1,071
Less: current maturities		(4,000	)		—		(7,000	)		—
Total long-term debt	$	19,250		$	935	$	21,000		$	1,071

Listed below is information on the future annual maturities of debt as of December 31, 2022:

2023	$	4,000
2024		5,563
2025		13,687
Total	$	23,250

PNC Term Loan and Revolving Credit Agreement—On October 2, 2020, the Company entered into a Revolving Credit and Term Loan Agreement. The credit agreement is comprised of a $35.0 million term loan and a $55.0 million revolving credit facility. The revolving credit facility is reduced by the amount outstanding issued under the letter of credit. As of December 31, 2022, there was no amount outstanding on the revolver. Quarterly loan repayments were required on the term loan beginning January 1, 2021, with the payments totaling 5% throughout the life of the term loan with a 40% balloon payment at maturity. The Company used the proceeds with its available cash to pay off its then-existing term loan agreement. At the Company’s election, borrowings under the term loan bear interest at either the LIBOR rate, plus 4% or the base commercial lending rate as determined by PNC (“Base rate”) plus 3%. The term loan is secured by a first lien on United States based aircraft collateral with a total net book value of approximately $94.0 million as of December 31, 2022. At the Company’s election, borrowings under the revolver bear drawn interest at either the LIBOR rate, plus 3.5% or the Base rate plus 2.5%. The facility fee under the revolving credit facility is 0.50% per annum on the undrawn balance of the facility. The revolver is secured by a first lien on the Company’s domestic accounts receivable and inventory. The credit agreement contains certain customary negative covenants that, among other things, restricted, subject to certain exceptions, the Company’s and each guarantor’s incurrence of additional indebtedness or liens, mergers, dispositions of assets, investments, restricted payments (including dividends), modifications to material agreements, sale and leasebacks, transactions with affiliates, fundamental changes, locations of certain aircraft and acquisitions of assets. Restrictions on dividend payments, among other items, primarily constrained by availability of excess cash on hand, fixed charge coverage ratio, undrawn amount on Revolving Credit Line, and events of default. In addition, the term loan agreement includes a fixed charge coverage ratio covenant of not less than 1.10 to 1, which the Company was in compliance with as of December 31, 2022.

In April 2022, the Company executed an amendment with PNC with respect to the PNC Term Loan and Revolving Credit Agreement. The amendment extended the term of the term loan and revolving credit facility from October 2, 2023 to October 2, 2025. The amendment increased the availability under the revolving credit facility from $55.0 million to $75.0 million and such availability is offset by any outstanding letters of credit. The amendment resulted in no change to the term loan amount available,

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however, the loan quarterly principal payments decreased from $1.75 million to $1.0 million, beginning with the April 2022 payment through January 1, 2024 then increases to $1.5 million per quarter thereafter. The amended agreement increased advance rates against eligible borrowing base collateral and allows the Company to use up to $25.0 million domestic cash as eligible borrowing base collateral. Borrowings under the amended term loan bear interest at the Secured Overnight Financing Rate (“SOFR”), plus the SOFR credit spread, plus 3%. Borrowings under the amended revolver bear drawn interest at the SOFR rate, plus SOFR credit spread, plus 2.5%. The facility fee under the amended revolving credit facility is 0.32% per annum on the undrawn balance of the revolver facility. The amended credit agreement did not result in a change to certain customary negative covenants. For the period ending December 31, 2022 and December 31, 2021, the PNC Term Loan and Revolving Credit Agreement resulted in interest expenses in the amount $1.1 million and $1.6 million respectively.

Letter of Credit—At December 31, 2022 and 2021, the Company had $1.9 million and $2.0 million of outstanding letters of credit, respectively, secured by a like amount of restricted cash, all of which secured certain domestic operations or insurance policies.

11. REVENUE

The following table presents the Company’s revenues disaggregated by type:

	Year Ended December 31,
	2022		2021
Operating Revenue—net:
Oil and Gas Services
PHI Americas	$	305,969	$	266,984
PHI International		151,264		121,561
Air Medical Services
PHI Health		303,053		302,020
Total operating revenue—net	$	760,286	$	690,565

PHI Americas and PHI International Revenue Recognition—The Company’s primary revenues are for the provision of helicopter services to oil and gas customers operating in the Gulf of Mexico and several foreign countries. Revenues are recognized as services are rendered and performance obligations are satisfied over time in accordance with contractual terms, in an amount that reflects the consideration the Company expects to be entitled to in exchange for services rendered. The Company also provides helicopter repair and overhaul services for customers that own their own aircraft, which are generally performed under contracts with agreed-upon rates for labor and materials, for which revenues are recognized as the related services are performed. The revenues generated by helicopter repair and overhaul services are not material to the consolidated results of operations. The Company further offers certain software as a service to the Company’s oil and gas customers which was not material during the years ended December 31, 2022 and 2021. Revenues are recognized when performance obligations are satisfied in accordance with contractual terms, in an amount that reflects the consideration the Company expects to be entitled to in exchange for services rendered.

PHI Health Revenue Recognition—The Company provides helicopter services to hospitals and emergency service providers in several U.S. states, or to individual patients in the U.S. in which case the Company is paid by either a commercial insurance company, federal or state agency, or the patient. PHI Health operates primarily under the independent provider model and, to a lesser extent, under the traditional provider model. Revenues related to the independent provider model services are recorded in the period in which the Company satisfies the performance obligations under contracts by providing services to customers based upon established billing rates net of contractual allowances under agreements with third-party payors and net of uncompensated care allowances. These amounts are due from patients, third-party payors (including health insurers and government programs), and others and includes variable consideration for retroactive

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revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills the patients and third-party payors several days after the services are performed. Revenues generated under the traditional provider model are recognized as performance obligations satisfied over time in accordance with contractual terms, in an amount that reflects the consideration the Company expects to be entitled in exchange for services rendered.

PHI Americas and PHI International Performance Obligations—A performance obligation arises under contracts with customers to render services and is the unit of account under ASC 606. Under the Company’s contracts, the Company provides an integrated service which includes the provision of one or more specified model of helicopter that is readily available, the requisite flight crews, operating and service bases and other ancillary services and equipment needed to execute flights at the customers’ direction. Within this contract type for helicopter services, the Company determined that each contract has a single distinct performance obligation, the provision of helicopter transportation services, because none of the individual goods or services included in the Company’s integrated services are distinct within the context of the Company’s contracts. Operating revenue is derived mainly from fixed-term contracts with customers, a substantial portion of which are competitively bid. A small portion of this revenue is derived from providing services on an “ad-hoc” basis. The Company’s fixed-term contracts typically have original terms of one to ten years (subject to provisions permitting early termination on relatively short notice by the customers with little or no financial penalty), with payment in U.S. dollars. The Company accounts for services rendered separately if they are distinct and the services are separately identifiable from other items provided to a customer and if a customer can benefit from the services rendered on its own or with other resources that are readily available to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts typically include a fixed monthly rate for a particular model of aircraft and an incremental rate based on hours flown, which represents the variable component of a typical contract with a customer. Rates for these services vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. The Company also provides services to clients on an “ad hoc” basis, which usually entails a shorter contract notice period and duration. The charges for ad hoc services are based on an hourly rate or a daily or monthly fixed fee plus additional fees for each hour flown. The nature of the variable charges within the Company’s flight services contracts are not effective until a customer-initiated flight order and the actual hours flown are determined. A contract’s standalone selling prices are determined based upon the prices that the Company charges for services rendered.

The Company has determined that its contracts contain both lease and non-lease components and that the period of use under these contracts is generally the duration of the individual flights provided to customers as this is the period during which the customers control the use of the Company’s helicopters. Therefore, the Company generally recognizes revenue under these customer contracts utilizing flight hours as the measure of output. Revenue is recognized in proportion to total flight hours flown as compared to total expected flight hours over the contract term, which the Company believes represents a faithful depiction of the transfer of services to its customers as the Company believes this measure most meaningfully reflects the value that has been transferred to its customers over the contract term. Since most of the Company’s contracts contain termination for convenience provisions that include short notice periods without significant financial penalty, the amount of revenue the Company recognizes is typically consistent with the amount the Company invoices to its customers monthly which results in substantially the same revenue recognition as allocating the monthly fixed fee and hourly rates to flight hours. The Company typically invoices customers on a monthly basis for revenues earned during the prior month, with payment terms of 30 to 60 days. The Company’s customer arrangements do not contain any significant financing component for customers.

PHI Health Performance Obligations—Performance obligations are determined based upon the nature of the services provided. Under the independent provider model, the Company measures the performance obligation from the moment a patient is loaded into the aircraft until destination is reached. Under this

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model, the Company has no fixed revenue stream and compete for transport referrals daily with other independent operators in the area. As an independent provider, the Company bills for its services on the basis of a flat rate plus a variable charge per patient-loaded mile, regardless of aircraft model, and are typically compensated by private insurance, Medicaid or Medicare, or directly by transported patients who self-pay. The Company recognizes revenues for performance obligations satisfied at a point in time, which generally relate to patients receiving services when: (1) services are provided; and (2) the Company does not believe the patient requires additional services. For the independent provider model, the Company determines the transaction price based upon gross charges for services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with Company policy, and/or implicit price concessions provided to uninsured patients. The Company determines estimates of contractual adjustments and discounts based upon contractual agreements, its discount policy, and historical experience. In assessing collectability, the Company has elected the portfolio approach as a practical expedient. This portfolio approach is being used as the Company has large volume of similar contracts with similar classes of customers. The Company reasonably expects that the effect of applying a portfolio approach to a group of contracts would not differ materially from considering each contract separately. Management’s judgment to group the contracts by portfolio is based on the payment behavior expected in each portfolio category. As a result, aggregating all of the contracts (which are at the patient level) by the particular payor or group of payors, will result in the recognition of the same amount of revenue as applying the analysis at the individual patient level. The Company groups its revenues into categories based on payment behaviors. Each component has its own reimbursement structure which allows the Company to disaggregate the revenue into categories that share the nature and timing of payments.

Under the traditional provider model, the Company contracts directly with the customer to provide their transportation services. These contracts are typically awarded or renewed through competitive bidding and typically permit early termination by the customer on relatively short notice. As a traditional provider, the Company typically bills a fixed monthly rate for aircraft availability and an hourly rate for flight time. For each of these types of helicopter services, the Company has determined that each has a single distinct performance obligation. Traditional provider model services include a fixed monthly rate for a particular model of aircraft, and flight hour services, which represents the variable component of a typical contract with a customer. Rates for these services vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. The variable charges within such contracts are not effective until the customer initiates a flight order and the actual hours flown are determined; therefore, the associated revenue generally cannot be reasonably and reliably estimated beforehand. For the traditional provider model, the Company determines the transaction price based upon standard charges for goods and services provided.

Independent provider revenues are recorded net of contractual allowances under agreements with third-party payors and estimated uncompensated care at the time the services are provided. Contractual allowances and uncompensated care are estimated based on historical collection experience by payor category (consisting mainly of private insurance, Medicaid, Medicare, and self-pay). The allowance percentages calculated are applied to the payor categories, and the necessary adjustments are made to the revenue allowance. Agreements with third-party payors typically provide for payments at amounts less than established charges.

The Company estimates contractual allowances and uncompensated care based on historical collection experience by payor category. The main payor categories are Medicaid, Medicare, private insurance, and self-pay. Changes in payor mix, reimbursement rates and uncompensated care rates are the factors most subject to sensitivity and variability in calculating its allowances. The Company computes a historical payment analysis of accounts by category. The allowance percentages calculated are applied to the payor categories, and the necessary adjustments are made to the revenue allowance.

In determining the allowance estimates for PHI Health’s billing, receivables and revenue, the Company utilizes a historical period of payment history and current trends in payor behavior by each separate payor group, which the Company evaluates on a state-by-state basis. A percentage of amounts collected compared to the total invoice is determined from this process and applied to the current month’s billings and receivables. Self-pay accounts are typically reserved at more than 99% of gross charges. Receivables aged more than one year are regularly scrutinized for collectability in order to determine whether or not an additional allowance is warranted.

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Provisions for contractual discounts and estimated uncompensated care that the Company applied to PHI Health revenues (expressed as a percentage of total independent provider model billings) were as follows:

	Year Ended December 31,
	2022			2021
Provision for contractual discounts		74	%		72	%
Provision for uncompensated care		8	%		9	%

Included in the allowance for uncompensated care above is the value of services to patients who are unable to pay when it is determined that they qualify as charity care and the cost of providing this charity service was:

	Year Ended December 31,
	2022		2021
Value for charity services	$	6,598	$	8,765
Cost for providing charity services		1,475		1,399

The estimated costs of providing charity services are based on a calculation that applies a ratio of costs to the charges for uncompensated charity care. The ratio of costs to charges is based on the PHI Health independent provider model’s total expenses divided by gross patient service revenue.

Revenues attributable to private insurance, Medicare, Medicaid and self-pay as a percentage of net PHI Health independent provider model revenues were as follows:

	Year Ended December 31,
	2022			2021
Insurance		69	%		71	%
Medicare		22	%		20	%
Medicaid		9	%		8	%
Self-pay		0	%		1	%

12. STOCK-BASED COMPENSATION

Compensation expense for the stock-based plans for the years ended December 31, 2022 and 2021 was $8.1 million, which includes $5.9 million stock compensation expense for 500,000 stock awards granted to 5 Essex, LLC for the Company’s CEO’s services, and $2.5 million, respectively and was recorded as a component of Selling, general and administrative expense on the consolidated statements of operations. 5 Essex, LLC is an affiliate of Q Investments, a greater than 5% stockholder.

Equity Incentive Plan

The Company pays a portion of each director’s annual compensation in the form of stock compensation. The Company implemented a Management Incentive Plan (the “MIP”) that was approved under the Company’s plan of reorganization upon emergence, which reserves shares for issuance to employees, directors and consultants of the Company in the form of time-vested or performance-based RSUs.

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The following table summarizes the activity for time-vested RSUs granted to employees:

	Share Units			Weighted Average Grant- Date Fair Value		Remaining Average Contractual Life (in years)		Aggregate Value (in thousands)
Balance at December 31, 2021		281,850		$	12.55		2.00	$	3,537
Granted		20,909			11.05
Vested		(164,475	)		12.55
Forfeited / Cancelled		(29,695	)		12.55
Balance at December 31, 2022		108,589			12.26		1.00	$	1,331

The weighted average grant-date fair value of time-vested RSUs granted to employees during the years-ended December 31, 2022 and 2021 was $11.05 and $12.55 per share, respectively. The total fair value of awards vested during the year ended December 31, 2022 and 2021 was $2.1 million and $1.6 million, respectively. The total fair value of awards forfeited during the year ended December 31, 2022 and 2021 was $0.4 million and $0.4 million, respectively. As of December 31, 2022, there was $1.1 million of unrecognized compensation expense related to time-vested RSUs that was expected to be recognized over a weighted average period of 1.0 year. The Company accounts for forfeited shares as they occur.

The following table summarizes the activity for time-vested restricted stock units granted to non-employee directors:

	Share Units			Weighted Average Grant- Date Fair Value		Remaining Average Contractual Life (in years)		Aggregate Value (in thousands)
Balance at December 31, 2021		65,286		$	12.42		1.00		811
Granted		18,176			11.05
Vested		(83,462	)		12.12
Forfeited / Cancelled		—			—
Balance at December 31, 2022		—							—

The weighted average grant-date fair value of time-vested restricted stock units granted to non-employee directors during the years-ended December 31, 2022 and 2021 was $11.05 and $11.88 per share, respectively. The total fair value of awards that vested during the year ended December 31, 2022 and 2021 was $1.0 million and, $0.8 million, respectively. There were no awards forfeited during the year ended December 31, 2022 or 2021. As of December 31, 2022, there was no unrecognized compensation expense related to RSUs granted to non-employee directors.

The following table summarizes the activity for the performance-based RSUs:

	Share Units			Weighted Average Grant- Date Fair Value		Remaining Average Contractual Life (in years)		Aggregate Value (in thousands)
Balance at December 31, 2021		949,936		$	12.55		8.68		11,922
Granted		48,189			11.05
Vested		—			—
Forfeited / Cancelled		(103,933	)		12.55
Balance at December 31, 2022		894,192		$	12.47		7.77		11,148

The average grant-date fair value of performance based restricted stock units granted during the years ended December 31, 2022 and 2021, was $11.05 and $12.55 per share, respectively. There were no performance

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based restricted stock units vested during the years ended December 31, 2022 or 2021. The total fair value of awards forfeited during the years ended December 31, 2022 and 2021 was $1.3 million and $0.9 million, respectively. The Company’s performance-based RSUs starts vesting after a change of control event with a total enterprise value (“TEV”) greater than $731.3 million. The vesting percentage of performance-based RSU’s is proportional to the change in control TEV achievement as described in the applicable grant agreement. Vesting percentage for achievement greater than $731.3 million will be determined by linear interpolation up to 100%. Conditions related to performance-based RSU’s have not yet occurred and is not considered probable until such an event actually occurs. Accordingly, no compensation cost has been recognized by the Company related to the performance-based RSUs. As of December 31, 2022, there was $11.1 million of unrecognized compensation expense related to performance-based RSUs. Compensation cost related to the Company’s performance-based RSUs will be recognized upon the consummation of a qualifying change-in-control event in accordance with achievement level.

13. STOCK WARRANTS

As of December 31, 2022 and 2021, warrants to purchase 5,689,462 and 7,854,809 shares of common stock, respectively were outstanding. The Equity Warrants were able to be exercised through September 4, 2022 and the Creditor Warrants may be exercised through September 4, 2044. On September 4, 2022, all outstanding Equity Warrants were cancelled upon the expiration date. The warrants do not convey any voting privileges or claims on dividends declared until they are exercised into common stock by the holder.

	Creditor Warrants Exercisable for 1 Share of Common Stock			Warrants: Creditor Warrants Exercisable for 1.25 Shares of Common Stock			Equity Warrants Exercisable for 1 Share of Common Stock
Outstanding at January 1, 2021		6,056,724			—			1,687,650
Warrants exercised		(11,571	)		—			—
Warrants cancelled(1)		(742,143	)		—			—
Warrant conversion adjustment(1)		(3,456,596	)		3,456,596			—
Outstanding at December 31, 2021		1,846,414			3,456,596			1,687,650
Warrants exercised		(32,677	)		(11,492	)		(3,997	)
Warrants cancelled		—			—			(1,683,653	)
Warrant repurchases		—			(344,524	)		—
Outstanding at December 31, 2022		1,813,737			3,100,580			—

(1) See Note 22 for additional information regarding the cancellation of warrants and warrant conversion adjustment presented in the table above.

14. LEASES

Overview—The Company leases certain aircraft, facilities, and equipment used in its operations. The related lease agreements, which include both non-cancelable and month-to-month terms, generally provide for fixed monthly rentals, and certain real estate leases also include renewal options. The Company generally pays all insurance, taxes, and maintenance expenses associated with these leases, and these costs are not included in the lease liability and are recognized in the period in which they are incurred.

Total operating lease expense for the years ended December 31, 2022 and 2021 was $33.6 million and $29.1 million, respectively.

Total short term operating lease expense for the years ended December 31, 2022 and 2021 was $6.7 million and $1.0 million, respectively.

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Total finance lease expense for the years ended December 31, 2022 and 2021 was $0.1 million and $0.1 million, respectively.

During the year ended December 31, 2021, the Company recorded a $2.1 million asset impairment charge related to right of use asset impairments for certain of its leased helicopters. There were no asset impairments for leased helicopters during the year ended December 31, 2022.

Leases as of December 31, 2022 were as follows:

	December 31, 2022
	Operating			Finance			Total
Lease right-of-use-assets	$	87,662		$	242		$	87,904
Lease right-of-use-assets, net	$	87,662		$	242		$	87,904
Current portion of lease liabilities	$	22,054		$	92		$	22,146
Lease liabilities		68,347			157			68,504
Total lease liabilities	$	90,401		$	249		$	90,650
Cash paid for leases	$	25,022		$	101		$	25,123
ROU assets obtained in exchange for lease obligations	$	30,946		$	194		$	31,140
Weighted average remaining lease term		5.33			3.33			5.33
Weighted average discount rate		7.11	%		5.86	%		7.11	%

Leases as of December 31, 2021 were as follows:

	December 31, 2021
	Operating			Finance			Total
Lease right-of-use-assets	$	73,426		$	186		$	73,612
Lease right-of-use-assets, net	$	73,426		$	186		$	73,612
Current portion of lease liabilities		17,811			103			17,914
Lease liabilities	$	57,347		$	92		$	57,439
Total lease liabilities	$	75,158		$	195		$	75,353
Cash paid for leases	$	25,385		$	211		$	25,596
ROU assets obtained in exchange for lease obligations	$	3,385		$	95		$	3,480
Weighted average remaining lease term		6.18			2.70			6.17
Weighted average discount rate		8.20	%		7.15	%		8.20	%

Maturities of lease liabilities at December 31, 2022 were as follows:

	December 31, 2022
	Operating			Finance			Total
2023	$	26,449		$	88		$	26,537
2024		23,113			64			23,177
2025		19,968			78			20,046
2026		14,414			36			14,450
2027		7,511			1			7,512
Thereafter		15,487			7			15,494
Total lease payments	$	106,942		$	274		$	107,216
Less imputed interest		(16,541	)		(25	)		(16,566	)
Total lease payments	$	90,401		$	249		$	90,650

Purchase Options—As of December 31, 2022, the Company had options to purchase aircraft currently under lease becoming exercisable in 2023 through 2028. The purchase price is equal to the then fair market

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value of the aircraft, as mutually agreed by lessor and lessee, plus applicable taxes and other amounts due and owing. Under current conditions, the Company believes that it is unlikely that the Company will exercise these purchase options. Whether the Company exercises these options will depend upon several factors, including market conditions and available cash at the respective exercise dates. The Company did not exercise any purchase options during the year ended December 31, 2022.

15. EARNINGS PER SHARE

The computation of basic and diluted earnings per share (“EPS”) is based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. For the purposes of determining basic EPS, the shares of common stock issuable upon exercise of the Creditor warrants exercisable at $0.001 have been included in the number of outstanding shares. The following table sets forth the computation of basic and diluted earnings per share for the periods indicated:

	Year Ended December 31,
	2022		2021
Numerator:
Net Income	$	57,622	$	69,811
Denominator:
Weighted average common shares outstanding—basic		30,703		31,176
Add—Dilutive potential common shares:
Time-vested restricted stock units (“RSUs”)		426		264
Weighted average common shares outstanding—diluted		31,129		31,440
Earnings per share:
Basic	$	1.88	$	2.24
Diluted	$	1.85	$	2.22

The following instruments were excluded for purposes of calculating weighted average common share equivalents in the computation of diluted earnings per share as their effect would have been anti-dilutive for the years ended December 31, 2022 and 2021:

	Year Ended December 31,
	2022		2021
Time-vested restricted stock units (“RSUs”)		15		—
Performance-based RSUs		894		950
Equity warrants to purchase common stock		—		1,688

16. EMPLOYEE BENEFIT PLANS

Incentive Compensation—The incentive compensation plan for non-executive employees allows the Company to pay up to 2.5% of the employee’s annual earnings upon achieving a specified financial and safety performance metrics. The Company also has an executive/senior management plan for certain corporate and business unit management employees. Under this plan, the bonus is a percentage of each participating employee’s base salary based upon each business unit’s achievement of the financial and safety metrics established by the Board of Directors at two levels—a threshold level and a target level. Pursuant to these plans, the Company recognized incentive compensation expense of $4.0 million and $7.9 million for the years ended December 31, 2022 and December 31, 2021, respectively.

401(k) Plan—The Company sponsors a 401(k) Plan (“401(k) Plan”) for its employees. An employee is eligible to participate in the 401(k) Plan immediately upon employment and the Company provides a match of 50% of the first 6% of eligible earnings contributed by the employee with an opportunity for up to an additional 3% match based on performance targets set annually by the board, which require the Company to

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achieve certain EBITDA targets. The vesting for matching contributions is 25% per year beginning at the end of the second year of employment. Employees are fully vested after completing five years of service to the Company. For the years ended December 31, 2022, and December 31, 2021, the matching contribution was $3.3 million and $7.5 million, respectively.

17. INCOME TAXES

The components of income before income taxes are as follows:

	Year ended December 31,
	2022		2021
United States		49,591		80,879
Foreign		6,897		11,162
Total	$	56,488	$	92,041

The provision for income taxes for the years ended December 31, 2022, and December 31, 2021, consisted of the following:

	Year ended December 31,
	2022			2021
Current	$	—		$	—
Deferred		(6,790	)		—
U.S. federal total:	$	(6,790	)	$	—
Current		1,228			791
Deferred		(1,241	)		—
U.S. state total:	$	(13	)	$	791
Current		7,387			18,469
Deferred		(1,718	)		2,970
Foreign total:	$	5,669		$	21,439
Income tax (benefit) expense	$	(1,134	)	$	22,230

A reconciliation the Company’s statutory income tax rate to its effective income tax rate for each reporting period is as follows:

	Year ended December, 31, 2022						Year ended December, 31, 2021
	Amount			Tax Rate			Amount			Tax Rate
Income taxes at statutory rate	$	11,863			21.0	%	$	19,329			21.0	%
Increase (decrease) in taxes resulting from:
Valuation allowance		(19,472	)		-34.5	%		(16,605	)		-18.0	%
Unrecognized tax benefits		4,265			7.5	%		16,639			18.1	%
Non-deductible expenses		454			0.8	%		676			0.7	%
State income taxes—net of federal benefit		1,285			2.3	%		578			0.6	%
Foreign income tax rate differential		(66	)		-0.1	%		885			1.0	%
Other items—net		537			1.0	%		728			0.8	%
Total	$	(1,134	)		-2.0	%	$	22,230			24.2	%

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant items comprising the Company’s net deferred tax balance at December 31 are as follows:

	Year ended December 31,
	2022			2021
Deferred tax assets:
Foreign tax credits	$	20,567		$	22,216
Inventory valuation		9,463			11,587
Interest disallowance		—			—
Other assets		10,188			9,604
Lease liability		22,809			18,302
Net operating losses		51,527			59,465
Total deferred tax assets—net		114,554			121,174
Valuation allowance		(27,156	)		(47,941	)
Total deferred tax assets—net		87,398			73,233
Deferred tax liabilities:
Tax depreciation in excess of book depreciation		(46,163	)		(42,832	)
Intangibles		(1,708	)		(2,166	)
ROU assets		(22,015	)		(17,752	)
Other liabilities		(3,280	)		(5,752	)
Total deferred tax liabilities		(73,166	)		(68,502	)
Net deferred tax assets		14,232			4,731

The net deferred tax balance decreased $9.5 million from December 31, 2022 to December 31, 2021 as illustrated in the table below:

	Year ended December 31,
	2022			2021
Balance—beginning of period	$	4,731		$	7,393
Increases (reductions) recorded in the provision for income taxes		9,749			(2,970	)
Increases (reductions) recorded in equity		(336	)		308
Reclasses		88			—
Balance—end of period	$	14,232		$	4,731

The future realization of the tax benefits from existing temporary differences and tax attributes ultimately depends on the existence of sufficient taxable income. In assessing the realization of the deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers projected future taxable income, scheduled reversal of existing deferred tax liabilities, and tax planning strategies in making this assessment.

IRC Sections 382 and 383 provide an annual limitation with respect to the ability of a corporation to utilize its tax attributes, as well as certain built-in-losses, against future U.S. taxable income in the event of a change in ownership. The Company’s emergence from the Chapter 11 reorganization in 2019 is considered a change in ownership for purposes of IRC Section 382. As a result, the amount of pre-change net operating losses and other tax attributes that are available to offset future taxable income are subject to an annual limitation. The annual limitation is based on the value of the Company as of the emergence date. The limitation on the amount of net operating losses available to offset taxable income in a specific year may result in the payment of income taxes before all net operating losses have been utilized. Additionally, a subsequent change in ownership may result in further limitation on the ability to utilize existing net operating losses and other tax attributes.

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As of December 31, 2022, the Company has considered all available evidence, both positive and negative, and determined that it is more likely than not that the Company’s net deferred tax assets in certain jurisdictions will not be realized and therefore maintained valuation allowances of $27.2 million. The change in the valuation allowance for years ended December 31, 2022 and 2021 was a decrease of $20.8 million and an increase of $18.7 million, respectively. As of December 31, 2022, the Company has U.S. federal net operating loss carryforwards of $168.2 million which includes $112.7 million that will expire at various dates between 2036 and 2037 and $55.5 million that have an unlimited carryforward period. As of December 31, 2021, the Company has U.S. federal net operating loss carryforwards of $199.0 million which includes $143.5 million that will expire at various dates between 2035 and 2037 and $55.5 million that have an unlimited carryforward period. As of December 31, 2022, the Company has state net operating loss carryforwards of $188.3 million which includes $166.7 million that have an unlimited carryforward period and $21.6 million that will expire at various dates through 2040.

As of December 31, 2022, the Company has foreign tax credits of approximately $20.6 million and general business credits of approximately $1.3 million which expire at various dates through 2029. The Company has a valuation allowance of $20.5 million on these credits as a portion of the credits are not expected to be utilized in future years.

As of December 31, 2022, the Company has $21.1 million net operating loss carryforwards in its various foreign subsidiaries that consists of $13.3 million in Australia that have an unlimited carryforward period, $7.1 million in Cyprus that will expire at various dates through 2027, and $0.7 million in Singapore that have an unlimited carryforward period.

The Company files income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions in which it operates. Therefore, the Company is subject to tax examination by various taxing authorities. The Company is not currently under examination and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period. As of December 31, 2022, the tax years from 2019 to present generally remain open to examination by relevant taxing jurisdictions to which the Company is subject. However, to the extent the Company utilizes net operating losses from years prior to 2019, the statute remains open to the extent of the net operating losses or other credits that are utilized.

During the year ended December 31, 2022 and 2021, the Company paid income taxes of $5.3 million and $2.9 million, respectively.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Year ended December 31,
	2022			2021
Balance—beginning of period	$	8,799		$	—
Additions for tax positions of prior years		—			7,773
Additions related to current period tax positions		978			1,026
Reductions for tax positions of prior years		(136	)		—
Foreign currency (gains)/losses		(2,684	)		—
Settlements for tax positions of prior years		(199	)		—
Balance—end of period	$	6,758		$	8,799

We had $15.4 million and $16.6 million of unrecognized tax benefits at December 31, 2022 and December 31, 2021, respectively, which if recognized, would affect the effective tax rate. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The total amount of interest and penalties recognized on the balance sheet and income tax expense for the year ended December 31, 2022 and 2021 was $0.8 million and $7.8 million, respectively. The total amount of interest and penalties of $8.7 million is included within other long-term liabilities on the consolidated balance sheet as of December 31, 2022.

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18. VALUATION ACCOUNTS

The Company establishes the amount of allowance for doubtful accounts based upon factors relating to the credit risk of specific customers, current market conditions, and other information.

Revenues related to flights generated by the PHI Health segment are recorded net of contractual allowances under agreements with third-party payors and estimated uncompensated care when the services are provided.

	Balance at Beginning of Year		Additions Charged to Costs and Expenses		Deductions(1)			Balance at End of Year
Year ended December 31, 2022
Allowance for doubtful accounts	$	3,673	$	—	$		(7)	$	3,666
Allowance for air medical		294,248		1,150,105		(1,021,273	)		423,080
Year ended December 31, 2021
Allowance for doubtful accounts		4,360		—		(687	)		3,673
Allowance for air medical		313,619		1,111,148		(1,130,519	)		294,248

The following table presents the balance for each valuation account:

(1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for contractual discounts and uncompensated care, such deductions are reduced by recoveries of amounts previously written off.

19. COMMITMENTS AND CONTINGENCIES

Environmental Matters—The Company has recorded an estimated liability of $0.3 million as of December 31, 2022 and 2021 for environmental response costs. Previously, the Company conducted environmental surveys of its former Lafayette Facility located at the Lafayette Regional Airport, which the Company vacated in 2001, and determined that limited soil and groundwater contamination exist at two parcels of land at the former facility. An Assessment Report for both parcels was submitted in 2003 (and updated in 2006) to the Louisiana Department of Environmental Quality (“LDEQ”) and the Louisiana Department of Natural Resources (“LDNR”). Approvals for the Assessment Report were received from the LDEQ and LDNR in 2010 and 2011, respectively. Since that time, the Company has performed groundwater sampling of the required groundwater monitor well installations at both parcels and submitted these sampling reports to the LDEQ. Pursuant to an agreement with the LDEQ, the Company provided groundwater sample results semi-annually to the LDEQ for both parcels from 2005 to 2015. The LDEQ approved a reduction in the sampling program from semi-annual to annual groundwater monitoring in 2015. Since 2016, the Company has been providing annual groundwater monitoring reports to LDEQ. In 2019, at the request of LDEQ, PHI developed a Corrective Action Plan (“CAP”) to address the remaining constituents above Risk Evaluation / Correction Action Program (“RECAP”) standards. Upon approval from LDEQ, PHI completed the CAP on March 10, 2021. The Company will continue groundwater monitoring in accordance with the LDEQ until site closure. Based on the Company’s working relationship and agreements with the LDEQ, and the results of ongoing former facility parcel monitoring, the Company believes that ultimate remediation costs for the subject parcels will not be material to the consolidated financial position, operations or cash flows.

Legal Matters—From time to time, the Company is involved in various legal actions incidental to its business, including actions relating to employee claims, medical malpractice claims, tax issues, grievance hearings before labor regulatory agencies, and miscellaneous third-party tort actions. The outcome of these proceedings is not predictable. However, based on current circumstances, the Company does not believe that the ultimate resolution of its presently pending proceedings, after considering available defenses and any insurance coverage or indemnification rights, will have a material impact on its financial position, results of operations or cash flows.

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Guarantees—In the normal course of business with customers, vendors, and others, the Company provides guarantees, performance, and payment bonds pursuant to certain agreements. The aggregate amount of these guarantees and bonds was $0.9 million as of December 31, 2022 and 2021.

Hurricane Ida—On August 29, 2021, Hurricane Ida made landfall in southeast Louisiana as a Category 4 storm with sustained winds of 150 mph, heavy rainfall and widespread power outages. Hurricane Ida resulted in substantial damage to several of the Company’s operating bases, particularly with respect to the Houma, Louisiana facility. The costs associated with personnel and equipment evacuation, facility repairs and debris removal and equipment replacement are largely covered by the Company’s insurance policies. The expense recognized in the Company’s operating results for the year ended December 31, 2021 was $1.2 million and reflects the deductibles on those policies and is included in Direct expenses. There was no expense recognized during the year ended December 31, 2022 as the full deductible was met during the year ended December 31, 2021. As of December 31, 2021, the Company received total advance payments from its insurers of $12.9 million and incurred expenses of $9.8 million, and the remaining $3.1 million was allocated to capital projects which recognized under investing activities on the consolidated statements of cash flows. During the year ended December 31, 2022, the Company received additional advance payments from its insurers of $7.3 million and incurred additional expenditures of $2.5 million. Proceeds from insurance settlements in excess of the carrying value of damaged assets are recognized as a gain on insurance proceeds when the Company has received proof of loss documentation or is otherwise assured of collection of these amounts. During the year ended December 31, 2022, the Company recognized $3.0 million of gain on insurance proceeds on the consolidated statement of operations. The excess of advance payments received over expenditures incurred is included in accrued and other current liabilities on the consolidated balance sheet. The Company expects to incur additional expenditures in 2023, substantially all of which is expected to be reimbursable under its insurance policies.

20. RISKS AND UNCERTAINTIES

War in Ukraine—In February 2022, Russia launched a large-scale invasion of Ukraine. The extent and duration of the war, resulting sanctions and resulting future market disruptions are unknown, but have been and could continue to be significant. The disruptions caused by Russian military action and other actions (including cyberattacks and economic impacts) and the resulting actual and threatened responses to such activity, boycotts or changes in consumer or purchaser preferences, sanctions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, have impacted and may continue to impact Russia’s economy and adversely affect many business sectors around the world, including crude oil, natural gas and refined petroleum. Global prices of crude oil and refined petroleum products increased significantly during late February and through the second quarter of 2022 due to the war with prices returning to pre-conflict levels during the fourth quarter of 2022 into early 2023. Furthermore, governments in the United States and many other countries have imposed economic sanctions on Russia. The governments, or others, could also institute broader sanctions on Russia. Any imposed sanctions, or even threat of further sanctions, could have an adverse impact on the Russian economy, which may also result in Russia taking counter measures or retaliatory actions. As the situation continues to evolve, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for the Company’s services and causing a reduction in revenues. Oil and natural gas-related facilities could be direct targets of terrorist attacks, and the Company’s operations could be adversely impacted if infrastructure integral to its customers’ operations is destroyed or damaged.

Government Grant—The CARES Act became law on March 27, 2020. It was a response to the market volatility and instability resulting from the COVID-19 pandemic and includes provisions to support individuals and businesses in the form of loans, grants, and tax changes, among other types of relief. One of the programs established by the CARES Act is the Provider Relief Fund (“PRF”). These funds, distributed through the PRF and administered by the Department of Health and Human Services (“HHS”), are required to be used to prevent, prepare for and respond to COVID-19 and reimburse expenses or lost revenues attributable the COVID-19 pandemic. Although these distributions are not subject to repayment, attestation

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and compliance with certain terms and conditions including detailed reporting and auditing are required. Management has concluded that the Company met conditions of the grant funds and has recognized it as other income for the year ended December 31, 2022.

The Company received approximately $0.5 million in PRF for the year ended December 31, 2022. The Company did not receive any funds through the PRF during the year ended December 31, 2021.

Medicare Prepayments—The CARES Act provided economy-wide financial stimulus in the form of financial aid to individuals, businesses, nonprofit entities, states, and municipalities. Section 3719 of the CARES Act allows healthcare providers to receive accelerated payments under an existing Medicare accelerated payment program.

During the second quarter of 2020, the Company received Medicare prepayments totaling $4.6 million. The advance payments are to be repaid beginning one year after the date received in accordance with repayment terms outlined in the Continuing Appropriations Act, 2021, and Other Extensions Act. Through December 31, 2021, a total of $3.1 million was applied to Medicare billings and the remaining $1.5 million was included in accrued and other current liabilities on the consolidated balance sheet. The $1.5 million prepayment was fully recouped in 2022 and, no further prepayments are expected.

Balance Bill Legislation—In late 2020, Congress enacted legislation intended to protect patients from “surprise” medical bills. Under the “No Surprises Act,” patients will be protected from unexpected or “surprise” medical bills that could arise from out-of-network emergency care provided at an out-of-network facility or at in-network facilities by out-of-network providers and out-of-network nonemergency care provided at in-network facilities without the patient’s informed consent. Effective January 1, 2022, patients are only required to pay the in-network cost-sharing amount, which will be determined through an established formula and will count toward the patient’s health plan deductible and out-of-pocket cost-sharing limits. Providers will generally not be permitted to balance bill patients beyond this cost-sharing amount unless the provider gives the patient notice of the provider’s out-of-network status and delivers to the patient or their health plan an estimate of charges within certain specified timeframes and obtains the patient’s written consent prior to the delivery of care. The No Surprises Act also requires rate disputes between payors and out-of-network providers to be resolved through binding arbitration, in which both the payor and provider submit a requested rate and the arbitrator selects one submission without hearing or modification of the selected request. Many states have passed similar legislation. Providers that violate these surprise billing prohibitions may be subject to state enforcement action or federal civil monetary penalties. These measures could impact the amount the Company can charge and recover for the air medical services the Company furnishes. Arbitrator decisions could be in favor or against the Company, affecting the amount that can be recovered for services provided, and may affect the Company’s ability to contract with certain payors, any of which could affect the business, financial condition and results of operations.

21. RELATED-PARTY TRANSACTIONS

In connection with the Company’s execution of the Revolving Credit & Term Loan Agreement with PNC dated October 2, 2020, Texas Exchange Bank agreed to participate as a lender under the $35.0 million term loan facility in the amount of $15.0 million. The majority shareholder of Texas Exchange Bank also controls one of the Company’s largest shareholders. Texas Exchange Bank also has the option, following the occurrence of certain credit-related events, such as an event of default, to acquire all (but no less than all) of PNC’s right, title and interest in and to the term loan obligations, any revolver commitments and loan documents for an aggregate amount equal to 100% of the amounts outstanding or payable by the borrowers under the Credit Agreement.

22. EQUITY TRANSACTIONS

November 2021 Dividend Declaration—On November 2, 2021 (the “declaration date”), the Company’s Board of Directors declared a cash dividend of $3.00 per share, payable on November 19, 2021 to

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shareholders of record as of the close of business on November 12, 2021 with an aggregate payment of $73.9 million. Pursuant to certain provisions of the Creditor Warrant Agreement, dated September 4, 2019, a cash dividend payment to holders of its common stock automatically adjusts the conversion ratio of each Creditor Warrant to prevent any resulting dilution to the holders of such Creditor Warrants. With respect to the aforementioned $3.00 per share dividend to common stockholders, the conversion ratio of each Creditor Warrant was adjusted (the “Warrant Adjustment”) on November 12, 2021 from 1:1 to 1:1.25 as set forth in Section 6(b) of the Creditor Warrant Agreement. In connection with the Warrant Adjustment, the Company’s Board of Directors decided to provide holders of the Creditor Warrants with the option to receive the same $3.00 dividend per Creditor Warrant in lieu of receiving the Warrant Adjustment. Of the 5,303,010 Creditor Warrants outstanding at the declaration date, 1,846,414 elected to receive the cash dividend in lieu of receiving the Warrant Adjustment, resulting in an aggregate $5.5 million paid to those Creditor Warrant holders (the Creditor Warrants not subject to the Warrant Adjustment, the “Unadjusted Creditor Warrants”). The holders of the remaining 3,456,596 Creditor Warrants for which the Warrant Adjustment was effected (the “Adjusted Creditor Warrants”) either elected to retain the Warrant Adjustment or made no election. The Creditor Warrant holders who received the Warrant Adjustment were deemed to have received a paid-in-kind (“PIK”) dividend, equal to the $3.00 per share dividend received by the Creditor Warrant holders who elected to receive the cash dividend, resulting a reduction in retained earnings and increase in additional paid-in-capital of $10.4 million.

Additionally, holders of restricted stock units outstanding at the declaration date, whether vested or unvested, are entitled to the same dividend rights as holders of common stock, the payment of which will be made when each award is ultimately settled. As a result of the dividend rights of these restricted stock units, the Company recognized a $1.9 million liability during the fourth quarter of 2021, reflected in other long-term liabilities on the consolidated balance sheet with an equal reduction in retained earnings.

Cancellation of Reserve Securities—The cancellation of the Creditor Warrants during the year ended December 31, 2021 reflected in the table in Note 13 were securities held in reserve accounts as a result of the Company’s Chapter 11 reorganization that became effective September 4, 2019. As of September 4, 2019, an estimated amount of unrestricted shares of common stock and Creditor Warrants were held in reserve accounts for the benefit of certain claim holders who had unresolved claims against the debtors or were otherwise potentially entitled to receive these allocations. Distributions to these claim holders have since been made, and the remaining shares of common stock and Creditor Warrants in the reserve accounts were cancelled on June 8, 2021.

Cancellation of Equity Warrants—The cancellation of the Equity Warrants during the year ended December 31, 2022 reflected in the table in Note 13 were warrants that were not exercised during the exercise period which expired on September 4, 2022.

Treasury Stock and Creditor Warrant Purchase—During June 2022, November 2022 and December 2022, the Company repurchased 755,846 shares of common stock at $12.25 per share, 10,389 shares of common stock at $10.25 per share and 51,313 shares of common stock at $9.55 per share, respectively, for an aggregate price of $9.9 million. These shares have been recorded as Treasury stock on the consolidated balance sheet. Additionally, in June 2022, the Company repurchased 344,534 Adjusted Creditor Warrants at $15.31 per Adjusted Creditor Warrant for $5.3 million (see Note 13).

23. BUSINESS SEGMENT INFORMATION

The Company’s operations are managed by senior executives who report to the Company’s Chief Executive Officer, the chief operating decision maker. Discrete financial information is available for PHI Americas, PHI International and PHI Health, and the Chief Executive Officer uses the operating results of each of the operating segments for performance evaluation and resource allocation.

The remainder of the Company’s operations, which are not significant enough on a stand-alone basis to warrant treatment as an operating segment, are presented as “Corporate” and primarily are comprised of interest expense on holding company debt and unallocated corporate costs and activities.

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The chief operating decision maker uses Adjusted EBITDA as the primary measure for reviewing profitability of each segment, and therefore, the Company has presented Adjusted EBITDA for all segments. Adjusted EBITDA is defined as earnings adjusted to exclude interest expense, income tax expense, depreciation and amortization, restructuring activities, severance cost, and other unusual items. Segment revenues include intersegment sales to affiliated subsidiaries, which are eliminated in consolidation. Affiliated sales are recognized on the basis of prevailing market or at levels provided for under contractual agreements. Adjusted EBITDA is derived from revenues and expenses directly associated with each segment.

The following table presents revenue disaggregated by reportable segments:

	Year Ended December 31,
	2022		2021
Operating revenues—net:
PHI Americas	$	305,969	$	266,984
PHI International		151,264		121,561
PHI Health		303,053		302,020
Consolidated operating revenues—net	$	760,286	$	690,565

The following table presents Adjusted EBITDA disaggregated by segment, and reconciliation to net income:

	Year Ended December 31,
	2022			2021
PHI Americas	$	60,426		$	52,354
PHI International		17,742			23,830
PHI Health		44,900			66,440
Total segment adjusted EBITDA	$	123,068		$	142,624
Add (deduct):
Depreciation and amortization		(53,022	)		(44,634	)
Income tax (expense) benefit		1,134			(22,230	)
Interest expense		(1,812	)		(2,466	)
Interest income		193			279
Equity-based compensation		(8,149	)		(2,510	)
PHI International reorganization		(2,866	)		—
Severance and retention costs		(3,853	)		(238	)
Settlement of customer claim		3,016			12,203
Foreign exchange gains		5,197			685
Gain on insurance proceeds		3,001			—
Asset impairment charges		(693	)		(2,597	)
Gain (loss) on disposal of assets		606			(1,194	)
Unallocated selling, general and administrative		(6,597	)		(7,273	)
Other adjustments—net(1)		(1,601	)		(2,838	)
Net income	$	57,622		$	69,811

(1) Other adjustments—net consists of primarily offering costs related to special projects, director and officer run-off insurance related to the Company’s predecessor Chapter 11 bankruptcy filing, contractual adjustment to customer credits and the CARES Act grant.

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The following table presents total assets and capital expenditures disaggregated by segment. Corporate assets primarily consist of cash, short-term investments and deferred tax assets:

	As of and for the Year Ended December 31,
	2022		2021
Assets
PHI Americas	$	228,762	$	224,509
PHI International		143,558		117,880
PHI Health		247,884		258,613
Corporate		91,159		56,612
Consolidated Total Assets	$	711,363	$	657,614
Capital Expenditures
PHI Americas	$	18,117	$	13,082
PHI International		3,992		6,113
PHI Health		12,150		13,523
Corporate		182		—
Consolidated Capital Expenditures	$	34,441	$	32,718

Below is a summary of operating revenues—net by geography:

	Year ended December 31,
	2022		2021
United States	$	588,520	$	550,579
Australia		105,923		89,440
Other		65,843		50,546
Total operating revenue—net	$	760,286	$	690,565

Below is a summary of total assets by geography:

	Year ended December 31,
	2022		2021
United States	$	543,742	$	514,730
Australia		94,502		71,077
Other international locations		73,119		71,807
Total long-lived assets	$	711,363	$	657,614

Below is a summary of operating revenues—net by major customers that individually exceed 10% of total operating revenues—net:

	Year ended December 31,
	2022		2021
Customer A	$	141,399	$	108,193
Other		618,887		582,372
Total operating revenues—net	$	760,286	$	690,565

24. SUBSEQUENT EVENTS

The Company evaluated subsequent events from December 31, 2022, the date of these consolidated financial statements, through July 21, 2023, which represents the date the consolidated financial statements

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were issued, for events requiring adjustment to or disclosure in these consolidated financial statements. Except as discussed below, there are no events that require adjustment to or disclosure in these consolidated financial statements.

Tender Offer

On May 8, 2023, the Company launched a tender offer to purchase and redeem up to $20 million in aggregate principal amount of (i) its common stock at a purchase price of $12.00 per share, (ii) its Adjusted Creditor Warrants at a purchase price of $15.00 per warrant and (iii) its Unadjusted Creditor Warrants at a price of $12.00 per warrant, in each case net to seller in cash and without interest upon the terms and subject to the conditions set forth in the tender offer. The tender offer expired on June 6, 2023. A total of 1,075,831 shares of common stock, 106,343 Adjusted Creditor Warrants and 290,178 Unadjusted Creditor Warrants were validly tendered and not withdrawn in the tender offer. The Company accepted for purchase all such securities for an aggregate purchase price of approximately $12.9 million for common stock tendered, $1.6 million for Adjusted Creditor Warrants tendered and $3.5 million for Unadjusted Creditor Warrants tendered.

Shares Issuances

In May 2023, the Company issued 487,079 shares of common stock to 5 Essex, LLC in respect of the Company’s Chief Executive Officer services. The Company also issued 362,921 shares of common stock to 5 Essex, LLC in June 2023 in respect of other non-CEO services performed in 2022. 5 Essex, LLC is an affiliate of Q Investments, a greater than 5% stockholder.

Service Agreement

In June 2023, the board of directors approved, effective January 1, 2023, a service agreement between the Company and Renegade Swish, LLC pursuant to which Renegade Swish, LLC provides certain business support services such as IT, financial analysis, legal, process and system improvement, recruiting and strategic analysis for an annual fee of $3.0 million. Renegade Swish, LLC is an affiliate of Q Investments, a greater than 5% stockholder.

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    Shares

PHI Group, Inc.

Common Stock

P R O S P E C T U S

Barclays     Goldman Sachs & Co. LLC

Evercore ISI Piper Sandler Raymond James BMO Capital Markets

Stephens Inc. Janney Montgomery Scott

    , 2023

Through and including     , 2023, (the 25th day after the date of this prospectus), all dealers effecting transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table shows the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale and distribution of the securities being registered. Except as otherwise noted, we will pay all of these amounts. All amounts except the SEC registration fee and the FINRA fee are estimated.

SEC Registration Fee	$	14,760
FINRA Filing Fee		15,500
Printing and Engraving Costs		*
NYSE Listing Fee		*
Legal Fees and Expenses		*
Accounting Fees and Expenses		*
Transfer Agent and Registrar Fees and Expenses		*
Miscellaneous Expenses		*
Total	$

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

Our certificate of incorporation provides that, to the fullest extent permitted by the DGCL, no director shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Our certificate of incorporation also provides that each person who was or is party or is threatened to be made a party to, or was or is otherwise involved in, any threatened, pending or completed suit or proceeding by reason of the fact that he or she is or was or has agreed to become a director or officer of the Company or is or was serving at the request of the Company in certain capacities in respect of another entity, including director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by us to the full extent authorized by the DGCL against all cost, expense, liability and loss actually and reasonably incurred in connection therewith, subject to certain limitations.

Section 145(a) of the DGCL authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the 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 the person’s conduct was unlawful.

Section 145(b) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been

II-1

adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

The DGCL also provides that indemnification under Sections 145(a) and (b) can only be made upon a determination that indemnification of the present or former director, officer or employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 145(a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of directors who are not a party to the action at issue (even though less than a quorum), (2) by a majority vote of a designated committee of these directors (even though less than a quorum), (3) if there are no such directors, or these directors authorize, by the written opinion of independent legal counsel or (4) by the stockholders.

Section 145(g) of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, 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 Section 145 of the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide for eliminating or limiting the personal liability of one of its directors for any monetary damages related to a breach of fiduciary duty as a director, as long as the corporation does not eliminate or limit the liability of a director for acts or omissions which (1) were in bad faith, (2) were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, (3) the director derived an improper personal benefit from (such as a financial profit or other advantage to which such director was not legally entitled) or (4) breached the director’s duty of loyalty.

We maintain insurance that insures our directors and officers against certain losses and which insures us against our obligations to indemnify the directors and officers.

We intend to enter into indemnification agreements with each of our executive officers and directors that provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this registration statement on Form S-1 will provide for indemnification of our directors and officers by the underwriters against certain liabilities.

Item 15. Recent Sale of Unregistered Securities.

On September 4, 2019, the date our Plan of Reorganization become effective and we emerged from bankruptcy. In connection with our emergence from bankruptcy, we issued an aggregate of:

• 25,999,914 shares of common stock to certain unsecured creditors of the debtors; and

• creditor Warrants to purchase up to an aggregate of 6,238,120 shares of common stock at an exercise price of $0.001 per share to certain former unsecured creditors; and

• warrants to purchase up to an aggregate of 1,687,650 shares of common stock at an exercise price of $24.98 per share to former equity holders.

Since the initial issuance of the warrants through     , 2023, we have issued    shares of common stock upon the exercise of warrants issued to former unsecured creditors (no warrants issued to former equity holders

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were exercised prior to their expiration pursuant to their terms in September 2022). Of these exercises, we issued    shares for cash, receiving total proceeds of $   from the exercises, and we issued    shares upon “cashless exercises.” The issuance of shares of common stock and warrants at the time we emerged from bankruptcy, and the issuance of shares of common stock upon exercise of the warrants, were exempt from the registration requirements of Section 5 of the Securities Act pursuant to Section 1145 of the Bankruptcy Code, which generally exempts distributions of securities in connection with plans of reorganization.

In June 2020, December 2020, January 2022, May 2023 and July 2023 we issued 151,065, 305,882, 500,000, 487,079 and 62,500 shares of common stock, respectively, to 5 Essex, LLC, an affiliate of Q Investments, in respect of Mr. McCarty’s services as our Chief Executive Officer and 362,921 shares of common stock issued in June 2023 in respect of other non-CEO services. These issuances were exempt from the registration requirements of Section 5 of the Securities Act pursuant to 4(a)(2) thereof as transactions by an issuer not involving any public offering.

Since our emergence from bankruptcy on September 4, 2019, we have issued an aggregate of 1,450,627 restricted stock units, including 788,808 performance-based restricted stock units, to employees and directors under the Existing Stock Plan. These issuances were exempt from the registration requirements of Section 5 of the Securities Act pursuant to Rule 701 promulgated under the Securities Act.

We have not sold any securities, registered or otherwise, within the past three years, other than as set forth above.

Item 16. Exhibits and Financial Data Schedules.

(a) Exhibit Index

See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.

(b) Financial Statement Schedule

None. Financial statement schedules have been omitted because the information called for is not required or is shown either in the audited consolidated financial statements or in the notes thereto included elsewhere in this registration statement on Form S-1.

Item 17. Undertakings.

(a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(b) The undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
1.1*	Form of Underwriting Agreement.
2.1	Modified Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code dated August 9, 2019.
3.1	Amended and Restated Certificate of Incorporation.
3.2*	Second Amended and Restated Bylaws.
4.1	Creditor Warrant Agreement dated as of September 4, 2019 between PHI Group, Inc. and American Stock Transfer & Trust Company, LLC as warrant agent.
5.1	Opinion of Gibson, Dunn & Crutcher LLP.
10.1#*	Form of Indemnification Agreement entered into with Directors and Executive Officers.
10.2	Registration Rights Agreement dated as of September 4, 2019, by and between PHI Group, Inc. and the stockholder and warrantholder signatories party thereto.
10.3	Revolving Credit, Term Loan and Security Agreement dated as of October  2, 2020 among PHI Group, Inc. and certain subsidiaries as borrowers, PNC Bank, National Association as lender and agent, the financial institutions from time to time party thereto as lenders and PNC Capital Markets, LLC as lead arranger and book runner.
10.4	First Amendment dated November 9, 2021 to Revolving Credit, Term Loan and Security Agreement dated as of October  2, 2020 among PHI Group, Inc. and certain subsidiaries as borrowers, PNC Bank, National Association as lender and agent, the financial institutions from time to time party thereto as lenders and PNC Capital Markets, LLC as lead arranger and book runner.
10.5	Second Amendment and Waiver dated April 7, 2022 to Revolving Credit, Term Loan and Security Agreement dated as of October  2, 2020 among PHI Group, Inc. and certain subsidiaries as borrowers, PNC Bank, National Association as lender and agent, and the financial institutions from time to time party thereto as lenders.
10.6	Revolving Credit, Term Loan and Security Agreement, dated as of September  19, 2023, among PHI Health, LLC, as borrower, and the Guarantors and Other Borrowers party thereto from time to time and PNC Bank, National Association, as lender and as agent, and the Financial Institutions from time to time party thereto, as lenders, with PNC Capital Markets, LLC, as lead arranger and bookrunner.
10.7	Revolving Credit, Term Loan and Security Agreement, dated as of September  19, 2023, among PHI Aviation, LLC, PHI Helipass, L.L.C. and PHI Tech Services, LLC, as borrowers, and the Guarantors and Other Borrowers party thereto from time to time and PNC Bank, National Association, as lender and as agent, and the Financial Institutions from time to time party thereto, as lenders, with PNC Capital Markets, LLC, as lead arranger and bookrunner.
10.8#	Employment Agreement by and between PHI Group, Inc. and Scott McCarty dated April 1, 2021.
10.9#	Employment Agreement by and between HNZ New Zealand Limited and Keith Mullett dated March 19, 2020.
10.10#	Compensation Agreement by and between PHI Group, Inc. and Keith Mullett dated May 6, 2022.
10.11#	Employment Agreement by and between PHI Group, Inc. and James Hinch, effective January 1, 2020.
10.12#	Compensation Agreement by and between PHI Group, Inc. and James Hinch dated May 6, 2022.

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Exhibit No.	Description of Exhibit
10.13#	PHI Group, Inc. Management Incentive Plan.
10.14#	Form of Time-Based Restricted Stock Unit Award Agreement under PHI Group, Inc. Management Incentive Plan.
10.15#	Form of Performance-Based Restricted Stock Unit Award Agreement under PHI Group, Inc. Management Incentive Plan.
10.16#	Side Letter to Form of Performance-Based Restricted Stock Unit Award Holders under PHI Group, Inc. Management Incentive Plan.
10.17#	Form of Director Time-Based Restricted Stock Unit Award Agreement under PHI Group, Inc. Management Incentive Plan.
10.18	Services Agreement, effective January 1, 2023, between PHI Group, Inc. and Renegade Swish, LLC.
10.19	Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated April 1, 1999.
10.20	Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated August 12, 2008.
10.21	Second Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated May 13, 2013.
10.22	Third Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated August 28, 2020.
10.23	Fourth Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated February 9, 2022.
10.24	Fifth Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated May 2, 2022.
10.25	Sixth Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated October 26th, 2022.
10.26	Seventh Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated June 14, 2023.
10.27	Eighth Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated August 16, 2023.
21.1	Subsidiaries of the Registrant.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature page hereto).
107	Filing Fee Table.

* To be filed by amendment.

# Denotes management compensatory plan or arrangement.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lafayette, state of Louisiana, on October 4, 2023.

PHI Group, Inc.
By:	/s/ Scott McCarty
	Name: Scott McCarty
	Title: Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott McCarty and Jason Whitley, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons have signed this Registration Statement in the capacities and on the date indicated.

/s/ Scott McCarty Scott McCarty	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	October 4, 2023
/s/ Jason Whitley Jason Whitley	Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)	October 4, 2023
/s/ Juan Lessmann Juan Lessmann	Director	October 4, 2023
/s/ Carey Lowe Carey Lowe	Director	October 4, 2023
/s/ Mandi Noss Mandi Noss	Director	October 4, 2023
/s/ Robert Tamburrino Robert Tamburrino	Director	October 4, 2023

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EX-2.1

Exhibit 2.1

Daniel Prieto, State Bar No. 24048744	Thomas R. Califano (admitted pro hac vice)
dan.prieto@dlapiper.com	thomas.califano@dlapiper.com
DLA Piper LLP (US)	DLA Piper LLP (US)
1900 North Pearl Street, Suite 2200	1251 Avenue of the Americas
Dallas, Texas 75201	New York, New York 10020
Tel: (214) 743-4500	Tel: (212) 335-4500
Fax: (214) 743-4545	Fax: (212) 335-4501
Counsel for the Debtors	Daniel M. Simon (admitted pro hac vice)
	daniel.simon@dlapiper.com
	David Avraham (admitted pro hac vice)
	david.avraham@dlapiper.com
	Tara Nair (admitted pro hac vice)
	tara.nair@dlapiper.com
	DLA Piper LLP (US)
	444 West Lake Street, Suite 900
	Chicago, Illinois 60606
	Tel: (312) 368-4000
	Fax: (312) 236-7516

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)

DEBTORS’ MODIFIED THIRD AMENDED JOINT PLAN OF

REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

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, LA 70508.

TABLE OF CONTENTS

		Page
Article I. DEFINED TERMS and RULES OF INTERPRETATION			1
A.	Defined Terms		1
B.	Rules of Interpretation		15
C.	Computation of Time		15
D.	Controlling Document		15
E.	Settlement Stipulation		16
Article II. ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, UNITED STATES TRUSTEE STATUTORY FEES AND OTHER PRIORITY CLAIMS			16
A.	Administrative Claims		16
	1.  General Administrative Claims		16
	2.  Accrued Professional Compensation Claims		16
B.	Priority Tax Claims		17
C.	United States Trustee Statutory Fees		18
D.	Other Priority Claims		18
Article III. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS			18
A.	Summary		18
B.	Classification and Treatment of Claims and Equity Interests		19
	1.  Class 1 – Other Secured Claims		19
	2.  Class 2 – Thirty Two Claim		20
	3.  Class 3 – Blue Torch Claim		20
	4.  Class 4 – Aircraft Lessor Claims		21
	5.  Class 5 – General Unsecured Claims		21
	6.  Class 6 – Convenience Claims		22
	7.  Class 7 – Intercompany Claims		22
	8.  Class 8 – Subordinated Claims		23
	9.  Class 9 – Intercompany Interests		23
	10.  Class 10 – Existing PHI Interests		23
C.	Procedures for Citizenship Determination		24
D.	Special Provision Governing Unimpaired Claims		24
E.	Voting Classes; Presumed Acceptance by Non-Voting Classes		24
F.	Controversy Concerning Impairment		24
G.	Confirmation Under Section 1129(a)(10) and Section 1129(b) of the Bankruptcy Code		24
H.	Subordinated Claims		24
I.	Elimination of Vacant Classes		25

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TABLE OF CONTENTS

(continued)

		Page
J.	Intercompany Interests		25
Article IV. MEANS FOR IMPLEMENTATION OF THE PLAN			25
A.	Substantive Consolidation		25
B.	General Settlement of Claims and Interests		26
C.	Global Settlement		26
D.	Restructuring Transactions		28
	1.  Restructuring Transactions		28
	2.  New Secured Financing		28
	3.  Minimum Cash Commitment Exchange		29
	4.  Minimum Cash Commitment Premium		29
	5.  New Common Stock and New Warrants		30
	6.  Old Equity Settlement Warrants		30
E.	Stockholders Agreement		31
F.	Management Incentive Plan		31
G.	Employment Agreements		31
H.	Restructuring Expenses		32
I.	Continued Corporate Existence		32
J.	Vesting of Assets in the Reorganized Debtors		32
K.	Cancellation of Agreements, Security Interests, and Other Interests		33
L.	Exemption from Registration Requirements; Trading of Securities		33
M.	Organizational Documents		34
N.	Exemption from Certain Transfer Taxes and Recording Fees		34
O.	New Board and Officers of the Reorganized Debtors		35
	1.  The New Board		35
	2.  Senior Management		35
	3.  Mr. Al A. Gonsoulin Retirement		35
P.	Directors and Officers Insurance Policies		36
Q.	Chubb Insurance Agreements		36
R.	Other Insurance Policies		37
S.	Preservation of Rights of Action		37
T.	Corporate Action		38
U.	Effectuating Documents; Further Transactions		38
V.	Workers’ Compensation Programs		39
Article V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES			39
A.	Assumption of Executory Contracts and Unexpired Leases		39

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TABLE OF CONTENTS

(continued)

		Page
B.	Cure of Defaults; Assignment of Executory Contracts and Unexpired Leases		40
C.	Rejection of Executory Contracts and Unexpired Leases		41
D.	Claims on Account of the Rejection of Executory Contracts or Unexpired Leases		41
E.	Extension of Time to Reject		41
F.	Modifications, Amendments, Supplements, Restatements, or Other Agreements		41
G.	Indemnification and Reimbursement Obligations		42
H.	Employee Compensation and Benefits		42
	1.  Compensation and Benefits Programs		42
	2.  Collective Bargaining Agreement and Green Book		43
I.	Modifications, Amendments, Supplements, Restatements, or Other Agreements		43
J.	Reservation of Rights		43
K.	Nonoccurrence of Effective Date		43
Article VI. PROVISIONS GOVERNING DISTRIBUTIONS			43
A.	Timing and Calculation of Amounts to Be Distributed		43
B.	Delivery of Distributions		44
	1.  Delivery of Distributions by the Distribution Agent		44
	2.  Minimum Distributions		44
	3.  Distribution Record Date		45
	4.  Delivery of Distributions in General		45
	5.  Undeliverable Distributions		45
C.	Manner of Payment		45
D.	No Postpetition or Default Interest on Claims		45
E.	Setoffs and Recoupments		46
F.	Rights and Powers of Distribution Agent		46
G.	Compliance with Tax Requirements		46
H.	Surrender of Cancelled Instruments or Securities		47
I.	Claims Paid or Payable by Third Parties		47
	1.  Claims Payable by Insurance		47
	2.  Applicability of Insurance Policies		47
Article VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED AND DISPUTED CLAIMS			48
A.	Allowance of Claims and Interests		48
B.	Claims Administration Responsibilities		48
C.	Prosecution of Objections to Claims and Equity Interests		48
D.	Estimation of Claims and Equity Interests		48

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TABLE OF CONTENTS

(continued)

		Page
E.	Deadline to File Objections to Claims		49
F.	Adjustment to Claims Without Objection		49
G.	Disallowance of Certain Claims		49
H.	No Distributions Pending Allowance		49
I.	Distributions After Allowance		49
J.	No Interest		50
Article VIII. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE			50
A.	Conditions Precedent to the Effective Date		50
B.	Waiver of Conditions		51
Article IX. RELEASE, discharge, INJUNCTION AND RELATED PROVISIONS			51
A.	General		51
B.	Release of Claims and Causes of Action		52
	1.  Release by the Debtors and Their Estates		52
	2.  Release by Third Parties		53
C.	Waiver of Statutory Limitations on Releases		54
D.	Discharge of Claims and Equity Interests		55
E.	Exculpation		55
F.	Preservation of Causes of Action		56
	1.  Maintenance of Causes of Action		56
	2.  Preservation of All Causes of Action Not Expressly Settled or Released		56
G.	Injunction		57
H.	Binding Nature of the Plan		57
I.	Protection Against Discriminatory Treatment		57
J.	Integral Part of Plan		58
K.	Preservation of Privilege and Defenses		58
Article X. RETENTION OF JURISDICTION			58
Article XI. MODIFICATION, REVOCATION, OR WITHDRAWAL OF PLAN			60
A.	Modification of Plan		60
B.	Effect of Confirmation on Modifications		60
C.	Revocation of Plan		60
Article XII. MISCELLANEOUS PROVISIONS			61
A.	Immediate Binding Effect		61
B.	Additional Documents		61
C.	Substantial Consummation		61
D.	Payment of Statutory Fees; Post-Effective Date Fees and Expenses		61

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TABLE OF CONTENTS

(continued)

		Page
E.	Conflicts		61
F.	Successors and Assigns		62
G.	Reservation of Rights		62
H.	Further Assurances		62
I.	Severability		62
J.	Service of Documents		62
K.	Exemption from Transfer Taxes Under Section 1146(a) of the Bankruptcy Code		63
L.	Governing Law		63
M.	Tax Reporting and Compliance		63
N.	Schedules		64
O.	No Strict Construction		64
P.	Entire Agreement		64
Q.	Closing of Chapter 11 Cases		64
R.	2002 Notice Parties		64
S.	Dissolution of Creditors’ Committee		64
T.	Dissolution of Equity Committee		65
U.	Section 1125(e) Good Faith Compliance		65

-v-

DEBTORS’ MODIFIED THIRD AMENDED JOINT PLAN OF

REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

PHI, Inc. and certain of its Affiliates and subsidiaries in the above-captioned Chapter 11 Cases, as debtors and debtors in possession (each a “Debtor” and collectively, the “Debtors”) hereby propose this joint plan of reorganization for the resolution of outstanding claims against and equity interests in the Debtors. Capitalized terms used in the Plan and not otherwise defined have the meanings ascribed to such terms in Article I.A of this Plan.

Reference is made to the Disclosure Statement, filed contemporaneously with the Plan, for a discussion of the Debtors’ history, businesses, historical financial information, valuation, liquidation analysis, projections, and operations as well as a summary and analysis of the Plan and certain related matters, including distributions to be made under this Plan.

ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY.

ARTICLE I.

DEFINED TERMS AND RULES OF INTERPRETATION

A. Defined Terms

Unless the context otherwise requires, the following terms shall have the following meanings when used in capitalized form herein:

“Accredited Investor” means an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, or a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933.

“Accrued Professional Compensation Claim” means, at any date, a Claim for all accrued fees and reimbursable expenses for services rendered by a Retained Professional in the Chapter 11 Cases through and including such date, to the extent that such fees and expenses have not been previously paid whether under a retention order with respect to such Retained Professional or otherwise. To the extent that there is a Final Order denying some or all of a Retained Professional’s fees or expenses, such denied amounts shall no longer be considered an Accrued Professional Compensation Claim.

“Administrative Claim” means a Claim for costs and expenses of administration of the Chapter 11 Cases that are Allowed under sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including, without limitation: (a) any actual and necessary costs and expenses incurred on or after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Accrued Professional Compensation Claims and any other compensation for legal, financial, advisory, accounting, and other services and reimbursement of expenses Allowed by the Bankruptcy Court under sections 328, 330, 331 or 503(b) of the Bankruptcy Code to the extent incurred on or after the Petition Date and through the Effective Date; and (c) all fees and charges assessed against the Estates under section 1930, chapter 123, of title 28, United States Code.

“Affiliate” means, with respect to any Entity, an “affiliate” as defined in section 101(2) of the Bankruptcy Code as if such entity were a debtor.

“Aircraft Lease” means any lease agreement entered into prior to the Petition Date by and between PHI, as lessee, and a third party, as lessor, for the use and operation of certain aircraft by PHI and/or its Affiliates.

“Aircraft Lessor” means a lessor under an Aircraft Lease.

“Aircraft Lessor Claim” means an unsecured Claim of an Aircraft Lessor that has entered into a Modified Aircraft Lease, which Claim shall be Allowed in the amount approved by an order of the Bankruptcy Court; provided, however, that an Aircraft Lessor under a rejected Aircraft Lease shall be entitled to File only a rejection damage Claim, which is treated as a General Unsecured Claim under the Plan.

“Allowed” means, with respect to any Claim, an Allowed Claim in a particular Class or category specified. Any reference herein to the allowance of a particular Allowed Claim includes both the secured and unsecured portions of such Claim (unless the context indicates to the contrary).

“Allowed  Claim” means an Allowed Claim of the type described.

“Allowed Claim” means any Claim that is not a Disputed Claim or a Disallowed Claim and (a) for which a Proof of Claim has been timely Filed by the applicable Claims Bar Date and as to which no objection to allowance thereof has been timely interposed within the applicable period of time fixed by this Plan, the Bankruptcy Code, the Bankruptcy Rules or order of the Bankruptcy Court; (b) that has been listed by the Debtors in their Schedules as liquidated in a specified amount and is not disputed or contingent and for which no contrary Proof of Claim has been timely Filed; or (c) that is expressly Allowed under the terms of this Plan or a Final Order of the Bankruptcy Court. The term “Allowed Claim” shall not, for purposes of computing distributions under this Plan, include interest, fees (including attorneys’ fees), costs or charges on such Claim from and after the Petition Date, except as provided in sections 506(b) or 511 of the Bankruptcy Code or as otherwise expressly set forth in this Plan or a Final Order of the Bankruptcy Court.

“Avoidance Actions” means any and all avoidance, recovery, subordination or similar actions or remedies that may be brought by and on behalf of the Debtors or their Estates under the Bankruptcy Code or applicable non-bankruptcy law, including, without limitation, actions or remedies arising under chapter 5 of the Bankruptcy Code.

“Ballots” means the ballots accompanying the Disclosure Statement, in the form approved by the Disclosure Statement Order.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended from time to time and as applicable to the Chapter 11 Cases.

“Bankruptcy Court” means the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, or any other court having original jurisdiction over the Chapter 11 Cases.

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure and the Local Rules, in each case as amended from time to time and as applicable to the Chapter 11 Cases.

“Blue Torch” means Blue Torch Finance L.L.C. or its Affiliates, together with any successors and permitted assigns under the Blue Torch Facility.

“Blue Torch Claim” means all outstanding Secured Claims arising under or related to the Blue Torch Facility, including any interest, fees and expenses provided under the Blue Torch Facility.

2

“Blue Torch Facility” means that certain financing agreement, dated as of March 13, 2019, by and among PHI as borrower, certain subsidiaries of PHI as guarantors party thereto, the lenders from time to time party thereto, and Blue Torch, as administrative agent and collateral agent, including all agreements, notes, instruments and any other documents delivered pursuant thereto or in connection therewith.

“Business Day” means any day, other than a Saturday, Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

“Cash” means the legal tender of the United States of America or the equivalent thereof.

“Cash Balance” means the amount of unrestricted cash liquidity (i.e., cash, cash equivalents and unrestricted availability under any financing arrangement for general working capital purposes (other than with respect to an asset based loan undrawn on the Effective Date)) on the consolidated balance sheet of the Reorganized Debtors on the Effective Date as reasonably determined in good faith by the Debtors’ Chief Restructuring Officer in his sole discretion. To the extent the Debtors collect, or, in the opinion of the Chief Restructuring Officer of the Company, are expected to collect, within 30 days following the Effective Date, past-due accounts receivables and/or letters of credit associated therewith are released following delivery of such certificate, which in either case result in additional unrestricted cash on the balance sheet on or before the Effective Date, then such amounts shall be added to the Cash Balance.

“Causes of Action” means any claims, causes of action (including Avoidance Actions), demands, actions, suits, obligations, liabilities, cross-claims, counterclaims, offsets, or setoffs of any kind or character whatsoever, in each case whether known or unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, foreseen or unforeseen, direct or indirect, choate or inchoate, existing or hereafter arising, under statute, in contract, in tort, in law, or in equity, or under any other theory of law, federal or state, whether asserted or assertable directly or derivatively in law or equity or otherwise by way of claim, counterclaim, cross-claim, third party action, action for indemnity or contribution or otherwise, based in whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the course of the Chapter 11 Cases, including through the Effective Date now owned or hereafter acquired by the Debtors and/or their Estates.

“Chapter 11 Case(s)” means (a) when used with reference to a particular Debtor, the case under chapter 11 of the Bankruptcy Code commenced by such Debtor in the Bankruptcy Court, and (b) when used with reference to all Debtors, the jointly administered chapter 11 cases for all of the Debtors.

“Citizenship Declaration” means the citizenship declaration accompanying the Disclosure Statement, in the form approved by the Disclosure Statement Order.

“Claim” is as defined in section 101(5) of the Bankruptcy Code against any Debtor.

“Claims Bar Date” means the last date for filing a Proof of Claim in these Chapter 11 Cases, as provided in the Claims Bar Date Order.

“Claims Bar Date Order” means that certain Order Establishing Bar Dates, Approving Form and Manner of Notice, and Approving Procedures for Filing Proofs of Claim entered by the Bankruptcy Court on May 16, 2019 (Docket No. 485), as amended, amended and restated, supplemented or otherwise modified from time to time.

“Claims Objection Deadline” means, with respect to any Claim, the latest of (a) one hundred eighty (180) days after the Effective Date; or (b) such other date as may be specifically fixed by Final Order of the Bankruptcy Court for objecting to such Claim.

3

“Claims Register” means the official register of Claims maintained by the Voting and Claims Agent.

“Class” means a category of Holders of Claims or Equity Interests as set forth in Article III hereof under section 1122(a) of the Bankruptcy Code.

“Collateral” means any property or interest in property of the Debtors’ Estates that is subject to a valid and enforceable Lien to secure a Claim.

“Collective Bargaining Agreement” means that certain agreement by and among PHI Inc. and the Office & Professional Employees International Union and its Local 108 effective on June 1, 2001 and which expired by its own terms on May 31, 2004, as modified by PHI Inc. following the release of the parties thereto to “self-help” as of August 28, 2006.

“Commitment Parties” means those Eligible Offerees, together with any of their respective successors and permitted assigns under the terms and conditions of the Minimum Cash Commitment Agreement, that have agreed to provide the Minimum Cash Commitment under the Minimum Cash Commitment Agreement.

“Compensation and Benefits Programs” means all employment agreements and severance policies, and all employment, compensation and benefit plans, policies, workers’ compensation programs, savings plans, retirement plans, deferred compensation plans, supplemental executive retirement plans, healthcare plans, disability plans, severance benefit plans, incentive plans, life and accidental death and dismemberment insurance plans, and any other programs of the Debtors applicable to any of its employees.

“Confirmation” means the occurrence of the Confirmation Date, subject to all conditions specified in Article VIII of this Plan having been satisfied or waived.

“Confirmation Date” means the date on which the clerk of the Bankruptcy Court enters the Confirmation Order on the docket of the Bankruptcy Court in the Chapter 11 Cases.

“Confirmation Hearing” means the hearing held by the Bankruptcy Court under section 1128 of the Bankruptcy Code to consider confirmation of this Plan, as such hearing may be adjourned or continued from time to time.

“Confirmation Order” means the order of the Bankruptcy Court confirming this Plan under section 1129 of the Bankruptcy Code, including all exhibits, appendices, supplements and related documents, which order shall be consistent with the Settlement Stipulation (including by approving the Minimum Cash Commitment Agreement, if not already approved by an order of the Bankruptcy Court) and the Equity Committee Settlement Stipulation (provided it remains in full force and effect) and otherwise in form and substance reasonably acceptable to the Debtors and the Creditors’ Committee, and the Equity Committee solely with respect to the Equity Committee Settlement Stipulation.

“Consummation” means the occurrence of the Effective Date.

“Convenience Claim” means an Allowed General Unsecured Claim with a Face Amount equal to or less than $25,000.

“Convenience Claim Distribution” means, with respect to each Convenience Claim, an amount in Cash equal to 50% of such Convenience Claim.

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“Creditors’ Committee” means the official committee of unsecured creditors appointed on March 25, 2019 by the United States Trustee in the Chapter 11 Cases under section 1102 of the Bankruptcy Code [Docket No. 129], as reconstituted from time to time.

“Cure Claim Amount” has the meaning set forth in Article V.B of this Plan.

“D&O Liability Insurance Policies” means all insurance policies of any of the Debtors for directors’, managers’, and officers’ liability existing as of the Petition Date.

“Debtor Release” has the meaning set forth in Article IX.B.1 hereof.

“Debtor Releasing Parties” has the meaning set forth in Article IX.B.1 hereof.

“Disallowed Claim” means a Claim, or any portion thereof, that (a) has been disallowed by a Final Order, or (b) (i) is Scheduled at zero, in an unknown amount or as contingent, disputed or unliquidated and (ii) as to which the Claims Bar Date has been established but no Proof of Claim has been timely Filed or deemed timely Filed under applicable law.

“Disclosure Statement” means that certain Disclosure Statement for the Debtors’ Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of June 18, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time) that was approved by the Disclosure Statement Order.

“Disclosure Statement Order” means that certain Order (I) Approving the Disclosure Statement, (II) Determining Dates, Procedures, and Forms Applicable to Solicitation Process, (III) Establishing Vote Tabulation Procedures, and (IV) Establishing Objection Deadline and Scheduling Plan Confirmation Hearing, entered by the Bankruptcy Court on June 24, 2019 [Docket No. 718], as such order may be amended, supplemented, or modified from time to time in a manner consistent with the Settlement Stipulation and the Equity Committee Settlement Stipulation (provided it remains in full force and effect) and otherwise reasonably acceptable to the Debtors and the Creditors’ Committee, and the Equity Committee solely with respect to the Equity Committee Settlement Stipulation.

“Disputed Claim” means any Claim, or any portion thereof, that is not a Disallowed Claim, that has not been Allowed under this Plan or a Final Order of the Bankruptcy Court, and

(a) if a Proof of Claim has been timely Filed by the applicable Claims Bar Date, such Claim is designated on such Proof of Claim as unliquidated, contingent or disputed, or in zero or unknown amount, and has not been resolved by written agreement of the parties or a Final Order of the Bankruptcy Court; or

(b) if either (1) a Proof of Claim has been timely Filed by the applicable Claims Bar Date or (2) a Claim has been listed on the Schedules as other than unliquidated, contingent or disputed, or in zero or unknown amount, a Claim (i) as to which any Debtor has timely Filed an objection or request for estimation in accordance with this Plan, the Bankruptcy Code, the Bankruptcy Rules, and any orders of the Bankruptcy Court or for which such time period to object or File a request for estimation has not yet expired as of the applicable date of determination or (ii) which is otherwise disputed by any Debtor in accordance with applicable law, in each case which objection, request for estimation or dispute has not been withdrawn, overruled or determined by a Final Order; or

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(c) that is the subject of an objection or request for estimation Filed in the Bankruptcy Court and which such objection or request for estimation has not been withdrawn, resolved or overruled by Final Order of the Bankruptcy Court; or

(d) that is otherwise disputed by any Debtor in accordance with the provisions of this Plan or applicable law, which dispute has not been withdrawn, resolved or overruled by Final Order.

“Distribution Agent” means the Debtors or any Entity or Entities chosen by the Debtors, which Entities may include a transfer agent, or the Voting and Claims Agent, to make or facilitate distributions required by the Plan.

“Distribution Record Date” means the date for determining which Holders of Claims and Equity Interests (provided the Equity Committee Settlement Stipulation remains in full force and effect) are eligible to receive distributions under this Plan, which date shall be the Effective Date.

“Effective Date” means the first Business Day selected by the Debtors (with the reasonable consent of the Creditors’ Committee) on which (a) the conditions specified in Article VIII of this Plan have been satisfied or waived in accordance with the terms of Article VIII, and (b) no stay of the Confirmation Order is in effect.

“Effective Date Debt Limit” means Two Hundred Twenty Five Million Dollars ($225,000,000), inclusive of all funded New Secured Financing and any pre-petition debt Reinstated under this Plan.

“Eligible Offeree” means an unsecured creditor who is an Accredited Investor as of the effective date of the Minimum Cash Commitment Agreement.

“Entity” is as defined in section 101(15) of the Bankruptcy Code.

“Equity Committee” means the official committee of equity security holders appointed on April 25, 2019 by the United States Trustee in the Chapter 11 Cases under section 1102 of the Bankruptcy Code [Docket No. 345], as may be reconstituted from time to time.

“Equity Committee Settlement Stipulation” means the Stipulation Among Debtors and Equity Committee Regarding Matters to Be Resolved Pursuant to Bankruptcy Rule 9019 [Docket No. 686].

“Equity Interest” means any Equity Security in any Debtor, including, without limitation, all issued, unissued, authorized or outstanding units and other ownership interests, including limited liability company interests, together with (a) any options, warrants or contractual rights to purchase or acquire any such Equity Securities at any time with respect to any Debtor, and all rights arising with respect thereto and (b) the rights of any Entity to purchase or demand the issuance of any of the foregoing and shall include: (i) conversion, exchange, voting, participation, dividend and distribution rights; (ii) liquidation preferences; (iii) options, warrants, and call and put rights; (iv) share-appreciation rights; and (v) all unexercised Equity Interests.

“Equity Security” is as defined in section 101(16) of the Bankruptcy Code.

“Estate(s)” means, individually, the estate of each of the Debtors and, collectively, the estates of all of the Debtors created under section 541 of the Bankruptcy Code.

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“Exchange Act” means the Securities Exchange Act of 1934, 15 U.S.C. §§ 78a et seq., as now in effect or hereafter amended, and any similar federal, state or local law.

“Exculpated Parties” means, collectively, and in each case in their capacity as such: (i) the Debtors and the Reorganized Debtors; (ii) the Creditors’ Committee and the members thereof, solely in such capacity; (iii) the Equity Committee and the members thereof, solely in such capacity; and (iv) with respect to each of the foregoing Entities, each of their respective Related Persons that served in such capacity.

“Exculpation” means the exculpation provision set forth in Article IX.E hereof.

“Executory Contract” means all contracts and leases to which any Debtor is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

“Exhibit” means an exhibit annexed to either this Plan or as an appendix to the Disclosure Statement (as such exhibits are amended, modified or otherwise supplemented from time to time).

“Existing PHI Interests” means all interests in PHI immediately prior to the Effective Date, including all options, warrants, common and preferred shares.

“Face Amount” means (a) when used in reference to a Disputed Claim, the full stated amount of the Claim asserted by the applicable Holder in any Proof of Claim timely Filed with the Bankruptcy Court and (b) when used in reference to an Allowed Claim, the Allowed amount of such Claim.

“File” or “Filed” or “Filing” means file, filed or filing with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases.

“Final Order” means an order or judgment of the Bankruptcy Court, or court of competent jurisdiction with respect to the subject matter, as entered on the docket in any Chapter 11 Case or the docket of any court of competent jurisdiction, and as to which the time to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired and no appeal or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be timely Filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument, or rehearing shall have been denied, resulted in no stay pending appeal of such order, or has otherwise been dismissed with prejudice; provided, however, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed with respect to such order shall not preclude such order from being a Final Order.

“General Administrative Claim” means any Administrative Claim, other than an Accrued Professional Compensation Claim and Claims for fees and expenses under 28 U.S.C § 1930(a).

“General Unsecured Claim” means any Claim, including, without limitation, any Unsecured Notes Claim and any deficiency Claim arising under or related to the Blue Torch Facility, that is not (a) a Secured Claim, (b) a Claim entitled to priority under the Bankruptcy Code or any Final Order of the Bankruptcy Court, (c) a Subordinated Claim, (d) an Intercompany Claim, or (e) any unsecured Claims that may be held by Thirty Two, Mr. Al A. Gonsoulin, or their respective Related Persons.

“Governmental Unit” is as defined in section 101(27) of the Bankruptcy Code. “Green Book” has the meaning set forth in Article V.H.2.

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“Holder” means an Entity holding a Claim or Equity Interest.

“Impaired” means, when used in reference to a Claim or Equity Interest, a Claim or Equity Interest that is “impaired” within the meaning of section 1124 of the Bankruptcy Code.

“Initial Distribution Date” means the date that is as soon as practicable after the Effective Date, but no later than thirty (30) days after the Effective Date, when, subject to the “Treatment” sections in Article III hereof, distributions under this Plan shall commence to Holders of Allowed Claims.

“Insurance Policy” and, collectively, the “Insurance Policies” means each of the insurance policies issued to or for the benefit of any Debtor(s) or any of their predecessors-in-interest and any agreements, documents or instruments related thereto.

“Intercompany Claim” means any Claim against a Debtor held by another Debtor or by a non-Debtor subsidiary of a Debtor.

“Intercompany Interest” means an Equity Interest in a Debtor other than PHI held by another Debtor or by a non-Debtor affiliate of a Debtor.

“KEIP Participant” means each participant in the Debtors’ Key Employee Incentive Plan, as approved by the Bankruptcy Court on June 6, 2019 [Docket No. 620].

“Lien” means a “lien” as defined in section 101(37) of the Bankruptcy Code, and, with respect to any property or asset, includes, without limitation, any mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such property or asset.

“Local Rules” means the Local Rules of Bankruptcy Practice and Procedure of the Bankruptcy Court.

“Management Incentive Plan” means a post-emergence management incentive plan for awards to MIP Participants, as contemplated by, and consistent with, Article IV.F of the Plan.

“MIP Participant” has the meaning set forth in Article IV.F.

“Minimum Cash Commitment” means the binding obligation of the Commitment Parties to purchase New Common Stock in an amount sufficient to (i) first, ensure satisfaction of the Minimum Cash Threshold and (ii) second, satisfy the payment of the Allowed Thirty Two Claim in full, in Cash, on the Effective Date, if the New Secured Financing is insufficient to satisfy such payment of the Allowed Thirty Two Claim; provided, however, that in no event shall the Commitment Parties have any obligation to fund more than Seventy Five Million Dollars ($75,000,000) in connection with the Minimum Cash Commitment, and any such obligations shall be in accordance with, and subject to the terms and conditions of the Minimum Cash Commitment Agreement.

“Minimum Cash Commitment Agreement” means that certain Minimum Cash Commitment Agreement by and among the Debtors and the Commitment Parties, which shall be consistent with the Settlement Stipulation and otherwise reasonably acceptable to the Debtors and the Creditors’ Committee and shall be included in the Plan Supplement.

“Minimum Cash Commitment Exchange” means that certain exchange under which New Holding Company shall issue New Common Stock to each Commitment Party, pro rata, in exchange for such Commitment Party’s funding of its agreed portion of the Minimum Cash Commitment in accordance with the Minimum Cash Commitment Agreement.

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“Minimum Cash Commitment Premium” has the meaning set forth in the Minimum Cash Commitment Agreement.

“Minimum Cash Threshold” has the meaning set forth in Article IV.D.3 of the Plan.

“Modified Aircraft Lease” means an amended and restated aircraft lease between PHI and an Aircraft Lessor, which lease, subject to Bankruptcy Court approval shall amend, restate, modify and supersede the respective parties’ Aircraft Lease.

“New Board” means the initial seven (7) member board of directors of New Holding Company, as determined in accordance with the Settlement Stipulation and the New Equity Documents.

“New Common Stock” means the shares of common stock, par value $0.01 per share, of New Holding Company issued pursuant to the Plan in accordance with the terms and conditions set forth in the Settlement Stipulation.

“New Common Stock Distribution” means the issuance of shares representing one hundred percent (100%) of the New Common Stock outstanding on the Effective Date to Holders of Allowed Claims in Classes 4 and 5 subject to dilution only on account of (i) the Minimum Cash Commitment Exchange, (ii) the Management Incentive Plan, and (iii) to the extent the Equity Committee Settlement Agreement remains in full force and effect, the Old Equity Settlement Warrants.

“New Equity Documents” means any shareholder agreement, organizational documents, evidence of equity interests (including share certificates or other mutually agreed evidence of equity interests), or other governance documents for the Reorganized Debtors, which documents shall be consistent with the Settlement Stipulation, the Equity Committee Settlement Stipulation (to the extent the Equity Committee Settlement Agreement remains in full force and effect) and otherwise reasonably acceptable to the Debtors and the Creditors’ Committee.

“New Equity Securities” has the meaning set forth in Article IV.L.

“New Holding Company” has the meaning set forth in Article IV.I of this Plan.

“New Secured Financing” means the new secured financing facility (or facilities) entered into by the Debtors, which will have the terms set forth in the New Secured Financing Documents and as disclosed in the Plan Supplement and which shall be consistent with the Settlement Stipulation and otherwise reasonably acceptable to the Debtors and the Creditors’ Committee.

“New Secured Financing Documents” means any documentation necessary to effectuate the New Secured Financing which shall be consistent with the Settlement Stipulation and otherwise reasonably acceptable to the Debtors and the Creditors’ Committee.

“New Warrants” means the warrants, each exercisable for one (1) share of New Common Stock, issued by New Holding Company pursuant to Article IV.D.5 of the Plan.

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“Non-Debtor Releasing Parties” means, collectively, the following, in each case in their capacity as such unless noted otherwise: (i) the Holders of Unimpaired Claims; (ii) each Holder of an Impaired Claim or Existing PHI Interests that (a) votes to accept the Plan or (b) either (1) abstains from voting or (2) votes to reject the Plan and, in the case of either (b)(1) or (2), does not opt out of the voluntary release contained in Article IX.B.2 of the Plan by checking the opt out box on the Ballot, and returning it in accordance with the instructions set forth thereon, indicating that they opt not to grant the releases provided in the Plan; (iii) Mr. Al A. Gonsoulin; (iv) Thirty Two; (v) pursuant to the Settlement Stipulation, each member of the Creditors’ Committee (other than Delaware Trust, in its capacity as Indenture Trustee); (vi) pursuant to the Equity Committee Settlement Stipulation, each member of the Equity Committee; (vii) the Entities described in the foregoing clauses (iii) and (iv), in each case in any and all of their capacities, including, without limitation, as employee, director, officer, creditor or stockholder; and (viii) the respective Related Persons of each of the Entities described in the foregoing clauses (iii) and (iv).

“Non-Solicit and Non-Disparagement Agreement” has the meaning set forth in Article IV.O.3 of this Plan.

“Non-U.S. Citizen” means a Holder of an Allowed Class 4 or Class 5 Claim that is not determined to be a U.S. Citizen under the procedure set forth in Article III.B.10(b) of this Plan.

“Notice” has the meaning set forth in Article XII.J of this Plan.

“Old Equity Settlement Warrants” means the warrants, issued by New Holding Company pursuant to Article IV.D.D.6 of the Plan, which shall be consistent with the Equity Committee Settlement Stipulation and otherwise reasonably acceptable to the Debtors, the Creditors’ Committee and the Equity Committee.

“Other Priority Claim” means any Claim accorded priority in right of payment under section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or an Administrative Claim.

“Other Secured Claim” means any Secured Claim (other than an Administrative Claim, a Secured Tax Claim, the Blue Torch Claim or the Thirty Two Claim).

“Person” means a “person” as defined in section 101(41) of the Bankruptcy Code and also includes any natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other Entity, whether acting in an individual, fiduciary or other capacity.

“Petition Date” means March 14, 2019, the date on which the Debtors commenced the Chapter 11 Cases.

“PHI” means PHI, Inc.

“Plan” means this Debtors’ Modified Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of August 9, 2019, including the Exhibits and Plan Schedules and all supplements, appendices, and schedules thereto, either in its present form or as the same may be amended, supplemented, or modified from time to time consistent with the Settlement Stipulation (to the extent it remains in full force and effect) and the Equity Committee Settlement Stipulation and otherwise in form and substance reasonably acceptable to the Debtors and the Creditors’ Committee, and the Equity Committee solely with respect to the Equity Committee Settlement Stipulation.

“Plan Distribution” means the payment or distribution of consideration to Holders of Allowed Claims or Allowed Existing PHI Interests (to the extent the Equity Committee Settlement Agreement remains in full force and effect) under this Plan.

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“Plan Equity Value” means the equity value of the New Common Stock, derived and calculated by subtracting net debt, as of the Effective Date, from the Total Enterprise Value, where the net debt as of the Effective Date is calculated as gross funded debt less pro forma unrestricted cash (inclusive of any cash from the Minimum Cash Commitment Exchange). The Plan Equity Value shall be disclosed in the Plan Supplement.

“Plan Schedule” means a schedule annexed to this Plan or an appendix to the Disclosure Statement (as amended, supplemented or otherwise modified from time to time in a manner consistent with the Settlement Stipulation and, to the extent it remains in full force and effect, the Equity Committee Settlement Stipulation), which shall be deemed to include any documents Filed as part of the Plan Supplement.

“Plan Supplement” means, collectively, the compilation of documents, forms of documents and/or term sheets relevant to the implementation of the Plan, and all exhibits, attachments, schedules, agreements, documents and instruments referred to therein, ancillary or otherwise, including, without limitation, the Exhibits and Plan Schedules, to be Filed with the Bankruptcy Court at least seven (7) days prior to the Confirmation Hearing, all of which are incorporated by reference into, and are an integral part of, this Plan, and which shall be consistent with the Settlement Stipulation and the Equity Committee Settlement Stipulation (to the extent it remains in full force and effect) and otherwise in form and substance reasonably acceptable to the Debtors and the Creditors’ Committee and, solely with respect to the Old Equity Settlement Warrants, the reasonable consent of the Equity Committee.

“Priority Tax Claim” means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

“Pro Rata” means the proportion that (a) the Face Amount of a Claim in a particular Class or Classes (or portions thereof, as applicable) bears to (b) the aggregate Face Amount of all Claims (including Disputed Claims, but excluding Disallowed Claims) in such Class or Classes (or portions thereof, as applicable), unless this Plan provides otherwise.

“Professional Fee Escrow Account” means an interest-bearing escrow account in an amount equal to the Professional Fee Reserve Amount funded and maintained by the Reorganized Debtors on and after the Effective Date solely for the purpose of paying all Allowed and unpaid fees and expenses of Retained Professionals in the Chapter 11 Cases.

“Professional Fee Reserve Amount” means the aggregate Accrued Professional Compensation Claims through the Effective Date as estimated by the Retained Professionals in accordance with Article II.A.2.c of this Plan.

“Proof of Claim” means a proof of Claim Filed against any Debtor in the Chapter 11 Cases. “Reinstated” or “Reinstatement” means, with respect to Claims and Equity Interests, that the Claim or Equity Interest shall be rendered Unimpaired in accordance with section 1124 of the Bankruptcy Code.

“Related Persons” means, with respect to any Person, such Person’s predecessors, successors, assigns and present and former Affiliates (whether by operation of law or otherwise) and each of their respective subsidiaries, and each of their respective current and former officers, directors, principals, employees, shareholders, members (including ex officio members and managing members), managers, managed accounts or funds, management companies, fund advisors, advisory board members, partners, agents, financial advisors, attorneys, accountants, investment bankers, investment advisors, consultants, representatives, and other professionals, in each case acting in such capacity at any time on or after the Petition Date, and any Person claiming by or through any of them, including such Related Persons’ respective heirs, executors, estates, servants, and nominees; provided, however, that no insurer of any Debtor shall constitute a Related Person of any Debtor or Reorganized Debtor.

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“Release” means the release given by the Releasing Parties to the Released Parties as set forth in Article IX.B hereof.

“Released Party” and, collectively, the “Released Parties” means each of the following, in each case in their capacity as such: (i) the Debtors; (ii) the Reorganized Debtors; (iii) Thirty Two; (iv) the Creditors’ Committee and its current and former members, whether in their capacities as members of the Creditors’ Committee or as members of the ad hoc group of Holders of Unsecured Notes; (v) the Equity Committee and its current and former members; (vi) Mr. Al A. Gonsoulin; (vii) the respective Related Persons of each of the Entities described in the foregoing clauses (i), (ii), (iv) and (v); and (viii) in each case of clauses (iii) and (vi), in any and all of their capacities, including, without limitation, as employee, director, officer, creditor or stockholder.

“Releasing Party” has the meaning set forth in Article IX.B.2 hereof.

“Reorganized Debtors” means the Debtors, as reorganized pursuant to and under the Plan, or any successor thereto by merger, consolidation, or otherwise on or after the Effective Date, including any transferee, assignee, or successor of any Reorganized Debtor, including New Holding Company, created to issue the New Common Stock as determined by the Debtors and the Creditors’ Committee in accordance with the Settlement Stipulation.

“Reorganized PHI” means, subject to the Restructuring Transactions, PHI, as reorganized under this Plan on or after the Effective Date, and its successors.

“Restructuring Documents” means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, which may include, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, and the New Equity Documents, which documents and agreements shall be consistent with the Settlement Stipulation and, to the extent it remains in full force and effect, the Equity Committee Settlement Stipulation and otherwise in form and substance reasonably acceptable to the Debtors and the Creditors’ Committee.

“Restructuring Expenses” means the fees and expenses payable under the Minimum Cash Commitment Agreement, the New Secured Financing Documents, the Unsecured Notes Indenture Trustee Expenses and the expenses of the members of the Creditors’ Committee, and the reasonable expenses of members of the Equity Committee, allowable under section 503(b)(3)(F) of the Bankruptcy Code.

“Restructuring Transactions” has the meaning ascribed thereto in Article IV.D of this Plan.

“Retained Professional” and collectively, “Retained Professionals” means any Entity: (a) employed in the Chapter 11 Cases under a Final Order in accordance with section 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to the Effective Date, under sections 327, 328, 329, 330, or 331 of the Bankruptcy Code (other than an ordinary course professional retained under an order of the Bankruptcy Court); or (b) for which compensation and reimbursement has been allowed by the Bankruptcy Court under section 503(b)(4) of the Bankruptcy Code.

“Scheduled” means with respect to any Claim, the status and amount, if any, of such Claim as set forth in the Schedules.

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“Schedules” means the schedules of assets and liabilities, schedules of Executory Contracts, and statement of financial affairs Filed by the Debtors under section 521 of the Bankruptcy Code and the applicable Bankruptcy Rules, as such Schedules may be amended, modified, or supplemented from time to time.

“Secured Claim” means a Claim that is secured by a Lien on property in which any of the Debtors’ Estates have an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Holder’s interest in such Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined under section 506(a) of the Bankruptcy Code or, in the case of setoff, under section 553 of the Bankruptcy Code.

“Secured Tax Claim” means any Secured Claim which, absent its secured status, would be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code.

“Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77c-77aa, as now in effect or hereafter amended, and any similar federal, state or local law.

“Settlement Stipulation” means the Stipulation Regarding Matters to Be Resolved Pursuant to Bankruptcy Rule 9019 [Docket No. 624].

“Stamp or Similar Tax” means any stamp tax, recording tax, conveyance fee, intangible or similar tax, mortgage tax, personal or real property tax, real estate transfer tax, sales tax, use tax, transaction privilege tax (including, without limitation, such taxes on prime contracting and owner-builder sales), privilege taxes (including, without limitation, privilege taxes on construction contracting with regard to speculative builders and owner builders), and other similar taxes or fees imposed or assessed by any Governmental Unit.

“Stockholders Agreement” means the stockholders agreement, if any, with respect to the New Common Stock to be entered into on the Effective Date, which shall be included in the Plan Supplement, and which shall be consistent with the Settlement Stipulation and otherwise in form and substance reasonably acceptable to the Debtors and the Creditors’ Committee.

“Subordinated Claim” means any Claim that is subject to (i) subordination under section 510(b) of the Bankruptcy Code or (ii) equitable subordination as determined by the Bankruptcy Court in a Final Order, including, without limitation, any Claim for or arising from the rescission of a purchase, sale, issuance, or offer of a security of any Debtor; for damages arising from the purchase or sale of such a security; or for reimbursement, indemnification, or contribution allowed under section 502 of the Bankruptcy Code on account of such Claim.

“Third Party Release” has the meaning ascribed thereto in Article IX.B.2 of this Plan.

“Thirty Two” means Thirty Two, L.L.C.

“Thirty Two Claim” means the Secured Claim arising under, derived from, based on, and secured under the Thirty Two Loan Agreement, which Secured Claim shall be Allowed in the aggregate amount of One Hundred Thirty Two Million Two Hundred Fifty Thousand Dollars ($132,250,000), inclusive of any and all accrued interest, fees (including, without limitation, professional fees), expenses, costs, and other charges payable with respect to the Thirty Two Loan Agreement whether accruing before, on, or after the Petition Date, in each case whether or not already paid in connection with any order of the Bankruptcy Court; provided that the amount of such Secured Claim shall be reduced by any payments made after the Petition Date and prior to the Effective Date on account of such Secured Claim, including any payments for fees (including, without limitation, professional fees), expenses, costs, and other charges payable with respect to the Thirty Two Loan Agreement.

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“Thirty Two Loan Agreement” means that certain Loan Agreement, dated as of September 28, 2018 (as amended, modified, supplemented, or otherwise restated from time to time), by and among PHI as borrower, certain subsidiaries of PHI as guarantors party thereto, and Thirty Two as lender, including and any other documents delivered pursuant thereto or in connection therewith.

“Total Enterprise Value” means Four Hundred and Eighty Seven Million Five Hundred Thousand Dollars ($487,500,000).

“Unexpired Lease” means a lease to which any Debtor is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

“Unimpaired” means, with respect to a Class of Claims or Equity Interests, a Claim or an Equity Interest that is “unimpaired” within the meaning of section 1124 of the Bankruptcy Code.

“United States Trustee” means the office of the United States Trustee for Region 6.

“Unsecured Notes” means the 5.25% Senior Notes due 2019 issued under the Unsecured Notes Indenture in the aggregate principal amount outstanding of Five Hundred Million Dollars ($500,000,000).

“Unsecured Notes Claim” means any Claim arising from, or related to, the Unsecured Notes Indenture and the Unsecured Notes, including all prepetition interest, fees, and other expenses due under the Unsecured Notes and Unsecured Notes Indenture and otherwise determined to be allowable, and any related guarantee claims.

“Unsecured Notes Indenture” means that certain indenture, dated as of March 17, 2014 (as amended, modified, supplemented, or otherwise restated from time to time), among PHI, the guarantors party thereto, and the Unsecured Notes Indenture Trustee.

“Unsecured Notes Indenture Trustee” means Delaware Trust Company (as successor to U.S. Bank National Association), solely in its capacity as successor indenture trustee under the Unsecured Notes Indenture.

“Unsecured Notes Indenture Trustee Expenses” means all reasonable and documented fees and out-of-pocket costs and expenses (including attorneys’ fees and expenses), incurred prior to or after the Petition Date by the Unsecured Notes Indenture Trustee that are required to be paid under the Unsecured Notes Indenture.

“U.S. Citizen” means a citizen of the United States as defined in 49 U.S.C. § 40102(a)(15) and interpreted and applied by the U.S. Department of Transportation.

“Voting and Claims Agent” means Prime Clerk LLC, in its capacity as solicitation, notice, claims and balloting agent for the Debtors.

“Voting Classes” means Classes 2, 4, 5, 6, 8 and 10.

“Voting Deadline” means the deadline established by the Bankruptcy Court by which Ballots accepting or rejecting the Plan must be received by the Voting and Claims Agent.

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B. Rules of Interpretation

1. For purposes herein: (a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (b) unless otherwise specified, any reference herein to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (c) unless otherwise specified, any reference herein to an existing document or exhibit having been Filed or to be Filed shall mean that document or exhibit, as it may thereafter be amended, modified, or supplemented; (d) unless otherwise specified, all references herein to “Articles” are references to Articles of this Plan; (e) the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (f) the words “include” and “including” and variations thereof shall not be deemed to be terms of limitation and shall be deemed to be followed by the words “without limitation”; (g) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; (h) references to “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the like shall include “Proofs of Interest,” “Holders of Equity Interests,” “Disputed Interests,” and the like, as applicable; (i) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation hereof; (j) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (k) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; and (l) any effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity, and such interpretation shall control.

2. All references in the Plan to monetary figures refer to currency of the United States of America, unless otherwise expressly provided.

3. Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors or to the Reorganized Debtors mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires.

C. Computation of Time

Unless otherwise specifically stated in the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed in the Plan. If the date on which a transaction may occur under the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day. Any references to the Effective Date shall mean the Effective Date or as soon as reasonably practicable thereafter unless otherwise specified herein.

D. Controlling Document

In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event of an inconsistency between the Plan and the Plan Supplement, the Plan shall control. In the event of an inconsistency between the Plan and the Confirmation Order, the Confirmation Order shall control.

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E. Settlement Stipulation

Notwithstanding anything to the contrary in the Plan, the Plan Supplement, the Confirmation Order, or the Disclosure Statement, any and all consent rights in the Settlement Stipulation with respect to the form and substance of the Plan, the Plan Supplement, and any other documents relating to the Restructuring Transactions, including, without limitation, any amendments, restatements, supplements, or other modifications to such documents and any consents, waivers, or other deviations under or from any such documents, shall be incorporated by reference herein and fully enforceable as if stated in full herein. Solely with respect to any consent or consultation rights in this Plan, in the event of an inconsistency between the Plan, the Plan Supplement, the Disclosure Statement, and the Settlement Stipulation, the Settlement Stipulation shall control.

ARTICLE II.

ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, UNITED STATES TRUSTEE

STATUTORY FEES AND OTHER PRIORITY CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority Tax Claims, United States Trustee statutory fees, and Other Priority Claims have not been classified and, thus, are excluded from the Classes of Claims and Equity Interests set forth in Article III of this Plan.

A. Administrative Claims

1. General Administrative Claims

Subject to the provisions of sections 328, 330(a), and 331 of the Bankruptcy Code and except to the extent that a Holder of an Allowed General Administrative Claim and the applicable Debtor before the Effective Date or the applicable Reorganized Debtor after the Effective Date agree to less favorable treatment, each Holder of an Allowed General Administrative Claim will be paid the full unpaid amount of such Allowed General Administrative Claim in Cash: (a) if such Allowed General Administrative Claim is based on liabilities that the Debtors incurred in the ordinary course of business after the Petition Date, in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Administrative Claim and without any further action by any Holder of such Allowed General Administrative Claim; (b) if such Allowed General Administrative Claim is due, on the Effective Date, or, if such Allowed General Administrative Claim is not due as of the Effective Date, on the date that such Allowed General Administrative Claim becomes due or as soon as reasonably practicable thereafter; (c) if a General Administrative Claim is not Allowed as of the Effective Date, on the date that is no later than sixty (60) days after the date on which an order allowing such General Administrative Claim becomes a Final Order of the Bankruptcy Court or as soon as reasonably practicable thereafter; or (d) at such time and upon such terms as set forth in a Final Order of the Bankruptcy Court.

2. Accrued Professional Compensation Claims

a. Final Fee Applications

All final requests for Accrued Professional Compensation Claims shall be Filed no later than forty-five (45) days after the Effective Date. The amount of Accrued Professional Compensation Claims owed to the Retained Professionals shall be paid in Cash to such Retained Professionals from funds held in the Professional Fee Escrow Account after such Claims are Allowed by a Final Order. To the extent that funds

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held in the Professional Fee Escrow Account are unable to satisfy the amount of Accrued Professional Compensation Claims owed to the Retained Professionals, such Retained Professionals shall have an Allowed Administrative Claim for any such deficiency, which shall be satisfied in accordance with Article II.A.1 of this Plan. After all Allowed Accrued Professional Compensation Claims have been paid in full, any excess amounts remaining in the Professional Fee Escrow Account shall be returned to the Reorganized Debtors.

b. Professional Fee Escrow Account

On the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the Retained Professionals. Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors.

c. Professional Fee Reserve Amount

To receive payment for unbilled fees and expenses incurred through the Effective Date, the Retained Professionals shall estimate in good faith their Accrued Professional Compensation Claims (taking into account any retainers) prior to and as of the Effective Date and shall deliver such estimate to the Debtors at least three (3) calendar days prior to the Effective Date; provided that such estimate shall not be considered a limitation with respect to the fees and expenses of such Retained Professional. If a Retained Professional does not provide such estimate, the Reorganized Debtors may estimate the unbilled fees and expenses of such Retained Professional; provided that such estimate shall not be considered an admission or limitation with respect to the fees and expenses of such Retained Professional. The total amount so estimated as of the Effective Date by the Retained Professionals or the Debtors, as applicable, shall comprise the Professional Fee Reserve Amount.

d. Post-Effective Date Fees and Expenses

Upon the Effective Date, any requirement that Retained Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate. Each Debtor or Reorganized Debtor, as applicable, may employ and pay any fees and expenses of any professional, including any Retained Professional, in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court, including with respect to any transaction, reorganization, or success fees payable by virtue of the Consummation of this Plan.

e. Substantial Contribution Compensation and Expenses

Except as otherwise specifically provided in the Plan, any Entity that requests compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases under sections 503(b)(3), (4), and (5) of the Bankruptcy Code must File an application and serve such application on counsel for the Debtors or Reorganized Debtors, as applicable, and counsel for the Creditors’ Committee, as required by the Bankruptcy Court, the Bankruptcy Code, and the Bankruptcy Rules on or before ten (10) Business Days after the Confirmation Date.

B. Priority Tax Claims

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of each Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim due and payable on or prior to the Effective Date shall be treated under section 1129(a)(9)(C) of the Bankruptcy Code. To the extent any Allowed Priority Tax Claim is not due and owing on or before the Effective Date, such Claim shall be paid in full in Cash in accordance with the terms of any agreement between the Debtors and such Holder or as may be due and payable under applicable non-bankruptcy law or in the ordinary course of business.

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C. United States Trustee Statutory Fees

The Debtors and the Reorganized Debtors, as applicable, will pay fees payable under 28 U.S.C § 1930(a), including fees, expenses, and applicable interests payable to the United States Trustee, for each quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed, or closed, whichever occurs first.

D. Other Priority Claims

Subject to Article VIII hereof, on, or as soon as reasonably practicable after (i) the Initial Distribution Date, if such Other Priority Claim is an Allowed Other Priority Claim as of the Effective Date, or (ii) the date on which such Other Priority Claim becomes an Allowed Other Priority Claim, each Holder of an Allowed Other Priority Claim shall receive in full satisfaction, settlement, discharge and release of, and in exchange for, such Allowed Other Priority Claim, at the election of the Debtors or the Distribution Agent, as applicable: (A) Cash equal to the amount of such Allowed Other Priority Claim; (B) such other less favorable treatment as to which the Debtors or Distribution Agent, as applicable, and the Holder of such Allowed Other Priority Claim shall have agreed upon in writing; or (C) such other treatment such that it will not be Impaired; provided, however, that Other Priority Claims incurred by any Debtor in the ordinary course of business may be paid in the ordinary course of business by such Debtor in accordance with the terms and conditions of any agreements relating thereto without further notice to or order of the Bankruptcy Court.

ARTICLE III.

CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS

A. Summary

The Plan is premised upon the substantive consolidation of the Debtors, as set forth in more detail below, solely for the purposes of voting, determining which Claims and Equity Interests have accepted the Plan, Confirmation of the Plan, and the resultant treatment of Claims and Equity Interests and distributions under the terms of the Plan. Accordingly, the Plan shall serve as a motion for entry of a Bankruptcy Court order approving the substantive consolidation of the Debtors for these limited purposes. In accordance with section 1123(a)(1) of the Bankruptcy Code, the Debtors have not classified Administrative Claims and Priority Tax Claims, as described in Article II.

The categories of Claims and Equity Interests listed below classify Claims and Equity Interests for all purposes, including voting, Confirmation, and distribution pursuant hereto and under sections 1122 and 1123(a)(1) of the Bankruptcy Code. The Plan deems a Claim or Equity Interest to be classified in a particular Class only to the extent that the Claim or Equity Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Equity Interest qualifies within the description of such different Class. A Claim or an Equity Interest is in a particular Class only to the extent that any such Claim or Equity Interest is Allowed in that Class and has not been paid or otherwise settled prior to the Effective Date.

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Summary of Classification and Treatment of Claims and Interests

Class	Claim	Status	Voting Rights
1	Other Secured Claims	Unimpaired	Not Entitled to Vote (Deemed to Accept)
2	Thirty Two Claim	Impaired	Entitled to Vote
3	Blue Torch Claim	Unimpaired	Not Entitled to Vote (Deemed to Accept)
4	Aircraft Lessor Claims	Impaired	Entitled to Vote
5	General Unsecured Claims	Impaired	Entitled to Vote
6	Convenience Claims	Impaired	Entitled to Vote
7	Intercompany Claims	Impaired	Not Entitled to Vote (Deemed to Reject)
8	Subordinated Claims	Impaired	Entitled to Vote
9	Intercompany Interests	Unimpaired	Not Entitled to Vote (Deemed to Accept)
10	Existing PHI Interests	Impaired	Entitled to Vote

B. Classification and Treatment of Claims and Equity Interests

1. Class 1 – Other Secured Claims

(a) Classification: Class 1 consists of Other Secured Claims.

(b) Treatment: Except to the extent that a Holder of an Allowed Other Secured Claim agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of each Other Secured Claim, each Holder of an Allowed Other Secured Claim shall receive the following:

(i) payment in full in Cash equal to the amount of such Allowed Other Secured Claim;

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(ii) the Collateral securing its Allowed Other Secured Claim and payment of any interest required under section 506(b) of the Bankruptcy Code;

(iii) Reinstatement of such Allowed Other Secured Claim; or

(iv) such other treatment rendering such Allowed Other Secured Claim Unimpaired.

(c) Voting: Class 1 is Unimpaired, and Holders of Class 1 Other Secured Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Therefore, Holders of Class 1 Other Secured Claims are not entitled to vote to accept or reject the Plan.

2. Class 2 – Thirty Two Claim

(a) Classification: Class 2 consists of the Thirty Two Claim.

(b) Allowance: Pursuant to the Settlement Stipulation, on the Effective Date, the Thirty Two Claim shall be Allowed in the amount of One Hundred Thirty Two Million Two Hundred Fifty Thousand Dollars ($132,250,000), inclusive of all interest, fees (including, without limitation, professional fees), expenses, costs, and other charges payable with respect to the Thirty Two Loan Agreement whether accruing before, on, or after the Petition Date, in each case whether or not already paid in connection with any order of the Bankruptcy Court.

(c) Treatment: On the Effective Date, the Holder of an Allowed Thirty Two Claim shall receive, in full and final satisfaction, settlement, release, and discharge of its rights with respect to and under such Allowed Thirty Two Claim, Cash in the full amount of the Allowed Thirty Two Claim.

(d) Voting: Class 2 is Impaired, and the Holder of the Class 2 Thirty Two Claim is entitled to vote to accept or reject the Plan.

3. Class 3 – Blue Torch Claim

(a) Classification: Class 3 consists of the Blue Torch Claim.

(b) Allowance: The allowance of the Blue Torch Claim shall be subject to section 502 of the Bankruptcy Code and the objection and resolution process set forth in Article VII hereof.

(c) Treatment: Except to the extent that the Holder of the Allowed Blue Torch Claim agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of such Blue Torch Claim, the Holder of the Allowed Blue Torch Claim shall receive the following, as determined by the Debtors with the consent of the Creditors’ Committee (which consent shall not be unreasonably withheld):

(i) payment in full in Cash equal to the amount of the Allowed Blue Torch Claim; or

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(ii) Reinstatement of the Allowed Blue Torch Claim.

(d) Voting: Class 3 is Unimpaired, and the Holder of the Class 3 Blue Torch Claim is conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Therefore, the Holder of the Class 3 Blue Torch Claim is not entitled to vote to accept or reject the Plan.

4. Class 4 – Aircraft Lessor Claims

(a) Classification: Class 4 consists of the Aircraft Lessor Claims of those Aircraft Lessors who enter into Modified Aircraft Leases with the Debtors. Those Aircraft Lessors who do not enter into Modified Aircraft Leases shall have their Aircraft Leases rejected and shall have the ability to File rejection damage Claims which are treated as General Unsecured Claims under the Plan.

(b) Allowance: On the Effective Date, the Aircraft Lessor Claims shall be deemed Allowed.

(c) Treatment: Each Aircraft Lessor that enters into a Modified Aircraft Lease shall receive, in full and final satisfaction, settlement, release, and discharge of such Holder’s rights with respect to and under such Allowed Aircraft Lessor Claim, (i) in accordance with the citizenship determination procedures set forth in Article III.C below, its Pro Rata share of the New Common Stock Distribution, or (ii) to the extent the New Common Stock may not be issued to a Holder based on the fact that such Holder is not deemed to be a U.S. Citizen in accordance with the determination procedures set forth in Article III.C below, and the number of Non-U.S. Citizen equity holders has not exceeded applicable thresholds described in Article IV.D.5 of the Plan, New Warrants in lieu of New Common Stock to the extent of such Holder’s Pro Rata share of the New Common Stock Distribution.

(d) Voting: Class 4 is Impaired, and Holders of Class 4 Aircraft Lessor Claims are entitled to vote to accept or reject the Plan.

5. Class 5 – General Unsecured Claims

(a) Classification: Class 5 consists of the General Unsecured Claims, including, without limitation, the Unsecured Notes Claims, but excluding Convenience Claims.

(b) Allowance: The Unsecured Notes Claims shall be Allowed in the aggregate principal amount of $500,000,000, plus all accrued but unpaid interest through the Petition Date, plus any unpaid fees or expenses arising under the Unsecured Notes Indenture. The allowance of all other General Unsecured Claims shall be subject to section 502 of the Bankruptcy Code and the objection and resolution process set forth in Article VII hereof.

(c) Treatment: Each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction, settlement, release, and discharge of such Holder’s rights with respect to and under such Allowed General Unsecured Claim, (i) in accordance with the citizenship determination procedures set forth in Article III.C below, its Pro Rata share of the New Common Stock Distribution, or (ii) to the

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extent the New Common Stock may not be issued to a Holder based on the fact that such Holder is not deemed to be a U.S. Citizen in accordance with the determination procedures set forth in Article III.C below, and the number of Non-U.S. Citizen equity holders has not exceeded applicable thresholds described in Article IV.D.5 of the Plan, New Warrants in lieu of New Common Stock to the extent of such Holder’s Pro Rata share of the New Common Stock Distribution.

(d) Voting: Class 5 is Impaired, and Holders of Class 5 General Unsecured Claims are entitled to vote to accept or reject the Plan.

6. Class 6 – Convenience Claims

(a) Classification: Class 6 consists of the Convenience Claims.

(b) Allowance: The allowance of all Convenience Claims shall be subject to section 502 of the Bankruptcy Code and the objection and resolution process set forth in Article VII hereof.

(c) Treatment: Each Holder of a Convenience Claim shall receive, in full and final satisfaction, settlement, release, and discharge of such Holder’s rights with respect to and under such Allowed Convenience Claim, the Convenience Claim Distribution. For the avoidance of doubt, Holders of Allowed General Unsecured Claims with a Face Amount greater than $25,000 may elect to reduce the Face Amount of their Allowed General Unsecured Claim to $25,000 by notifying the Voting and Claims Agent of such election on or prior to the Voting Deadline and receive the treatment specified in this section for Class 6 Convenience Claims.

(d) Voting: Class 6 is Impaired, and Holders of Class 6 Convenience Claims are entitled to vote to accept or reject the Plan.

(e) Election into Class 6: Holders of Allowed General Unsecured Claims may, on or prior to the Voting Deadline, notify the Voting and Claims Agent in writing that such Holder elects to reduce the Face Amount of its Allowed General Unsecured Claim to $25,000 and have its Allowed General Unsecured Claim treated as a Convenience Claim and to receive the treatment specified in this section for Class 6 Convenience Claims.

7. Class 7 – Intercompany Claims

(a) Classification: Class 7 consists of the Intercompany Claims.

(b) Treatment: On the Effective Date or as soon thereafter as is practicable, the Intercompany Claims may be extinguished or compromised by distribution, contribution, or otherwise Reinstated, at the discretion of the Debtors (with the consent of the Creditors’ Committee (which consent shall not be unreasonably withheld)) or the Reorganized Debtors, as applicable, on or after the Effective Date.

(c) Voting: Class 7 is Impaired. Because the Holders of such Intercompany Claims are not expected to receive any distributions under this Plan, they are therefore conclusively deemed, under section 1126(g) of the Bankruptcy Code, to have rejected this Plan and are not entitled to vote to accept or reject this Plan.

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8. Class 8 – Subordinated Claims

(a) Classification: Class 8 consists of Subordinated Claims.

(b) Treatment: Subordinated Claims are subordinated under this Plan and section 510 of the Bankruptcy Code. The Holders of Subordinated Claims shall receive the same treatment as the Holders of Class 10 Existing PHI Interests.

(c) Voting: Class 8 is Impaired, and Holders of Class 8 Subordinated Claims are entitled to vote to accept or reject the Plan.

9. Class 9 – Intercompany Interests

(a) Classification: Class 9 consists of the Intercompany Interests.

(b) Treatment: Subject to the Restructuring Transactions, the Intercompany Interests shall remain effective, outstanding, and Reinstated on the Effective Date and shall be owned and held by Reorganized PHI as of the Effective Date.

(c) Voting: Class 9 is Unimpaired. Because the Holders of such Intercompany Interests are conclusively deemed, under section 1126(f) of the Bankruptcy Code, to have accepted this Plan, they are not entitled to vote to accept or reject this Plan.

10. Class 10 – Existing PHI Interests

(a) Classification: Class 10 consists of Existing PHI Interests.

(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 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 at least $0.09 per share, as determined by the Debtors, with the consent of the Creditors’ Committee, under a Black-Scholes calculation of the value of an Old Equity Settlement Warrant 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.

(c) Voting: Class 10 is Impaired, and Holders of Class 10 Existing PHI Interests are entitled to vote to accept or reject the Plan.

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C. Procedures for Citizenship Determination

If a Holder of an Allowed Class 4 Aircraft Lessor Claim or Class 5 General Unsecured Claim furnishes a Citizenship Declaration to the Debtors on or before the Distribution Record Date and, after review, the Debtors, in their reasonable discretion, accept such Citizenship Declaration as reasonable proof to establish that such Holder is a U.S. Citizen, such Holder will receive New Common Stock representing all of such holder’s Pro Rata share of the New Common Stock Distribution as of the Effective Date; provided, however, that if such Holder is a Non-U.S. Citizen, or if the Holder fails to furnish a Citizenship Declaration to the Debtors on or before the Distribution Record Date, or if the Citizenship Declaration of such Holder has not been accepted or has been rejected by the Debtors in their reasonable discretion on or before the date that is 5 Business Days after the Distribution Record Date, such Holder will be treated as a Non-U.S. Citizen for all purposes hereunder and under the Plan. In connection with the Debtors’ review of any Citizenship Declaration, the Debtors will have the right to require the Holder furnishing the Citizenship Declaration to provide the Debtors with such documentation and other information as they may reasonably request as proof confirming that the holder is a U.S. Citizen. The Debtors will treat all such documentation and information provided by a Holder as confidential; provided, that, the Debtors will share such information with the Creditors’ Committee on a confidential basis and will work cooperatively with the Creditors’ Committee with respect to citizenship issues.

D. Special Provision Governing Unimpaired Claims

Except as otherwise provided herein, nothing under this Plan shall affect or limit the Debtors’ or the Reorganized Debtors’ rights and defenses (whether legal or equitable) in respect of any Unimpaired Claims, including, without limitation, all rights in respect of legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claims.

E. Voting Classes; Presumed Acceptance by Non-Voting Classes

If a Class contains Claims or Equity Interests eligible to vote, and no Holders of Claims or Equity Interests eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be deemed accepted by the Holders of such Claims or Equity Interests in such Class.

F. Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Equity Interests or any Class thereof is Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date.

G. Confirmation Under Section 1129(a)(10) and Section 1129(b) of the Bankruptcy Code

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by an Impaired Class of Claims. The Debtors shall seek Confirmation under section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Equity Interests.

H. Subordinated Claims

The allowance, classification, and treatment of all Allowed Claims and Equity Interests and the respective distributions and treatments under the Plan shall take into account and conform to the relative priority and rights of the Claims and Equity Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Under section 510 of the Bankruptcy Code, the Debtors or the Reorganized Debtors, as applicable, reserve the right to re-classify any Allowed Claim or Allowed Equity Interest in accordance with any contractual, legal, or equitable subordination relating thereto.

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I. Elimination of Vacant Classes

Any Class of Claims that is not occupied as of the commencement of the Confirmation Hearing by an Allowed Claim or a claim temporarily allowed under Bankruptcy Rule 3018, or as to which no vote is cast, shall be deemed eliminated from this Plan for purposes of voting to accept or reject this Plan and for purposes of determining acceptance or rejection of this Plan by such Class under section 1129(a)(8) of the Bankruptcy Code.

J. Intercompany Interests

To the extent Reinstated under the Plan, distributions on account of Intercompany Interests are not being received by Holders of such Intercompany Interests on account of their Intercompany Interests but for the purposes of administrative convenience and due to the importance of maintaining the corporate structure for the ultimate benefit of the Holders that receive New Common Stock in exchange for the Debtors’ and Reorganized Debtors’ agreement under the Plan to make certain distributions on account of such Holders’ Allowed Claims.

ARTICLE IV.

MEANS FOR IMPLEMENTATION OF THE PLAN

A. Substantive Consolidation

Except as expressly provided in this Plan, each Debtor shall continue to maintain its separate corporate existence for all purposes other than the treatment of Claims under this Plan and distributions hereunder. On the Effective Date, (i) all Intercompany Claims among the Debtors shall be eliminated and there shall be no distributions on account of such Intercompany Claims; (ii) any obligation of a Debtor and any guarantee thereof by any other Debtor shall be deemed to be one obligation, and any such guarantee shall be eliminated, (iii) each Claim Filed or to be Filed against more than one Debtor shall be deemed Filed only against one consolidated Debtor and shall be deemed a single Claim against and a single obligation of the Debtors, and (iv) any joint or several liability of the Debtors shall be deemed one obligation of the Debtors, with each of the foregoing effective retroactive to the Petition Date. On the Effective Date, and in accordance with the terms of the Plan, all Claims based upon guarantees of collection, payment or performance made by one Debtor as to the obligations of another Debtor shall be released and of no further force and effect. Such substantive consolidation shall not (other than for purposes relating to the Plan) affect the legal and corporate structures of the Reorganized Debtors.

In the event the Bankruptcy Court does not approve the substantive consolidation of all of the Estates for the purposes set forth herein, the Plan shall be treated as a separate plan of reorganization for each Debtor not substantively consolidated.

The Plan shall serve as, and shall be deemed to be, a motion for entry of an order substantively consolidating the Chapter 11 Cases for the limited purposes set forth herein. If no objection to substantive consolidation is timely Filed and served by any Holder of an Impaired Claim on or before the deadline to object to the confirmation of the Plan, or such other date as may be fixed by the Bankruptcy Court and the Debtors meet their burden of introducing evidence to establish that substantive consolidation is merited under the standards of applicable bankruptcy law, the Confirmation Order, which shall be deemed to substantively consolidate the Debtors for the limited purposes set forth herein, may be entered by the Court. If any such objections are timely Filed and served, a hearing with respect to the substantive consolidation of the Chapter 11 Cases and the objections thereto shall be scheduled by the Bankruptcy Court, which hearing shall coincide with the Confirmation Hearing.

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B. General Settlement of Claims and Interests

Under sections 363 and 1123(b)(3)(A) of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the Plan Distributions, the payment of the Restructuring Expenses, and other benefits provided under this Plan, the Settlement Stipulation and the Equity Committee Settlement Stipulation, the provisions of this Plan, the Settlement Stipulation and the Equity Committee Settlement Stipulation shall constitute a good faith compromise and settlement of all Claims and controversies relating to the rights that a Holder of a Claim or Equity Interest may have with respect to such Claim or Equity Interest or any Plan Distribution on account thereof, including (i) the amount, value, and treatment of the Thirty Two Claim; (ii) the validity, extent and priority of the Liens securing the Thirty Two Claim; (iii) the value of the Debtors’ encumbered and unencumbered assets; (iv) the allocation of distributable value among the creditor classes and Existing PHI Interests; and (v) the Plan Equity Value and the Total Enterprise Value of the Debtors.

C. Global Settlement

Under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration of the substantial contribution and value provided, the Plan reflects a compromise and settlement of numerous Debtor-creditor, inter-creditor and existing equity issues, in the form of a global settlement, designed to achieve an economic settlement of such issues and potential Claims and Causes of Action against the Debtors. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, as of the Effective Date, of each of the compromises and settlements embodied in the Plan, including the Settlement Stipulation and the Equity Committee Settlement Stipulation, and the Bankruptcy Court’s finding that all such compromises or settlements are: (i) in the best interests of the Debtors, the Estates, the Reorganized Debtors, and their respective property and stakeholders; and (ii) fair, equitable and within the range of reasonableness. The terms of the Settlement Stipulation are incorporated into the Plan. The provisions of the Plan and the Settlement Stipulation, including, without limitation, the release, injunction, exculpation and compromise provisions of the Plan, are mutually dependent.

In the event that, for any reason, the Confirmation Order is not entered or the Effective Date does not occur, the Debtors, the Creditors’ Committee and the Equity Committee reserve all of their respective rights with respect to any and all disputes resolved and settled under the Plan, the Settlement Stipulation and the Equity Committee Settlement Stipulation and with respect to the terms of the Plan. The settlements contained in the Plan shall be subject to Federal Rule of Evidence 408.

As set forth in detail herein, the Settlement Stipulation shall be implemented as follows:

(i) Mr. Al A. Gonsoulin

In addition to the provisions set forth in Article IV.O.3, Mr. Al A. Gonsoulin (i) shall support the Plan, and (ii) shall not (a) object to, delay, impede, or take any other action to interfere with, delay, or postpone acceptance, consummation, or implementation of the Plan, (b) propose, file, support, or vote for any restructuring for the Debtors other than the Plan, (c) take any action to encourage any other person or entity to take any action, directly or indirectly, that would reasonably be expected to, breach or be inconsistent with the Settlement Stipulation, or (d) take any other action, directly or indirectly, that would reasonably be expected to interfere with the acceptance, consummation, or implementation of the Plan.

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Mr. Al A. Gonsoulin, Thirty Two, and each of their respective members and/or affiliates shall release, in any and all of their capacities as it relates to the Debtors or the non-Debtor affiliates, including, without limitation, as employee, director, officer, creditor, and/or stockholder, all claims, rights, and entitlements under contract, law, equity, or otherwise, they may have against the Debtors, the non-Debtor Affiliates, Reorganized Debtors, Creditors’ Committee, and any of such parties’ respective members and/or affiliates in their capacities as such (and such parties’ respective directors, officers, and employees).

(ii) Thirty Two Claim

The Thirty Two Claim shall be allowed and treated in the manner set forth in Article III.B.2 of the Plan, as set forth in the Settlement Stipulation.

(iii) Houlihan Lokey Capital, Inc.

Provided (i) the Plan goes effective, (ii) the Creditors’ Committee, its members (other than Delaware Trust Company, in its capacity as indenture trustee), and any Commitment Parties (other than Thirty Two LLC, if applicable) support Houlihan Lokey Capital, Inc.’s (“Houlihan Lokey”)² final fee application and payment of its Recapitalization Fee thereunder, and (iii) Delaware Trust Company, in its capacity as indenture trustee, does not object to Houlihan Lokey’s final fee application and payment of its Recapitalization Fee thereunder, then (iv) Houlihan Lokey will waive any right it has to increase its Recapitalization Transaction Fee by 15% as set forth in the Houlihan Lokey Engagement Agreement.

Houlihan Lokey shall not receive a Financing Transaction Fee; provided, however, if for any reason the Debtors and the Creditors’ Committee jointly request in writing that Houlihan Lokey assist with respect to any such Financing Transaction, and clearly indicate in such writing that they jointly intend for Houlihan Lokey to earn a Financing Transaction Fee, Houlihan Lokey shall be compensated as set forth in the Houlihan Lokey Engagement Agreement or as otherwise agreed to among the Debtors, Houlihan Lokey, and the Creditors’ Committee.

Upon the payment of the amounts sought, to the extent allowed by the Bankruptcy Court, in Houlihan Lokey’s final fee application, Houlihan Lokey shall not be entitled to any other payment by the Debtors or the Reorganized Debtors.

(iv) Mutual Releases

Pursuant to the Settlement Stipulation, the signatories to the Settlement Stipulation agree to support the mutual releases and exculpation provisions contained in Article IX of the Plan.

(v) Equity Committee Settlement

Pursuant to the Equity Committee Settlement Stipulation, the Equity Committee and its members so long as the Plan has not (without the Equity Committee’s consent (which shall not be unreasonably withheld) been amended, modified or supplemented in a manner inconsistent with this the Equity Committee Settlement Stipulation (i) shall support the Plan, and (ii) shall not (a) object to, delay, impede, or take any other action to interfere with, delay, or postpone acceptance, consummation, or implementation of the Plan, (b) propose, file, support, or vote for any restructuring for the Debtors other than the Plan, (c) take any action to encourage any other person or entity to take any action, directly or indirectly, that would

2 Capitalized terms used but not otherwise defined in this Article IV.C(iii) shall have the meanings set forth in the Settlement Stipulation.

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reasonably be expected to, breach or be inconsistent with the Settlement Stipulation, or (d) take any other action, directly or indirectly, that would reasonably be expected to interfere with the acceptance, consummation, or implementation of the Plan and the mutual releases and exculpation provisions contained in Article IX of the Plan, in exchange for the Old Equity Settlement Warrants as further described in Article IV.D.6 of the Plan. In addition, any compensation sought in a final fee application filed by Imperial Capital, LLC, as financial advisor to the Equity Committee, shall be limited to a maximum cap of $750,000, inclusive of all monthly and transaction fees and expenses. Neither the Debtors nor the Creditors Committee shall object to any professional fee application filed by Imperial Capital, LLC that conforms to the prior sentence provided that the Equity Committee Settlement Stipulation remains in full force and effect.

D. Restructuring Transactions

1. Restructuring Transactions

On the Effective Date, the Debtors, the Reorganized Debtors, or any other entities may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan (the “Restructuring Transactions”), including: (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, or reorganization containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any property, right, liability, duty, or obligation on terms consistent with the terms of the Plan; (c) the filing of appropriate certificates of incorporation, merger, or consolidation with the appropriate governmental authorities under applicable law; and (d) all other actions that the Debtors or the Reorganized Debtors, as applicable, and the Creditors’ Committee determine are necessary or appropriate.

The Confirmation Order shall and shall be deemed to, under both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan.

2. New Secured Financing

The Debtors or the Reorganized Debtors, as applicable, with the consent of the Creditors’ Committee, not to be unreasonably withheld, shall be authorized to enter into the New Secured Financing Documents on or before the Effective Date, provided, however, that the aggregate amount of the New Secured Financing shall not exceed the Effective Date Debt Limit. On the Effective Date, the New Secured Financing Documents shall constitute legal, valid, binding, and authorized obligations of either the Reorganized Debtors or the Debtors, as applicable, and following the consummation of the Restructuring Transactions, the New Secured Financing Documents shall constitute legal, valid, binding, and authorized obligations of the applicable Reorganized Debtors, enforceable in accordance with their terms. The financial accommodations to be extended under the New Secured Financing Documents are being extended and shall be deemed to have been extended in good faith and for legitimate business purposes and are reasonable and shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any other applicable non-bankruptcy law. On the Effective Date, all of the Liens and security interests to be granted in accordance with the New Secured Financing Documents (a) shall be deemed to be granted, (b) shall be legal, binding, and enforceable Liens on and security interests in the collateral granted thereunder in accordance with the terms of the New Secured Financing Documents, (c) shall be deemed automatically perfected on the Effective Date (without any further action being required by the Debtors, the Reorganized Debtors, as applicable, the applicable agent, or any of the applicable lenders), having the priority set forth in the New Secured Financing Documents and subject only to such Liens and security interests as may be permitted

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under the New Secured Financing Documents, and (d) shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law. The Debtors, the Reorganized Debtors, as applicable, and the Entities granted such Liens and security interests are authorized to make all filings and recordings and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order, and any such filings, recordings, approvals, and consents shall not be required) and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties.

3. Minimum Cash Commitment Exchange

Subject to approval of the Minimum Cash Commitment Agreement and to the terms and conditions thereof, the Minimum Cash Commitment shall be funded in accordance therewith. On the Effective Date, the Reorganized Debtors shall consummate the Minimum Cash Commitment Exchange and New Common Stock shall be issued to the Commitment Parties pursuant to the Minimum Cash Commitment Agreement and this Plan.

As set forth in the Minimum Cash Commitment Agreement, the Minimum Cash Commitment Exchange is conditioned on, among other things, the Consummation of the Plan and the funding of the Minimum Cash Commitment in accordance with the Minimum Cash Commitment Agreement.

Proceeds of the Minimum Cash Commitment shall be applied only as follows: (i) first, to ensure that the Cash Balance projected (as set forth herein) as of the Effective Date (after taking into account the New Secured Financing) is not less than Seventy Five Million Dollars ($75,000,000) (the “Minimum Cash Threshold”); and (ii) second, to satisfy the payment, in full, in Cash, on the Effective Date, of the Allowed Thirty Two Claim to the extent that any New Secured Financing is insufficient to satisfy the payment of such Allowed Thirty Two Claim.

For purposes of calculating the Minimum Cash Threshold, the projected Cash Balance shall be reasonably determined in good faith by the Debtors’ Chief Restructuring Officer in his sole discretion fifteen (15) calendar days prior to the scheduled Confirmation Hearing and such projected Cash Balance shall be provided to the Debtors and the Creditors’ Committee on such date. To the extent the Debtors collect, or, in the opinion of the Chief Restructuring Officer of the Company, are expected to collect, within 30 days following the Effective Date, past-due accounts receivables and/or letters of credit associated therewith are released following delivery of such certificate, which in either case result in additional unrestricted cash on the balance sheet on or before the Effective Date, then the Chief Restructuring Officer of the Company shall so notify the parties in writing and such amount shall be included in calculating the Minimum Cash Threshold.

4. Minimum Cash Commitment Premium

In exchange for providing the Minimum Cash Commitment and the other agreements of the Commitment Parties in the Minimum Cash Commitment Agreement, the Commitment Parties will receive the Minimum Cash Commitment Premium. Upon the Effective Date, the Minimum Cash Commitment Premium will be immediately and automatically deemed earned and payable in the form of New Common Stock issued under section 1145 of the Bankruptcy Code.

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5. New Common Stock and New Warrants

On the Effective Date, New Holding Company shall issue or reserve for issuance all of the New Common Stock issued or issuable in accordance with the terms of the Plan, subject to dilution on the terms described herein. In addition, on the Effective Date, New Holding Company shall issue the New Warrants in accordance with the Plan, subject to dilution on the terms described herein. The issuance of the New Common Stock and the New Warrants for distribution under the Plan is authorized without the need for further corporate action, and all of the shares of New Common Stock and the New Warrants issued or issuable under the Plan shall be duly authorized and validly issued, and in the case of the New Common Stock issued or issuable under the Plan, also fully paid, and non-assessable. In no event will Non-U.S. Citizens be entitled to (i) own in the aggregate more than twenty-four and nine-tenths percent (24.9%) of the total number of shares of voting New Common Stock to be outstanding, and (ii) to the extent not prohibited by the U.S. Department of Transportation, own in the aggregate more than forty-nine percent (49%) of the total New Equity Securities; provided, however, and regardless of any conversion of New Warrants, that in no event shall Non-U.S. Citizens who are not citizens of a country that is party to a “open skies” agreement (which countries are listed at https://www.transportation.gov/policy/aviation-policy/open-skies-agreements-being-applied) be entitled to own in the aggregate more than twenty-four and nine-tenths percent (24.9%) of the New Equity Securities. All of the New Common Stock underlying the New Warrants (upon due exercise thereof in accordance with their terms) will also have been duly authorized, validly issued, fully paid and non-assessable upon issuance. In addition, the New Warrants will be freely exchangeable for shares of New Common Stock at any time a Holder can reasonably certify to the issuer’s satisfaction that such Holder is a U.S. Citizen and will remit payment of the exercise price.

Any New Warrants issued under the Plan shall be issued pursuant to a New Warrant agreement entitling the holders thereof to purchase New Common Stock with an exercise price per warrant equal to [$.001] per share.

6. Old Equity Settlement Warrants

On the Effective Date, New Holding Company shall issue the Old Equity Settlement Warrants to holders of 250 or more of Existing PHI Interests in accordance with the Plan, subject to dilution on the terms described herein. The issuance of the Old Equity Settlement Warrants for distribution under the Plan is authorized without the need for further corporate action, and all of the Old Equity Settlement Warrants issued or issuable under the Plan shall be duly authorized and validly issued. The Old Equity Settlement Warrants shall consist of warrants exercisable in the aggregate into New Common Stock constituting 5% of the total equity of New Holding Company (calculated as of the Effective Date and subject to dilution on account of the Management Incentive Plan and future equity issuances), at an initial strike price equal to the amount of debt Claims (including accrued and unpaid interest, if any) settled, in Cash, debt or equity under the Plan, as of the Confirmation Date. Each of the Old Equity Settlement Warrants shall have a three (3) year tenor and be exercisable either at the strike price or on a cashless basis at the option of the holder thereof. The Old Equity Settlement Warrants shall be filed with the Plan Supplement, and shall contain the following additional terms: (a) no Black-Scholes protection; (b) anti-dilution protection for two (2) years following the Effective Date of the Plan, against extraordinary dividends paid from the proceeds of any sale of a division or similar substantial part of the Reorganized Debtors as set forth in the Equity Committee Settlement Stipulation; (c) freely tradable under section 1145 of the Bankruptcy Code (whether the Reorganized Debtors’ equity is publicly listed or not); (d) structured such that they do not count towards the foreign ownership cap in order to comply with applicable regulatory restrictions as determined by the Debtors and the Creditors’ Committee in their reasonable discretion; and (e) equity interests issued on account of the Old Equity Settlement Warrants to be subject to limitations as determined by the Debtors in their reasonable discretion to assure compliance with applicable regulatory requirements. Notwithstanding anything to the contrary contained in the Plan or the Disclosure Statement, Mr. Al A. Gonsoulin or any of his Affiliates, shall have waived its or their rights to receive any Old Equity Settlement Warrants on account of any Existing PHI Interests held or owned by Mr. Al A. Gonsoulin or any of his Affiliates.

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E. Stockholders Agreement

On the Effective Date, New Holding Company and the Holders of the New Common Stock shall enter into the Stockholders Agreement in substantially the form included in the Plan Supplement if one is included therein. The Stockholders Agreement shall be deemed to be valid, binding, and enforceable in accordance with its terms, and each holder of the New Common Stock shall be bound thereby, in each case without the need for execution by any party thereto other than the Reorganized Debtor entity referenced herein.

F. Management Incentive Plan

On the Effective Date, up to 10% of the New Common Stock (which, for the avoidance of doubt, shall not take into account any dilution from the potential conversion of any derivative or convertible securities exercised after the Effective Date) will be reserved for issuance under the Management Incentive Plan. The Management Incentive Plan will be for directors, officers, and key employees of the Reorganized Debtors (each, a “MIP Participant”). The initial percentage (and no other terms and conditions) of the Management Incentive Plan allocable to the MIP Participants shall be determined by the Creditors’ Committee and identified in the Plan Supplement, and such initial percentage will be allocated by the New Board within sixty (60) days following the Effective Date. Lyons, Benenson & Company, Inc. (retained by the Debtors) will assist the Creditors’ Committee in determining such initial percentage. The form, terms, allocation, and vesting applicable to the Management Incentive Plan shall be determined by the New Board.

G. Employment Agreements

The New Board and each KEIP Participant agrees to negotiate an employment agreement within sixty (60) days following the Effective Date, taking into consideration the recommendations received by the New Board from Lyons, Benenson & Company, Inc. with respect to market practices. If, at the expiration of such sixty (60) day period, the New Board and the KEIP Participant have not reached an agreement with respect to such KEIP Participant’s employment agreement, either the KEIP Participant or the New Board may terminate the employment relationship between the Reorganized Debtors and the KEIP Participant, and in such case the applicable KEIP Participant shall receive one hundred percent (100%) of his or her annual base salary as severance; provided, however, that the Debtors or Reorganized Debtors, as applicable, shall not change the base salary of any KEIP Participant in effect as of March 28, 2019, without the prior written consent of the Creditors’ Committee or the New Board, respectively. If the New Board elects to terminate a KEIP Participant’s employment without cause prior to: (i) the expiration of sixty (60) days from the Effective Date, and (ii) reaching an agreement with respect to such KEIP Participant’s employment agreement, then such KEIP Participant shall be entitled to receive one hundred percent (100%) of their annual base salary as severance.

For the avoidance of doubt, (i) the maximum severance payment that any KEIP Participant may receive in connection with the foregoing construct is one hundred percent (100%) of his or her annual base salary, and (ii) any such severance payment shall be in lieu of any and all severance payments/benefits to which the KEIP Participant may have otherwise been entitled to (including any benefits provided for under any severance-related plan, program or arrangement); provided, however, that such limitation shall not impair the KEIP Participant from any entitlement under the Debtors’ Key Employee Incentive Plan, as approved by the Bankruptcy Court on June 6, 2019 [Docket No. 620].

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If within sixty (60) days from the Effective Date any KEIP Participant (i) elects to terminate his or her employment with the Reorganized Debtor, or (ii) is terminated by the New Board for cause, then such KEIP Participant shall not be entitled to receive any severance payment.

Any severance payment shall be subject to the execution of an effective release agreement, and the agreement of the KEIP Participant not to compete with the Reorganized Debtors for ninety (90) days following such termination, and not to solicit (with respect to customers, vendors, lessors, and employees of the Reorganized Debtors and their non-Debtor Affiliates) for a period of one year following such termination and non-disparagement and standard confidentiality agreements.

H. Restructuring Expenses

On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall pay in full in Cash all outstanding Restructuring Expenses incurred, or estimated to be incurred, through the Effective Date, in accordance with the terms of the applicable orders, engagement letters, or other applicable contractual arrangements, but without regard to any notice or objection period as may be contained in such applicable orders, engagement letters, or other applicable contractual arrangements, subject to adjustment, if necessary, for the actual Restructuring Expenses incurred; provided, however, with respect to any Restructuring Expenses incurred through the Confirmation Date, to the extent any notice or objection period has not yet run as of the Effective Date, any such notice or objection periods shall survive after the Effective Date and, to the extent of any timely and successful objection to any Restructuring Expenses, the recipient of such successfully challenged Restructuring Expenses shall be subject to disgorgement.

I. Continued Corporate Existence

Except as otherwise provided in the Plan, each Debtor shall continue to exist as of the Effective Date as a separate corporate Entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, under the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and under the respective certificate of incorporation and bylaws (or other formation documents) in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws (or other formation documents) are amended by the Plan or otherwise, and to the extent such documents are amended, such documents are deemed to be under the Plan and require no further action or approval.

The Reorganized Debtors intend to create a holding company as their immediate parent (“New Holding Company”) to act as the issuer of equity securities to the public, including to Holders entitled to receive equity under the Plan. Therefore, in lieu of shares or warrants for shares of Reorganized PHI, the Holders shall receive New Holding Company stock or warrants as more fully described above. It is currently anticipated that New Holding Company will conduct no operations and hold no assets other than 100% of the shares of Reorganized PHI.

J. Vesting of Assets in the Reorganized Debtors

Except as otherwise provided in the Plan or any agreement, instrument, or other document incorporated herein, on the Effective Date, all property in each Estate, all Causes of Action, and any property acquired by any of the Debtors under the Plan shall vest in each respective Reorganized Debtor (and New Holding Company), free and clear of all Liens, Claims, charges, or other encumbrances. On and after the Effective Date, except as otherwise provided in the Plan, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, Equity Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

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K. Cancellation of Agreements, Security Interests, and Other Interests

On the Effective Date, except to the extent otherwise specifically provided herein, all notes, instruments, certificates, and other documents evidencing the Thirty Two Claim, Blue Torch Claim, Unsecured Notes Claims and Equity Interests, shall be cancelled and the obligations of the Debtors or the Reorganized Debtors and any non-Debtor Affiliates thereunder or in any way related thereto (including, without limitation, any guarantee obligations of any non-Debtor Affiliates with respect to the Unsecured Notes Claims) shall be discharged and the agents and indenture trustees thereunder shall be automatically and fully discharged from all duties and obligations thereunder. Thirty Two’s commitments and obligations (if any) to extend any further or future credit or financial accommodations under the Thirty Two Loan Agreement to any of the Debtors, any of their respective subsidiaries, or any of their respective successors or assigns (as applicable), Thirty Two’s participation in letters of credit issued under the Thirty Two Loan Agreement (other than the obligations of any relevant letter of credit issuer with respect to outstanding letters of credit that remain outstanding in accordance with Article III of this Plan), and all security interests and/or Liens granted under the Blue Torch Facility and/or any other Secured Claims shall also be automatically released, discharged, terminated, and of no further force and effect as of the Effective Date; provided that, notwithstanding anything to the contrary herein or the Confirmation Order, Confirmation or the occurrence of the Effective Date, any credit document or agreement that governs the rights of any Holder of a Thirty Two Claim, Unsecured Notes Claim or Equity Interest shall continue in effect solely for purposes of (1) allowing Holders of such Allowed Claims or Equity Interests to receive distributions under the Plan; (2) allowing and preserving the rights of the agents or representative of Holders of such Claims or Equity Interests, as applicable, to make distributions on account of such Allowed Claims or Equity Interests, as provided herein; (3) preserve any rights of the Unsecured Notes Indenture Trustee as against any money or property distributable to holders of Unsecured Notes Claims, respectively, including any priority in respect of payment of fees, expenses, or indemnification and the right to exercise any charging lien; (4) preserve all rights, remedies, indemnities, powers, and protections of the Unsecured Notes Indenture Trustee (including all rights to payment of fees and expenses) as against any person or entity other than the Debtors, Reorganized Debtors, any non-Debtor Affiliates and any of their respective Related Persons; (5) preserve all exculpations in favor of the Unsecured Notes Indenture Trustee; (6) allow the Unsecured Notes Indenture Trustee to enforce any rights and obligations owed to it under this Plan or the Confirmation Order; and (7) permit the Unsecured Notes Indenture Trustee to appear and be heard in the Chapter 11 Cases, or in any proceeding in the Bankruptcy Court or any other court.

L. Exemption from Registration Requirements; Trading of Securities

The offering, issuance, and distribution of New Common Stock, the New Warrants, and the Old Equity Settlement Warrants (collectively, the “New Equity Securities”) issued under the Plan shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act under section 1145(a)(1) of the Bankruptcy Code or, with respect to any New Common Stock issued pursuant to the Minimum Cash Commitment Exchange (other than the New Common Stock issued in connection with the Minimum Cash Commitment Premium), under section 4(a)(2) of the Securities Act and Regulation D thereunder. Except as otherwise provided in the Plan or the governing certificates or instruments, any and all New Common Stock (and any New Warrants) and any Old Equity Settlement Warrants issued under the Plan will be freely tradable under the Securities Act by the recipients thereof, subject to: (1) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance with any applicable individual state securities laws (“Blue Sky Laws”) or foreign securities laws, if any, and any rules and regulations of the Securities Exchange Commission, if any, applicable at the time of any future transfer of such New Equity Securities or instruments; (2) the restrictions imposed with respect to “affiliate shares” under the Securities Act by those persons who are Affiliates of the Reorganized Debtors; (3) the restrictions, if any, on the transferability of such New Equity Securities and instruments provided by law, including restrictions imposed by laws applicable to air carriers, and provided in the New Equity Documents; and (4) any other applicable regulatory approvals and requirements.

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The issuance and sale, as applicable, of the New Common Stock issued to the Commitment Parties under the Minimum Cash Commitment Agreement (other than the New Common Stock issued in connection with the Minimum Cash Commitment Premium) is being made in reliance on the exemption from registration set forth in section 4(a)(2) of the Securities Act and Regulation D thereunder. Such securities will be considered “restricted securities” and may not be transferred except pursuant to an effective registration statement or under an available exemption from the registration requirements of the Securities Act, such as, under certain conditions, the resale provisions of Rule 144 of the Securities Act.

Neither the Debtors nor the Reorganized Debtors are able to determine the availability of state securities laws exemptions for an issuance to a particular holder until such holder identifies its relevant state jurisdiction. Certain states do not provide exemptions for offerings relying on a federal private placement exemption and, in such states, state securities laws requirements must be met. Accordingly, there can be no assurance that a state securities law exemption will be available in a particular state for a holder receiving New Equity Securities under the Plan, which may necessitate one or more state securities filings on behalf of such holder to comply with state securities laws.

M. Organizational Documents

Subject to Article IV.D of this Plan, the Reorganized Debtors (including, for the avoidance of doubt, Reorganized PHI and New Holding Company) shall enter into such agreements and amend their corporate governance documents to the extent necessary to implement the terms and provisions of the Plan. Under section 1123(a)(6) of the Bankruptcy Code, the organizational documents of each of the Reorganized Debtors will prohibit the issuance of non-voting Equity Securities. After the Effective Date, the Reorganized Debtors will amend and restate their respective organizational documents, and the Reorganized Debtors will file their respective certificates or articles of incorporation, bylaws, or such other applicable formation documents, and other constituent documents as permitted by the laws of the respective states, provinces, or countries of incorporation and the organization documents of each of the Reorganized Debtors. It is currently expected that the Reorganized Debtors’ organizational documents will be amended immediately following Confirmation consistent with the Settlement Stipulation to contain provisions that preclude foreign control and prevent foreign ownership of the Reorganized Debtors from exceeding specified limitations required by U.S. federal law governing air carriers. These amendments will involve safeguards to ensure that at no time will the Reorganized Debtors (including New Holding Company) be out of compliance with the foreign ownership limitations contained in such laws.

N. Exemption from Certain Transfer Taxes and Recording Fees

To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfer from a Debtor to a Reorganized Debtor or to any Entity under, in contemplation of, or in connection with the Plan or under: (1) the issuance, distribution, transfer, or exchange of any debt, securities, or other interest in the Debtors or the Reorganized Debtors; (2) the creation, modification, consolidation, or recording of any mortgage, deed of trust or other security interest, or the securing of additional indebtedness by such or other means; (3) the making, assignment, or recording of any lease or sublease; or (4) the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles, or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental assessment, and the appropriate state or local governmental officials or agents shall forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

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O. New Board and Officers of the Reorganized Debtors

1. The New Board

As of the Effective Date, the terms of the current members of the board of directors of PHI shall expire, and, without further order of the Bankruptcy Court, the New Board shall be appointed and shall initially comprise seven (7) members as follows: (a) Mr. Lance Bospflug, as Chief Executive Officer of the Reorganized Debtors; and (b) six (6) members designated by the Creditors’ Committee, provided, however, that two (2) such members shall be (i) independent directors with requisite industry experience; and (ii) selected by the Creditors’ Committee in consultation with Mr. Bospflug, who shall have a veto right with respect to one (1) of such two (2) members. The Reorganized Debtors will require that at least two-thirds of the members of the New Board, two-thirds of the Reorganized Debtors’ senior management team, and the president of any of the Reorganized Debtors that is an air carrier as defined in 49 U.S.C. § 40102(a) will be a United States citizen for purposes of compliance with applicable federal laws relating to air carriers.

The Debtors expect that the members of the New Board will be disclosed in the Plan Supplement or prior to the Effective Date.

2. Senior Management

On the Effective Date, except as otherwise set forth in the Settlement Stipulation, the officers of the Reorganized Debtors shall be substantially the same and their employment shall be subject to the ordinary rights and powers of the New Board to remove or replace them in accordance with the Reorganized Debtors’ organizational documents and any applicable employment agreements that are assumed under the Plan (subject to any modifications thereto provided for under the Plan, including the limitation on severance contemplated by Article IV.G).

3. Mr. Al A. Gonsoulin Retirement

Mr. Gonsoulin shall enter into a three year (or such shorter time to the extent required by applicable law) non-solicit (with respect to customers, vendors, lessors, and employees of the Debtors and their non-Debtor affiliates) and non-disparagement agreement with the Debtors and/or Reorganized Debtors, as applicable (the “Non-Solicit and Non-Disparagement Agreement”) on customary, industry standard, terms reasonably acceptable to Mr. Gonsoulin, the Creditors’ Committee or the Reorganized Debtors, as applicable.

On the Effective Date, Mr. Al A. Gonsoulin shall retire from his positions as Chief Executive Officer and chairman of the board of PHI. Mr. Gonsoulin shall respond to reasonable inquiries and provide assistance as requested by the New Board or the Chief Executive Officer of the Reorganized Debtors and shall have no other responsibilities. Through December 31, 2019: (i) Mr. Gonsoulin may continue to utilize his current office located in Sugar Land, Texas, and may continue to use his existing assistant, provided, however, that any use of such office and such assistant must be consistent with this Plan and the Non-Solicit and Non-Disparagement Agreement; and (ii) the Debtors or Reorganized Debtors, as applicable, shall continue to pay the costs for maintaining the current company-provided medical insurance for Mr. Gonsoulin and his spouse. No payments or distributions shall be made to Mr. Gonsoulin or any other party by the Debtors or Reorganized Debtors in connection with Mr. Gonsoulin’s retirement.

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P. Directors and Officers Insurance Policies

Notwithstanding anything in the Plan to the contrary, the Reorganized Debtors shall be deemed to have assumed all of the Debtors’ D&O Liability Insurance Policies under section 365(a) of the Bankruptcy Code effective as of the Effective Date. Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval of the Reorganized Debtors’ foregoing assumption of the unexpired D&O Liability Insurance Policies. Notwithstanding anything to the contrary contained in the Plan, Confirmation of the Plan shall not discharge, impair, or otherwise modify any indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such indemnity obligation will be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed.

In addition, after the Effective Date, none of the Reorganized Debtors shall terminate or otherwise reduce the coverage under any D&O Liability Insurance Policies (including any “tail policy”) in effect on the Petition Date, with respect to conduct occurring prior thereto, and all directors and officers of the Debtors who served in such capacity on or at any time prior to the Effective Date shall be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such directors and officers remain in such positions after the Effective Date.

Q. Chubb Insurance Agreements

Notwithstanding anything to the contrary in the Disclosure Statement, the Plan, any Plan Supplement, the Confirmation Order, any bar date notice or claim objection, and any other document related to any of the foregoing (including, without limitation, any provision that purports to be preemptory or supervening, grants an injunction or release or requires any party to opt out of any releases): (a) on the Effective Date, (i) the Reorganized Debtors shall assume all of the Insurance Policies previously issued by ACE American Insurance Company, Westchester Fire Insurance Company, Westchester Surplus Lines Insurance Company, Illinois Union Insurance Company, Pacific Employers Insurance Company, Federal Insurance Company, and/or their respective Affiliates (collectively, and with each of their successors, “Chubb”) to (or providing coverage to) the Debtors and all agreements and instruments related thereto (each as amended, modified or supplemented and including any exhibit or addenda thereto, collectively, the “Chubb Insurance Agreements”) and (ii) without altering the foregoing and unless specifically rejected by order of the Bankruptcy Court or under the Plan, the Reorganized Debtors may, in their discretion, assume any of the Debtors’ other Insurance Policies, in their entirety pursuant to sections 105 and 365 of the Bankruptcy Code; (b) all Chubb Insurance Agreements (including any and all letters of credit and other collateral and security provided in relation thereto) and all debts, obligations, and liabilities of Debtors (and, after the Effective Date, of the Reorganized Debtors) thereunder, whether arising before or after the Effective Date, shall survive and shall not be amended, modified, waived, released, discharged or impaired in any respect and shall remain in full force and effect and subject to applicable non-bankruptcy law; (c) nothing shall alter, modify, amend, affect, impair or prejudice the legal, equitable or contractual rights, obligations, and defenses of Chubb, the Debtors (or, after the Effective Date, the Reorganized Debtors), or any other individual or entity, as applicable, under any Chubb Insurance Agreements; any such rights and obligations shall be determined under the Chubb Insurance Agreements and applicable non-bankruptcy law as if the Chapter 11 Cases had not occurred; (d) nothing alters or modifies the duty, if any, that Chubb has to pay claims covered by the Chubb Insurance Agreements and Chubb’s right to seek payment or reimbursement from the Debtors (or after the Effective Date, the Reorganized Debtors) or draw on any collateral or security therefor; (e) the claims of Chubb arising (whether before or after the Effective Date) under the Chubb Insurance Agreements (i) are actual and necessary expenses of the Debtors’ estates (or the

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Reorganized Debtors, as applicable), (ii) shall be paid in full in the ordinary course of businesses, whether as an Allowed Administrative Claim under section 503(b)(1)(A) of the Bankruptcy Code or otherwise, regardless of when such amounts are or shall become liquidated, due or paid, and (iii) shall not be discharged or released by the Plan or the Confirmation Order or any other order of the Bankruptcy Court; (f) Chubb shall not need to or be required to file or serve any objection to a proposed cure amount or a request, application, claim, proof or motion for payment or allowance of any Administrative Claim and shall not be subject to any bar date or similar deadline governing cure amounts or Administrative Claims in connection with the Chubb Insurance Agreements; and (g) the automatic stay of Bankruptcy Code section 362(a) and the injunctions set forth in Article IX of this Plan, if and to the extent applicable, shall be deemed lifted without further order of this Court, solely to permit: (I) claimants with valid workers’ compensation claims or direct action claims against an insurer under applicable non-bankruptcy law to proceed with their claims; (II) Chubb to administer, handle, defend, settle, and/or pay, in the ordinary course of business and without further order of this Bankruptcy Court, (A) workers’ compensation claims under the Chubb Insurance Agreements, (B) claims where a claimant asserts a direct claim against Chubb under applicable non-bankruptcy law, or an order has been entered by this Court granting a claimant relief from the automatic stay to proceed with its claim, and (C) all costs in relation to each of the foregoing; (III) Chubb to draw against any or all of the collateral or security provided by or on behalf of the Debtors (or the Reorganized Debtors, as applicable) at any time and to hold the proceeds thereof as security for the obligations of the Debtors (and the Reorganized Debtors, as applicable) and/or apply such proceeds to the obligations of the Debtors (and the Reorganized Debtors, as applicable) under the applicable Chubb Insurance Agreements, in such order as Chubb may determine; and (IV) Chubb to cancel any of the Chubb Insurance Agreements, and take other actions relating thereto, to the extent permissible under applicable non-bankruptcy law, and in accordance with the terms of the Chubb Insurance Agreements.

R. Other Insurance Policies

On the Effective Date, each of the Debtors’ Insurance Policies in existence as of the Effective Date shall be Reinstated and continued in accordance with their terms and, to the extent applicable, shall be deemed assumed by the applicable Reorganized Debtor under section 365 of the Bankruptcy Code and Article V of this Plan. Nothing in the Plan shall affect, impair, or prejudice the rights of the insurance carriers, the insureds, or the Reorganized Debtors under the Insurance Policies in any manner, and such insurance carriers, the insureds, and Reorganized Debtors shall retain all rights and defenses under such Insurance Policies. The Insurance Policies shall apply to and be enforceable by and against the insureds and the Reorganized Debtors in the same manner and according to the same terms and practices applicable to the Debtors, as existed prior to the Effective Date.

S. Preservation of Rights of Action

In accordance with section 1123(b) of the Bankruptcy Code but subject to the releases set forth in Article IX of this Plan, all Causes of Action that a Debtor may hold against any Entity shall vest in the applicable Reorganized Debtor on the Effective Date. Thereafter, the Reorganized Debtors shall have the exclusive right, authority, and discretion to determine, initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, whether arising before or after the Petition Date, and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court. Subject to the releases set forth in Article IX of this Plan, no Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any specific Cause of Action as any indication that the Debtors or Reorganized Debtors, as applicable, will not pursue any and all available Causes of Action. The Debtors or Reorganized Debtors, as applicable, expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise) or laches, shall apply to any Cause of Action upon, after, or as a consequence of the Confirmation or the occurrence of the Effective Date.

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T. Corporate Action

Upon the Effective Date, all actions contemplated by the Plan shall be deemed authorized, approved, and, to the extent taken prior to the Effective Date, ratified without any requirement for further action by Holders of Claims or Equity Interests, directors, managers, or officers of the Debtors, the Reorganized Debtors, or any other Entity, including: (1) assumption of Executory Contracts and Unexpired Leases; (2) selection of the directors, managers, and officers for the Reorganized Debtors; (3) the execution of and entry into the New Secured Financing Documents and the New Equity Documents; (4) the issuance and distribution of the New Common Stock and the New Warrants as provided herein; (5) to the extent the Equity Committee Settlement Stipulation remains in full force and effect, the issuance and distribution of the Old Equity Settlement Warrants as provided herein and (6) all other acts or actions contemplated or reasonably necessary or appropriate to promptly consummate the transactions contemplated by the Plan (whether to occur before, on, or after the Effective Date). All matters provided for in the Plan involving the company structure of the Reorganized Debtors and any company action required by the Debtors or Reorganized Debtors, as applicable, in connection therewith shall be deemed to have occurred on and shall be in effect as of the Effective Date without any requirement of further action by the security holders, directors, managers, authorized persons, or officers of the Debtors or Reorganized Debtors, as applicable.

On or prior to the Effective Date, the appropriate officers, directors, managers, or authorized persons of the Debtors or Reorganized Debtors, as applicable (including any president, vice-president, chief executive officer, treasurer, general counsel, or chief financial officer thereof), shall be authorized and directed to issue, execute, and deliver the agreements, documents, securities, certificates of incorporation, certificates of formation, bylaws, operating agreements, and instruments contemplated by the Plan (or necessary or desirable to effect the transactions contemplated by the Plan) in the name of and on behalf of the Debtors or the Reorganized Debtors, as applicable, including (1) the New Secured Financing Documents and the New Equity Documents, (2) the Old Equity Settlement Warrants (provided that the Equity Committee Settlement Stipulation remains in full force and effect), and (3) any and all other agreements, documents, securities, and instruments relating to the foregoing. The authorizations and approvals contemplated by the Plan shall be effective notwithstanding any requirements under non-bankruptcy law.

U. Effectuating Documents; Further Transactions

Prior to, on, and after the Effective Date, the Debtors and Reorganized Debtors and the directors, managers, officers, authorized persons, and members of the boards of directors or managers and directors thereof, are authorized to and may issue, execute, deliver, file, or record such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and provisions of the Plan, the New Secured Financing Documents and the New Equity Documents, and any securities issued under the Plan in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorizations, actions, or consents except for those expressly required under the Plan. All counterparties to any documents described in this paragraph are authorized to and may execute any such documents as may be required or provided by such documents without further order of the Court.

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V. Workers’ Compensation Programs

As of the Effective Date, except as set forth in the Plan Supplement, the Debtors and the Reorganized Debtors shall continue to honor their obligations under (1) all applicable workers’ compensation laws in states in which the Reorganized Debtors operate and (2) the Debtors’ written contracts, agreements, agreements of indemnity, self-insured workers’ compensation bonds, policies, programs, and plans, in each case, for workers’ compensation and workers’ compensation insurance. Any and all Proofs of Claims on account of workers’ compensation shall be deemed withdrawn automatically and without any further notice to or action, order, or approval of the Bankruptcy Court; provided that nothing in the Plan shall limit, diminish, or otherwise alter the Debtors’ or Reorganized Debtors’ defenses, Causes of Action, or other rights under applicable non-bankruptcy law with respect to any such contracts, agreements, policies, programs, and plans; provided, further, that nothing herein shall be deemed to impose any obligations on the Debtors in addition to what is provided for under applicable state law.

ARTICLE V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption of Executory Contracts and Unexpired Leases

Subject to the consent of the Creditors’ Committee (which such consent shall not be unreasonably withheld), on the Effective Date, all Executory Contracts and Unexpired Leases of the Debtors will be assumed by the Debtors in accordance with, and subject to, the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, except for those Executory Contracts and Unexpired Leases that:

(i) have already been assumed or rejected by the Debtors by prior order of the Bankruptcy Court, including but not limited to the Modified Aircraft Leases;

(ii) are the subject of a separate assumption motion or motion to reject Filed by the Debtors pending on the Effective Date;

(iii) are the subject of a pending objection regarding assumption, cure, or “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code);

(iv) are rejected or terminated by the Debtors with the consent of the Creditors’ Committee (which such consent shall not be unreasonably withheld) pursuant to the terms of this Plan.

Without amending or altering any prior order of the Bankruptcy Court approving the assumption or rejection of any Executory Contract or Unexpired Lease, entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions or rejections pursuant to sections 365(a) and 1123 of the Bankruptcy Code.

To the extent any provision in any Executory Contract or Unexpired Lease assumed pursuant to this Plan or any prior order of the Bankruptcy Court (including, without limitation, any “change of control” provision) prohibits, restricts or conditions, or purports to prohibit, restrict or condition, or is modified, breached or terminated, or deemed modified, breached or terminated by, (i) the commencement of these Chapter 11 Cases or the insolvency or financial condition of any Debtor at any time before the closing of its respective Chapter 11 Case, (ii) any Debtor’s or any Reorganized Debtor’s assumption or assumption and assignment (as applicable) of such Executory Contract or Unexpired Lease or (iii) the Confirmation or Consummation of this Plan, then such provision shall be deemed modified such that the transactions contemplated by this Plan shall not entitle the non-debtor party thereto to modify or terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights or remedies with respect thereto, and any required consent under any such contract or lease shall be deemed satisfied by the Confirmation of the Plan.

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Each Executory Contract and Unexpired Lease assumed pursuant to this Plan shall revest in and be fully enforceable by the applicable Reorganized Debtor or the applicable assignee in accordance with its terms and conditions, except as modified by the provisions of this Plan, any order of the Bankruptcy Court approving its assumption and/or assignment, or applicable law.

The inclusion or exclusion of a contract or lease on any schedule or exhibit shall not constitute an admission by any Debtor that such contract or lease is an Executory Contract or Unexpired Lease or that any Debtor has any liability thereunder.

B. Cure of Defaults; Assignment of Executory Contracts and Unexpired Leases

Any defaults under each Executory Contract and Unexpired Lease to be assumed, or assumed and assigned, pursuant to this Plan shall be satisfied, pursuant to and to the extent required by section 365(b)(1) of the Bankruptcy Code, by payment of the applicable default amount in Cash on the Effective Date or on such other terms as the Bankruptcy Court may order or the parties to such Executory Contracts or Unexpired Leases may otherwise agree in writing (the “Cure Claim Amount”).

The Debtors shall File, as part of the Plan Supplement, a schedule of assumed contracts and a list of each applicable Cure Claim Amount.

Any objection by a counterparty to an Executory Contract or Unexpired Lease to a Cure Claim Amount must be Filed, served and actually received by the Debtors on or prior to the later of (i) the Claims Objection Deadline or (ii) seven (7) days after the Filing and service of a Plan Supplement that first identifies such Executory Contract or Unexpired Lease. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed Cure Claim Amount will be deemed to have consented to such matters and will be deemed to have forever released and waived any objection to such Cure Claim Amount. The Confirmation Order shall constitute an order of the Bankruptcy Court approving each proposed assumption, or proposed assumption and assignment, of Executory Contracts and Unexpired Leases pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date.

In the event of a dispute regarding (a) the amount of any Cure Claim Amount, (b) the ability of any Debtor or assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or assumed and assigned or (c) any other matter pertaining to assumption or assignment, the applicable payment of the Cure Claim Amount required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving such assumption, or assumption and assignment. If such objection is sustained by Final Order of the Bankruptcy Court, the Debtors may reject such Executory Contract or Unexpired Lease in lieu of assuming it. The Debtors (with the consent of the Creditors’ Committee, such consent not to be unreasonably withheld) or the Reorganized Debtors, as applicable, shall be authorized to effect such rejection by filing a written notice of rejection with the Bankruptcy Court and serving such notice on the applicable counterparty within thirty (30) days of the entry of such Final Order.

Subject to any cure claims Filed with respect thereto, assumption or assumption and assignment of any Executory Contract or Unexpired Lease pursuant to this Plan shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time prior to the effective date of assumption or assumption and assignment, in each case as provided in section 365 of the Bankruptcy Code. Any Proofs of Claim filed with respect to an Executory Contract or Unexpired Lease that has been assumed or assumed and assigned by Final Order shall be deemed disallowed and expunged (subject to any cure claims Filed with respect thereto), without further notice to or action, order, or approval of the Bankruptcy Court.

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C. Rejection of Executory Contracts and Unexpired Leases

The Debtors reserve the right, subject to the consent of the Creditors’ Committee (which such consent shall not be unreasonably withheld), at any time prior to the Effective Date, except as otherwise specifically provided herein, to seek to reject any Executory Contract or Unexpired Lease and to add such contract or lease to Plan Schedule V.C or to file a motion requesting authorization for the rejection of any such contract or lease. All Executory Contracts and Unexpired Leases listed on Plan Schedule V.C shall be deemed rejected as of the Effective Date. Rejection of any Executory Contract or Unexpired Lease pursuant to this Plan or otherwise shall not constitute a termination of any preexisting obligations owed to the Debtors or the Reorganized Debtors, as applicable, under any such Executory Contracts or Unexpired Leases.

D. Claims on Account of the Rejection of Executory Contracts or Unexpired Leases

All Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to this Plan or the Confirmation Order, if any, must be filed with the Bankruptcy Court within thirty (30) days after service of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection.

Any Entity that is required to file a Proof of Claim arising from the rejection of an Executory Contract or an Unexpired Lease that fails to timely do so shall be forever barred, estopped and enjoined from asserting such Claim, and such Claim shall not be enforceable, against the Debtors, the Reorganized Debtors, or the Estates, and the Debtors, the Reorganized Debtors, and their Estates and their respective assets and property shall be forever discharged from any and all indebtedness and liability with respect to such Claim unless otherwise ordered by the Bankruptcy Court or as otherwise provided herein. All such Claims shall, as of the Effective Date, be subject to the permanent injunction set forth in Article IX.G hereof.

E. Extension of Time to Reject

Notwithstanding anything to the contrary set forth in Article V of this Plan, in the event of a dispute as to whether a contract is executory or a lease is unexpired, the right of the Reorganized Debtors to move to reject such contract or lease shall be extended until the date that is thirty (30) days after entry of a Final Order by the Bankruptcy Court determining that the contract is executory or the lease is unexpired.

F. Modifications, Amendments, Supplements, Restatements, or Other Agreements

Unless otherwise provided in this Plan, each Executory Contract or Unexpired Lease that is assumed by the Debtors or the Reorganized Debtors pursuant to this Plan shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing has been previously rejected or repudiated or is rejected or repudiated hereunder. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith.

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G. Indemnification and Reimbursement Obligations

Except to the extent any such rights were released under the Settlement Stipulation, on and as of the Effective Date, any indemnification provisions will be assumed and irrevocable and will survive the effectiveness of the Plan, and the Reorganized Debtors’ governance documents will provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of and advancement of fees and expenses to the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, and agents to the fullest extent permitted by law and at least to the same extent as the certificate of incorporation, bylaws, or similar organizational documents of each of the respective Debtors as of the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed, or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted. None of the Reorganized Debtors shall amend and/or restate its certificate of incorporation, bylaws, or similar organizational document before or after the Effective Date to terminate or materially adversely affect (1) any of the Reorganized Debtors’ obligations referred to in the immediately preceding sentence or (2) the rights of such managers, directors, officers, employees, or agents referred to in the immediately preceding sentence. Notwithstanding anything to the contrary herein, the Reorganized Debtors shall not be required to indemnify the Debtors’ managers, directors, officers, or employees for any claims or Causes of Action for which indemnification is barred under applicable law, the Debtors’ organizational documents, or applicable agreements governing the Debtors’ indemnification obligations.

H. Employee Compensation and Benefits

1. Compensation and Benefits Programs

Subject to the provisions of the Plan (including Article V.A, the limitation on severance contemplated by Article IV.G, and the terms of the Settlement Stipulation and Article IV.C(ii) herein), all Compensation and Benefits Programs shall be treated as Executory Contracts under the Plan and deemed assumed on the Effective Date under the provisions of sections 365 and 1123 of the Bankruptcy Code including, without limitation, the Debtors’ Key Employee Incentive Plan, as approved by the Bankruptcy Court on June 6, 2019 [Docket No. 620] (which such Plan contains provisions providing KEIP Participants with payments following the Effective Date), and the Debtors’ 2019 annual incentive plan, as approved by the Debtors’ Compensation Committee on February 20, 2019, as such plan relates to all Debtors’ employees other than KEIP Participants; provided, however, that all provisions relating to equity-based awards, including any termination-related provisions with respect to equity based awards, will be replaced and superseded in their entirety by the terms of the Management Incentive Plan. The Reorganized Debtors shall honor, in the ordinary course of business, Claims of employees employed as of the Effective Date for accrued vacation time arising prior to the Petition Date and not otherwise paid under a Bankruptcy Court order.

None of the Consummation of this Plan, the Restructuring Transactions, or any assumption of Compensation and Benefits Programs under the terms herein shall be deemed to trigger any applicable change of control, immediate vesting, termination, or similar provisions therein. No counterparty shall have rights under a Compensation and Benefits Program assumed under the Plan other than those applicable immediately prior to such assumption.

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2. Collective Bargaining Agreement and Green Book

As of the Effective Date, a Reorganized Debtor entity specifically designated in the Confirmation Order shall unilaterally continue to honor the expired Collective Bargaining Agreement’s set of rules, rates of pay, and working condition requirements, plus the changes unilaterally made by PHI since the parties were released to self-help (the expired Collective Bargaining Agreement, plus the changes made by PHI since the parties were released to self-help are referred to collectively as the “Green Book”), subject to any rights and duties provided under applicable law, in the same manner as the Debtors honored the Green Book as of the Petition Date; provided, however, that nothing in this Plan shall be deemed an admission that the Green Book is an Executory Contract under the Plan; and that the Reorganized Debtor entity may continue to make unilateral changes to the Green Book as appropriate under self-help.

I. Modifications, Amendments, Supplements, Restatements, or Other Agreements

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and Executory Contracts and Unexpired Leases related thereto, if any, including easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated.

Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease.

J. Reservation of Rights

Nothing contained in the Plan or the Plan Supplement shall constitute an admission by the Debtors or any other party that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any Reorganized Debtor has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption, the Debtors or the Reorganized Debtors, as applicable, shall have thirty (30) calendar days following entry of a Final Order resolving such dispute to alter their treatment of such contract or lease, including by rejecting such contract or lease nunc pro tunc to the Confirmation Date.

K. Nonoccurrence of Effective Date

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired Leases under section 365(d)(4) of the Bankruptcy Code, unless such deadline(s) have expired.

ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Timing and Calculation of Amounts to Be Distributed

Except as otherwise provided in the “Treatment” sections in Article III hereof or as ordered by the Bankruptcy Court, initial distributions to be made on account of Claims that are Allowed Claims as of the Effective Date or the Existing PHI Interests shall be made on the Initial Distribution Date or as soon thereafter as is practicable. Any payment or distribution required to be made under this Plan on a day other

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than a Business Day shall be made on the next succeeding Business Day. Distributions on account of Disputed Claims that first become Allowed Claims after the Effective Date shall be made under Article VII hereof. Notwithstanding anything to the contrary herein, all distributions to the Holders of Unsecured Notes Claims shall be subject to the right of the Unsecured Notes Indenture Trustee to assert its charging lien.

B. Delivery of Distributions

1. Delivery of Distributions by the Distribution Agent

Other than as specifically set forth below, the Distribution Agent shall make all distributions required to be distributed under this Plan. The Distribution Agent may employ or contract with other entities to assist in or make the distributions required by this Plan and may pay the reasonable fees and expenses of such entities and the Distribution Agents in the ordinary course of business. No Distribution Agent shall be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court.

From and after the Effective Date, any Distribution Agent, solely in its capacity as Distribution Agent, shall be exculpated by all Persons and Entities, including, without limitation, Holders of Claims and Equity Interests and other parties in interest, from any and all claims, Causes of Action, and other assertions of liability arising out of the discharge of the powers and duties conferred upon such Distribution Agent by the Plan or any order of the Bankruptcy Court entered under or in furtherance of the Plan, or applicable law, except for actions or omissions to act arising out of the Distribution Agent’s gross negligence, willful misconduct, fraud, malpractice, criminal conduct, or ultra vires acts. No Holder of a Claim or Equity Interest or other party in interest shall have or pursue any claim or Cause of Action against a Distribution Agent, solely in its capacity as Distribution Agent, for making payments in accordance with the Plan or for implementing provisions of the Plan, except for actions or omissions to act arising out of such Distribution Agent’s gross negligence, willful misconduct, fraud, malpractice, criminal conduct, or ultra vires acts.

2. Minimum Distributions

Notwithstanding anything herein to the contrary, the Reorganized Debtors and the Distribution Agents shall not be required to make distributions or payments of less than $100 (whether Cash or otherwise) and shall not be required to make partial distributions or payments of fractions of dollars. Whenever any payment or distribution of a fraction of a dollar or fractional share of New Common Stock or the Old Equity Settlement Warrants under the Plan would otherwise be called for, the actual payment or distribution will reflect a rounding of such fraction to the nearest whole dollar or share of New Common Stock or the Old Equity Settlement Warrants (up or down), with half dollars and half shares of New Common Stock or the Old Equity Settlement Warrants or less being rounded down. The total number of authorized shares of New Common Stock, as applicable, shall be adjusted as necessary to account for the foregoing rounding.

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3. Distribution Record Date

At the close of business on the Distribution Record Date, the Claims Register shall be closed. Accordingly, neither the Debtors nor Distribution Agent will have any obligation to recognize the assignment, transfer or other disposition of, or the sale of any participation in, any Allowed Claim or Existing PHI Interest that occurs after the close of business on the Distribution Record Date, and will be entitled for all purposes herein to recognize and distribute securities, property, notices and other documents only to those Holders of Allowed Claims or Existing PHI Interests who are Holders of such Claims or Interests, or participants therein, as of the close of business on the Distribution Record Date. The Distribution Agent shall be entitled to recognize and deal for all purposes under this Plan with only those record holders stated on the Claims Register, or their books and records, as of the close of business on the Distribution Record Date. Notwithstanding anything to the contrary in the Plan or the Confirmation Order, the Distribution Record Date shall not apply to publicly held securities if distributions to such securities will be effectuated through the Depository Trust Company.

4. Delivery of Distributions in General

Except as otherwise provided herein, the Debtors or the Distribution Agent, as applicable, shall make distributions to Holders of Allowed Claims or Interests (to the extent set forth in the Plan), or in care of their authorized agents or designated affiliates as designated before the Effective Date, as appropriate, at the address for each such Holder or agent as indicated on the Debtors’ or other applicable Distribution Agent’s books and records as of the date of any such distribution; provided, that the address for each Holder of an Allowed Claim shall be deemed to be the address set forth in the latest Proof of Claim Filed by such Holder under Bankruptcy Rule 3001 as of the Distribution Record Date unless otherwise specified by such Holder.

5. Undeliverable Distributions

If any distribution to a Holder of an Allowed Claim or Interest made in accordance herewith is returned to the Reorganized Debtors (or their Distribution Agent) as undeliverable, no further distributions shall be made to such Holder unless and until the Distribution Agent is notified in writing of such Holder’s then-current address or other necessary information for delivery, at which time such undelivered distribution shall be made to such Holder within ninety (90) days of receipt of such Holder’s then-current address or other necessary information; provided, however, that any such undelivered distribution shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six (6) months from the later of (a) the Effective Date and (b) the date of the initial attempted distribution. After such date, all unclaimed property or interests in property shall revert to the Reorganized Debtors automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable non-bankruptcy escheat, abandoned, or unclaimed property laws to the contrary), and the right, title, and interest of any Holder to such property or interest in property shall be discharged and forever barred.

C. Manner of Payment

At the option of the Distribution Agent, any Cash payment to be made under the Plan may be made by check or wire transfer or as otherwise required or provided in applicable agreements.

D. No Postpetition or Default Interest on Claims

Unless otherwise specifically provided for in the Plan or the Confirmation Order and notwithstanding any documents that govern the Debtors’ prepetition indebtedness to the contrary, (1) postpetition and/or default interest shall not accrue or be paid on any Claims, and (2) no Holder of a Claim shall be entitled to (a) interest accruing on or after the Petition Date on any such Claim or (b) interest at the contract default rate, each as applicable.

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E. Setoffs and Recoupments

Each Debtor or Reorganized Debtor, as applicable, or such Entity’s designee, may, under section 553 of the Bankruptcy Code or other applicable nonbankruptcy law, offset or recoup against any Allowed Claim and the distributions to be made under this Plan on account of such Allowed Claim any and all Claims, rights, and Causes of Action that such Debtor or Reorganized Debtor or its successors may hold against the Holder of such Allowed Claim; provided, however that neither the failure to effect a setoff or recoupment nor the allowance of any Claim hereunder will constitute a waiver or release by a Debtor or Reorganized Debtor or its successor of any Claims, rights, or Causes of Action that a Reorganized Debtor or its successor or assign may possess against such Holder.

F. Rights and Powers of Distribution Agent

The Distribution Agent shall be empowered to (i) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under this Plan; (ii) make all applicable distributions or payments provided for under this Plan; (iii) employ professionals to represent it with respect to its responsibilities; and (iv) exercise such other powers (A) as may be vested in the Distribution Agent by order of the Bankruptcy Court (including any order issued after the Effective Date) or under this Plan or (B) as deemed by the Distribution Agent to be necessary and proper to implement the provisions of this Plan.

To the extent the Distribution Agent is an Entity other than a Debtor or a Reorganized Debtor, except as otherwise ordered by the Bankruptcy Court and subject to the written agreement of the Reorganized Debtors, the amount of any reasonable fees and expenses incurred by the Distribution Agent on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement Claims (including for reasonable attorneys’ and other professional fees and expenses) made by the Distribution Agent shall be paid in Cash by the Reorganized Debtors.

G. Compliance with Tax Requirements

In connection with the Plan, to the extent applicable, the Debtors, Reorganized Debtors, Distribution Agent, and other applicable withholding and reporting agents shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and all distributions pursuant hereto shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, the Debtors, Reorganized Debtors, Distribution Agent, and other applicable withholding and reporting agents shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, or establishing any other mechanisms they believe are reasonable and appropriate. The Debtors, Reorganized Debtors, Distribution Agent, and other applicable withholding agents reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support and other spousal awards, liens, and encumbrances. For tax purposes, distributions in full or partial satisfaction of Allowed Claims shall be allocated first to the principal amount of Allowed Claims, with any excess allocated to unpaid interest that accrued on such Claims.

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Notwithstanding the above, each Holder of an Allowed Claim that is to receive a distribution under this Plan shall have the sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed on such Holder by any Governmental Unit, including income, withholding, and other tax obligations, on account of such distribution. The Reorganized Debtors and the Distribution Agent have the right, but not the obligation, to not make a distribution until such Holder has made arrangements satisfactory to any issuing or distribution party for payment of any such tax obligations.

The Reorganized Debtors and the Distribution Agent may require, as a condition to receipt of a distribution, that the Holder of an Allowed Claim provide any information necessary to allow the distributing party to comply with any such withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority. If the Reorganized Debtors or the Distribution Agent make such a request and the Holder fails to comply before the date that is 180 days after the request is made, the amount of such distribution shall irrevocably revert to the applicable Reorganized Debtor and any Claim in respect of such distribution shall be discharged and forever barred from assertion against such Reorganized Debtor or its respective property.

H. Surrender of Cancelled Instruments or Securities

On the Effective Date, each Holder of a certificate or instrument evidencing a Claim or an Equity Interest shall be deemed to have surrendered such certificate or instrument to the Distribution Agent. Such surrendered certificate or instrument shall be cancelled solely with respect to the Debtors, and such cancellation shall not alter the obligations or rights of any non-Debtor third parties vis-à-vis one another with respect to such certificate or instrument, including with respect to any indenture or agreement that governs the rights of the Holder of a Claim or Equity Interest, which shall continue in effect for purposes of allowing Holders to receive distributions under the Plan, charging liens, priority of payment, indemnification rights, and the other purposes as set forth in Article IV.K. Notwithstanding anything to the contrary herein, this paragraph shall not apply to certificates or instruments evidencing Allowed General Unsecured Claims (other than Unsecured Notes Claims).

I. Claims Paid or Payable by Third Parties

1. Claims Payable by Insurance

No distributions under the Plan shall be made on account of an Allowed Claim that is payable under one of the Debtors’ Insurance Policies until the Holder of such Allowed Claim has exhausted all remedies with respect to such Insurance Policy.

2. Applicability of Insurance Policies

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be in accordance with the provisions of any applicable Insurance Policy. Nothing contained in the Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including insurers under any policies of insurance, nor shall anything contained herein constitute or be deemed a waiver by such insurers of any defenses, including coverage defenses, held by such insurers.

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ARTICLE VII.

PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED AND DISPUTED CLAIMS

A. Allowance of Claims and Interests

After the Effective Date, each of the Reorganized Debtors shall have and retain any and all rights and defenses the applicable Debtor had with respect to any Claim or Equity Interest immediately prior to the Effective Date (unless such Claim is deemed Allowed pursuant to this Plan or the Confirmation Order). This Article VII shall not apply to the Thirty Two Claim, which Thirty Two Claim shall be Allowed in full and will not be subject to any avoidance, reductions, set off, offset, recharacterization, subordination (whether equitable, contractual, or otherwise), counterclaims, cross-claims, defenses, disallowance, impairment, objection, or any other challenges under any applicable law or regulation by any person or Entity. All settled Claims approved prior to the Effective Date by a Final Order of the Bankruptcy Court under Bankruptcy Rule 9019 or otherwise shall be binding on all parties.

B. Claims Administration Responsibilities

Except as otherwise specifically provided in the Plan, after the Effective Date, the Reorganized Debtors shall have the sole authority to (1) file, withdraw, or litigate to judgment, any objections to Claims or Equity Interests and (2) settle or compromise any Disputed Claim or Equity Interest without any further notice to or action, order, or approval by the Bankruptcy Court. For the avoidance of doubt, except as otherwise provided in the Plan, from and after the Effective Date, each Reorganized Debtor shall have and retain any and all rights and defenses such Debtor had immediately prior to the Effective Date with respect to any Disputed Claim or Equity Interest, including the Causes of Action retained under the Plan.

C. Prosecution of Objections to Claims and Equity Interests

Before or after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall have the authority to File objections to Claims and Equity Interests (other than Claims or Equity Interests that are Allowed under this Plan) and settle, compromise, withdraw or litigate to judgment objections to any and all such Claims or Equity Interests, regardless of whether such Claims are in an Unimpaired Class or otherwise; provided, however, this provision shall not apply to Accrued Professional Compensation Claims, which may be objected to by any party-in-interest in these Chapter 11 Cases. From and after the Effective Date, the Reorganized Debtors may settle or compromise any Disputed Claim or Disputed Equity Interest without any further notice to or action, order or approval of the Bankruptcy Court. The Debtors or the Reorganized Debtors, as applicable, shall have the sole authority to administer and adjust the Claims Register and their respective books and records to reflect any such settlements or compromises without any further notice to or action, order or approval of the Bankruptcy Court.

D. Estimation of Claims and Equity Interests

Before or after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, may (but are not required to) at any time request that the Bankruptcy Court estimate any Disputed Claim or Equity Interest that is contingent or unliquidated under section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or Equity Interest or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim or Equity Interest, including during the litigation of any objection to any Claim or Equity Interest or during the appeal relating to such objection. Notwithstanding any provision otherwise in the Plan, a Claim that has been expunged but that either is subject to appeal or has not been the subject of

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a Final Order shall be deemed to be estimated at zero ($0.00) dollars unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim or Equity Interest, that estimated amount shall constitute a maximum limitation on such Claim or Equity Interest for all purposes under the Plan (including for purposes of distributions), and the relevant Reorganized Debtor may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim or Equity Interest.

E. Deadline to File Objections to Claims

Any objections to Claims shall be Filed by no later than the Claims Objection Deadline; provided that nothing contained herein shall limit the Reorganized Debtor’s right to object to Claims, if any, Filed or amended after the Claims Objection Deadline. Moreover, notwithstanding the expiration of the Claims Objection Deadline, the Reorganized Debtors shall continue to have the right to amend any claims or other objections and to File and prosecute supplemental objections and counterclaims to a Disputed Claim until such Disputed Claim is or becomes Allowed by Final Order of the Bankruptcy Court.

F. Adjustment to Claims Without Objection

Any duplicate Claim or Equity Interest or any Claim or Equity Interest that has been paid, satisfied, amended, or superseded may be adjusted or expunged by the Reorganized Debtors without the Reorganized Debtors having to file an application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim or Equity Interest, and without any further notice to or action, order, or approval of the Bankruptcy Court.

G. Disallowance of Certain Claims

Any Claims held by Entities from which property is recoverable under section 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code shall be deemed disallowed under section 502(d) of the Bankruptcy Code unless expressly Allowed under the Plan, and Holders of such Claims may not receive any distributions on account of such Claims and Equity Interests until such time as such Causes of Action against that Entity have been settled or a Final Order of the Bankruptcy Court with respect thereto has been entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the Reorganized Debtors.

H. No Distributions Pending Allowance

Notwithstanding any other provision hereof, if any portion of a Claim or Equity Interest is a Disputed Claim or Equity Interest, as applicable, no payment or distribution provided hereunder shall be made on account of such Claim or Equity Interest unless and until such Disputed Claim or Equity Interest becomes an Allowed Claim or Equity Interest.

I. Distributions After Allowance

To the extent that a Disputed Claim or Equity Interest ultimately becomes an Allowed Claim or Equity Interest, distributions (if any) shall be made to the Holder of such Allowed Claim or Equity Interest in accordance with the provisions of the Plan. As soon as reasonably practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim or Equity Interest becomes a Final Order, the Distribution Agent shall provide to the Holder of such Claim or Equity Interest the distribution (if any) to which such Holder is entitled under the Plan as of the Effective Date, without any interest to be paid on account of such Claim or Equity Interest.

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J. No Interest

Interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effective Date to the date a final distribution is made on account of such Disputed Claim if and when such Disputed Claim becomes an Allowed Claim.

ARTICLE VIII.

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

A. Conditions Precedent to the Effective Date

The following are conditions precedent to the Effective Date that must be satisfied or waived in accordance with Article VIII.B hereof and the Settlement Stipulation:

1. the Bankruptcy Court shall have approved the Disclosure Statement as containing adequate information with respect to the Plan within the meaning of section 1125 of the Bankruptcy Code;

2. the Confirmation Order shall have been entered and shall be in full force and effect and such Confirmation Order shall be a Final Order;

3. the Settlement Stipulation shall not have been terminated and shall be in full force and

effect;

4. the Confirmation Order and the Restructuring Documents shall be consistent with the Settlement Stipulation, the Equity Committee Settlement Stipulation (to the extent it remains in full force and effect), and otherwise consistent with the consent rights set forth herein;

5. the Confirmation Order shall approve the Minimum Cash Commitment Agreement and Minimum Cash Commitment Exchange;

6. all New Equity Documents shall be in form and substance reasonably acceptable to the Debtors and the Creditors’ Committee;

7. to the extent the Equity Committee Settlement Stipulation remains in full force and effect, the Old Equity Settlement Warrants documentation shall be in form and substance reasonably acceptable to the Equity Committee;

8. the projected Cash Balance on the Effective Date shall not be less than $75,000,000 as set forth in the Settlement Stipulation;

9. the aggregate funded debt of the Debtors shall not exceed the Effective Date Debt Limit;

10. all conditions to effectiveness of the Minimum Cash Commitment Agreement shall have been satisfied or waived in accordance with their terms and the Minimum Cash Commitment has been funded by the Commitment Parties;

11. the Allowed Thirty Two Claim shall receive payment in full, in Cash, on the Effective Date, in the amount of the Allowed Thirty Two Claim in full satisfaction of the Allowed Thirty Two Claim as set forth in this Plan pursuant to the Settlement Stipulation;

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12. the Debtors shall have obtained any authorization, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan;

13. all documents and agreements necessary to implement the Plan shall have been executed and tendered for delivery consistent with the Settlement Stipulation (including the approval and consent rights set forth therein) and, to the extent the Equity Committee Settlement Stipulation remains in full force and effect, the Equity Committee Settlement Stipulation. All conditions precedent to the effectiveness of such documents and agreements shall have been satisfied or waived pursuant to the terms thereof (or will be satisfied and waived substantially concurrently with the occurrence of the Effective Date);

14. all Accrued Professional Compensation Claims and expenses of Retained Professionals required to be approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in the Professional Fee Escrow Account pending approval by the Bankruptcy Court, in accordance with Article II.A.2 hereto;

15. the Debtors and Reorganized Debtors, as applicable, shall have implemented the restructuring in a manner consistent in all respects with the Plan, the Settlement Stipulation, and, to the extent it remains in full force and effect, the Equity Committee Settlement Stipulation; and

16. all Restructuring Expenses shall have been paid in accordance with Article IV.H.

B. Waiver of Conditions

Each of the conditions precedent to the occurrence of the Effective Date except for the conditions in Article VIII.A.1 and VIII.A.2 may be waived by the Debtors or Reorganized Debtors, as applicable, subject to the prior written consent of the Creditors’ Committee (which consent shall not be unreasonably withheld); provided that the conditions in Article VIII.A.4, Article VIII.A.7, Article VIII.A.13 and Article

VIII.A.15 may be waived by the Debtors or the Reorganized Debtors, as applicable, subject to the prior written consent of the Creditors’ Committee and the Equity Committee (solely to the extent the Equity Committee Settlement Stipulation remains in full force and effect), in each case, which consent shall not be unreasonably withheld, without any further notice to parties in interest and without any further notice to or action, order, or approval of the Bankruptcy Court and without any formal action other than a proceeding to confirm the Plan.

ARTICLE IX.

RELEASE, DISCHARGE, INJUNCTION AND RELATED PROVISIONS

A. General

Under section 1123 of the Bankruptcy Code, and in consideration for the classification, distributions, releases and other benefits provided under this Plan, the Settlement Stipulation and the Equity Committee Settlement Stipulation, upon the Effective Date, the provisions of this Plan, the Settlement Stipulation and the Equity Committee Settlement Stipulation shall constitute a good faith compromise and settlement of all Claims and Equity Interests and controversies resolved under this Plan, the Settlement Stipulation and the Equity Committee Settlement Stipulation. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Equity Interests and controversies, as well as a finding by the Bankruptcy Court that any such compromise or settlement is in the best interests of the Debtors, their Estates, and any Holders of Claims and Equity Interests and is fair, equitable and reasonable.

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Notwithstanding anything contained herein to the contrary, the allowance, classification and treatment of all Allowed Claims and Equity Interests and their respective distributions (if any) and treatments hereunder, takes into account the relative priority and rights of the Claims and the Equity Interests in each Class in connection with any contractual, legal and equitable subordination rights relating thereto whether arising under general principles of equitable subordination, section 510 of the Bankruptcy Code or otherwise. As of the Effective Date, any and all contractual, legal and equitable subordination rights, whether arising under general principles of equitable subordination, section 510 of the Bankruptcy Code or otherwise, relating to the allowance, classification and treatment of all Allowed Claims and Equity Interests and their respective distributions (if any) and treatments hereunder, are settled, compromised, terminated and released pursuant hereto; provided, however, that nothing contained herein shall preclude any Person or Entity from exercising their rights under and consistent with the terms of this Plan and the contracts, instruments, releases, indentures, and other agreements or documents delivered under or in connection with this Plan.

B. Release of Claims and Causes of Action

1. Release by the Debtors and Their Estates.

Under section 1123(b) and any other applicable provisions of the Bankruptcy Code, and except as otherwise expressly provided in this Plan, the Settlement Stipulation and the Equity Committee Settlement Stipulation, effective as of the Effective Date, for good and valuable consideration provided by each of the Released Parties, the adequacy and sufficiency of which is hereby confirmed, the Debtors and the Reorganized Debtors, in their respective individual capacities and as debtors in possession, and on behalf of themselves and their respective Estates, including, without limitation, any successor to the Debtors or any Estate representative appointed or selected under section 1123(b)(3) of the Bankruptcy Code (collectively, the “Debtor Releasing Parties”) and their respective assets and properties will be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever provided a full discharge, waiver and release to each of the Released Parties (and each such Released Party so released shall be deemed forever released, waived and discharged by the Debtor Releasing Parties) (the “Debtor Release”) from any and all Claims, Causes of Action and any other debts, obligations, rights, suits, damages, actions, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, whether directly or derivatively held, existing as of the Effective Date or thereafter arising, in law, at equity or otherwise, whether for tort, contract, violations of federal or state securities laws, or otherwise, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place prior to or on the Effective Date arising from or related in any way in whole or in part to any of (i) the Debtors, the Chapter 11 Cases, the marketing of any of the Debtors’ assets, the Disclosure Statement, the Settlement Stipulation, the Equity Committee Settlement Stipulation, this Plan and the Restructuring Documents, (ii) the subject matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is treated in this Plan, (iii) the business or contractual arrangements between any Debtor and any Released Parties, (iv) the negotiation, formulation or preparation of this Plan, the Disclosure Statement, the Settlement Stipulation, the Equity Committee Settlement Stipulation, the Restructuring Documents, or related agreements, instruments or other documents, (v) the restructuring of Claims or Equity Interests prior to or during the Chapter 11 Cases, (vi) the purchase, sale, or rescission of the purchase or sale of any Claim or Equity Interest of the Debtors or the Reorganized Debtors, and/or (vii) the Confirmation or Consummation of this Plan or the solicitation of votes on this Plan that such Debtor Releasing Party would have been legally entitled to assert (whether individually or collectively) or that any Holder of a Claim or Equity Interest or other Entity would have been legally entitled to assert for, or on behalf or in the name of, any Debtor, its respective Estate or any Reorganized Debtor (whether directly or derivatively) against any of the Released Parties; provided, however, that the foregoing provisions of this Debtor

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Release shall not operate to waive, release or otherwise impair: (i) any Causes of Action arising from willful misconduct, actual fraud, or gross negligence of such applicable Released Party as determined by Final Order of the Bankruptcy Court or any other court of competent jurisdiction and/or (ii) the rights of such Debtor Releasing Party to enforce this Plan and the contracts, instruments, releases, indentures, and other agreements or documents delivered under or in connection with this Plan or assumed under this Plan or assumed under Final Order of the Bankruptcy Court.

The foregoing release shall be effective as of the Effective Date without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization or approval of any Person and the Confirmation Order will permanently enjoin the commencement or prosecution by any Person or Entity, whether directly, derivatively or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action or liabilities released under this Debtor Release. Notwithstanding the foregoing, nothing in this Article IX.B shall or shall be deemed to prohibit the Debtors or the Reorganized Debtors from asserting and enforcing any claims, obligations, suits, judgments, demands, debts, rights, Causes of Action or liabilities they may have against any Person that is based upon an alleged breach of a confidentiality or non-compete obligation owed to the Debtors or the Reorganized Debtors, unless otherwise expressly provided for in this Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, under Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (i) in exchange for the good and valuable consideration provided by the Released Parties; (ii) a good faith settlement and compromise of the Claims released by the Debtor Release; (iii) in the best interest of the Debtors and their Estates; (iv) fair, equitable and reasonable; and (v) given and made after due notice and opportunity for hearing.

2. Release by Third Parties.

Except as otherwise expressly provided in this Plan, the Settlement Stipulation and the Equity Committee Settlement Stipulation, effective as of the Effective Date, to the fullest extent permitted by applicable law, for good and valuable consideration provided by each of the Released Parties, the adequacy and sufficiency of which is hereby confirmed, and without limiting or otherwise modifying the scope of the Debtor Release provided by the Debtor Releasing Parties above, each Non-Debtor Releasing Party (together with the Debtor Releasing Parties, the “Releasing Parties”) will be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever provided a full discharge, waiver and release to each of the Released Parties (and each such Released Party so released shall be deemed forever released, waived and discharged by the Non-Debtor Releasing Parties) (the “Third Party Release”) from any and all Claims, Causes of Action and any other debts, obligations, rights, suits, damages, actions, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, whether directly or derivatively held, existing as of the Effective Date or thereafter arising, in law, at equity or otherwise, whether for tort, contract, violations of federal or state securities laws, or otherwise, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place prior to or on the Effective Date arising from or related in any way in whole or in part to any of (i) the Debtors, the Chapter 11 Cases, the marketing of any of the Debtors’ assets, the Disclosure Statement, this Plan, the Settlement Stipulation, the Equity Committee Settlement Stipulation and the Restructuring Documents, (ii) the subject matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is treated in this Plan, (iii) the business or contractual arrangements between any Debtor and any Released Parties, (iv) the negotiation, formulation or preparation of this Plan, the Disclosure Statement, the Settlement Stipulation, the Equity Committee Settlement Stipulation, the Restructuring Documents, or related

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agreements, instruments or other documents, (v) the restructuring of Claims or Equity Interests prior to or during the Chapter 11 Cases, (vi) the purchase, sale or rescission of the purchase or sale of any Claim or Equity Interest of the Debtors or the Reorganized Debtors, and/or (vii) the Confirmation or Consummation of this Plan or the solicitation of votes on this Plan that such Non-Debtor Releasing Party would have been legally entitled to assert (whether individually or collectively) against any of the Released Parties; provided, however, that the foregoing provisions of this Third Party Release shall not operate to waive, release or otherwise impair: (i) any Causes of Action arising from willful misconduct, actual fraud, or gross negligence of such applicable Released Party as determined by Final Order of the Bankruptcy Court or any other court of competent jurisdiction; (ii) any of the indebtedness and obligations of the Debtors and/or the Reorganized Debtors incurred under this Plan and the contracts, instruments, releases, indentures, and other agreements and documents delivered under or in connection with this Plan or assumed under this Plan or assumed under Final Order of the Bankruptcy Court; (iii) the rights of such Non-Debtor Releasing Party to enforce this Plan and the contracts, instruments, releases, indentures, and other agreements and documents delivered under or in connection with this Plan or assumed under this Plan or assumed under Final Order of the Bankruptcy Court; and/or (iv) any objections with respect to any Retained Professional’s final fee application or Accrued Professional Compensation Claims in these Chapter 11 Cases.

The foregoing release shall be effective as of the Effective Date without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization or approval of any Person and the Confirmation Order will permanently enjoin the commencement or prosecution by any Person or Entity, whether directly, derivatively or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action or liabilities released under this Third Party Release.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Third Party Release, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Third Party Release is: (i) in exchange for the good and valuable consideration provided by the Released Parties; (ii) a good faith settlement and compromise of the Claims released by the Third Party Release; (iii) in the best interest of the Debtors and all Holders of Claims and Equity Interests; (iv) fair, equitable and reasonable; and (v) given and made after due notice and opportunity for hearing.

Notwithstanding anything to the contrary in this Plan or otherwise, any agreement of the Creditors’ Committee, Equity Committee, the Unsecured Notes Indenture Trustee, or Houlihan Lokey Capital, Inc. to not “opt out” of the voluntary releases contained in this Plan shall be immediately and automatically, without further action of any party, revoked and changed to be “opt out” in the event that either (a) the Plan has been amended, modified, or supplemented in a manner inconsistent with the Settlement Stipulation (absent the consent of each of the Creditors’ Committee, the Unsecured Notes Indenture Trustee and Houlihan Lokey Capital, Inc.) or with respect to the Equity Committee, the Equity Committee Settlement Stipulation, or (b) the Settlement Stipulation or with respect to the Equity Committee, the Equity Committee Settlement Stipulation is no longer in effect.

C. Waiver of Statutory Limitations on Releases

Each of the Releasing Parties in each of the releases contained above expressly acknowledges that although ordinarily a general release may not extend to Claims which the Releasing Party does not know or suspect to exist in its favor, which if known by it may have materially affected its settlement with the party released, they have carefully considered and taken into account in determining to enter into the above

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releases the possible existence of such unknown losses or claims. Without limiting the generality of the foregoing, each Releasing Party expressly waives any and all rights conferred upon it by any statute or rule of law which provides that a release does not extend to claims which the claimant does not know or suspect to exist in its favor at the time of providing the release, which if known by it may have materially affected its settlement with the Released Party. The releases contained in this Plan are effective regardless of whether those released matters are presently known, unknown, suspected or unsuspected, foreseen or unforeseen.

D. Discharge of Claims and Equity Interests

To the fullest extent provided under section 1141(d)(1)(A) and other applicable provisions of the Bankruptcy Code, except as otherwise expressly provided by this Plan or the Confirmation Order, effective as of the Effective Date, all consideration distributed under this Plan shall be in exchange for, and in complete satisfaction, settlement, discharge, and release of, all Claims, Equity Interests and Causes of Action of any kind or nature whatsoever against the Debtors or any of their respective assets or properties, including any interest accrued on such Claims or Equity Interests from and after the Petition Date, and regardless of whether any property shall have been abandoned by order of the Bankruptcy Court, distributed or retained under this Plan on account of such Claims, Equity Interests or Causes of Action.

Except as otherwise expressly provided by this Plan or the Confirmation Order, upon the Effective Date, the Debtors and their Estates shall be deemed discharged and released under and to the fullest extent provided under sections 524 and 1141(d)(1)(A) and other applicable provisions of the Bankruptcy Code from any and all Claims of any kind or nature whatsoever, including, but not limited to, demands and liabilities that arose before the Confirmation Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code. Such discharge shall void any judgment obtained against the Debtors or the Reorganized Debtors at any time, to the extent that such judgment relates to a discharged Claim.

E. Exculpation

Effective as of the Effective Date, the Exculpated Parties shall neither have nor incur any liability to any Entity for any claims or Causes of Action arising prior to or on the Effective Date for any act taken or omitted to be taken in connection with, or related to, formulating, negotiating, preparing, disseminating, implementing, administering, confirming or effecting the Confirmation or Consummation of this Plan, the Disclosure Statement, Settlement Stipulation, the Equity Committee Settlement Stipulation, the Restructuring Documents or any contract, instrument, release or other agreement or document created or entered into in connection with this Plan or any other postpetition act taken or omitted to be taken in connection with the restructuring of the Debtors, the approval of the Settlement Stipulation, the Equity Committee Settlement Stipulation, the Disclosure Statement or Confirmation or Consummation of this Plan; provided, however, that the foregoing provisions of this exculpation shall not operate to waive, release or otherwise impair: (i) any Causes of Action expressly set forth in and preserved by this Plan or the Plan Supplement; (ii) any Causes of Action arising from willful misconduct, actual fraud, or gross negligence of such applicable Exculpated Party as determined by Final Order of the Bankruptcy Court or any other court of competent jurisdiction; (iii) any of the indebtedness or obligations of the Debtors and/or the Reorganized Debtors incurred under this Plan and the contracts, instruments, releases, indentures, and other agreements and documents delivered under or in connection with the Plan or assumed under this Plan or assumed under Final Order of the Bankruptcy Court, (iv) the rights of any Entity to enforce this Plan and the contracts, instruments, releases, indentures, and other agreements or documents delivered under or in connection with this Plan or assumed under this Plan or assumed under Final Order of the Bankruptcy Court; and/or (v) any objections with respect to any Retained Professional’s final fee application or Accrued Professional Compensation Claims in these Chapter 11 Cases; provided, further, that each Exculpated Party shall be entitled to rely upon the advice of counsel concerning its respective duties under, or in connection with, the above-referenced documents, actions or inactions.

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The foregoing exculpation shall be effective as of the Effective Date without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization or approval of any Person. Notwithstanding the foregoing, nothing in this Article IX.E shall or shall be deemed to prohibit the Debtors or the Reorganized Debtors from asserting and enforcing any claims, obligations, suits, judgments, demands, debts, rights, Causes of Action or liabilities they may have against any Person that is based upon an alleged breach of a confidentiality or non-compete obligation owed to the Debtors or the Reorganized Debtors, in each case unless otherwise expressly provided for in this Plan.

F. Preservation of Causes of Action

1. Maintenance of Causes of Action

Except as otherwise provided in this Article IX or elsewhere in this Plan or the Confirmation Order, after the Effective Date, the Reorganized Debtors shall retain all rights to commence, pursue, litigate or settle, as appropriate, any and all Causes of Action, whether existing as of the Petition Date or thereafter arising, in any court or other tribunal including, without limitation, in an adversary proceeding Filed in the Chapter 11 Cases; provided, however, that the foregoing shall not be deemed to include any claims or Causes of Action (i) released under Article IX.B.1 hereof or (ii) exculpated under Article IX.E hereof to the extent of any such exculpation. The Reorganized Debtors, as the successors-in-interest to the Debtors and the Estates, may, and shall have the exclusive right to, enforce, sue on, settle, compromise, transfer or assign (or decline to do any of the foregoing) any or all of such Causes of Action, in each case solely to the extent of the Debtors’ or their Estates’ interest therein, without notice to or approval from the Bankruptcy Court. Notwithstanding the foregoing, the Reorganized Debtors shall retain all claims and defenses to any Allowed Claims that are Reinstated or Unimpaired pursuant to the Plan. A further description of the retained causes of action shall be filed with the Plan Supplement.

2. Preservation of All Causes of Action Not Expressly Settled or Released

The Debtors expressly reserve all Causes of Action for later adjudication by the Debtors or the Reorganized Debtors (including, without limitation, Causes of Action not specifically identified or of which the Debtors may presently be unaware or which may arise or exist by reason of additional facts or circumstances unknown to the Debtors at this time or facts or circumstances that may change or be different from those the Debtors now believe to exist) and, therefore, no preclusion doctrine, including, without limitation, the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, waiver, estoppel (judicial, equitable or otherwise) or laches shall apply to such Causes of Action upon or after the Confirmation or Consummation of this Plan based on the Disclosure Statement, this Plan or the Confirmation Order, except in each case where such Causes of Action have been expressly waived, relinquished, released, compromised or settled in this Plan, the Confirmation Order or any other Final Order, including, without limitation or any other claims or Causes of Action (i) released under Article IX.B.1 hereof or (ii) exculpated under Article IX.E hereof to the extent of any such exculpation. In addition, the Debtors and the Reorganized Debtors expressly reserve the right to pursue or adopt any claims alleged in any lawsuit in which any of the Debtors are a plaintiff, defendant or an interested party, against any Entity, including, without limitation, the plaintiffs or co-defendants in such lawsuits.

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G. Injunction

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PLAN OR THE CONFIRMATION ORDER, FROM AND AFTER THE EFFECTIVE DATE, ALL PERSONS AND ENTITIES ARE, TO THE FULLEST EXTENT PROVIDED UNDER SECTION 524 AND OTHER APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE, PERMANENTLY ENJOINED FROM (I) COMMENCING OR CONTINUING, IN ANY MANNER OR IN ANY PLACE, ANY SUIT, ACTION OR OTHER PROCEEDING; (II) ENFORCING, ATTACHING, COLLECTING, OR RECOVERING IN ANY MANNER ANY JUDGMENT, AWARD, DECREE, OR ORDER; (III) CREATING, PERFECTING, OR ENFORCING ANY LIEN OR ENCUMBRANCE; (IV) ASSERTING A SETOFF OR RIGHT OF SUBROGATION OF ANY KIND; OR (V) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND, IN EACH CASE ON ACCOUNT OF OR WITH RESPECT TO ANY CLAIM, DEMAND, LIABILITY, OBLIGATION, DEBT, RIGHT, CAUSE OF ACTION, EQUITY INTEREST, OR REMEDY RELEASED OR TO BE RELEASED, SETTLED OR TO BE SETTLED OR DISCHARGED OR TO BE DISCHARGED UNDER THIS PLAN OR THE CONFIRMATION ORDER AGAINST ANY PERSON OR ENTITY SO RELEASED OR DISCHARGED (OR THE PROPERTY OR ESTATE OF ANY PERSON OR ENTITY SO RELEASED, DISCHARGED). ALL INJUNCTIONS OR STAYS PROVIDED FOR IN THE CHAPTER 11 CASES UNDER SECTION 105 OR SECTION 362 OF THE BANKRUPTCY CODE, OR OTHERWISE, AND IN EXISTENCE ON THE CONFIRMATION DATE, SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE EFFECTIVE DATE.

H. Binding Nature of the Plan

ON THE EFFECTIVE DATE, AND EFFECTIVE AS OF THE EFFECTIVE DATE, THIS PLAN SHALL BIND, AND SHALL BE DEEMED BINDING UPON, THE DEBTORS, THE REORGANIZED DEBTORS, ANY AND ALL HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTORS, ALL PERSONS AND ENTITIES THAT ARE PARTIES TO OR ARE SUBJECT TO THE SETTLEMENTS, COMPROMISES, RELEASES, DISCHARGES, AND INJUNCTIONS DESCRIBED IN THIS PLAN, EACH PERSON ACQUIRING PROPERTY UNDER THIS PLAN, ANY AND ALL NON-DEBTOR PARTIES TO EXECUTORY CONTRACTS AND UNEXPIRED LEASES WITH THE DEBTORS AND THE RESPECTIVE SUCCESSORS AND ASSIGNS OF EACH OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING WHETHER OR NOT SUCH PERSON OR ENTITY (I) WILL RECEIVE OR RETAIN ANY PROPERTY, OR INTEREST IN PROPERTY, UNDER THIS PLAN, (II) HAS FILED A PROOF OF CLAIM OR INTEREST IN THE CHAPTER 11 CASES OR (III) FAILED TO VOTE TO ACCEPT OR REJECT THIS PLAN, AFFIRMATIVELY VOTED TO REJECT THIS PLAN OR IS CONCLUSIVELY PRESUMED TO REJECT THIS PLAN.

I. Protection Against Discriminatory Treatment

To the extent provided by section 525 of the Bankruptcy Code and the Supremacy Clause of the United States Constitution, all Persons and Entities, including Governmental Units, shall not discriminate against the Reorganized Debtors or deny, revoke, suspend or refuse to renew a license, permit, charter, franchise or other similar grant to, condition such a grant to, discriminate with respect to such a grant, against the Reorganized Debtors, or another Person or Entity with whom the Reorganized Debtors have been associated, solely because any Debtor has been a debtor under chapter 11 of the Bankruptcy Code, has been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtors are granted or denied a discharge) or has not paid a debt that is dischargeable in the Chapter 11 Cases.

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J. Integral Part of Plan

Each of the provisions set forth in this Plan with respect to the settlement, release, discharge, exculpation, and injunction of, for or with respect to Claims and/or Causes of Action are an integral part of this Plan and essential to its implementation. Accordingly, each Entity that is a beneficiary of such provision shall have the right to independently seek to enforce such provision and such provision may not be amended, modified, or waived after the Effective Date without the prior written consent of such beneficiary.

K. Preservation of Privilege and Defenses

No action taken by the Debtors or Reorganized Debtors in connection with this Plan shall be (or be deemed to be) a waiver of any privilege or immunity of the Debtors or Reorganized Debtors, as applicable, including any attorney-client privilege or work-product privilege attaching to any documents or communications (whether written or oral). The Confirmation Order shall provide that, notwithstanding the Reorganized Debtors’ providing any privileged information to the Distribution Agent or any party or person associated with the Distribution Agent, such privileged information shall be without waiver in recognition of the joint and/or successorship interest in prosecuting any Claim or Cause of Action on behalf of the Estates and shall remain privileged. The Debtors (or the Reorganized Debtors) retain the right to waive their own privileges. The Distribution Agent shall have no right to any privileged information or analysis of the Debtors or the Reorganized Debtors.

ARTICLE X.

RETENTION OF JURISDICTION

Under sections 105(c) and 1142 of the Bankruptcy Code and notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall, on and after the Effective Date, retain exclusive jurisdiction over the Chapter 11 Cases and all Entities with respect to all matters related to the Chapter 11 Cases, the Debtors and this Plan as legally permissible, including, without limitation, jurisdiction to:

1. Allow, disallow, determine, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim or Equity Interest, including, without limitation, the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the allowance or priority of any such Claim or Equity Interest;

2. Decide and resolve all matters related to the granting or denial, in whole or in part, of any applications for allowance of compensation or reimbursement of expenses authorized under the Bankruptcy Code or this Plan, for periods ending on or before the Effective Date; provided, however, that, from and after the Effective Date, the Reorganized Debtors shall pay Retained Professionals in the ordinary course of business for any work performed after the Effective Date and such payment shall not be subject to the approval of the Bankruptcy Court;

3. Resolve any matters related to the assumption, assignment or rejection of any Executory Contract or Unexpired Lease and to adjudicate and, if necessary, liquidate, any Claims arising therefrom, including, without limitation, those matters related to any amendment to this Plan after the Effective Date to add Executory Contracts or Unexpired Leases to the list of Executory Contracts and Unexpired Leases to be assumed or rejected (as applicable);

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4. Resolve any issues related to any matters adjudicated in the Chapter 11 Cases;

5. Ensure that distributions to Holders of Allowed Claims are accomplished under the provisions of this Plan;

6. Decide or resolve any motions, adversary proceedings, contested or litigated matters and any other Causes of Action that are pending as of the Effective Date or that may be commenced in the future, and grant or deny any applications involving the Debtors that may be pending on the Effective Date or instituted by the Reorganized Debtors after the Effective Date, provided, however, that the Reorganized Debtors shall reserve the right to commence actions in all appropriate forums and jurisdictions;

7. Enter such orders as may be necessary or appropriate to implement or consummate the provisions of this Plan and all other contracts, instruments, releases, indentures and other agreements or documents adopted in connection with this Plan, the Plan Supplement or the Disclosure Statement;

8. Resolve any cases, controversies, suits or disputes that may arise in connection with the Consummation, interpretation or enforcement of this Plan or any Entity’s obligations incurred in connection with this Plan;

9. Hear and determine all Causes of Action that are pending as of the Effective Date or that may be commenced in the future, except for those claims or Causes of Action (i) released under Article IX.B.1 hereof or (ii) exculpated under Article IX.E hereof to the extent of any such exculpation;

10. Issue injunctions and enforce them, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any Entity with Consummation or enforcement of this Plan;

11. Enforce the terms and conditions of this Plan, the Confirmation Order, and the Restructuring Documents;

12. Resolve any cases, controversies, suits or disputes with respect to the Release, the Exculpation, and any other provisions contained in Article IX hereof and enter such orders or take such others actions as may be necessary or appropriate to implement or enforce all such provisions;

13. Enter and implement such orders or take such other actions as may be necessary or appropriate if the Confirmation Order is modified, stayed, reversed, revoked or vacated;

14. Resolve any other matters that may arise in connection with or relate to this Plan, the Disclosure Statement, the Confirmation Order or any release or exculpation adopted in connection with this Plan; and

15. Enter one or more final decrees closing the Chapter 11 Cases.

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Notwithstanding the foregoing, if the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising in, arising under, or related to the Chapter 11 Cases, including the matters set forth in this Article of the Plan, the provisions of this Article X shall have no effect upon and shall not control, prohibit, or limit the exercise of jurisdiction by any other court having jurisdiction with respect to such matter.

ARTICLE XI.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF PLAN

A. Modification of Plan

Subject to the limitations contained in the Plan, the Debtors reserve the right, in accordance with the Bankruptcy Code, the Bankruptcy Rules (1) to amend or modify the Plan prior to the entry of the Confirmation Order in a manner consistent with the Settlement Stipulation and otherwise reasonably acceptable to the Creditors’ Committee, including amendments or modifications to satisfy section 1129(b) of the Bankruptcy Code, and, to the extent it remains in full force and effect, in a manner consistent with the Equity Committee Settlement Stipulation and (2) after the entry of the Confirmation Order, the Debtors or the Reorganized Debtors, as the case may be, may, upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the purpose and intent of the Plan, in each case in a manner consistent with the Settlement Stipulation and otherwise reasonably acceptable to the Creditors’ Committee, and, to the extent it remains in full force and effect, in a manner consistent with the Equity Committee Settlement Stipulation.

B. Effect of Confirmation on Modifications

Entry of the Confirmation Order shall mean that all modifications or amendments to the Plan since the solicitation thereof are approved under section 1127(a) of the Bankruptcy Code and do not require additional disclosure or re-solicitation under Bankruptcy Rule 3019.

C. Revocation of Plan

Subject to the conditions to the Effective Date and the consent of the Creditors’ Committee (such consent not to be unreasonably withheld), the Debtors reserve the right to revoke or withdraw the Plan prior to the entry of the Confirmation Order and to File subsequent plans of reorganization. If the Debtors revoke or withdraw the Plan, or if the Effective Date does not occur, then (1) the Plan shall be null and void in all respects, (2) any settlement or compromise embodied in the Plan, assumption of Executory Contracts or leases effected by the Plan, and any document or agreement executed pursuant hereto shall be deemed null and void, and (3) nothing contained in the Plan shall (a) constitute a waiver or release of any claims by or against or any Equity Interests in such Debtor or any other Entity, (b) prejudice in any manner the rights of the Debtors or any other Entity, or (c) constitute an admission of any sort by the Debtors or any other Entity.

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ARTICLE XII.

MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect

Notwithstanding Bankruptcy Rules 3020(e), 6004(g), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan and the documents and instruments contained in the Plan Supplement shall be immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and all Holders of Claims and Equity Interests (irrespective of whether such Holders of Claims or Equity Interests are deemed to have accepted the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges, and injunctions described in the Plan, each Entity acquiring property under the Plan and any and all non-Debtor parties to Executory Contracts and Unexpired Leases. The Confirmation Order shall contain a waiver of any stay of enforcement otherwise applicable, including under Bankruptcy Rule 3020(e), 6004(g), and 7062.

B. Additional Documents

On or before the Effective Date and in accordance with Article I.B of this Plan, the Debtors may file with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The Debtors or Reorganized Debtors, as applicable, and all Holders of Claims or Equity Interests receiving distributions under the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan or the Confirmation Order.

C. Substantial Consummation

“Substantial Consummation” of the Plan, as defined in 11 U.S.C. § 1101(2), shall be deemed to occur on the Effective Date.

D. Payment of Statutory Fees; Post-Effective Date Fees and Expenses

All fees due and payable under section 1930 of title 28 of the U.S. Code prior to the Effective Date shall be paid by the Debtors. On and after the Effective Date, the Reorganized Debtors shall pay any and all such fees when due and payable, and shall file with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the United States Trustee. Except as provided in Article II.C herein, each Debtor shall remain obligated to pay quarterly fees to the United States Trustee until the earliest of that particular Debtor’s case being closed, dismissed, or converted to a case under Chapter 7 of the Bankruptcy Code.

The Reorganized Debtors shall pay the liabilities and charges that they incur on or after the Effective Date for Retained Professionals’ fees, disbursements, expenses, or related support services (including reasonable fees, costs and expenses incurred by Retained Professionals relating to the preparation of interim and final fee applications and obtaining Bankruptcy Court approval thereof) in the ordinary course of business and without application or notice to, or order of, the Bankruptcy Court, including, without limitation, the reasonable fees, expenses, and disbursements of the Distribution Agents and the fees, costs and expenses incurred by Retained Professionals in connection with the implementation, enforcement and Consummation of this Plan and the Restructuring Documents.

E. Conflicts

In the event that a provision of the Restructuring Documents or the Disclosure Statement (including any and all exhibits and attachments thereto) conflicts with a provision of this Plan or the Confirmation Order, the provision of this Plan and the Confirmation Order (as applicable) shall govern and control to the extent of such conflict. In the event that a provision of this Plan conflicts with a provision of the Confirmation Order, the provision of the Confirmation Order shall govern and control to the extent of such conflict. In the event that a provision of the Debtors’ Schedules, including the “Global Notes and Statement of Limitations, Methodology, and Disclaimers Regarding the Debtors’ Schedules of Assets and Liabilities and Statements of Financial Affairs” contained therein, conflicts with a provision of this Plan or the Confirmation Order, the provision of this Plan or the Confirmation Order (as applicable) shall govern and control to the extent of such conflict.

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F. Successors and Assigns

This Plan shall be binding upon and inure to the benefit of the Debtors, the Reorganized Debtors, all present and former Holders of Claims and Equity Interests, other parties-in-interest, and their respective heirs, executors, administrators, successors, and assigns. The rights, benefits, and obligations of any Person or Entity named or referred to in this Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor, or assign of such Person or Entity.

G. Reservation of Rights

Except as expressly set forth herein, this Plan shall have no force or effect unless and until the Bankruptcy Court enters the Confirmation Order and this Plan is consummated. Neither the Filing of this Plan, any statement or provision contained herein, nor the taking of any action by the Debtors or any other Entity with respect to this Plan shall be or shall be deemed to be an admission or waiver of any rights of: (1) the Debtors with respect to the Holders of Claims or Equity Interests or other Entity; or (2) any Holder of a Claim or an Equity Interest or other Entity prior to the Effective Date.

H. Further Assurances

The Debtors or the Reorganized Debtors, as applicable, all Holders of Claims receiving distributions hereunder and all other Entities shall, from time to time, prepare, execute and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of this Plan or the Confirmation Order.

I. Severability

If, prior to the Confirmation Date, any term or provision of this Plan is determined by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court will have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision will then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order will constitute a judicial determination and will provide that each term and provision of this Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable under its terms.

J. Service of Documents

Any notice, direction or other communication given to the Debtors or Reorganized Debtors regarding the matters contemplated by this Plan (each, a “Notice”) must be in writing, sent by personal delivery, electronic mail, or courier and addressed as follows:

PHI, Inc.

Attn: Robert A. Del Genio, Chief Restructuring Officer

2001 SE Evangeline Thruway

Lafayette, LA, 70508

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with a copy to:

DLA Piper LLP (US)

Attn: Thomas R. Califano (thomas.califano@dlapiper.com)

1251 Avenue of the Americas

New York, NY 10020-1104

A Notice is deemed to be given and received (a) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, or (b) if sent by electronic mail, when the sender receives an email from the recipient acknowledging receipt, provided that an automatic “read receipt” does not constitute acknowledgment of an email for purposes of this Article XII.J. Any party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any element of a party’s address that is not specifically changed in a Notice will be assumed not to be changed. Sending a copy of a Notice to a party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a party.

K. Exemption from Transfer Taxes Under Section 1146(a) of the Bankruptcy Code

Under section 1146(a) of the Bankruptcy Code, any issuance, transfer, or exchange of a security, or the making or delivery of an instrument of transfer of property, under or in connection with this Plan, the Restructuring Documents to the extent consummated substantially in connection with this Plan, shall not be subject to any Stamp or Similar Tax or governmental assessment in the United States or by any other Governmental Unit, and the Confirmation Order shall direct the appropriate federal, state or local (domestic or foreign) governmental officials or agents to forgo the collection of any such Stamp or Similar Tax or governmental assessment and to accept for filing and recordation instruments or other documents evidencing such action or event without the payment of any such Stamp or Similar Tax or governmental assessment. Such exemption specifically applies, without limitation, to (i) all actions, agreements and documents necessary to evidence and implement the provisions of, transactions contemplated by and the distributions to be made under this Plan or the Restructuring Documents, (ii) the issuance and distribution of the New Common Stock, and (iii) the maintenance or creation of security interests or any Lien as contemplated by this Plan or the Restructuring Documents.

L. Governing Law

Except to the extent that the Bankruptcy Code, the Bankruptcy Rules or other federal law is applicable, or to the extent that a Restructuring Document or an exhibit or schedule to this Plan provides otherwise (including with respect to Texas Rule of Civil Procedure 11), the rights, obligations, construction and implementation of this Plan and any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan, shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of law of such jurisdiction that would require or permit the application of the law of another jurisdiction.

M. Tax Reporting and Compliance

The Reorganized Debtors are hereby authorized, on behalf of the Debtors, to request an expedited determination under section 505(b) of the Bankruptcy Code of the tax liability of the Debtors for all taxable periods ending after the Petition Date through and including the Effective Date.

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N. Schedules

All exhibits and schedules to this Plan, including the Exhibits and Plan Schedules, are incorporated herein and are a part of this Plan as if set forth in full herein.

O. No Strict Construction

This Plan is the product of extensive discussions and negotiations between and among, inter alia, the Debtors and their respective professionals. Each of the foregoing was represented by counsel of its choice who either participated in the formulation and documentation of, or was afforded the opportunity to review and provide comments on, this Plan, the Disclosure Statement, the Exhibits and the Plan Schedules, and the agreements and documents ancillary or related thereto. Accordingly, unless explicitly indicated otherwise, the general rule of contract construction known as “contra proferentem” or other rule of strict construction shall not apply to the construction or interpretation of any provision of this Plan, the Disclosure Statement, the Exhibits or the Plan Schedules, or the documents ancillary and related thereto.

P. Entire Agreement

Except as otherwise provided herein or therein, this Plan and the Restructuring Documents supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into this Plan and the Restructuring Documents.

Q. Closing of Chapter 11 Cases

The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, File with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 Cases.

R. 2002 Notice Parties

After the Effective Date, the Debtors and the Reorganized Debtors, as applicable, are authorized to limit the list of Entities receiving documents under Bankruptcy Rule 2002 to those Entities who have Filed a renewed request after the Confirmation Hearing to receive documents under Bankruptcy Rule 2002.

S. Dissolution of Creditors’ Committee

On and as of the Effective Date, the Creditors’ Committee shall dissolve automatically and its members shall be released and discharged from all rights, duties and responsibilities arising from, or related to, the Chapter 11 Cases; provided, however, that, following the Effective Date, the Creditors’ Committee shall continue in existence and have standing and a right to be heard for the following limited purposes: (a) applications, and any relief related thereto, for compensation by professionals or advisors to the Creditors’ Committee; and (b) any appeals of the Confirmation Order or other appeal to which the Creditors’ Committee is a party. The Reorganized Debtors shall not be responsible for paying any fees, costs, or expenses incurred by the members, professionals, or advisors to the Creditors’ Committee incurred after the Effective Date, except for such fees, costs, or expenses incurred (and allowed under section 330 of the Bankruptcy Code) in connection with any applications for allowance of compensation and reimbursement of expenses pending on the Effective Date or Filed and served after the Effective Date under Article II.A.2 or otherwise incurred in connection with the limited purposes set forth above; provided, however, that after the Effective Date, any Retained Professional retained by the Creditors’ Committee shall have the right to File and prosecute Accrued Professional Compensation Claims, including any appeal of any Final Order relating thereto.

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T. Dissolution of Equity Committee

On and as of the Effective Date, the Equity Committee shall dissolve automatically if it has not been disbanded prior thereto, and its members shall be released and discharged from all rights, duties and responsibilities arising from, or related to, the Chapter 11 Cases. provided, however, that, following the Effective Date, the Equity Committee shall continue in existence and have standing and a right to be heard for the following limited purposes: (a) applications, and any relief related thereto, for compensation by professionals or advisors to the Equity Committee; and (b) any appeals of the Confirmation Order with respect to the treatment of the Holders of Equity Interests under the Plan or other appeal to which the Equity Committee is a party The Reorganized Debtors shall not be responsible for paying any fees, costs, or expenses incurred by the members, professionals, or advisors to the Equity Committee after the Effective Date, except for such fees, costs, or expenses incurred (and allowed under section 330 of the Bankruptcy Code) in connection with any applications for allowance of compensation and reimbursement of expenses pending on the Effective Date or Filed and served after the Effective Date under Article II.A.2 ; provided, however, that after the Effective Date, any Retained Professional retained by the Equity Committee shall have the right to File and prosecute Accrued Professional Compensation Claims, including any appeal of any Final Order relating thereto.

U. Section 1125(e) Good Faith Compliance

The Debtors, the Reorganized Debtors, the Creditors’ Committee, the Equity Committee and each of their respective Related Persons shall be deemed to have acted in “good faith” under section 1125(e) of the Bankruptcy Code.

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Dated: August 9, 2019

   Dallas, Texas

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

Counsel for the Debtors

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EX-3.1

Exhibit 3.1

Delaware The First State Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “PHI GROUP, INC.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF SEPTEMBER, A.D. 2019, AT 8:45 O’CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

7512298 8100 SR# 20196849262		Authentication: 203523586 Date: 09-04-19

You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware Secretary of State Division of Corporations Delivered 08:45 AM 09/04/2019 FILED 08:45 AM 09/04/2019 SR 20196849262 - File Number 7512298   FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of PHI GROUP, INC.

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 (as defined below) was duly adopted by the Board of Directors and stockholders in accordance with Sections 242 and 245 of the DGCL.

3. 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.

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“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.

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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 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;

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(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

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(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

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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 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.

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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.

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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 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

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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.

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.

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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.

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

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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 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.

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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. 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

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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.

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

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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.

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.

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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.

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IN WITNESS WHEREOF, this First Amended and Restated Certificate of Incorporation has been signed by an authorized officer on the date set forth below.

PHI Group, Inc., a Delaware corporation
By:	/s/ Trudy P. McConnaughhay
Name:	Trudy P. McConnaughhay
Title:	Chief Financial Officer & Secretary
Date:	September 4, 2019

[Signature Page to First Amended and Restated Certificate of Incorporation]

EX-4.1

Exhibit 4.1

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	6
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	21
SECTION 8.	MUTILATED OR MISSING WARRANT CERTIFICATES	21
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	29
SECTION 16.	SUPPLEMENTS AND AMENDMENTS	30
SECTION 17.	TERMINATION	30
SECTION 18.	GOVERNING LAW AND CONSENT TO FORUM	31
SECTION 19.	WAIVER OF JURY TRIAL	31
SECTION 20.	BENEFITS OF THIS AGREEMENT	31
SECTION 21.	COUNTERPARTS	31
SECTION 22.	HEADINGS	31
SECTION 23.	CONFIDENTIALITY	31

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SECTION 24.	REPRESENTATIONS	31
SECTION 25.	NO SUSPENSION	32
EXHIBIT A-1	FORM OF FACE OF GLOBAL CREDITOR 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

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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”).

WITNESSETH

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 6,186,963 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

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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.

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“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.

“Warrant Agent” has the meaning specified in the preamble hereof and any successor Warrant Agent hereunder.

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“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.

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(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 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

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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.

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.

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(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

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(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.

(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:

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(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 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.

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(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 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.

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(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 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

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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 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

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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 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

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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.

(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.

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(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 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.

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(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 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

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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.

(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.

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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 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

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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, 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

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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.

(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

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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.

(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

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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 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.

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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 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

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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 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.

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(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.

(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.

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(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 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

26

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.

(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

27

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.

(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.

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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.

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: tmcconnaughhay@phihelico.com

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

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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 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.

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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.

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.

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(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.

SECTION 25. No Suspension. The right to exercise any Warrants shall not be suspended during any period.

[Signature page follows]

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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:
Name:	Trudy McConnaughhay
Title:	Chief Financial Officer & Secretary

[Signature Page to Warrant Agreement]

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent
By:
Name:	Michael Legregin
Title:	Senior Vice President

[Signature Page to Warrant Agreement]

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.

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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.

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, 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.

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 $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.

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, 6,186,963 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

$5,000 Acceptance Fee

$500 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-5.1

Exhibit 5.1

Client: 71332-00006

[•], 2023

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, Louisiana 70508

Re: PHI Group, Inc.

Registration Statement on Form S-1 (File No. 333-[•])

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-1, File No. 333-[•], as amended (the “Registration Statement”), of PHI Group, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to [•] shares of the Company’s common stock, par value $0.001 per share (the “Shares”).

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen common stock certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

[•], 2023

Page 2

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

DRAFT

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 reorganized PHI, 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.

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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;

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(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 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;

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(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;

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(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 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

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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.

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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.

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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,

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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

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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

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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.

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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.

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“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

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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.

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“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

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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: (337) 272-4452

Facsimile: (337) 235-1357

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: knajder@joneswalker.com

Facsimile: (504) 589-8386

(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 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.

21

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:
Name:	Trudy P. McConnaughhay
Title:	Chief Financial Officer & Secretary

[Signature Page to Registration Rights Agreement]

5 Essex, LLC
By:
	Name:	Brandon Teague
	Title:	Vice President

[Signature Page to Registration Rights Agreement]

FPA New Income Inc.
By:
	Name: J. Richard Atwood
	Title: Director
By:
	Name: E. Lake Setzler III
	Title: Treasurer
FPA Flexible Fixed Income, a Series of FPA Funds Trust
By:
	Name: J. Richard Atwood
	Title: President
By:
	Name: E. Lake Setzler III
	Title: Treasurer
Source Capital, Inc.
By:
	Name: J. Richard Atwood
	Title: President
By:
	Name: E. Lake Setzler III
	Title: Treasurer

[Signature Page to Registration Rights Agreement]

Academy of Motion Picture Arts and Sciences
	By:	First Pacific Advisors, LP,
		its investment manager
	By:	FPA GP, Inc.
	Its:	General Partner
By:
	Name: J. Richard Atwood
	Title: Director
Academy Foundation
	By:	First Pacific Advisors, LP,
		its investment manager
	By:	FPA GP, Inc.
	Its:	General Partner
By:
	Name: J. Richard Atwood
	Title: Director
Morningstar Defensive Bond Fund
	By:	First Pacific Advisors, LP,
		its investment manager
	By:	FPA GP, Inc.
	Its:	General Partner
By:
	Name: J. Richard Atwood
	Title: Director

[Signature Page to Registration Rights Agreement]

Motion Picture Industry Health Plan (Active)
	By:	First Pacific Advisors, LP,
		its investment manager
	By:	FPA GP, Inc.
	Its:	General Partner
By:
	Name: J. Richard Atwood
	Title: Director
Motion Picture Industry Individual Account Plan
	By:	First Pacific Advisors, LP,
		its investment manager
	By:	FPA GP, Inc.
	Its:	General Partner
By:
	Name: J. Richard Atwood
	Title: Director
Motion Picture Industry Health Plan (Retiree)
	By:	First Pacific Advisors, LP,
		its investment manager
	By:	FPA GP, Inc.
	Its:	General Partner
By:
	Name: J. Richard Atwood
	Title: Director

[Signature Page to Registration Rights Agreement]

Hudson East River Systems, LLC
	(f/k/a New York-Presbyterian Hospital)
	By:	First Pacific Advisors, LP,
		its investment manager
	By:	FPA GP, Inc.
	Its:	General Partner
By:
	Name: J. Richard Atwood
	Title: Director
The Health Plan of the Upper Ohio Valley Inc.
	By:	First Pacific Advisors, LP,
		its investment manager
	By:	FPA GP, Inc.
	Its:	General Partner
By:
	Name: J. Richard Atwood
	Title: Director
SAG-AFTRA Health Plan
	By:	First Pacific Advisors, LP,
		its investment manager
	By:	FPA GP, Inc.
	Its:	General Partner
By:
	Name: J. Richard Atwood
	Title: Director

[Signature Page to Registration Rights Agreement]

The Nature Conservancy
	By:	First Pacific Advisors, LP,
		its investment manager
	By:	FPA GP, Inc.
	Its:	General Partner
By:
	Name: J. Richard Atwood
	Title: Director

[Signature Page to Registration Rights Agreement]

OAKTREE CAPITAL MANAGEMENT, L.P., solely in its capacity as investment manager by and on behalf of certain of its and its affiliates’ managed funds and/or accounts
By: Oaktree Capital Management, L.P.
Its: Investment Manager
By:
	Name: Alan Adler
	Title: Managing Director
By:
	Name: David Rosenberg
	Title: Managing Director

[Signature Page to Registration Rights Agreement]

OPPS HELICOPTER HOLDINGS, L.P.
By: Opps Helicopter Holdings GP, LLC
Its: General Partner
By:
Name: Emily Stephens
Title: Manager
By:
Name: Rajath Shourie
Title: Manager

[Signature Page to Registration Rights Agreement]

EX-10.3

Exhibit 10.3

EXECUTION VERSION

REVOLVING CREDIT, TERM LOAN

AND

SECURITY AGREEMENT

AMONG

PHI GROUP, INC.,

AND

CERTAIN OF ITS SUBSIDIARIES,

(BORROWERS),

AND

PNC BANK, NATIONAL ASSOCIATION

(AS LENDER AND AS AGENT),

AND

THE FINANCIAL INSTITUTIONS

FROM TIME TO TIME PARTY HERETO

(AS LENDERS)

WITH

PNC CAPITAL MARKETS, LLC

(AS LEAD ARRANGER AND BOOKRUNNER)

Dated as of October 2, 2020

TABLE OF CONTENTS

		Page
I.	DEFINITIONS		1
1.1	Accounting Terms		1
1.2	General Terms		1
1.3	Uniform Commercial Code Terms		52
1.4	Certain Matters of Construction		53
1.5	LIBOR Notification		54
II.	ADVANCES, PAYMENTS		54
2.1	Revolving Advances		54
2.2	Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances		55
2.3	Term Loan		57
2.4	Swing Loans		58
2.5	Disbursement of Advance Proceeds		59
2.6	Making and Settlement of Advances		59
2.7	Maximum Advances		61
2.8	Manner and Repayment of Advances		61
2.9	Repayment of Excess Advances		62
2.10	Statement of Account		62
2.11	Letters of Credit		63
2.12	Issuance of Letters of Credit		63
2.13	Requirements For Issuance of Letters of Credit		64
2.14	Disbursements, Reimbursement		64
2.15	Repayment of Participation Advances		66
2.16	Documentation		66
2.17	Determination to Honor Drawing Request		67
2.18	Nature of Participation and Reimbursement Obligations		67
2.19	Liability for Acts and Omissions		68
2.20	Mandatory Prepayments		70
2.21	Use of Proceeds		71
2.22	Defaulting Lender		72
2.23	Payment of Obligations		74
III.	INTEREST AND FEES		75
3.1	Interest		75
3.2	Letter of Credit Fees		75
3.3	Facility Fee		77
3.4	Collateral Evaluation Fee and Fee Letter		77
3.5	Computation of Interest and Fees		77
3.6	Maximum Charges		78
3.7	Increased Costs		78
3.8	Alternate Rate of Interest		78
3.9	Capital Adequacy		82

i

3.10	Taxes	83
3.11	Replacement of Lenders	86
IV.	COLLATERAL: GENERAL TERMS	86
4.1	Security Interest in the Collateral	86
4.2	Perfection of Security Interest	87
4.3	Preservation of Collateral	87
4.4	Ownership and Location of Collateral	88
4.5	Defense of Agent’s and Lenders’ Interests	88
4.6	Inspection of Premises	89
4.7	Appraisals	89
4.8	Receivables; Deposit Accounts and Securities Accounts	89
4.9	Inventory	93
4.10	Maintenance of Equipment	93
4.11	Exculpation of Liability	93
4.12	Financing Statements	93
4.13	State of Registration, Ownership and Perfection Requirements of Aircraft Collateral	94
4.14	Investment Property	95
V.	REPRESENTATIONS AND WARRANTIES	96
5.1	Authority	96
5.2	Formation and Qualification; Investment Property	97
5.3	Survival of Representations and Warranties	97
5.4	Tax Returns	97
5.5	Financial Statements	97
5.6	Entity Names	98
5.7	Environmental Compliance; Flood Insurance	98
5.8	Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance	99
5.9	Patents, Trademarks, Copyrights and Licenses	100
5.10	Licenses and Permits	100
5.11	Default of Indebtedness	100
5.12	No Default	100
5.13	No Burdensome Restrictions	100
5.14	No Labor Disputes	100
5.15	Margin Regulations	101
5.16	Investment Company Act	101
5.17	Disclosure	101
5.18	[Reserved	101
5.19	[Reserved	101
5.20	Swaps	101
5.21	Business and Property of Borrowers	101
5.22	Ineligible Securities	101
5.23	Federal Securities Laws	101
5.24	Equity Interests	102
5.25	Commercial Tort Claims	102

ii

5.26	Letter of Credit Rights	102
5.27	[Reserved]	102
5.28	Certificate of Beneficial Ownership	102
5.29	Healthcare Authorizations	102
5.30	HIPAA Compliance	102
5.31	Reimbursement; Third Party Payors	103
5.32	Other Healthcare Regulatory Matters	103
5.33	Compliance with Healthcare Laws	103
5.34	Information with Respect to Certain Aircraft	104
VI.	AFFIRMATIVE COVENANTS	104
6.1	Compliance with Laws	104
6.2	Conduct of Business and Maintenance of Existence and Assets	104
6.3	Books and Records	104
6.4	Payment of Taxes	105
6.5	Financial Covenants	105
6.6	Insurance	106
6.7	Payment of Indebtedness and Leasehold Obligations	108
6.8	Environmental Matters	108
6.9	Standards of Financial Statements	109
6.10	Federal Securities Laws	109
6.11	Execution of Supplemental Instruments	109
6.12	Healthcare Operations	109
6.13	Government Receivables	110
6.14	[Reserved]	110
6.15	Keepwell	110
6.16	Certificate of Beneficial Ownership and Other Additional Information	110
6.17	COVID-19 Assistance	110
6.18	Post-Closing Obligations	111
6.19	After-Acquired Aircraft Collateral	111
6.20	Aircraft Collateral Information	111
VII.	NEGATIVE COVENANTS	112
7.1	Merger, Consolidation, Acquisition and Sale of Assets	112
7.2	Creation of Liens	114
7.3	Guarantees	114
7.4	Investments	114
7.5	Loans	114
7.6	Capital Expenditures	114
7.7	Restricted Payments	115
7.8	Indebtedness	115
7.9	Nature of Business	115
7.10	Transactions with Affiliates	115
7.11	Healthcare Matters	116
7.12	Subsidiaries	116
7.13	Fiscal Year and Accounting Changes	116
7.14	Pledge of Credit	116

iii

7.15	Amendment of Organizational Documents	117
7.16	Compliance with ERISA	117
7.17	Prepayment of Indebtedness	117
7.18	Location of Aircraft Collateral; State of Registration; Aircraft Collateral Owner	117
7.19	Government Lockbox Instructions	117
7.20	Membership / Partnership Interests	118
VIII.	CONDITIONS PRECEDENT	118
8.1	Conditions to Initial Advances	118
8.2	Conditions to Each Advance	121
IX.	INFORMATION AS TO BORROWERS	122
9.1	Disclosure of Material Matters	122
9.2	Schedules	122
9.3	Environmental Reports	123
9.4	Litigation	123
9.5	Material Occurrences	123
9.6	[Reserved]	123
9.7	Annual Financial Statements	123
9.8	Quarterly Financial Statements	124
9.9	Monthly Financial Statements	124
9.10	Other Reports	124
9.11	Additional Information	124
9.12	Projected Operating Budget	124
9.13	Variances From Operating Budget	125
9.14	Notice of Suits, Adverse Events	125
9.15	ERISA Notices and Requests	125
9.16	Healthcare Matters	125
9.17	Additional Documents	126
9.18	Updates to Certain Schedules	126
9.19	Financial Disclosure	126
X.	EVENTS OF DEFAULT	127
10.1	Nonpayment	127
10.2	Breach of Representation	127
10.3	Financial Information	127
10.4	Judicial Actions	127
10.5	Noncompliance	127
10.6	Judgments	127
10.7	Bankruptcy	128
10.8	Material Adverse Effect	128
10.9	Lien Priority	128
10.10	Exclusion Event	128
10.11	Cross Default	128
10.12	Breach of Guaranty or Pledge Agreement	128
10.13	Change of Control	128

iv

10.14	Invalidity	128
10.15	Seizures	129
10.16	Use of Proceeds	129
10.17	Pension Plans	129
XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT	129
11.1	Rights and Remedies	129
11.2	Agent’s Discretion	131
11.3	Setoff	131
11.4	Rights and Remedies not Exclusive	131
11.5	Allocation of Payments After Event of Default	131
XII.	WAIVERS AND JUDICIAL PROCEEDINGS	133
12.1	Waiver of Notice	133
12.2	Delay	133
12.3	Jury Waiver	133
XIII.	EFFECTIVE DATE AND TERMINATION	133
13.1	Term	133
13.2	Termination	134
XIV.	REGARDING AGENT	134
14.1	Appointment	134
14.2	Nature of Duties	134
14.3	Lack of Reliance on Agent	135
14.4	Resignation of Agent; Successor Agent	135
14.5	Certain Rights of Agent	136
14.6	Reliance	136
14.7	Notice of Default	136
14.8	Indemnification	137
14.9	Agent in its Individual Capacity	137
14.10	Delivery of Documents	137
14.11	Borrowers’ Undertaking to Agent	137
14.12	No Reliance on Agent’s Customer Identification Program	137
14.13	Other Agreements	138
XV.	BORROWING AGENCY	138
15.1	Borrowing Agency Provisions	138
15.2	Waiver of Subrogation	139
15.3	Common Enterprise	139
XVI.	MISCELLANEOUS	139
16.1	Governing Law	139
16.2	Entire Understanding	140
16.3	Successors and Assigns; Participations; New Lenders	143
16.4	Application of Payments	145
16.5	Indemnity	145

v

16.6	Notice	146
16.7	Survival	149
16.8	Severability	149
16.9	Expenses	149
16.10	Injunctive Relief	149
16.11	Consequential Damages	149
16.12	Captions	150
16.13	Counterparts; Facsimile Signatures	150
16.14	Construction	150
16.15	Confidentiality; Sharing Information	150
16.16	Publicity	150
16.17	Certifications From Banks and Participants; USA PATRIOT Act	151
16.18	Anti-Terrorism Laws	151
16.19	Concerning Joint and Several Liability of Borrowers	152
16.20	Effectiveness of Facsimile Documents and Signatures	154

vi

LIST OF EXHIBITS AND SCHEDULES

Exhibits

Exhibit 1.2	Borrowing Base Certificate
Exhibit 1.2(a)	Compliance Certificate
Exhibit 2.1(a)	Revolving Credit Note
Exhibit 2.3	Term Note
Exhibit 2.4(a)	Swing Loan Note
Exhibit 5.5(b)	Financial Projections
Exhibit 8.1(g)	Financial Condition Certificate
Exhibit 9.2	Aircraft Collateral Certificate
Exhibit 16.3	Commitment Transfer Supplement
Schedules
Schedule 1.2(a)	Permitted Encumbrances
Schedule 1.2(b)	Material Real Property
Schedule 1.2(d)	Medicare Accelerated Payments
Schedule 4.4	Equipment and Inventory Locations; Place of Business, Chief Executive
	Office, Real Property
Schedule 4.8(h)	Deposit, Investment Accounts and Government Lockbox Accounts
Schedule 4.8(i)	Lockbox Bank
Schedule 5.1	Consents
Schedule 5.2(a)	States of Qualification and Good Standing
Schedule 5.2(b)	Subsidiaries
Schedule 5.4	Federal Tax Identification Number
Schedule 5.6	Prior Names
Schedule 5.7	Environmental
Schedule 5.8(b)(i)	Litigation
Schedule 5.8(b)(ii)	Indebtedness
Schedule 5.8(d)	Plans
Schedule 5.9	Intellectual Property, Source Code Escrow Agreements
Schedule 5.10	Licenses and Permits
Schedule 5.14	Labor Disputes
Schedule 5.24	Equity Interests
Schedule 5.25	Commercial Tort Claims
Schedule 5.26	Letter of Credit Rights
Schedule 7.3	Guarantees
Schedule 7.4	Investments
Schedule 7.12	Partnerships, Joint Ventures or Similar Arrangements

i

REVOLVING CREDIT, TERM LOAN AND

SECURITY AGREEMENT

Revolving Credit, Term Loan and Security Agreement dated as of October 2, 2020 among PHI GROUP, INC., a Delaware corporation (“PHI Group”), PHI CORPORATE, LLC, a Delaware limited liability company (“PHI Corporate”), PHI AVIATION, LLC, a Louisiana limited liability company (“PHI Aviation”), PHI HEALTH, LLC, a Louisiana limited liability company (“PHI Health”), PHI TECH SERVICES, LLC, a Louisiana limited liability company (“PHI Tech Services”), AM EQUITY HOLDINGS, L.L.C., a Louisiana limited liability company (“AM Equity Holdings”), PHI HELIPASS, L.L.C., a Louisiana limited liability company (“PHI Helipass”; and together with PHI Group, PHI Corporate, PHI Aviation, PHI Health, PHI Tech Services, AM Equity Holdings, PHI Helipass and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows:

I. DEFINITIONS.

1.1 Accounting Terms. As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined shall have the respective meanings given to them under GAAP; provided, however that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrowers for the fiscal year ended December 31, 2019. If there occurs after the Closing Date any change in GAAP that affects in any respect the calculation of any covenant contained in this Agreement or the definition of any term defined under GAAP used in such calculations, Agent, Lenders and Borrowers shall negotiate in good faith to amend the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and Borrowers after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date, provided, that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and Borrowers shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the appropriate financial information required hereunder with respect to Borrowers both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP.

1.2 General Terms. For purposes of this Agreement the following terms shall have the following meanings:

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“Accountants” shall have the meaning set forth in Section 9.7 hereof.

“Act” means the Federal Aviation Act of 1958, as amended, together with the Aviation Regulations of the FAA and recodified in Subtitle VII of Title 49 of the United States Code, as the same may be in effect from time to time.

“Adjusted EBITDA” shall mean for any period with respect to Borrowers on a Consolidated Basis, without duplication, an amount equal to (i) EBITDA for such period plus to the extent (and in the same proportion) deducted in determining net income for such period, (a) costs, fees and expenses incurred by Borrowers in connection with the Transactions in an amount not to exceed $10,000,000 in the aggregate to the extent paid in cash within ninety (90) days of the Closing Date, (b) the amount of extraordinary, nonrecurring or unusual losses, (c) reasonable out-of-pocket fees and expenses paid in connection with (1) Investments that have been consummated in accordance with this Agreement and (2) non-ordinary course transactions that have been consummated in accordance with this Agreement and failed acquisitions 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 (c), not to exceed $3,000,000 in the aggregate during any trailing 12-month period, in each case, only so long as such transactions are permitted pursuant to the terms hereof, (d) fees paid to the Agent and the Lenders to the extent not included above, (e) 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 Subsidiaries, (f) the aggregate amount of non-cash losses on the disposition of property by the Borrowers during such fiscal year (other than sales of Inventory in the Ordinary Course of Business), (g) the amount of any non-cash restructuring charges, accruals or reserves, (h) the amount of any restructuring charges paid in cash in an amount not to exceed $10,000,000 in the aggregate in any fiscal year, (i) 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 otherwise are reasonably identifiable and projected by the Borrowing Agent 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 eight 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 (A) amounts added-back pursuant to this clause (i) shall not exceed 10% of Adjusted EBITDA (calculated prior to giving effect to such add-back) and (B) such cap shall not apply to adjustments made in accordance with Regulation S-X, (j) all other non-cash items reducing 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) to the extent (and in the same proportion) included in determining net income for such period, (a) realized foreign exchange gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of such Person and its Subsidiaries, (b) the aggregate amount of non-cash gains on the disposition of property by the Borrowers during such fiscal year (other than sales of Inventory in the Ordinary Course of Business), and (c) the aggregate amount of all other non-cash items, to the extent such items increased net income for such period. Notwithstanding the foregoing, for purposes of determining Adjusted EBITDA for the periods set forth below, Adjusted EBITDA shall be deemed to be:

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Period	Adjusted EBITDA
from October 1, 2019 through December 31, 2019	$26,320,000
from January 1, 2020 through March 31, 2020	$20,125,000
from April 1, 2020 through June 30, 2020	$20,903,000

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

“Advance Rates” shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof.

“Advances” shall mean and include the Revolving Advances, Letters of Credit, the Swing Loans and the Term Loan.

“Affected Lender” shall have the meaning set forth in Section 3.11 hereof.

“Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote ten percent (10%) or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise. No Person who is a Lender on the Closing Date shall be considered an Affiliate of any Borrower oy Subsidiary of any Borrower for purposes of this Agreement or the Other Documents.

“Agent” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“Agreement” shall mean this Revolving Credit, Term Loan and Security Agreement, as the same may be amended, amended and restated, replaced and restated, extended, supplemented and/or otherwise modified from time to time.

“Agreement Among Lenders” shall mean that certain Agreement Among Lenders by and among Agent and Lenders dated as of the Closing Date.

“Aircraft” means each of the rotorcraft (helicopters) and fixed-wing aircraft described in the Aircraft Collateral Certificate, 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.

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“Aircraft Collateral” means all Aircraft and Engines now or hereafter owned by any Borrower or any Guarantor including any leases and sub-leases pursuant to which any such Aircraft are operated (collectively, the “Aircraft Leases”), and all Spare Parts now or hereafter owned by any Borrower or any Guarantor; provided, however, that Aircraft Collateral shall not include (i) any Aircraft not registered in the United States of America (or other jurisdiction as from time to time agreed to by Agent in its Permitted Discretion after consultation with Borrowing Agent pursuant to Section 4.13) or otherwise not required to be pledged under the terms of this Agreement (including all engines, rotor blades, rotor blade components, auxiliary power units and other equipment, avionics, appurtenances and accessions attached to or installed on such excluded Aircraft), (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 any 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 any Borrower or any Guarantor, as lessee, (iv) any Aircraft or Engine that do not meet the Minimum Aircraft/Engine Requirements, (v) any Aircraft Leases that does not meet the Minimum Aircraft Lease Requirements, and (vi) any Aircraft, Engine, Spare Part or Aircraft Lease to the extent, and for so long as, in the reasonable judgment of the 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 Certificate” means a certificate in the form of Exhibit 9.2 or any other form approved by the Agent. Unless otherwise specified, references to “Aircraft Collateral Certificate” herein shall be deemed to refer to the most recent Aircraft Collateral Certificate delivered to the Agent from time to time.

“Aircraft Collateral 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 or Spare Parts as shown in the Aircraft Collateral Certificate.

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

“Aircraft Mortgage” means each Aircraft and Engine mortgage and security agreement entered into by any Borrower in favor of the Agent evidencing the Liens in respect of such Aircraft Collateral that will secure the Obligations, in each case as amended, modified, restated, supplemented or replaced from time to time.

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

“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.

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“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 Aircraft Collateral Owner.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect on such day, (b) the sum of the Overnight Bank Funding Rate in effect on such day plus one half of one percent (0.5%), and (c) the sum of the Daily LIBOR Rate in effect on such day plus one percent (1.0%), so long as a Daily LIBOR Rate is offered, ascertainable and not unlawful. Any change in the Alternate Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Alternate Source” shall have the meaning set forth in the definition of Overnight Bank Funding Rate.

“Anti-Terrorism Laws” shall mean any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time.

“Applicable Law” shall mean all Laws applicable to the Person, conduct, transaction, covenant, Other Document or contract in question, all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators.

“Applicable Margin” shall mean (a) an amount equal to two and one half of one percent (2.50%) for (i) Revolving Advances consisting of Domestic Rate Loans, and (ii) Swing Loans, (b) an amount equal to three and one half of one percent (3.50%) for Revolving Advances consisting of LIBOR Rate Loans, (c) an amount equal to three percent (3.00%) for Advances under the Term Loan consisting of Domestic Rate Loans and (d) an amount equal to four percent (4.00%) for Advances under the Term Loan consisting of LIBOR Rate Loans.

“Application Date” shall have the meaning set forth in Section 2.8(b) hereof.

“Approvals” shall have the meaning set forth in Section 5.7(b) hereof.

“Approved Electronic Communication” shall mean each notice, demand, communication, information, document and other material transmitted, posted or otherwise made or communicated by e-mail, E-Fax, the Credit Management Module of PNC’s PINACLE^® system, or any other equivalent electronic service agreed to by Agent, whether owned, operated or hosted by Agent, any Lender, any of their Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any Other Document, including any financial statement, financial and other report, notice, request, certificate and other information material; provided that Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent specifically instructs a Person to deliver in physical form.

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“APU” means (i) each auxiliary power unit as described in the 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.

“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.”

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

“Base Rate” shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC.

“Beneficial Owner” shall mean, for each Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control, manage, or direct such Borrower.

“Benefited Lender” shall have the meaning set forth in Section 2.6(e) hereof.

“Blocked Account Bank” shall have the meaning set forth in Section 4.8(h) hereof.

“Blocked Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Borrower” or “Borrowers” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Persons.

“Borrowers’ Account” shall have the meaning set forth in Section 2.10 hereof.

“Borrowers on a Consolidated Basis” shall mean the consolidation in accordance with GAAP of the accounts or other items of Borrowers and their respective Subsidiaries.

“Borrowing Agent” shall mean PHI Group.

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“Borrowing Base Certificate” shall mean a certificate in substantially the form of Exhibit 1.2 hereto duly executed by the Financial Officer of the Borrowing Agent and delivered to the Agent, appropriately completed, by which such officer shall certify to Agent the Formula Amount and calculation thereof as of the date of such certificate.

“Business Day” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by Law to be closed for business in East Brunswick, New Jersey and, if the applicable Business Day relates to any LIBOR Rate Loans, such day must also be a day on which dealings are carried on 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.

“Cape Town Lease” means any Aircraft Lease (including but not limited to any Aircraft Lease between Loan Parties) that has been entered into, extended, assigned or novated after March 1, 2006 (or such later date as the Cape Town Convention may be given effect under the law of any applicable jurisdiction) (A) with a lessee “situated in” a Contracting State, provided that such Contracting State has implemented the Cape Town Convention, or (B) where the related Aircraft Collateral is registered in a Contracting State.

“Capital Expenditures” shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements (or of any replacements or substitutions thereof or additions thereto) which have a useful life of more than one year and which, in accordance with GAAP, would be classified as capital expenditures. Capital Expenditures shall include the total principal portion of Capitalized Lease Obligations.

“Capitalized Lease Obligation” shall mean any Indebtedness of any Borrower represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP (excluding, for the avoidance of doubt, any lease for use of aircraft, engines or related equipment entered into by any 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).

“CARES Act” shall mean (i) the Coronavirus Aid, Relief, and Economic Security Act, as amended and in effect from time to time (and including any successor thereto) and all requirements thereunder or issued in connection therewith or in implementation thereof, regardless of the date enacted, adopted, issued or implemented.

“CARES Act Provider Relief Payments” means, collectively, the payments received by the Loan Parties under the Provider Relief Fund appropriated as part of the CARES Act and administered by the Department of Health and Human Services through its Public Health and Social Services Emergency Fund.

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“CARES and Other COVID-19 Laws” shall mean, any one individually or collectively, as applicable (i) the CARES Act and (ii) any other Laws and regulations issued or enacted by a Governmental Body (and in effect from time to time) in order to provide assistance in response to COVID-19 and (and including any successor to any of the foregoing) and all requirements under any of the foregoing or issued in connection with any of the foregoing or in its implementation, regardless of the date enacted, adopted, issued or implemented.

“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) Dollar denominated 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 bank that is not a Borrower or an Affiliate of any 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 and in which such bank shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(5) investments in money market or other mutual funds registered under the Investment Company Act of 1940 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 and (b) any other country in which any Borrower or any Guarantor 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.

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“Cash Management Liabilities” shall have the meaning provided in the definition of “Cash Management Products and Services.”

“Cash Management Products and Services” shall mean agreements or other arrangements under which Agent or any Affiliate of Agent or PNC provides any of the following products or services to any Borrower: (a) credit cards; (b) credit card processing services; (c) debit cards and stored value cards; (d) commercial cards; (e) ACH transactions; and (f) cash management and treasury management services and products, including without limitation controlled disbursement accounts or services, lockboxes, automated clearinghouse transactions, overdrafts, interstate depository network services. The indebtedness, obligations and liabilities of any Borrower to the provider of any Cash Management Products and Services (including all obligations and liabilities owing to such provider in respect of any returned items deposited with such provider) (the “Cash Management Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Cash Management Products and Services shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5.

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

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

“Certificate of Beneficial Ownership” shall mean, for each Borrower, a certificate in form and substance acceptable to the Agent (as amended or modified by the Agent from time to time in its Permitted Discretion), certifying the Beneficial Owner(s) of such Borrower, as required by 31 C.F.R. § 1010.230.

“CFTC” shall mean the Commodity Futures Trading Commission.

“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application thereof by any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests, rules, regulations, guidelines, interpretations 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 or foreign regulatory authorities (whether or not having the force of Law), 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, issued, promulgated or implemented.

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“Change of Control” shall mean: (a) (i) at any time prior to the consummation of a Qualifying IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Q Investments, 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 Borrowing Agent or (ii) at any time upon or after the consummation of a Qualifying IPO, (A) any Person (other than Q Investments) or (B) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one Q Investments, 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 35% of the voting power of the total outstanding voting stock of the Borrowing Agent and such percentage exceeds percentage of voting stock held by the Permitted Holders, (b) the occurrence of any event (whether in one or more transactions) which results in PHI Group failing to own one hundred (100%) percent of the Equity Interests (on a fully diluted basis) of any Borrower or Guarantor, or (c) any merger, consolidation or sale of substantially all of the property or assets (in one transaction or a series of related transactions) of the Borrowers and its Subsidiaries, taken as a whole, except to the extent any of the events described in the foregoing clauses are permitted by Section 7.1 hereof; provided, that the sale by PHI Group of any Equity Interests of any Borrower shall be deemed a sale of substantially all of PHI Group’s assets.

“Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit Guaranty Corporation or any environmental agency or superfund), upon the Collateral, any Borrower or any of its Affiliates.

“CIP Regulations” shall have the meaning set forth in Section 14.12 hereof.

“Closing Date” shall mean October 2, 2020 or such other date as may be agreed to in writing by the parties hereto.

“CMS” means the Centers for Medicare and Medicaid Services of the United States Department of Health and Human Services.

“Code” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“Collateral” shall mean and include all right, title and interest of each Borrower in all of the following property and assets of such Borrower, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located:

(a) all Receivables and all supporting obligations relating thereto (other than Receivables generated by PHI Aviation on behalf of work performed by (i) Helicopter Management, LLC and (ii) Helex, LLC);

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(b) all equipment and fixtures;

(c) all general intangibles (including all payment intangibles and all software) and all supporting obligations related thereto;

(d) all Inventory;

(e) all Subsidiary Stock, securities, investment property, and financial assets;

(f) all Material Real Property;

(g) all Leasehold Interests;

(h) all Aircraft Collateral;

(i) all Intellectual Property;

(j) all contract rights, rights of payment which have been earned under a contract rights, chattel paper (including electronic chattel paper and tangible chattel paper), commercial tort claims (whether now existing or hereafter arising); documents (including all warehouse receipts and bills of lading), deposit accounts, goods, instruments (including promissory notes), letters of credit (whether or not the respective letter of credit is evidenced by a writing) and letter-of-credit rights, cash, certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), security agreements, eminent domain proceeds, condemnation proceeds, tort claim proceeds and all supporting obligations;

(k) all ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by any Borrower or in which it has an interest), computer programs, tapes, disks and documents, including all of such property relating to the property described in clauses (a) through (i) of this definition; and

(l) all proceeds and products of the property described in clauses (a) through (j) of this definition, in whatever form. It is the intention of the parties that if Agent shall fail to have a perfected Lien in any particular property or assets of any Borrower for any reason whatsoever, but the provisions of this Agreement and/or of the Other Documents, together with all financing statements and other public filings relating to Liens filed or recorded by Agent against Borrowers, would be sufficient to create a perfected Lien in any property or assets that such Borrower may receive upon the sale, lease, license, exchange, transfer or disposition of such particular property or assets, then all such “proceeds” of such particular property or assets shall be included in the Collateral as original collateral that is the subject of a direct and original grant of a security interest as provided for herein and in the Other Documents (and not merely as proceeds (as defined in Article 9 of the Uniform Commercial Code) in which a security interest is created or arises solely pursuant to Section 9-315 of the Uniform Commercial Code).

Notwithstanding the forgoing, Collateral shall not include any Excluded Property.

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“Commitment Transfer Supplement” shall mean a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

“Compliance Certificate” shall mean a compliance certificate substantially in the form of Exhibit 1.2(a) hereto to be signed by a Financial Officer of Borrowing Agent.

“Consents” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on any Borrower’s business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, or the Other Documents, including any Consents required under all applicable federal, state or other Applicable Law.

“Contract Rate” shall have the meaning set forth in Section 3.1 hereof.

“Contracting State” shall have the meaning ascribed to it in the Cape Town Convention. “Controlled Group” shall mean, at any time, each Borrower and all members of a controlled

group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any Borrower, are treated as a single employer under Section 414 of the Code.

“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.

“Covered Entity” shall mean (a) each Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of Collateral and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“COVID-19 Assistance” shall mean any (i) loan, advance, guarantee, or other extension of credit, credit enhancement or credit support, or equity purchase or capital contribution, waiver or forgiveness of any obligation, or any other kind of financial assistance, provided by, or on behalf of, a Governmental Body pursuant to CARES and Other COVID-19 Laws or (ii) Indebtedness, reimbursement obligation or other liability of any nature owed to, or on account of, or for the benefit of, a Governmental Body, in each case, in connection with COVID-19 or pursuant to CARES and Other COVID-19 Laws.

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“Customer” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Borrower, pursuant to which such Borrower is to deliver any personal property or perform any services.

“Customs” shall have the meaning set forth in Section 2.13(b) hereof.

“Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the Reserve Percentage.

“Debt Payments” shall mean for any period, in each case, all cash actually expended by any Borrower to make: (a) interest payments on any Advances hereunder, plus (b) scheduled principal payments on the Term Loan, plus (c) payments for all fees, commissions and charges set forth herein, plus (d) payments on Capitalized Lease Obligations, plus (e) payments with respect to any other Indebtedness for borrowed money.

“Default” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“Default Rate” shall have the meaning set forth in Section 3.1 hereof.

“Defaulting Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, of Advances, (ii) if applicable, fund any portion of its Participation Commitment in Letters of Credit or Swing Loans or (iii) pay over to Agent, Issuer, Swing Loan Lender or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including a particular Default or Event of Default, if any) has not been satisfied; (b) has notified Borrowers or Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including a particular Default or Event of Default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within two (2) Business Days after request by Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances and, if applicable, participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon Agent’s receipt of such certification in form and substance satisfactory to the Agent; (d) has become the subject of an Insolvency Event; or (e) has failed at any time to comply with the provisions of Section 2.6(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Lenders.

“Depository Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Designated Lender” shall have the meaning set forth in Section 16.2(d) hereof.

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

“Disclosed Sublease” means, in respect of an Aircraft or Engine included as Aircraft Collateral, any lease and/or sublease of that Aircraft to a Disclosed Sublessee that is not an Affiliate of a Borrower as shown in the Aircraft Collateral Certificate.

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

“Disposition” or “Dispose” means the sale, transfer, license, lease, gift or other disposition (including any Sale and Leaseback Transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by the Borrowing Agent of any of its Equity Interests to another Person.

“Document” shall have the meaning given to the term “document” in the Uniform Commercial Code.

“Dollar” and the sign “$” shall mean lawful money of the United States of America.

“Domestic Aircraft Collateral NOLV” means, as of any date of determination, the aggregate net orderly liquidation value (as set forth on a recent appraisal conducted in accordance with Section 4.7 hereof) of all Aircraft Collateral registered in the United States. For the avoidance of doubt, such value shall be indicated in Dollars.

“Domestic Rate Loan” shall mean any Advance that bears interest based upon the Alternate Base Rate.

“Dominion Trigger Period” shall mean the period commencing upon (i) the occurrence and continuance of an Event of Default or (ii) the date that is the third consecutive Business Day on which Borrowers’ Undrawn Availability is less than $15,000,000 at any time and ending on the first date thereafter upon which (x) with respect to clause (i), such Event of Default has been waived in writing or cured in accordance with the terms of this Agreement, and (y) with respect to clause (ii), when Borrowers have Undrawn Availability, for thirty (30) consecutive days, equal to or exceeding $15,000,000.

“Drawing Date” shall have the meaning set forth in Section 2.14(b) hereof.

“Early Termination Date” shall have the meaning set forth in Section 13.1 hereof.

“EBITDA” shall mean for any period with respect to Borrowers on a Consolidated Basis, the sum of (a) net income (or loss) for such period (excluding extraordinary gains and losses), plus (b) all interest expense for such period, plus (c) all charges against income for such period for federal, state and local taxes, plus (d) depreciation expenses for such period, plus (e) amortization expenses for such period.

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“Effective Date” means the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement.

“Eligibility Date” shall mean, with respect to each Borrower and Guarantor and each Swap, the date on which this Agreement or any Other Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any Other Document is then in effect with respect to such Borrower or Guarantor, and otherwise it shall be the Effective Date of this Agreement and/or such Other Document(s) to which such Borrower or Guarantor is a party).

“Eligible Contract Participant” shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder.

“Eligible IPM Receivables” shall mean and include, each IPM Receivable of a Borrower arising in the Ordinary Course of Business and which Agent, in its Permitted Discretion, shall deem to be an Eligible IPM Receivable, based on such considerations as Agent may from time to time deem appropriate. An IPM Receivable shall not be deemed eligible unless such IPM Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances) and is evidenced by an invoice or other documentary evidence satisfactory to Agent in its Permitted Discretion. In addition, no IPM Receivable shall be an Eligible IPM Receivable if:

(a) it arises out of a sale made by any Borrower to an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower;

(b) it is due or unpaid more than 150 days after the original billing date;

(c) fifty percent (50%) or more of the IPM Receivables from such Customer are not deemed Eligible IPM Receivables hereunder by application of clause (b) above (such percentage may, in Agent’s Permitted Discretion, be increased or decreased from time to time);

(d) any covenant, material representation or material warranty contained in this Agreement with respect to such IPM Receivable has been breached;

(e) an Insolvency Event shall have occurred with respect to such Customer;

(f) the sale is to a Customer outside the continental United States of America;

(g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

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(h) Agent believes, in its Permitted Discretion, that collection of such IPM Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

(i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them (other than a Government Account Debtor), unless the applicable Borrower assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.), to the extent applicable to such Receivable, or has otherwise complied with other applicable statutes or ordinances;

(j) the goods giving rise to such IPM Receivable have not been delivered to the Customer or the services giving rise to such IPM Receivable have not been performed by the applicable Borrower;

(k) [reserved];

(l) the IPM Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but such IPM Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrower or the IPM Receivable is contingent in any respect or for any reason;

(m) the applicable Borrower has made any agreement with any Customer for any deduction therefrom (but such IPM Receivable shall only be ineligible to the extent of such deduction), except for discounts or allowances made in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

(n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed;

(o) such IPM Receivable is not payable to a Borrower;

(p) such IPM Receivable is payable solely by an individual beneficiary, recipient, or subscriber individually; or

(q) such IPM Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its discretion in a reasonable manner.

“Eligible Non-IPM Receivables” shall mean and include, each Non-IPM Receivable of a Borrower arising in the Ordinary Course of Business and which Agent, in its Permitted Discretion, shall deem to be an Eligible Non-IPM Receivable, based on such considerations as Agent may from time to time deem appropriate. A Non-IPM Receivable shall not be deemed eligible unless such Non-IPM Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances) and is evidenced by an invoice or other documentary evidence satisfactory to Agent in its Permitted Discretion. In addition, no Non-IPM Receivable shall be an Eligible Non-IPM Receivable if:

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(a) it arises out of a sale made by any Borrower to an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower;

(b) it is due or unpaid more than 120 days after the original invoice date or sixty (60) days after the original due date;

(c) fifty percent (50%) or more of the Non-IPM Receivables from such Customer are not deemed Eligible Non-IPM Receivables hereunder by application of clause (b) above (such percentage may, in Agent’s Permitted Discretion, be increased or decreased from time to time);

(d) any covenant, material representation or material warranty contained in this Agreement with respect to such Non-IPM Receivable has been breached;

(e) an Insolvency Event shall have occurred with respect to such Customer;

(f) the sale is to a Customer outside the continental United States of America; provided, however, that so long as the primary operations of, and billing and payment of such Customer occur through, such Customer’s offices in the United States of America, this clause (f) shall not render ineligible Receivables of a Customer whose parent is organized or located outside of the United State of America;

(g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

(h) Agent believes, in its Permitted Discretion, that collection of such Non-IPM Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

(i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless the applicable Borrower assigns its right to payment of such Non-IPM Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.), to the extent applicable to such Non-IPM Receivable, or has otherwise complied with other applicable statutes or ordinances;

(j) the goods giving rise to such Non-IPM Receivable have not been delivered to the Customer or the services giving rise to such Non-IPM Receivable have not been performed by the applicable Borrower;

(k) [reserved];

(l) the Non-IPM Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but such Non-IPM Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrower or the Non-IPM Receivable is contingent in any respect or for any reason;

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(m) the applicable Borrower has made any agreement with any Customer for any deduction therefrom (but such Non-IPM Receivable shall only be ineligible to the extent of such deduction), except for discounts or allowances made in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

(n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed;

(o) such Non-IPM Receivable is not payable to a Borrower; or

(p) such Non-IPM Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its discretion in a reasonable manner.

“Eligible Receivables” shall mean, individually and collectively, as the context requires, the Eligible IPM Receivables and the Eligible Non-IPM Receivables.

“Engine” means (i) each of the engines described in the 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 Aircraft Collateral and (iv) any and all related Parts and, in each case, shall exclude any Engine replaced by a Permitted Substitute in accordance with clause (ii) above and the applicable Aircraft Mortgage.

“Environmental Complaint” shall have the meaning set forth in Section 9.3(b) hereof. “Environmental Laws” shall mean all applicable federal, state and local environmental Laws relating to the protection of the environment, human health (to the extent related to exposure to Hazardous Materials) and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Materials.

“EOB” shall mean the explanation of benefit or remittance advice from a Customer that identifies the services rendered on account of the Receivable specified therein.

“Equity Interests” shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants, general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act), including in each case all of the following rights relating to such Equity Interests, whether arising under the Organizational Documents of the Person issuing such Equity Interests (the “issuer”) or under the applicable Laws of such issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies or partnerships or business trusts or other legal entities, as the case may be: (i) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (ii) all voting rights and rights to

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consent to any particular action(s) by the applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case of any Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management, operations and control of the business and affairs of the applicable issuer; (v) in the case of any Equity Interests consisting of the membership/limited liability company interests of a managing member in a limited liability company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable issuer; (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s) or managing member(s) of such issuer and/or any members of any board of members/managers/partners/directors that may at any time have any rights to manage and direct the business and affairs of the applicable issuer under its Organizational Documents as in effect from time to time or under Applicable Law; (vii) all rights to amend the Organizational Documents of such issuer, (viii) in the case of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”, general or limited, or “member” (as applicable) under the applicable Organizational Documents and/or Applicable Law; (ix) any real property interests other than Material Real Property and (x) all certificates evidencing such Equity Interests.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time and the rules and regulations promulgated thereunder.

“Event of Default” shall have the meaning set forth in Article X hereof.

“Excess Cash Flow” shall mean, for any fiscal period, in each case for Borrowers on a Consolidated Basis, EBITDA, minus each of the following, to the extent actually paid in cash during such fiscal period, (a) Unfunded Capital Expenditures, (b) taxes, (c) dividends and distributions, (d) the amount of proceeds from any business interruption insurance or similar insurance proceeds received by the Borrower 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 net income in a prior period), (e) the amount of cash interest expense paid in such period to the extent exceeding the amount of cash interest expense deducted in determining net income for such period, and (f) Debt Payments; provided that for purposes of calculating Excess Cash Flow, amounts attributable to (i) previously written off past-due collections of the Saudi Red Crescent Authority and (ii) Special Canadian Proceeds, in each case, shall be disregarded.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Account” means any deposit accounts used solely for payroll expenses, trust accounts or employee benefit accounts of the Loan Parties and their Subsidiaries.

“Excluded Hedge Liability or Liabilities” shall mean, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for

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such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

“Excluded Property” shall mean (i) any non-material lease, license, contract or agreement to which any Borrower is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any Applicable Law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such Applicable Law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law or principles of equity), (ii) equipment owned by any Borrower that is subject to a purchase money lien or a capital lease obligation if (but only to the extent that and only for so long as such purchase money Indebtedness or capital lease restricts the granting of a Lien therein to Agent) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party, unless any required consents shall have been obtained, (iii) monies, checks, securities or other items on deposit or otherwise held in deposit accounts or trust accounts specifically and exclusively used for payroll, payroll taxes, deferred compensation and other employee wage and benefit payments to or for the direct benefit of such Borrower’s employees), (iv) those assets as to which the Agent and the Borrowers reasonably agree that the cost of obtaining such a security interest or perfection thereof is excessive in relation to the benefit of the security to be afforded thereby or (v) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; provided, however, that the foregoing exclusions in (i), (ii) and (v) shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach immediately to any portion of such lease, license, contract or agreement, provided, further that Excluded Property shall not include any proceeds of any such lease, license, contract or agreement or any goodwill of Borrowers’ business associated therewith or attributable thereto.

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“Excluded Taxes” shall mean, with respect to Agent, any Lender, Participant, Swing Loan Lender, Issuer or any other recipient of any payment to be made by or on account of any Obligations or required to be withheld or deducted from a payment to such Agent, Lender, Participant, Swing Loan Lender, Issuer or any other recipient, (a) taxes imposed on or measured by its net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office or applicable lending office is located or, in the case of any Lender, Participant, Swing Loan Lender or Issuer, in which its applicable lending office is located, (b) any branch profits taxes or any similar tax imposed by any jurisdiction described in (a), (c) in the case of a Lender, any withholding tax that is imposed on amounts payable to or for the account of such Lender at the time such Lender becomes a party hereto (other than pursuant to an assignment request by the Borrower under Section 3.11) or designates a new lending office, except to the extent that such Lender or Participant (or its assignor or seller of a participation, if any) was entitled, at the time of designation of a new lending office or assignment or sale of a participation, to receive additional amounts from Borrowers with respect to such withholding tax pursuant to Section 3.10(a), (d) Taxes attributable to such Agent, Lender, Participant, Swing Loan Lender, Issuer or any other recipient’s failure or inability to comply with Section 3.10(e) or (e) any Taxes imposed under FATCA.

“Exclusion Event” shall mean any event or events resulting in the termination, revocation on the right of any Borrower to participate, or exclusion of any Borrower from participation, in any Government Reimbursement Program.

“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.

“FAA” means the Federal Aviation Administration.

“Facility Fee” shall have the meaning set forth in Section 3.3 hereof.

“FATCA” shall mean 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) and any current or future regulations thereunder 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 agreement, treaty or convention among Governmental Bodies and implementing such Sections of the Code.

“Federal Funds Effective Rate” shall mean, for any day, the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) calculated by the Federal Reserve Bank of New York (or any successor), based on such day’s federal funds transactions by depositary institutions, as determined in such matter as such Federal Reserve Bank (or any successor) shall set forth on its public website from time to time, and as published on the next succeeding Business Day by such Federal Reserve Bank as the “Federal Funds Effective Rate”; provided, if such Federal Reserve Bank (or its successor) does not publish such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

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“Fee Letter” shall mean the fee letter dated the Closing Date among Borrowers and PNC.

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

“Fixed Charge Coverage Ratio” shall mean, with respect to any fiscal period, the ratio of (a) Adjusted EBITDA, minus Unfunded Capital Expenditures made during such period, minus distributions (including tax distributions) and dividends made during such period, minus cash taxes paid during such period, to (b) all Debt Payments made during such period.

“Flood Laws” shall mean all Applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Applicable Laws related thereto.

“Foreign Currency Hedge” shall mean any foreign exchange transaction, including spot and forward foreign currency purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of one currency in exchange for the sale of another currency entered into by any Borrower, Guarantor and/or any of their respective Subsidiaries.

“Foreign Currency Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Foreign Currency Hedge.

“Foreign Lender” shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which Borrowers are resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” shall mean any Subsidiary of any Person that is not organized or incorporated in the United States, any State or territory thereof or the District of Columbia.

“Formula Amount” shall have the meaning set forth in Section 2.1(a) hereof.

“GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

“Government Account Debtor” means an Account Debtor that is a Government Reimbursement Program.

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

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“Government Depositary Agreement” shall mean each agreement among any Borrower, the Agent, and a Lockbox Bank, in form and substance satisfactory to the Agent, pursuant to which the applicable Lockbox Bank agrees to forward any amounts deposited in the applicable Government Lockbox or Government Lockbox Account on a daily basis to a Blocked Account subject to a deposit account control agreement, in form and substance satisfactory to Agent.

“Government Lockbox” means each post office box or similar lockbox set forth on Schedule 4.8(i) hereto, established to receive checks and EOBs with respect to Receivables payable by Governmental Bodies.

“Government Lockbox Account” means with respect to any, an account or accounts maintained by such Borrower with Lockbox Bank into which all collections of Receivables on which Government Account Debtors are obligated are paid directly and such Government Lockbox Account shall be an account in the name of such Borrower, and shall be the sole and exclusive property of such Borrower.

“Government Reimbursement Program” means (i) Medicare, (ii) Medicaid, (iii) TRICARE (formerly known as the Civilian Health and Medical Program of the Uniformed Services), (iv) the Federal Employees Health Benefits Program under 5 U.S.C. §§ 8902 et seq., (v) any other program pursuant to which the United States of America is acting under a program established by Medicare or Medicaid per the Social Security Act or any other federal healthcare program, including the Veteran’s Administration, (vi) any State or District of Columbia acting pursuant to a healthcare plan adopted pursuant to the Social Security Act or any other State legislation, and (vii) any agent, administrator, intermediary or carrier for any of the foregoing, and in each case, any other similar governmental programs which presently or in the future that reimburses or pays providers for Healthcare Services.

“Governmental Acts” shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body.

“Governmental Body” shall mean any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government (including any supra-national bodies such as the European Union or the European Central Bank and any governmental body (federal or state) charged with the responsibility, or vested with the authority to administer or enforce, any Healthcare Laws) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). Payments from Governmental Bodies will be deemed to include payments governed under the Social Security Act (42 U.S.C. §§ 1395 et seq.), including payments under Medicare, Medicaid and TRICARE/CHAMPUS, and payments administered or regulated by CMS.

“Guarantor” shall mean any Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations and “Guarantors” means collectively all such Persons.

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“Guarantor Security Agreement” shall mean any security agreement executed by any Guarantor in favor of Agent securing the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.

“Guaranty” shall mean any guaranty of the Obligations executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent.

“Hazardous Discharge” shall have the meaning set forth in Section 9.3(b) hereof. “Hazardous Materials” shall mean, without limitation, any flammable explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, hazardous wastes or hazardous or substances as defined in or subject to regulation under Environmental Laws.

“Healthcare Authorizations” means any and all Consents of, from or issued by, any Governmental Body including permits, licenses, provider agreements, authorizations, certificates, CONs, accreditations and plans of third-party accreditation bodies, organizations or agencies (such as, but without limitations, the Joint Commission) (a) necessary to enable any Healthcare Borrower to engage in, provided or bill for any Healthcare Services, participate in and receive payment under Government Reimbursement Programs or otherwise continue to conduct its respective business as it is conducted on the Closing Date or (b) required under any Healthcare Law relating to any Government Reimbursement Program or Persons engaged in the Healthcare Services or (c) issued or required under Healthcare Laws applicable to the ownership, operation or management of any Healthcare Borrower’s respective business or assets.

“Healthcare Borrower” shall mean PHI Health, AM Equity Holdings and any other Borrower performing Healthcare Services.

“Healthcare Laws” means all applicable statutes, laws, ordinances, rules, and regulations of any Governmental Body, including: (a) Medicaid; TRICARE/CHAMPUS; Section 1128B(b) of the Social Security Act; 42 U.S.C. § 1320a-7b(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the “Federal Anti-Kickback Statute”; the Social Security Act, Section 1877; 42 U.S.C. 1395nn (Prohibition Against Certain Referrals), commonly referred to as the “Stark Statute”; 31 U.S.C.§§ 3729-3722, common referred to as the federal “False Claims Act”; 31 U.S.C. §§ 3801-3812, commonly referred to as the “Program Fraud Civil Remedies Act”; 42 U.S.C.§§ 1320a-7a and 1320a-7b, commonly referred to as the “Civil Monetary Penalties Law”; and 42 U.S.C. § 1320a-7, common referred to as the “Exclusion Laws”); (b) with respect to air ambulance service providers pertaining to the provision of billing, collection, and reimbursement for, administration of, and payment for services which are reimbursed with federal, state or local governmental funds through or on behalf of any Governmental Body, including Medicaid or TRICARE/CHAMPUS, (c) all licensure laws and regulations applicable to the Borrowers and its Subsidiaries; (d) all applicable professional standards regulating air ambulance service providers; and (e) any and all other federal, state or local healthcare laws, rules, codes, statutes, regulations, orders and ordinances applicable to the air ambulance services, in each case as amended from time to time applicable to the activities referenced in subsections (a)-(d) above.

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“Healthcare Services” means delivering or providing or arranging to deliver or provide or administering, managing or monitoring air ambulance services, including without limitation, the sale, delivery, transportation, provision or administration of, people, health or healthcare items, goods or services but excluding search and rescue.

“Hedge Liabilities” shall mean collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and any state laws regulating the privacy and/or security of individually identifiable information, including state laws providing for notification of breach of privacy or security of individually identifiable information, in each case as amended, modified or supplemented from time to time, and together with all successor statutes thereto and all rules and regulations promulgated from time to time thereunder.

“Indebtedness” shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (a) borrowed money; (b) amounts received under or liabilities in respect of any note purchase or acceptance credit facility, and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all Capitalized Lease Obligations; (d) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, banker’s acceptance agreement or similar arrangement; (e) obligations under any Interest Rate Hedge, Foreign Currency Hedge, or other interest rate management device, foreign currency exchange agreement, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement; (f) any other advances of credit made to or on behalf of such Person or other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements including to finance the purchase price of property or services and all obligations of such Person to pay the deferred purchase price of property or services (but not including trade payables and accrued expenses incurred in the Ordinary Course of Business which are not represented by a promissory note or other evidence of indebtedness and which are not more than thirty (30) days past due); (g) all Equity Interests of such Person subject to repurchase or redemption rights or obligations (excluding repurchases or redemptions at the sole option of such Person); (h) all indebtedness, obligations or liabilities secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are otherwise an obligation of such Person; (i) all obligations of such Person for “earnouts”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts; (j) off-balance sheet liabilities and/or pension plan liabilities of such Person; (k) obligations arising under bonus, deferred compensation, incentive compensation or similar arrangements, other than those arising in the Ordinary Course of Business; and (l) any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses (a) through (k).

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

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“Ineligible Security” shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

“Insolvency Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such Person’s direct or indirect parent company (a) becomes the subject of a bankruptcy or insolvency proceeding (including any proceeding under Title 11 of the United States Code), or regulatory restrictions, (b) has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it or has called a meeting of its creditors, (c) admits in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (d) with respect to a Lender, such Lender is unable to perform hereunder due to the application of Applicable Law, or (e) in the good faith determination of Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment of a type described in clauses (a) or (b), provided that an Insolvency Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Intellectual Property” shall mean property constituting a patent, copyright, trademark (or any application in respect of the foregoing), service mark, copyright, copyright application, trade name, mask work, trade secrets, design right, assumed name or license or other right to use any of the foregoing under Applicable Law.

“Intellectual Property Security Agreement” shall mean collectively, (i) those certain copyright, trademark and/or patent security agreements, dated as of the Closing Date between the applicable Borrower and Agent, and (ii) any copyright, trademark and/or patent security agreements, entered into after the Closing Date between the applicable Borrower and Agent, in each case, the form and substance of which shall be satisfactory to Agent.

“Interest Period” shall mean the period provided for any LIBOR Rate Loan pursuant to Section 2.2(b) hereof.

“Interest Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by any Borrower, Guarantor and/or their respective Subsidiaries in order to provide protection to, or minimize the impact upon, such Borrower, any Guarantor and/or their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

“Interest Rate Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Interest Rate Hedge.

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

“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.

“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.

“Inventory” shall mean and include as to each Borrower all of such Borrower’s inventory (as defined in Article 9 of the Uniform Commercial Code) and all of such Borrower’s goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Borrower’s business or used in selling or furnishing such goods, merchandise and other personal property, and all Documents.

“Investment Payment Conditions” shall mean, at the time of determination with respect to the making of any Investment the following conditions shall have been satisfied:

(a) no Event of Default shall have occurred or would occur after giving pro forma effect to such dividend or distribution;

(b) immediately prior to, and after giving pro forma effect to such dividend or distribution, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8 is not less than 1.10 to 1.00; provided that for determining compliance with this clause (b) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance with a Fixed Charge Coverage Raito as of the Closing Date that is not less than 1.10 to 1.00; and

(c) immediately prior to, and after giving pro forma effect to such Investment or repayment, repurchase or redemption, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and

(d) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

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“IPM Customer” shall mean any Customer of Borrower that is a Third Party Payor or that self-pays for Healthcare Services.

“IPM Receivable” shall mean any Receivable arising from a sale by any Borrower to an IPM Customer.

“Issuer” shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and (ii) any other Lender which Agent in its sole discretion shall designate as the issuer of and cause to issue any particular Letter of Credit under this Agreement in place of Agent as issuer.

“Joint Venture Payment Conditions” shall mean, at the time of determination with respect to the making of any Investment in joint ventures the following conditions shall have been satisfied:

(a) no Event of Default shall have occurred or would occur after giving pro forma effect to such Investment,

(b) immediately prior to, and after giving pro forma effect to such Investment, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8 is not less than 1.25 to 1.00; provided that for determining compliance with this clause (b) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance with a Fixed Charge Coverage Raito as of the Closing Date that is not less than 1.25 to 1.00;

(c) immediately prior to, and after giving pro forma effect to such Investment, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and

(d) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“Law(s)” shall mean any law(s) (including common law and equitable principles), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, code, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.

“Leasehold Interests” shall mean all of each Borrower’s right, title and interest in and to, and as lessee of, the premises identified as leased Real Property on Schedule 4.4 hereto.

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“Lender” and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender. For the purpose of provision of this Agreement or any Other Document which provides for the granting of a security interest or other Lien to the Agent for the benefit of Lenders as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation (specifically including any Hedge Liabilities and any Cash Management Liabilities) is owed.

“Lender-Provided Foreign Currency Hedge” shall mean a Foreign Currency Hedge which is provided by PNC or any Affiliate of PNC that: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Foreign Currency Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Lender-Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by PNC or any Affiliate of PNC that: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Lessee Consent” means in respect of each Aircraft subject to an Aircraft Lease that is Aircraft Collateral, a document in form and substance reasonably acceptable to the Agent under which, amongst other matters, each relevant lessee acknowledges the interest of the Agent in such Aircraft and agrees that its Aircraft Lease is subject and subordinate to the Other Documents.

“Letter of Credit Application” shall have the meaning set forth in Section 2.12(a) hereof.

“Letter of Credit Borrowing” shall have the meaning set forth in Section 2.14(d) hereof.

“Letter of Credit Fees” shall have the meaning set forth in Section 3.2 hereof.

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“Letter of Credit Sublimit” shall mean $10,000,000.

“Letters of Credit” shall have the meaning set forth in Section 2.11 hereof.

“LIBOR Alternate Source” shall have the meaning set forth in the definition of LIBOR Rate.

“LIBOR Rate” shall mean for any LIBOR Rate Loan for the then current Interest Period relating thereto, the interest rate per annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (a) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by Agent as an authorized information vendor for the purpose of displaying rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (a “LIBOR Alternate Source”), at approximately 11:00 a.m. London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such LIBOR Rate Loan and having a borrowing date and a maturity comparable to such Interest Period (or (x) if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any LIBOR Alternate Source, a comparable replacement rate determined by Agent at such time (which determination shall be conclusive absent manifest error), (y) if the LIBOR Rate is unascertainable as set forth in Section 3.8.2(i), a comparable replacement rate determined in accordance with Section 3.8.2), by (b) a number equal to 1.00 minus the Reserve Percentage; provided, however, that if the LIBOR Rate determined as provided above would be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes of this Agreement.

The LIBOR Rate shall be adjusted with respect to any LIBOR Rate Loan that is outstanding on the effective date of any change in the Reserve Percentage as of such effective date. Agent shall give reasonably prompt notice to the Borrowing Agent of the LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

“LIBOR Rate Loan” shall mean any Advance that bears interest based on the LIBOR Rate.

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction.

“Lien Waiver Agreement” shall mean an agreement that each applicable Borrower shall cause to be executed within sixty (60) days after the Closing Date in favor of Agent by a Person who owns or occupies premises at which any books and records of any Borrower may be located from time to time in form and substance satisfactory to Agent, provided that, for the avoidance of doubt, each applicable Borrower shall only be required to use commercially reasonable efforts to obtain the foregoing; provided further that if Borrowers are unable to obtain a Lien Waiver Agreement for such location, Agent shall institute a Reserve in an amount equal to three (3) month’s rent for such location against the Formula Amount beginning on the sixtieth (60^th) day after the Closing Date.

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“LLC Division” shall mean, in the event a Borrower or Guarantor is a limited liability company, (a) the division of any such Borrower or Guarantor into two or more newly formed limited liability companies (whether or not such Borrower or Guarantor is a surviving entity following any such division) pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar provision under any similar act governing limited liability companies organized under the laws of any other State or Commonwealth or of the District of Columbia, or (b) the adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Body that results or may result in, any such division.

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

“Lockbox Bank” means the applicable bank set forth on Schedule 4.8(i).

“Material Adverse Effect” shall mean (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Loan Parties, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under this Agreement or any Other Document to which any of the Loan Parties is a party, (c) a material adverse effect on the value of the Collateral, or Agent’s Liens on the Collateral or the priority of any such Lien or (d) a material adverse effect on the rights and remedies of the Lenders or the Agent under this Agreement or any Other Document; provided that any impact of the COVID-19 pandemic on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Loan Parties on or before June 30, 2021 shall not give rise to a Material Adverse Effect under clause (a) and (b) above.

“Material Contract” shall mean 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 the Advances) 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 and is set forth on Schedule 1.2(b).

“Maximum Loan Amount” shall mean $90,000,000 less repayments of the Term Loan.

“Maximum Revolving Advance Amount” shall mean $55,000,000.

“Maximum Swing Loan Advance Amount” shall mean $0.

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“Maximum Undrawn Amount” shall mean, with respect to any outstanding Letter of Credit as of any date, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

“Medicaid” means, collectively, the health care assistance program established by Title XIX of the Social Security Act (42 U.S.C. 1396 et seq.) and any statutes succeeding thereto, and all laws and regulations pertaining to such program, including (a) all federal statutes affecting such program; (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) all applicable provisions of all rules, regulations, manuals, orders and requirements of all Governmental Bodies promulgated in connection with such program that are binding and have the force of law, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) and any statutes succeeding thereto, and all laws and regulations pertaining to such program including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) or elsewhere) affecting such program; and (b) all applicable provisions of all rules, regulations, manuals, orders, and requirements of all Governmental Bodies promulgated in connection with such program that are binding and have the force of law, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare Accelerated and Advance Payment Program” means the Accelerated and Advance Payment Program for Medicare Part A and Part B providers and suppliers as expanded during the period of the COVID-19 public health emergency by Section 3719 of the CARES Act and subsequent CMS guidance.

“Medicare Accelerated Payments” means, collectively, the payments received by certain Loan Parties pursuant to the Medicare Accelerated and Advance Payment Program and described on Schedule 1.2(d) hereto.

“Medicare/Medicaid Reserve” means, as of any date of determination, an amount, which in the Agent’s sole discretion, reserved in respect of (1) any retroactive settlements estimated to be due and owing to Governmental Bodies (which amount, in Agent’s Permitted Discretion, may be equal to or less than such amount) or (2) payment plans that have been established with the appropriate Governmental Body (which amount, in Agent’s sole discretion, may equal (x) so long as no Default or Event of Default exists as of such date of determination, a specific number of installments under such payment plans or (y) in the event that a Default or Event of Default exists as of such date of determination 100% of the amounts due under such payment plans).

“Minimum Aircraft/Engine Requirements” shall mean, with respect to any Aircraft or Engine, all of the following:

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(a) Each Aircraft is airworthy and has in full force and effect a certificate of airworthiness duly issued pursuant to the Act, and each Engine is in serviceable condition and otherwise in the condition required pursuant to the terms and conditions of this Agreement and the other Loan Documents, other than Aircraft or Engines in long-term storage; provided, that while an Aircraft or Engine is undergoing maintenance and repairs in the ordinary course of business, it will not, solely as a result of such maintenance or repairs, be deemed unairworthy or not in serviceable condition, as applicable;

(b) such Aircraft or Engine is subject to a perfected first priority security interest in favor of Agent that satisfies the Perfection Requirements;

(c) if such Aircraft or Engine is subject to an Aircraft Lease, such Lease shall satisfy the Minimum Lease Requirements;

(d) such Aircraft or Engine has a certificate of insurance satisfying the requirements of Section 6.6(d) other than Aircraft or Engines in long-term storage;

(e) such Aircraft or Engine shall not be on lease to a Sanctioned Person; and

(f) such Aircraft and Engines are not otherwise deemed ineligible as Aircraft Collateral by Agent in its Permitted Discretion.

“Minimum Lease Requirements” means all of the criteria set forth below; provided that such criteria may be revised from time to time by Agent in its Permitted Discretion to address the results of any information with respect to Borrowers’ business or assets of which Agent becomes aware after the Closing Date pursuant to any field examination or appraisal performed or received by Agent from time to time after the Closing Date. No Aircraft Lease shall meet the Minimum Lease Requirements unless:

(a) such Aircraft Lease is a legal, valid and binding obligation of the related lessee, is enforceable in accordance with its terms (except as may be limited by applicable insolvency, bankruptcy, moratorium, reorganization, or other similar laws affecting enforceability of creditors’ rights generally and the availability of equitable remedies), is in full force and effect and is governed by the law of any state of the United States of America (or other Permitted Foreign Jurisdiction),

(b) such lessee’s obligations under such Lease to make scheduled payments is unconditional and not subject to any right of set-off, counterclaim, reduction or recoupment (it being understood that any right of the Lessee to temporarily pause or suspend such Lease shall not trigger this clause (b)),

(c) the rent for such Aircraft Lease shall be at commercially reasonable rates and paid to the Aircraft Collateral Owner monthly or on a timely basis,

(d) such Aircraft Lease includes maintenance or redelivery requirements, as necessary when such Aircraft or Engine is being operated to maintain such Aircraft or Engine’s serviceability standards pursuant to the requirements of the FAA or other applicable Governmental Bodies,

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(e) such Aircraft Lease grants permission to sublease only if the primary Lessee thereunder remains obligated under such primary Lease, any sublease will be subject and subordinate to the primary Lease, and the sublessee’s principal base of operations is situated in the United States of America (or other Permitted Foreign Jurisdiction),

(f) such Aircraft Lease provide that the Lessee shall not create any Liens in respect of such Aircraft or Engine, or any Parts, except for exceptions thereto that are consistent with the Borrowers’ compliance with the corresponding provisions of this Agreement,

(g) such Aircraft Lease allows the Lessee to re-register the Whole Aircraft only so long as the lessor’s and Agent’s interest in such Whole Aircraft (and any Whole Engine installed thereon) is adequately protected in the Permitted Discretion of Agent,

(h) such Aircraft Lease includes general and tax indemnity provisions, with customary exclusions that are consistent with customary practices in the operating lease industry,

(i) all payments under such Aircraft Lease are required to be made in Dollars, and

(j) in respect of any such Lease to a lessee that is not an Affiliate of the Borrower, Agent shall have received a Lessee Consent.

“Modified Commitment Transfer Supplement” shall have the meaning set forth in Section 16.3(d) hereof.

“Mortgage” shall mean the mortgage on the Real Property securing the Obligations.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA to which contributions are required or, within the preceding five plan years, were required by any Borrower or any member of the Controlled Group.

“Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors (including any Borrower or any member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Negative Pledge Agreements” shall mean those certain Negative Pledge Agreements, in each case, by the applicable Borrower party thereto, for the benefit of Agent, encumbering the owned Material Real Property referenced therein, in each case, (x) in form appropriate for recording with the appropriate Governmental Body of the jurisdiction in which the related owned Material Real Property is located and (y) otherwise in form and substance satisfactory to Agent.

“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 Borrowing Agent and its Subsidiaries to a third party and (b) in the case of any Disposition, the proceeds thereof in the form of cash or Cash Equivalents, net of:

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(1) brokerage commissions and other fees and expenses (including reasonable and documented fees and expenses of legal counsel, accountants and investment banks) of such Disposition;

(2) provisions for taxes payable as a result of such Disposition (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 Borrowing Representative or any Subsidiary) owning a beneficial interest in the assets subject to the Disposition or having a Lien thereon or in order to obtain a necessary consent to such Disposition 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 Disposition; and

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

“Non-Defaulting Lender” shall mean, at any time, any Lender holding a Revolving Commitment that is not a Defaulting Lender at such time.

“Non-Government Payors” means any Third Party Payors other than the Government Reimbursement Programs.

“Non-IPM Customer” shall mean any Customer of Borrower that does not constitute an IPM Customer.

“Non-IPM Receivable” shall mean any Receivable arising from a sale by any Borrower to a Non-IPM Customer.

“Non-Qualifying Party” shall mean any Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

“Note” shall mean collectively, the Revolving Credit Notes, the Term Notes, and the Swing Loan Notes.

“Obligations” shall mean and include any and all loans (including without limitation, all Advances and Swing Loans), advances, debts, liabilities, obligations (including without limitation all reimbursement obligations and cash collateralization obligations with respect to Letters of Credit issued hereunder), covenants and duties owing by any Borrower or Guarantor under this Agreement or any Other Document (and any amendments, extensions, renewals or increases thereto), to Issuer, Swing Loan Lender, Lenders or Agent (or to any other direct or indirect subsidiary or affiliate of Issuer, Swing Loan Lender, any Lender or Agent) of any kind or nature, present or future (including any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and expenses of any Person payable by any Borrower and

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any indemnification obligations payable by any Borrower arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Borrower, whether or not a claim for post-filing or post-petition interest, fees or other amounts is allowable or allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise including all costs and expenses of Agent, Issuer, Swing Loan Lender and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations of any Borrower to Agent, Issuer, Swing Loan Lender or Lenders to perform acts or refrain from taking any action, (ii) all Hedge Liabilities and (iii) all Cash Management Liabilities. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities.

“Ordinary Course of Business” shall mean, with respect to any Borrower, the ordinary course of such Borrower’s business as conducted on the Closing Date and reasonable extensions thereof.

“Organizational Documents” shall mean, with respect to any Person, any charter, articles or certificate of incorporation, certificate of organization, registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited liability company agreement, or partnership agreement of such Person and any and all other applicable documents relating to such Person’s formation, organization or entity governance matters (including any shareholders’ or equity holders’ agreement or voting trust agreement) and specifically includes, without limitation, any certificates of designation for preferred stock or other forms of preferred equity.

“Other Documents” shall mean the Notes, the Perfection Certificates, the Fee Letter, any Guaranty, any Guarantor Security Agreement, any Mortgage, any Aircraft Mortgage, any Aircraft Collateral Certificate, any Lessee Consent, any Subordination Acknowledgment, any Pledge Agreement, any Negative Pledge Agreement, any Lender-Provided Interest Rate Hedge, any Lender-Provided Foreign Currency Hedge, any Cash Management Products and Services, the Intellectual Property Security Agreement, Lien Waiver Agreements, and any and all other agreements, instruments and documents, including the Agreement Among Lenders, intercreditor agreements, guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter executed by any Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement, in each case together with all extensions, renewals, amendments, supplements, modifications, substitutions and replacements thereto and thereof.

“Other Taxes” shall mean all present or future stamp or documentary taxes, charges or similar levies arising from any payment made hereunder or under any Other Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any Other Document.

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“Out-of-Formula Loans” shall have the meaning set forth in Section 16.2(e) hereof.

“Overnight Bank Funding Rate” shall mean, for any, day the rate per annum (based on a year of 360 days and actual days elapsed) comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by such Federal Reserve Bank (or by such other recognized electronic source (such as Bloomberg) selected by the Agent for the purpose of displaying such rate) (an “Alternate Source”); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.

“Parent” of any Person shall mean a corporation or other entity owning, directly or indirectly, 50% or more of the Equity Interests issued by such Person having ordinary voting power to elect a majority of the directors of such Person, or other Persons performing similar functions for any such Person.

“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 the Aircraft Collateral 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” shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

“Participation Advance” shall have the meaning set forth in Section 2.14(d) hereof.

“Participation Commitment” shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a participation equal to its Revolving Commitment Percentage (subject to any reallocation pursuant to Section 2.22(b)(iii) hereof) in the Swing Loans made by Swing Loan Lender hereunder as provided for in Section 2.4(c) hereof and in the Letters of Credit issued hereunder as provided for in Section 2.14(a) hereof.

“Payment Office” shall mean initially Two Tower Center Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if any, which it may designate by notice to Borrowing Agent and to each Lender to be the Payment Office.

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“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“Pension Benefit Plan” shall mean at any time any “employee pension benefit plan” as defined in Section 3(2) of ERISA (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Sections 412, 430 or 436 of the Code and either (i) is maintained or to which contributions are required by Borrower or any member of the Controlled Group or (ii) has at any time within the preceding five years been maintained or to which contributions have been required by a Borrower or any entity which was at such time a member of the Controlled Group.

“Perfection Certificates” shall mean, collectively, the information questionnaires and the responses thereto provided by each Borrower and delivered to Agent.

“Perfection Requirements” shall have the meaning ascribed to it in Section 4.13.

“Permitted Acquisition” shall mean any acquisition by any Loan Party, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person as long as the following conditions are satisfied (unless waived in writing by Agent):

(a) Agent shall have received at least five (5) Business Days’ prior written notice of such proposed acquisition, which notice shall include a reasonably detailed description of such proposed acquisition;

(b) all transactions in connection therewith shall be consummated in accordance with all material Applicable Laws;

(c) (i) no Event of Default shall have occurred or would occur after giving pro forma effect to such acquisition, (ii) immediately prior to, and after giving pro forma effect to such acquisition, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8 is not less than 1.25 to 1.00; provided that for determining compliance with this clause (ii) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance with a Fixed Charge Coverage Raito as of the Closing Date that is not less than 1.25 to 1.00; (iii) immediately prior to, and after giving pro forma effect to such acquisition, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and (iv) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions;

(d) Equity Interests of any Person or assets acquired by such Loan Party, shall be clear and free of all Liens (other than Permitted Encumbrances);

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(e) any Person or assets or division as acquired in accordance herewith shall be in the same business or lines of business in which Loan Parties are engaged or businesses or lines of business that are reasonably related or incidental thereto or which the Borrowers have determined in good faith to be reasonable expansion of or accretive to such business or lines of businesses;

(f) the assets being acquired (other than (i) a de minimis amount of assets in relation to the assets being acquired or (ii) assets otherwise acceptable to Agent in its Permitted Discretion) are located within the United States or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States;

(g) the acquisition shall have been approved by the board of directors or other governing body or controlling Person of the Person acquired or the Person from whom such assets or division is acquired;

(h) in the case of a merger or consolidation, the applicable Loan Party shall be the continuing and surviving entity;

(i) on or about the closing of such acquisition, Agent shall be granted a first priority perfected Lien (subject to Permitted Encumbrances) in the assets and Equity Interests of such acquisition target or newly formed Subsidiary of the applicable Loan Party in connection with such acquisition and such acquisition target or newly formed Subsidiary shall become a Borrower hereunder or a Guarantor (to be determined by Agent in its Permitted Discretion), in each case, pursuant to Section 7.12;

(j) concurrently with the delivery of the notice referred to in clause (a) above, Borrowing Agent shall have delivered to Agent, in form and substance satisfactory to Agent in its Permitted Discretion a certificate of an Authorized Officer of Borrowing Agent to the effect that Borrowers and their Subsidiaries on a consolidated basis will be solvent upon the consummation of the proposed acquisition;

(k) on or prior to the date of such proposed acquisition, Agent shall have received copies of the applicable Permitted Acquisition Agreement and related material agreements and instruments, certificates, lien search results and other documents reasonably requested by Agent; and

(l) the total cash purchase component (including without limitation, all assumed liabilities, all earn-out payments and deferred payments with respect to such acquisitions) does not exceed $75,000,000 in the aggregate throughout the Term.

“Permitted Acquisition Agreement” shall mean any purchase agreement entered into by any Loan Party in connection with a Permitted Acquisition, in each case, including all exhibits, annexes, schedules and attachments thereto.

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“Permitted Aircraft Liens” means (a) 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, (b) 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, (c) Liens which arise by virtue of any act or omission of a lessee under an Aircraft Lease or a Person claiming by or through any such lessee (whether permitted by the terms of the relevant Aircraft Lease or in contravention thereof) so long as, in the case of any Lien that is in contravention of the terms of the relevant Aircraft Lease, the Borrower and any applicable Loan Party or Subsidiary thereof is using commercially reasonable efforts to cause such Lien to be lifted promptly, or otherwise to enforce its rights and remedies under the applicable Aircraft Lease promptly upon becoming aware of such Lien, and in respect of any proceedings regarding such Lien, such proceedings 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 Assignees” shall mean: (a) Agent, any Lender or any of their direct or indirect Affiliates; (b) a federal or state chartered bank, a United States branch of a foreign bank, an insurance company, or any finance company generally engaged in the business of making commercial loans; (c) any fund that is administered or managed by Agent or any Lender, an Affiliate of Agent or any Lender or a related entity; and (d) any Person to whom Agent or any Lender assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Agent’s or Lender’s rights in and to a material portion of such Agent’s or Lender’s portfolio of asset-based credit facilities.

“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 Borrowers’ annual report on Form 10-K for the year ended December 31, 2018.

“Permitted Discretion” means a determination made in good faith and in the exercise (from the perspective of a secured asset-based lender) of commercially reasonable business judgment.

“Permitted Encumbrances” shall mean: (a) Liens in favor of Agent for the benefit of Agent and Lenders, including without limitation, Liens securing Hedge Liabilities and Cash Management Products and Services; (b) Liens for taxes, assessments or other governmental charges not delinquent or being Properly Contested; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business; (e) Liens arising by virtue of the rendition, entry or issuance against any Borrower or any Subsidiary, or any property of any Borrower or any Subsidiary, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 10.6 hereof; (f)

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carriers’, repairmens’, mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due or which are being Properly Contested; (g) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other charges or encumbrances, in each case, which do not interfere in any material respect with the Ordinary Course of Business of Borrowers and their Subsidiaries; (h) Liens on working capital assets of Foreign Subsidiaries of Borrowers in connection with the Indebtedness described in clause (i) of the definition of Permitted Indebtedness; (i) 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, (j) 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, (k) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrowers or any of their Subsidiaries, including rights of offset and setoff, (l) precautionary Liens arising from filing Uniform Commercial Code financing statements regarding true leases, (m) Permitted Aircraft Liens, (n) Liens disclosed on Schedule 1.2(a); provided that such Liens shall secure only those obligations which they secure on the Closing Date and shall not subsequently apply to any other property or assets of any Borrower other than the property and assets to which they apply as of the Closing Date, (o) Liens securing the Indebtedness permitted under clause (l) of the definition of Permitted Indebtedness, (p) Liens on assets financed with Purchase Money Indebtedness securing Indebtedness permitted under clause (k) of the definition of Permitted Indebtedness, (q) Liens to secure Attributable Indebtedness; provided that any such Lien shall not extend to or cover any assets of any Borrower or any Subsidiary other than the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is incurred, (r) 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 and (s) leases or subleases granted to others that do not materially interfere with the Ordinary Course of Business of the Borrowers or any of their Subsidiaries.

“Permitted Foreign Jurisdiction” shall have the meaning set forth in Section 4.13 hereof.

“Permitted Indebtedness” shall mean: (a) the Obligations; (b) [reserved]; (c) any guarantees of Indebtedness permitted under Section 7.3 hereof; (d) any Indebtedness (including any Indebtedness between and among Loan Parties and/or Subsidiaries) listed on Schedule 5.8(b)(ii) hereof and any refinancing thereof that does not increase the original aggregate principal amount of such Indebtedness (other than with respect to amounts increased relating to fees, premiums, commissions and discounts relating to such refinancing and a roll-up of accrued interest); (e) Indebtedness consisting, and in accordance with the requirements of, of Permitted Loans made by one or more Borrower(s) to any other Borrower(s) or any of their respective Subsidiaries; (f) Interest Rate Hedges and Foreign Currency Hedges that are entered into by Borrowers to hedge their risks with respect to outstanding Indebtedness of Borrowers and not for speculative or investment purposes; (g) Permitted Loans between non-Loan Parties (who nonetheless are Affiliates of any Borrower); (h) Indebtedness arising in connection with endorsement of instruments for deposit in the Ordinary Course of Business, (i) Indebtedness in the form of local working capital facilities incurred by Foreign Subsidiaries of Borrowers in an aggregate principal

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amount not to exceed $20,000,000 pursuant to this clause (i) as long as (i) no Borrower (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 Borrower 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 Borrower 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, (j) 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 Borrower in the Ordinary Course of Business; (k) Purchase Money Indebtedness incurred by the Borrowers or any of their Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding, (l) secured Indebtedness of any Borrower or any of its Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding; (m) unsecured Indebtedness of any Borrower or any of its Subsidiaries in an aggregate amount not to exceed $5,000,000 at any time outstanding and (n) Attributable Indebtedness in connection with Sale and Leaseback Transactions in an aggregate amount not to exceed $50,000,000.

“Permitted Investments” shall mean investments in: (a) obligations issued or guaranteed by the United States of America or any agency thereof; (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating); (c) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency; (d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof; (e) Permitted Loans; (f) Investments in any Borrower by a Borrower, (g) Investments in any Borrower by any Subsidiary, (h) Investments by any Loan Party to a non-Loan Party (who nonetheless is an Affiliate of any Borrower) not to exceed $20,000,000 outstanding at any time in the aggregate subject to satisfaction of the Investment Payment Conditions, (i) Investments in existence on the Closing Date and listed on Schedule 7.4 and any amendments, renewals or replacements thereof that do not exceed the amount of such Investment, (j) Investments in Cash Equivalents so long as subject to and in accordance with Article IV, (i) Investments in joint ventures in a Permitted Business not to exceed $5,000,000 in the aggregate for all such Investments subject to satisfaction of the Joint Venture Payment Conditions; and (j) any Permitted Acquisitions.

“Permitted Loans” shall mean: (a) the extension of trade credit by a Borrower to its Customer(s), in the Ordinary Course of Business in connection with a sale of Inventory or rendition of services, in each case on open account terms; (b) loans to employees in the Ordinary Course of Business not to exceed $1,500,000 in the aggregate at any time outstanding; (c) intercompany loans from a Foreign Subsidiary of a Loan Party to another Foreign Subsidiary of a Loan Party, and (d) intercompany loans (i) existing on the Closing Date, (ii) between Loan Parties and other Loan Parties, (iii) from a non-Loan Party (who nonetheless is an Affiliate of any Borrower) to a Loan Party and (iv) from a Loan Party to a non-Loan Party (who nonetheless is an Affiliate of any Borrower) after the Closing Date in an amount (such amount so calculated net of the amount of all

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intercompany loans owed to Loan Parties from non-Loan Parties) not to exceed $20,000,000 at any time outstanding, subject to satisfaction of the Investment Payment Conditions at the extension of any such intercompany loan; provided that (i) the Agent shall have the right to request that each such intercompany loan is evidenced by a promissory note (including, if applicable, any master intercompany note executed by Loan Parties and/or applicable Subsidiaries) on terms and conditions (including terms subordinating payment of the indebtedness evidenced by such note to the prior payment in full of all Obligations) acceptable to Agent in its sole discretion that has been delivered to Agent either endorsed in blank or together with an undated instrument of transfer executed in blank by the applicable Borrower(s) that are the payee(s) on such note and (ii) no such promissory note shall be required to be delivered prior to the date that is sixty (60) days after the Closing Date (or such later date of delivery as may be agreed to by the Agent in its reasonable discretion).

“Person” shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

“Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan but not a Multiemployer Plan, as defined herein) maintained by any Borrower or any of its Subsidiaries or with respect to which any Borrower or any of its Subsidiaries has any liability.

“Pledge Agreement” shall mean (i) subject to Section 6.18, that certain Pledge Agreement among the Australian and New Zealand Foreign Subsidiaries of the Borrowers, as pledgors, in favor of Agent and (ii) any other pledge agreements executed subsequent to the Closing Date by any other Person to secure the Obligations.

“Pledged Equity” shall mean the pledged Equity Interests listed on Schedule 5.24 with the percentages described under the column “Ownership Pledged”, together with any other Equity Interests, certificates, options, or rights or instruments pledged hereunder in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Loan Party while this Agreement is in effect.

“PNC” shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.

“Pro Forma Financial Statements” shall have the meaning set forth in Section 5.5(b) hereof.

“Pro Forma Funds Flow” shall have the meaning set forth in Section 5.5(a) hereof.

“Projections” shall have the meaning set forth in Section 5.5(b) hereof.

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“Properly Contested” shall mean, in the case of any Indebtedness, Lien or Taxes, as applicable, of any Person that are not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien or Taxes, as applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the non-payment of such Indebtedness or Taxes will not have a Material Adverse Effect or will not result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness or taxes unless such Lien (x) does not attach to any Receivables or Inventory, (y) is at all times junior and subordinate in priority to the Liens in favor of the Agent (except only with respect to property Taxes that have priority as a matter of applicable state law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; and (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review.

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

“Protective Advances” shall have the meaning set forth in Section 16.2(f) hereof.

“Published Rate” shall mean the rate of interest published each Business Day in the Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the LIBOR Rate for a one month period as published in another publication selected by the Agent).

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of any Borrower or any 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 such Borrower or any such 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 such Borrower or such Subsidiary or such installation, construction or improvement.

“Purchasing CLO” shall have the meaning set forth in Section 16.3(d) hereof.

“Purchasing Lender” shall have the meaning set forth in Section 16.3(c) hereof.

“Q Investments” shall mean 5 Essex, LLC (“5 Essex”), its manager Renegade Swish, LLC (“RS”), and any entity that directly, or indirectly, controls, is controlled by, or is under common control with, either of 5 Essex or RS.

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“Qualified ECP Loan Party” shall mean each Borrower or Guarantor that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

“Qualifying IPO” means the issuance by Borrowing Agent of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“RCRA” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“Real Property” shall mean all of the owned and leased premises identified on Schedule 4.4 hereto or in and to any other premises or real property that are hereafter owned or leased by any Borrower.

“Receivables” shall mean and include, as to each Borrower, all of such Borrower’s accounts (as defined in Article 9 of the Uniform Commercial Code) and all of such Borrower’s contract rights, instruments (including those evidencing indebtedness owed to such Borrower by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to such Borrower arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

“Register” shall have the meaning set forth in Section 16.3(e) hereof.

“Reimbursement Obligation” shall have the meaning set forth in Section 2.14(b) hereof.

“Release” shall have the meaning set forth in Section 5.7(c)(i) hereof.

“Reportable Compliance Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

“Reportable ERISA Event” shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder.

“Required Cape Town Registrations” shall have the meaning set forth in Section 4.13(c)(i) hereof.

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“Required Lenders” shall mean Lenders (not including Swing Loan Lender (in its capacity as such Swing Loan Lender) or any Defaulting Lender) holding at least fifty-one percent (51%) of either (a) the aggregate of (x) the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender) and (y) outstanding principal amount of the Term Loan or (b) after the termination of all commitments of Lenders hereunder, the sum of (x) the outstanding Revolving Advances, Swing Loans, and Term Loans, plus the Maximum Undrawn Amount of all outstanding Letters of Credit.

“Reserves” shall mean reserves against the Maximum Revolving Advance Amount, or the Formula Amount, including without limitation the Medicare/Medicaid Reserve and a reserve for any deferred social security taxes in respect of the fiscal year ended 2020, as Agent may reasonably deem proper and necessary from time to time in accordance with its Permitted Discretion.

“Reserve Percentage” shall mean as of any day the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).

“Responsible Officer” of any Person means any Executive Officer or Financial Officer of such Person.

“Restricted Payment” means any dividend or distribution on any Equity Interests of any Borrower or any of its Subsidiaries (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or application of any funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or any options to purchase or acquire any Equity Interest of any Borrower or its Subsidiaries.

“Restricted Payment Conditions” shall mean, at the time of determination with respect to payment of any Restricted Payment, as applicable, the following conditions shall be satisfied:

(a) if the Term Loan is outstanding:

(i) there shall be no more than two (2) Restricted Payment made during any fiscal year pursuant to Section 7.7(a);

(ii) such Restricted Payment shall be made after Agent’s receipt of (A) the annual financial statements in accordance with Section 9.7 and (B) the mandatory prepayment in accordance with Section 2.20(b);

(iii) no Event of Default shall have occurred or would occur after giving pro forma effect to such Restricted Payment;

(iv) immediately prior to, and after giving pro forma effect to such Restricted Payment, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.8 is not less than 1:25 to 1:00;

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(v) the aggregate amount of such Restricted Payments in any fiscal year shall not exceed the mandatory prepayment received by Agent in accordance with Section 2.20(b);

(vi) immediately prior to, and after giving pro forma effect to such Restricted Payment, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and

(vii) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

(b) if the Term Loan is no longer outstanding:

(i) there shall be no more than two (2) Restricted Payments made during any fiscal year pursuant to Section 7.7(a);

(ii) such Restricted Payment shall be made after Agent’s receipt of the annual financial statements in accordance with Section 9.7;

(iii) no Event of Default shall have occurred or would occur after giving pro forma effect to such Restricted Payment;

(iv) immediately prior to, and after giving pro forma effect to such Restricted Payment, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.8 is not less than 1:25 to 1:00; and

(v) immediately prior to, and after giving pro forma effect to such Restricted Payment, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and

(vi) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

For the avoidance of doubt, with respect to Restricted Payments made pursuant to Section 7.7(a), (i) there shall be no more than two (2) such Restricted Payments made during the fiscal year the Term Loan is paid in full and no longer outstanding and (ii) each condition set forth in clauses (a) and (b) above shall be satisfied prior to making each such Restricted Payment.

“Revolving Advances” shall mean Advances other than Letters of Credit, the Term Loan and the Swing Loans.

“Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to make Revolving Advances and participate in Swing Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount (if any) of such Lender.

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“Revolving Commitment Amount” shall mean, as to any Lender, the Revolving Commitment amount (if any) set forth below such Lender’s name on the signature page hereto (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“Revolving Commitment Percentage” shall mean, as to any Lender, the Revolving Commitment Percentage (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“Revolving Credit Note” shall mean, collectively, the promissory notes referred to in Section 2.1(a) hereof.

“Revolving Interest Rate” shall mean (a) with respect to Revolving Advances that are Domestic Rate Loans and Swing Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to LIBOR Rate Loans, the sum of the Applicable Margin plus the LIBOR Rate.

“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; provided that in no event shall the Sale and Leaseback Transactions permitted under this Agreement exceed $50,000,000 in the aggregate; provided further that the Net Proceeds received in respect of the Sale Leaseback Transactions shall be applied in accordance with Section 2.20(a)(i).

“Sanctioned Country” shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law.

“Sanctioned Person” shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

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“Secured Parties” shall mean, collectively, Agent, Issuer, Swing Loan Lender and Lenders, together with any Affiliates of Agent or any Lender to whom any Hedge Liabilities or Cash Management Liabilities are owed and with each other holder of any of the Obligations, and the respective successors and assigns of each of them.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Settlement” shall have the meaning set forth in Section 2.6(d) hereof.

“Settlement Date” shall have the meaning set forth in Section 2.6(d) hereof.

“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.

“Special Canadian Proceeds” means any amounts received by the Borrowers relating to written-off collections, settlements and insurance proceeds due to a certain damaged rotary aircraft previously disclosed to the Agent.

“Specified Contribution” shall have the meaning set forth in Section 6.5(b) hereof.

“State of Registration” means, in respect of an Aircraft, the United States or such other jurisdiction under the laws of which such Aircraft is registered.

“Subsidiary” shall mean of any Person a corporation or other entity of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

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

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“Subsidiary Stock” shall mean (a) with respect to the Equity Interests issued to a Borrower by any Subsidiary (other than a Foreign Subsidiary), 100% of such issued and outstanding Equity Interests, and (b) with respect to any Equity Interests issued to a Borrower by any Foreign Subsidiary (i) 100% of such issued and outstanding Equity Interests not constituting voting stock (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (ii) 65% (or a greater percentage that would not cause (or is not reasonably expected to cause) any U.S. shareholder of such Foreign Subsidiary to (x) include in income for any tax year an amount under Section 956 of the Code in excess of $1,000,000 after taking into account all applicable deductions, including, but not limited to, Section 245A of the Code and the Treasury Regulations issued thereunder or (y) have material adverse tax consequences, in each case, as determined by the Borrowing Agent in good faith in consultation with Agent) of such issued and outstanding Equity Interests constituting voting stock (within the meaning of Treas. Reg. Section 1.956-2(c)(2)).

“Swap” shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

“Swap Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender-Provided Interest Rate Hedge, or a Lender-Provided Foreign Currency Hedge.

“Swing Loan Lender” shall mean PNC, in its capacity as lender of the Swing Loans.

“Swing Loan Note” shall mean the promissory note described in Section 2.4(a) hereof.

“Swing Loans” shall mean the Advances made pursuant to Section 2.4 hereof.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.

“Term” shall have the meaning set forth in Section 13.1 hereof.

“Term Loan” shall have the meaning set forth in Section 2.3 hereof.

“Term Loan Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to fund a portion of the Term Loan in an aggregate principal equal to the Term Loan Commitment Amount (if any) of such Lender.

“Term Loan Commitment Amount” shall mean, as to any Lender, the term loan commitment amount (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the term loan commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

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“Term Loan Commitment Percentage” shall mean, as to any Lender, the Term Loan Commitment Percentage (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Term Loan Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“Term Loan Rate” shall mean (a) with respect to Term Loans that are Domestic Rate Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to Term Loans that are LIBOR Rate Loans, the sum of the Applicable Margin plus the LIBOR Rate.

“Termination Event” shall mean: (a) a Reportable ERISA Event with respect to any Pension Benefit Plan; (b) the withdrawal of any Borrower or any member of the Controlled Group from a Pension Benefit Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the providing of notice of intent to terminate a Pension Benefit Plan in a distress termination described in Section 4041(c) of ERISA; (d) the commencement of proceedings by the PBGC to terminate a Pension Benefit Plan; (e) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Benefit Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; (f) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of any Borrower or any member of the Controlled Group from a Multiemployer Plan; (g) a determination that any Pension Benefit Plan is considered an at risk plan (within the meaning of Section 430 of the Code or Section 303 of ERISA) or a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA) or in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon any Borrower or any member of the Controlled Group; (i) the existence with respect to any Plan of a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; (j) any failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Benefit Plan or the failure by any Borrower or a member of the Controlled Group to make any required contribution to a Multiemployer Plan; or (k) receipt of notice from the Internal Revenue Service that any Plan fails to satisfy the applicable requirements of Section 401 of the Code.

“Term Note” shall mean, collectively, the promissory notes described in Section 2.3 hereof.

“Third Party Payor” means Government Reimbursement Programs, Blue Cross and/or Blue Shield, private insurers, managed care plans and any other Person or entity which presently or in the future that reimburses or pays providers for Healthcare Services.

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“Third Party Payor Authorizations” means all participation agreements, provider or supplier agreements, enrollments, accreditations and billing numbers necessary to participate in and receive reimbursement from a Third Party Payor program, including all Medicare and Medicaid participation agreements.

“Transactions” shall have the meaning set forth in Section 5.5(a) hereof. “Transferee” shall have the meaning set forth in Section 16.3(d) hereof.

“TRICARE/CHAMPUS” means the Civilian Health and Medical Program of the Uniformed Service, a program of medical benefits covering former and active members of the uniformed services and certain of their dependents, financed and administered by the United States Departments of Defense, Health and Human Services and Transportation and established pursuant to 10 USC §§ 1071-1106, and all regulations promulgated thereunder including (1) all federal statutes (whether set forth in 10 USC §§ 1071-1106 or elsewhere) affecting TRICARE/CHAMPUS; and (2) all applicable rules, regulations (including 32 CFR 199), manuals, orders and other guidelines promulgated pursuant to or in connection with any of the foregoing that are binding and have the force of law in each case as may be amended, supplemented or otherwise modified from time to time.

“Undrawn Availability” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the sum of (i) the outstanding amount of Advances (other than the Term Loan) plus (ii) all amounts due and owing to any Borrower’s trade creditors which are outstanding sixty (60) days or more past their due date, plus (iii) fees and expenses incurred in connection with the Transactions for which Borrowers are liable but which have not been paid or charged to Borrowers’ Account.

“Unfunded Capital Expenditures” shall mean, as to any Borrower, without duplication, a Capital Expenditure funded (a) from such Borrower’s internally generated cash flow or (b) with the proceeds of a Revolving Advance or Swing Loan.

“Uniform Commercial Code” shall have the meaning set forth in Section 1.3 hereof. “USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Usage Amount” shall have the meaning set forth in Section 3.3 hereof.

1.3 Uniform Commercial Code Terms. All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “Uniform Commercial Code”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel paper” (and “electronic chattel paper” and “tangible chattel paper”), “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “financial asset”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “payment intangibles”, “proceeds”, “promissory note” “securities”, “software” and “supporting obligations” as and when used in the description of Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

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1.4 Certain Matters of Construction. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. 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. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Agent is a party, including references to any of the Other Documents, shall include any and all modifications, supplements or amendments thereto, any and all restatements or replacements thereof and any and all extensions or renewals thereof. Except as otherwise expressly provided for herein, all references herein to the time of day shall mean the time in New York, New York. Unless otherwise provided, all financial calculations shall be performed with Inventory valued on an average cost basis. Whenever the words “including” or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. A Default or an Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Required Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Lenders. Wherever the phrase “to the best of Borrowers’ knowledge” or words of similar import relating to the knowledge or the awareness of any Borrower are used in this Agreement or Other Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of any Borrower or (ii) the knowledge that a senior officer would have obtained if he/she had engaged in a good faith and diligent performance of his/her duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder.

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1.5 LIBOR Notification. Section 3.8.2. of this Agreement provides a mechanism for determining an alternate rate of interest in the event that the London interbank offered rate is no longer available or in certain other circumstances. The Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Rate” or with respect to any alternative or successor rate thereto, or replacement rate therefor.

II. ADVANCES, PAYMENTS.

2.1 Revolving Advances.

(a) Amount of Revolving Advances. Subject to the terms and conditions set forth in this Agreement specifically including Sections 2.1(b) and (c), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount, less the outstanding amount of Swing Loans, less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, less Reserves established hereunder or (y) an amount equal to the sum of:

(i) up to 85% of (x) Eligible Non-IPM Receivables and (y) Eligible IPM Receivables that are due or unpaid not more than 120 days after the original billing date, plus

(ii) the lesser of (A) up to 65% (together with the advance rate set forth in Section 2.1(a)(y)(i), collectively, the “Advance Rates”) of Eligible IPM Receivables that are due or unpaid more than 120 days after the original billing date but not more than 150 days after the original billing date and (B) $5,000,000, minus

(iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus

(iv) Reserves established hereunder.

The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections 2.1 (a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding anything to the contrary contained in the foregoing or otherwise in this Agreement, the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit less Reserves established hereunder or (ii) the Formula Amount.

(b) Discretionary Rights. The Advance Rates may be increased or decreased by Agent at any time and from time to time in the exercise of its Permitted Discretion. Each Borrower consents to any such increases or decreases and acknowledges that decreasing the Advance Rates or increasing or imposing Reserves may limit or restrict Advances requested by Borrowing Agent. Notwithstanding anything to the contrary herein, the amount of any such

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Reserve or change will have a reasonable relationship to the event, condition or other matter that is the basis for such Reserve or such change as determined by Agent in its Permitted Discretion. Prior to the occurrence of an Event of Default or Default, Agent shall give Borrowing Agent five (5) Business Days’ prior written notice of its intention to decrease the Advance Rates; provided, however, no Borrower nor any Guarantor shall have any right of action whatsoever against Agent for, and Agent shall not be liable for any damages resulting from, the failure of Agent to provide the prior notice contemplated in this sentence. In furtherance of the foregoing, Agent, in its Permitted Discretion, may further adjust the Formula Amount by applying percentages (known as “liquidity factors”) to Eligible IPM Receivables by payor class based upon the Borrowers’ actual recent collection history (over no more than a 12 month period) for each such payor class (e.g., Medicare, Medicaid, commercial insurance, etc.) in a manner consistent with Agent’s underwriting practices and procedures. Such liquidity factors may be adjusted by Agent throughout the Term as warranted by Agent’s underwriting practices and procedures and using its Permitted Discretion. The rights of Agent under this subsection are subject to the provisions of Section 16.2(b).

(c) Medicare/Medicaid/TRICARE Sublimit. Notwithstanding anything to the contrary in Section 2.1(a), the aggregate amount of Eligible IPM Receivables comprised of Medicare Receivables, Medicaid Receivables and TRICARE/CHAMPUS Receivables shall not exceed $7,500,000 after application of the applicable Advance Rate.

2.2 Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances.

(a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 3:00 p.m. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation under this Agreement, become due, the same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and such request shall be irrevocable.

(b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a LIBOR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice by no later than 3:00 p.m. on the day which is three (3) Business Days prior to the date such LIBOR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of $100,000 and in integral multiples of $50,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for LIBOR Rate Loans shall be for one, two or three months; provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. Any Interest Period that begins on the last Business Day of a calendar month (or 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. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, no LIBOR Rate Loan shall be made available to any Borrower. After giving effect to each requested LIBOR Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(e), there shall not be outstanding more than five (5) LIBOR Rate Loans, in the aggregate.

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(c) Each Interest Period of a LIBOR Rate Loan shall commence on the date such LIBOR Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term.

(d) Borrowing Agent shall elect the initial Interest Period applicable to a LIBOR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 3:00 p.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert such LIBOR Rate Loan to a Domestic Rate Loan subject to Section 2.2(e) below.

(e) Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a LIBOR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan. If Borrowing Agent desires to convert a loan, Borrowing Agent shall give Agent written notice by no later than 3:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a LIBOR Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable LIBOR Rate Loan) with respect to a conversion from a LIBOR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is to a LIBOR Rate Loan, the duration of the first Interest Period therefor.

(f) At its option and upon written notice given prior to 3:00 p.m. at least three (3) Business Days prior to the date of such prepayment, any Borrower may, subject to Section 2.2(g) hereof, prepay the LIBOR Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are LIBOR Rate Loans and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof.

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(g) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any LIBOR Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.

(h) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any LIBOR Rate Loans) to make or maintain its LIBOR Rate Loans, the obligation of Lenders (or such affected Lender) to make LIBOR Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected LIBOR Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected LIBOR Rate Loans or convert such affected LIBOR Rate Loans into loans of another type. If any such payment or conversion of any LIBOR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBOR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.

(i) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire LIBOR deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate. The provisions set forth herein shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing based on the LIBOR Rate by acquiring LIBOR deposits for each Interest Period in the amount of the LIBOR Rate Loans.

2.3 Term Loan. Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, will make a term loan to Borrowers in the amount equal to such Lender’s Term Loan Commitment Percentage of $35,000,000 (the “Term Loan”). The Term Loan shall be advanced on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: consecutive equal quarterly installments of principal each in an amount equal to $1,750,000 commencing January 1, 2021 and continuing on the first day of each quarter thereafter during the Term followed by a final payment on the last day of the Term of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses. The Term Loan shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. The Term Loan may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan as a LIBOR Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (i) shall apply. In the event the outstanding principal balance of the Term Loans at such time exceeds forty percent (40%) of the net orderly liquidation value of the Aircraft Collateral (as so determined pursuant to an appraisal performed pursuant to Section 4.7), then, promptly upon Agent’s demand for same, Borrowers shall make a mandatory prepayment of the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof so as to eliminate such excess.

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2.4 Swing Loans.

(a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future.

(b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason.

(c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its

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participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

2.5 Disbursement of Advance Proceeds. All Advances shall be disbursed from whichever office or other place Agent may designate from time to time and, together with any and all other Obligations of Borrowers to Agent or Lenders, shall be charged to Borrowers’ Account on Agent’s books. The proceeds of each Revolving Advance or Swing Loan requested by Borrowing Agent on behalf of any Borrower or deemed to have been requested by any Borrower under Sections 2.2(a), 2.6(b) or 2.14 hereof shall, (i) with respect to requested Revolving Advances, to the extent Lenders make such Revolving Advances in accordance with Section 2.2(a), 2.6(b) or 2.14 hereof, and with respect to Swing Loans made upon any request or deemed request by Borrowing Agent for a Revolving Advance to the extent Swing Loan Lender makes such Swing Loan in accordance with Section 2.4(b) hereof, be made available to the applicable Borrower on the day so requested by way of credit to such Borrower’s operating account at PNC, or such other bank as Borrowing Agent may designate following notification to Agent, in immediately available federal funds or other immediately available funds or, (ii) with respect to Revolving Advances deemed to have been requested by any Borrower or Swing Loans made upon any deemed request for a Revolving Advance by any Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request. During the Term, Borrowers may use the Revolving Advances and Swing Loans by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof.

2.6 Making and Settlement of Advances.

(a) Each borrowing of Revolving Advances shall be advanced according to the applicable Revolving Commitment Percentages of Lenders holding the Revolving Commitments (subject to any contrary terms of Section 2.22). The Term Loan shall be advanced according to the applicable Term Loan Commitment Percentages of Lenders holding the Term Loan Commitments. Each borrowing of Swing Loans shall be advanced by Swing Loan Lender alone.

(b) Promptly after receipt by Agent of a request or a deemed request for a Revolving Advance pursuant to Section 2.2(a) and, with respect to Revolving Advances, to the extent Agent elects not to provide a Swing Loan or the making of a Swing Loan would result in the aggregate amount of all outstanding Swing Loans exceeding the maximum amount permitted in Section 2.4(a), Agent shall notify Lenders holding the Revolving Commitments of its receipt of such request specifying the information provided by Borrowing Agent and the apportionment among Lenders of the requested Revolving Advance as determined by Agent in accordance with the terms hereof. Each Lender shall remit the principal amount of each Revolving Advance to Agent such that Agent is able to, and Agent shall, to the extent the applicable Lenders have made funds available to it for such purpose and subject to Section 8.2, fund such Revolving Advance to Borrowers in U.S. Dollars and immediately available funds at the Payment Office prior to the close of business, on the applicable borrowing date; provided that if any applicable Lender fails to remit such funds to Agent in a timely manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Advance of such Lender on such borrowing date, and such Lender shall be subject to the repayment obligation in Section 2.6(c) hereof.

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(c) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender holding a Revolving Commitment that such Lender will not make the amount which would constitute its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, Agent may (but shall not be obligated to) assume that such Lender has made such amount available to Agent on such date in accordance with Section 2.6(b) and may, in reliance upon such assumption, make available to Borrowers a corresponding amount. Agent will promptly notify Borrowing Agent of its receipt of any such notice from a Lender. In such event, if a Lender has not in fact made its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, then the applicable Lender and Borrowers severally agree to pay to Agent on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrowers through but excluding the date of payment to Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) (x) the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (y) such amount or (B) a rate determined by Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by Borrower, the Revolving Interest Rate for Revolving Advances that are Domestic Rate Loans. If such Lender pays its share of the applicable Revolving Advance to Agent, then the amount so paid shall constitute such Lender’s Revolving Advance. Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Lender holding a Revolving Commitment that shall have failed to make such payment to Agent. A certificate of Agent submitted to any Lender or Borrower with respect to any amounts owing under this paragraph (c) shall be conclusive, in the absence of manifest error.

(d) Agent, on behalf of Swing Loan Lender, shall demand settlement (a “Settlement”) of all or any Swing Loans with Lenders holding the Revolving Commitments on at least a weekly basis, or on any more frequent date that Agent elects or that Swing Loan Lender at its option exercisable for any reason whatsoever may request, by notifying Lenders holding the Revolving Commitments of such requested Settlement by facsimile, telephonic or electronic transmission no later than 3:00 p.m. on the date of such requested Settlement (the “Settlement Date”). Subject to any contrary provisions of Section 2.22, each Lender holding a Revolving Commitment shall transfer the amount of such Lender’s Revolving Commitment Percentage of the outstanding principal amount (plus interest accrued thereon to the extent requested by Agent) of the applicable Swing Loan with respect to which Settlement is requested by Agent, to such account of Agent as Agent may designate not later than 5:00 p.m. on such Settlement Date if requested by Agent by 3:00 p.m., otherwise not later than 5:00 p.m. on the next Business Day. Settlements may occur at any time notwithstanding that the conditions precedent to making Revolving Advances set forth in Section 8.2 have not been satisfied or the Revolving Commitments shall have otherwise been terminated at such time. All amounts so transferred to Agent shall be applied against the amount of outstanding Swing Loans and, when so applied shall constitute Revolving Advances of such Lenders accruing interest as Domestic Rate Loans. If any such amount is not transferred to Agent by any Lender holding a Revolving Commitment on such Settlement Date, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.6(c).

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(e) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral.

2.7 Maximum Advances. The aggregate balance of Revolving Advances plus Swing Loans outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or (b) the Formula Amount.

2.8 Manner and Repayment of Advances.

(a) The Revolving Advances and Swing Loans shall be due and payable in full on the last day of the Term subject to earlier prepayment as herein provided. The Term Loan shall be due and payable as provided in Section 2.3 hereof and shall be due and payable in full on the last day of the Term, subject to mandatory prepayments as herein provided. Notwithstanding the foregoing, all Advances shall be subject to earlier repayment upon (x) acceleration upon the occurrence of an Event of Default under this Agreement or (y) termination of this Agreement. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Advances (other than the Term Loan) shall be applied, first to the outstanding Swing Loans and next, pro rata according to the applicable Revolving Commitment Percentages of Lenders, to the outstanding Revolving Advances (subject to any contrary provisions of Section 2.22). Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Term Loan shall be applied to the Term Loan pro rata according to the Term Loan Commitment Percentages of Lenders in the inverse order of maturities thereof.

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(b) Each Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received by Agent. Agent shall conditionally credit Borrowers’ Account for each item of payment on the next Business Day after the Business Day on which such item of payment is received by Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with respect to such item, as the “Application Date”) Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account for the amount of any item of payment which is returned, for any reason whatsoever, to Agent unpaid. Subject to the foregoing, Borrowers agree that for purposes of computing the interest charges under this Agreement, each item of payment received by Agent shall be deemed applied by Agent on account of the Obligations on its respective Application Date. Borrowers further agree that there is a monthly float charge payable to Agent for Agent’s sole benefit, in an amount equal to (y) the face amount of all items of payment received each day during the prior month (including items of payment received by Agent as a wire transfer or electronic depository check) multiplied by (z) the Revolving Interest Rate with respect to Domestic Rate Loans for one day (i.e. Revolving Interest Rate divided by 360 or 365/366 as applicable). The monthly float charge shall be calculated daily and charged once per month, relating to all payments collected in the prior month. All proceeds received by Agent shall be applied to the Obligations in accordance with Section 4.8(h).

(c) All payments of principal, interest and other amounts payable hereunder, or under any of the Other Documents shall be made to Agent at the Payment Office not later than 1:00 p.m. Eastern Standard Time on the due date therefor in Dollars in federal funds or other funds immediately available to Agent. Agent shall have the right to effectuate payment of any and all Obligations due and owing hereunder by charging Borrowers’ Account or by making Advances as provided in Section 2.2 hereof.

(d) Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest, fees and other amounts payable hereunder shall be made without deduction, setoff or counterclaim and shall be made to Agent on behalf of Lenders to the Payment Office, in each case on or prior to 1:00 p.m., in Dollars and in immediately available funds.

2.9 Repayment of Excess Advances. If at any time the aggregate balance of outstanding Revolving Advances, Term Loans, Swing Loans, and/or Advances taken as a whole exceeds the maximum amount of such type of Advances and/or Advances taken as a whole (as applicable) permitted hereunder, such excess Advances shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or an Event of Default has occurred.

2.10 Statement of Account. Agent shall maintain, in accordance with its customary procedures, a loan account (“Borrowers’ Account”) in the name of Borrowers in which shall be recorded the date and amount of each Advance made by Agent or Lenders and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date and amount of any Advance shall not adversely affect Agent or any Lender. Each month, Agent shall send to Borrowing Agent a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent, Lenders and Borrowers during such month. The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest error and shall constitute an account stated between Lenders and Borrowers unless Agent receives a written statement of Borrowers’ specific exceptions thereto within thirty (30) days after such statement is received by Borrowing Agent. The records of Agent with respect to Borrowers’ Account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

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2.11 Letters of Credit.

(a) Subject to the terms and conditions hereof, Issuer shall issue or cause the issuance of standby and/or trade letters of credit denominated in Dollars (“Letters of Credit”) for the account of any Borrower except to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the outstanding Swing Loans, plus (iii) the Maximum Undrawn Amount of all outstanding Letters of Credit, plus (iv) the Maximum Undrawn Amount of the Letter of Credit to be issued to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Formula Amount (calculated without giving effect to the deductions provided for in Section 2.1(a)(y)((iii)). The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans. Letters of Credit that have not been drawn upon shall not bear interest (but fees shall accrue in respect of outstanding Letters of Credit as provided in Section 3.2 hereof).

(b) Notwithstanding any provision of this Agreement, Issuer shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Body or arbitrator shall by its terms purport to enjoin or restrain Issuer from issuing any Letter of Credit, or any Law applicable to Issuer or any request or directive (whether or not having the force of law) from any Governmental Body with jurisdiction over Issuer shall prohibit, or request that Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which Issuer is not otherwise compensated hereunder) not in effect on the date of this Agreement, or shall impose upon Issuer any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement, and which Issuer in good faith deems material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of Issuer applicable to letters of credit generally.

2.12 Issuance of Letters of Credit.

(a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason.

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(b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless the Agent, Issuer and Borrowing Agent agree for the Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) of this Agreement. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder.

(c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

2.13 Requirements For Issuance of Letters of Credit.

(a) Borrowing Agent shall authorize and direct any Issuer to name the applicable Borrower as the “Applicant” or “Account Party” of each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrowing Agent shall authorize and direct Issuer to deliver to Agent all instruments, documents, and other writings and property received by Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, and the application therefor.

(b) In connection with all trade Letters of Credit issued or caused to be issued by Issuer under this Agreement, each Borrower hereby appoints Issuer, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred: (i) to sign and/or endorse such Borrower’s name upon any warehouse or other receipts, and acceptances; (ii) to sign such Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (“Customs”) in the name of such Borrower or Issuer or Issuer’s designee, and to sign and deliver to Customs officials powers of attorney in the name of such Borrower for such purpose; and (iv) to complete in such Borrower’s name or Issuer’s, or in the name of Issuer’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent, Issuer nor their attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agent’s, Issuer’s or their respective attorney’s willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.

2.14 Disbursements, Reimbursement.

(a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively.

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(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Issuer will promptly notify Agent and Borrowing Agent. Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 p.m., on each date that an amount is paid by Issuer under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the amount so paid by Issuer. In the event Borrowers fail to reimburse Issuer for the full amount of any drawing under any Letter of Credit by 12:00 p.m., on the Drawing Date, Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 are then satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice.

(c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) make available to Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or Issuer of a drawing.

(d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the

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amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14.

(e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

2.15 Repayment of Participation Advances.

(a) Upon (and only upon) receipt by Agent for the account of Issuer of immediately available funds from Borrowers (i) in reimbursement of any payment made by Issuer or Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to Agent, or (ii) in payment of interest on such a payment made by Issuer or Agent under such a Letter of Credit, Agent will pay to each Lender holding a Revolving Commitment, in the same funds as those received by Agent, the amount of such Lender’s Revolving Commitment Percentage of such funds, except Agent shall retain the amount of the Revolving Commitment Percentage of such funds of any Lender holding a Revolving Commitment that did not make a Participation Advance in respect of such payment by Agent (and, to the extent that any of the other Lender(s) holding the Revolving Commitment have funded any portion such Defaulting Lender’s Participation Advance in accordance with the provisions of Section 2.22, Agent will pay over to such Non-Defaulting Lenders a pro rata portion of the funds so withheld from such Defaulting Lender).

(b) If Issuer or Agent is required at any time to return to any Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Borrowers to Issuer or Agent pursuant to Section 2.15(a) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each applicable Lender shall, on demand of Agent, forthwith return to Issuer or Agent the amount of its Revolving Commitment Percentage of any amounts so returned by Issuer or Agent plus interest at the Federal Funds Effective Rate.

2.16 Documentation. Each Borrower agrees to be bound by the terms of the Letter of Credit Application and by Issuer’s interpretations of any Letter of Credit issued on behalf of such Borrower and by Issuer’s written regulations and customary practices relating to letters of credit, though Issuer’s interpretations may be different from such Borrower’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following Borrowing Agent’s or any Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

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2.17 Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

2.18 Nature of Participation and Reimbursement Obligations. The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.18 under all circumstances, including the following circumstances:

(i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any Borrower, as the case may be, may have against Issuer, Agent, any Borrower or Lender, as the case may be, or any other Person for any reason whatsoever;

(ii) the failure of any Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in this Agreement for the making of a Revolving Advance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of Lenders to make Participation Advances under Section 2.14;

(iii) any lack of validity or enforceability of any Letter of Credit;

(iv) any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Borrower, Agent, Issuer or any Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), Issuer, Agent or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiaries of such Borrower and the beneficiary for which any Letter of Credit was procured);

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if Issuer or any of Issuer’s Affiliates has been notified thereof;

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(vi) payment by Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of Credit (provided that the foregoing shall not excuse Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw);

(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii) any failure by Issuer or any of Issuer’s Affiliates to issue any Letter of Credit in the form requested by Borrowing Agent, unless Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (3) Business Days after Issuer shall have furnished Agent and Borrowing Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix) the occurrence of any Material Adverse Effect;

(x) any breach of this Agreement or any Other Document by any party thereto;

(xi) the occurrence or continuance of an insolvency proceeding with respect to any Borrower or any Guarantor;

(xii) the fact that a Default or an Event of Default shall have occurred and be continuing;

(xiii) the fact that the Term shall have expired or this Agreement or the obligations of Lenders to make Advances have been terminated; and

(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

2.19 Liability for Acts and Omissions.

(a) As between Borrowers and Issuer, Swing Loan Lender, Agent and Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuer shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if Issuer or any of its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any

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other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuer, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve Issuer from liability for Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall Issuer or Issuer’s Affiliates be liable to any Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

(b) Without limiting the generality of the foregoing, Issuer and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on Issuer or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

(c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower, Agent or any Lender.

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2.20 Mandatory Prepayments.

(a) (i) Disposition of Aircraft Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Aircraft Collateral including pursuant to Sections 7.1(b)(ii), (iii), (vii), (ix) and (x), Borrowers shall repay the Advances (to the extent that the aggregate amount of Net Proceeds of all Dispositions are in excess of $5,000,000; provided that (i) during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances pursuant to this parenthetical phrase shall nonetheless be subject to Section 4.8(h)), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Aircraft Proceeds Application; (ii) if the Borrowing Agent shall, prior to the date of the required prepayment, deliver to the Agent a certificate of a Financial Officer of the Borrowing Agent to the effect that the Borrowing Agent 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 assets (other than securities or cash) to be used by the Borrowing Agent or any Subsidiary in a Permitted Business, and (iii) if 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 on or before the end of such initial 180 day period the Borrowing Agent or one or more other Borrowers or Subsidiaries shall have entered into a definitive agreement (and provided Agent written notice thereof) 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. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Subject to the Agreement Among Lenders, such repayments shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, (y) second, to repay any remaining Obligations arising from the Term Loans until paid in full and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments described in clause (z) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Aircraft Proceeds Application”).

(ii) Disposition of Other Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Collateral (other than Aircraft Collateral and Inventory in the Ordinary Course of Business) including pursuant to Sections 7.1(b)(iii), (vii), (ix) and (x), Borrowers shall repay the Advances (to the extent that the aggregate amount of Net Proceeds of all Dispositions are in excess of $5,000,000; provided that during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances pursuant to this parenthetical phrase shall nonetheless be subject to Section 4.8(h)), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Other Collateral Proceeds Application. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Subject to the Agreement Among Lenders, such repayments shall be applied (x) first, to the Revolving Advances until paid in full, (y) second, to

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the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, and (z) third, to repay any remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments described in clause (x) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Other Collateral Proceeds Application”).

(b) Borrowers shall prepay the outstanding amount of the Advances in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year commencing with the fiscal year ending December 31, 2021 payable upon delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than 120 days after the end of each such fiscal year, which amount shall be applied, subject to the Agreement Among Lenders, in the Order of Aircraft Proceeds Application. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.20(b), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements.

(c) In the event of any issuance or other incurrence of Indebtedness for borrowed money (other than Permitted Indebtedness so long as a Dominion Trigger Period has not occurred and is continuing at such time of issuance or incurrence) by Borrowers, Borrowers shall, no later than five (5) Business Days (or one (1) Business Day during a Dominion Trigger Period) after the receipt by Borrowers of the cash proceeds from any such issuance or incurrence of Indebtedness, repay the Advances in an amount equal to 100% of such Net Proceeds in the case of such incurrence or issuance of Indebtedness. Such repayments will be applied in the same manner as set forth in Section 2.20(b) hereof.

(d) All proceeds received by Borrowers (other than Special Canadian Proceeds) or Agent (i) under any insurance policy on account of damage or destruction of any assets or property of any Borrowers, or (ii) as a result of any taking or condemnation of any assets or property shall be applied in accordance with Section 6.6 hereof.

2.21 Use of Proceeds.

(a) Borrowers shall apply the proceeds of Advances to (i) repay existing indebtedness owed to Credit Suisse AG, (ii) pay fees and expenses relating to the transactions contemplated by this Agreement, (iii) partially fund Capital Expenditures, and (iv) provide for its working capital needs and reimburse drawings under Letters of Credit. Following the Closing Date, the timing and amount of requests for the Advances shall be based upon and consistent with the then-current or anticipated future cash needs of the Borrowers and their Subsidiaries (as determined in good faith by an Authorized Officer of Borrowing Agent).

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(b) Without limiting the generality of Section 2.21(a) above, neither the Borrowers, the Guarantors nor any other Person which may in the future become party to this Agreement or the Other Documents as a Borrower or Guarantor, intends to use nor shall they use any portion of the proceeds of the Advances, directly or indirectly, for any purpose in violation of Applicable Law.

2.22 Defaulting Lender.

(a) Notwithstanding anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.22 so long as such Lender is a Defaulting Lender.

(b) (i) except as otherwise expressly provided for in this Section 2.22, Revolving Advances shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting Lenders based on their respective Revolving Commitment Percentages, and no Revolving Commitment Percentage of any Lender or any pro rata share of any Revolving Advances required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances shall be applied to reduce such type of Revolving Advances of each Lender (other than any Defaulting Lender) holding a Revolving Commitment in accordance with their Revolving Commitment Percentages; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received or retained by it for the account of such Defaulting Lender.

(ii) fees pursuant to Section 3.3 hereof shall cease to accrue in favor of such Defaulting Lender.

(iii) if any Swing Loans are outstanding or any Letters of Credit (or drawings under any Letter of Credit for which Issuer has not been reimbursed) are outstanding or exist at the time any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then:

(A) Defaulting Lender’s Participation Commitment in the outstanding Swing Loans and of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment Percentages of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting Lender holding a Revolving Commitment plus such Lender’s reallocated Participation Commitment in the outstanding Swing Loans plus such Lender’s reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred and is continuing at such time;

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(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day following notice by Agent (x) first, prepay any outstanding Swing Loans that cannot be reallocated, and (y) second, cash collateralize for the benefit of Issuer, Borrowers’ obligations corresponding to such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so long as such Obligations are outstanding;

(C) if Borrowers cash collateralize any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit are cash collateralized;

(D) if Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated pursuant to clause (A) above, then the fees payable to Lenders holding Revolving Commitments pursuant to Section 3.2(a) shall be adjusted and reallocated to Non-Defaulting Lenders holding Revolving Commitments in accordance with such reallocation; and

(E) if all or any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized pursuant to clauses (A) or (B) above, then, without prejudice to any rights or remedies of Issuer or any other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit shall be payable to the Issuer (and not to such Defaulting Lender) until (and then only to the extent that) such Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and

(iv) so long as any Lender holding a Revolving Commitment is a Defaulting Lender, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless such Issuer is satisfied that the related exposure and Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit and all Swing Loans (after giving effect to any such issuance, amendment, increase or funding) will be fully allocated to Non-Defaulting Lenders holding Revolving Commitments and/or cash collateral for such Letters of Credit will be provided by Borrowers in accordance with clause (A) and (B) above, and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among Non- Defaulting Lenders in a manner consistent with Section 2.22(b)(iii)(A) above (and such Defaulting Lender shall not participate therein).

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(c) A Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents, and all amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Advances or a Revolving Commitment Percentage or Term Loan Commitment Percentage; provided, that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification described in clauses (i) or (ii) of Section 16.2(b).

(d) Other than as expressly set forth in this Section 2.22, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.22 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

(e) In the event that Agent, Borrowers, Swing Loan Lender and Issuer agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then Agent will so notify the parties hereto, and, if such cured Defaulting Lender is a Lender holding a Revolving Commitment, then Participation Commitments of Lenders holding Revolving Commitments (including such cured Defaulting Lender) of the Swing Loans and Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect the inclusion of such Lender’s Revolving Commitment, and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Revolving Commitment Percentage.

(f) If Swing Loan Lender or Issuer has a good faith belief that any Lender holding a Revolving Commitment has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless Swing Loan Lender or Issuer, as the case may be, shall have entered into arrangements with Borrowers or such Lender, satisfactory to Swing Loan Lender or Issuer, as the case may be, to defease any risk to it in respect of such Lender hereunder.

2.23 Payment of Obligations. Agent may charge to Borrowers’ Account as a Revolving Advance or, at the discretion of Swing Loan Lender, as a Swing Loan (i) all payments with respect to any of the Obligations required hereunder (including without limitation principal payments, payments of interest, payments of Letter of Credit Fees and all other fees provided for hereunder and payments under Sections 16.5 and 16.9) as and when each such payment shall become due and payable (whether as regularly scheduled, upon or after acceleration, upon maturity or otherwise), (ii) without limiting the generality of the foregoing clause (i), (a) all amounts expended by Agent or any Lender pursuant to Sections 4.2 or 4.3 hereof and (b) all expenses which Agent incurs in connection with the forwarding of Advance proceeds and the establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.8(h), and (iii) any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 3.3, 3.4, 4.4, 4.7, 6.4, 6.6, 6.7 and 6.8 hereof, and all

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amounts so charged shall be added to the Obligations and shall be secured by the Collateral. To the extent Revolving Advances are not actually funded by the other Lenders in respect of any such amounts so charged, all such amounts so charged shall be deemed to be Revolving Advances made by and owing to Agent and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender under this Agreement and the Other Documents with respect to such Revolving Advances.

III. INTEREST AND FEES.

3.1 Interest. Interest on Advances shall be payable in arrears on the first day of each month with respect to Domestic Rate Loans and, with respect to LIBOR Rate Loans, at the end of each Interest Period, provided further that all accrued and unpaid interest shall be due and payable at the end of the Term. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month at a rate per annum equal to (i) with respect to Revolving Advances, the applicable Revolving Interest Rate, (ii) with respect to Swing Loans, the Revolving Interest Rate for Domestic Rate Loans, and (iii) with respect to the Term Loan, the applicable Term Loan Rate (as applicable, the “Contract Rate”). Except as expressly provided otherwise in this Agreement, any Obligations other than the Advances that are not paid when due shall accrue interest at the Revolving Interest Rate for Domestic Rate Loans, subject to the provision of the final sentence of this Section 3.1 regarding the Default Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the applicable Contract Rate for Domestic Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. The LIBOR Rate shall be adjusted with respect to LIBOR Rate Loans without notice or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Obligations shall bear interest at the applicable Contract Rate plus two percent (2%) per annum (as applicable, the “Default Rate”).

3.2 Letter of Credit Fees.

(a) Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the daily face amount of each outstanding Letter of Credit multiplied by the Applicable Margin for Revolving Advances consisting of LIBOR Rate Loans, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of 0.125% per annum times the daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term. (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by

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Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum.

(b) On demand at any time following the occurrence of an Event of Default, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such Event of Default, without the requirement of any affirmative action by any party), or upon the expiration of the Term or any other termination of this Agreement (and also, if applicable, in connection with any mandatory prepayment under Section 2.20), Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s possession at any time. Agent may, in its discretion, invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree (or, in the absence of such agreement, as Agent may reasonably select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial Code or under any other Applicable Law to pay interest on such cash collateral being held by Agent. No Borrower may withdraw amounts credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full of all Obligations; (y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on any such cash collateral and any right, title and interest of Borrowers in any deposit account, securities account or investment account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically including all Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit, Agent may use such cash collateral to pay and satisfy such Obligations.

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3.3 Facility Fee. If, for any day in each calendar quarter during the Term, the daily unpaid balance of the sum of Revolving Advances plus Swing Loans plus the Maximum Undrawn Amount of all outstanding Letters of Credit (the “Usage Amount”) does not equal the Maximum Revolving Advance Amount, then Borrowers shall pay to Agent, for the ratable benefit of Lenders holding the Revolving Commitments based on their Revolving Commitment Percentages, a fee at a rate equal to (i) if the Usage Amount during the preceding calendar quarter was less than 50% of the Revolving Commitments of all of the Lenders, one-half of one percent (0.50%) per annum or (ii) if the Usage Amount during the preceding calendar quarter was equal to or greater than 50% of the Revolving Commitments of all of the Lenders, thirty-seven one hundredths and five one thousandths of one percent (0.375%) per annum, in each case, for each such day the amount by which the Maximum Revolving Advance Amount on such day exceeds such Usage Amount (the “Facility Fee”). Such Facility Fee shall be payable to Agent in arrears on the first Business Day of each calendar quarter with respect to each day in the previous calendar quarter.

3.4 Collateral Evaluation Fee and Fee Letter.

(a) Borrowers shall pay to Agent promptly at the conclusion of any collateral evaluation performed by or for the benefit of Agent (whether such examination is performed by Agent’s employees or by a third party retained by Agent), including, without limitation, any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which evaluation is undertaken by Agent or for Agent’s benefit, a collateral evaluation fee in an amount equal to $1,500 (or such other amount customarily charged by Agent to its customers per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked), plus a per examination field exam management fee in the amount of $2,500 for new facilities, and $1,500 for recurring examinations (or, in each case, such other amount customarily charged by Agent to its customers), plus all costs and disbursements incurred by Agent in the performance of such examination or analysis, and further provided that if third parties are retained to perform such collateral evaluations, either at the request of another Lender or for extenuating reasons determined by Agent in its sole discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of Borrower and shall not be subject to the foregoing limits.

(b) Borrowers shall pay the amounts required to be paid in the Fee Letter in the manner and at the times required by the Fee Letter.

(c) All of the fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.7 hereof shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers.

3.5 Computation of Interest and Fees. Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the applicable Contract Rate during such extension.

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3.6 Maximum Charges. In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate.

3.7 Increased Costs. In the event that any Applicable Law or any Change in Law or compliance by any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or Lender and any corporation or bank controlling Agent, Swing Loan Lender, any Lender or Issuer and the office or branch where Agent, Swing Loan Lender, any Lender or Issuer (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

(a) subject Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.10 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender);

(b) impose, modify or deem applicable any reserve, special deposit, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of any , including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or

(c) impose on any Lender or the London interbank LIBOR market any other condition, loss or expense (other than Taxes) affecting this Agreement or any Other Document or any Advance made by any Lender, or any Letter of Credit or participation therein;

and the result of any of the foregoing is to increase the cost to any Lender of making, converting to, continuing, renewing or maintaining its Advances hereunder by an amount that such Lender deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that such Lender deems to be material, then, in any case Borrowers shall promptly pay Lender, upon its demand, such additional amount as will compensate such Lender for such additional cost or such reduction, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the LIBOR Rate, as the case may be. Such Lender shall certify the amount of such additional cost or reduced amount to Borrowing Agent, and such certification shall be conclusive absent manifest error.

3.8 Alternate Rate of Interest.

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3.8.1 Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that:

(a) reasonable means do not exist for ascertaining the LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or

(b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank LIBOR market, with respect to an outstanding LIBOR Rate Loan, a proposed LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a LIBOR Rate Loan; or

(c) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or

(d) the LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any LIBOR Rate Loan,

then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of LIBOR Rate Loan, (ii) any Domestic Rate Loan or LIBOR Rate Loan which was to have been converted to an affected type of LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Rate Loan, and (iii) any outstanding affected LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected LIBOR Rate Loan, shall be converted into an unaffected type of LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of LIBOR Rate Loan or maintain outstanding affected LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of LIBOR Rate Loan into an affected type of LIBOR Rate Loan.

3.8.2. Successor LIBOR Rate Index.

(e) Benchmark Replacement. Notwithstanding anything to the contrary herein or in the Other Documents, if the Agent determines that a Benchmark Transition Event or an Early Opt-in Event has occurred, the Agent and the Borrower may amend this Agreement to replace the LIBOR Rate with a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m. on the fifth (5^th) Business Day after the Agent has provided such proposed amendment

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to all Lenders, so long as the Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Until the Benchmark Replacement is effective, each advance, conversion and renewal of a LIBOR Rate Loan will continue to bear interest with reference to the LIBOR Rate; provided, however, during a Benchmark Unavailability Period (i) any pending selection of, conversion to or renewal of a LIBOR Rate Loan that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of a Domestic Rate Loan, (ii) all outstanding LIBOR Rate Loans shall automatically be converted to Domestic Rate Loans at the expiration of the existing Interest Period (or sooner, if Agent cannot continue to lawfully maintain such affected LIBOR Rate Loan) and (iii) the component of the Alternate Base Rate based upon the LIBOR Rate will not be used in any determination of the Alternate Base Rate.

(f) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in the Other Documents, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(g) Notices; Standards for Decisions and Determination. The Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or Lenders pursuant to this Section 3.8.2 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.8.2.

(h) Certain Defined Terms. As used in this Section 3.8.2:

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBOR Rate for U.S. dollar-denominated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than one percent (1.00%), the Benchmark Replacement will be deemed to be one percent (1.00%) for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the LIBOR Rate with an alternate benchmark rate for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower (a) giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Rate with

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the applicable Benchmark Replacement (excluding such spread adjustment) by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for such replacement of the LIBOR Rate for U.S. dollar denominated credit facilities at such time and (b) which may also reflect adjustments to account for (i) the effects of the transition from the LIBOR Rate to the Benchmark Replacement and (ii) yield- or risk-based differences between the LIBOR Rate and the Benchmark Replacement.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the LIBOR Rate:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBOR Rate permanently or indefinitely ceases to provide the LIBOR Rate; or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the LIBOR Rate:

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

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

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(3) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate or a Governmental Body having jurisdiction over the Agent announcing that the LIBOR Rate is no longer representative.

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBOR Rate and solely to the extent that the LIBOR Rate has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBOR Rate for all purposes hereunder in accordance with Section 3.8.2 and (y) ending at the time that a Benchmark Replacement has replaced the LIBOR Rate for all purposes hereunder pursuant to Section 3.8.2.

“Early Opt-in Event” means a determination by the Agent that U.S. dollar denominated credit facilities being executed at such time, or that include language similar to that contained in this Section 3.8.2, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

3.9 Capital Adequacy.

(a) In the event that Agent, Swing Loan Lender or any Lender shall have determined that any Applicable Law or guideline regarding capital adequacy, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition.

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(b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

3.10 Taxes.

(a) Any and all payments by or on account of any Obligations hereunder or under any Other Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided that if Borrowers shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Agent, Swing Loan Lender, Lender, Issuer or Participant, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrowers shall make such deductions, and (iii) Borrowers shall timely pay the full amount deducted to the relevant Governmental Body in accordance with Applicable Law.

(b) Without limiting the provisions of Section 3.10(a) above, Borrowers shall timely pay any Other Taxes to the relevant Governmental Body in accordance with Applicable Law.

(c) Each Borrower shall indemnify Agent, Swing Loan Lender, each Lender, Issuer and any Participant, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent, Swing Loan Lender, such Lender, Issuer, or such Participant, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment or liability delivered to Borrowers by any Lender, Swing Loan Lender, Participant, or Issuer (with a copy to Agent), or by Agent on its own behalf or on behalf of Swing Loan Lender, a Lender or Issuer, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Body, Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or under any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any Other Document shall deliver to Borrowers (with a copy to Agent), at the time or times prescribed by Applicable Law or reasonably requested by Borrowers or Agent, such

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properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, Agent shall be entitled to withhold United States federal income taxes at the full thirty percent (30%) withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income Tax Regulations or other Applicable Law. Further, Agent is indemnified under § 1.1461-1(e) of the United States Income Tax Regulations against any claims and demands of any Lender, Issuer or assignee or participant of a Lender or Issuer for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Code. In addition, any Lender, if requested by Borrowers or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowers or Agent as will enable Borrowers or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States of America, any Foreign Lender (or other Lender) shall deliver to Borrowers and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender (or other Lender) becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrowers or Agent, but only if such Foreign Lender (or other Lender) is legally entitled to do so), whichever of the following is applicable:

(i) two (2) duly completed and executed originals of IRS Form W- 8BEN or IRS Form W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii) two (2) duly completed and executed originals of IRS Form W- 8ECI,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two (2) duly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E,

(iv) to the extent a Foreign Lender is not the beneficial owner, two (2) duly completed and executed originals of IRS Form W-8IMY, accompanied by IRS Form W- 8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lenders are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct or indirect partner,

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(v) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers to determine the withholding or deduction required to be made, or

(vi) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to Agent two (2) duly completed and executed originals of an IRS Form W-9 or any other form prescribed by Applicable Law demonstrating that such Lender is exempt from U.S. federal backup withholding tax.

Each Lender, Swing Loan Lender, Participant, Issuer, or Agent agrees that if any form it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers or Agent (in the case of Swing Loan Lender, Lender, Participant or Issuer) in writing of its inability to do so.

(f) If a payment made to a Lender, Swing Loan Lender, Participant, Issuer, or Agent under this Agreement or any Other Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Person fails 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, Swing Loan Lender, Participant, Issuer, or Agent shall deliver to the Agent (in the case of Swing Loan Lender, a Lender, Participant or Issuer) and Borrowers (A) a certification signed by a Financial Officer of such Person, (B) such documentation prescribed by law at such time or times reasonably requested by Borrowers or Agent (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and (C) other documentation reasonably requested by Agent or any Borrower sufficient for Agent and Borrowers to comply with their obligations under FATCA and to determine that Swing Loan Lender, such Lender, Participant, Issuer, or Agent has complied with such applicable reporting requirements or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) If Agent, Swing Loan Lender, Lender, Participant or Issuer determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section, it shall pay to Borrowers an amount equal to such refund (but only to the extent of indemnity payments made by Borrowers under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund); net of all out-of-pocket expenses of the Agent, Swing Loan Lender, such Lender, Participant, or Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Body with respect to such refund), provided that Borrowers, upon the request of Agent, Swing Loan Lender, such Lender, Participant, or Issuer, agrees to repay the amount paid over to Borrowers pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to Agent, Swing Loan Lender, such Lender, Participant or Issuer in the event Agent, Swing Loan Lender, such Lender, Participant or Issuer is required to repay such refund to such Governmental Body. This Section shall not be construed to require Agent, Swing Loan Lender, any Lender, Participant, or Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrowers or any other Person.

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3.11 Replacement of Lenders. If any Lender (an “Affected Lender”) (a) makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7 or 3.10 hereof, (b) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in Section 2.2(h) hereof, (c) is a Defaulting Lender, or (d) denies any consent requested by the Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section 2.2(h) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Agent pursuant to Section 16.2(b) hereof, as the case may be, by notice in writing to the Agent and such Affected Lender (i) request the Affected Lender to cooperate with Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (the “Replacement Lender”); (ii) request the non-Affected Lenders to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as provided herein, but none of such Lenders shall be under any obligation to do so; or (iii) propose a Replacement Lender subject to approval by Agent in its good faith business judgment. If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, then such Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, and other rights and obligations under this Loan Agreement and the Other Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender.

IV. COLLATERAL: GENERAL TERMS

4.1 Security Interest in the Collateral. To secure the prompt payment and performance to Agent, Issuer and each Lender (and each other holder of any Obligations) of the Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located. Each Borrower shall mark its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Borrower shall provide Agent with written notice of all commercial tort claims promptly upon the occurrence of any events giving rise to any such claim(s) (regardless of whether legal proceedings have yet been commenced), such notice to contain a brief description of the claim(s), the events out of which such claim(s) arose and the parties against which such claims may be asserted and, if applicable in any case where legal proceedings regarding such claim(s) have been commenced, the case title together with the applicable court and docket number. Upon delivery of each such notice, such Borrower shall be deemed to thereby grant to Agent a security interest and lien in and to such commercial tort claims described therein and all proceeds thereof. Each Borrower shall provide Agent with written notice promptly upon becoming the beneficiary under any letter of credit that has a face amount of more than $1,000,000 or otherwise obtaining any right, title or interest in any letter of credit rights, and shall promptly, but in any event within fifteen (15) Business Days, notify the Agent thereof in writing and, at the reasonable request of the Agent, shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, use commercially reasonable efforts to either (a) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Agent of the proceeds of the letter of credit, or (b) arrange for the Agent to become the transferee beneficiary of the letter of credit.

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4.2 Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code, Cape Town Convention or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

4.3 Preservation of Collateral. Following the occurrence of a Default or Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Borrower’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Borrower’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Borrowers’ owned or leased property. Each Borrower shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.

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4.4 Ownership and Location of Collateral.

(a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s equipment and Inventory shall be located as set forth on Schedule 4.4 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and equipment to the extent permitted in Section 7.1(b) hereof, or solely with respect to the Aircraft Collateral, to the extent permitted in Section 7.18 hereof.

(b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) or other Collateral (except for Aircraft Collateral) other than those locations listed on Schedule 4.4; (ii) Schedule 4.4 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; (iv) Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with the names and addresses of any landlords; and (v) the Aircraft Collateral Certificate (including the certification delivered on the Closing Date) sets forth, among other things, a complete list of the Aircraft Collateral Owners and country of present location with respect to the Aircraft Collateral.

4.5 Defense of Agent’s and Lenders’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period neither Borrower nor any of its Subsidiaries shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower shall defend Agent’s interests in the Collateral against any and all Persons whatsoever. At any time following demand by Agent for payment of all Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, with respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code or other Applicable Law. Each Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Borrower’s possession, they, and each of them, shall be held by such Borrower in trust as Agent’s trustee, and such Borrower will immediately deliver them to Agent in their original form together with any necessary endorsement.

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4.6 Inspection of Premises. At all reasonable times and from time to time as often as Agent shall elect in its Permitted Discretion (provided that unless an Event of Default has occurred and is continuing, Agent shall have provided at least seven (7) days’ notice of any such inspection), (i) Agent and each Lender shall have full access to and the right to audit, check, inspect and make abstracts and copies from each Borrower’s books, records, audits, correspondence and all other papers relating to the Collateral and the operation of each Borrower’s business and (ii) Agent, any Lender and their agents may enter upon any premises of any Borrower (unless an Event of Default has occurred and is continuing, at any time during business hours and at any other reasonable time, from time to time as often as Agent shall elect in its sole discretion), for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Borrower’s business.

4.7 Appraisals. Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time but not more frequently than once in any calendar year so long as no Event of Default has occurred and is continuing, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ assets. Absent the occurrence and continuance of an Event of Default at such time, Agent shall, with the Borrowing Agent’s written consent (such written consent not to be unreasonably withheld), identify such firm; it being understood that, in any event, any appraisal with respect to Aircraft Collateral shall be (a) from an internationally recognized firm of independent aircraft appraisers satisfactory to Agent in its Permitted Discretion, (b) the scope and methodology (including, to the extent relevant, any sampling procedure employed by such appraisal company) agreed to by Agent in its Permitted Discretion; provided that unless an Event of Default has occurred and is continuing, such appraisal shall be a “desktop” appraisal, and (c) prepared on the basis of customary market practices and procedures and any relevant guidelines and the code of ethics established by the International Society of Transport Aircraft Traders.

4.8 Receivables; Deposit Accounts and Securities Accounts.

(a) Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of a Borrower, or work, labor or services theretofore rendered by a Borrower as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Borrower’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrowers to Agent.

(b) Each Customer, to the best of each Borrower’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due. With respect to such Customers of any Borrower who are not solvent, such Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

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(c) Each Borrower’s chief executive office is located as set forth on Schedule 4.4. Until written notice is given to Agent by Borrowing Agent of any other office at which any Borrower keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

(d) Subject to Section 4.8(i), Borrowers shall instruct their Customers to deliver all remittances upon Receivables (whether paid by check or by wire transfer of funds) to such Blocked Account(s) and/or Depository Accounts (and any associated lockboxes) as Agent shall designate from time to time as contemplated by Section 4.8(h) or as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing, subject to Section 4.8(i), to the extent any Borrower directly receives any remittances upon Receivables, such Borrower shall, at such Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent all amounts received on Receivables, and shall not commingle such collections with any Borrower’s funds or use the same except to pay Obligations, and shall as soon as possible and in any event no later than one (1) Business Day after the receipt thereof (i) in the case of remittances paid by check, deposit all such remittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into such Blocked Accounts(s) and/or Depository Account(s). Subject to Section 4.8(i), each Borrower shall deposit in the Blocked Account and/or Depository Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness.

(e) Except with respect to the Government Lockbox Accounts and the Government Lockbox, at any time following the occurrence of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in and Lien on, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Except with respect to the Government Lockbox Accounts and the Government Lockbox, at any time after the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery and postage, telephone, facsimile, telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers’ Account and added to the Obligations.

(f) Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Borrower at any post office box/lockbox maintained by Agent for Borrowers or at any other business premises of Agent; and (ii) at any time

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following the occurrence of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to sue upon or otherwise collect, extend the time of payment of, settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; (H) to accept the return of goods represented by any of the Receivables; (I) to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate; and (J) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid.

(g) Neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom.

(h) Subject to Section 4.8(i), all proceeds of Collateral shall be deposited by Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Except with respect to the Excluded Accounts, Government Lockbox Accounts and the Government Lockbox, each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account. At any time during a Dominion Trigger Period, Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing, the disposition of funds in the Blocked Accounts and Depository Accounts (any such instructions, an “Activation Notice”) to Agent on a daily basis, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) at Agent. Prior to the Dominion Trigger Period, the Borrowers shall retain the right to direct the disposition of funds in the Blocked Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time that no Dominion Trigger Period shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Dominion Trigger Period shall exist at any time thereafter). All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security interest of Agent for its own benefit and the ratable benefit of Issuer, Lenders and all other holders of the Obligations, and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any

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responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. Borrowing Agent shall notify each Customer of any Borrower (other than a Government Account Debtor) to send all future payments owed to a Borrower by such Customer, including, but not limited to, payments on any Receivable, to a Blocked Account or Depository Account, (i) with respect to any Person that is a Customer of any Borrower on the Closing Date, within thirty (30) days of the Closing Date and (ii) with respect to any Person that is not a Customer on the Closing Date, promptly upon such Person becoming a Customer of a Borrower. If any Borrower shall receive any collections or other proceeds of the Collateral, such Borrower shall hold such collections or proceeds in trust for the benefit of Agent and, during a Dominion Trigger Period, deposit such collections or proceeds into a Blocked Account or Depository Account within one (1) Business Day following such Borrower’s receipt thereof. All Deposit Accounts, investment accounts and other bank accounts of any Borrower or Guarantor, including, without limitation, all Blocked Accounts and Depository Accounts are described and set forth on Schedule 4.8(h) hereto.

(i) Each Borrower shall maintain one or more Government Lockbox Accounts with a Lockbox Bank. Each Borrower shall execute with Agent and the Lockbox Bank a Government Depositary Agreement with respect to each Government Lockbox Account and Government Lockbox. Each Government Depositary Agreement shall provide, among other things, that (A) the Lockbox Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Government Lockbox Account and/or Government Lockbox other than for payment of its service fees and other charges directly related to the administration of such Government Lockbox Account and/or such Government Lockbox and for returned checks or other items of payment, and (B) pursuant to the sweep instructions of the applicable Borrower, the Lockbox Bank will forward, by daily sweep, all amounts in the Government Lockbox Account and in the Government Lockbox to a Blocked Account and/or Depository Accounts. Each Borrower hereby agrees that it will not change any sweep instruction set forth in any Government Depositary Agreement without the prior written consent of the Agent.

(j) No Borrower will, without Agent’s consent, compromise or adjust any material amount of the Receivables (or extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Borrower.

(k) All deposit accounts (including all Blocked Accounts, Depository Accounts, Government Lockbox Accounts and Government Lockboxes), securities accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.8(h). No Borrower shall open any new deposit account, securities account or investment account (other than an Excluded Account) unless (i) Borrowers shall have given at

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least ten (10) days prior written notice to Agent and Agent has consented in writing, and (ii) (x) if such account (other than Government Lockbox Accounts and the Government Lockbox) is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Borrower and Agent shall first have entered into an account control agreement in form and substance satisfactory to Agent sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account within thirty (30) days of opening such account and (y) if such account is a Government Lockbox Account or Government Lockbox is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Borrower and Agent shall first have entered into a Government Depositary Agreement in accordance with Section 4.8(i) over such account within thirty (30) days of opening such account.

4.9 Inventory. To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

4.10 Maintenance of Equipment. The Aircraft Collateral shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the equipment shall be maintained and preserved, other than Aircraft or Engines in long-term storage. Borrowers will, and will cause their Subsidiaries to, cause the Aircraft, including each Engine, and each Part, to be operated in accordance with manufacturer’s, supplier’s or service provider’s mandatory instructions or manuals pertaining to same. Neither Borrower nor any of its Subsidiaries shall use or operate the equipment in violation of any law, statute, ordinance, code, rule or regulation. Borrowers agree, and shall cause their Subsidiaries to agree, that Borrowers or their Subsidiaries, as applicable, will not operate, use or maintain the Aircraft, including each Engine, and each Part, in violation of any airworthiness certificate, license or registration relating to the Aircraft. In the event that any law, rule or regulation or order applicable to the Aircraft requires alteration, repair or modification of the Aircraft, Borrowers shall, at Borrowers’ expense, conform thereto, or obtain conformance therewith, maintain the same in proper operating condition under such laws, rules, regulations and orders, and any such modifications shall immediately, without further act, become the property of Borrowers.

4.11 Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

4.12 Financing Statements. Except with respect to the financing statements filed by Agent, financing statements described on Schedule 1.2(a), and financing statements filed in connection with Permitted Encumbrances, no financing statement covering any of the Collateral or any proceeds thereof is or will be on file in any public office.

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4.13 State of Registration, Ownership and Perfection Requirements of Aircraft Collateral.

(a) State of Registration. Borrower shall at all times cause and maintain each Aircraft to be duly registered with (i) the FAA or (ii) the Aviation Authority in a State of Registration that is a Contracting State other than the United States (each such State of Registration, together with Papua New Guinea, the Philippines, and Trinidad and Tobago, a “Permitted Foreign Jurisdiction”); provided that (i) on the Closing Date all Aircraft will be duly registered with the FAA, (ii) all Aircraft Collateral that is used and/or operated in connection with Healthcare Services shall at all times be registered with the FAA, and (iii) Domestic Aircraft Collateral NOLV shall not be less than $150,000,000; provided further that, unless agreed to by Agent in its Permitted Discretion, Borrower shall not cause or permit any Aircraft to be deregistered with the FAA (i) at any time that Domestic Aircraft Collateral NOLV is less than $150,000,000, or (ii) if at any time Domestic Aircraft Collateral NOLV shall be less than $150,000,000 upon deregistration of any such Aircraft with the FAA.

(b) Ownership. Each Aircraft Collateral Owner shall at all times be (i) a Borrower or Guarantor hereunder and (ii) organized under the laws of any State of the United States of America or the District of Columbia or such other jurisdiction agreed to by Agent in its Permitted Discretion on a case-by-case basis in respect of each such Aircraft Collateral Owner.

(c) Perfection Requirements. Subject to Section 4.13(c)(iii) below, Borrower shall, at its sole cost and expense, take or cause to be taken all steps necessary from time to time to perfect and maintain Agent’s first priority perfected security interest (subject only to Permitted Encumbrances) in the Aircraft Collateral (the “Perfection Requirements”), as set forth below:

(i) with respect to all Aircraft Collateral, each Borrower shall register or cause to be registered or consent to the registration with the International Registry of, and shall take such further actions as may be necessary or desirable, or that the Agent may reasonably request, to effect the registration with the International Registry (including any documents, instruments or filings in the State of Registration to give effect to such registrations) of: (i) the International Interest, if any, created by this Agreement with respect to such Aircraft or Engine; (ii) the International Interest provided for in any Cape Town Lease to which such Borrower is a lessor or lessee; (iii) the assignment to the Agent of each International Interest described in clause (ii); and (iv) with respect to any after-acquired Aircraft Collateral in accordance with Section 6.19, the contract of sale with respect to any Aircraft by which title to such Aircraft is conveyed by or to such Borrower (collectively, the “Required Cape Town Registrations”); provided that (1) on or prior to the date that an Aircraft or Engine is owned by any Borrower, the relevant Borrower shall cause its International Registry administrator (acting directly or through a Transacting User Entity (as defined in the Cape Town Convention) or a Professional User Entity (as defined in the Cape Town Convention) to whom it has given an authorization) to commence effecting the applicable registrations with the International Registry described in clauses (i) through (iv) above (or if such registrations require receipt after such date from the applicable relevant governmental entity of any codes, such later date that is as promptly as reasonably practicable after receipt of such codes, provided that such codes are procured diligently and within the customary time period for the applicable jurisdiction in accordance with the advice of counsel to the Borrower in the applicable jurisdiction and such Borrower shall inform the Agent if such counsel advises the Borrower that

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such counsel anticipates the time period for the issuance of such codes will be significantly longer than customary time periods for issuance of similar codes in such jurisdiction) and (2) in connection with any registrations with the International Registry described in clause (ii) and (iii) above, the Agent shall be registered as the holder of the right to discharge such registrations. To the extent that (A) the Agent’s consent is required for any such registration, or (B) the Agent is required to initiate any such registration, the Agent shall cause such consent or such initiation of such registration to be effected at the request of the Borrower, and no Borrower shall be in breach of this section should the Agent fail to do provided that such failure is not a result of any act or omission by Borrower; provided further that the Required Cape Town Registrations shall not be required if the burden or cost outweighs the benefit afforded thereby as determined by Agent in its Permitted Discretion.

(ii) with respect to all Aircraft Collateral, inclusion of the Aircraft and Engines in a New York law Aircraft Mortgage, completion of the applicable requirements set forth in such Aircraft Mortgage and, to the extent possible in the applicable jurisdiction and/or under Applicable Law, filing and maintaining such Aircraft Mortgage with the FAA (including any supplements or modifications from time to time in relation thereto), execution of an Irrevocable Deregistration and Export Authorization Request (“IDERA”) in favor of the Agent in form and substance reasonably acceptable to the Agent, and filing of such IDERA with the applicable Aviation Authority, as confirmed by an opinion of legal counsel in the applicable jurisdiction addressed to and in a form reasonably acceptable to Agent; provided, that no IDERA shall be required to be obtained or filed (a) in any Permitted Foreign Jurisdiction that is not a Contracting State or (b) if determined by the Agent in its Permitted Discretion that the burden or cost outweighs the benefit afforded thereby;

(iii) and in addition to the foregoing, solely with respect to any Aircraft Collateral to be registered in a Permitted Foreign Jurisdiction, prior to or contemporaneously with such registration the Investment Payment Conditions shall have been satisfied.

4.14 Investment Property.

(a) If a Loan Party shall become entitled to receive or shall receive any certificate, option or rights in respect of the Pledged Equity hereunder, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Equity, or otherwise in respect thereof, such Loan Party shall accept the same as the agent of Agent, hold the same in trust for Agent deliver the same forthwith to Agent in the exact form received, duly indorsed by such Loan Party to Agent, if required, together with an undated instrument of transfer covering such certificate duly executed in blank by such Loan Party, to be held by Agent, subject to the terms hereof, as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right to request that (i) any sums paid upon or in respect of such Equity Interests upon the liquidation or dissolution of any issuer thereof shall be paid over to Agent to be held by it hereunder as additional Collateral for the Obligations, and (ii) in case any distribution of capital shall be made on or in respect of such Equity Interests or any property shall be distributed upon or with respect to such Equity Interests pursuant to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall, and unless otherwise subject to a perfected Lien in favor of Agent, be delivered to Agent to be held by it hereunder as additional Collateral for the

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Obligations. Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of such Equity Interests shall be received by such Loan Party, such Loan Party shall if so requested by Agent, until such money or property is paid or delivered to Agent, hold such money or property in trust for Agent, segregated from other funds of such Loan Party, as additional Collateral for the Obligations.

(b) Without the prior written consent of Agent, such Loan Party will not create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Equity Interests or proceeds thereof, or any interest therein, except for Permitted Encumbrances.

(c) If an Event of Default shall occur and be continuing and Agent shall give notice of its intent to exercise such rights to the relevant Loan Parties Agent shall have the right to receive any and all cash dividends and distributions, payments or other proceeds paid in respect of the Equity Interests and make application thereof in accordance with Section 11.5.

(d) UPON THE OCCURRENCE OF AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH LOAN PARTY HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS ITS PROXY AND ATTORNEY-IN-FACT WITH RESPECT TO THE PLEDGED EQUITY, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED EQUITY, WITH FULL POWER OF SUBSTITUTION TO DO SO. If no Event of Default has occurred and is continuing hereunder, Loan Party shall retain the right, where applicable, to vote and give consents with respect to the Pledged Equity for all purposes not inconsistent with the provisions of this Agreement and the Other Documents, and Agent shall, if necessary, execute due and timely proxies in favor of Loan Party for this purpose.

V. REPRESENTATIONS AND WARRANTIES.

Each Borrower represents and warrants as follows:

5.1 Authority. Each Borrower has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Borrower, and this Agreement and the Other Documents to which it is a party constitute the legal, valid and binding obligation of such Borrower enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents to which it is a party (a) are within such Borrower’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law or the terms of such Borrower’s Organizational Documents or to the conduct of such Borrower’s business or undertaking to which such Borrower is a party or by which such Borrower is bound, (b) will not conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Borrower under the provisions of any agreement, instrument, or other document to which such Borrower is a party or by which it or its property is a party or by which it may be bound.

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5.2 Formation and Qualification; Investment Property.

(a) Each Borrower is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any amendment or changes thereto.

(b) The only Subsidiaries of each Borrower are listed on Schedule 5.2(b).

(c) All of the Pledged Equity has been duly and validly issued and is fully paid and non-assessable.

5.3 Survival of Representations and Warranties. All representations and warranties of such Borrower contained in this Agreement and the Other Documents to which it is a party shall be true at the time of such Borrower’s execution of this Agreement and the Other Documents to which it is a party, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.

5.4 Tax Returns. Each Borrower’s federal tax identification number is set forth on Schedule 5.4. Each Borrower has filed all federal, state and local tax returns and other reports that each is required by law to file and has paid all taxes, assessments, fees and other governmental charges that are due and payable except (a) Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. The provision for taxes on the books of each Borrower is adequate for all years not closed by applicable statutes, and for its current fiscal year, and no Borrower has any knowledge of any material deficiency or additional assessment in connection therewith not provided for on its books.

5.5 Financial Statements.

(a) The pro forma funds flow of Borrowers on a Consolidated Basis (the “Pro Forma Funds Flow”) furnished to Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement (collectively, the “Transactions”) and is accurate, complete and correct and fairly reflects the financial condition of Borrowers on a Consolidated Basis as of the Closing Date after giving effect to the Transactions. The Pro Forma Funds Flow has been certified as accurate, complete and correct in all material respects by a Responsible Officer of Borrowing Agent.

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(b) The twelve-month income statement projections for the period from July 2020 through June 2021, the six-month cash flow and balance sheet projections for the period from January 2021 through June 2021 and the annual income statement, balance sheet and cash flow projections for the fiscal years 2020, 2021, 2022 and 2023, in each case, of Borrowers on a Consolidated Basis, copies of which are annexed hereto as Exhibit 5.5(b) (the “Projections”) were prepared by a Financial Officer of PHI Group, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Borrowers’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Funds Flow are referred to as the “Pro Forma Financial Statements”.

(c) The consolidated balance sheets of Borrowers, and such other Persons described therein, as of December 31, 2019, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application to which such accountants concur and present fairly the financial position of Borrowers at such date and the results of their operations for such period. Since December 31, 2019 there has been no change in the condition, financial or otherwise, of Borrowers as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, equipment and Real Property owned by Borrowers, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse.

5.6 Entity Names. No Borrower has been known by any other company or corporate name, as applicable, in the past five (5) years and does not sell Inventory under any other name except as set forth on Schedule 5.6, nor has any Borrower been the surviving corporation or company, as applicable, of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years.

5.7 Environmental Compliance; Flood Insurance.

(a) Except as set forth on Schedule 5.7 hereto or as could not reasonably be expected to have a Material Adverse Effect, each Borrower is in compliance with Environmental Laws and there are no outstanding citations, notices of violation or orders of non-compliance issued to any Borrower or relating to its business or Equipment under any Environmental Law.

(b) Except as set forth on Schedule 5.7 hereto or as could not reasonably be expected to have a Material Adverse Effect, each Borrower has been issued all federal, state and local licenses, certificates or permits (collectively, “Approvals”) required for the operation of the commercial business of any Borrower pursuant to any applicable Environmental Law, and all such Approvals are in full force and effect.

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(c) Except as set forth on Schedule 5.7 or as could not reasonably be expected to have a Material Adverse Effect: (i) to Borrower’s knowledge, there have been no releases, spills, discharges, leaks or disposal (collectively referred to as “Releases”) of Hazardous Materials at, upon, under or migrating from or onto any Real Property owned, leased or occupied by any Borrower, except for Releases in compliance with Environmental Laws; (ii) to Borrower’s knowledge, there are no underground storage tanks or polychlorinated biphenyls on any Real Property, except for such underground storage tanks or polychlorinated biphenyls that are present in compliance with Environmental Laws; and (iii) the Real Property has never been used by any Borrower to treat, store or dispose of Hazardous Materials, except as authorized by Environmental Laws.

(d) To the extent Borrowers have granted a Mortgage to Agent, for the benefit of itself and the Lenders, all Material Real Property owned by Borrowers is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage in amounts sufficient to insure the assets and risks of each such Borrower if and to the extent required under any applicable Flood Law and in general accordance with prudent business practice in the industry of such Borrower. To the extent Borrowers have granted a Mortgage to Agent, for the benefit of itself and the Lenders, each Borrower has taken all actions if and to the extent required under the Flood Laws and/or requested by Agent in its Permitted Discretion to assist in ensuring that each Lender is in material compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure located upon any Material Real Property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, if and to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral in general accordance with prudent business practice.

5.8 Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.

(a) (i) Before and after giving effect to the Transactions, each Borrower is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, (ii) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities, and (iii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) is in excess of the amount of its liabilities.

(b) Except as disclosed in Schedule 5.8(b)(i), no Borrower has any pending or threatened litigation, arbitration, actions or proceedings. No Borrower has any outstanding Indebtedness other than the Obligations, except for (i) Indebtedness disclosed in Schedule 5.8(b)(ii) and (ii) Indebtedness otherwise permitted under Section 7.8 hereof.

(c) No Borrower is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower in violation of any order of any court, Governmental Body or arbitration board or tribunal. Each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, except as would not reasonably be expected have a Material Adverse Effect.

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(d) No Termination Event has occurred, except as would not reasonably be expected to have a Material Adverse Effect. No Borrower or member of the Controlled Group (i) has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA except as would not reasonable be expected to have a Material Adverse Effect, or (ii) maintains any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code, other than as would not reasonably be expected to have a Material Adverse Effect.

5.9 Patents, Trademarks, Copyrights and Licenses. All Intellectual Property owned or utilized by any Borrower: (i) is set forth on Schedule 5.9; (ii) is valid and has been duly registered or filed with all appropriate Governmental Bodies; and (iii) constitutes all of the intellectual property rights which are necessary for the operation of its business. There is no objection to, pending challenge to the validity of, or proceeding by any Governmental Body to suspend, revoke, terminate or adversely modify, any such Intellectual Property and no Borrower is aware of any grounds for any challenge or proceedings, except as set forth in Schedule 5.9 hereto. All Intellectual Property owned or held by any Borrower consists of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof.

5.10 Licenses and Permits. Except as set forth in Schedule 5.10 and except with respect to Healthcare Authorizations, each Borrower (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits (including accreditation by the appropriate Governmental Bodies and industry accreditation agencies required by Applicable Law for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to procure such licenses or permits could reasonably be expected to have a Material Adverse Effect.

5.11 Default of Indebtedness. No Borrower is in default in the payment of the principal of or interest on any Indebtedness or under any instrument or agreement under or subject to which any Indebtedness has been issued and no event has occurred under the provisions of any such instrument or agreement which with or without the lapse of time or the giving of notice, or both, constitutes or would constitute an event of default thereunder.

5.12 No Default. No Default or Event of Default has occurred.

5.13 No Burdensome Restrictions. No Borrower is party to any contract or agreement the performance of which could reasonably be expected to have a Material Adverse Effect. No Borrower has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance.

5.14 No Labor Disputes. No Borrower is involved in any labor dispute; there are no strikes or walkouts or union organization of any Borrower’s employees threatened or in existence and no labor contract is scheduled to expire during the Term other than as set forth on Schedule 5.14 hereto.

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5.15 Margin Regulations. No Borrower is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.

5.16 Investment Company Act. No Borrower is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.

5.17 Disclosure. No representation or warranty made by any Borrower in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to any Borrower or which reasonably should be known to such Borrower which such Borrower has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which could reasonably be expected to have a Material Adverse Effect.

5.18 [Reserved].

5.19 [Reserved].

5.20 Swaps. No Borrower is a party to, nor will it be a party to, any swap agreement whereby such Borrower has agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination following an event of default thereunder are payable on an unlimited “two-way basis” without regard to fault on the part of either party.

5.21 Business and Property of Borrowers. Upon and after the Closing Date, Borrowers and their Subsidiaries do not propose to engage in any business other than the Permitted Businesses. On the Closing Date, each Borrower will, and will cause its Subsidiaries to, own all the property and possess all of the rights and Consents necessary for the conduct of the business of such Borrower or its Subsidiaries.

5.22 Ineligible Securities. Borrowers and its Subsidiaries do not intend to use and shall not use any portion of the proceeds of the Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter, Ineligible Securities being underwritten by a securities Affiliate of Agent or any Lender.

5.23 Federal Securities Laws. Neither Borrowers or any of their Subsidiaries (i) are required to file periodic reports under the Exchange Act, (ii) have any securities registered under the Exchange Act or (iii) have filed a registration statement that has not yet become effective under the Securities Act.

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5.24 Equity Interests. The authorized and outstanding Equity Interests of each Borrower and its Subsidiaries, and each legal and beneficial holder thereof as of the Closing Date, are as set forth on Schedule 5.24(a) hereto. All of the Equity Interests of each Borrower and its Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Borrower or its Subsidiaries or any of the shareholders of any Borrower or its Subsidiaries is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Borrowers and its Subsidiaries. Except as set forth on Schedule 5.24(c), no Borrower or any if its Subsidiaries has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

5.25 Commercial Tort Claims. No Borrower has any commercial tort claims except as set forth on Schedule 5.25 hereto.

5.26 Letter of Credit Rights. As of the Closing Date, no Borrower has any letter of credit rights except as set forth on Schedule 5.26 hereto.

5.27 [Reserved].

5.28 Certificate of Beneficial Ownership. The Certificate of Beneficial Ownership executed and delivered to Agent and Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. The Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Other Documents.

5.29 Healthcare Authorizations. During the past three (3) years, each Healthcare Borrower (a) has, or has made timely application for in accordance with applicable Healthcare Laws, all Healthcare Authorizations necessary to carry on the business of such Borrower, and have made all declarations and filings with, all applicable Governmental Bodies necessary to engage in the ownership, management and operation of each such Borrower’s business and assets, in each case, except where failure to do so would not have a Material Adverse Effect, and (b) has not received a citation which could reasonably be expected to have a Material Adverse Effect, nor has any knowledge that any Governmental Bodies considering limiting, suspending or revoking any such Healthcare Authorization which limitation, suspension or revocation could reasonably be expected to have a Material Adverse Effect. All of such Healthcare Authorizations are valid and in full force and effect and each Healthcare Borrower is in compliance with the terms and conditions of all such Healthcare Authorizations, except where failure to be in such compliance or for a Healthcare Authorization to be valid and in full force and effect would not have a Material Adverse Effect.

5.30 HIPAA Compliance. To the extent that and for so long as any Healthcare Borrower is a “covered entity” or “business associate” as either such term is defined under HIPAA, each such Borrower during the past three (3) years has complied with applicable HIPAA requirements, except where failure to be in such compliance would not have a Material Adverse Effect.

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5.31 Reimbursement; Third Party Payors. The items, goods and services provided in each Healthcare Borrower’s respective business are qualified for participation (to the extent such Borrower currently or hereafter participates) in the Government Reimbursement Programs, and each such Borrower is entitled to reimbursement under the Government Reimbursement Programs for items, goods and services rendered by such Borrower (to the extent such Borrower currently or hereafter participates therein) to qualified beneficiaries, and each such Borrower complies in all material respects with the conditions of participation (to the extent such Borrower currently or hereafter participates) in the Government Reimbursement Programs and the requirements thereof. Each Healthcare Borrower is in compliance in all material respects with contracts with Non-Government Payors and is entitled to reimbursement under such contracts. Without limitation, there is no condition not complied with that could reasonably be expected to jeopardize participation in any Government Reimbursement Program or related contracts or otherwise could reasonably be expected to have a Material Adverse Effect.

5.32 Other Healthcare Regulatory Matters. As of the Closing Date, except as disclosed on Schedule 5.32, no Borrower (i) is a party to a corporate integrity agreement, (ii) has any reporting obligations pursuant to a settlement agreement, or other remedial measure entered into with a Governmental Body with monetary obligations in excess of $250,000, or (iii) to the Borrower’s knowledge, is or has been a defendant in any qui tam/false claims act litigation.

5.33 Compliance with Healthcare Laws.

(a) Each Healthcare Borrower has timely filed or caused to be timely filed during the past three (3) years, all reports required by a Government Reimbursement Program with respect to the business operations of such Borrower, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of any Healthcare Borrower, there are no claims, actions or appeals pending (and no such Borrower has, during the past three (3) years, filed any claims or reports which could be reasonably expected to result in any such claims, actions or appeals) before any Governmental Body pertaining to such Borrower’s business operations including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of CMS, with respect to any Medicare or Medicaid reports or claims filed by such Borrower, or any disallowance by any Governmental Body in connection with any audit of such cost reports, in each case except as could not reasonably be expected to have a Material Adverse Effect.

(b) Each Healthcare Borrower currently is in compliance with all applicable Healthcare Laws, unless such non-compliance could not be reasonably expected to have a Material Adverse Effect.

(c) During the past three (3) years, no director, officer, shareholder (to the best of its knowledge), or Person with an “ownership or control interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Healthcare Borrower or the knowledge of any Healthcare Borrower, employee or agent: (1) has had a civil monetary penalty assessed against his or her personally pursuant to 42 U.S.C. §1320a-7a; (2) other than as disclosed on Schedule 5.38, has, prior to the Closing Date, been personally excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b); (3) has been personally convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518.

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(d) All Persons providing or delivering any Healthcare Services for or on behalf of any Healthcare Borrower (either as an employee, independent contractor or otherwise) are appropriately licensed in every jurisdiction in which they provide or deliver any such Healthcare Services on behalf of such Borrower, except where failure to do so would not have a Material Adverse Effect.

5.34 Information with Respect to Certain Aircraft. The information in the Aircraft Collateral Certificate delivered to the Agent from time to time is true, accurate, and complete.

VI. AFFIRMATIVE COVENANTS.

Each Borrower agrees, until payment in full of the Obligations and termination of this Agreement, that:

6.1 Compliance with Laws. Each Borrower shall, and shall cause its Subsidiaries to, comply in all material respects with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Borrower’s and its Subsidiaries’ business the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard).

6.2 Conduct of Business and Maintenance of Existence and Assets. Each Borrower shall, and shall cause its Subsidiaries to, (a) conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including all Intellectual Property and take all actions necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so could reasonably be expected to have a Material Adverse Effect.

6.3 Books and Records. Each Borrower shall keep proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Loan Parties.

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6.4 Payment of Taxes. Each Borrower shall, and shall cause its Subsidiaries to, pay, when due, all taxes, assessments and other Charges lawfully levied or assessed upon such Borrower and its Subsidiaries or any of the Collateral, including real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes. Agent will not pay any taxes, assessments or Charges to the extent that any applicable Borrower has Properly Contested those taxes, assessments or Charges. The amount of any payment by Agent under this Section 6.4 shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations and, until Borrowers shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has been made), Agent may hold without interest any balance standing to Borrowers’ credit and Agent shall retain its security interest in and Lien on any and all Collateral held by Agent.

6.5 Financial Covenants.

(a) Fixed Charge Coverage Ratio. The Borrowers shall cause to be maintained as of the end of each fiscal quarter beginning December 31, 2020, a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00, for the four (4) fiscal quarters then ended.

(b) Equity Cure Right. Notwithstanding the foregoing Section 6.5(a), if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) (a “Curable Default”), an equity contribution resulting from Borrowers issuing Equity Interests in exchange for cash, in an amount (the “Specified Contribution”) sufficient to, when added to Adjusted EBITDA as more fully set forth below, cause Borrowers to be in compliance with Section 6.5(a) after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8, will, at the written request of Borrowing Agent, and without duplicative effect, be included in the calculations of Adjusted EBITDA solely for the purposes of determining compliance with such financial covenant at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5(a); (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating Adjusted EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Adjusted EBITDA or that include Adjusted EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters; (d) there shall be no more than four (4) Specified Contributions made during the Term; and (e) the proceeds of all Specified Contributions will be paid to Agent and applied in accordance with the Order of Other Collateral Proceeds Application. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral or any other rights and remedies provided in Section 11.1. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.

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6.6 Insurance.

(a) Each Borrower shall, and shall cause its domestic Subsidiaries to, (i) keep all its insurable properties and properties in which such Borrower has an interest insured against the hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to such Borrower’s including business interruption insurance; (ii) maintain a bond in such amounts as is customary in the case of companies engaged in businesses similar to such Borrower insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers and employees who may either singly or jointly with others at any time have access to the assets or funds of such Borrower either directly or through authority to draw upon such funds or to direct generally the disposition of such assets; (iii) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; (iv) maintain all such worker’s compensation or similar insurance as may be required under the laws of any state or jurisdiction in which such Borrower is engaged in business; (v) furnish Agent with (A) copies of all policies and evidence of the maintenance of such policies by the renewal thereof before any expiration date, and (B) appropriate lender loss payable endorsements in form and substance satisfactory to Agent, naming Agent as an additional insured and mortgagee and/or lender loss payee (as applicable) as its interests may appear with respect to all insurance coverage referred to in clauses (i) and (iii) above, and providing (I) that all proceeds thereunder shall be payable to Agent, (II) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy, and (III) that such policy and lender loss payable clauses may not be cancelled, amended or terminated unless at least thirty (30) days prior written notice is given to Agent (or in the case of non-payment, at least ten (10) days prior written notice). In the event of any loss thereunder, the carriers named therein hereby are directed by Agent and the applicable Borrower to make payment for such loss to Agent and not to such Borrower and Agent jointly. If any insurance losses are paid by check, draft or other instrument payable to any Borrower and Agent jointly, Agent may endorse such Borrower’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash.

(b) To the extent Borrowers have granted a Mortgage to Agent, for the benefit of itself and the Lenders, each Borrower shall take all actions required under the Flood Laws and/or requested by Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral, and thereafter maintaining such flood insurance in full force and effect for so long as required by the Flood Laws.

(c) Agent is hereby authorized to approve claims under insurance coverage referred to in Sections 6.6(a)(i), and (iii) and 6.6(b) above. All loss recoveries received by Agent under any such insurance may be applied to the Obligations, in such order as Agent in its sole discretion shall determine. Any surplus shall be paid by Agent to Borrowers or applied as may be otherwise required by law. Any deficiency thereon shall be paid by Borrowers to Agent, on demand. If any Borrower fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of such Borrower, which payments shall be charged to Borrowers’ Account and constitute part of the obligations.

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(d) Aircraft Collateral Insurance. Each Borrower shall, or shall cause each relevant Lessee to, at Borrowers’ expense, maintain insurance respecting each of Borrower’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily insured against by other Persons engaged in same or similar businesses and similarly situated and located including, without limitation, the following coverages:

(i) Insurance Covering Aircraft and Engines. Aircraft hull all risks and aircraft hull war risks insurance in respect of each Aircraft owned or managed by any Borrower (both in flight and on the ground) and (ii) aircraft spare parts insurance (and cause aircraft hull war risks insurance endorsed to cover the foregoing Aircraft Collateral in respect of Engines not attached to any Aircraft), in each case, on an agreed value basis and (iii) in respect of engine parts and aviation related specialty tools, equipment and ramp/ground handling equipment, in each of clauses (i) and (ii), in an amount not less than $35,000,000 and otherwise in conformity with the requirements set forth below subsection (d) hereof and any requirements set forth in any relevant Aircraft Mortgage and in the case of (iii) in an amount equal to the replacement value.

(ii) Aircraft and other General Liability. Aircraft third party legal insurance (including, without limitation, bodily injury, property damage, personal injury, passenger legal liability, premises liability, hangar keepers legal liability and products liability and war risk and extended liability coverage in accordance with AVN 52D or AVN 52E) in respect of each Aircraft and each Engine owned or managed by any Borrower and other general aviation liability, in an amount not less than the minimum liability coverage (determined as $100,000,000 per aircraft for any one occurrence (but in respect of products and personal injury liability, this limit may be an aggregate limit for any and all losses occurring during the currency of the policy)) and upon such terms and conditions as are customary for similarly situated Borrowers, or, in the case of leased assets, in such amount and on such terms as are customary for operators of similar assets on similar routes and, in each case, acceptable to Agent, acting reasonably, and in accordance with the requirements set forth in subsection (d) hereof and the requirements set forth in any relevant Aircraft Mortgage.

(iii) Leased Aircraft / Engines. In lieu of the requirements of (i) and (ii) above, should any Aircraft or Engine owned or managed by any Borrower at any time be subject to an Aircraft Lease, Borrowers shall cause the lessee of such Aircraft or Engine to maintain throughout the term of such Aircraft Lease, the insurances described in (i) and (ii) above and, in each case, in conformity with the requirements set forth in (iv) below and with the requirements of any relevant Aircraft Mortgage in respect of such Aircraft or Engine.

(iv) Other Requirements. All insurance required by this Agreement shall: (i) if separate hull “all risks” and “war risks” insurances are arranged, include a 50/50 provision in accordance with market practice (AVS 103 is the current London market language); (ii) confirm that the insurers are not entitled to replace an Aircraft in the event of an insured Event of Loss; (iii) provide cover denominated in United States dollars and any other currencies that Grantor as lessor under any applicable Aircraft Lease may reasonably require in relation to liability insurance; and (iv) operate on a worldwide basis subject to such limitations and exclusions as may be contained in the applicable Aircraft Lease.

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(v) All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent in its Permitted Discretion and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). No later than the Closing Date, Borrower shall deliver insurance certificates to Agent for all insurance policies required above, which shall (i) name Agent and each Lender as an “additional insured” if such policy is a liability policy, (ii) name Agent for itself and on behalf of the Lenders as “contract party” or “loss payee” for all property, hull, or spares policy, and for all insurance required above, (iii) provide that, Agent and each Lender shall be notified in writing by the insurer(s) of any proposed cancellation, termination or material change in respect of such policy, at least thirty (30) days prior to any proposed cancellation, termination or material change and seven (7) days in respect of cancellation for war risk (or such lesser period that may be stated in any automatic termination provision in such policy), (iv) contain a waiver of subrogation in favor of Agent for itself and on behalf of the Lenders; (v) contain a breach of warranty provision in favor of the Agent and Lender, (vi) provide that the insurance shall be primary and without right of contribution from any other insurance which may be available to Agent and Lenders, (vii) provide that Agent and Lenders have no responsibility for premiums, warranties or representations to underwriters, except for such premium that may be directly attributable to a particular aircraft, engine or parts that are subject of a claim, and (viii) comply with the requirements of any relevant Aircraft Mortgage in respect of such Aircraft or Engine. If any Borrower or its Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims.

6.7 Payment of Indebtedness and Leasehold Obligations. Each Borrower shall, and shall cause its Subsidiaries to, pay, discharge or otherwise satisfy (i) at or before maturity (subject, where applicable, to specified grace periods) all its Indebtedness, except when the failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being Properly Contested, subject at all times to any applicable subordination arrangement in favor of Lenders and (ii) when due its rental obligations under all leases under which it is a tenant, and shall otherwise comply with all other terms of such leases and keep them in full force and effect, except when the failure to keep them in full force and effect could not reasonably be expected to have a Material Adverse Effect.

6.8 Environmental Matters. Each Borrower shall, following a grant of a Mortgage:

(a) Conduct all operations in compliance with all Environmental Laws and use any and all Hazardous Materials on any Real Property in compliance with Environmental Laws, except for failure to comply or manage that could not reasonably be expected to have a Material Adverse Effect.

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(b) Conduct any investigation or remedial action required pursuant to Environmental Law in response to any Hazardous Discharge or Environmental Complaint, except where the failure to conduct could not reasonably be expected to have a Material Adverse Effect.

6.9 Standards of Financial Statements. Each Borrower shall cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable).

6.10 Federal Securities Laws. Borrowers shall promptly notify Agent in writing if any Borrower or any of their Subsidiaries (i) is required to file periodic reports under the Exchange Act, (ii) registers any securities under the Exchange Act or (iii) files a registration statement under the Securities Act.

6.11 Execution of Supplemental Instruments. Each Borrower shall, and shall cause its Subsidiaries to, execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or documents relating to the Collateral, and such other instruments as Agent may request, in order that the full intent of this Agreement may be carried into effect.

6.12 Healthcare Operations.

(a) Each Healthcare Borrower shall maintain in full force and effect all Healthcare Authorizations necessary under Healthcare Laws (A) to carry on the business of such Borrower as it is conducted on the Closing Date, and (B) if such Borrower receives or has applied for reimbursements under any Government Reimbursement Program as part of its business, to continue to receive reimbursement thereunder (except for temporary periods of denial of immaterial payments) in substantial compliance with all requirements for participation in, and for the licensure required to provide the services that are reimbursable under, any Government Reimbursement Program, except, in each case, where failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) If any business of any Borrower is currently accredited by the Joint Commission or other accreditation agency, body or organization, each such Borrower shall (i) maintain such accreditation in good standing and without material limitation or impairment, (ii) timely submit to the Joint Commission or such other accreditation agency, body or organization a plan of correction for any deficiencies listed on any Joint Commission or such other accreditation agency, body or organization accreditation survey report, and (iii) cure all such deficiencies within such time frame as is necessary to preserve and maintain in good standing and without material limitation or impairment such Joint Commission or such other accreditation agency, body or organization accreditation, except, in each case, where failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, this section shall not prevent any Borrower from terminating its accreditation by the Joint Commission or such other accreditation agency, body or organization and obtaining accreditation by another healthcare accreditation agency to the extent such accreditation entity complies with the requirements of all Government Reimbursement Programs and other Third Party Payor programs.

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6.13 Government Receivables. Each Borrower, as applicable, shall take all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of Claims Act (other than IPM Receivables owing from a Government Account Debtor), the Uniform Commercial Code and all other applicable state or local statutes or ordinances and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of any contract between any Borrower and the United States, any state or any department, agency or instrumentality of any of them.

6.14 [Reserved].

6.15 Keepwell. If it is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified ECP Loan Party, each Borrower hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non- Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 6.15, or otherwise under this Agreement or any Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the Other Documents. Each Qualified ECP Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.

6.16 Certificate of Beneficial Ownership and Other Additional Information . Borrowers shall provide to Agent and the Lenders: (i) confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Agent and Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to Agent and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such other information and documentation as may reasonably be requested by Agent or any Lender from time to time for purposes of compliance by Agent or such Lender with applicable laws (including without limitation the USA Patriot Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by Agent or such Lender to comply therewith.

6.17 COVID-19 Assistance.

(a) Medicare Accelerated Payment Covenants. Each Loan Party or any of its Subsidiaries that receives one or more Medicare Accelerated Payments shall use the proceeds thereof exclusively for the uses permitted pursuant to the Applicable Laws of such Medicare program and otherwise comply in all material respects with the Applicable Laws of such Medicare program.

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(b) Provider Relief Payment Covenants. In the event any Loan Party or any of its Subsidiaries elects to retain all or any portion of one or more CARES Act Provider Relief Payments (or any other grants, reimbursements or other payments received under or in connection with CARES and Other COVID-19 Laws (other than any Medicare Accelerated Payment), such Loan Party shall use the proceeds thereof exclusively for uses that are permitted pursuant to the applicable CARES and Other COVID-19 Laws and otherwise comply in all material respects with the terms of the CARES and Other COVID-19 Laws applicable thereto (including, for the avoidance of doubt, the Relief Fund Payment Terms and Conditions published by HHS).

6.18 Post-Closing Obligations. Borrowers shall cause the conditions set forth on Schedule 6.18 hereto to be satisfied in full, on or before the date specified for each such condition, time being of the essence, and each to be reasonably satisfactory, in form and substance as applicable, to Agent in its Permitted Discretion.

6.19 After-Acquired Aircraft Collateral. Upon the acquisition by any Borrower or any Guarantor after the Closing Date of any after acquired property that, in any such case, form part of the Aircraft Collateral, such 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 (including Aircraft Mortgages and supplements thereto), financing statements, certificates and legal opinions as may be necessary or advisable, in the Permitted Discretion of Agent, to vest in the Agent, a perfected security interest, subject only to Permitted Encumbrances, in such after acquired property and to have such after acquired property added to the Aircraft Collateral and thereupon all provisions of this Agreement relating to the Aircraft Collateral shall be deemed to relate to such after acquired property to the same extent and with the same force and effect.

6.20 Aircraft Collateral Information.

(a) For each Aircraft or Engine included as Aircraft Collateral in respect of which a certificate of airworthiness is not delivered to the Agent on the Closing Date, such Aircraft or Engine possesses all required equipment and would be capable of receiving a certificate of airworthiness on such date.

(b) Each Aircraft Collateral Owner listed in the Aircraft Collateral Certificate has full title of each Airframe, Engine and Spare Engine as described therein. Neither any Aircraft Collateral Owner nor any lessee under an Aircraft Lease nor any Disclosed Sublessee has granted to any person other than the 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.

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(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 Agreement, and to otherwise lawfully operate, possess, use and maintain the applicable Aircraft Collateral in accordance with the Other Documents.

(d) Each asset identified as Aircraft Collateral in the Aircraft Collateral Certificate satisfies the requirements for Aircraft Collateral (other than any Agent-discretionary criteria) and the related Perfection Requirements.

(e) Each Aircraft and Engine identified as Aircraft Collateral in the Aircraft Collateral Certificate shall at all times be subject to an Aircraft Mortgage. For the avoidance of doubt, on the Closing Date the Aircraft and Engines set forth in the Aircraft Collateral Certificate shall be subject to that certain Aircraft Mortgage to be filed with the FAA on the Closing Date (and each such Aircraft and Engine shall be listed in Exhibit A of such Aircraft Mortgage).

(f) Each Borrower will keep or cause to be kept correct, up-to-date and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ material assets that are identified by Borrowers as Aircraft Collateral in the Aircraft Collateral Certificate submitted to Agent, and the book value thereof.

VII. NEGATIVE COVENANTS.

Each Borrower agrees, until satisfaction in full of the Obligations and termination of this Agreement, that:

7.1 Merger, Consolidation, Acquisition and Sale of Assets.

(a) Each Borrower will not, and will not permit any of its Subsidiaries to, enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge with it, except (i) any Borrower may merge, consolidate or reorganize with another Borrower or acquire the assets or Equity Interest of another Borrower so long as such Borrower provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (ii) any Guarantor may merge, consolidate or reorganize with another Guarantor or acquire the assets or Equity Interest of another Guarantor so long as such Guarantors provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization (iii) any non-Loan Party may merge, consolidate or reorganize with any Borrower; provided that such Borrower (x) is the surviving entity of such merger, consolidation or reorganization and (y) provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (iv) any non-Loan Party may merge, consolidate or reorganize with any other non-Loan Party and (v) any Permitted Acquisition.

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(b) Each Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, transfer or otherwise Dispose of any of its Collateral (including, in each case, by way of an LLC Division), except:

(i) the sale of Inventory in the Ordinary Course of Business;

(ii) the Disposition of Aircraft Collateral in the Ordinary Course of Business in an aggregate amount not to exceed $25,000,000; provided that the Net Proceeds therefrom are applied in accordance with Section 2.20(a)(i);

(iii) the Disposition of Collateral (including Aircraft Collateral) subject to the following:

(1) the Borrowing Agent or such Subsidiary receives consideration at the time of such Disposition at least equal to the Fair Market Value of the assets included in such Disposition;

(2) at least 75% of the total consideration received in such Disposition consists of cash or Cash Equivalents; and

(3) the Net Proceeds therefrom are applied in accordance with Section 2.20(a); provided, for the avoidance of doubt, if Borrowers fail to reinvest the proceeds of such disposition pursuant to Section 2.20(a) within the time period specified therein, the Net Proceeds to be applied pursuant to this clause (3), shall be based on the amount attributable to clause (1) with respect to such Disposition;

(iv) a transfer of assets (i) by any Loan Party to a Loan Party, (ii) by a Subsidiary of a Borrower to a Borrower, (iii) by a Foreign Subsidiary to another Foreign Subsidiary and (iv) by any Loan Party to any non-Loan Party (who nonetheless is an Affiliate of a Borrower) in an aggregate amount not to exceed $15,000,000 in the aggregate subject to Agent maintaining its perfected Lien on such transferred asset(s) and other requirements of Article IV with respect to such Collateral;

(v) uses of cash or Cash Equivalents in the Ordinary Course of Business;

(vi) the creation or realization of any Permitted Aircraft Lien or a Disposition in connection with a Permitted Aircraft Lien;

(vii) transfers of obsolete, damaged or worn out Collateral, collectively, in an aggregate amount not to exceed $10,000,000; provided that the Net Proceeds received are applied in accordance with Section 2.20(a);

(viii) a transfer of assets by any Loan Party to any other Loan Party (subject to Section 4.13 in respect of Aircraft Collateral);

(ix) Dispositions in connection with any Sale and Leaseback Transaction so long as the Net Proceeds therefrom are applied in accordance with Section 2.20(a)(i);

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(x) 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; provided that the Net Proceeds therefrom are applied in accordance with Section 2.20(a); and

(xi) an issuance, sale, transfer or other disposition of Equity Interests by a Loan Party to another Loan Party.

7.2 Creation of Liens. Each Borrower will not, and will not permit any of its Subsidiaries to, create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter created or acquired, except Permitted Encumbrances.

7.3 Guarantees. Each Borrower will not, and will not permit any of its Subsidiaries to, become liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except (a) as disclosed on Schedule 7.3, (b) unsecured guarantees made in the Ordinary Course of Business, (c) guarantees by one or more Loan Parties of the Indebtedness or obligations of any other Loan Parties to the extent such Indebtedness or obligations are permitted to be incurred and/or outstanding pursuant to the provisions of this Agreement, and (d) the endorsement of checks in the Ordinary Course of Business.

7.4 Investments. Each Borrower will not, and will not permit any of its Subsidiaries to, purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, other than Permitted Investments.

7.5 Loans. Each Borrower will not, and will not permit any of its Subsidiaries to, make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate other than Permitted Loans.

7.6 Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Carryover Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Carryover amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.

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7.7 Restricted Payments. Each Borrower will not, and will not permit any of its Subsidiaries to, declare, pay or make any Restricted Payment other than:

(a) Restricted Payments made pursuant to Restricted Payment Conditions;

(b) Restricted Payments to the other Loan Parties;

(c) Restricted Payment made for the redemption of any Equity Interests of the Borrower or any Subsidiary of the Borrower held by any of the Borrower’s (or any of its 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 subject to satisfaction of the Restricted Payment Conditions (other than clause (a)(v) of the definition of Restricted Payment Conditions, if applicable); provided that the aggregate price paid for all such redeemed Equity Interests may not exceed $2,500,000 in the aggregate in any 12-month period;

(d) Restricted Payments in cash to any direct or indirect parent of any Borrower (other than a direct or indirect parent of PHI Group, if applicable), 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, in each case, that are solely attributable to the Borrowers and their respective Subsidiaries; and

(e) Restricted Payments among Affiliates constituting Permitted Investments.

7.8 Indebtedness. Each Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.

7.9 Nature of Business. Each Borrower will not, and will not permit any of its Subsidiaries to, substantially change the nature of the business in which it is presently engaged, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the Ordinary Course of Business for assets or property which are useful in, necessary for and are to be used in its business as presently conducted.

7.10 Transactions with Affiliates. Each Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (i) transactions among Borrowers, Guarantors and their respective Subsidiaries which are not expressly prohibited by the terms of this Agreement and which are in the Ordinary Course of Business, (ii) payment by Borrowers, Guarantors and their respective Subsidiaries of dividends and distributions permitted under Section 7.7 hereof, (iii) transactions which are in the Ordinary Course of Business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate, (iv) Restricted Payments and Investments made in accordance with Sections 7.4 and 7.7., (v)

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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, (vi) reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes consistent with past practices in the Ordinary Course of Business, (vii) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Loan Parties or any direct or indirect parent of the Loan Parties in the Ordinary Course of Business to the extent attributable to the ownership or operation of the Loan Parties.

7.11 Healthcare Matters. Each Healthcare Borrower will not permit to occur any of the following:

(a) any transfer of a Healthcare Authorization or rights thereunder to any Person (other than any Borrower);

(b) any pledge or hypothecation of any Healthcare Authorization as collateral security for any Indebtedness other than Indebtedness to Agent;

(c) any rescission, withdrawal or revocation of any material Healthcare Authorization necessary for the conduct of such Borrower’s business without Agent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), including, without limitation, any amendment or modification of such Healthcare Authorization.

7.12 Subsidiaries. Each Borrower will not, and will not permit any of its Subsidiaries to:

(a) Form any Subsidiary, directly or indirectly, unless such Subsidiary (i) is not a Foreign Subsidiary, (ii) at Agent’s discretion, (x) expressly joins in this Agreement as a borrower and becomes jointly and severally liable for the obligations of Borrowers hereunder, under the Notes, and under any other agreement between any Borrower and Lenders, or (y) becomes a Guarantor with respect to the Obligations and, subject to the Agent’s discretion, executes a Guarantor Security Agreement in favor of Agent, and (iii) Agent shall have received all documents, including without limitation, legal opinions and appraisals it may reasonably require to establish compliance with each of the foregoing conditions in connection therewith.

(b) Enter into any partnership, joint venture or similar arrangement other than (i) those existing on the Closing Date and set forth on Schedule 7.12 or (ii) are otherwise permitted pursuant to other provisions of this Agreement.

7.13 Fiscal Year and Accounting Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, change its fiscal year from December 31 or make any significant change

(i) in accounting treatment and reporting practices except as required by GAAP or (ii) in tax reporting treatment except as required by law.

7.14 Pledge of Credit. Each Borrower will not, and will not permit any of its Subsidiaries to, now or hereafter pledge Agent’s or any Lender’s credit on any purchases, commitments or contracts or for any purpose whatsoever or use any portion of any Advance in or for any business other than such Borrower’s business operations as conducted on the Closing Date.

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7.15 Amendment of Organizational Documents. Each Borrower will not, and will not permit any of its Subsidiaries to, (i) change its legal name, (ii) change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), (iii) change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one jurisdiction, or (iv) otherwise amend, modify or waive any term or material provision of its Organizational Documents unless required by law, in any such case without (x) giving at least thirty (30) days prior written notice of such intended change to Agent, (y) having received from Agent confirmation that Agent has taken all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral belonging to such Borrower and in the Equity Interests of such Borrower and (z) in any case under clause (iv), having received the prior written consent of Agent and Required Lenders to such amendment, modification or waiver.

7.16 Compliance with ERISA. No Borrower shall, and no Borrower shall permit its Subsidiaries to, allow the occurrence of any Termination Event that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

7.17 Prepayment of Indebtedness. Each Borrower will not, and will not permit any of its domestic Subsidiaries to, at any time, directly or indirectly, prepay any Indebtedness (other than to Lenders) for borrowed money, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Borrower or any Subsidiary of any Borrower.

7.18 Location of Aircraft Collateral; State of Registration; Aircraft Collateral Owner. Subject to Section 4.13, the Loan Parties shall not, and will not permit any of their Subsidiaries to, move or permit any Person to move Aircraft Collateral to jurisdictions outside of the United States of America; provided that Aircraft Collateral not used and/or operating in connection with Healthcare Services may be operated on routes including jurisdictions outside of the United States of America for legitimate business purpose (as determined in good faith by an Authorized Officer of Borrowing Agent) while engaging in a Permitted Business and subject to the requirements and limitations of this Agreement including Section 4.13 hereof. For the avoidance of doubt, Aircraft Collateral used and/or operated in connection with Healthcare Services may not in any event be moved, operated or located in a jurisdiction outside of the United States of America. The Loan Parties will not cause or permit (i) the deregistration of any Aircraft from the FAA (or Aviation Authority in a Permitted Foreign Jurisdiction in accordance with and subject to Section 4.13) and/or registration of the Aircraft in any State of Registration other than the United States (or a Permitted Foreign Jurisdiction in accordance with and subject to Section 4.13), or (ii) transfer of ownership and title of Aircraft Collateral to an entity that is not organized under the laws of any State of the United States of America or the District of Columbia, in each case without the Agent’s prior written consent in accordance with Section 4.13; provided that, all Aircraft Collateral used and/or operated in connection with Healthcare Services shall remain registered with the FAA at all times.

7.19 Government Lockbox Instructions. Each Borrower will not, and will not permit any of its Subsidiaries to, (i) forward any collections from any Government Account Debtor in the applicable Government Lockbox Accounts or the Government Lockboxes except as required under Section 4.8(i), or (ii) direct any Government Account Debtor to make a payment in respect of any Account in any place or account other than the applicable Government Lockbox Account or applicable Government Lockbox.

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7.20 Membership / Partnership Interests. Each Borrower will not, and will not permit any of its Subsidiaries to, designate or permit any of their Subsidiaries to (a) treat their limited liability company membership interests or partnership interests, as the case may be, as securities as contemplated by the definition of “security” in Section 8-102(15) and by Section 8-103 of Article 8 of the Uniform Commercial Code or (b) certificate their limited liability membership interests or partnership interests, as applicable.

VIII. CONDITIONS PRECEDENT.

8.1 Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent:

(a) Note. Agent shall have received the Notes duly executed and delivered by an authorized officer of each Borrower;

(b) Other Documents. Agent shall have received each of the executed Other Documents, as applicable;

(c) Agreement Among Lenders. Lenders shall have entered into the Agreement

Among Lenders;

(d) Negative Pledge Agreements. Agent shall have received Negative Pledge Agreements with respect to all owned Material Real Property;

(e) Blocked Accounts. Subject to Section 6.18 and Section 4.8(i), Borrowers shall have opened the Depository Accounts with Agent or Agent shall have received duly executed agreements establishing the Blocked Accounts with financial institutions acceptable to Agent for the collection or servicing of the Receivables and proceeds of the Collateral and Agent shall have entered into control agreements with the applicable financial institutions in form and substance satisfactory to Agent with respect to such Blocked Accounts;

(f) [Reserved];

(g) Financial Condition Certificates. Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1(g).

(h) Closing Certificate. Agent shall have received a closing certificate signed by a Financial Officer of the Borrowing Agent dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) on such date no Default or Event of Default has occurred or is continuing;

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(i) Borrowing Base. Agent shall have received evidence from Borrowers that the aggregate amount of Eligible Receivables is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date;

(j) Undrawn Availability. After giving effect to the initial Advances hereunder, Borrowers shall have Undrawn Availability of at least $22,000,000;

(k) [Reserved];

(l) [Reserved];

(m) [Reserved];

(n) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by this Agreement, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;

(o) [Reserved];

(p) Secretary’s Certificates, Authorizing Resolutions and Good Standings of Borrowers. Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the Closing Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing (x) the execution, delivery and performance of this Agreement, the Notes and each Other Document to which such Borrower is a party (including authorization of the incurrence of indebtedness, borrowing of Revolving Advances, Swing Loans, and Term Loans and requesting of Letters of Credit on a joint and several basis with all Borrowers as provided for herein), and (y) the granting by such Borrower of the security interests in and liens upon the Collateral to secure all of the joint and several Obligations of Borrowers (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Agreement and the Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization and each jurisdiction in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such applicable jurisdiction;

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(q) [Reserved];

(r) Legal Opinion. Agent shall have received the executed legal opinion of Milbank LLP, Jones Walker LLP and McAfee & Taft A Professional Corporation in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Agreement, the Notes, the Other Documents, and related agreements as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

(s) No Litigation. No litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against any Borrower or against the officers or directors of any Borrower (A) in connection with this Agreement, the Other Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Agent, is deemed material or (B) which could, in the reasonable opinion of Agent, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Borrower or the conduct of its business or inconsistent with the due consummation of the Transactions shall have been issued by any Governmental Body;

(t) Collateral Examination. Agent shall have completed Collateral examinations and received appraisals, the results of which shall be satisfactory in form and substance to Agent, of the Receivables and equipment of each Borrower and all books and records in connection therewith;

(u) Fees. Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing Date hereunder, including pursuant to Article III hereof and the Fee Letter;

(v) Pro Forma Financial Statements. Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Agent;

(w) Insurance. Agent shall have received in form and substance satisfactory to Agent, (i) evidence that adequate insurance, including without limitation, casualty and liability insurance, required to be maintained under this Agreement is in full force and effect, (ii) insurance certificates issued by Borrowers’ insurance broker containing such information regarding Borrowers’ casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured, lenders loss payee and/or mortgagee, as applicable, and (iii) loss payable endorsements issued by Borrowers’ insurer naming Agent as lenders loss payee and mortgagee, as applicable;

(x) [Reserved];

(y) Prior Indebtedness. A payoff letter from Credit Suisse AG, in form and substance satisfactory to Agent, together with such Uniform Commercial Code termination statements, releases of mortgage Liens and other instruments, documents and/or agreements necessary or appropriate to terminate any Liens in favor of Credit Suisse AG securing the prior indebtedness which is to be indefeasibly paid in full on or prior to the Closing Date, as Agent may request, duly executed and in recordable form, if applicable, and otherwise in form and substance satisfactory to Agent;

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(z) Payment Instructions. Agent shall have received written instructions from Borrowing Agent directing the application of proceeds of the initial Advances made pursuant to this Agreement;

(aa) Consents. Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall deem necessary;

(bb) No Adverse Material Change. (i) Since December 31, 2019, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect;

(cc) [Reserved];

(dd) Compliance with Laws. Agent shall be reasonably satisfied that each Borrower is in compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Anti-Terrorism Laws;

(ee) Certificate of Beneficial Ownership; USA Patriot Act Diligence. Agent and each Lender shall have received, in form and substance acceptable to Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and

(ff) Other. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Transactions shall be satisfactory in form and substance to Agent and its counsel.

8.2 Conditions to Each Advance. The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

(a) First Revolving Advance. Prior to funding the initial Revolving Advance after the Closing Date, Agent and the Lenders holding the Revolving Commitment shall have received the bankruptcy, judgment, litigation and tax lien searches in respect of each Borrower’s chief executive office location, each of which results shall be satisfactory to Agent in its Permitted Discretion;

(b) Representations and Warranties. Each of the representations and warranties made by any Borrower in or pursuant to this Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement, the Other Documents or any related agreement shall be true and correct in all respects on and as of such date as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date);

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(c) No Default. No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the Advances requested to be made, on such date; provided, however that Agent, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that any Advances so made shall not be deemed a waiver of any such Event of Default or Default; and

(d) Maximum Advances. In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement.

Each request for an Advance by any Borrower hereunder shall constitute a representation and warranty by each Borrower as of the date of such Advance that the conditions contained in this subsection shall have been satisfied.

IX. INFORMATION AS TO BORROWERS.

Each Borrower shall, or (except with respect to Section 9.11) shall cause Borrowing Agent on its behalf to, until satisfaction in full of the Obligations and the termination of this Agreement:

9.1 Disclosure of Material Matters. Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectability of any portion of the Collateral, including any Borrower’s reclamation or repossession of, or the return to any Borrower of, a material amount of goods or claims or disputes asserted by any Customer or other obligor or any Lien, other than any Permitted Encumbrance, placed upon or asserted against any Borrower or any Collateral.

9.2 Schedules. Deliver to Agent (i) on or before the thirtieth (30^th) day of each month as and for the prior month (a) accounts receivable agings inclusive of reconciliations to the general ledger in form and substance satisfactory to Agent in its Permitted Discretion, (b) accounts payable schedules inclusive of reconciliations to the general ledger in form and substance satisfactory to Agent in its Permitted Discretion, (c) an updated Aircraft Collateral Certificate, and (d) a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement), and (ii) during a Dominion Trigger Period, on or before Friday of each such week, a sales report / roll forward for the prior week. In addition, each Borrower will deliver to Agent at such intervals as Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent and executed by each Borrower and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and any Borrower’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Agent, the items to be provided under this Section 9.2 shall be delivered to Agent by the specific method of Approved Electronic Communication designated by Agent.

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9.3 Environmental Reports. In the event any Borrower has delivered a Mortgage to Agent, for the benefit of itself and Lenders: Promptly notify Agent in writing of its receipt of any notice of any Release or threat of Release of any Hazardous Materials at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”), any notification that it is potentially responsible for investigation or cleanup of environmental conditions at the Real Property, or any demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or the operations or the business (any of the foregoing is referred to herein as an “Environmental Complaint”) from any Person, including any Governmental Body. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Collateral and is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto.

9.4 Litigation. Promptly notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting any Borrower, any Guarantor or any of their Subsidiaries, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably be expected to have a Material Adverse Effect.

9.5 Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (i) any Event of Default or Default; (ii) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Borrower as of the date of such statements; (iii) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (iv) each and every default by any Borrower which might result in the acceleration of the maturity of any Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (v) the occurrence of a termination of, or the receipt by the Borrower of any notice of the termination of any one or more Material Contract of any Loan Party and (vi) any other development in the business or affairs of any Borrower, any Guarantor or any of their Subsidiaries, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

9.6 [Reserved].

9.7 Annual Financial Statements. Furnish Agent within 120 days after the end of each fiscal year of Borrowers, financial statements of Borrowers on a Consolidated Basis including, but not limited to, statements of income and stockholders’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory to Agent (the “Accountants”). In addition, the reports shall be accompanied by a Compliance Certificate.

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9.8 Quarterly Financial Statements. Furnish Agent within forty-five (45) days after the end of each fiscal quarter, (i) an unaudited balance sheet of Borrowers on a Consolidated Basis and unaudited statements of income and stockholders’ equity and cash flow of Borrowers on a Consolidated Basis and (ii) a consolidated report of revenue by each segment (i.e. health, aviation and international) of the Borrowers’ business, in each case, reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Borrowers’ business operations and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. The reports shall be accompanied by a Compliance Certificate.

9.9 Monthly Financial Statements. If any Revolving Advances are outstanding, furnish Agent within thirty (30) days after the end of each month (other than for the months of March, June, September and December which shall be delivered in accordance with Sections 9.7 and 9.8 as applicable), an unaudited balance sheet of Borrowers on a Consolidated Basis and unaudited statements of income and cash flow of Borrowers on a Consolidated Basis reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Borrowers’ business operations and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

9.10 Other Reports. At Agent’s request, furnish Agent as soon as available, but in any event within ten (10) days after the issuance or receipt thereof, with copies of such financial statements, reports and returns as each Borrower shall send to its stockholders or members, as applicable.

9.11 Additional Information. Furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Notes have been complied with by Borrowers including, without the necessity of any request by Agent, (a) copies of all material environmental audits and reviews, (b) prior written notice of any Borrower’s opening of any new chief executive office or any Borrower’s closing of any existing chief executive office, and (c) promptly upon any Borrower’s learning thereof, notice of any material labor dispute to which any Borrower may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any material labor contract to which any Borrower is a party or by which any Borrower is bound.

9.12 Projected Operating Budget. Furnish Agent, no later than thirty (30) days after the beginning of each Borrower’s fiscal years commencing with fiscal year 2021, a month by month projected operating budget and cash flow of Borrowers on a Consolidated Basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the Financial Officer of each Borrower to the effect that such projections have been prepared based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein; it being understood that (i) actual results may vary from such projections and that such variances may be material and (ii) no representation is made with respect to information of an industry specific or general economic nature.

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9.13 Variances From Operating Budget. During an Event of Default under Section 10.5, at Agent’s request, furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.9, a written report summarizing all material variances from budgets submitted by Borrowers pursuant to Section 9.12 and a discussion and analysis by management with respect to such variances.

9.14 Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination of any Consent issued to any Borrower or any of its Subsidiaries by any Governmental Body or any other Person that is material to the operation of any Borrower’s business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by any Borrower, any Guarantor or any of their Subsidiaries with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any Borrower or any Guarantor, or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which specifically relate to any Borrower or any Guarantor.

9.15 ERISA Notices and Requests. Furnish Agent with immediate written notice in the event that any Borrower or any of its Subsidiaries knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Borrower or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto.

9.16 Healthcare Matters. Within five (5) Business Days, notify Agent in writing upon the occurrence of: (i) a voluntary disclosure by any Borrower or any Subsidiary of any Borrower to the Office of the Inspector General of the United States Department of Health and Human Services, any Government Reimbursement Program (including to any intermediary, carrier or contractor of such program), of an actual or potential overpayment matter involving the submission of claims to a Government Reimbursement Program in an amount greater than $1,000,000; (ii) any Borrower or any Subsidiary of any Borrower, an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower or any Subsidiary of any Borrower: (a) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (b) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (c) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (d) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq.; (iii) receipt by any Borrower or any Subsidiary of any Borrower of any written notice or

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communication from an accrediting organization that such Person is in danger of losing its accreditation due to a failure to comply with a plan of correction; (iv) any validation review, program integrity review or material reimbursement audits related to any Borrower or any Subsidiary of any Borrower in connection with any Third Party Payor reimbursement program; (v) any claim to recover any alleged overpayments with respect to any Receivables, or any notice of any fees of any Borrower or any Subsidiary of any Borrower being contested or disputed, in each case, in excess of $1,000,000; (vi) notice of any material reduction in the level of reimbursement expected to be received with respect to Receivables; (vii) any allegations of material licensure violations or fraudulent acts or omissions involving any Borrower or any Subsidiary of any Borrower; (viii) any changes in any Healthcare Law (including the adoption of a new Healthcare Law) known to any Borrower or any Subsidiary or any Borrower that would reasonably be expected to have a Material Adverse Effect; (ix) notice of any Borrower’s or any of their Subsidiaries’ fees in excess of $1,000,000 being contested or disputed; (x) any pending or threatened revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Healthcare Authorization; and (xi) notice of the occurrence of any reportable event as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which any Borrower or any Subsidiary of any Borrower has to make a submission to any Governmental Body or other Person under the terms of such agreement, if any.

9.17 Additional Documents. Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

9.18 Updates to Certain Schedules. Deliver to Agent promptly as shall be required to maintain the related representations and warranties as true and correct, updates to Schedules 4.4 (Locations of equipment and Inventory), 5.9 (Intellectual Property, Source Code Escrow Agreements), 5.24 (Equity Interests), 5.25 (Commercial Tort Claims), and 5.26 (Letter-of-Credit Rights); provided, that absent the occurrence and continuance of any Event of Default, Borrower shall only be required to provide such updates on a quarterly basis in connection with delivery of a Compliance Certificate with respect to the applicable fiscal quarter. Any such updated Schedules delivered by Borrowers to Agent in accordance with this Section 9.18 shall automatically and immediately be deemed to amend and restate the prior version of such Schedule previously delivered to Agent and attached to and made part of this Agreement.

9.19 Financial Disclosure. Each Borrower hereby irrevocably authorizes and directs all accountants and auditors employed by such Borrower at any time during the Term to exhibit and deliver to Agent and each Lender copies of any of such Borrower’s financial statements, trial balances or other accounting records of any sort in the accountant’s or auditor’s possession, and to disclose to Agent and each Lender any information such accountants may have concerning such Borrower’s financial status and business operations. Each Borrower hereby authorizes all Governmental Bodies to furnish to Agent and each Lender copies of reports or examinations relating to such Borrower, whether made by such Borrower or otherwise; however, Agent and each Lender will attempt to obtain such information or materials directly from such Borrower prior to obtaining such information or materials from such accountants or Governmental Bodies.

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X. EVENTS OF DEFAULT.

The occurrence of any one or more of the following events shall constitute an “Event of Default”:

10.1 Nonpayment. Failure by any Borrower to pay (a) any principal on the Obligations (including without limitation pursuant to Section 2.9) when due, or (b) any interest on the Obligations (including without limitation pursuant to Section 2.9) and any other fee, charge, amount or liability provided for herein or in any Other Document within three (3) Business Days of when such payments are due and owing.

10.2 Breach of Representation. Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been incorrect or misleading in any material respect on the date when made or deemed to have been made;

10.3 Financial Information. Failure by any Borrower to (i) furnish financial information when due or when requested, or (ii) permit the inspection of its books or records or access to its premises for audits and appraisals in accordance with the terms hereof;

10.4 Judicial Actions. Issuance of a notice of Lien, levy, assessment, injunction or attachment (a) against any Borrower’s Inventory or Receivables or (b) against a material portion of any Borrower’s other property which is not stayed or lifted within thirty (30) days; in each case, involving amounts in excess of $5,000,000;

10.5 Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii), (i) except as set forth in Section 10.5(iii) below, failure or neglect of any Loan Party or its Subsidiaries to perform, keep or observe any term, provision, condition, covenant contained in Article IV, Article VI, Article VII, or Article IX of this Agreement, (ii) failure or neglect of any Loan Party or its Subsidiaries or any Person to perform, keep or observe any term, provision, condition, covenant contained in any Other Document (other than this Agreement) or any other agreement or arrangement, now or hereafter entered into between any Loan Party or its Subsidiaries or such Person, and Agent or any Lender which is not cured within thirty (30) days from such failure or neglect, or (iii) failure or neglect of any Borrower to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.5, 4.10, 4.14, 6.1, 6.3, 6.6, 6.8, 6.9, 6.11, 9.4, 9.10, 9.11, 9.13, 9.17 or 9.19 hereof which is not cured within twenty (20) days from the occurrence of such failure or neglect;

10.6 Judgments. Any (a) final non-appealable judgment or judgments, writ(s), order(s) or decree(s) for the payment of money are rendered against any Loan Party or any of its Subsidiaries for an aggregate amount in excess of $ 10,000,000 or against all Loan Parties and their Subsidiaries for an aggregate amount in excess of $ 10,000,000 and (b) (i) action shall be legally taken by any judgment creditor to levy upon assets or properties of any Loan Party or any of its Subsidiaries to enforce any such judgment or (ii) such judgment shall remain undischarged for a period of ninety (90) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect;

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10.7 Bankruptcy. Any Borrower, any Guarantor, any Subsidiary or Affiliate of any Borrower shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy or receivership laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent (including by entry of any order for relief in any involuntary bankruptcy or insolvency proceeding commenced against it), (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

10.8 Material Adverse Effect. The occurrence of a Material Adverse Effect;

10.9 Lien Priority. Any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest (subject only to Permitted Encumbrances that have priority as a matter of Applicable Law to the extent such Liens only attach to Collateral other than Receivables or Inventory);

10.10 Exclusion Event. There occurs an Exclusion Event which (i) after taking such steps as such Borrower determines to mitigate the impact thereof is not mitigated within thirty (30) days and (ii) after the expiration of such mitigation period, such Exclusion Event has or could reasonably be expected to have a Material Adverse Effect;

10.11 Cross Default. Any specified “event of default” under any Indebtedness (other than the Obligations) of any Borrower or any of its Subsidiaries with a then-outstanding principal balance (or, in the case of any Indebtedness not so denominated, with a then-outstanding total obligation amount) of $10,000,000 or more, or any other event or circumstance which would permit the holder of any such Indebtedness of any Borrower or any of its Subsidiaries to accelerate such Indebtedness (and/or the obligations of Borrower or any of its Subsidiaries thereunder) prior to the scheduled maturity or termination thereof, shall occur (regardless of whether the holder of such Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Indebtedness);

10.12 Breach of Guaranty or Pledge Agreement. Termination or breach of any Guaranty, Guarantor Security Agreement, Pledge Agreement or similar agreement executed and delivered to Agent in connection with the Obligations of any Borrower, or if any Guarantor or pledgor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty, Guarantor Security Agreement, Pledge Agreement or similar agreement;

10.13 Change of Control. Any Change of Control shall occur;

10.14 Invalidity. Any material provision of this Agreement or any Other Document shall, for any reason, cease to be valid and binding on any Loan Party or any of its Subsidiaries, or any Loan Party or any of its Subsidiaries shall so claim in writing to Agent or any Lender or any Borrower challenges the validity of or its liability under this Agreement or any Other Document;

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10.15 Seizures. Any (a) portion of the Collateral valued in excess of $5,000,000 shall be seized, subject to garnishment or taken by a Governmental Body, or any Loan Party or any of its Subsidiaries, or (b) the title and rights of any Loan Party of any of its Subsidiaries which is the owner of any material portion of the Collateral valued in excess of $10,000,000 shall have become the subject matter of claim, litigation, suit, garnishment or other proceeding which might, in the opinion of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents;

10.16 Use of Proceeds. Any representation or warranty contained in Section 16.18(c) is or becomes false or misleading at any time; and

10.17 Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, any Borrower or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or the occurrence of any Termination Event.

XI. LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.

11.1 Rights and Remedies.

(a) Upon the occurrence of: (i) an Event of Default pursuant to Section 10.7 (other than Section 10.7(vii)), all Obligations shall be immediately due and payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated, (ii) any of the other Events of Default and at any time thereafter, at the option of Agent or at the direction of Required Lenders all Obligations shall be immediately due and payable and Agent or Required Lenders shall have the right to terminate this Agreement and to terminate, in whole or in part (including by a reduction in the Revolving Commitments), the obligation of Lenders to make Advances; and (iii) without limiting Section 8.2 hereof, any Default under Sections 10.7(vii) hereof, the obligation of Lenders to make Advances hereunder shall be suspended until such time as such involuntary petition shall be dismissed. Upon the occurrence of any Event of Default, Agent shall have the right to exercise any and all rights and remedies provided for herein, under the Other Documents, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Agent may enter any of any Borrower’s premises or other premises without legal process and without incurring liability to any Borrower therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Borrowers to make the Collateral available to Agent at a convenient place. With or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to

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that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Borrowers reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid (including credit bid) for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by each Borrower. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of each Borrower’s (a) Intellectual Property which is used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, Borrowers shall remain liable to Agent and Lenders therefor.

(b) To the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Borrower acknowledges and agrees that it is not commercially unreasonable for Agent: (i) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral; (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to contact other Persons, whether or not in the same business as any Borrower, for expressions of interest in acquiring all or any portion of such Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Borrower acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to grant any rights to any Borrower or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

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11.2 Agent’s Discretion. Agent shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify, which procedures, timing and methodologies to employ, and what any other action to take with respect to any or all of the Collateral and in what order, thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder as against Borrowers or each other.

11.3 Setoff. Subject to Section 14.13, in addition to any other rights which Agent or any Lender may have under Applicable Law, upon the occurrence of an Event of Default hereunder, Agent and such Lender shall have a right, immediately and without notice of any kind, to apply any Borrower’s property held by Agent and such Lender or any of their Affiliates to reduce the Obligations and to exercise any and all rights of setoff which may be available to Agent and such Lender with respect to any deposits held by Agent or such Lender. Notwithstanding anything to the contrary set forth in this Agreement, Agent waives any right of set off of funds on deposit in any Government Lockbox Account or any Government Lockbox against the Obligations under this Agreement except to the extent otherwise permitted under Applicable Law.

11.4 Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any rights or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative.

11.5 Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, subject to the Agreement Among Lenders, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and the Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Collateral under or pursuant to the terms of this Agreement;

SECOND, to payment of any fees owed to Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement;

FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans;

FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans;

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SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above);

SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities) (including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof).

EIGHTH, to all other Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SEVENTH” above;

NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “EIGHTH”; and

TENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Subject to the Agreement Among Lenders, in carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, and “EIGHTH” above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, and “NINTH” above in the manner provided in this Section 11.5.

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XII. WAIVERS AND JUDICIAL PROCEEDINGS.

12.1 Waiver of Notice. Each Borrower hereby waives notice of non-payment of any of the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

12.2 Delay. No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.

12.3 Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII.  EFFECTIVE DATE AND TERMINATION.

13.1 Term. This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until October 2, 2023 (the “ Term”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon thirty (30) days prior written notice to Agent upon payment in full of the Obligations. In the event the Obligations are prepaid in full (whether voluntary or involuntary, including after acceleration thereof) and the Credit Agreement is terminated prior to the last day of the Term (the date of such prepayment hereinafter referred to as the “Early Termination Date”), Borrowers shall concurrently pay to Agent, for the ratable benefit of Lenders based on such Lender’s Revolving Commitment Amount and Term Loan Commitment Amount, collectively, an early termination fee in an amount equal to (x) two percent (2.00%) of the Maximum Loan Amount if the Early Termination Date occurs on or after the Closing Date to and including the date of the first anniversary of the Closing Date, (y) one percent (1.00%) of the Maximum Loan Amount if the Early Termination Date occurs after the first anniversary of the Closing Date to and including the date of the second anniversary of the Closing Date, and (z) zero percent (0%) of the Maximum Loan Amount if the Early Termination Date occurs after the second anniversary of the Closing Date.

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13.2 Termination. The termination of the Agreement shall not affect Agent’s or any Lender’s rights, or any of the Obligations having their inception prior to the effective date of such termination or any Obligations which pursuant to the terms hereof continue to accrue after such date, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created and Obligations have been fully and indefeasibly paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers’ Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of each Borrower have been indefeasibly paid and performed in full after the termination of this Agreement or each Borrower has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders with respect thereto. Accordingly, each Borrower waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Borrower, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are indefeasibly paid and performed in full.

XIV.  REGARDING AGENT.

14.1 Appointment. Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the Other Documents. Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in Sections 2.8(b) and 3.4 and in the Fee Letter), charges and collections received pursuant to this Agreement, for the ratable benefit of Lenders. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Note) Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Required Lenders, and such instructions shall be binding; provided, however, that Agent shall not be required to take any action which, in Agent’s discretion, exposes Agent to liability or which is contrary to this Agreement or the Other Documents or Applicable Law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.

14.2 Nature of Duties. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence

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or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any Borrower or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of any Borrower to perform its obligations hereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of any Borrower. The duties of Agent as respects the Advances to Borrowers shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or the transactions described herein except as expressly set forth herein.

14.3 Lack of Reliance on Agent. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Borrower and each Guarantor in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Borrower and each Guarantor. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower or any Guarantor, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the financial condition or prospects of any Borrower, or the existence of any Event of Default or any Default.

14.4 Resignation of Agent; Successor Agent. Agent may resign on sixty (60) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly designate a successor Agent reasonably satisfactory to Borrowers (provided that no such approval by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Aircraft Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the

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new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

14.5 Certain Rights of Agent. If Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of Required Lenders.

14.6 Reliance. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, email, facsimile, telex, teletype or telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder, upon advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.

14.7 Notice of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Other Documents, unless Agent has received notice from a Lender or Borrowing Agent referring to this Agreement or the Other Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to Lenders. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders.

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14.8 Indemnification. To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

14.9 Agent in its Individual Capacity. With respect to the obligation of Agent to lend under this Agreement, the Advances made by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent specified herein; and the term “Lender” or any similar term shall, unless the context clearly otherwise indicates, include Agent in its individual capacity as a Lender. Agent may engage in business with any Borrower as if it were not performing the duties specified herein, and may accept fees and other consideration from any Borrower for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

14.10 Delivery of Documents. To the extent Agent receives financial statements required under Sections 9.7, 9.8, 9.9, 9.12 and 9.13 or Borrowing Base Certificates from any Borrower pursuant to the terms of this Agreement which any Borrower is not obligated to deliver to each Lender, Agent will promptly furnish such documents and information to Lenders.

14.11 Borrowers’ Undertaking to Agent. Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

14.12 No Reliance on Agent’s Customer Identification Program. To the extent the Advances or this Agreement is, or becomes, syndicated in cooperation with other Lenders, each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of Borrowers, their Affiliates or their agents, the Other Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such Anti-Terrorism Laws.

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14.13 Other Agreements. Each of the Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any amounts owing by such Lender to any Borrower or any deposit accounts of any Borrower now or hereafter maintained with such Lender. Anything in this Agreement to the contrary notwithstanding, each of the Lenders further agrees that it shall not, unless specifically requested to do so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents shall be taken in concert and at the direction or with the consent of Agent or Required Lenders.

XV. BORROWING AGENCY.

15.1 Borrowing Agency Provisions.

(a) Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity, whether verbally, in writing or through electronic methods (including, without limitation, an Approved Electronic Communication) to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name such Borrower or Borrowers, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.

(b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Neither Agent nor any Lender shall incur liability to Borrowers as a result thereof. To induce Agent and Lenders to do so and in consideration thereof, each Borrower hereby indemnifies Agent and each Lender and holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to this Section 15.1 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

(c) All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Agent or any Lender to any Borrower, failure of Agent or any Lender

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to give any Borrower notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against any Borrower, the release by Agent or any Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any Lender to the other Borrowers or any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses.

15.2 Waiver of Subrogation. Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or any other Person directly or contingently liable for the Obligations hereunder, or against or with respect to any other Borrowers’ property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until termination of this Agreement and repayment in full of the Obligations.

15.3 Common Enterprise. The successful operation and condition of each of the Borrowers is dependent on the continued successful performance of the functions of the group of Borrowers as a whole and the successful operation of each Borrower is dependent on the successful performance and operation of each other Borrower. Each of the Borrowers expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from successful operations of the Borrowers. Each Borrower expects to derive benefit (and the boards of directors or other governing body of each such Borrower have determined that it may reasonably be expected to derive benefit), directly and indirectly, from the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Borrower has determined that execution, delivery, and performance of this Agreement and any Other Documents to be executed by such Borrower is within its corporate purpose, will be of direct and indirect benefit to such Borrower, and is in its best interest.

XVI.  MISCELLANEOUS.

16.1 Governing Law. This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York. Any judicial proceeding brought by or against any Borrower with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Agreement, each Borrower accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Borrower hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 16.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United

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States of America, or, at Agent’s option, by service upon Borrowing Agent which each Borrower irrevocably appoints as such Borrower’s Agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against any Borrower in the courts of any other jurisdiction. Each Borrower waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Borrower waives the right to remove any judicial proceeding brought against such Borrower in any state court to any federal court. Any judicial proceeding by any Borrower against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of New York, State of New York.

16.2 Entire Understanding.

(a) THIS AGREEMENT AND THE DOCUMENTS EXECUTED CONCURRENTLY HEREWITH CONTAIN THE ENTIRE UNDERSTANDING BETWEEN EACH BORROWER, AGENT AND EACH LENDER AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. ANY PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED AND HEREINAFTER MADE SHALL HAVE NO FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY EACH BORROWER’S, AGENT’S AND EACH LENDER’S RESPECTIVE OFFICERS. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged. Notwithstanding the foregoing, Agent may modify this Agreement or any of the Other Documents for the purposes of completing missing content or correcting erroneous content of an administrative nature, without the need for a written amendment, provided that the Agent shall send a copy of any such modification to the Borrowers and each Lender (which copy may be provided by electronic mail). Each Borrower acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.

(b) Subject to the Agreement Among Lenders, Required Lenders, Agent with the consent in writing of Required Lenders, and Borrowers may, subject to the provisions of this Section 16.2(b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents executed by Borrowers, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Borrowers thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, no such supplemental agreement shall:

(i) increase the Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, or the maximum dollar amount of the Revolving Commitment Amount or the Term Loan Commitment Amount, as applicable, of any Lender without the consent of such Lender directly affected thereby;

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(ii) whether or not any Advances are outstanding, extend the Term or the time for payment of principal or interest of any Advance (excluding the due date of any mandatory prepayment of an Advance), or any fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Advances or reduce any fee payable to any Lender, without the consent of each Lender directly affected thereby (except that Required Lenders may elect to waive or rescind any imposition of the Default Rate under Section 3.1 or of default rates of Letter of Credit fees under Section 3.2 (unless imposed by Agent));

(iii) alter, amend or modify the provisions of Section 2.20 or the definition of the term “Order of Aircraft Proceeds Application” without the consent of all Lenders;

(iv) alter the definition of the term Required Lenders or alter, amend or modify this Section 16.2(b) without the consent of all Lenders;

(v) alter, amend or modify the provisions of Section 11.5 without the consent of all Lenders;

(vi) [reserved];

(vii) change the rights and duties of Agent without the consent of all Lenders;

(viii) subject to clause (e) below, permit any Revolving Advance to be made if after giving effect thereto the total of Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (60) consecutive Business Days or exceed one hundred and ten percent (110%) of the Formula Amount without the consent of all Lenders holding a Revolving Commitment;

(ix) increase the Advance Rates above the Advance Rates in effect on the Closing Date without the consent of all Lenders holding a Revolving Commitment; or

(x) release any Guarantor or Borrower without the consent of all Lenders.

(c) Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrowers, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon.

(d) In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and such consent is denied, then Agent may, at its option, require such Lender to assign its interest in the Advances to Agent or to another Lender or to any other Person designated by Agent (the “Designated Lender”), for a price equal to (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event Agent elects to require any Lender to assign

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its interest to Agent or to the Designated Lender, Agent will so notify such Lender in writing within forty five (45) days following such Lender’s denial, and such Lender will assign its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, Agent or the Designated Lender, as appropriate, and Agent.

(e) Notwithstanding (i) the existence of a Default or an Event of Default, (ii) that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, Agent may at its discretion and without the consent of any Lender, voluntarily permit the outstanding Revolving Advances at any time to exceed the Formula Amount by up to ten percent (10%) of the Formula Amount for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”). If Agent is willing in its sole and absolute discretion to permit such Out-of-Formula Loans, Lenders holding the Revolving Commitments shall be obligated to fund such Out-of-Formula Loans in accordance with their respective Revolving Commitment Percentages, and such Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate for Revolving Advances consisting of Domestic Rate Loans; provided that, if Agent does permit Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a) nor shall any Lender be obligated to fund Revolving Advances in excess of its Revolving Commitment Amount. For purposes of this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be either “Eligible Receivables”, as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence. To the extent any Out-of-Formula Loans are not actually funded by the other Lenders as provided for in this Section 16.2(e), Agent may elect in its discretion to fund such Out-of-Formula Loans and any such Out-of-Formula Loans so funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

(f) In addition to (and not in substitution of) the discretionary Revolving Advances permitted above in this Section 16.2, Agent is hereby authorized by Borrowers and Lenders, at any time in Agent’s sole discretion, regardless of (i) the existence of a Default or an Event of Default, (ii) whether any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, to make Revolving Advances (“Protective Advances”) to Borrowers on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a) to

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preserve or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement (the “Protective Advances”). Lenders holding the Revolving Commitments shall be obligated to fund such Protective Advances and effect a settlement with Agent therefor upon demand of Agent in accordance with their respective Revolving Commitment Percentages. To the extent any Protective Advances are not actually funded by the other Lenders as provided for in this Section 16.2(f), any such Protective Advances funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

16.3 Successors and Assigns; Participations; New Lenders.

(a) This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, each Lender, all future holders of the Obligations and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights or obligations under this Agreement (including, in each case, by way of an LLC Division) without the prior written consent of Agent and each Lender.

(b) Each Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Advances to other Persons (each such transferee or purchaser of a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that (i) Borrowers shall not be required to pay to any Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder unless the sale of the participation to such Participant is made with Borrower’s prior written consent, and (ii) in no event shall Borrowers be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Participant as security for the Participant’s interest in the Advances.

(c) Any Lender, with the consent of Agent, may sell, assign or transfer all or any part of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to one or more additional Persons and one or more additional Persons may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of not less than $5,000,000, pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording , provided, however, that 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 with respect to each of the Revolving Advances and/or Term Loans under this Agreement in which such Lender has an interest. Upon such execution, delivery, acceptance and recording, from and

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after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Each Borrower hereby consents to the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing; provided, however, that the consent of Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Permitted Assignee.

(d) Any Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may directly or indirectly sell, assign or transfer all or any portion of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that (i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender, each a “Transferee” and collectively the “Transferees”), pursuant to a Commitment Transfer Supplement modified as appropriate to reflect the interest being assigned (“Modified Commitment Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender, and Agent as appropriate and delivered to Agent for recording. Upon such execution and delivery, from and after the transfer effective date determined pursuant to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder shall be a party hereto and, to the extent provided in such Modified Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment Transfer Supplement, be released from its obligations under this Agreement, the Modified Commitment Transfer Supplement creating a novation for that purpose. Such Modified Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing CLO. Each Borrower hereby consents to the addition of such Purchasing CLO. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing; provided, however, that the consent of Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Permitted Assignee.

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(e) Agent shall maintain at its address a copy of each Commitment Transfer Supplement and Modified Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Lender and the outstanding principal, accrued and unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, Agent and Lenders shall treat each Person whose name is recorded in the Register as the owner of the Advance recorded therein for the purposes of this Agreement; provided that no Lender shall have any obligation to disclose all or any portion of the Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The Register shall be available for inspection by Borrowing Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a fee in the amount of $3,500 payable by the applicable Purchasing Lender and/or Purchasing CLO upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO.

(f) Each Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of such Borrower.

(g) Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time and from time to 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 any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

16.4 Application of Payments. Agent shall have the continuing and exclusive right to apply or reverse and re- apply any payment and any and all proceeds of Collateral to any portion of the Obligations. To the extent that any Borrower makes a payment or Agent or any Lender receives any payment or proceeds of the Collateral for any Borrower’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent or such Lender.

16.5 Indemnity. Each Borrower shall defend, protect, indemnify, pay and save harmless Agent, Issuer, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents (each an “ Indemnified Party”) for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including fees and

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disbursements of counsel (including allocated costs of internal counsel)) (collectively, “Claims”) which may be imposed on, incurred by, or asserted against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect, of: (i) this Agreement, the Other Documents, the Advances and other Obligations and/or the transactions contemplated hereby including the Transactions, (ii) any action or failure to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with and/or relating to the negotiation, execution, delivery or administration of the Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions contemplated hereby including the Transactions, (iii) any Borrower’s or any Guarantor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Other Documents, (iv) the enforcement of any of the rights and remedies of Agent, Issuer or any Lender under the Agreement and the Other Documents, (v) any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, and (vi) any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality, any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith (solely in the case of such Indemnified Party that is a Lender or its Affiliates, director, officer, employee agent, trustee or investment advisor) or willful misconduct of such Indemnified Party. Without limiting the generality of any of the foregoing, each Borrower shall defend, protect, indemnify, pay and save harmless each Indemnified Party from (x) any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and (y) any Claims imposed on, incurred by, or asserted against any Indemnified Party under any Environmental Laws with respect to or in connection with any Hazardous Discharge or presence of any Hazardous Materials on, in, from or under the Real Property, including any Claims consisting of or relating to the imposition or assertion of any Lien on any of the Real Property under any Environmental Laws, except to the extent such Claim is attributable to any Hazardous Discharge or presence resulting from gross negligence, willful misconduct or actions on the part of Agent or any Lender. Borrowers’ obligations under this Section 16.5 shall arise upon the discovery of the presence of any Hazardous Materials at the Real Property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials, in each such case except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

16.6 Notice. Any notice or request hereunder may be given to Borrowing Agent or any Borrower or to Agent or any Lender at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this

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Section 16.6 only, a “Notice”) to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a website to which Borrowers are directed (an “Internet Posting”) if Notice of such Internet Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 16.6) in accordance with this Section 16.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 16.6 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 16.6. Any Notice shall be effective:

(a) In the case of hand-delivery, when delivered;

(b) If given by mail, four (4) days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(c) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, an Internet Posting or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business Day);

(d) In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(e) In the case of electronic transmission, when actually received;

(f) In the case of an Internet Posting, upon delivery of a Notice of such posting (including the information necessary to access such site) by another means set forth in this Section 16.6; and

(g) If given by any other means (including by overnight courier), when actually

received.

Any Lender giving a Notice to Borrowing Agent or any Borrower shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Lenders of its receipt of such Notice.

(A) If to Agent or PNC at:

PNC Bank, National Association

2100 Ross Avenue, Suite 1850

Dallas, Texas 75201

Attention:  Relationship Manager (PHI Group)

Telephone: (214) 871-1268

Facsimile:  (214) 871-2015

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with a copy to:

PNC Bank, National Association

PNC Agency Services

PNC Firstside Center

500 First Avenue (Mailstop: P7-PFSC-04-1)

Pittsburgh, Pennsylvania 15219

Attention: Lori Killmeyer

Telephone: (412) 807-7002

Facsimile: (412) 762-8672

with an additional copy to:

Holland & Knight LLP

200 Crescent Court

Suite 1600

Dallas, Texas 75201

Attention: Michelle W. Suarez

Telephone: (214) 964-9500

Facsimile: (214) 964-9501

(B) If to a Lender other than Agent, as specified on its Administrative Questionnaire

(C) If to Borrowing Agent or any Borrower:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA

Attention: Chris Mascarenhas, Treasurer

Telephone: (337) 235-2452

with a copy to:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA

Attention: Jason Whitley, Chief Financial Officer

Telephone: (337) 272-4396

with an additional copy to:

Milbank LLP

55 Hudson Yards

New York, NY 10001

Attention: Al Pisa

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

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16.7 Survival. The obligations of Borrowers under Sections 2.2(f), 2.2(g), 2.2(h), 3.7, 3.8, 3.9, 3.10, 16.5 and 16.9 and the obligations of Lenders under Sections 2.2, 2.15(b), 2.16, 2.18, 2.19, 14.8 and 16.5, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.

16.8 Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

16.9 Expenses. Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of one primary counsel for Agent, one FAA counsel for Agent and one additional local counsel in each applicable jurisdiction for Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the Other 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), (ii) all reasonable and documented out-of-pocket expenses incurred by Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by Agent, any Lender or Issuer (including the reasonable fees, charges and disbursements of any counsel for Agent, any Lender or Issuer), and shall pay all fees and time charges for attorneys who may be employees of Agent, any Lender or Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Other Documents, including its rights under this Section, or (B) in connection with the Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of Agent’s regular employees and agents engaged periodically to perform audits of the any Borrower’s or any Borrower’s Affiliate’s or Subsidiary’s books, records and business properties.

16.10 Injunctive Relief. Each Borrower recognizes that, in the event any Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Lenders; therefor, Agent, if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

16.11 Consequential Damages. Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to any Borrower, or any Guarantor (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement or any Other Document.

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16.12 Captions. The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

16.13 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto.

16.14 Construction. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.

16.15 Confidentiality; Sharing Information. Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, financing sources, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Borrower hereby authorizes each Lender to share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement. Notwithstanding any non-disclosure agreement or similar document executed by Agent in favor of any Borrower or any of any Borrower’s affiliates, the provisions of this Agreement shall supersede such agreements.

16.16 Publicity. Each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered into among Borrowers, Agent and Lenders, including announcements which are commonly known as tombstones, in such publications and to such selected parties as Agent shall deem appropriate and subject to the Borrowing Agent’s consent (not to be unreasonably withheld).

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16.17 Certifications From Banks and Participants; USA PATRIOT Act.

(a) Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act.

(b) The USA PATRIOT Act requires all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, any Lender may from time to time request, and each Borrower shall provide to such Lender, such Borrower’s name, address, tax identification number and/or such other identifying information as shall be necessary for such Lender to comply with the USA PATRIOT Act and any other Anti-Terrorism Law.

16.18 Anti-Terrorism Laws.

(a) Each Borrower represents and warrants that (i) no Covered Entity is a Sanctioned Person and (ii) no Covered Entity, either in its own right or through any third party, (A) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (C) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

(b) Each Borrower covenants and agrees that (i) no Covered Entity will become a Sanctioned Person, (ii) no Covered Entity, either in its own right or through any third party, will (A) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (C) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (D) use the Advances to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (iii) the funds used to repay the Obligations will not be derived from any unlawful activity, (iv) each Covered Entity shall comply with all Anti-Terrorism Laws and (v) the Borrowers shall promptly notify the Agent in writing upon the occurrence of a Reportable Compliance Event.

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16.19 Concerning Joint and Several Liability of Borrowers.

(a) Each of Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of Borrowers and in consideration of the undertakings of each of Borrowers to accept joint and several liability for the obligations of each of them.

(b) Each of Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of Borrowers without preferences or distinction among them.

(c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation.

(d) The obligations of each Borrower under the provisions of this Section 16.19 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

(e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advance made under this Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Agreement (except as otherwise provided herein), notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the provisions of this Section 16.19, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 16.19, it being the intention of each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section 16.19 shall not be discharged except by performance and then only to the extent of such performance or except as otherwise agreed in writing in accordance with Section 16.2. The Obligations of each Borrower under this Section 16.19 shall not be diminished or rendered unenforceable by any winding up, reorganization,

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arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any Lender.

(f) The provisions of this Section 16.19 are made for the benefit of the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against any of the other Borrowers or to exhaust any remedies available to it against any of the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 16.19 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this Section 16.19 will forthwith be reinstated in effect, as though such payment had not been made.

(g) Notwithstanding any provision to the contrary contained herein or in any other of the Other Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under Applicable Law (whether federal or state and including, without limitation, any federal or state bankruptcy laws).

(h) Borrowers hereby agree, as among themselves, that if any Borrower shall become an Excess Funding Borrower (as defined below), each other Borrower shall, on demand of such Excess Funding Borrower (but subject to the next sentence hereof and to subsection (B) below), pay to such Excess Funding Borrower an amount equal to such Borrower’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, assets, liabilities and debts of such Excess Funding Borrower) of such Excess Payment (as defined below). The payment obligation of any Borrower to any Excess Funding Borrower under this Section 16.19(h) shall be subordinate and subject in right of payment to the prior payment in full of the Obligations of such Borrower under the other provisions of this Agreement, and such Excess Funding Borrower shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such Obligations. For purposes hereof, (i) “Excess Funding Borrower” shall mean, in respect of any Obligations arising under the other provisions of this Agreement (hereafter, the “Joint Obligations”), a Borrower that has paid an amount in excess of its Pro Rata Share of the Joint Obligations; (ii) “Excess Payment” shall mean, in respect of any Joint Obligations, the amount paid by an Excess Funding Borrower in excess of its Pro Rata Share of such Joint Obligations; and (iii) “Pro Rata Share”, for the purposes of this Section 16.19(h), shall mean, for any Borrower, the ratio (expressed as a percentage) of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Borrower (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Borrower hereunder) to (B) the amount by which the aggregate present fair salable value of all assets and other properties of such

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Borrower and all of the other Borrowers exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Borrower and the other Borrowers hereunder) of such Borrower and all of the other Borrowers, all as of the Closing Date (if any Borrower becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 16.19(h) such subsequent Borrower shall be deemed to have been a Borrower as of the Closing Date and the information pertaining to, and only pertaining to, such Borrower as of the date such Borrower became a Borrower shall be deemed true as of the Closing Date) notwithstanding the payment obligations imposed on Borrowers in this Section, the failure of a Borrower to make any payment to an Excess Funding Borrower as required under this Section shall not constitute an Event of Default.

16.20 Effectiveness of Facsimile Documents and Signatures. This Agreement or the Other Documents may be transmitted and signed and delivered by facsimile or other electronic means. The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall be binding on all Borrowers. Notwithstanding the foregoing, Agent shall have the right to require the Borrowers deliver to Agent manually signed originals of this Agreement and the Other Documents.

[Remainder of page intentionally left blank]

154

Each of the parties has signed this Agreement as of the day and year first above written.

BORROWERS:
PHI GROUP, INC.
By:	/s/ Chris Mascarenhas
Name: Chris Mascarenhas
Title: Treasurer
PHI CORPORATE, LLC
By:	/s/ Chris Mascarenhas
Name: Chris Mascarenhas
Title: Treasurer
PHI AVIATION, LLC
By:	/s/ Chris Mascarenhas
Name: Chris Mascarenhas
Title: Treasurer
PHI HEALTH, LLC
By:	/s/ Chris Mascarenhas
Name: Chris Mascarenhas
Title: Treasurer
PHI TECH SERVICES, LLC
By:	/s/ Chris Mascarenhas
Name: Chris Mascarenhas
Title: Treasurer
AM EQUITY HOLDINGS, L.L.C.
By:	/s/ Chris Mascarenhas
Name: Chris Mascarenhas
Title: Treasurer

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

PHI HELIPASS, L.L.C
By:	/s/ Chris Mascarenhas
Name: Chris Mascarenhas
Title: Treasurer

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

AGENT:
PNC BANK, NATIONAL ASSOCIATION,
as Lender and as Agent
By:	/s/ Brad Miller
Name: Brad Miller
Title: Vice President
Revolving Commitment Percentage: 100%
Revolving Commitment Amount: $55,000,000
Term Loan Commitment Percentage: 57.142857%
Term Loan Commitment Amount: $20,000,000

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

OTHER LENDERS:
TEXAS EXCHANGE BANK, as Lender
By:	/s/ Bennett Johnsen
Name: Bennett Johnsen
Title: CFO
Term Loan Commitment Percentage: 42.857143%
Term Loan Commitment Amount: $15,000.000

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

EX-10.4

Exhibit 10.4

Execution Version

FIRST AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

This FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”), is made and entered into as of November 9, 2021, by and among PHI GROUP, INC., a Delaware corporation (“PHI Group”), PHI CORPORATE, LLC, a Delaware limited liability company (“PHI Corporate”), PHI AVIATION, LLC, a Louisiana limited liability company (“PHI Aviation”), PHI HEALTH, LLC, a Louisiana limited liability company (“PHI Health”), PHI TECH SERVICES, LLC, a Louisiana limited liability company (“PHI Tech Services”), AM EQUITY HOLDINGS, L.L.C., a Louisiana limited liability company (“AM Equity Holdings”), PHI HELIPASS, L.L.C., a Louisiana limited liability company (“PHI Helipass”; and together with PHI Group, PHI Corporate, PHI Aviation, PHI Health, PHI Tech Services, AM Equity Holdings, and PHI Helipass, collectively, the “Borrowers”, and each a “Borrower”), the Lenders party hereto, and PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders (together with its successors and permitted assigns in such capacity, the “Agent”).

PRELIMINARY STATEMENTS

WHEREAS, Borrowers, Agent, and the financial institutions party thereto (each a “Lender” and collectively, the “Lenders”), are party to that certain Revolving Credit, Term Loan and Security Agreement, dated as of October 2, 2020 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time prior to the Effective Date, the “Existing Credit Agreement”);

WHEREAS, Borrowers have requested that Agent and Lenders permit the making of the First Amendment Dividend and make certain other amendments to the Existing Credit Agreement as set forth herein (such Existing Credit Agreement, as amended, is herein referred to as the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions set forth herein, Agent and the Lenders are willing to permit the making of the First Amendment Dividend and make certain other amendments to the Existing Credit Agreement, all as set forth herein.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound agree as follows:

ARTICLE I

DEFINITIONS

1.01 Capitalized terms herein and not defined herein shall have the meanings ascribed to them in the Credit Agreement.

[PHI Group] First Amendment to Credit Agreement

ARTICLE II

AMENDMENTS

2.01 Effective as of the Effective Date (as defined below), the parties hereto hereby agree that the Existing Credit Agreement (and to the extent provided in Exhibit A hereto, the exhibits and schedules to the Existing Credit Agreement) is amended (a) to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (b) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in Exhibit A attached hereto.

ARTICLE III

NO WAIVER

3.01 Nothing contained in this Amendment, or any other communication between or among Agent, any Lender and any Borrower, shall be construed as a waiver by Agent or Lenders of, any covenant or provision of the Existing Credit Agreement, the Credit Agreement, this Amendment, the Other Documents, or any other contract or instrument between or among any Borrower, Agent and/or Lenders, or of any similar future transaction, and the failure of Agent and/or Lenders at any time or times hereafter to require strict performance by any Borrower of any provision thereof shall not waive, affect or diminish any right of Agent and/or Lenders to thereafter demand strict compliance therewith. Nothing contained in this Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect Agent’s or any Lender’s right at any time to exercise any right, privilege or remedy in connection with the Existing Credit Agreement, the Credit Agreement or any Other Documents, each as amended hereby, (b) except as expressly provided herein or therein, amend or alter any provision of the Existing Credit Agreement or any Other Documents or any other contract or instrument, or (c) constitute any course of dealings or other basis for altering any obligation of any Borrower under the Credit Agreement or any Other Documents or any right, privilege or remedy of any Agent or any Lender under the Existing Credit Agreement, the Credit Agreement, any Other Documents or any other contract or instrument. Agent and Lenders hereby reserve all rights granted under the Existing Credit Agreement, the Other Documents, each as amended hereby, this Amendment and any other contract or instrument between or among any Borrower, Agent and Lenders, each as amended hereby.

ARTICLE IV

CONDITIONS TO EFFECTIVENESS

4.01 Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the first date upon which all such conditions have been satisfied or waived being herein called the (“Effective Date”)):

(a) Agent shall have received this Amendment duly executed by the Borrowers, Agent, and each Lender party hereto.

- 2 -

[PHI Group] First Amendment to Credit Agreement

(b) Payment to the Agent of all fees and documented out-of-pocket expenses incurred by Agent in connection with the Credit Agreement, the Other Documents, or this Amendment and presented to the Borrowers for payment prior to the Effective Date.

(c) After giving effect to this Amendment, each of the representations and warranties made by any Borrower in or pursuant to this Amendment, the Credit Agreement, and the Other Documents to which it is a party shall be true and correct in all material respects (unless already qualified by materiality in such specific provision) on and as of the date hereof as if made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

(d) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing unless such Default or Event of Default has been specifically waived in writing by Agent.

ARTICLE V

RATIFICATIONS, REPRESENTATIONS AND WARRANTIES, AND REAFFIRMATION

5.01 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Existing Credit Agreement and the Other Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Existing Credit Agreement and the Other Documents are ratified and confirmed and shall continue in full force and effect. Borrowers hereby agree that all Liens and security interests securing payment of the Obligations under the Existing Credit Agreement and each Other Document are hereby collectively renewed, ratified and brought forward as security for the payment and performance of the Obligations. Borrowers, the Agent and the Lenders agree that the Existing Credit Agreement and the Other Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.

5.02 Representations and Warranties. Each Borrower hereby represents and warrants to Agent and Lenders as of the date of this Amendment as follows:

(a) it is duly incorporated or formed and is in good standing under the laws of its state or province of incorporation or formation, as the case may be;

(b) it has full power, authority and legal right to enter into this Amendment and to perform all its respective Obligations hereunder;

(c) the execution, delivery and performance of this Amendment (i) are within such Borrower’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of the terms of such Borrower’s Organizational Documents, (ii) will not conflict with or violate, in any material respect, any Applicable Law or regulation, or any judgment, order or decree of any Governmental Body binding on such Borrower, and (iii) will not require the Consent of any Governmental Body, except those Consents obtained on or before the date hereof and which are in full force and effect;

- 3 -

[PHI Group] First Amendment to Credit Agreement

(d) This Amendment has been duly executed and delivered by each Borrower, and this Amendment constitutes the legal, valid and binding obligation of such Borrower enforceable in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and general principles of equity;

(e) no Default or Event of Default has occurred and is continuing or would result by the execution, delivery or performance of this Amendment; and

(f) after giving effect to this Amendment, each of the representations and warranties made by any Borrower in or pursuant to this Amendment, the Credit Agreement, and the Other Documents to which it is a party shall be true and correct in all material respects (unless already qualified by materiality in such specific provision) on and as of the date hereof as if made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.01 Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or the Other Documents shall survive the execution and delivery of this Amendment and the Other Documents, and no investigation by Agent shall affect the representations and warranties or the right of Agent to rely upon them.

6.02 Reference to Existing Agreements. Each of the Existing Credit Agreement and the Other Documents are hereby amended so that any reference in the Credit Agreement and such Other Documents to the “Credit Agreement” shall mean a reference to the Credit Agreement.

6.03 Expenses of Agent. Borrowers shall pay (a) all documented out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), in connection with the preparation, negotiation, execution, delivery and administration of this Amendment (whether or not the transactions contemplated hereby shall be consummated) and (b) all out-of-pocket expenses incurred by Agent, any Lender or Issuer (including the fees, charges and disbursements of any counsel for Agent, any Lender or Issuer), in connection with the enforcement or protection of its rights (i) in connection with this Amendment, the Credit Agreement, and the Other Documents or (ii) in connection with the Advances made or Letters of Credit issued under the Credit Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit.

6.04 Severability. If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

- 4 -

[PHI Group] First Amendment to Credit Agreement

6.05 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of each Borrower, Agent, each Lender, all future holders of the Obligations and their respective successors and permitted assigns, except that no Borrower may assign or transfer any of its rights or obligations under this Amendment without the prior written consent of Agent and each Lender.

6.06 No Commitment. Borrowers agree that neither Agent nor any Lender has made any commitment or other agreement regarding the Credit Agreement or the Other Documents, except as expressly set forth in this Amendment.

6.07 Counterparts. This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto.

6.08 Effect of Waiver. No consent or waiver, express or implied, by Agent to or for any breach of or deviation from any covenant or condition by Borrowers shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.

6.09 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

6.10 Applicable Law. THIS AMENDMENT, AND ALL MATTERS RELATING HERETO OR ARISING HEREFROM (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK.

6.11 Further Assurances. Borrowers shall execute and deliver to the Agent from time to time, upon demand, such supplemental agreements, documents, statements, assignments, transfers, or such other instruments as the Agent may reasonably request, in order that the full intent of the Credit Agreement and this Amendment may be carried into effect.

6.12 Final Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER DOCUMENTS CONTAIN THE ENTIRE UNDERSTANDING BETWEEN EACH BORROWER, AGENT AND EACH LENDER AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. ANY PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED AND HEREINAFTER MADE SHALL HAVE NO FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY EACH BORROWER’S, AGENT’S AND EACH LENDER’S RESPECTIVE OFFICERS. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE PARTIES HERETO.¹

[Remainder of page intentionally blank; signature pages follow.]

¹  Note to H&K: A release is not appropriate for a non-distressed Borrower. If we were immediately leaving Bankruptcy or if we were nearing the zone of insolvency, then maybe we could consider. But this isn’t our fact pattern.

- 5 -

[PHI Group] First Amendment to Credit Agreement

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date first above written.

BORROWERS:
PHI GROUP, INC.
By:	/s/ Jason Whitley
Name:	Jason Whitley
Title:	CFO
PHI CORPORATE, LLC
By:	/s/ Jason Whitley
Name:	Jason Whitley
Title:	CFO
PHI AVIATION, LLC
By:	/s/ Jason Whitley
Name:	Jason Whitley
Title:	VP
PHI HEALTH, LLC
By:	/s/ Jason Whitley
Name:	Jason Whitley
Title:	VP
PHI TECH SERVICES, LLC
By:	/s/ Jason Whitley
Name:	Jason Whitley
Title:	CFO

[SIGNATURE PAGE TO FIRST AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

AM EQUITY HOLDINGS, L.L.C.
By:	/s/ Jason Whitley
Name:	Jason Whitley
Title:	CFO
PHI HELIPASS, L.L.C.
By:	/s/ Jason Whitley
Name:	Jason Whitley
Title:	CFO

[SIGNATURE PAGE TO FIRST AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

AGENT AND LENDER:
PNC BANK, NATIONAL ASSOCIATION, as Agent and a Lender
By:	/s/ Ron Zeiber
Name:	Ron Zeiber
Title:	Senior Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

LENDER:
TEXAS EXCHANGE BANK, as a Lender
By:	/s/ Gil Libling
Name:	Gil Libling
Title:	Chief Credit Officer

[SIGNATURE PAGE TO FIRST AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

EXHIBIT A

Amended Credit Agreement

See attached.

[PHI Group] First Amendment to Credit Agreement

EXECUTION VERSION

C ONFORMED THROUGH FIRST AMENDMENT

REVOLVING CREDIT, TERM LOAN

AND

SECURITY AGREEMENT

AMONG

PHI GROUP, INC.,

AND

CERTAIN OF ITS SUBSIDIARIES,

(BORROWERS),

AND

PNC BANK, NATIONAL ASSOCIATION

(AS LENDER AND AS AGENT),

AND

THE FINANCIAL INSTITUTIONS

FROM TIME TO TIME PARTY HERETO

(AS LENDERS)

WITH

PNC CAPITAL MARKETS, LLC

(AS LEAD ARRANGER AND BOOKRUNNER)

Dated as of October 2, 2020

[PHI Group] Revolving Credit, Term Loan and Security Agreement

TABLE OF CONTENTS

		Page
I.	DEFINITIONS		1
1.1	Accounting Terms		1
1.2	General Terms		1
1.3	Uniform Commercial Code Terms		5254
1.4	Certain Matters of Construction		55
1.5	LIBOR Notification		5356
II.	ADVANCES, PAYMENTS		56
2.1	Revolving Advances		56
2.2	Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances		5557
2.3	Term Loan		5759
2.4	Swing Loans		60
2.5	Disbursement of Advance Proceeds		61
2.6	Making and Settlement of Advances		5961
2.7	Maximum Advances		6163
2.8	Manner and Repayment of Advances		6163
2.9	Repayment of Excess Advances		6264
2.10	Statement of Account		6264
2.11	Letters of Credit		65
2.12	Issuance of Letters of Credit		6365
2.13	Requirements For Issuance of Letters of Credit		6466
2.14	Disbursements, Reimbursement		6467
2.15	Repayment of Participation Advances		6668
2.16	Documentation		6669
2.17	Determination to Honor Drawing Request		69
2.18	Nature of Participation and Reimbursement Obligations		69
2.19	Liability for Acts and Omissions		6870
2.20	Mandatory Prepayments		6972
2.21	Use of Proceeds		7174
2.22	Defaulting Lender		74
2.23	Payment of Obligations		7476
III.	INTEREST AND FEES		77
3.1	Interest		77
3.2	Letter of Credit Fees		7577
3.3	Facility Fee		7679
3.4	Collateral Evaluation Fee and Fee Letter		79
3.5	Computation of Interest and Fees		7780
3.6	Maximum Charges		7780
3.7	Increased Costs		80
3.8	Alternate Rate of Interest		7881
3.9	Capital Adequacy		8290
3.10	Taxes		8391
3.11	Replacement of Lenders		8594

i

[PHI Group] Revolving Credit, Term Loan and Security Agreement

IV.	COLLATERAL: GENERAL TERMS	8694
4.1	Security Interest in the Collateral	8694
4.2	Perfection of Security Interest	8795
4.3	Preservation of Collateral	8795
4.4	Ownership and Location of Collateral	8796
4.5	Defense of Agent’s and Lenders’ Interests	8896
4.6	Inspection of Premises	8997
4.7	Appraisals	8997
4.8	Receivables; Deposit Accounts and Securities Accounts	8997
4.9	Inventory	93101
4.10	Maintenance of Equipment	93101
4.11	Exculpation of Liability	93102
4.12	Financing Statements	93102
4.13	State of Registration, Ownership and Perfection Requirements of Aircraft Collateral	94102
4.14	Investment Property	95103
V.	REPRESENTATIONS AND WARRANTIES	96104
5.1	Authority	96104
5.2	Formation and Qualification; Investment Property	97105
5.3	Survival of Representations and Warranties	97105
5.4	Tax Returns	97105
5.5	Financial Statements	97106
5.6	Entity Names	98106
5.7	Environmental Compliance; Flood Insurance	98107
5.8	Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance	99107
5.9	Patents, Trademarks, Copyrights and Licenses	100108
5.10	Licenses and Permits	100108
5.11	Default of Indebtedness	100108
5.12	No Default	100108
5.13	No Burdensome Restrictions	100109
5.14	No Labor Disputes	100109
5.15	Margin Regulations	101109
5.16	Investment Company Act	101109
5.17	Disclosure	101109
5.18	[Reserved]	101109
5.19	[Reserved]	101109
5.20	Swaps	101109
5.21	Business and Property of Borrowers	101109
5.22	Ineligible Securities	101109
5.23	Federal Securities Laws	101110
5.24	Equity Interests	101110
5.25	Commercial Tort Claims	102110

ii

[PHI Group] Revolving Credit, Term Loan and Security Agreement

5.26	Letter of Credit Rights	102110
5.27	[Reserved]	102110
5.28	Certificate of Beneficial Ownership	102110
5.29	Healthcare Authorizations	102110
5.30	HIPAA Compliance	102111
5.31	Reimbursement; Third Party Payors	103111
5.32	Other Healthcare Regulatory Matters	103111
5.33	Compliance with Healthcare Laws	103111
5.34	Information with Respect to Certain Aircraft	104112
5.35	Sanctions and other Anti-Terrorism Laws	112
5.36	Anti-Corruption Laws	112
VI.	AFFIRMATIVE COVENANTS	104112
6.1	Compliance with Laws	104112
6.2	Conduct of Business and Maintenance of Existence and Assets	104113
6.3	Books and Records	104113
6.4	Payment of Taxes	104113
6.5	Financial Covenants	105113
6.6	Insurance	106114
6.7	Payment of Indebtedness and Leasehold Obligations	108117
6.8	Environmental Matters	108117
6.9	Standards of Financial Statements	109117
6.10	Federal Securities Laws	109117
6.11	Execution of Supplemental Instruments	109117
6.12	Healthcare Operations	109118
6.13	Government Receivables	110118
6.14	[Reserved]	110118
6.15	Keepwell	110118
6.16	Certificate of Beneficial Ownership and Other Additional Information	110119
6.17	COVID-19 Assistance	110119
6.18	Post-Closing Obligations	111119
6.19	After-Acquired Aircraft Collateral	111119
6.20	Aircraft Collateral Information	111120
6.21	Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws	120
VII.	NEGATIVE COVENANTS	112121
7.1	Merger, Consolidation, Acquisition and Sale of Assets	112121
7.2	Creation of Liens	114122
7.3	Guarantees	114123
7.4	Investments	114123
7.5	Loans	114123
7.6	Capital Expenditures	114123
7.7	Restricted Payments	115123
7.8	Indebtedness	115124
7.9	Nature of Business	115124
7.10	Transactions with Affiliates	115124
7.11	Healthcare Matters	116125

iii

[PHI Group] Revolving Credit, Term Loan and Security Agreement

7.12	Subsidiaries	116125
7.13	Fiscal Year and Accounting Changes	116125
7.14	Pledge of Credit	116125
7.15	Amendment of Organizational Documents	117125
7.16	Compliance with ERISA	117126
7.17	Prepayment of Indebtedness	117126
7.18	Location of Aircraft Collateral; State of Registration; Aircraft Collateral Owner	117126
7.19	Government Lockbox Instructions	117126
7.20	Membership / Partnership Interests	118126
7.21	Sanctions and other Anti-Terrorism Laws	127
7.22	Anti-Corruption Laws	127
VIII.	CONDITIONS PRECEDENT	118127
8.1	Conditions to Initial Advances	118127
8.2	Conditions to Each Advance	121130
IX.	INFORMATION AS TO BORROWERS	122131
9.1	Disclosure of Material Matters	122131
9.2	Schedules	122131
9.3	Environmental Reports	123132
9.4	Litigation	123132
9.5	Material Occurrences	123132
9.6	[Reserved]	123133
9.7	Annual Financial Statements	123133
9.8	Quarterly Financial Statements	124133
9.9	Monthly Financial Statements	124133
9.10	Other Reports	124133
9.11	Additional Information	124133
9.12	Projected Operating Budget	124134
9.13	Variances From Operating Budget	125134
9.14	Notice of Suits, Adverse Events	125134
9.15	ERISA Notices and Requests	125134
9.16	Healthcare Matters	125134
9.17	Additional Documents	126135
9.18	Updates to Certain Schedules	126135
9.19	Financial Disclosure	126136
X.	EVENTS OF DEFAULT	126136
10.1	Nonpayment	127136
10.2	Breach of Representation	127136
10.3	Financial Information	127136
10.4	Judicial Actions	127136
10.5	Noncompliance	127136
10.6	Judgments	127137
10.7	Bankruptcy	128137
10.8	Material Adverse Effect	128137

iv

[PHI Group] Revolving Credit, Term Loan and Security Agreement

10.9	Lien Priority	128137
10.10	Exclusion Event	128137
10.11	Cross Default	128137
10.12	Breach of Guaranty or Pledge Agreement	128138
10.13	Change of Control	128138
10.14	Invalidity	128138
10.15	Seizures	129138
10.16	Use of Proceeds	138
10.1710.16	Pension Plans	129138
10.17	Anti-Money Laundering/International Trade Law Compliance	138
XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT	129138
11.1	Rights and Remedies	129138
11.2	Agent’s Discretion	131140
11.3	Setoff	131140
11.4	Rights and Remedies not Exclusive	131140
11.5	Allocation of Payments After Event of Default	131140
XII.	WAIVERS AND JUDICIAL PROCEEDINGS	133142
12.1	Waiver of Notice	133142
12.2	Delay	133142
12.3	Jury Waiver	133142
XIII.	EFFECTIVE DATE AND TERMINATION	133143
13.1	Term	133143
13.2	Termination	134143
XIV.	REGARDING AGENT	134143
14.1	Appointment	134143
14.2	Nature of Duties	134144
14.3	Lack of Reliance on Agent	135144
14.4	Resignation of Agent; Successor Agent	135145
14.5	Certain Rights of Agent	136145
14.6	Reliance	136145
14.7	Notice of Default	136146
14.8	Indemnification	137146
14.9	Agent in its Individual Capacity	137146
14.10	Delivery of Documents	137146
14.11	Borrowers’ Undertaking to Agent	137146
14.12	No Reliance on Agent’s Customer Identification Program	137147
14.13	Other Agreements	138147
14.14	Erroneous Payments	147
XV.	BORROWING AGENCY	138150
15.1	Borrowing Agency Provisions	138150
15.2	Waiver of Subrogation	139151
15.3	Common Enterprise	139151

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

XVI.	MISCELLANEOUS	139151
16.1	Governing Law	139151
16.2	Entire Understanding	140152
16.3	Successors and Assigns; Participations; New Lenders	143155
16.4	Application of Payments	145157
16.5	Indemnity	145157
16.6	Notice	146158
16.7	Survival	149160
16.8	Severability	149161
16.9	Expenses	149161
16.10	Injunctive Relief	149161
16.11	Consequential Damages	149161
16.12	Captions	150161
16.13	Counterparts; Facsimile Signatures	150161
16.14	Construction	150162
16.15	Confidentiality; Sharing Information	150162
16.16	Publicity	150162
16.17	Certifications From Banks and Participants; USA PATRIOT Act	151163
16.18	Anti-Terrorism Laws Reserved	151163
16.19	Concerning Joint and Several Liability of Borrowers	151163
16.20	Effectiveness of Facsimile Documents and Signatures	154166

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

LIST OF EXHIBITS AND SCHEDULES

Exhibits
Exhibit 1.2	Borrowing Base Certificate
Exhibit 1.2(a)	Compliance Certificate
Exhibit 2.1(a)	Revolving Credit Note
Exhibit 2.3	Term Note
Exhibit 2.4(a)	Swing Loan Note
Exhibit 5.5(b)	Financial Projections
Exhibit 8.1(g)	Financial Condition Certificate
Exhibit 9.2	Aircraft Collateral Certificate
Exhibit 16.3	Commitment Transfer Supplement
Schedules
Schedule 1.2(a)	Permitted Encumbrances
Schedule 1.2(b)	Material Real Property
Schedule 1.2(d)	Medicare Accelerated Payments
Schedule 4.4	Equipment and Inventory Locations; Place of Business, Chief Executive Office, Real Property
Schedule 4.8(h)	Deposit, Investment Accounts and Government Lockbox Accounts
Schedule 4.8(i)	Lockbox Bank
Schedule 5.1	Consents
Schedule 5.2(a)	States of Qualification and Good Standing
Schedule 5.2(b)	Subsidiaries
Schedule 5.4	Federal Tax Identification Number
Schedule 5.6	Prior Names
Schedule 5.7	Environmental
Schedule 5.8(b)(i)	Litigation
Schedule 5.8(b)(ii)	Indebtedness
Schedule 5.8(d)	Plans
Schedule 5.9	Intellectual Property, Source Code Escrow Agreements
Schedule 5.10	Licenses and Permits
Schedule 5.14	Labor Disputes
Schedule 5.24	Equity Interests
Schedule 5.25	Commercial Tort Claims
Schedule 5.26	Letter of Credit Rights
Schedule 7.3	Guarantees
Schedule 7.4	Investments
Schedule 7.12	Partnerships, Joint Ventures or Similar Arrangements

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

REVOLVING CREDIT, TERM LOAN

AND

SECURITY AGREEMENT

Revolving Credit, Term Loan and Security Agreement dated as of October 2, 2020 among PHI GROUP, INC., a Delaware corporation (“PHI Group”), PHI CORPORATE, LLC, a Delaware limited liability company (“PHI Corporate”), PHI AVIATION, LLC, a Louisiana limited liability company (“PHI Aviation”), PHI HEALTH, LLC, a Louisiana limited liability company (“PHI Health”), PHI TECH SERVICES, LLC, a Louisiana limited liability company (“PHI Tech Services”), AM EQUITY HOLDINGS, L.L.C., a Louisiana limited liability company (“AM Equity Holdings”), PHI HELIPASS, L.L.C., a Louisiana limited liability company (“PHI Helipass”; and together with PHI Group, PHI Corporate, PHI Aviation, PHI Health, PHI Tech Services, AM Equity Holdings, PHI Helipass and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows:

I. DEFINITIONS.

1.1 Accounting Terms. As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined shall have the respective meanings given to them under GAAP; provided, however that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrowers for the fiscal year ended December 31, 2019. If there occurs after the Closing Date any change in GAAP that affects in any respect the calculation of any covenant contained in this Agreement or the definition of any term defined under GAAP used in such calculations, Agent, Lenders and Borrowers shall negotiate in good faith to amend the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and Borrowers after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date, provided, that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and Borrowers shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the appropriate financial information required hereunder with respect to Borrowers both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP.

1.2 General Terms. For purposes of this Agreement the following terms shall have the following meanings:

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Accountants” shall have the meaning set forth in Section 9.7 hereof.

“Act” means the Federal Aviation Act of 1958, as amended, together with the Aviation Regulations of the FAA and recodified in Subtitle VII of Title 49 of the United States Code, as the same may be in effect from time to time.

“Adjusted EBITDA” shall mean for any period with respect to Borrowers on a Consolidated Basis, without duplication, an amount equal to (i) EBITDA for such period plus to the extent (and in the same proportion) deducted in determining net income for such period, (a) costs, fees and expenses incurred by Borrowers in connection with the Transactions in an amount not to exceed $10,000,000 in the aggregate to the extent paid in cash within ninety (90) days of the Closing Date, (b) the amount of extraordinary, nonrecurring or unusual losses, (c) reasonable out-of-pocket fees and expenses paid in connection with (1) Investments that have been consummated in accordance with this Agreement and (2) non-ordinary course transactions that have been consummated in accordance with this Agreement and failed acquisitions 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 (c), not to exceed $3,000,000 in the aggregate during any trailing 12-month period, in each case, only so long as such transactions are permitted pursuant to the terms hereof, (d) fees paid to the Agent and the Lenders to the extent not included above, (e) 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 Subsidiaries, (f) the aggregate amount of non-cash losses on the disposition of property by the Borrowers during such fiscal year (other than sales of Inventory in the Ordinary Course of Business), (g) the amount of any non-cash restructuring charges, accruals or reserves, (h) the amount of any restructuring charges paid in cash in an amount not to exceed $10,000,000 in the aggregate in any fiscal year, (i) 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 otherwise are reasonably identifiable and projected by the Borrowing Agent 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 eight 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 (A) amounts added-back pursuant to this clause (i) shall not exceed 10% of Adjusted EBITDA (calculated prior to giving effect to such add-back) and (B) such cap shall not apply to adjustments made in accordance with Regulation S-X, (j) all other non-cash items reducing 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) to the extent (and in the same proportion) included in determining net income for such period, (a) realized foreign exchange gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of such Person and its Subsidiaries, (b) the aggregate amount of non-cash gains on the disposition of property by the Borrowers during such fiscal year (other than sales of Inventory in the Ordinary Course of Business), and (c) the aggregate amount of all other non-cash items, to the extent such items increased net income for such period. Notwithstanding the foregoing, for purposes of determining Adjusted EBITDA for the periods set forth below, Adjusted EBITDA shall be deemed to be:

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

Period	Adjusted EBITDA
from October 1, 2019 through December 31, 2019	$	26,320,000
from January 1, 2020 through March 31, 2020	$	20,125,000
from April 1, 2020 through June 30, 2020	$	20,903,000

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

“Advance Rates” shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof.

“Advances” shall mean and include the Revolving Advances, Letters of Credit, the Swing Loans and the Term Loan.

“Affected Lender” shall have the meaning set forth in Section 3.11 hereof.

“Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote ten percent (10%) or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise. No Person who is a Lender on the Closing Date shall be considered an Affiliate of any Borrower oy Subsidiary of any Borrower for purposes of this Agreement or the Other Documents.

“Agent” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“Agreement” shall mean this Revolving Credit, Term Loan and Security Agreement, as the same may be amended, amended and restated, replaced and restated, extended, supplemented and/or otherwise modified from time to time.

“Agreement Among Lenders” shall mean that certain Agreement Among Lenders by and among Agent and Lenders dated as of the Closing Date.

“Aircraft” means each of the rotorcraft (helicopters) and fixed-wing aircraft described in the Aircraft Collateral Certificate, 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.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Aircraft Collateral” means all Aircraft and Engines now or hereafter owned by any Borrower or any Guarantor including any leases and sub-leases pursuant to which any such Aircraft are operated (collectively, the “Aircraft Leases”), and all Spare Parts now or hereafter owned by any Borrower or any Guarantor; provided, however, that Aircraft Collateral shall not include (i) any Aircraft not registered in the United States of America (or other jurisdiction as from time to time agreed to by Agent in its Permitted Discretion after consultation with Borrowing Agent pursuant to Section 4.13) or otherwise not required to be pledged under the terms of this Agreement (including all engines, rotor blades, rotor blade components, auxiliary power units and other equipment, avionics, appurtenances and accessions attached to or installed on such excluded Aircraft), (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 any 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 any Borrower or any Guarantor, as lessee, (iv) any Aircraft or Engine that do not meet the Minimum Aircraft/Engine Requirements, (v) any Aircraft Leases that does not meet the Minimum Aircraft Lease Requirements, and (vi) any Aircraft, Engine, Spare Part or Aircraft Lease to the extent, and for so long as, in the reasonable judgment of the 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 Certificate” means a certificate in the form of Exhibit 9.2 or any other form approved by the Agent. Unless otherwise specified, references to “Aircraft Collateral Certificate” herein shall be deemed to refer to the most recent Aircraft Collateral Certificate delivered to the Agent from time to time.

“Aircraft Collateral 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 or Spare Parts as shown in the Aircraft Collateral Certificate.

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

“Aircraft Mortgage” means each Aircraft and Engine mortgage and security agreement entered into by any Borrower in favor of the Agent evidencing the Liens in respect of such Aircraft Collateral that will secure the Obligations, in each case as amended, modified, restated, supplemented or replaced from time to time.

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

“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.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“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 Aircraft Collateral Owner.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect on such day, (b) the sum of the Overnight Bank Funding Rate in effect on such day plus one half of one percent (0.5%), and (c) the sum of the Daily LIBOR Rate in effect on such day plus one percent (1.0%), so long as a Daily LIBOR Rate is offered, ascertainable and not unlawful. Any change in the Alternate Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Alternate Source” shall have the meaning set forth in the definition of Overnight Bank Funding Rate.

“Anti-Corruption Laws” shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other similar anti-corruption laws or regulations administered or enforced in any jurisdiction in which a Borrower or any of its Subsidiaries conduct business.

“Anti-Terrorism LawsLaw ” shall mean any Laws relatingLaw in force or hereinafter enacted related to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time., or economic sanctions, including the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the USA PATRIOT Act, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et. seq., the Trading with the Enemy Act, 50 U.S.C. App. 1, et seq., 18 U.S.C. § 2332d, and 18 U.S.C. § 2339b.

“Applicable Law” shall mean all Laws applicable to the Person, conduct, transaction, covenant, Other Document or contract in question, all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators.

“Applicable Margin” shall mean (a) an amount equal to twoone and one half of one percent (2.501.50%) for (i) Revolving Advances consisting of Domestic Rate Loans, and (ii) Swing Loans, (b) an amount equal to threetwo and one half of one percent (3.502.50%) for Revolving Advances consisting of LIBOR Rate Loans, (c) an amount equal to threetwo percent (3.002.00%) for Advances under the Term Loan consisting of Domestic Rate Loans and (d) an amount equal to fourthree percent (4.003.00%) for Advances under the Term Loan consisting of LIBOR Rate Loans.

“Application Date” shall have the meaning set forth in Section 2.8(b) hereof.

“Approvals” shall have the meaning set forth in Section 5.7(b) hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Approved Electronic Communication” shall mean each notice, demand, communication, information, document and other material transmitted, posted or otherwise made or communicated by e-mail, E-Fax, the Credit Management Module of PNC’s PINACLE^® system, or any other equivalent electronic service agreed to by Agent, whether owned, operated or hosted by Agent, any Lender, any of their Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any Other Document, including any financial statement, financial and other report, notice, request, certificate and other information material; provided that Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent specifically instructs a Person to deliver in physical form.

“APU” means (i) each auxiliary power unit as described in the 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.

“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.”

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

“Base Rate” shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC.

“Beneficial Owner” shall mean, for each Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control, manage, or direct such Borrower.

“Benefited Lender” shall have the meaning set forth in Section 2.6(e) hereof.

“Blocked Account Bank” shall have the meaning set forth in Section 4.8(h) hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Blocked Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Borrower” or “Borrowers” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Persons.

“Borrowers’ Account” shall have the meaning set forth in Section 2.10 hereof.

“Borrowers on a Consolidated Basis” shall mean the consolidation in accordance with GAAP of the accounts or other items of Borrowers and their respective Subsidiaries.

“Borrowing Agent” shall mean PHI Group.

“Borrowing Base Certificate” shall mean a certificate in substantially the form of Exhibit 1.2 hereto duly executed by the Financial Officer of the Borrowing Agent and delivered to the Agent, appropriately completed, by which such officer shall certify to Agent the Formula Amount and calculation thereof as of the date of such certificate.

“Business Day” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by Law to be closed for business in East Brunswick, New Jersey and, if the applicable Business Day relates to any LIBOR Rate Loans, such day must also be a day on which dealings are carried on 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.

“Cape Town Lease” means any Aircraft Lease (including but not limited to any Aircraft Lease between Loan Parties) that has been entered into, extended, assigned or novated after March 1, 2006 (or such later date as the Cape Town Convention may be given effect under the law of any applicable jurisdiction) (A) with a lessee “situated in” a Contracting State, provided that such Contracting State has implemented the Cape Town Convention, or (B) where the related Aircraft Collateral is registered in a Contracting State.

“Capital Expenditures” shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements (or of any replacements or substitutions thereof or additions thereto) which have a useful life of more than one year and which, in accordance with GAAP, would be classified as capital expenditures. Capital Expenditures shall include the total principal portion of Capitalized Lease Obligations.

“Capitalized Lease Obligation” shall mean any Indebtedness of any Borrower represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP (excluding, for the avoidance of doubt, any lease for use of aircraft, engines or related equipment entered into by any 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).

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“CARES Act” shall mean (i) the Coronavirus Aid, Relief, and Economic Security Act, as amended and in effect from time to time (and including any successor thereto) and all requirements thereunder or issued in connection therewith or in implementation thereof, regardless of the date enacted, adopted, issued or implemented.

“CARES Act Provider Relief Payments” means, collectively, the payments received by the Loan Parties under the Provider Relief Fund appropriated as part of the CARES Act and administered by the Department of Health and Human Services through its Public Health and Social Services Emergency Fund.

“CARES and Other COVID-19 Laws” shall mean, any one individually or collectively, as applicable (i) the CARES Act and (ii) any other Laws and regulations issued or enacted by a Governmental Body (and in effect from time to time) in order to provide assistance in response to COVID-19 and (and including any successor to any of the foregoing) and all requirements under any of the foregoing or issued in connection with any of the foregoing or in its implementation, regardless of the date enacted, adopted, issued or implemented.

“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) Dollar denominated 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 bank that is not a Borrower or an Affiliate of any 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 and in which such bank shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(5) investments in money market or other mutual funds registered under the Investment Company Act of 1940 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

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(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 and (b) any other country in which any Borrower or any Guarantor 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 Liabilities” shall have the meaning provided in the definition of “Cash Management Products and Services.”

“Cash Management Products and Services” shall mean agreements or other arrangements under which Agent or any Affiliate of Agent or PNC provides any of the following products or services to any Borrower: (a) credit cards; (b) credit card processing services; (c) debit cards and stored value cards; (d) commercial cards; (e) ACH transactions; and (f) cash management and treasury management services and products, including without limitation controlled disbursement accounts or services, lockboxes, automated clearinghouse transactions, overdrafts, interstate depository network services. The indebtedness, obligations and liabilities of any Borrower to the provider of any Cash Management Products and Services (including all obligations and liabilities owing to such provider in respect of any returned items deposited with such provider) (the “Cash Management Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Cash Management Products and Services shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5.

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

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

“Certificate of Beneficial Ownership” shall mean, for each Borrower, a certificate in form and substance acceptable to the Agent (as amended or modified by the Agent from time to time in its Permitted Discretion), certifying the Beneficial Owner(s) of such Borrower, as required by 31 C.F.R. § 1010.230.

“CFTC” shall mean the Commodity Futures Trading Commission.

“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application thereof by any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Body; provided that

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests, rules, regulations, guidelines, interpretations 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 or foreign regulatory authorities (whether or not having the force of Law), 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, issued, promulgated or implemented.

“Change of Control” shall mean: (a) (i) at any time prior to the consummation of a Qualifying IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Q Investments, 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 Borrowing Agent or (ii) at any time upon or after the consummation of a Qualifying IPO, (A) any Person (other than Q Investments) or (B) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one Q Investments, 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 35% of the voting power of the total outstanding voting stock of the Borrowing Agent and such percentage exceeds percentage of voting stock held by the Permitted Holders, (b) the occurrence of any event (whether in one or more transactions) which results in PHI Group failing to own one hundred (100%) percent of the Equity Interests (on a fully diluted basis) of any Borrower or Guarantor, or (c) any merger, consolidation or sale of substantially all of the property or assets (in one transaction or a series of related transactions) of the Borrowers and its Subsidiaries, taken as a whole, except to the extent any of the events described in the foregoing clauses are permitted by Section 7.1 hereof; provided, that the sale by PHI Group of any Equity Interests of any Borrower shall be deemed a sale of substantially all of PHI Group’s assets.

“Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit Guaranty Corporation or any environmental agency or superfund), upon the Collateral, any Borrower or any of its Affiliates.

“CIP Regulations” shall have the meaning set forth in Section 14.12 hereof.

“Closing Date” shall mean October 2, 2020 or such other date as may be agreed to in writing by the parties hereto.

“CMS” means the Centers for Medicare and Medicaid Services of the United States Department of Health and Human Services.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Code” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“Collateral” shall mean and include all right, title and interest of each Borrower in all of the following property and assets of such Borrower, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located:

(a) all Receivables and all supporting obligations relating thereto (other than Receivables generated by PHI Aviation on behalf of work performed by (i) Helicopter Management, LLC and (ii) Helex, LLC);

(b) all equipment and fixtures;

(c) all general intangibles (including all payment intangibles and all software) and all supporting obligations related thereto;

(d) all Inventory;

(e) all Subsidiary Stock, securities, investment property, and financial assets;

(f) all Material Real Property;

(g) all Leasehold Interests;

(h) all Aircraft Collateral;

(i) all Intellectual Property;

(j) all contract rights, rights of payment which have been earned under a contract rights, chattel paper (including electronic chattel paper and tangible chattel paper), commercial tort claims (whether now existing or hereafter arising); documents (including all warehouse receipts and bills of lading), deposit accounts, goods, instruments (including promissory notes), letters of credit (whether or not the respective letter of credit is evidenced by a writing) and letter-of-credit rights, cash, certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), security agreements, eminent domain proceeds, condemnation proceeds, tort claim proceeds and all supporting obligations;

(k) all ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by any Borrower or in which it has an interest), computer programs, tapes, disks and documents, including all of such property relating to the property described in clauses (a) through (i) of this definition; and

(l) all proceeds and products of the property described in clauses (a) through (j) of this definition, in whatever form. It is the intention of the parties that if Agent shall fail to have a perfected Lien in any particular property or assets of any Borrower for any reason whatsoever, but the provisions of this Agreement and/or of the Other Documents, together with all financing statements and other public filings relating to Liens filed or recorded by Agent against

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

Borrowers, would be sufficient to create a perfected Lien in any property or assets that such Borrower may receive upon the sale, lease, license, exchange, transfer or disposition of such particular property or assets, then all such “proceeds” of such particular property or assets shall be included in the Collateral as original collateral that is the subject of a direct and original grant of a security interest as provided for herein and in the Other Documents (and not merely as proceeds (as defined in Article 9 of the Uniform Commercial Code) in which a security interest is created or arises solely pursuant to Section 9-315 of the Uniform Commercial Code).

Notwithstanding the forgoing, Collateral shall not include any Excluded Property.

“Commitment Transfer Supplement” shall mean a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

“Compliance Certificate” shall mean a compliance certificate substantially in the form of Exhibit 1.2(a) hereto to be signed by a Financial Officer of Borrowing Agent.

“Consents” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on any Borrower’s business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, or the Other Documents, including any Consents required under all applicable federal, state or other Applicable Law.

“Contract Rate” shall have the meaning set forth in Section 3.1 hereof.

“Contracting State” shall have the meaning ascribed to it in the Cape Town Convention.

“Controlled Group” shall mean, at any time, each Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any Borrower, are treated as a single employer under Section 414 of the Code.

“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.

“Covered Entity” shall mean (a) each Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of Collateral and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“COVID-19 Assistance” shall mean any (i) loan, advance, guarantee, or other extension of credit, credit enhancement or credit support, or equity purchase or capital contribution, waiver or forgiveness of any obligation, or any other kind of financial assistance, provided by, or on behalf of, a Governmental Body pursuant to CARES and Other COVID-19 Laws or (ii) Indebtedness, reimbursement obligation or other liability of any nature owed to, or on account of, or for the benefit of, a Governmental Body, in each case, in connection with COVID-19 or pursuant to CARES and Other COVID-19 Laws.

“Customer” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Borrower, pursuant to which such Borrower is to deliver any personal property or perform any services.

“Customs” shall have the meaning set forth in Section 2.13(b) hereof.

“Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the Reserve Percentage.

“Debt Payments” shall mean for any period, in each case, all cash actually expended by any Borrower to make: (a) interest payments on any Advances hereunder, plus (b) scheduled principal payments on the Term Loan, plus (c) payments for all fees, commissions and charges set forth herein, plus (d) payments on Capitalized Lease Obligations, plus (ed) payments with respect to any other Indebtedness for borrowed money.

“Default” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“Default Rate” shall have the meaning set forth in Section 3.1 hereof.

“Defaulting Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, of Advances, (ii) if applicable, fund any portion of its Participation Commitment in Letters of Credit or Swing Loans or (iii) pay over to Agent, Issuer, Swing Loan Lender or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including a particular Default or Event of Default, if any) has not been satisfied; (b) has notified Borrowers or Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including a particular Default or Event of Default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed,

13

[PHI Group] Revolving Credit, Term Loan and Security Agreement

within two (2) Business Days after request by Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances and, if applicable, participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon Agent’s receipt of such certification in form and substance satisfactory to the Agent; (d) has become the subject of an Insolvency Event; or (e) has failed at any time to comply with the provisions of Section 2.6(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Lenders.

“Depository Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Designated Lender” shall have the meaning set forth in Section 16.2(d) hereof.

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

“Disclosed Sublease” means, in respect of an Aircraft or Engine included as Aircraft Collateral, any lease and/or sublease of that Aircraft to a Disclosed Sublessee that is not an Affiliate of a Borrower as shown in the Aircraft Collateral Certificate.

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

“Disposition” or “Dispose” means the sale, transfer, license, lease, gift or other disposition (including any Sale and Leaseback Transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by the Borrowing Agent of any of its Equity Interests to another Person.

“Document” shall have the meaning given to the term “document” in the Uniform Commercial Code.

“Dollar” and the sign “$” shall mean lawful money of the United States of America.

“Domestic Aircraft Collateral NOLV” means, as of any date of determination, the aggregate net orderly liquidation value (as set forth on a recent appraisal conducted in accordance with Section 4.7 hereof) of all Aircraft Collateral registered in the United States. For the avoidance of doubt, such value shall be indicated in Dollars.

“Domestic Rate Loan” shall mean any Advance that bears interest based upon the Alternate Base Rate.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Dominion Trigger Period” shall mean the period commencing upon (i) the occurrence and continuance of an Event of Default or (ii) the date that is the third consecutive Business Day on which Borrowers’ Undrawn Availability is less than $15,000,000 at any time and ending on the first date thereafter upon which (x) with respect to clause (i), such Event of Default has been waived in writing or cured in accordance with the terms of this Agreement, and (y) with respect to clause (ii), when Borrowers have Undrawn Availability, for thirty (30) consecutive days, equal to or exceeding $15,000,000.

“Drawing Date” shall have the meaning set forth in Section 2.14(b) hereof.

“Early Termination Date” shall have the meaning set forth in Section 13.1 hereof.

“EBITDA” shall mean for any period with respect to Borrowers on a Consolidated Basis, the sum of (a) net income (or loss) for such period (excluding extraordinary gains and losses), plus (b) all interest expense for such period, plus (c) all charges against income for such period for federal, state and local taxes, plus (d) depreciation expenses for such period, plus (e) amortization expenses for such period.

“Effective Date” means the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement.

“Effective Federal Funds Rate” means for any day the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1% announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Effective Federal Funds Rate” as of the date of this Agreement; provided that if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Effective Federal Funds Rate” for such day shall be the Effective Federal Funds Rate for the last day on which such rate was announced. Notwithstanding the foregoing, if the Effective Federal Funds Rate as determined under any method above would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement.

“Eligibility Date” shall mean, with respect to each Borrower and Guarantor and each Swap, the date on which this Agreement or any Other Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any Other Document is then in effect with respect to such Borrower or Guarantor, and otherwise it shall be the Effective Date of this Agreement and/or such Other Document(s) to which such Borrower or Guarantor is a party).

“Eligible Contract Participant” shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Eligible IPM Receivables” shall mean and include, each IPM Receivable of a Borrower arising in the Ordinary Course of Business and which Agent, in its Permitted Discretion, shall deem to be an Eligible IPM Receivable, based on such considerations as Agent may from time to time deem appropriate. An IPM Receivable shall not be deemed eligible unless such IPM Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances) and is evidenced by an invoice or other documentary evidence satisfactory to Agent in its Permitted Discretion. In addition, no IPM Receivable shall be an Eligible IPM Receivable if:

(a) it arises out of a sale made by any Borrower to an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower;

(b) it is due or unpaid more than 150 days after the original billing date;

(c) fifty percent (50%) or more of the IPM Receivables from such Customer are not deemed Eligible IPM Receivables hereunder by application of clause (b) above (such percentage may, in Agent’s Permitted Discretion, be increased or decreased from time to time);

(d) any covenant, material representation or material warranty contained in this Agreement with respect to such IPM Receivable has been breached;

(e) an Insolvency Event shall have occurred with respect to such Customer;

(f) the sale is to a Customer outside the continental United States of America;

(g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

(h) Agent believes, in its Permitted Discretion, that collection of such IPM Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

(i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them (other than a Government Account Debtor), unless the applicable Borrower assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.), to the extent applicable to such Receivable, or has otherwise complied with other applicable statutes or ordinances;

(j) the goods giving rise to such IPM Receivable have not been delivered to the Customer or the services giving rise to such IPM Receivable have not been performed by the applicable Borrower;

(k) [reserved];

(l) the IPM Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but such IPM Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrower or the IPM Receivable is contingent in any respect or for any reason;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(m) the applicable Borrower has made any agreement with any Customer for any deduction therefrom (but such IPM Receivable shall only be ineligible to the extent of such deduction), except for discounts or allowances made in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

(n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed;

(o) such IPM Receivable is not payable to a Borrower;

(p) such IPM Receivable is payable solely by an individual beneficiary, recipient, or subscriber individually; or

(q) such IPM Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its discretion in a reasonable manner.

“Eligible Non-IPM Receivables” shall mean and include, each Non-IPM Receivable of a Borrower arising in the Ordinary Course of Business and which Agent, in its Permitted Discretion, shall deem to be an Eligible Non-IPM Receivable, based on such considerations as Agent may from time to time deem appropriate. A Non-IPM Receivable shall not be deemed eligible unless such Non-IPM Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances) and is evidenced by an invoice or other documentary evidence satisfactory to Agent in its Permitted Discretion. In addition, no Non-IPM Receivable shall be an Eligible Non-IPM Receivable if:

(a) it arises out of a sale made by any Borrower to an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower;

(b) it is due or unpaid more than 120 days after the original invoice date or sixty (60) days after the original due date;

(c) fifty percent (50%) or more of the Non-IPM Receivables from such Customer are not deemed Eligible Non-IPM Receivables hereunder by application of clause (b) above (such percentage may, in Agent’s Permitted Discretion, be increased or decreased from time to time);

(d) any covenant, material representation or material warranty contained in this Agreement with respect to such Non-IPM Receivable has been breached;

(e) an Insolvency Event shall have occurred with respect to such Customer;

(f) the sale is to a Customer outside the continental United States of America; provided, however, that so long as the primary operations of, and billing and payment of such Customer occur through, such Customer’s offices in the United States of America, this clause (f) shall not render ineligible Receivables of a Customer whose parent is organized or located outside of the United State of America;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

(h) Agent believes, in its Permitted Discretion, that collection of such Non-IPM Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

(i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless the applicable Borrower assigns its right to payment of such Non-IPM Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.), to the extent applicable to such Non-IPM Receivable, or has otherwise complied with other applicable statutes or ordinances;

(j) the goods giving rise to such Non-IPM Receivable have not been delivered to the Customer or the services giving rise to such Non-IPM Receivable have not been performed by the applicable Borrower;

(k) [reserved];

(l) the Non-IPM Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but such Non-IPM Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrower or the Non-IPM Receivable is contingent in any respect or for any reason;

(m) the applicable Borrower has made any agreement with any Customer for any deduction therefrom (but such Non-IPM Receivable shall only be ineligible to the extent of such deduction), except for discounts or allowances made in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

(n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed;

(o) such Non-IPM Receivable is not payable to a Borrower; or

(p) such Non-IPM Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its discretion in a reasonable manner.

“Eligible Receivables” shall mean, individually and collectively, as the context requires, the Eligible IPM Receivables and the Eligible Non-IPM Receivables.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Embargoed Property” means any property (a) beneficially owned, directly or indirectly, by a Sanctioned Person; (b) that is due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any interest; (d) that is located in a Sanctioned Jurisdiction; or (e) that otherwise would cause any actual violation by the Lenders or Agent of any applicable Anti-Terrorism Law if the Agent or any Lender were to obtain an encumbrance on, lien on, pledge of, or security interest in such property or provide services in consideration of such property.

“Engine” means (i) each of the engines described in the 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 Aircraft Collateral and (iv) any and all related Parts and, in each case, shall exclude any Engine replaced by a Permitted Substitute in accordance with clause (ii) above and the applicable Aircraft Mortgage.

“Environmental Complaint” shall have the meaning set forth in Section 9.3(b) hereof.

“Environmental Laws” shall mean all applicable federal, state and local environmental Laws relating to the protection of the environment, human health (to the extent related to exposure to Hazardous Materials) and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Materials.

“EOB” shall mean the explanation of benefit or remittance advice from a Customer that identifies the services rendered on account of the Receivable specified therein.

“Equity Interests” shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants (including creditor warrants), general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act), including in each case all of the following rights relating to such Equity Interests, whether arising under the Organizational Documents of the Person issuing such Equity Interests (the “issuer”) or under the applicable Laws of such issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies or partnerships or business trusts or other legal entities, as the case may be: (i) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (ii) all voting rights and rights to consent to any particular action(s) by the applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case of any Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management, operations and control of the business and affairs of the applicable issuer; (v) in the case of any Equity Interests consisting of the membership/limited liability company interests of a managing member in a limited liability company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable issuer; (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s) or managing member(s) of such issuer and/or any members of any board of members/managers/partners/directors that may at any time have any rights to manage and

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

direct the business and affairs of the applicable issuer under its Organizational Documents as in effect from time to time or under Applicable Law; (vii) all rights to amend the Organizational Documents of such issuer, (viii) in the case of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”, general or limited, or “member” (as applicable) under the applicable Organizational Documents and/or Applicable Law; (ix) any real property interests other than Material Real Property and (x) all certificates evidencing such Equity Interests.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time and the rules and regulations promulgated thereunder.

“Erroneous Payment” has the meaning assigned to it in Section 14.14(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 14.14(d).

“Erroneous Payment Impacted Loans” has the meaning assigned to it in Section 14.14(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 14.14(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 14.14(d).

“Event of Default” shall have the meaning set forth in Article X hereof.

“Excess Cash Flowon Hand” shall mean, for any fiscal period, in each case for Borrowers on a Consolidated Basis, EBITDA, minus each of the following, to the extent actually paid in cash during such fiscal period, (a) Unfunded Capital Expenditures, (b) taxes, (c) dividends and distributions, (d) the amount of proceeds from any business interruption insurance or similar insurance proceeds received by the Borrower 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 net income in a prior period), (e) the amount of cash interest expense paid in such period to the extent exceeding the amount of cash interest expense deducted in determining net income for such period, and (f) Debt Payments; provided that for purposes of calculating Excess Cash Flow, amounts attributable to (i) previously written off past-due collections of the Saudi Red Crescent Authority and (ii) Special Canadian Proceeds, in each case, shall be disregarded.at any time, the greater of (a) $0 and (b) (x) the cash on hand of (1) Borrowers (other than cash subject to Liens in favor of any Person other than the Agent) and (2) Foreign Subsidiaries of Borrowers, not to exceed, in the case of this subclause (b)(x)(2), $15,000,000, minus (y) the aggregate outstanding principal amount of the Term Loan, minus (z) cash advances received in the form of insurance proceeds related to Hurricane Ida that have not been used to rebuild or purchase assets (other than securities or cash), or offset hurricane costs and expenses.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Excluded Account” means any deposit accounts used solely for payroll expenses, trust accounts or employee benefit accounts of the Loan Parties and their Subsidiaries.

“Excluded Hedge Liability or Liabilities” shall mean, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

“Excluded Property” shall mean (i) any non-material lease, license, contract or agreement to which any Borrower is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any Applicable Law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such Applicable Law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law or principles of equity), (ii) equipment owned by any Borrower that is subject to a purchase money lien or a capital lease obligation if (but only to the extent that and only for so long as such purchase money Indebtedness or capital lease restricts the granting of a Lien therein to Agent) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party, unless any required consents shall have been obtained, (iii) monies, checks, securities or other items on deposit or otherwise held in deposit accounts or trust accounts specifically and exclusively used for payroll, payroll taxes, deferred compensation and other employee wage and benefit payments to or for the direct benefit of such Borrower’s employees), (iv) those assets as to which the Agent and the Borrowers reasonably agree that the cost of obtaining such a security interest or perfection thereof is excessive in relation to the benefit of the security to be afforded thereby or (v) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

under applicable federal law; provided, however, that the foregoing exclusions in (i), (ii) and (v) shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach immediately to any portion of such lease, license, contract or agreement, provided, further that Excluded Property shall not include any proceeds of any such lease, license, contract or agreement or any goodwill of Borrowers’ business associated therewith or attributable thereto.

“Excluded Taxes” shall mean, with respect to Agent, any Lender, Participant, Swing Loan Lender, Issuer or any other recipient of any payment to be made by or on account of any Obligations or required to be withheld or deducted from a payment to such Agent, Lender, Participant, Swing Loan Lender, Issuer or any other recipient, (a) taxes imposed on or measured by its net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office or applicable lending office is located or, in the case of any Lender, Participant, Swing Loan Lender or Issuer, in which its applicable lending office is located, (b) any branch profits taxes or any similar tax imposed by any jurisdiction described in (a), (c) in the case of a Lender, any withholding tax that is imposed on amounts payable to or for the account of such Lender at the time such Lender becomes a party hereto (other than pursuant to an assignment request by the Borrower under Section 3.11) or designates a new lending office, except to the extent that such Lender or Participant (or its assignor or seller of a participation, if any) was entitled, at the time of designation of a new lending office or assignment or sale of a participation, to receive additional amounts from Borrowers with respect to such withholding tax pursuant to Section 3.10(a), (d) Taxes attributable to such Agent, Lender, Participant, Swing Loan Lender, Issuer or any other recipient’s failure or inability to comply with Section 3.10(e) or (e) any Taxes imposed under FATCA.

“Exclusion Event” shall mean any event or events resulting in the termination, revocation on the right of any Borrower to participate, or exclusion of any Borrower from participation, in any Government Reimbursement Program.

“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.

“FAA” means the Federal Aviation Administration.

“Facility Fee” shall have the meaning set forth in Section 3.3 hereof.

“FATCA” shall mean 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) and any current or future regulations thereunder 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 agreement, treaty or convention among Governmental Bodies and implementing such Sections of the Code.

22

[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Federal Funds Effective Rate” shall mean, for any day, the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) calculated by the Federal Reserve Bank of New York (or any successor), based on such day’s federal funds transactions by depositary institutions, as determined in such matter as such Federal Reserve Bank (or any successor) shall set forth on its public website from time to time, and as published on the next succeeding Business Day by such Federal Reserve Bank as the “Federal Funds Effective Rate”; provided, if such Federal Reserve Bank (or its successor) does not publish such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

“Fee Letter” shall mean the fee letter dated the Closing Date among Borrowers and PNC.

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

“First Amendment Date” means November 9, 2021.

“First Amendment Dividend” means, dividends in an aggregate amount not to exceed the Excess Cash on Hand paid by the Loan Parties to their Parents so long as: (a) all such dividends are actually paid on or prior to December 31, 2021, (b) no Default or Event of Default exists before making any such dividend or would arise after giving effect to any such dividend, (c) no proceeds of any Revolving Advance are used to fund any such dividend, and (d) both before and after giving effect to the making of any such dividend, the Usage Amount is $3,000,000 or less; provided that (i) such Usage Amount may only be comprised of outstanding Letters of Credit and (ii) the aggregate amount of First Amendment Dividend shall not in any event exceed $130,000,000.

“Fixed Charge Coverage Ratio” shall mean, with respect to any fiscal period, the ratio of (a) Adjusted EBITDA, minus Unfunded Capital Expenditures made during such period, minus distributions (including tax distributions) and dividends made during such period, minus cash taxes paid during such period, to (b) all Debt Payments made during such period.

“Fixed Charge Coverage Ratio (Dividends)” shall mean, with respect to any date of determination, the ratio of (a) Adjusted EBITDA for the four (4) fiscal quarters most recently ended, minus Unfunded Capital Expenditures made during the four (4) fiscal quarters most recently ended, minus such dividend made (or to be made) during the current fiscal quarter, minus cash taxes paid during the four (4) fiscal quarters most recently ended, to (b) all Debt Payments (other than Debt Payments on account of the Term Loan) made during the four (4) fiscal quarters most recently ended.

“Flood Laws” shall mean all Applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Applicable Laws related thereto.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Foreign Currency Hedge” shall mean any foreign exchange transaction, including spot and forward foreign currency purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of one currency in exchange for the sale of another currency entered into by any Borrower, Guarantor and/or any of their respective Subsidiaries.

“Foreign Currency Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Foreign Currency Hedge.

“Foreign Lender” shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which Borrowers are resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” shall mean any Subsidiary of any Person that is not organized or incorporated in the United States, any State or territory thereof or the District of Columbia.

“Formula Amount” shall have the meaning set forth in Section 2.1(a) hereof.

“GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

“Government Account Debtor” means an Account Debtor that is a Government Reimbursement Program.

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

“Government Depositary Agreement” shall mean each agreement among any Borrower, the Agent, and a Lockbox Bank, in form and substance satisfactory to the Agent, pursuant to which the applicable Lockbox Bank agrees to forward any amounts deposited in the applicable Government Lockbox or Government Lockbox Account on a daily basis to a Blocked Account subject to a deposit account control agreement, in form and substance satisfactory to Agent.

“Government Lockbox” means each post office box or similar lockbox set forth on Schedule 4.8(i) hereto, established to receive checks and EOBs with respect to Receivables payable by Governmental Bodies.

“Government Lockbox Account” means with respect to any, an account or accounts maintained by such Borrower with Lockbox Bank into which all collections of Receivables on which Government Account Debtors are obligated are paid directly and such Government Lockbox Account shall be an account in the name of such Borrower, and shall be the sole and exclusive property of such Borrower.

24

[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Government Reimbursement Program” means (i) Medicare, (ii) Medicaid, (iii) TRICARE (formerly known as the Civilian Health and Medical Program of the Uniformed Services), (iv) the Federal Employees Health Benefits Program under 5 U.S.C. §§ 8902 et seq., (v) any other program pursuant to which the United States of America is acting under a program established by Medicare or Medicaid per the Social Security Act or any other federal healthcare program, including the Veteran’s Administration, (vi) any State or District of Columbia acting pursuant to a healthcare plan adopted pursuant to the Social Security Act or any other State legislation, and (vii) any agent, administrator, intermediary or carrier for any of the foregoing, and in each case, any other similar governmental programs which presently or in the future that reimburses or pays providers for Healthcare Services.

“Governmental Acts” shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body.

“Governmental Body” shall mean any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government (including any supra-national bodies such as the European Union or the European Central Bank and any governmental body (federal or state) charged with the responsibility, or vested with the authority to administer or enforce, any Healthcare Laws) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). Payments from Governmental Bodies will be deemed to include payments governed under the Social Security Act (42 U.S.C. §§ 1395 et seq.), including payments under Medicare, Medicaid and TRICARE/CHAMPUS, and payments administered or regulated by CMS.

“Guarantor” shall mean any Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations and “Guarantors” means collectively all such Persons.

“Guarantor Security Agreement” shall mean any security agreement executed by any Guarantor in favor of Agent securing the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.

“Guaranty” shall mean any guaranty of the Obligations executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent.

“Hazardous Discharge” shall have the meaning set forth in Section 9.3(b) hereof.

“Hazardous Materials” shall mean, without limitation, any flammable explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, hazardous wastes or hazardous or substances as defined in or subject to regulation under Environmental Laws.

25

[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Healthcare Authorizations” means any and all Consents of, from or issued by, any Governmental Body including permits, licenses, provider agreements, authorizations, certificates, CONs, accreditations and plans of third-party accreditation bodies, organizations or agencies (such as, but without limitations, the Joint Commission) (a) necessary to enable any Healthcare Borrower to engage in, provided or bill for any Healthcare Services, participate in and receive payment under Government Reimbursement Programs or otherwise continue to conduct its respective business as it is conducted on the Closing Date or (b) required under any Healthcare Law relating to any Government Reimbursement Program or Persons engaged in the Healthcare Services or (c) issued or required under Healthcare Laws applicable to the ownership, operation or management of any Healthcare Borrower’s respective business or assets.

“Healthcare Borrower” shall mean PHI Health, AM Equity Holdings and any other Borrower performing Healthcare Services.

“Healthcare Laws” means all applicable statutes, laws, ordinances, rules, and regulations of any Governmental Body, including: (a) Medicaid; TRICARE/CHAMPUS; Section 1128B(b) of the Social Security Act; 42 U.S.C. § 1320a-7b(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the “Federal Anti-Kickback Statute”; the Social Security Act, Section 1877; 42 U.S.C. 1395nn (Prohibition Against Certain Referrals), commonly referred to as the “Stark Statute”; 31 U.S.C.§§ 3729-3722, common referred to as the federal “False Claims Act”; 31 U.S.C. §§ 3801-3812, commonly referred to as the “Program Fraud Civil Remedies Act”; 42 U.S.C.§§ 1320a-7a and 1320a-7b, commonly referred to as the “Civil Monetary Penalties Law”; and 42 U.S.C. § 1320a-7, common referred to as the “Exclusion Laws”); (b) with respect to air ambulance service providers pertaining to the provision of billing, collection, and reimbursement for, administration of, and payment for services which are reimbursed with federal, state or local governmental funds through or on behalf of any Governmental Body, including Medicaid or TRICARE/CHAMPUS, (c) all licensure laws and regulations applicable to the Borrowers and its Subsidiaries; (d) all applicable professional standards regulating air ambulance service providers; and (e) any and all other federal, state or local healthcare laws, rules, codes, statutes, regulations, orders and ordinances applicable to the air ambulance services, in each case as amended from time to time applicable to the activities referenced in subsections (a)-(d) above.

“Healthcare Services” means delivering or providing or arranging to deliver or provide or administering, managing or monitoring air ambulance services, including without limitation, the sale, delivery, transportation, provision or administration of, people, health or healthcare items, goods or services but excluding search and rescue.

“Hedge Liabilities” shall mean collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and any state laws regulating the privacy and/or security of individually identifiable information, including state laws providing for notification of breach of privacy or security of individually identifiable information, in each case as amended, modified or supplemented from time to time, and together with all successor statutes thereto and all rules and regulations promulgated from time to time thereunder.

26

[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Indebtedness” shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (a) borrowed money; (b) amounts received under or liabilities in respect of any note purchase or acceptance credit facility, and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all Capitalized Lease Obligations; (d) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, banker’s acceptance agreement or similar arrangement; (e) obligations under any Interest Rate Hedge, Foreign Currency Hedge, or other interest rate management device, foreign currency exchange agreement, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement; (f) any other advances of credit made to or on behalf of such Person or other transaction (includingrelating to forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements including to finance the purchase price of property or services and all obligations of such Person to pay the deferred purchase price of property or services (but not including trade or accounts payables and accrued expenses incurred in the Ordinary Course of Business which are not represented by a promissory note or other evidence of indebtedness and which are not more than thirty (30) days past due); (g) all Equity Interests of such Person subject to repurchase or redemption rights or obligations (excluding repurchases or redemptions at the sole option of such Person); (h) all indebtedness, obligations or liabilities secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are otherwise an obligation of such Person; (i) all obligations of such Person for “earnouts”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts; (j) off-balance sheet liabilities and/or pension plan liabilities of such Person; (k) obligations arising under bonus, deferred compensation, incentive compensation or similar arrangements, other than those arising in the Ordinary Course of Business; and (l) any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses (a) through (k).

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Ineligible Security” shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

“Insolvency Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such Person’s direct or indirect parent company (a) becomes the subject of a bankruptcy or insolvency proceeding (including any proceeding under Title 11 of the United States Code), or regulatory restrictions, (b) has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it or has called a meeting of its creditors, (c) admits in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (d) with respect to a Lender, such Lender is unable to perform hereunder due to the application of Applicable Law, or (e) in the good faith determination of Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment of a type described in clauses (a) or (b), provided that an Insolvency

27

[PHI Group] Revolving Credit, Term Loan and Security Agreement

Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Intellectual Property” shall mean property constituting a patent, copyright, trademark (or any application in respect of the foregoing), service mark, copyright, copyright application, trade name, mask work, trade secrets, design right, assumed name or license or other right to use any of the foregoing under Applicable Law.

“Intellectual Property Security Agreement” shall mean collectively, (i) those certain copyright, trademark and/or patent security agreements, dated as of the Closing Date between the applicable Borrower and Agent, and (ii) any copyright, trademark and/or patent security agreements, entered into after the Closing Date between the applicable Borrower and Agent, in each case, the form and substance of which shall be satisfactory to Agent.

“Interest Period” shall mean the period provided for any LIBOR Rate Loan pursuant to Section 2.2(b) hereof.

“Interest Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by any Borrower, Guarantor and/or their respective Subsidiaries in order to provide protection to, or minimize the impact upon, such Borrower, any Guarantor and/or their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

“Interest Rate Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Interest Rate Hedge.

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

“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.

“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.

28

[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Inventory” shall mean and include as to each Borrower all of such Borrower’s inventory (as defined in Article 9 of the Uniform Commercial Code) and all of such Borrower’s goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Borrower’s business or used in selling or furnishing such goods, merchandise and other personal property, and all Documents.

“Investment Payment Conditions” shall mean, at the time of determination with respect to the making of any Investment the following conditions shall have been satisfied:

(a) no Event of Default shall have occurred or would occur after giving pro forma effect to such dividend or distribution;

(b) immediately prior to, and after giving pro forma effect to such dividend or distribution, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8 is not less than 1.10 to 1.00; provided that for determining compliance with this clause (b) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance with a Fixed Charge Coverage Raito as of the Closing Date that is not less than 1.10 to 1.00; and

(c) immediately prior to, and after giving pro forma effect to such Investment or repayment, repurchase or redemption, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and

(d) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“IPM Customer” shall mean any Customer of Borrower that is a Third Party Payor or that self-pays for Healthcare Services.

“IPM Receivable” shall mean any Receivable arising from a sale by any Borrower to an IPM Customer.

“Issuer” shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and (ii) any other Lender which Agent in its sole discretion shall designate as the issuer of and cause to issue any particular Letter of Credit under this Agreement in place of Agent as issuer.

“Joint Venture Payment Conditions” shall mean, at the time of determination with respect to the making of any Investment in joint ventures the following conditions shall have been satisfied:

29

[PHI Group] Revolving Credit, Term Loan and Security Agreement

(a) no Event of Default shall have occurred or would occur after giving pro forma effect to such Investment,

(b) immediately prior to, and after giving pro forma effect to such Investment, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8 is not less than 1.25 to 1.00; provided that for determining compliance with this clause (b) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance with a Fixed Charge Coverage Raito as of the Closing Date that is not less than 1.25 to 1.00;

(c) immediately prior to, and after giving pro forma effect to such Investment, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and

(d) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“Law(s)” shall mean any law(s) (including common law and equitable principles), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, code, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.

“Leasehold Interests” shall mean all of each Borrower’s right, title and interest in and to, and as lessee of, the premises identified as leased Real Property on Schedule 4.4 hereto.

“Lender” and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender. For the purpose of provision of this Agreement or any Other Document which provides for the granting of a security interest or other Lien to the Agent for the benefit of Lenders as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation (specifically including any Hedge Liabilities and any Cash Management Liabilities) is owed.

“Lender-Provided Foreign Currency Hedge” shall mean a Foreign Currency Hedge which is provided by PNC or any Affiliate of PNC that: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Foreign Currency Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person

30

[PHI Group] Revolving Credit, Term Loan and Security Agreement

and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Lender-Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by PNC or any Affiliate of PNC that: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Lessee Consent” means in respect of each Aircraft subject to an Aircraft Lease that is Aircraft Collateral, a document in form and substance reasonably acceptable to the Agent under which, amongst other matters, each relevant lessee acknowledges the interest of the Agent in such Aircraft and agrees that its Aircraft Lease is subject and subordinate to the Other Documents.

“Letter of Credit Application” shall have the meaning set forth in Section 2.12(a) hereof.

“Letter of Credit Borrowing” shall have the meaning set forth in Section 2.14(d) hereof.

“Letter of Credit Fees” shall have the meaning set forth in Section 3.2 hereof.

“Letter of Credit Sublimit” shall mean $10,000,000.

“Letters of Credit” shall have the meaning set forth in Section 2.11 hereof.

“LIBOR Alternate Source” shall have the meaning set forth in the definition of LIBOR Rate.

“LIBOR Rate” shall mean for any LIBOR Rate Loan for the then current Interest Period relating thereto, the interest rate per annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (a) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. dollarDollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by Agent as an authorized information vendor for the purpose of displaying rates at which U.S. dollarDollar deposits are

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

offered by leading banks in the London interbank deposit market (a “LIBOR Alternate Source”), at approximately 11:00 a.m. London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such LIBOR Rate Loan and having a borrowing date and a maturity comparable to such Interest Period (or (x) if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any LIBOR Alternate Source, a comparable replacement rate determined by Agent at such time (which determination shall be conclusive absent manifest error), (y) if the LIBOR Rate is unascertainable as set forth in Section 3.8.2(i), a comparable replacement rate determined in accordance with Section 3.8.2), by (b) a number equal to 1.00 minus the Reserve Percentage; provided, however, that if the LIBOR Rate determined as provided above would be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes of this Agreement.

The LIBOR Rate shall be adjusted with respect to any LIBOR Rate Loan that is outstanding on the effective date of any change in the Reserve Percentage as of such effective date. Agent shall give reasonably prompt notice to the Borrowing Agent of the LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

“LIBOR Rate Loan” shall mean any Advance that bears interest based on the LIBOR Rate.

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction.

“Lien Waiver Agreement” shall mean an agreement that each applicable Borrower shall cause to be executed within sixty (60) days after the Closing Date in favor of Agent by a Person who owns or occupies premises at which any books and records of any Borrower may be located from time to time in form and substance satisfactory to Agent, provided that, for the avoidance of doubt, each applicable Borrower shall only be required to use commercially reasonable efforts to obtain the foregoing; provided further that if Borrowers are unable to obtain a Lien Waiver Agreement for such location, Agent shall institute a Reserve in an amount equal to three (3) month’s rent for such location against the Formula Amount beginning on the sixtieth (60^th) day after the Closing Date.

“LLC Division” shall mean, in the event a Borrower or Guarantor is a limited liability company, (a) the division of any such Borrower or Guarantor into two or more newly formed limited liability companies (whether or not such Borrower or Guarantor is a surviving entity following any such division) pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar provision under any similar act governing limited liability companies organized under the laws of any other State or Commonwealth or of the District of Columbia, or (b) the adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Body that results or may result in, any such division.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

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

“Lockbox Bank” means the applicable bank set forth on Schedule 4.8(i).

“Material Adverse Effect” shall mean (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Loan Parties, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under this Agreement or any Other Document to which any of the Loan Parties is a party, (c) a material adverse effect on the value of the Collateral, or Agent’s Liens on the Collateral or the priority of any such Lien or (d) a material adverse effect on the rights and remedies of the Lenders or the Agent under this Agreement or any Other Document; provided that any impact of the COVID-19 pandemic on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Loan Parties on or before June 30, 2021 shall not give rise to a Material Adverse Effect under clause (a) and (b) above.

“Material Contract” shall mean 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 the Advances) 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 and is set forth on Schedule 1.2(b).

“Maximum Loan Amount” shall mean $90,000,000 less repayments of the Term Loan.

“Maximum Revolving Advance Amount” shall mean $55,000,000.

“Maximum Swing Loan Advance Amount” shall mean $0.

“Maximum Undrawn Amount” shall mean, with respect to any outstanding Letter of Credit as of any date, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

“Medicaid” means, collectively, the health care assistance program established by Title XIX of the Social Security Act (42 U.S.C. 1396 et seq.) and any statutes succeeding thereto, and all laws and regulations pertaining to such program, including (a) all federal statutes affecting such program; (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) all applicable provisions of all rules, regulations, manuals, orders and requirements of all Governmental Bodies promulgated in connection with such program that are binding and have the force of law, in each case as the same may be amended, supplemented or otherwise modified from time to time.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) and any statutes succeeding thereto, and all laws and regulations pertaining to such program including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) or elsewhere) affecting such program; and (b) all applicable provisions of all rules, regulations, manuals, orders, and requirements of all Governmental Bodies promulgated in connection with such program that are binding and have the force of law, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare Accelerated and Advance Payment Program” means the Accelerated and Advance Payment Program for Medicare Part A and Part B providers and suppliers as expanded during the period of the COVID-19 public health emergency by Section 3719 of the CARES Act and subsequent CMS guidance.

“Medicare Accelerated Payments” means, collectively, the payments received by certain Loan Parties pursuant to the Medicare Accelerated and Advance Payment Program and described on Schedule 1.2(d) hereto.

“Medicare/Medicaid Reserve” means, as of any date of determination, an amount, which in the Agent’s sole discretion, reserved in respect of (1) any retroactive settlements estimated to be due and owing to Governmental Bodies (which amount, in Agent’s Permitted Discretion, may be equal to or less than such amount) or (2) payment plans that have been established with the appropriate Governmental Body (which amount, in Agent’s sole discretion, may equal (x) so long as no Default or Event of Default exists as of such date of determination, a specific number of installments under such payment plans or (y) in the event that a Default or Event of Default exists as of such date of determination 100% of the amounts due under such payment plans).

“Minimum Aircraft/Engine Requirements” shall mean, with respect to any Aircraft or Engine, all of the following:

(a) Each Aircraft is airworthy and has in full force and effect a certificate of airworthiness duly issued pursuant to the Act, and each Engine is in serviceable condition and otherwise in the condition required pursuant to the terms and conditions of this Agreement and the other Loan Documents, other than Aircraft or Engines in long-term storage; provided, that while an Aircraft or Engine is undergoing maintenance and repairs in the ordinary course of business, it will not, solely as a result of such maintenance or repairs, be deemed unairworthy or not in serviceable condition, as applicable;

(b) such Aircraft or Engine is subject to a perfected first priority security interest in favor of Agent that satisfies the Perfection Requirements;

(c) if such Aircraft or Engine is subject to an Aircraft Lease, such Lease shall satisfy the Minimum Lease Requirements;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(d) such Aircraft or Engine has a certificate of insurance satisfying the requirements of Section 6.6(d) other than Aircraft or Engines in long-term storage;

(e) such Aircraft or Engine shall not be on lease to a Sanctioned Person; and

(f) such Aircraft and Engines are not otherwise deemed ineligible as Aircraft Collateral by Agent in its Permitted Discretion.

“Minimum Lease Requirements” means all of the criteria set forth below; provided that such criteria may be revised from time to time by Agent in its Permitted Discretion to address the results of any information with respect to Borrowers’ business or assets of which Agent becomes aware after the Closing Date pursuant to any field examination or appraisal performed or received by Agent from time to time after the Closing Date. No Aircraft Lease shall meet the Minimum Lease Requirements unless:

(a) such Aircraft Lease is a legal, valid and binding obligation of the related lessee, is enforceable in accordance with its terms (except as may be limited by applicable insolvency, bankruptcy, moratorium, reorganization, or other similar laws affecting enforceability of creditors’ rights generally and the availability of equitable remedies), is in full force and effect and is governed by the law of any state of the United States of America (or other Permitted Foreign Jurisdiction),

(b) such lessee’s obligations under such Lease to make scheduled payments is unconditional and not subject to any right of set-off, counterclaim, reduction or recoupment (it being understood that any right of the Lessee to temporarily pause or suspend such Lease shall not trigger this clause (b)),

(c) the rent for such Aircraft Lease shall be at commercially reasonable rates and paid to the Aircraft Collateral Owner monthly or on a timely basis,

(d) such Aircraft Lease includes maintenance or redelivery requirements, as necessary when such Aircraft or Engine is being operated to maintain such Aircraft or Engine’s serviceability standards pursuant to the requirements of the FAA or other applicable Governmental Bodies,

(e) such Aircraft Lease grants permission to sublease only if the primary Lessee thereunder remains obligated under such primary Lease, any sublease will be subject and subordinate to the primary Lease, and the sublessee’s principal base of operations is situated in the United States of America (or other Permitted Foreign Jurisdiction),

(f) such Aircraft Lease provide that the Lessee shall not create any Liens in respect of such Aircraft or Engine, or any Parts, except for exceptions thereto that are consistent with the Borrowers’ compliance with the corresponding provisions of this Agreement,

(g) such Aircraft Lease allows the Lessee to re-register the Whole Aircraft only so long as the lessor’s and Agent’s interest in such Whole Aircraft (and any Whole Engine installed thereon) is adequately protected in the Permitted Discretion of Agent,

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(h) such Aircraft Lease includes general and tax indemnity provisions, with customary exclusions that are consistent with customary practices in the operating lease industry,

(i) all payments under such Aircraft Lease are required to be made in Dollars, and

(j) in respect of any such Lease to a lessee that is not an Affiliate of the Borrower, Agent shall have received a Lessee Consent.

“Modified Commitment Transfer Supplement” shall have the meaning set forth in Section 16.3(d) hereof.

“Mortgage” shall mean the mortgage on the Real Property securing the Obligations.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA to which contributions are required or, within the preceding five plan years, were required by any Borrower or any member of the Controlled Group.

“Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors (including any Borrower or any member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Negative Pledge Agreements” shall mean those certain Negative Pledge Agreements, in each case, by the applicable Borrower party thereto, for the benefit of Agent, encumbering the owned Material Real Property referenced therein, in each case, (x) in form appropriate for recording with the appropriate Governmental Body of the jurisdiction in which the related owned Material Real Property is located and (y) otherwise in form and substance satisfactory to Agent.

“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 Borrowing Agent and its Subsidiaries to a third party and (b) in the case of any Disposition, the proceeds thereof in the form of cash or Cash Equivalents, net of:

(1) brokerage commissions and other fees and expenses (including reasonable and documented fees and expenses of legal counsel, accountants and investment banks) of such Disposition;

(2) provisions for taxes payable as a result of such Disposition (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 Borrowing Representative or any Subsidiary) owning a beneficial interest in the assets subject to the Disposition or having a Lien thereon or in order to obtain a necessary consent to such Disposition or release of such Lien;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(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 Disposition; and

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

“Non-Defaulting Lender” shall mean, at any time, any Lender holding a Revolving Commitment that is not a Defaulting Lender at such time.

“Non-Government Payors” means any Third Party Payors other than the Government Reimbursement Programs.

“Non-IPM Customer” shall mean any Customer of Borrower that does not constitute an IPM Customer.

“Non-IPM Receivable” shall mean any Receivable arising from a sale by any Borrower to a Non-IPM Customer.

“Non-Qualifying Party” shall mean any Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

“Note” shall mean collectively, the Revolving Credit Notes, the Term Notes, and the Swing Loan Notes.

“Obligations” shall mean and include any and all loans (including without limitation, all Advances and Swing Loans), advances, debts, liabilities, obligations (including without limitation all reimbursement obligations and cash collateralization obligations with respect to Letters of Credit issued hereunder), covenants and duties owing by any Borrower or Guarantor under this Agreement or any Other Document (and any amendments, extensions, renewals or increases thereto), to Issuer, Swing Loan Lender, Lenders or Agent (or to any other direct or indirect subsidiary or affiliate of Issuer, Swing Loan Lender, any Lender or Agent) of any kind or nature, present or future (including any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and expenses of any Person payable by any Borrower and any indemnification obligations payable by any Borrower arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Borrower, whether or not a claim for post-filing or post-petition interest, fees or other amounts is allowable or allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise including all costs and expenses of Agent, Issuer, Swing Loan Lender and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations of any Borrower to Agent, Issuer, Swing Loan Lender or Lenders to perform acts or refrain from taking any action, (ii) all Hedge Liabilities and (iii) all Cash Management Liabilities. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Ordinary Course of Business” shall mean, with respect to any Borrower, the ordinary course of such Borrower’s business as conducted on the Closing Date and reasonable extensions thereof.

“Organizational Documents” shall mean, with respect to any Person, any charter, articles or certificate of incorporation, certificate of organization, registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited liability company agreement, or partnership agreement of such Person and any and all other applicable documents relating to such Person’s formation, organization or entity governance matters (including any shareholders’ or equity holders’ agreement or voting trust agreement) and specifically includes, without limitation, any certificates of designation for preferred stock or other forms of preferred equity.

“Other Documents” shall mean the Notes, the Perfection Certificates, the Fee Letter, any Guaranty, any Guarantor Security Agreement, any Mortgage, any Aircraft Mortgage, any Aircraft Collateral Certificate, any Lessee Consent, any Subordination Acknowledgment, any Pledge Agreement, any Negative Pledge Agreement, any Lender-Provided Interest Rate Hedge, any Lender-Provided Foreign Currency Hedge, any Cash Management Products and Services, the Intellectual Property Security Agreement, Lien Waiver Agreements, and any and all other agreements, instruments and documents, including the Agreement Among Lenders, intercreditor agreements, guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter executed by any Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement, in each case together with all extensions, renewals, amendments, supplements, modifications, substitutions and replacements thereto and thereof.

“Other Taxes” shall mean all present or future stamp or documentary taxes, charges or similar levies arising from any payment made hereunder or under any Other Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any Other Document.

“Out-of-Formula Loans” shall have the meaning set forth in Section 16.2(e) hereof.

“Overnight Bank Funding Rate” shall mean, for any, day the rate per annum (based on a year of 360 days and actual days elapsed) comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by such Federal Reserve Bank (or by such other recognized electronic source (such as Bloomberg) selected by the Agent for the purpose of displaying such rate) (an “Alternate Source”); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Parent” of any Person shall mean a corporation or other entity owning, directly or indirectly, 50% or more of the Equity Interests issued by such Person having ordinary voting power to elect a majority of the directors of such Person, or other Persons performing similar functions for any such Person.

“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 the Aircraft Collateral 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” shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

“Participation Advance” shall have the meaning set forth in Section 2.14(d) hereof.

“Participation Commitment” shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a participation equal to its Revolving Commitment Percentage (subject to any reallocation pursuant to Section 2.22(b)(iii) hereof) in the Swing Loans made by Swing Loan Lender hereunder as provided for in Section 2.4(c) hereof and in the Letters of Credit issued hereunder as provided for in Section 2.14(a) hereof.

“Payment Office” shall mean initially Two Tower Center Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if any, which it may designate by notice to Borrowing Agent and to each Lender to be the Payment Office.

“Payment Recipient” has the meaning assigned to it in Section 14.14(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“Pension Benefit Plan” shall mean at any time any “employee pension benefit plan” as defined in Section 3(2) of ERISA (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Sections 412, 430 or 436 of the Code and either (i) is maintained or to which contributions are required by Borrower or any member of the Controlled Group or (ii) has at any time within the preceding five years been maintained or to which contributions have been required by a Borrower or any entity which was at such time a member of the Controlled Group.

“Perfection Certificates” shall mean, collectively, the information questionnaires and the responses thereto provided by each Borrower and delivered to Agent.

“Perfection Requirements” shall have the meaning ascribed to it in Section 4.13.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Permitted Acquisition” shall mean any acquisition by any Loan Party, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person as long as the following conditions are satisfied (unless waived in writing by Agent):

(a) Agent shall have received at least five (5) Business Days’ prior written notice of such proposed acquisition, which notice shall include a reasonably detailed description of such proposed acquisition;

(b) all transactions in connection therewith shall be consummated in accordance with all material Applicable Laws;

(c) (i) no Event of Default shall have occurred or would occur after giving pro forma effect to such acquisition, (ii) immediately prior to, and after giving pro forma effect to such acquisition, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8 is not less than 1.25 to 1.00; provided that for determining compliance with this clause (ii) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance with a Fixed Charge Coverage Raito as of the Closing Date that is not less than 1.25 to 1.00; (iii) immediately prior to, and after giving pro forma effect to such acquisition, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and (iv) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions;

(d) Equity Interests of any Person or assets acquired by such Loan Party, shall be clear and free of all Liens (other than Permitted Encumbrances);

(e) any Person or assets or division as acquired in accordance herewith shall be in the same business or lines of business in which Loan Parties are engaged or businesses or lines of business that are reasonably related or incidental thereto or which the Borrowers have determined in good faith to be reasonable expansion of or accretive to such business or lines of businesses;

(f) the assets being acquired (other than (i) a de minimis amount of assets in relation to the assets being acquired or (ii) assets otherwise acceptable to Agent in its Permitted Discretion) are located within the United States or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States;

(g) the acquisition shall have been approved by the board of directors or other governing body or controlling Person of the Person acquired or the Person from whom such assets or division is acquired;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(h) in the case of a merger or consolidation, the applicable Loan Party shall be the continuing and surviving entity;

(i) on or about the closing of such acquisition, Agent shall be granted a first priority perfected Lien (subject to Permitted Encumbrances) in the assets and Equity Interests of such acquisition target or newly formed Subsidiary of the applicable Loan Party in connection with such acquisition and such acquisition target or newly formed Subsidiary shall become a Borrower hereunder or a Guarantor (to be determined by Agent in its Permitted Discretion), in each case, pursuant to Section 7.12;

(j) concurrently with the delivery of the notice referred to in clause (a) above, Borrowing Agent shall have delivered to Agent, in form and substance satisfactory to Agent in its Permitted Discretion a certificate of an Authorized Officer of Borrowing Agent to the effect that Borrowers and their Subsidiaries on a consolidated basis will be solvent upon the consummation of the proposed acquisition;

(k) on or prior to the date of such proposed acquisition, Agent shall have received copies of the applicable Permitted Acquisition Agreement and related material agreements and instruments, certificates, lien search results and other documents reasonably requested by Agent; and

(l) the total cash purchase component (including without limitation, all assumed liabilities, all earn-out payments and deferred payments with respect to such acquisitions) does not exceed $75,000,000 in the aggregate throughout the Term.

“Permitted Acquisition Agreement” shall mean any purchase agreement entered into by any Loan Party in connection with a Permitted Acquisition, in each case, including all exhibits, annexes, schedules and attachments thereto.

“Permitted Aircraft Liens” means (a) 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, (b) 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, (c) Liens which arise by virtue of any act or omission of a lessee under an Aircraft Lease or a Person claiming by or through any such lessee (whether permitted by the terms of the relevant Aircraft Lease or in contravention thereof) so long as, in the case of any Lien that is in contravention of the terms of the relevant Aircraft Lease, the Borrower and any applicable Loan Party or Subsidiary thereof is using commercially reasonable efforts to cause such Lien to be lifted promptly, or otherwise to enforce its rights and remedies under the applicable Aircraft Lease promptly upon becoming aware of such Lien, and in respect of any proceedings regarding such Lien, such proceedings 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.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Permitted Assignees” shall mean: (a) Agent, any Lender or any of their direct or indirect Affiliates; (b) a federal or state chartered bank, a United States branch of a foreign bank, an insurance company, or any finance company generally engaged in the business of making commercial loans; (c) any fund that is administered or managed by Agent or any Lender, an Affiliate of Agent or any Lender or a related entity; and (d) any Person to whom Agent or any Lender assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Agent’s or Lender’s rights in and to a material portion of such Agent’s or Lender’s portfolio of asset-based credit facilities.

“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 Borrowers’ annual report on Form 10-K for the year ended December 31, 2018.

“Permitted Discretion” means a determination made in good faith and in the exercise (from the perspective of a secured asset-based lender) of commercially reasonable business judgment.

“Permitted Encumbrances” shall mean: (a) Liens in favor of Agent for the benefit of Agent and Lenders, including without limitation, Liens securing Hedge Liabilities and Cash Management Products and Services; (b) Liens for taxes, assessments or other governmental charges not delinquent or being Properly Contested; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business; (e) Liens arising by virtue of the rendition, entry or issuance against any Borrower or any Subsidiary, or any property of any Borrower or any Subsidiary, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 10.6 hereof; (f) carriers’, repairmens’, mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due or which are being Properly Contested; (g) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other charges or encumbrances, in each case, which do not interfere in any material respect with the Ordinary Course of Business of Borrowers and their Subsidiaries; (h) Liens on working capital assets of Foreign Subsidiaries of Borrowers in connection with the Indebtedness described in clause (i) of the definition of Permitted Indebtedness; (i) 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, (j) 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, (k) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrowers or any of their

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

Subsidiaries, including rights of offset and setoff, (l) precautionary Liens arising from filing Uniform Commercial Code financing statements regarding true leases, (m) Permitted Aircraft Liens, (n) Liens disclosed on Schedule 1.2(a); provided that such Liens shall secure only those obligations which they secure on the Closing Date and shall not subsequently apply to any other property or assets of any Borrower other than the property and assets to which they apply as of the Closing Date, (o) Liens securing the Indebtedness permitted under clause (l) of the definition of Permitted Indebtedness, (p) Liens on assets financed with Purchase Money Indebtedness securing Indebtedness permitted under clause (k) of the definition of Permitted Indebtedness, (q) Liens to secure Attributable Indebtedness; provided that any such Lien shall not extend to or cover any assets of any Borrower or any Subsidiary other than the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is incurred, (r) 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 and (s) leases or subleases granted to others that do not materially interfere with the Ordinary Course of Business of the Borrowers or any of their Subsidiaries.

“Permitted Foreign Jurisdiction” shall have the meaning set forth in Section 4.13 hereof.

“Permitted Indebtedness” shall mean: (a) the Obligations; (b) [reserved]; (c) any guarantees of Indebtedness permitted under Section 7.3 hereof; (d) any Indebtedness (including any Indebtedness between and among Loan Parties and/or Subsidiaries) listed on Schedule 5.8(b)(ii) hereof and any refinancing thereof that does not increase the original aggregate principal amount of such Indebtedness (other than with respect to amounts increased relating to fees, premiums, commissions and discounts relating to such refinancing and a roll-up of accrued interest); (e) Indebtedness consisting, and in accordance with the requirements of, of Permitted Loans made by one or more Borrower(s) to any other Borrower(s) or any of their respective Subsidiaries; (f) Interest Rate Hedges and Foreign Currency Hedges that are entered into by Borrowers to hedge their risks with respect to outstanding Indebtedness of Borrowers and not for speculative or investment purposes; (g) Permitted Loans between non-Loan Parties (who nonetheless are Affiliates of any Borrower); (h) Indebtedness arising in connection with endorsement of instruments for deposit in the Ordinary Course of Business, (i) Indebtedness in the form of local working capital facilities incurred by Foreign Subsidiaries of Borrowers in an aggregate principal amount not to exceed $20,000,000 pursuant to this clause (i) as long as (i) no Borrower (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 Borrower 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 Borrower 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, (j) 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 Borrower in the Ordinary Course of Business; (k) Purchase Money Indebtedness incurred by the Borrowers or any of their Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding, (l) secured Indebtedness of any Borrower or any of its Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding; (m) unsecured Indebtedness of any Borrower or any of its Subsidiaries in an aggregate amount not to exceed $5,000,000 at any time outstanding and (n) Attributable Indebtedness in connection with Sale and Leaseback Transactions in an aggregate amount not to exceed $50,000,000.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Permitted Investments” shall mean investments in: (a) obligations issued or guaranteed by the United States of America or any agency thereof; (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating); (c) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency; (d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof; (e) Permitted Loans; (f) Investments in any Borrower by a Borrower, (g) Investments in any Borrower by any Subsidiary, (h) Investments by any Loan Party to a non-Loan Party (who nonetheless is an Affiliate of any Borrower) not to exceed $20,000,000 outstanding at any time in the aggregate subject to satisfaction of the Investment Payment Conditions, (i) Investments in existence on the Closing Date and listed on Schedule 7.4 and any amendments, renewals or replacements thereof that do not exceed the amount of such Investment, (j) Investments in Cash Equivalents so long as subject to and in accordance with Article IV, (i) Investments in joint ventures in a Permitted Business not to exceed $5,000,000 in the aggregate for all such Investments subject to satisfaction of the Joint Venture Payment Conditions; and (j) any Permitted Acquisitions.

“Permitted Loans” shall mean: (a) the extension of trade credit by a Borrower to its Customer(s), in the Ordinary Course of Business in connection with a sale of Inventory or rendition of services, in each case on open account terms; (b) loans to employees in the Ordinary Course of Business not to exceed $1,500,000 in the aggregate at any time outstanding; (c) intercompany loans from a Foreign Subsidiary of a Loan Party to another Foreign Subsidiary of a Loan Party, and (d) intercompany loans (i) existing on the Closing Date, (ii) between Loan Parties and other Loan Parties, (iii) from a non-Loan Party (who nonetheless is an Affiliate of any Borrower) to a Loan Party and (iv) from a Loan Party to a non-Loan Party (who nonetheless is an Affiliate of any Borrower) after the Closing Date in an amount (such amount so calculated net of the amount of all intercompany loans owed to Loan Parties from non-Loan Parties) not to exceed $20,000,000 at any time outstanding, subject to satisfaction of the Investment Payment Conditions at the extension of any such intercompany loan; provided that (i) the Agent shall have the right to request that each such intercompany loan is evidenced by a promissory note (including, if applicable, any master intercompany note executed by Loan Parties and/or applicable Subsidiaries) on terms and conditions (including terms subordinating payment of the indebtedness evidenced by such note to the prior payment in full of all Obligations) acceptable to Agent in its sole discretion that has been delivered to Agent either endorsed in blank or together with an undated instrument of transfer executed in blank by the applicable Borrower(s) that are the payee(s) on such note and (ii) no such promissory note shall be required to be delivered prior to the date that is sixty (60) days after the Closing Date (or such later date of delivery as may be agreed to by the Agent in its reasonable discretion).

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Person” shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

“Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan but not a Multiemployer Plan, as defined herein) maintained by any Borrower or any of its Subsidiaries or with respect to which any Borrower or any of its Subsidiaries has any liability.

“Pledge Agreement” shall mean (i) subject to Section 6.18, that certain Pledge Agreement among the Australian and New Zealand Foreign Subsidiaries of the Borrowers, as pledgors, in favor of Agent and (ii) any other pledge agreements executed subsequent to the Closing Date by any other Person to secure the Obligations.

“Pledged Equity” shall mean the pledged Equity Interests listed on Schedule 5.24 with the percentages described under the column “Ownership Pledged”, together with any other Equity Interests, certificates, options, or rights or instruments pledged hereunder in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Loan Party while this Agreement is in effect.

“PNC” shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.

“Pro Forma Financial Statements” shall have the meaning set forth in Section 5.5(b) hereof.

“Pro Forma Funds Flow” shall have the meaning set forth in Section 5.5(a) hereof.

“Projections” shall have the meaning set forth in Section 5.5(b) hereof.

“Properly Contested” shall mean, in the case of any Indebtedness, Lien or Taxes, as applicable, of any Person that are not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien or Taxes, as applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the non-payment of such Indebtedness or Taxes will not have a Material Adverse Effect or will not result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness or taxes unless such Lien (x) does not attach to any Receivables or Inventory, (y) is at all times junior and subordinate in priority to the Liens in favor of the Agent (except only with respect to property Taxes that have priority as a matter of applicable state law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; and (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review.

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

45

[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Protective Advances” shall have the meaning set forth in Section 16.2(f) hereof.

“Published Rate” shall mean the rate of interest published each Business Day in the Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the LIBOR Rate for a one month period as published in another publication selected by the Agent).

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of any Borrower or any 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 such Borrower or any such 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 such Borrower or such Subsidiary or such installation, construction or improvement.

“Purchasing CLO” shall have the meaning set forth in Section 16.3(d) hereof.

“Purchasing Lender” shall have the meaning set forth in Section 16.3(c) hereof.

“Q Investments” shall mean 5 Essex, LLC (“5 Essex”), its manager Renegade Swish, LLC (“RS”), and any entity that directly, or indirectly, controls, is controlled by, or is under common control with, either of 5 Essex or RS.

“Qualified ECP Loan Party” shall mean each Borrower or Guarantor that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

“Qualifying IPO” means the issuance by Borrowing Agent of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“RCRA” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“Real Property” shall mean all of the owned and leased premises identified on Schedule 4.4 hereto or in and to any other premises or real property that are hereafter owned or leased by any Borrower.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Receivables” shall mean and include, as to each Borrower, all of such Borrower’s accounts (as defined in Article 9 of the Uniform Commercial Code) and all of such Borrower’s contract rights, instruments (including those evidencing indebtedness owed to such Borrower by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to such Borrower arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

“Register” shall have the meaning set forth in Section 16.3(e) hereof.

“Reimbursement Obligation” shall have the meaning set forth in Section 2.14(b) hereof.

“Release” shall have the meaning set forth in Section 5.7(c)(i) hereof.

“Reportable Compliance Event” shall mean that (1) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained, penalized or the subject of an assessment for a penalty or enters into a settlement with an Governmental Body in connection with any economic sanctions or other Anti-Terrorism Law or Anti-Corruption law, or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable or Anti-Corruption Law, or violates any Anti-Terrorism Law or Anti-Corruption Law; (2) any Covered Entity engages in a transaction that has caused the Lenders or Agent to be in violation of any Anti-Terrorism Law., including a Covered Entity’s use of any proceeds of the credit facility to fund any operations in, finance any investments or activities in, or, make any payments to, directly or indirectly, a Sanctioned Jurisdiction or Sanctioned Person; (3) any Collateral becomes Embargoed Property; or (4) any Covered Entity otherwise violates any of the representations in Section 5.35, or any covenant in Section 6.21 or Section 7.21.

“Reportable ERISA Event” shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder.

“Required Cape Town Registrations” shall have the meaning set forth in Section 4.13(c)(i) hereof.

“Required Lenders” shall mean Lenders (not including Swing Loan Lender (in its capacity as such Swing Loan Lender) or any Defaulting Lender) holding at least fifty-one percent (51%) of either (a) the aggregate of (x) the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender) and (y) outstanding principal amount of the Term Loan or (b) after the termination of all commitments of Lenders hereunder, the sum of (x) the outstanding Revolving Advances, Swing Loans, and Term Loans, plus the Maximum Undrawn Amount of all outstanding Letters of Credit.

47

[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Reserves” shall mean reserves against the Maximum Revolving Advance Amount, or the Formula Amount, including without limitation the Medicare/Medicaid Reserve and a reserve for any deferred social security taxes in respect of the fiscal year ended 2020, as Agent may reasonably deem proper and necessary from time to time in accordance with its Permitted Discretion.

“Reserve Percentage” shall mean as of any day the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).

“Responsible Officer” of any Person means any Executive Officer or Financial Officer of such Person.

“Restricted Payment” means any dividend or distribution on any Equity Interests of any Borrower or any of its Subsidiaries (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or application of any funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or any options to purchase or acquire any Equity Interest of any Borrower or its Subsidiaries.

“Restricted Payment Conditions” shall mean, at the time of determination with respect to payment of any Restricted Payment pursuant to Section 7.7(a), as applicable, the following conditions shall be satisfied:

(a) if the Term Loan is outstanding:

(k)(i) there shall be no more than twoone (21) Restricted Payment made during any fiscal yearquarter pursuant to Section 7.7(a);

(l) (ii) such Restricted Payment shall be made after Agent’s receipt of (A) the annualquarterly financial statements in accordance with Section 9.7 and (B) the mandatory prepayment in accordance with Section 2.20(b)9.8;

(m) (iii) no Event of Default shall have occurred or would occur after giving pro forma effect to such Restricted Payment;

(n) (iv) immediately prior to, and after giving pro forma effect to such Restricted Payment, the Fixed Charge Coverage Ratio (Dividends) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.8 is not less than 1:2510 to 1:00;

(o) (v) the aggregate amount of such Restricted Payments in any fiscal yearPayment shall not exceed the mandatory prepayment received by Agent in accordance with Section 2.20(b)Excess Cash on Hand;

(p) (vi) immediately prior to, and after giving pro forma effect to such Restricted Payment, (x) Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount, and (y) the Usage Amount is $3,000,000 or less; provided that such Usage Amount may only be comprised of outstanding Letters of Credit; and

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(vii) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

(b) if the Term Loan is no longer outstanding:

(i) there shall be no more than two (2) Restricted Payments made during any fiscal year pursuant to Section 7.7(a);

(ii) such Restricted Payment shall be made after Agent’s receipt of the annual financial statements in accordance with Section 9.7;

(iii) no Event of Default shall have occurred or would occur after giving pro forma effect to such Restricted Payment;

(iv) immediately prior to, and after giving pro forma effect to such Restricted Payment, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.8 is not less than 1:25 to 1:00; and

(v) immediately prior to, and after giving pro forma effect to such Restricted Payment, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and

(q) (vi) Agent shall have received a Compliance Certificate and, if requested by Agent, any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

For the avoidance of doubt, with respect to Restricted Payments made pursuant to Section 7.7(a), (i) there shall be no more than two (2) such Restricted Payments made during the fiscal year the Term Loan is paid in full and no longer outstanding and (ii) each condition set forth in clauses (a) and (b) above shall be satisfied prior to making each such Restricted Payment.

“Revolving Advances” shall mean Advances other than Letters of Credit, the Term Loan and the Swing Loans.

“Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to make Revolving Advances and participate in Swing Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount (if any) of such Lender.

“Revolving Commitment Amount” shall mean, as to any Lender, the Revolving Commitment amount (if any) set forth below such Lender’s name on the signature page hereto (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

49

[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Revolving Commitment Percentage” shall mean, as to any Lender, the Revolving Commitment Percentage (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“Revolving Credit Note” shall mean, collectively, the promissory notes referred to in Section 2.1(a) hereof.

“Revolving Interest Rate” shall mean (a) with respect to Revolving Advances that are Domestic Rate Loans and Swing Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to LIBOR Rate Loans, the sum of the Applicable Margin plus the LIBOR Rate.

“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; provided that in no event shall the Sale and Leaseback Transactions permitted under this Agreement exceed $50,000,000 in the aggregate; provided further that the Net Proceeds received in respect of the Sale Leaseback Transactions shall be applied in accordance with Section 2.20(a)(i).

“Sanctioned CountryJurisdiction ” shall mean a country subject to a comprehensive sanctions program maintained under any Anti-Terrorism Law, including, as of the First Amendment Date, Cuba, Iran, North Korea, Syria, and the Crimea Region of Ukraine.

“Sanctioned Person” shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.(a) a Person that is the subject of sanctions administered by OFAC or the U.S. Department of State (“State”), including by virtue of being (i) named on OFAC’s list of “Specially Designated Nationals and Blocked Persons”; (ii) organized under the laws of, ordinarily resident in, or physically located in a Sanctioned Jurisdiction; (iii) owned or controlled 50% or more in the aggregate, by one or more Persons that are the subject of sanctions administered by OFAC; (b) a Person that is the subject of sanctions maintained by the European Union (“E.U.”), including by virtue of being named on the E.U.’s “Consolidated list of persons, groups and entities subject to E.U. financial sanctions” or other, similar lists; or (c) a Person that is the subject of sanctions maintained by the United Kingdom (“U.K.”), including by virtue of being named on the “Consolidated List Of Financial Sanctions Targets in the U.K.” or other, similar lists.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Secured Parties” shall mean, collectively, Agent, Issuer, Swing Loan Lender and Lenders, together with any Affiliates of Agent or any Lender to whom any Hedge Liabilities or Cash Management Liabilities are owed and with each other holder of any of the Obligations, and the respective successors and assigns of each of them.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Settlement” shall have the meaning set forth in Section 2.6(d) hereof.

“Settlement Date” shall have the meaning set forth in Section 2.6(d) hereof.

“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.

“Special Canadian Proceeds” means any amounts received by the Borrowers relating to written-off collections, settlements and insurance proceeds due to a certain damaged rotary aircraft previously disclosed to the Agent.

“Specified Contribution” shall have the meaning set forth in Section 6.5(b) hereof.

“State of Registration” means, in respect of an Aircraft, the United States or such other jurisdiction under the laws of which such Aircraft is registered.

“Subsidiary” shall mean of any Person a corporation or other entity of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

51

[PHI Group] Revolving Credit, Term Loan and Security Agreement

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

“Subsidiary Stock” shall mean (a) with respect to the Equity Interests issued to a Borrower by any Subsidiary (other than a Foreign Subsidiary), 100% of such issued and outstanding Equity Interests, and (b) with respect to any Equity Interests issued to a Borrower by any Foreign Subsidiary (i) 100% of such issued and outstanding Equity Interests not constituting voting stock (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (ii) 65% (or a greater percentage that would not cause (or is not reasonably expected to cause) any U.S. shareholder of such Foreign Subsidiary to (x) include in income for any tax year an amount under Section 956 of the Code in excess of $1,000,000 after taking into account all applicable deductions, including, but not limited to, Section 245A of the Code and the Treasury Regulations issued thereunder or (y) have material adverse tax consequences, in each case, as determined by the Borrowing Agent in good faith in consultation with Agent) of such issued and outstanding Equity Interests constituting voting stock (within the meaning of Treas. Reg. Section 1.956-2(c)(2)).

“Swap” shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

“Swap Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender-Provided Interest Rate Hedge, or a Lender-Provided Foreign Currency Hedge.

“Swing Loan Lender” shall mean PNC, in its capacity as lender of the Swing Loans.

“Swing Loan Note” shall mean the promissory note described in Section 2.4(a) hereof.

“Swing Loans” shall mean the Advances made pursuant to Section 2.4 hereof.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.

“Term” shall have the meaning set forth in Section 13.1 hereof.

“Term Loan” shall have the meaning set forth in Section 2.3 hereof.

“Term Loan Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to fund a portion of the Term Loan in an aggregate principal equal to the Term Loan Commitment Amount (if any) of such Lender.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Term Loan Commitment Amount” shall mean, as to any Lender, the term loan commitment amount (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the term loan commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“Term Loan Commitment Percentage” shall mean, as to any Lender, the Term Loan Commitment Percentage (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Term Loan Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“Term Loan Rate” shall mean (a) with respect to Term Loans that are Domestic Rate Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to Term Loans that are LIBOR Rate Loans, the sum of the Applicable Margin plus the LIBOR Rate.

“Termination Event” shall mean: (a) a Reportable ERISA Event with respect to any Pension Benefit Plan; (b) the withdrawal of any Borrower or any member of the Controlled Group from a Pension Benefit Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the providing of notice of intent to terminate a Pension Benefit Plan in a distress termination described in Section 4041(c) of ERISA; (d) the commencement of proceedings by the PBGC to terminate a Pension Benefit Plan; (e) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Benefit Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; (f) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of any Borrower or any member of the Controlled Group from a Multiemployer Plan; (g) a determination that any Pension Benefit Plan is considered an at risk plan (within the meaning of Section 430 of the Code or Section 303 of ERISA) or a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA) or in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon any Borrower or any member of the Controlled Group; (i) the existence with respect to any Plan of a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; (j) any failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Benefit Plan or the failure by any Borrower or a member of the Controlled Group to make any required contribution to a Multiemployer Plan; or (k) receipt of notice from the Internal Revenue Service that any Plan fails to satisfy the applicable requirements of Section 401 of the Code.

“Term Note” shall mean, collectively, the promissory notes described in Section 2.3 hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Third Party Payor” means Government Reimbursement Programs, Blue Cross and/or Blue Shield, private insurers, managed care plans and any other Person or entity which presently or in the future that reimburses or pays providers for Healthcare Services.

“Third Party Payor Authorizations” means all participation agreements, provider or supplier agreements, enrollments, accreditations and billing numbers necessary to participate in and receive reimbursement from a Third Party Payor program, including all Medicare and Medicaid participation agreements.

“Transactions” shall have the meaning set forth in Section 5.5(a) hereof.

“Transferee” shall have the meaning set forth in Section 16.3(d) hereof.

“TRICARE/CHAMPUS” means the Civilian Health and Medical Program of the Uniformed Service, a program of medical benefits covering former and active members of the uniformed services and certain of their dependents, financed and administered by the United States Departments of Defense, Health and Human Services and Transportation and established pursuant to 10 USC §§ 1071-1106, and all regulations promulgated thereunder including (1) all federal statutes (whether set forth in 10 USC §§ 1071-1106 or elsewhere) affecting TRICARE/CHAMPUS; and (2) all applicable rules, regulations (including 32 CFR 199), manuals, orders and other guidelines promulgated pursuant to or in connection with any of the foregoing that are binding and have the force of law in each case as may be amended, supplemented or otherwise modified from time to time.

“Undrawn Availability” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the sum of (i) the outstanding amount of Advances (other than the Term Loan) plus (ii) all amounts due and owing to any Borrower’s trade creditors which are outstanding sixty (60) days or more past their due date, plus (iii) fees and expenses incurred in connection with the Transactions for which Borrowers are liable but which have not been paid or charged to Borrowers’ Account.

“Unfunded Capital Expenditures” shall mean, as to any Borrower, without duplication, a Capital Expenditure funded (a) from such Borrower’s internally generated cash flow or (b) with the proceeds of a Revolving Advance or Swing Loan.

“Uniform Commercial Code” shall have the meaning set forth in Section 1.3 hereof.

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Usage Amount” shall have the meaning set forth in Section 3.3 hereof.

1.3 Uniform Commercial Code Terms. All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “Uniform Commercial Code”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel paper” (and “electronic chattel

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paper” and “tangible chattel paper”), “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “financial asset”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “payment intangibles”, “proceeds”, “promissory note” “securities”, “software” and “supporting obligations” as and when used in the description of Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

1.4 Certain Matters of Construction. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. 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. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Agent is a party, including references to any of the Other Documents, shall include any and all modifications, supplements or amendments thereto, any and all restatements or replacements thereof and any and all extensions or renewals thereof. Except as otherwise expressly provided for herein, all references herein to the time of day shall mean the time in New York, New York. Unless otherwise provided, all financial calculations shall be performed with Inventory valued on an average cost basis. Whenever the words “including” or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. A Default or an Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Required Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Lenders. Wherever the phrase “to the best of Borrowers’ knowledge” or words of similar import relating to the knowledge or the awareness of any Borrower are used in this Agreement or Other Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of any Borrower or (ii) the knowledge that a senior officer would have obtained if he/she had engaged in a good faith and diligent performance of his/her duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder.

1.5 LIBOR Notification. Section 3.8.2. of this Agreement provides a mechanism for determining an alternate rate of interest in the event that the London interbank offered rate is no longer available or in certain other circumstances. The Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Rate” or with respect to any alternative or successor rate thereto, or replacement rate therefor.

II. ADVANCES, PAYMENTS.

2.1 Revolving Advances.

(a) Amount of Revolving Advances. Subject to the terms and conditions set forth in this Agreement specifically including Sections 2.1(b) and (c), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount, less the outstanding amount of Swing Loans, less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, less Reserves established hereunder or (y) an amount equal to the sum of:

(i) up to 85% of (x) Eligible Non-IPM Receivables and (y) Eligible IPM Receivables that are due or unpaid not more than 120 days after the original billing date, plus

(ii) the lesser of (A) up to 65% (together with the advance rate set forth in Section 2.1(a)(y)(i), collectively, the “Advance Rates”) of Eligible IPM Receivables that are due or unpaid more than 120 days after the original billing date but not more than 150 days after the original billing date and (B) $5,000,000, minus

(iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus

(iv) Reserves established hereunder.

The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections 2.1 (a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding anything to the contrary contained in the foregoing or otherwise in this Agreement, the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit less Reserves established hereunder or (ii) the Formula Amount.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(b) Discretionary Rights. The Advance Rates may be increased or decreased by Agent at any time and from time to time in the exercise of its Permitted Discretion. Each Borrower consents to any such increases or decreases and acknowledges that decreasing the Advance Rates or increasing or imposing Reserves may limit or restrict Advances requested by Borrowing Agent. Notwithstanding anything to the contrary herein, the amount of any such Reserve or change will have a reasonable relationship to the event, condition or other matter that is the basis for such Reserve or such change as determined by Agent in its Permitted Discretion. Prior to the occurrence of an Event of Default or Default, Agent shall give Borrowing Agent five (5) Business Days’ prior written notice of its intention to decrease the Advance Rates; provided, however, no Borrower nor any Guarantor shall have any right of action whatsoever against Agent for, and Agent shall not be liable for any damages resulting from, the failure of Agent to provide the prior notice contemplated in this sentence. In furtherance of the foregoing, Agent, in its Permitted Discretion, may further adjust the Formula Amount by applying percentages (known as “liquidity factors”) to Eligible IPM Receivables by payor class based upon the Borrowers’ actual recent collection history (over no more than a 12 month period) for each such payor class (e.g., Medicare, Medicaid, commercial insurance, etc.) in a manner consistent with Agent’s underwriting practices and procedures. Such liquidity factors may be adjusted by Agent throughout the Term as warranted by Agent’s underwriting practices and procedures and using its Permitted Discretion. The rights of Agent under this subsection are subject to the provisions of Section 16.2(b).

(c) Medicare/Medicaid/TRICARE Sublimit. Notwithstanding anything to the contrary in Section 2.1(a), the aggregate amount of Eligible IPM Receivables comprised of Medicare Receivables, Medicaid Receivables and TRICARE/CHAMPUS Receivables shall not exceed $7,500,000 after application of the applicable Advance Rate.

2.2 Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances.

(a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 3:00 p.m. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation under this Agreement, become due, the same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and such request shall be irrevocable.

(b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a LIBOR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice by no later than 3:00 p.m. on the day which is three (3) Business Days prior to the date such LIBOR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of $100,000 and in integral multiples of $50,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for LIBOR Rate Loans shall be for one, two or three months; provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. Any Interest Period

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

that begins on the last Business Day of a calendar month (or 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. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, no LIBOR Rate Loan shall be made available to any Borrower. After giving effect to each requested LIBOR Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(e), there shall not be outstanding more than five (5) LIBOR Rate Loans, in the aggregate.

(c) Each Interest Period of a LIBOR Rate Loan shall commence on the date such LIBOR Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term.

(d) Borrowing Agent shall elect the initial Interest Period applicable to a LIBOR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 3:00 p.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert such LIBOR Rate Loan to a Domestic Rate Loan subject to Section 2.2(e) below.

(e) Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a LIBOR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan. If Borrowing Agent desires to convert a loan, Borrowing Agent shall give Agent written notice by no later than 3:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a LIBOR Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable LIBOR Rate Loan) with respect to a conversion from a LIBOR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is to a LIBOR Rate Loan, the duration of the first Interest Period therefor.

(f) At its option and upon written notice given prior to 3:00 p.m. at least three (3) Business Days prior to the date of such prepayment, any Borrower may, subject to Section 2.2(g) hereof, prepay the LIBOR Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are LIBOR Rate Loans and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(g) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any LIBOR Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.

(h) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any LIBOR Rate Loans) to make or maintain its LIBOR Rate Loans, the obligation of Lenders (or such affected Lender) to make LIBOR Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected LIBOR Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected LIBOR Rate Loans or convert such affected LIBOR Rate Loans into loans of another type. If any such payment or conversion of any LIBOR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBOR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.

(i) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire LIBOR deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate. The provisions set forth herein shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing based on the LIBOR Rate by acquiring LIBOR deposits for each Interest Period in the amount of the LIBOR Rate Loans.

2.3 Term Loan. Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, will make a term loan to Borrowers in the amount equal to such Lender’s Term Loan Commitment Percentage of $35,000,000 (the “Term Loan”). The Term Loan shall be advanced on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: consecutive equal quarterly installments of principal each in an amount equal to $1,750,000 commencing January 1, 2021 and continuing on the first day of each quarter thereafter during the Term followed by a final payment on the last day of the Term of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses. The Term Loan shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. The Term Loan may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

Borrowers desire to obtain or extend any portion of the Term Loan as a LIBOR Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (i) shall apply. In the event the outstanding principal balance of the Term Loans at such time exceeds forty percent (40%) of the net orderly liquidation value of the Aircraft Collateral (as so determined pursuant to an appraisal performed pursuant to Section 4.7), then, promptly upon Agent’s demand for same, Borrowers shall make a mandatory prepayment of the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof so as to eliminate such excess.

2.4 Swing Loans.

(a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future.

(b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason.

(c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed,

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

2.5 Disbursement of Advance Proceeds. All Advances shall be disbursed from whichever office or other place Agent may designate from time to time and, together with any and all other Obligations of Borrowers to Agent or Lenders, shall be charged to Borrowers’ Account on Agent’s books. The proceeds of each Revolving Advance or Swing Loan requested by Borrowing Agent on behalf of any Borrower or deemed to have been requested by any Borrower under Sections 2.2(a), 2.6(b) or 2.14 hereof shall, (i) with respect to requested Revolving Advances, to the extent Lenders make such Revolving Advances in accordance with Section 2.2(a), 2.6(b) or 2.14 hereof, and with respect to Swing Loans made upon any request or deemed request by Borrowing Agent for a Revolving Advance to the extent Swing Loan Lender makes such Swing Loan in accordance with Section 2.4(b) hereof, be made available to the applicable Borrower on the day so requested by way of credit to such Borrower’s operating account at PNC, or such other bank as Borrowing Agent may designate following notification to Agent, in immediately available federal funds or other immediately available funds or, (ii) with respect to Revolving Advances deemed to have been requested by any Borrower or Swing Loans made upon any deemed request for a Revolving Advance by any Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request. During the Term, Borrowers may use the Revolving Advances and Swing Loans by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof.

2.6 Making and Settlement of Advances.

(a) Each borrowing of Revolving Advances shall be advanced according to the applicable Revolving Commitment Percentages of Lenders holding the Revolving Commitments (subject to any contrary terms of Section 2.22). The Term Loan shall be advanced according to the applicable Term Loan Commitment Percentages of Lenders holding the Term Loan Commitments. Each borrowing of Swing Loans shall be advanced by Swing Loan Lender alone.

(b) Promptly after receipt by Agent of a request or a deemed request for a Revolving Advance pursuant to Section 2.2(a) and, with respect to Revolving Advances, to the extent Agent elects not to provide a Swing Loan or the making of a Swing Loan would result in the aggregate amount of all outstanding Swing Loans exceeding the maximum amount permitted in Section 2.4(a), Agent shall notify Lenders holding the Revolving Commitments of its receipt of such request specifying the information provided by Borrowing Agent and the apportionment

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among Lenders of the requested Revolving Advance as determined by Agent in accordance with the terms hereof. Each Lender shall remit the principal amount of each Revolving Advance to Agent such that Agent is able to, and Agent shall, to the extent the applicable Lenders have made funds available to it for such purpose and subject to Section 8.2, fund such Revolving Advance to Borrowers in U.S. Dollars and immediately available funds at the Payment Office prior to the close of business, on the applicable borrowing date; provided that if any applicable Lender fails to remit such funds to Agent in a timely manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Advance of such Lender on such borrowing date, and such Lender shall be subject to the repayment obligation in Section 2.6(c) hereof.

(c) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender holding a Revolving Commitment that such Lender will not make the amount which would constitute its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, Agent may (but shall not be obligated to) assume that such Lender has made such amount available to Agent on such date in accordance with Section 2.6(b) and may, in reliance upon such assumption, make available to Borrowers a corresponding amount. Agent will promptly notify Borrowing Agent of its receipt of any such notice from a Lender. In such event, if a Lender has not in fact made its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, then the applicable Lender and Borrowers severally agree to pay to Agent on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrowers through but excluding the date of payment to Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) (x) the daily average Effective Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (y) such amount or (B) a rate determined by Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by Borrower, the Revolving Interest Rate for Revolving Advances that are Domestic Rate Loans. If such Lender pays its share of the applicable Revolving Advance to Agent, then the amount so paid shall constitute such Lender’s Revolving Advance. Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Lender holding a Revolving Commitment that shall have failed to make such payment to Agent. A certificate of Agent submitted to any Lender or Borrower with respect to any amounts owing under this paragraph (c) shall be conclusive, in the absence of manifest error.

(d) Agent, on behalf of Swing Loan Lender, shall demand settlement (a “Settlement”) of all or any Swing Loans with Lenders holding the Revolving Commitments on at least a weekly basis, or on any more frequent date that Agent elects or that Swing Loan Lender at its option exercisable for any reason whatsoever may request, by notifying Lenders holding the Revolving Commitments of such requested Settlement by facsimile, telephonic or electronic transmission no later than 3:00 p.m. on the date of such requested Settlement (the “Settlement Date”). Subject to any contrary provisions of Section 2.22, each Lender holding a Revolving Commitment shall transfer the amount of such Lender’s Revolving Commitment Percentage of the outstanding principal amount (plus interest accrued thereon to the extent requested by Agent) of the applicable Swing Loan with respect to which Settlement is requested by Agent, to such account of Agent as Agent may designate not later than 5:00 p.m. on such Settlement Date if requested by Agent by 3:00 p.m., otherwise not later than 5:00 p.m. on the next Business Day. Settlements may occur at any time notwithstanding that the conditions precedent to making Revolving Advances set forth in Section 8.2 have not been satisfied or the Revolving

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Commitments shall have otherwise been terminated at such time. All amounts so transferred to Agent shall be applied against the amount of outstanding Swing Loans and, when so applied shall constitute Revolving Advances of such Lenders accruing interest as Domestic Rate Loans. If any such amount is not transferred to Agent by any Lender holding a Revolving Commitment on such Settlement Date, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.6(c).

(e) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral.

2.7 Maximum Advances. The aggregate balance of Revolving Advances plus Swing Loans outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or (b) the Formula Amount.

2.8 Manner and Repayment of Advances.

(a) The Revolving Advances and Swing Loans shall be due and payable in full on the last day of the Term subject to earlier prepayment as herein provided. The Term Loan shall be due and payable as provided in Section 2.3 hereof and shall be due and payable in full on the last day of the Term, subject to mandatory prepayments as herein provided. Notwithstanding the foregoing, all Advances shall be subject to earlier repayment upon (x) acceleration upon the occurrence of an Event of Default under this Agreement or (y) termination of this Agreement. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Advances (other than the Term Loan) shall be applied, first to the outstanding Swing Loans and next, pro rata according to the applicable Revolving Commitment Percentages of Lenders, to the outstanding Revolving Advances (subject to any contrary provisions of Section 2.22). Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Term Loan shall be applied to the Term Loan pro rata according to the Term Loan Commitment Percentages of Lenders in the inverse order of maturities thereof.

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(b) Each Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received by Agent. Agent shall conditionally credit Borrowers’ Account for each item of payment on the next Business Day after the Business Day on which such item of payment is received by Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with respect to such item, as the “Application Date”) Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account for the amount of any item of payment which is returned, for any reason whatsoever, to Agent unpaid. Subject to the foregoing, Borrowers agree that for purposes of computing the interest charges under this Agreement, each item of payment received by Agent shall be deemed applied by Agent on account of the Obligations on its respective Application Date. Borrowers further agree that there is a monthly float charge payable to Agent for Agent’s sole benefit, in an amount equal to (y) the face amount of all items of payment received each day during the prior month (including items of payment received by Agent as a wire transfer or electronic depository check) multiplied by (z) the Revolving Interest Rate with respect to Domestic Rate Loans for one day (i.e. Revolving Interest Rate divided by 360 or 365/366 as applicable). The monthly float charge shall be calculated daily and charged once per month, relating to all payments collected in the prior month. All proceeds received by Agent shall be applied to the Obligations in accordance with Section 4.8(h).

(c) All payments of principal, interest and other amounts payable hereunder, or under any of the Other Documents shall be made to Agent at the Payment Office not later than 1:00 p.m. Eastern Standard Time on the due date therefor in Dollars in federal funds or other funds immediately available to Agent. Agent shall have the right to effectuate payment of any and all Obligations due and owing hereunder by charging Borrowers’ Account or by making Advances as provided in Section 2.2 hereof.

(d) Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest, fees and other amounts payable hereunder shall be made without deduction, setoff or counterclaim and shall be made to Agent on behalf of Lenders to the Payment Office, in each case on or prior to 1:00 p.m., in Dollars and in immediately available funds.

2.9 Repayment of Excess Advances. If at any time the aggregate balance of outstanding Revolving Advances, Term Loans, Swing Loans, and/or Advances taken as a whole exceeds the maximum amount of such type of Advances and/or Advances taken as a whole (as applicable) permitted hereunder, such excess Advances shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or an Event of Default has occurred.

2.10 Statement of Account. Agent shall maintain, in accordance with its customary procedures, a loan account (“Borrowers’ Account”) in the name of Borrowers in which shall be recorded the date and amount of each Advance made by Agent or Lenders and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date and

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amount of any Advance shall not adversely affect Agent or any Lender. Each month, Agent shall send to Borrowing Agent a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent, Lenders and Borrowers during such month. The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest error and shall constitute an account stated between Lenders and Borrowers unless Agent receives a written statement of Borrowers’ specific exceptions thereto within thirty (30) days after such statement is received by Borrowing Agent. The records of Agent with respect to Borrowers’ Account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

2.11 Letters of Credit.

(a) Subject to the terms and conditions hereof, Issuer shall issue or cause the issuance of standby and/or trade letters of credit denominated in Dollars (“Letters of Credit”) for the account of any Borrower except to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the outstanding Swing Loans, plus (iii) the Maximum Undrawn Amount of all outstanding Letters of Credit, plus (iv) the Maximum Undrawn Amount of the Letter of Credit to be issued to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Formula Amount (calculated without giving effect to the deductions provided for in Section 2.1(a)(y)((iii)). The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans. Letters of Credit that have not been drawn upon shall not bear interest (but fees shall accrue in respect of outstanding Letters of Credit as provided in Section 3.2 hereof).

(b) Notwithstanding any provision of this Agreement, Issuer shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Body or arbitrator shall by its terms purport to enjoin or restrain Issuer from issuing any Letter of Credit, or any Law applicable to Issuer or any request or directive (whether or not having the force of law) from any Governmental Body with jurisdiction over Issuer shall prohibit, or request that Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which Issuer is not otherwise compensated hereunder) not in effect on the date of this Agreement, or shall impose upon Issuer any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement, and which Issuer in good faith deems material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of Issuer applicable to letters of credit generally.

2.12 Issuance of Letters of Credit.

(a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason.

(b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless the Agent, Issuer and Borrowing Agent agree for the Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) of this Agreement. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder.

(c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

2.13 Requirements For Issuance of Letters of Credit.

(a) Borrowing Agent shall authorize and direct any Issuer to name the applicable Borrower as the “Applicant” or “Account Party” of each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrowing Agent shall authorize and direct Issuer to deliver to Agent all instruments, documents, and other writings and property received by Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, and the application therefor.

(b) In connection with all trade Letters of Credit issued or caused to be issued by Issuer under this Agreement, each Borrower hereby appoints Issuer, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred: (i) to sign and/or endorse such Borrower’s name upon any warehouse or other receipts, and acceptances; (ii) to sign such Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (“Customs”) in the name of such Borrower or Issuer or Issuer’s designee, and to sign and deliver to Customs officials powers of attorney in the name of such Borrower for such purpose; and (iv) to complete in such Borrower’s name or Issuer’s, or in the name of Issuer’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent, Issuer nor their attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agent’s, Issuer’s or their respective attorney’s willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.

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2.14 Disbursements, Reimbursement.

(a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively.

(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Issuer will promptly notify Agent and Borrowing Agent. Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 p.m., on each date that an amount is paid by Issuer under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the amount so paid by Issuer. In the event Borrowers fail to reimburse Issuer for the full amount of any drawing under any Letter of Credit by 12:00 p.m., on the Drawing Date, Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 are then satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice.

(c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) make available to Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or Issuer of a drawing.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14.

(e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

2.15 Repayment of Participation Advances.

(a) Upon (and only upon) receipt by Agent for the account of Issuer of immediately available funds from Borrowers (i) in reimbursement of any payment made by Issuer or Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to Agent, or (ii) in payment of interest on such a payment made by Issuer or Agent under such a Letter of Credit, Agent will pay to each Lender holding a Revolving Commitment, in the same funds as those received by Agent, the amount of such Lender’s Revolving Commitment Percentage of such funds, except Agent shall retain the amount of the Revolving Commitment Percentage of such funds of any Lender holding a Revolving Commitment that did not make a Participation Advance in respect of such payment by Agent (and, to the extent that any of the other Lender(s) holding the Revolving Commitment have funded any portion such Defaulting Lender’s Participation Advance in accordance with the provisions of Section 2.22, Agent will pay over to such Non-Defaulting Lenders a pro rata portion of the funds so withheld from such Defaulting Lender).

(b) If Issuer or Agent is required at any time to return to any Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Borrowers to Issuer or Agent pursuant to Section 2.15(a) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each applicable Lender shall, on demand of Agent, forthwith return to Issuer or Agent the amount of its Revolving Commitment Percentage of any amounts so returned by Issuer or Agent plus interest at the Effective Federal Funds Effective Rate.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

2.16 Documentation. Each Borrower agrees to be bound by the terms of the Letter of Credit Application and by Issuer’s interpretations of any Letter of Credit issued on behalf of such Borrower and by Issuer’s written regulations and customary practices relating to letters of credit, though Issuer’s interpretations may be different from such Borrower’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following Borrowing Agent’s or any Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

2.17 Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

2.18 Nature of Participation and Reimbursement Obligations. The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.18 under all circumstances, including the following circumstances:

(i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any Borrower, as the case may be, may have against Issuer, Agent, any Borrower or Lender, as the case may be, or any other Person for any reason whatsoever;

(ii) the failure of any Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in this Agreement for the making of a Revolving Advance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of Lenders to make Participation Advances under Section 2.14;

(iii) any lack of validity or enforceability of any Letter of Credit;

(iv) any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Borrower, Agent, Issuer or any Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), Issuer, Agent or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiaries of such Borrower and the beneficiary for which any Letter of Credit was procured);

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if Issuer or any of Issuer’s Affiliates has been notified thereof;

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(vi) payment by Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of Credit (provided that the foregoing shall not excuse Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw);

(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii) any failure by Issuer or any of Issuer’s Affiliates to issue any Letter of Credit in the form requested by Borrowing Agent, unless Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (3) Business Days after Issuer shall have furnished Agent and Borrowing Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix) the occurrence of any Material Adverse Effect;

(x) any breach of this Agreement or any Other Document by any party thereto;

(xi) the occurrence or continuance of an insolvency proceeding with respect to any Borrower or any Guarantor;

(xii) the fact that a Default or an Event of Default shall have occurred and be continuing;

(xiii) the fact that the Term shall have expired or this Agreement or the obligations of Lenders to make Advances have been terminated; and

(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

2.19 Liability for Acts and Omissions.

(a) As between Borrowers and Issuer, Swing Loan Lender, Agent and Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuer shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any

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or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if Issuer or any of its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuer, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve Issuer from liability for Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall Issuer or Issuer’s Affiliates be liable to any Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

(b) Without limiting the generality of the foregoing, Issuer and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on Issuer or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

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(c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower, Agent or any Lender.

2.20 Mandatory Prepayments.

(a) (i) Disposition of Aircraft Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Aircraft Collateral including pursuant to Sections 7.1(b)(ii), (iii), (vii), (ix) and (x), Borrowers shall repay the Advances (to the extent that the aggregate amount of Net Proceeds of all Dispositions are in excess of $5,000,000; provided that (i) during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances pursuant to this parenthetical phrase shall nonetheless be subject to Section 4.8(h)), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Aircraft Proceeds Application; (ii) if the Borrowing Agent shall, prior to the date of the required prepayment, deliver to the Agent a certificate of a Financial Officer of the Borrowing Agent to the effect that the Borrowing Agent 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 assets (other than securities or cash) to be used by the Borrowing Agent or any Subsidiary in a Permitted Business, and (iii) if 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 on or before the end of such initial 180 day period the Borrowing Agent or one or more other Borrowers or Subsidiaries shall have entered into a definitive agreement (and provided Agent written notice thereof) 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. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Subject to the Agreement Among Lenders, such repayments shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, (y) second, to repay any remaining Obligations arising from the Term Loans until paid in full and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments described in clause (z) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Aircraft Proceeds Application”).

(ii) Disposition of Other Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Collateral (other than Aircraft Collateral and Inventory in the Ordinary Course of Business) including pursuant to Sections 7.1(b)(iii), (vii), (ix) and (x), Borrowers shall repay the Advances (to the extent that the aggregate amount of Net Proceeds of all Dispositions are in excess of $5,000,000; provided that during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances pursuant to this

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

parenthetical phrase shall nonetheless be subject to Section 4.8(h)), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Other Collateral Proceeds Application. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Subject to the Agreement Among Lenders, such repayments shall be applied (x) first, to the Revolving Advances until paid in full, (y) second, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, and (z) third, to repay any remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments described in clause (x) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Other Collateral Proceeds Application”).

(b) Borrowers shall prepay the outstanding amount of the Advances in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year commencing with the fiscal year ending December 31, 2021 payable upon delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than 120 days after the end of each such fiscal year, which amount shall be applied, subject to the Agreement Among Lenders, in the Order of Aircraft Proceeds Application. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.20(b), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements.

(b) [Reserved].

(c) In the event of any issuance or other incurrence of Indebtedness for borrowed money (other than Permitted Indebtedness so long as a Dominion Trigger Period has not occurred and is continuing at such time of issuance or incurrence) by Borrowers, Borrowers shall, no later than five (5) Business Days (or one (1) Business Day during a Dominion Trigger Period) after the receipt by Borrowers of the cash proceeds from any such issuance or incurrence of Indebtedness, repay the Advances in an amount equal to 100% of such Net Proceeds in the case of such incurrence or issuance of Indebtedness. Such repayments will be applied in the same manner as set forth in Section 2.20(b) hereof, subject to the Agreement Among Lenders, in the Order of Aircraft Proceeds Application.

(d) All proceeds received by Borrowers (other than Special Canadian Proceeds) or Agent (i) under any insurance policy on account of damage or destruction of any assets or property of any Borrowers, or (ii) as a result of any taking or condemnation of any assets or property, in each case, shall be applied in accordance with Section 6.6 hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

2.21 Use of Proceeds.

(a) Borrowers shall apply the proceeds of Advances to (i) repay existing indebtedness owed to Credit Suisse AG, (ii) pay fees and expenses relating to the transactions contemplated by this Agreement, (iii) partially fund Capital Expenditures, and (iv) provide for its working capital needs and reimburse drawings under Letters of Credit. Following the Closing Date, the timing and amount of requests for the Advances shall be based upon and consistent with the then-current or anticipated future cash needs of the Borrowers and their Subsidiaries (as determined in good faith by an Authorized Officer of Borrowing Agent).

(b) Without limiting the generality of Section 2.21(a) above, neither the Borrowers, the Guarantors nor any other Person which may in the future become party to this Agreement or the Other Documents as a Borrower or Guarantor, intends to use nor shall they use any portion of the proceeds of the Advances, directly or indirectly, for any purpose in violation of Applicable Law.

2.22 Defaulting Lender.

(a) Notwithstanding anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.22 so long as such Lender is a Defaulting Lender.

(b) (i) except as otherwise expressly provided for in this Section 2.22, Revolving Advances shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting Lenders based on their respective Revolving Commitment Percentages, and no Revolving Commitment Percentage of any Lender or any pro rata share of any Revolving Advances required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances shall be applied to reduce such type of Revolving Advances of each Lender (other than any Defaulting Lender) holding a Revolving Commitment in accordance with their Revolving Commitment Percentages; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received or retained by it for the account of such Defaulting Lender.

(ii) fees pursuant to Section 3.3 hereof shall cease to accrue in favor of such Defaulting Lender.

(iii) if any Swing Loans are outstanding or any Letters of Credit (or drawings under any Letter of Credit for which Issuer has not been reimbursed) are outstanding or exist at the time any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then:

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(A) Defaulting Lender’s Participation Commitment in the outstanding Swing Loans and of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment Percentages of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting Lender holding a Revolving Commitment plus such Lender’s reallocated Participation Commitment in the outstanding Swing Loans plus such Lender’s reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred and is continuing at such time;

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day following notice by Agent (x) first, prepay any outstanding Swing Loans that cannot be reallocated, and (y) second, cash collateralize for the benefit of Issuer, Borrowers’ obligations corresponding to such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so long as such Obligations are outstanding;

(C) if Borrowers cash collateralize any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit are cash collateralized;

(D) if Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated pursuant to clause (A) above, then the fees payable to Lenders holding Revolving Commitments pursuant to Section 3.2(a) shall be adjusted and reallocated to Non-Defaulting Lenders holding Revolving Commitments in accordance with such reallocation; and

(E) if all or any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized pursuant to clauses (A) or (B) above, then, without prejudice to any rights or remedies of Issuer or any other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit shall be payable to the Issuer (and not to such Defaulting Lender) until (and then only to the extent that) such Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and

(iv) so long as any Lender holding a Revolving Commitment is a Defaulting Lender, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless such Issuer is satisfied that the related exposure and Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit and all Swing Loans (after giving effect to any such issuance, amendment, increase or funding) will be fully allocated to Non-Defaulting Lenders

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holding Revolving Commitments and/or cash collateral for such Letters of Credit will be provided by Borrowers in accordance with clause (A) and (B) above, and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.22(b)(iii)(A) above (and such Defaulting Lender shall not participate therein).

(c) A Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents, and all amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Advances or a Revolving Commitment Percentage or Term Loan Commitment Percentage; provided, that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification described in clauses (i) or (ii) of Section 16.2(b).

(d) Other than as expressly set forth in this Section 2.22, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.22 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

(e) In the event that Agent, Borrowers, Swing Loan Lender and Issuer agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then Agent will so notify the parties hereto, and, if such cured Defaulting Lender is a Lender holding a Revolving Commitment, then Participation Commitments of Lenders holding Revolving Commitments (including such cured Defaulting Lender) of the Swing Loans and Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect the inclusion of such Lender’s Revolving Commitment, and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Revolving Commitment Percentage.

(f) If Swing Loan Lender or Issuer has a good faith belief that any Lender holding a Revolving Commitment has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless Swing Loan Lender or Issuer, as the case may be, shall have entered into arrangements with Borrowers or such Lender, satisfactory to Swing Loan Lender or Issuer, as the case may be, to defease any risk to it in respect of such Lender hereunder.

2.23 Payment of Obligations. Agent may charge to Borrowers’ Account as a Revolving Advance or, at the discretion of Swing Loan Lender, as a Swing Loan (i) all payments with respect to any of the Obligations required hereunder (including without limitation principal payments, payments of interest, payments of Letter of Credit Fees and all other fees provided for hereunder

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and payments under Sections 16.5 and 16.9) as and when each such payment shall become due and payable (whether as regularly scheduled, upon or after acceleration, upon maturity or otherwise), (ii) without limiting the generality of the foregoing clause (i), (a) all amounts expended by Agent or any Lender pursuant to Sections 4.2 or 4.3 hereof and (b) all expenses which Agent incurs in connection with the forwarding of Advance proceeds and the establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.8(h), and (iii) any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 3.3, 3.4, 4.4, 4.7, 6.4, 6.6, 6.7 and 6.8 hereof, and all amounts so charged shall be added to the Obligations and shall be secured by the Collateral. To the extent Revolving Advances are not actually funded by the other Lenders in respect of any such amounts so charged, all such amounts so charged shall be deemed to be Revolving Advances made by and owing to Agent and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender under this Agreement and the Other Documents with respect to such Revolving Advances.

III. INTEREST AND FEES.

3.1 Interest. Interest on Advances shall be payable in arrears on the first day of each month with respect to Domestic Rate Loans and, with respect to LIBOR Rate Loans, at the end of each Interest Period, provided further that all accrued and unpaid interest shall be due and payable at the end of the Term. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month at a rate per annum equal to (i) with respect to Revolving Advances, the applicable Revolving Interest Rate, (ii) with respect to Swing Loans, the Revolving Interest Rate for Domestic Rate Loans, and (iii) with respect to the Term Loan, the applicable Term Loan Rate (as applicable, the “Contract Rate”). Except as expressly provided otherwise in this Agreement, any Obligations other than the Advances that are not paid when due shall accrue interest at the Revolving Interest Rate for Domestic Rate Loans, subject to the provision of the final sentence of this Section 3.1 regarding the Default Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the applicable Contract Rate for Domestic Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. The LIBOR Rate shall be adjusted with respect to LIBOR Rate Loans without notice or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Obligations shall bear interest at the applicable Contract Rate plus two percent (2%) per annum (as applicable, the “Default Rate”).

3.2 Letter of Credit Fees.

(a) Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the daily face amount of each outstanding Letter of Credit multiplied by the Applicable Margin for Revolving

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

Advances consisting of LIBOR Rate Loans, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of 0.125% per annum times the daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term. (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum.

(b) On demand at any time following the occurrence of an Event of Default, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such Event of Default, without the requirement of any affirmative action by any party), or upon the expiration of the Term or any other termination of this Agreement (and also, if applicable, in connection with any mandatory prepayment under Section 2.20), Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s possession at any time. Agent may, in its discretion, invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree (or, in the absence of such agreement, as Agent may reasonably select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial Code or under any other Applicable Law to pay interest on such cash collateral being held by Agent. No Borrower may withdraw amounts credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full of all Obligations; (y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

Secured Party, a continuing security interest in and to and Lien on any such cash collateral and any right, title and interest of Borrowers in any deposit account, securities account or investment account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically including all Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit, Agent may use such cash collateral to pay and satisfy such Obligations.

3.3 Facility Fee. If, for any day in each calendar quarter during the Term, the daily unpaid balance of the sum of Revolving Advances plus Swing Loans plus the Maximum Undrawn Amount of all outstanding Letters of Credit (the “Usage Amount”) does not equal the Maximum Revolving Advance Amount, then Borrowers shall pay to Agent, for the ratable benefit of Lenders holding the Revolving Commitments based on their Revolving Commitment Percentages, a fee at a rate equal to (i) if the Usage Amount during the preceding calendar quarter was less than 50% of the Revolving Commitments of all of the Lenders, one-half of one percent (0.50%) per annum or (ii) if the Usage Amount during the preceding calendar quarter was equal to or greater than 50% of the Revolving Commitments of all of the Lenders, thirty-seven one hundredths and five one thousandths of one percent (0.375%) per annum, in each case, for each such day the amount by which the Maximum Revolving Advance Amount on such day exceeds such Usage Amount (the “Facility Fee”). Such Facility Fee shall be payable to Agent in arrears on the first Business Day of each calendar quarter with respect to each day in the previous calendar quarter.

3.4 Collateral Evaluation Fee and Fee Letter.

(a) Borrowers shall pay to Agent promptly at the conclusion of any collateral evaluation performed by or for the benefit of Agent (whether such examination is performed by Agent’s employees or by a third party retained by Agent), including, without limitation, any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which evaluation is undertaken by Agent or for Agent’s benefit, a collateral evaluation fee in an amount equal to $1,500 (or such other amount customarily charged by Agent to its customers per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked), plus a per examination field exam management fee in the amount of $2,500 for new facilities, and $1,500 for recurring examinations (or, in each case, such other amount customarily charged by Agent to its customers), plus all costs and disbursements incurred by Agent in the performance of such examination or analysis, and further provided that if third parties are retained to perform such collateral evaluations, either at the request of another Lender or for extenuating reasons determined by Agent in its sole discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of Borrower and shall not be subject to the foregoing limits.

(b) Borrowers shall pay the amounts required to be paid in the Fee Letter in the manner and at the times required by the Fee Letter.

(c) All of the fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.7 hereof shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

3.5 Computation of Interest and Fees. Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the applicable Contract Rate during such extension.

3.6 Maximum Charges. In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate.

3.7 Increased Costs. In the event that any Applicable Law or any Change in Law or compliance by any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or Lender and any corporation or bank controlling Agent, Swing Loan Lender, any Lender or Issuer and the office or branch where Agent, Swing Loan Lender, any Lender or Issuer (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

(a) subject Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.10 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender);

(b) impose, modify or deem applicable any reserve, special deposit, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of any , including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or

(c) impose on any Lender or the London interbank LIBOR market any other condition, loss or expense (other than Taxes) affecting this Agreement or any Other Document or any Advance made by any Lender, or any Letter of Credit or participation therein;

and the result of any of the foregoing is to increase the cost to any Lender of making, converting to, continuing, renewing or maintaining its Advances hereunder by an amount that such Lender deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that such Lender deems to be material, then, in any case Borrowers shall promptly pay Lender, upon its demand, such additional amount as will compensate such Lender for such additional cost or such reduction, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the LIBOR Rate, as the case may be. Such Lender shall certify the amount of such additional cost or reduced amount to Borrowing Agent, and such certification shall be conclusive absent manifest error.

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3.8 Alternate Rate of Interest.

3.8.1 Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that:

(a) reasonable means do not exist for ascertaining the LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or

(b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank LIBOR market, with respect to an outstanding LIBOR Rate Loan, a proposed LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a LIBOR Rate Loan; or

(c) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or

(d) the LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any LIBOR Rate Loan,

then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of LIBOR Rate Loan, (ii) any Domestic Rate Loan or LIBOR Rate Loan which was to have been converted to an affected type of LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Rate Loan, and (iii) any outstanding affected LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected LIBOR Rate Loan, shall be converted into an unaffected type of LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of LIBOR Rate Loan or maintain outstanding affected LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of LIBOR Rate Loan into an affected type of LIBOR Rate Loan.

3.8.2. Successor LIBOR Rate IndexBenchmark Replacement Setting.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(e) Announcements Related to LIBOR. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR (the “IBA”) and the U.K. Financial Conduct Authority, the regulatory supervisor for the IBA, announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12-month USD LIBOR tenor settings (collectively, the “Cessation Announcements”). The parties hereto acknowledge that, as a result of the Cessation Announcements, a Benchmark Transition Event occurred on March 5, 2021 with respect to USD LIBOR under clauses (1) and (2) of the definition of Benchmark Transition Event below; provided however, no related Benchmark Replacement Date occurred as of such date.

(f)(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in the Other Documents, if the Agent determines that (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document” for purposes of this Section 3.8.2), if a Benchmark Transition Event or, an Early Opt-in Event has occurred, the Agent and the Borrower may amend this Agreement to replace the LIBOR Rate with a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m.Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5^th) Business Day after the Agent hasdate notice of such Benchmark Replacement is provided such proposedto the Lenders without any amendment to all Lenders,, or further action or consent of any other party to, this Agreement or any Other Document so long as the Agent has not received, by such time, written notice of objection to such amendmentBenchmark Replacement from Lenders comprising the Required Lenders. Until the Benchmark Replacement is effective, each advance, conversion and renewal of a LIBOR Rate Loan will continue to bear interest with reference to the LIBOR Rate; provided, however, during a Benchmark Unavailability Period (i) any pending selection of, conversion to or renewal of a LIBOR Rate Loan that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of a Domestic Rate Loan, (ii) all outstanding LIBOR Rate Loans shall automatically be converted to Domestic Rate Loans at the expiration of the existing Interest Period (or sooner, if Agent cannot continue to lawfully maintain such affected LIBOR Rate Loan) and (iii) the component of the Alternate Base Rate based upon the LIBOR Rate will not be used in any determination of the Alternate Base Rate.

(g)(b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in the Other Documents, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Other Document.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(h)(c) Notices; Standards for Decisions and DeterminationDeterminations . The Agent will promptly notify the BorrowerBorrowing Agent and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (iiiv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.8.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party heretoto this Agreement or any Other Document, except, in each case, as expressly required pursuant to this Section 3.8.2.

(i) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any of the Other Documents, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor of such Benchmark is or will be no longer representative, then the Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(j) Benchmark Unavailability Period. Upon the Borrowing Agent’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any request for a Loan bearing interest based on USD LIBOR, conversion to or continuation of Loans bearing interest based on USD LIBOR to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a Domestic Rate Loan. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(k) Term SOFR Transition Event. Notwithstanding anything to the contrary herein or in any Other Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (i) the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Other Document in respect of such Benchmark setting (the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document; and (ii) Loans outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted to Loans bearing interest at the Benchmark Replacement with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, this paragraph (f) shall not be effective unless the Agent has delivered to the Lenders and the Borrowing Agent a Term SOFR Notice. For the avoidance of doubt, the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

(l)(d) Certain Defined Terms. As used in this Section 3.8.2:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable (x) if the then current Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to paragraph (d) of this Section 3.8.2, or (y) if the then current Benchmark is not a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark pursuant to this Agreement as of such date.

“Benchmark” means, initially, USD LIBOR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to USD LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to paragraph (b) of this Section 3.8.2.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(3) “Benchmark Replacement” means the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the BorrowerBorrowing Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate of interest as a replacement to the LIBOR Rate for U.S. dollar-denominatedfor the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than one percent (1.00%), the Benchmark Replacement will be deemed to be one percent (1.00%) for the purposes of this Agreement.

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion; provided, further, that, in the case of an Other Benchmark Rate Election, the “Benchmark Replacement” shall mean the alternative set forth in clause (3) above and when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark Rate Election, the alternate benchmark rate selected by the Agent and the Borrowing Agent shall be the term benchmark rate that is used in lieu of a USD-LIBOR-based rate in relevant other Dollar-denominated syndicated credit facilities; provided, further, that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement” shall revert to and shall be determined as set forth in clause (1) of this definition. If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the Other Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the applicable amount(s) set forth below:

Available Tenor	Benchmark Replacement Adjustment
One-Week	0.03839% (3.839 basis  points)
One-Month	0.11448% (11.448 basis  points)
Two-Months	0.18456% (18.456 basis points)
Three-Months	0.26161% (26.161 basis points)
Six-Months	0.42826% (42.826 basis points)

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(2) for purposes of clause (3) of the definition of “Benchmark Replacement Adjustment” means, with respect to any replacement of the LIBOR Rate with an alternate benchmark rate for each applicable Interest Period,,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower (a)Borrowing Agent for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Ratesuch Benchmark with the applicable Unadjusted Benchmark Replacement (excluding such spread adjustment) by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for suchthe replacement of the LIBOR Rate for U.S. dollar denominatedsuch Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time and (b) which may also reflect adjustments to account for (i) the effects of the transition from the LIBOR Rate to the Benchmark Replacement and (ii) yield- or risk-based differences between the LIBOR Rate and the Benchmark Replacement.;

provided that, if the then-current Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of “Benchmark Replacement Adjustment” shall be deemed to be the Available Tenor that has approximately the same length (disregarding business day adjustments) as the payment period for interest calculated with reference to such Unadjusted Benchmark Replacement.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other, timing of borrowing requests or prepayment, conversion or continuation notices, length of lockbox periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the Other Documents).

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the LIBOR Ratethen-current Benchmark:

(1) (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBOR RateBenchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide the LIBOR Rateall Available Tenor of such Benchmark (or such component thereof); or

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(2) (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein. ;

(3) in the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR Notice provided to the Lenders and the Borrowing Agent pursuant to this Section 3.8.2, which date shall be at least 30 days from the date of the Term SOFR Notice; or

(4) in the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6^th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, so long as the Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5^th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection to such Early Opt-in Election or Other Benchmark Rate Election, as applicable, from Lenders comprising the Required Lenders.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the LIBOR Ratethen-current Benchmark:

(1) (1) a public statement or publication of information by or on behalf of the administrator of the LIBOR Ratesuch Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide the LIBOR Rateall Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rateany Available Tenor of such Benchmark (or such component thereof);

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(2) (2) a public statement or publication of information by a Governmental Body having jurisdiction over the Agent, the regulatory supervisor for the administrator of the LIBOR Rate, the U.S.such Benchmark (or the published component used in the calculation thereof), the Federal Reserve SystemBoard, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for the LIBOR Rate, a resolution authority with jurisdiction over the administrator for the LIBOR Ratesuch Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Ratesuch Benchmark (or such component), which states that the administrator of the LIBOR Ratesuch Benchmark (or such component) has ceased or will cease to provide the LIBOR Rateall Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rateany Available Tenor of such Benchmark (or such component thereof); or

(3) (3) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Ratesuch Benchmark (or the published component used in the calculation thereof) or a Governmental Body having jurisdiction over the Agent announcing that the LIBOR Rate isall Available Tenors of such Benchmark (or such component thereof) are no longer representative.

For avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBOR Rate and solely to the extent that the LIBOR Rate has not been replaced with a Benchmark Replacement, the period (if any) (x) beginning at the time that sucha Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the LIBOR Ratethen-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section 3.8.2 and (y) ending at the time that a Benchmark Replacement has replaced the LIBOR Ratethen-current Benchmark for all purposes hereunder pursuant toand under any Other Document in accordance with this Section 3.8.2.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Early Opt-in Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:

(1) a notification by the Agent to (or the request by the Borrowing Agent to the Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR, or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2) the joint election by the Agent and the Borrowing Agent to trigger a fallback from USD LIBOR and the provision by the Agent of written notice of such election to the Lenders.

“Floor” one percent (1.00%) per annum.

“Early Opt-in Event” means a determination by the Agent that U.S. dollar denominated credit facilities being executed at such time, or that include language similar to that contained in this Section 3.8.2, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Other Benchmark Rate Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of: (x) either (i) a request by the Borrowing Agent to the Agent, or (ii) notice by the Agent to the Borrowing Agent, that, at the determination of the Borrowing Agent or the Agent, as applicable, Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of a USD LIBOR based rate, a term benchmark rate as a benchmark rate, and (y) the Agent, in its sole discretion, and the Borrowing Agent jointly elect to trigger a fallback from USD LIBOR and the provision, as applicable, by the Agent of written notice of such election to the Borrowing Agent and the Lenders.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not USD LIBOR, the time determined by the Agent in its reasonable discretion.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“ SOFR ” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR Notice” means a notification by the Agent to the Lenders and the Borrowing Agent of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event” means the determination by the Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, and is determinable for each Available Tenor, (b) the administration of Term SOFR is administratively feasible for the Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, (and, for the avoidance of doubt, not in the case of an Other Benchmark Election) has previously occurred resulting in a Benchmark Replacement in accordance with Section 3.8.2 that is not Term SOFR.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“USD LIBOR” means the London interbank offered rate for Dollars.

3.9 Capital Adequacy.

(a) In the event that Agent, Swing Loan Lender or any Lender shall have determined that any Applicable Law or guideline regarding capital adequacy, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the

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force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition.

(b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

3.10 Taxes.

(a) Any and all payments by or on account of any Obligations hereunder or under any Other Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided that if Borrowers shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Agent, Swing Loan Lender, Lender, Issuer or Participant, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrowers shall make such deductions, and (iii) Borrowers shall timely pay the full amount deducted to the relevant Governmental Body in accordance with Applicable Law.

(b) Without limiting the provisions of Section 3.10(a) above, Borrowers shall timely pay any Other Taxes to the relevant Governmental Body in accordance with Applicable Law.

(c) Each Borrower shall indemnify Agent, Swing Loan Lender, each Lender, Issuer and any Participant, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent, Swing Loan Lender, such Lender, Issuer, or such Participant, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment or liability delivered to Borrowers by any Lender, Swing Loan Lender, Participant, or Issuer (with a copy to Agent), or by Agent on its own behalf or on behalf of Swing Loan Lender, a Lender or Issuer, shall be conclusive absent manifest error.

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(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Body, Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or under any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any Other Document shall deliver to Borrowers (with a copy to Agent), at the time or times prescribed by Applicable Law or reasonably requested by Borrowers or Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, Agent shall be entitled to withhold United States federal income taxes at the full thirty percent (30%) withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income Tax Regulations or other Applicable Law. Further, Agent is indemnified under § 1.1461-1(e) of the United States Income Tax Regulations against any claims and demands of any Lender, Issuer or assignee or participant of a Lender or Issuer for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Code. In addition, any Lender, if requested by Borrowers or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowers or Agent as will enable Borrowers or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States of America, any Foreign Lender (or other Lender) shall deliver to Borrowers and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender (or other Lender) becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrowers or Agent, but only if such Foreign Lender (or other Lender) is legally entitled to do so), whichever of the following is applicable:

(i) two (2) duly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii) two (2) duly completed and executed originals of IRS Form W-8ECI,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two (2) duly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E,

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(iv) to the extent a Foreign Lender is not the beneficial owner, two (2) duly completed and executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lenders are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct or indirect partner,

(v) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers to determine the withholding or deduction required to be made, or

(vi) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to Agent two (2) duly completed and executed originals of an IRS Form W-9 or any other form prescribed by Applicable Law demonstrating that such Lender is exempt from U.S. federal backup withholding tax.

Each Lender, Swing Loan Lender, Participant, Issuer, or Agent agrees that if any form it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers or Agent (in the case of Swing Loan Lender, Lender, Participant or Issuer) in writing of its inability to do so.

(f) If a payment made to a Lender, Swing Loan Lender, Participant, Issuer, or Agent under this Agreement or any Other Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Person fails 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, Swing Loan Lender, Participant, Issuer, or Agent shall deliver to the Agent (in the case of Swing Loan Lender, a Lender, Participant or Issuer) and Borrowers (A) a certification signed by a Financial Officer of such Person, (B) such documentation prescribed by law at such time or times reasonably requested by Borrowers or Agent (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and (C) other documentation reasonably requested by Agent or any Borrower sufficient for Agent and Borrowers to comply with their obligations under FATCA and to determine that Swing Loan Lender, such Lender, Participant, Issuer, or Agent has complied with such applicable reporting requirements or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) If Agent, Swing Loan Lender, Lender, Participant or Issuer determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section, it shall pay to Borrowers an amount equal to such refund (but only to the extent of indemnity payments made by Borrowers under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund); net of all out-of-pocket expenses of the Agent, Swing Loan Lender, such Lender, Participant, or Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Body with respect to such refund), provided that Borrowers, upon the request of Agent, Swing Loan Lender,

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such Lender, Participant, or Issuer, agrees to repay the amount paid over to Borrowers pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to Agent, Swing Loan Lender, such Lender, Participant or Issuer in the event Agent, Swing Loan Lender, such Lender, Participant or Issuer is required to repay such refund to such Governmental Body. This Section shall not be construed to require Agent, Swing Loan Lender, any Lender, Participant, or Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrowers or any other Person.

3.11 Replacement of Lenders. If any Lender (an “Affected Lender”) (a) makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7 or 3.10 hereof, (b) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in Section 2.2(h) hereof, (c) is a Defaulting Lender, or (d) denies any consent requested by the Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section 2.2(h) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Agent pursuant to Section 16.2(b) hereof, as the case may be, by notice in writing to the Agent and such Affected Lender (i) request the Affected Lender to cooperate with Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (the “Replacement Lender”); (ii) request the non-Affected Lenders to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as provided herein, but none of such Lenders shall be under any obligation to do so; or (iii) propose a Replacement Lender subject to approval by Agent in its good faith business judgment. If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, then such Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, and other rights and obligations under this Loan Agreement and the Other Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender.

IV. COLLATERAL: GENERAL TERMS

4.1 Security Interest in the Collateral. To secure the prompt payment and performance to Agent, Issuer and each Lender (and each other holder of any Obligations) of the Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located. Each Borrower shall mark its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Borrower shall provide Agent with written notice of all commercial tort claims promptly upon the occurrence of any events giving rise to any such claim(s) (regardless of whether legal proceedings have yet been commenced), such notice to contain a brief description of the claim(s), the events out of which such claim(s) arose and the parties against which such claims may be asserted and, if applicable in any case where legal

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proceedings regarding such claim(s) have been commenced, the case title together with the applicable court and docket number. Upon delivery of each such notice, such Borrower shall be deemed to thereby grant to Agent a security interest and lien in and to such commercial tort claims described therein and all proceeds thereof. Each Borrower shall provide Agent with written notice promptly upon becoming the beneficiary under any letter of credit that has a face amount of more than $1,000,000 or otherwise obtaining any right, title or interest in any letter of credit rights, and shall promptly, but in any event within fifteen (15) Business Days, notify the Agent thereof in writing and, at the reasonable request of the Agent, shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, use commercially reasonable efforts to either (a) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Agent of the proceeds of the letter of credit, or (b) arrange for the Agent to become the transferee beneficiary of the letter of credit.

4.2 Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code, Cape Town Convention or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

4.3 Preservation of Collateral. Following the occurrence of a Default or Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Borrower’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Borrower’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed

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over and through any of Borrowers’ owned or leased property. Each Borrower shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.

4.4 Ownership and Location of Collateral.

(a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s equipment and Inventory shall be located as set forth on Schedule 4.4 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and equipment to the extent permitted in Section 7.1(b) hereof, or solely with respect to the Aircraft Collateral, to the extent permitted in Section 7.18 hereof.

(b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) or other Collateral (except for Aircraft Collateral) other than those locations listed on Schedule 4.4; (ii) Schedule 4.4 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; (iv) Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with the names and addresses of any landlords; and (v) the Aircraft Collateral Certificate (including the certification delivered on the Closing Date) sets forth, among other things, a complete list of the Aircraft Collateral Owners and country of present location with respect to the Aircraft Collateral.

4.5 Defense of Agent’s and Lenders’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period neither Borrower nor any of its Subsidiaries shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower shall defend Agent’s interests in the Collateral against any and all Persons whatsoever. At any time following demand by Agent for payment of all Obligations, Agent shall have the right to take possession of the indicia of the

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Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, with respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code or other Applicable Law. Each Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Borrower’s possession, they, and each of them, shall be held by such Borrower in trust as Agent’s trustee, and such Borrower will immediately deliver them to Agent in their original form together with any necessary endorsement.

4.6 Inspection of Premises. At all reasonable times and from time to time as often as Agent shall elect in its Permitted Discretion (provided that unless an Event of Default has occurred and is continuing, Agent shall have provided at least seven (7) days’ notice of any such inspection), (i) Agent and each Lender shall have full access to and the right to audit, check, inspect and make abstracts and copies from each Borrower’s books, records, audits, correspondence and all other papers relating to the Collateral and the operation of each Borrower’s business and (ii) Agent, any Lender and their agents may enter upon any premises of any Borrower (unless an Event of Default has occurred and is continuing, at any time during business hours and at any other reasonable time, from time to time as often as Agent shall elect in its sole discretion), for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Borrower’s business.

4.7 Appraisals. Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time but not more frequently than once in any calendar year so long as no Event of Default has occurred and is continuing, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ assets. Absent the occurrence and continuance of an Event of Default at such time, Agent shall, with the Borrowing Agent’s written consent (such written consent not to be unreasonably withheld), identify such firm; it being understood that, in any event, any appraisal with respect to Aircraft Collateral shall be (a) from an internationally recognized firm of independent aircraft appraisers satisfactory to Agent in its Permitted Discretion, (b) the scope and methodology (including, to the extent relevant, any sampling procedure employed by such appraisal company) agreed to by Agent in its Permitted Discretion; provided that unless an Event of Default has occurred and is continuing, such appraisal shall be a “desktop” appraisal, and (c) prepared on the basis of customary market practices and procedures and any relevant guidelines and the code of ethics established by the International Society of Transport Aircraft Traders.

4.8 Receivables; Deposit Accounts and Securities Accounts.

(a) Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of a Borrower, or work, labor or services theretofore rendered by a Borrower as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Borrower’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrowers to Agent.

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(b) Each Customer, to the best of each Borrower’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due. With respect to such Customers of any Borrower who are not solvent, such Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

(c) Each Borrower’s chief executive office is located as set forth on Schedule 4.4. Until written notice is given to Agent by Borrowing Agent of any other office at which any Borrower keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

(d) Subject to Section 4.8(i), Borrowers shall instruct their Customers to deliver all remittances upon Receivables (whether paid by check or by wire transfer of funds) to such Blocked Account(s) and/or Depository Accounts (and any associated lockboxes) as Agent shall designate from time to time as contemplated by Section 4.8(h) or as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing, subject to Section 4.8(i), to the extent any Borrower directly receives any remittances upon Receivables, such Borrower shall, at such Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent all amounts received on Receivables, and shall not commingle such collections with any Borrower’s funds or use the same except to pay Obligations, and shall as soon as possible and in any event no later than one (1) Business Day after the receipt thereof (i) in the case of remittances paid by check, deposit all such remittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into such Blocked Accounts(s) and/or Depository Account(s). Subject to Section 4.8(i), each Borrower shall deposit in the Blocked Account and/or Depository Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness.

(e) Except with respect to the Government Lockbox Accounts and the Government Lockbox, at any time following the occurrence of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in and Lien on, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Except with respect to the Government Lockbox Accounts and the Government Lockbox, at any time after the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery and postage, telephone, facsimile, telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers’ Account and added to the Obligations.

(f) Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment,

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protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Borrower at any post office box/lockbox maintained by Agent for Borrowers or at any other business premises of Agent; and (ii) at any time following the occurrence of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to sue upon or otherwise collect, extend the time of payment of, settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; (H) to accept the return of goods represented by any of the Receivables; (I) to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate; and (J) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid.

(g) Neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom.

(h) Subject to Section 4.8(i), all proceeds of Collateral shall be deposited by Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Except with respect to the Excluded Accounts, Government Lockbox Accounts and the Government Lockbox, each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account. At any time during a Dominion Trigger Period, Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing, the disposition of funds in the Blocked Accounts and Depository Accounts (any such instructions, an “Activation Notice”) to Agent on a daily basis, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to

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appropriate account(s) at Agent. Prior to the Dominion Trigger Period, the Borrowers shall retain the right to direct the disposition of funds in the Blocked Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time that no Dominion Trigger Period shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Dominion Trigger Period shall exist at any time thereafter). All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security interest of Agent for its own benefit and the ratable benefit of Issuer, Lenders and all other holders of the Obligations, and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. Borrowing Agent shall notify each Customer of any Borrower (other than a Government Account Debtor) to send all future payments owed to a Borrower by such Customer, including, but not limited to, payments on any Receivable, to a Blocked Account or Depository Account, (i) with respect to any Person that is a Customer of any Borrower on the Closing Date, within thirty (30) days of the Closing Date and (ii) with respect to any Person that is not a Customer on the Closing Date, promptly upon such Person becoming a Customer of a Borrower. If any Borrower shall receive any collections or other proceeds of the Collateral, such Borrower shall hold such collections or proceeds in trust for the benefit of Agent and, during a Dominion Trigger Period, deposit such collections or proceeds into a Blocked Account or Depository Account within one (1) Business Day following such Borrower’s receipt thereof. All Deposit Accounts, investment accounts and other bank accounts of any Borrower or Guarantor, including, without limitation, all Blocked Accounts and Depository Accounts are described and set forth on Schedule 4.8(h) hereto.

(i) Each Borrower shall maintain one or more Government Lockbox Accounts with a Lockbox Bank. Each Borrower shall execute with Agent and the Lockbox Bank a Government Depositary Agreement with respect to each Government Lockbox Account and Government Lockbox. Each Government Depositary Agreement shall provide, among other things, that (A) the Lockbox Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Government Lockbox Account and/or Government Lockbox other than for payment of its service fees and other charges directly related to the administration of such Government Lockbox Account and/or such Government Lockbox and for returned checks or other items of payment, and (B) pursuant to the sweep instructions of the applicable Borrower, the Lockbox Bank will forward, by daily sweep, all amounts in the Government Lockbox Account and in the Government Lockbox to a Blocked Account and/or Depository Accounts. Each Borrower hereby agrees that it will not change any sweep instruction set forth in any Government Depositary Agreement without the prior written consent of the Agent.

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(j) No Borrower will, without Agent’s consent, compromise or adjust any material amount of the Receivables (or extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Borrower.

(k) All deposit accounts (including all Blocked Accounts, Depository Accounts, Government Lockbox Accounts and Government Lockboxes), securities accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.8(h). No Borrower shall open any new deposit account, securities account or investment account (other than an Excluded Account) unless (i) Borrowers shall have given at least ten (10) days prior written notice to Agent and Agent has consented in writing, and (ii) (x) if such account (other than Government Lockbox Accounts and the Government Lockbox) is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Borrower and Agent shall first have entered into an account control agreement in form and substance satisfactory to Agent sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account within thirty (30) days of opening such account and (y) if such account is a Government Lockbox Account or Government Lockbox is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Borrower and Agent shall first have entered into a Government Depositary Agreement in accordance with Section 4.8(i) over such account within thirty (30) days of opening such account.

4.9 Inventory. To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

4.10 Maintenance of Equipment. The Aircraft Collateral shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the equipment shall be maintained and preserved, other than Aircraft or Engines in long-term storage. Borrowers will, and will cause their Subsidiaries to, cause the Aircraft, including each Engine, and each Part, to be operated in accordance with manufacturer’s, supplier’s or service provider’s mandatory instructions or manuals pertaining to same. Neither Borrower nor any of its Subsidiaries shall use or operate the equipment in violation of any law, statute, ordinance, code, rule or regulation. Borrowers agree, and shall cause their Subsidiaries to agree, that Borrowers or their Subsidiaries, as applicable, will not operate, use or maintain the Aircraft, including each Engine, and each Part, in violation of any airworthiness certificate, license or registration relating to the Aircraft. In the event that any law, rule or regulation or order applicable to the Aircraft requires alteration, repair or modification of the Aircraft, Borrowers shall, at Borrowers’ expense, conform thereto, or obtain conformance therewith, maintain the same in proper operating condition under such laws, rules, regulations and orders, and any such modifications shall immediately, without further act, become the property of Borrowers.

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4.11 Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

4.12 Financing Statements. Except with respect to the financing statements filed by Agent, financing statements described on Schedule 1.2(a), and financing statements filed in connection with Permitted Encumbrances, no financing statement covering any of the Collateral or any proceeds thereof is or will be on file in any public office.

4.13 State of Registration, Ownership and Perfection Requirements of Aircraft Collateral.

(a) State of Registration. Borrower shall at all times cause and maintain each Aircraft to be duly registered with (i) the FAA or (ii) the Aviation Authority in a State of Registration that is a Contracting State other than the United States (each such State of Registration, together with Papua New Guinea, the Philippines, and Trinidad and Tobago, a “Permitted Foreign Jurisdiction”); provided that (i) on the Closing Date all Aircraft will be duly registered with the FAA, (ii) all Aircraft Collateral that is used and/or operated in connection with Healthcare Services shall at all times be registered with the FAA, and (iii) Domestic Aircraft Collateral NOLV shall not be less than $150,000,000; provided further that, unless agreed to by Agent in its Permitted Discretion, Borrower shall not cause or permit any Aircraft to be deregistered with the FAA (i) at any time that Domestic Aircraft Collateral NOLV is less than $150,000,000, or (ii) if at any time Domestic Aircraft Collateral NOLV shall be less than $150,000,000 upon deregistration of any such Aircraft with the FAA.

(b) Ownership. Each Aircraft Collateral Owner shall at all times be (i) a Borrower or Guarantor hereunder and (ii) organized under the laws of any State of the United States of America or the District of Columbia or such other jurisdiction agreed to by Agent in its Permitted Discretion on a case-by-case basis in respect of each such Aircraft Collateral Owner.

(c) Perfection Requirements. Subject to Section 4.13(c)(iii) below, Borrower shall, at its sole cost and expense, take or cause to be taken all steps necessary from time to time to perfect and maintain Agent’s first priority perfected security interest (subject only to Permitted Encumbrances) in the Aircraft Collateral (the “Perfection Requirements”), as set forth below:

(i) with respect to all Aircraft Collateral, each Borrower shall register or cause to be registered or consent to the registration with the International Registry of, and shall take such further actions as may be necessary or desirable, or that the Agent may reasonably request, to effect the registration with the International Registry (including any documents, instruments or filings in the State of Registration to give effect to such registrations) of: (i) the International Interest, if any, created by this Agreement with respect to such Aircraft or Engine; (ii) the International Interest provided for in any Cape Town Lease to which such Borrower is a lessor or lessee; (iii) the assignment to the Agent of each International Interest described in clause (ii); and (iv) with respect to any after-acquired Aircraft Collateral in accordance with Section 6.19,

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the contract of sale with respect to any Aircraft by which title to such Aircraft is conveyed by or to such Borrower (collectively, the “Required Cape Town Registrations”); provided that (1) on or prior to the date that an Aircraft or Engine is owned by any Borrower, the relevant Borrower shall cause its International Registry administrator (acting directly or through a Transacting User Entity (as defined in the Cape Town Convention) or a Professional User Entity (as defined in the Cape Town Convention) to whom it has given an authorization) to commence effecting the applicable registrations with the International Registry described in clauses (i) through (iv) above (or if such registrations require receipt after such date from the applicable relevant governmental entity of any codes, such later date that is as promptly as reasonably practicable after receipt of such codes, provided that such codes are procured diligently and within the customary time period for the applicable jurisdiction in accordance with the advice of counsel to the Borrower in the applicable jurisdiction and such Borrower shall inform the Agent if such counsel advises the Borrower that such counsel anticipates the time period for the issuance of such codes will be significantly longer than customary time periods for issuance of similar codes in such jurisdiction) and (2) in connection with any registrations with the International Registry described in clause (ii) and (iii) above, the Agent shall be registered as the holder of the right to discharge such registrations. To the extent that (A) the Agent’s consent is required for any such registration, or (B) the Agent is required to initiate any such registration, the Agent shall cause such consent or such initiation of such registration to be effected at the request of the Borrower, and no Borrower shall be in breach of this section should the Agent fail to do provided that such failure is not a result of any act or omission by Borrower; provided further that the Required Cape Town Registrations shall not be required if the burden or cost outweighs the benefit afforded thereby as determined by Agent in its Permitted Discretion.

(ii) with respect to all Aircraft Collateral, inclusion of the Aircraft and Engines in a New York law Aircraft Mortgage, completion of the applicable requirements set forth in such Aircraft Mortgage and, to the extent possible in the applicable jurisdiction and/or under Applicable Law, filing and maintaining such Aircraft Mortgage with the FAA (including any supplements or modifications from time to time in relation thereto), execution of an Irrevocable Deregistration and Export Authorization Request (“IDERA”) in favor of the Agent in form and substance reasonably acceptable to the Agent, and filing of such IDERA with the applicable Aviation Authority, as confirmed by an opinion of legal counsel in the applicable jurisdiction addressed to and in a form reasonably acceptable to Agent; provided, that no IDERA shall be required to be obtained or filed (a) in any Permitted Foreign Jurisdiction that is not a Contracting State or (b) if determined by the Agent in its Permitted Discretion that the burden or cost outweighs the benefit afforded thereby;

(iii) and in addition to the foregoing, solely with respect to any Aircraft Collateral to be registered in a Permitted Foreign Jurisdiction, prior to or contemporaneously with such registration the Investment Payment Conditions shall have been satisfied.

4.14 Investment Property.

(a) If a Loan Party shall become entitled to receive or shall receive any certificate, option or rights in respect of the Pledged Equity hereunder, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Equity, or otherwise in respect thereof, such Loan Party shall accept the same as the agent of Agent, hold the same in trust

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for Agent deliver the same forthwith to Agent in the exact form received, duly indorsed by such Loan Party to Agent, if required, together with an undated instrument of transfer covering such certificate duly executed in blank by such Loan Party, to be held by Agent, subject to the terms hereof, as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right to request that (i) any sums paid upon or in respect of such Equity Interests upon the liquidation or dissolution of any issuer thereof shall be paid over to Agent to be held by it hereunder as additional Collateral for the Obligations, and (ii) in case any distribution of capital shall be made on or in respect of such Equity Interests or any property shall be distributed upon or with respect to such Equity Interests pursuant to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall, and unless otherwise subject to a perfected Lien in favor of Agent, be delivered to Agent to be held by it hereunder as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of such Equity Interests shall be received by such Loan Party, such Loan Party shall if so requested by Agent, until such money or property is paid or delivered to Agent, hold such money or property in trust for Agent, segregated from other funds of such Loan Party, as additional Collateral for the Obligations.

(b) Without the prior written consent of Agent, such Loan Party will not create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Equity Interests or proceeds thereof, or any interest therein, except for Permitted Encumbrances.

(c) If an Event of Default shall occur and be continuing and Agent shall give notice of its intent to exercise such rights to the relevant Loan Parties Agent shall have the right to receive any and all cash dividends and distributions, payments or other proceeds paid in respect of the Equity Interests and make application thereof in accordance with Section 11.5.

(d) UPON THE OCCURRENCE OF AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH LOAN PARTY HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS ITS PROXY AND ATTORNEY-IN-FACT WITH RESPECT TO THE PLEDGED EQUITY, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED EQUITY, WITH FULL POWER OF SUBSTITUTION TO DO SO. If no Event of Default has occurred and is continuing hereunder, Loan Party shall retain the right, where applicable, to vote and give consents with respect to the Pledged Equity for all purposes not inconsistent with the provisions of this Agreement and the Other Documents, and Agent shall, if necessary, execute due and timely proxies in favor of Loan Party for this purpose.

V. REPRESENTATIONS AND WARRANTIES.

Each Borrower represents and warrants as follows:

5.1 Authority. Each Borrower has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Borrower, and this Agreement and the Other

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Documents to which it is a party constitute the legal, valid and binding obligation of such Borrower enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents to which it is a party (a) are within such Borrower’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law or the terms of such Borrower’s Organizational Documents or to the conduct of such Borrower’s business or undertaking to which such Borrower is a party or by which such Borrower is bound, (b) will not conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Borrower under the provisions of any agreement, instrument, or other document to which such Borrower is a party or by which it or its property is a party or by which it may be bound.

5.2 Formation and Qualification; Investment Property.

(a) Each Borrower is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any amendment or changes thereto.

(b) The only Subsidiaries of each Borrower are listed on Schedule 5.2(b).

(c) All of the Pledged Equity has been duly and validly issued and is fully paid and non-assessable.

5.3 Survival of Representations and Warranties. All representations and warranties of such Borrower contained in this Agreement and the Other Documents to which it is a party shall be true at the time of such Borrower’s execution of this Agreement and the Other Documents to which it is a party, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.

5.4 Tax Returns. Each Borrower’s federal tax identification number is set forth on Schedule 5.4. Each Borrower has filed all federal, state and local tax returns and other reports that each is required by law to file and has paid all taxes, assessments, fees and other governmental charges that are due and payable except (a) Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. The provision for taxes on the books of each Borrower is adequate for all years not closed by applicable statutes, and for its current fiscal year, and no Borrower has any knowledge of any material deficiency or additional assessment in connection therewith not provided for on its books.

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5.5 Financial Statements.

(a) The pro forma funds flow of Borrowers on a Consolidated Basis (the “Pro Forma Funds Flow”) furnished to Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement (collectively, the “Transactions”) and is accurate, complete and correct and fairly reflects the financial condition of Borrowers on a Consolidated Basis as of the Closing Date after giving effect to the Transactions. The Pro Forma Funds Flow has been certified as accurate, complete and correct in all material respects by a Responsible Officer of Borrowing Agent.

(b) The twelve-month income statement projections for the period from July 2020 through June 2021, the six-month cash flow and balance sheet projections for the period from January 2021 through June 2021 and the annual income statement, balance sheet and cash flow projections for the fiscal years 2020, 2021, 2022 and 2023, in each case, of Borrowers on a Consolidated Basis, copies of which are annexed hereto as Exhibit 5.5(b) (the “Projections”) were prepared by a Financial Officer of PHI Group, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Borrowers’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Funds Flow are referred to as the “Pro Forma Financial Statements”.

(c) The consolidated balance sheets of Borrowers, and such other Persons described therein, as of December 31, 2019, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application to which such accountants concur and present fairly the financial position of Borrowers at such date and the results of their operations for such period. Since December 31, 2019 there has been no change in the condition, financial or otherwise, of Borrowers as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, equipment and Real Property owned by Borrowers, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse.

5.6 Entity Names. No Borrower has been known by any other company or corporate name, as applicable, in the past five (5) years and does not sell Inventory under any other name except as set forth on Schedule 5.6, nor has any Borrower been the surviving corporation or company, as applicable, of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years.

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5.7 Environmental Compliance; Flood Insurance.

(a) Except as set forth on Schedule 5.7 hereto or as could not reasonably be expected to have a Material Adverse Effect, each Borrower is in compliance with Environmental Laws and there are no outstanding citations, notices of violation or orders of non-compliance issued to any Borrower or relating to its business or Equipment under any Environmental Law.

(b) Except as set forth on Schedule 5.7 hereto or as could not reasonably be expected to have a Material Adverse Effect, each Borrower has been issued all federal, state and local licenses, certificates or permits (collectively, “Approvals”) required for the operation of the commercial business of any Borrower pursuant to any applicable Environmental Law, and all such Approvals are in full force and effect.

(c) Except as set forth on Schedule 5.7 or as could not reasonably be expected to have a Material Adverse Effect: (i) to Borrower’s knowledge, there have been no releases, spills, discharges, leaks or disposal (collectively referred to as “Releases”) of Hazardous Materials at, upon, under or migrating from or onto any Real Property owned, leased or occupied by any Borrower, except for Releases in compliance with Environmental Laws; (ii) to Borrower’s knowledge, there are no underground storage tanks or polychlorinated biphenyls on any Real Property, except for such underground storage tanks or polychlorinated biphenyls that are present in compliance with Environmental Laws; and (iii) the Real Property has never been used by any Borrower to treat, store or dispose of Hazardous Materials, except as authorized by Environmental Laws.

(d) To the extent Borrowers have granted a Mortgage to Agent, for the benefit of itself and the Lenders, all Material Real Property owned by Borrowers is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage in amounts sufficient to insure the assets and risks of each such Borrower if and to the extent required under any applicable Flood Law and in general accordance with prudent business practice in the industry of such Borrower. To the extent Borrowers have granted a Mortgage to Agent, for the benefit of itself and the Lenders, each Borrower has taken all actions if and to the extent required under the Flood Laws and/or requested by Agent in its Permitted Discretion to assist in ensuring that each Lender is in material compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure located upon any Material Real Property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, if and to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral in general accordance with prudent business practice.

5.8 Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.

(a) (i) Before and after giving effect to the Transactions, each Borrower is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, (ii) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities, and (iii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) is in excess of the amount of its liabilities.

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(b) Except as disclosed in Schedule 5.8(b)(i), no Borrower has any pending or threatened litigation, arbitration, actions or proceedings. No Borrower has any outstanding Indebtedness other than the Obligations, except for (i) Indebtedness disclosed in Schedule 5.8(b)(ii) and (ii) Indebtedness otherwise permitted under Section 7.8 hereof.

(c) No Borrower is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower in violation of any order of any court, Governmental Body or arbitration board or tribunal. Each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, except as would not reasonably be expected have a Material Adverse Effect.

(d) No Termination Event has occurred, except as would not reasonably be expected to have a Material Adverse Effect. No Borrower or member of the Controlled Group (i) has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA except as would not reasonable be expected to have a Material Adverse Effect, or (ii) maintains any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code, other than as would not reasonably be expected to have a Material Adverse Effect.

5.9 Patents, Trademarks, Copyrights and Licenses. All Intellectual Property owned or utilized by any Borrower: (i) is set forth on Schedule 5.9; (ii) is valid and has been duly registered or filed with all appropriate Governmental Bodies; and (iii) constitutes all of the intellectual property rights which are necessary for the operation of its business. There is no objection to, pending challenge to the validity of, or proceeding by any Governmental Body to suspend, revoke, terminate or adversely modify, any such Intellectual Property and no Borrower is aware of any grounds for any challenge or proceedings, except as set forth in Schedule 5.9 hereto. All Intellectual Property owned or held by any Borrower consists of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof.

5.10 Licenses and Permits. Except as set forth in Schedule 5.10 and except with respect to Healthcare Authorizations, each Borrower (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits (including accreditation by the appropriate Governmental Bodies and industry accreditation agencies required by Applicable Law for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to procure such licenses or permits could reasonably be expected to have a Material Adverse Effect.

5.11 Default of Indebtedness. No Borrower is in default in the payment of the principal of or interest on any Indebtedness or under any instrument or agreement under or subject to which any Indebtedness has been issued and no event has occurred under the provisions of any such instrument or agreement which with or without the lapse of time or the giving of notice, or both, constitutes or would constitute an event of default thereunder.

5.12 No Default. No Default or Event of Default has occurred.

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5.13 No Burdensome Restrictions. No Borrower is party to any contract or agreement the performance of which could reasonably be expected to have a Material Adverse Effect. No Borrower has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance.

5.14 No Labor Disputes. No Borrower is involved in any labor dispute; there are no strikes or walkouts or union organization of any Borrower’s employees threatened or in existence and no labor contract is scheduled to expire during the Term other than as set forth on Schedule 5.14 hereto.

5.15 Margin Regulations. No Borrower is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.

5.16 Investment Company Act. No Borrower is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.

5.17 Disclosure. No representation or warranty made by any Borrower in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to any Borrower or which reasonably should be known to such Borrower which such Borrower has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which could reasonably be expected to have a Material Adverse Effect.

5.18 [Reserved]].

5.19 [Reserved]].

5.20 Swaps. No Borrower is a party to, nor will it be a party to, any swap agreement whereby such Borrower has agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination following an event of default thereunder are payable on an unlimited “two-way basis” without regard to fault on the part of either party.

5.21 Business and Property of Borrowers. Upon and after the Closing Date, Borrowers and their Subsidiaries do not propose to engage in any business other than the Permitted Businesses. On the Closing Date, each Borrower will, and will cause its Subsidiaries to, own all the property and possess all of the rights and Consents necessary for the conduct of the business of such Borrower or its Subsidiaries.

5.22 Ineligible Securities. Borrowers and its Subsidiaries do not intend to use and shall not use any portion of the proceeds of the Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter, Ineligible Securities being underwritten by a securities Affiliate of Agent or any Lender.

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5.23 Federal Securities Laws. Neither Borrowers or any of their Subsidiaries (i) are required to file periodic reports under the Exchange Act, (ii) have any securities registered under the Exchange Act or (iii) have filed a registration statement that has not yet become effective under the Securities Act.

5.24 Equity Interests. The authorized and outstanding Equity Interests of each Borrower and its Subsidiaries, and each legal and beneficial holder thereof as of the Closing Date, are as set forth on Schedule 5.24(a) hereto. All of the Equity Interests of each Borrower and its Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Borrower or its Subsidiaries or any of the shareholders of any Borrower or its Subsidiaries is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Borrowers and its Subsidiaries. Except as set forth on Schedule 5.24(c), no Borrower or any if its Subsidiaries has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

5.25 Commercial Tort Claims. No Borrower has any commercial tort claims except as set forth on Schedule 5.25 hereto.

5.26 Letter of Credit Rights. As of the Closing Date, no Borrower has any letter of credit rights except as set forth on Schedule 5.26 hereto.

5.27 [Reserved].

5.28 Certificate of Beneficial Ownership. The Certificate of Beneficial Ownership executed and delivered to Agent and Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. The Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Other Documents.

5.29 Healthcare Authorizations. During the past three (3) years, each Healthcare Borrower (a) has, or has made timely application for in accordance with applicable Healthcare Laws, all Healthcare Authorizations necessary to carry on the business of such Borrower, and have made all declarations and filings with, all applicable Governmental Bodies necessary to engage in the ownership, management and operation of each such Borrower’s business and assets, in each case, except where failure to do so would not have a Material Adverse Effect, and (b) has not received a citation which could reasonably be expected to have a Material Adverse Effect, nor has any knowledge that any Governmental Bodies considering limiting, suspending or revoking any

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such Healthcare Authorization which limitation, suspension or revocation could reasonably be expected to have a Material Adverse Effect. All of such Healthcare Authorizations are valid and in full force and effect and each Healthcare Borrower is in compliance with the terms and conditions of all such Healthcare Authorizations, except where failure to be in such compliance or for a Healthcare Authorization to be valid and in full force and effect would not have a Material Adverse Effect.

5.30 HIPAA Compliance. To the extent that and for so long as any Healthcare Borrower is a “covered entity” or “business associate” as either such term is defined under HIPAA, each such Borrower during the past three (3) years has complied with applicable HIPAA requirements, except where failure to be in such compliance would not have a Material Adverse Effect.

5.31 Reimbursement; Third Party Payors. The items, goods and services provided in each Healthcare Borrower’s respective business are qualified for participation (to the extent such Borrower currently or hereafter participates) in the Government Reimbursement Programs, and each such Borrower is entitled to reimbursement under the Government Reimbursement Programs for items, goods and services rendered by such Borrower (to the extent such Borrower currently or hereafter participates therein) to qualified beneficiaries, and each such Borrower complies in all material respects with the conditions of participation (to the extent such Borrower currently or hereafter participates) in the Government Reimbursement Programs and the requirements thereof. Each Healthcare Borrower is in compliance in all material respects with contracts with Non-Government Payors and is entitled to reimbursement under such contracts. Without limitation, there is no condition not complied with that could reasonably be expected to jeopardize participation in any Government Reimbursement Program or related contracts or otherwise could reasonably be expected to have a Material Adverse Effect.

5.32 Other Healthcare Regulatory Matters. As of the Closing Date, except as disclosed on Schedule 5.32, no Borrower (i) is a party to a corporate integrity agreement, (ii) has any reporting obligations pursuant to a settlement agreement, or other remedial measure entered into with a Governmental Body with monetary obligations in excess of $250,000, or (iii) to the Borrower’s knowledge, is or has been a defendant in any qui tam/false claims act litigation.

5.33 Compliance with Healthcare Laws.

(a) Each Healthcare Borrower has timely filed or caused to be timely filed during the past three (3) years, all reports required by a Government Reimbursement Program with respect to the business operations of such Borrower, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of any Healthcare Borrower, there are no claims, actions or appeals pending (and no such Borrower has, during the past three (3) years, filed any claims or reports which could be reasonably expected to result in any such claims, actions or appeals) before any Governmental Body pertaining to such Borrower’s business operations including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of CMS, with respect to any Medicare or Medicaid reports or claims filed by such Borrower, or any disallowance by any Governmental Body in connection with any audit of such cost reports, in each case except as could not reasonably be expected to have a Material Adverse Effect.

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(b) Each Healthcare Borrower currently is in compliance with all applicable Healthcare Laws, unless such non-compliance could not be reasonably expected to have a Material Adverse Effect.

(c) During the past three (3) years, no director, officer, shareholder (to the best of its knowledge), or Person with an “ownership or control interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Healthcare Borrower or the knowledge of any Healthcare Borrower, employee or agent: (1) has had a civil monetary penalty assessed against his or her personally pursuant to 42 U.S.C. §1320a-7a; (2) other than as disclosed on Schedule 5.38, has, prior to the Closing Date, been personally excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b); (3) has been personally convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518.

(d) All Persons providing or delivering any Healthcare Services for or on behalf of any Healthcare Borrower (either as an employee, independent contractor or otherwise) are appropriately licensed in every jurisdiction in which they provide or deliver any such Healthcare Services on behalf of such Borrower, except where failure to do so would not have a Material Adverse Effect.

5.34 Information with Respect to Certain Aircraft. The information in the Aircraft Collateral Certificate delivered to the Agent from time to time is true, accurate, and complete.

5.35 Sanctions and other Anti-Terrorism Laws. No (a) Covered Entity or (x) any of its officers, directors or, to the knowledge of each Borrower, affiliates, consultants, brokers or agents acting on a Covered Entity’s behalf in connection with this Agreement, or (y) to the knowledge of each Borrower, any of its employees: (i) is a Sanctioned Person; (ii) directly, or indirectly through any third party, is engaged in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction, or any transactions or other dealings that otherwise are prohibited by any Ant-Terrorism Laws; (b) Collateral is Embargoed Property.

5.36 Anti-Corruption Laws. Each Covered Entity (a) has conducted its business in compliance with all Anti-Corruption Laws and (b) has instituted and maintains policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.

VI. AFFIRMATIVE COVENANTS.

Each Borrower agrees, until payment in full of the Obligations and termination of this Agreement, that:

6.1 Compliance with Laws. Each Borrower shall, and shall cause its Subsidiaries to, comply in all material respects with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Borrower’s and its Subsidiaries’ business the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard).

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6.2 Conduct of Business and Maintenance of Existence and Assets. Each Borrower shall, and shall cause its Subsidiaries to, (a) conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including all Intellectual Property and take all actions necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so could reasonably be expected to have a Material Adverse Effect.

6.3 Books and Records. Each Borrower shall keep proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Loan Parties.

6.4 Payment of Taxes. Each Borrower shall, and shall cause its Subsidiaries to, pay, when due, all taxes, assessments and other Charges lawfully levied or assessed upon such Borrower and its Subsidiaries or any of the Collateral, including real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes. Agent will not pay any taxes, assessments or Charges to the extent that any applicable Borrower has Properly Contested those taxes, assessments or Charges. The amount of any payment by Agent under this Section 6.4 shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations and, until Borrowers shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has been made), Agent may hold without interest any balance standing to Borrowers’ credit and Agent shall retain its security interest in and Lien on any and all Collateral held by Agent.

6.5 Financial Covenants.

(a) Fixed Charge Coverage Ratio. The Borrowers shall cause to be maintained as of the end of each fiscal quarter beginning December 31, 2020, a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00, for the four (4) fiscal quarters then ended.

(b) Equity Cure Right. Notwithstanding the foregoing Section 6.5(a), if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) (a “Curable Default”), an equity contribution resulting from Borrowers issuing Equity Interests in exchange for cash, in an amount (the “Specified Contribution”) sufficient to, when added to Adjusted EBITDA as more fully set forth below, cause Borrowers to be in compliance with Section 6.5(a) after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8, will, at the written request of Borrowing Agent, and

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without duplicative effect, be included in the calculations of Adjusted EBITDA solely for the purposes of determining compliance with such financial covenant at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5(a); (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating Adjusted EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Adjusted EBITDA or that include Adjusted EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters; (d) there shall be no more than four (4) Specified Contributions made during the Term; and (e) the proceeds of all Specified Contributions will be paid to Agent and applied in accordance with the Order of Other Collateral Proceeds Application. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral or any other rights and remedies provided in Section 11.1. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.

6.6 Insurance.

(a) Each Borrower shall, and shall cause its domestic Subsidiaries to, (i) keep all its insurable properties and properties in which such Borrower has an interest insured against the hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to such Borrower’s including business interruption insurance; (ii) maintain a bond in such amounts as is customary in the case of companies engaged in businesses similar to such Borrower insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers and employees who may either singly or jointly with others at any time have access to the assets or funds of such Borrower either directly or through authority to draw upon such funds or to direct generally the disposition of such assets; (iii) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; (iv) maintain all such worker’s compensation or similar insurance as may be required under the laws of any state or jurisdiction in which such Borrower is engaged in business; (v) furnish Agent with (A) copies of all policies and evidence of the maintenance of such policies by the renewal thereof before any expiration date, and (B) appropriate lender loss payable endorsements in form and substance satisfactory to Agent, naming Agent as an additional insured and mortgagee and/or lender loss payee (as applicable) as its interests may appear with respect to all insurance coverage referred to in clauses (i) and (iii) above, and providing (I) that all proceeds thereunder shall be payable to Agent, (II) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy, and (III) that such policy and lender loss payable clauses may not be cancelled, amended or terminated unless at least thirty (30) days prior written notice is given to Agent (or in the case of non-payment, at least ten (10) days prior written notice).

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In the event of any loss thereunder, the carriers named therein hereby are directed by Agent and the applicable Borrower to make payment for such loss to Agent and not to such Borrower and Agent jointly. If any insurance losses are paid by check, draft or other instrument payable to any Borrower and Agent jointly, Agent may endorse such Borrower’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash.

(b) To the extent Borrowers have granted a Mortgage to Agent, for the benefit of itself and the Lenders, each Borrower shall take all actions required under the Flood Laws and/or requested by Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral, and thereafter maintaining such flood insurance in full force and effect for so long as required by the Flood Laws.

(c) Agent is hereby authorized to approve claims under insurance coverage referred to in Sections 6.6(a)(i), and (iii) and 6.6(b) above. All loss recoveries received by Agent under any such insurance may be applied to the Obligations, in such order as Agent in its sole discretion shall determine; provided that payments in respect of the insurance claims submitted by the Borrowers (and previously disclosed to Agent) with respect to losses incurred as a result of a Hurricane Ida may be reinvested within 18 months after receipt of such payments (or such longer period as the Agent may agree in its sole discretion) to (i) rebuild or purchase assets (other than securities or cash) to be used by the Borrowers in a Permitted Business or (ii) offset hurricane costs and expenses. Any surplus shall be paid by Agent to Borrowers or applied as may be otherwise required by law. Any deficiency thereon shall be paid by Borrowers to Agent, on demand. If any Borrower fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of such Borrower, which payments shall be charged to Borrowers’ Account and constitute part of the obligations.

(d) Aircraft Collateral Insurance. Each Borrower shall, or shall cause each relevant Lessee to, at Borrowers’ expense, maintain insurance respecting each of Borrower’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily insured against by other Persons engaged in same or similar businesses and similarly situated and located including, without limitation, the following coverages:

(i) Insurance Covering Aircraft and Engines. Aircraft hull all risks and aircraft hull war risks insurance in respect of each Aircraft owned or managed by any Borrower (both in flight and on the ground) and (ii) aircraft spare parts insurance (and cause aircraft hull war risks insurance endorsed to cover the foregoing Aircraft Collateral in respect of Engines not attached to any Aircraft), in each case, on an agreed value basis and (iii) in respect of engine parts and aviation related specialty tools, equipment and ramp/ground handling equipment, in each of clauses (i) and (ii), in an amount not less than $35,000,000 and otherwise in conformity with the requirements set forth below subsection (d) hereof and any requirements set forth in any relevant Aircraft Mortgage and in the case of (iii) in an amount equal to the replacement value.

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(ii) Aircraft and other General Liability. Aircraft third party legal insurance (including, without limitation, bodily injury, property damage, personal injury, passenger legal liability, premises liability, hangar keepers legal liability and products liability and war risk and extended liability coverage in accordance with AVN 52D or AVN 52E) in respect of each Aircraft and each Engine owned or managed by any Borrower and other general aviation liability, in an amount not less than the minimum liability coverage (determined as $100,000,000 per aircraft for any one occurrence (but in respect of products and personal injury liability, this limit may be an aggregate limit for any and all losses occurring during the currency of the policy)) and upon such terms and conditions as are customary for similarly situated Borrowers, or, in the case of leased assets, in such amount and on such terms as are customary for operators of similar assets on similar routes and, in each case, acceptable to Agent, acting reasonably, and in accordance with the requirements set forth in subsection (d) hereof and the requirements set forth in any relevant Aircraft Mortgage.

(iii) Leased Aircraft / Engines. In lieu of the requirements of (i) and (ii) above, should any Aircraft or Engine owned or managed by any Borrower at any time be subject to an Aircraft Lease, Borrowers shall cause the lessee of such Aircraft or Engine to maintain throughout the term of such Aircraft Lease, the insurances described in (i) and (ii) above and, in each case, in conformity with the requirements set forth in (iv) below and with the requirements of any relevant Aircraft Mortgage in respect of such Aircraft or Engine.

(iv) Other Requirements. All insurance required by this Agreement shall: (i) if separate hull “all risks” and “war risks” insurances are arranged, include a 50/50 provision in accordance with market practice (AVS 103 is the current London market language); (ii) confirm that the insurers are not entitled to replace an Aircraft in the event of an insured Event of Loss; (iii) provide cover denominated in United States dollarsDollars and any other currencies that Grantor as lessor under any applicable Aircraft Lease may reasonably require in relation to liability insurance; and (iv) operate on a worldwide basis subject to such limitations and exclusions as may be contained in the applicable Aircraft Lease.

(v) All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent in its Permitted Discretion and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). No later than the Closing Date, Borrower shall deliver insurance certificates to Agent for all insurance policies required above, which shall (i) name Agent and each Lender as an “additional insured” if such policy is a liability policy, (ii) name Agent for itself and on behalf of the Lenders as “contract party” or “loss payee” for all property, hull, or spares policy, and for all insurance required above, (iii) provide that, Agent and each Lender shall be notified in writing by the insurer(s) of any proposed cancellation, termination or material change in respect of such policy, at least thirty (30) days prior to any proposed cancellation, termination or material change and seven (7) days in respect of cancellation for war risk (or such lesser period that may be stated in any automatic termination provision in such policy), (iv) contain a waiver of subrogation in favor of Agent for itself and on behalf of the Lenders; (v) contain a breach of warranty provision in favor of the Agent and Lender, (vi) provide that the insurance shall be primary and without right of contribution from

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any other insurance which may be available to Agent and Lenders, (vii) provide that Agent and Lenders have no responsibility for premiums, warranties or representations to underwriters, except for such premium that may be directly attributable to a particular aircraft, engine or parts that are subject of a claim, and (viii) comply with the requirements of any relevant Aircraft Mortgage in respect of such Aircraft or Engine. If any Borrower or its Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims.

6.7 Payment of Indebtedness and Leasehold Obligations. Each Borrower shall, and shall cause its Subsidiaries to, pay, discharge or otherwise satisfy (i) at or before maturity (subject, where applicable, to specified grace periods) all its Indebtedness, except when the failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being Properly Contested, subject at all times to any applicable subordination arrangement in favor of Lenders and (ii) when due its rental obligations under all leases under which it is a tenant, and shall otherwise comply with all other terms of such leases and keep them in full force and effect, except when the failure to keep them in full force and effect could not reasonably be expected to have a Material Adverse Effect.

6.8 Environmental Matters. Each Borrower shall, following a grant of a Mortgage:

(a) Conduct all operations in compliance with all Environmental Laws and use any and all Hazardous Materials on any Real Property in compliance with Environmental Laws, except for failure to comply or manage that could not reasonably be expected to have a Material Adverse Effect.

(b) Conduct any investigation or remedial action required pursuant to Environmental Law in response to any Hazardous Discharge or Environmental Complaint, except where the failure to conduct could not reasonably be expected to have a Material Adverse Effect.

6.9 Standards of Financial Statements. Each Borrower shall cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable).

6.10 Federal Securities Laws. Borrowers shall promptly notify Agent in writing if any Borrower or any of their Subsidiaries (i) is required to file periodic reports under the Exchange Act, (ii) registers any securities under the Exchange Act or (iii) files a registration statement under the Securities Act.

6.11 Execution of Supplemental Instruments. Each Borrower shall, and shall cause its Subsidiaries to, execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or documents relating to the Collateral, and such other instruments as Agent may request, in order that the full intent of this Agreement may be carried into effect.

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6.12 Healthcare Operations.

(a) Each Healthcare Borrower shall maintain in full force and effect all Healthcare Authorizations necessary under Healthcare Laws (A) to carry on the business of such Borrower as it is conducted on the Closing Date, and (B) if such Borrower receives or has applied for reimbursements under any Government Reimbursement Program as part of its business, to continue to receive reimbursement thereunder (except for temporary periods of denial of immaterial payments) in substantial compliance with all requirements for participation in, and for the licensure required to provide the services that are reimbursable under, any Government Reimbursement Program, except, in each case, where failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) If any business of any Borrower is currently accredited by the Joint Commission or other accreditation agency, body or organization, each such Borrower shall (i) maintain such accreditation in good standing and without material limitation or impairment, (ii) timely submit to the Joint Commission or such other accreditation agency, body or organization a plan of correction for any deficiencies listed on any Joint Commission or such other accreditation agency, body or organization accreditation survey report, and (iii) cure all such deficiencies within such time frame as is necessary to preserve and maintain in good standing and without material limitation or impairment such Joint Commission or such other accreditation agency, body or organization accreditation, except, in each case, where failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, this section shall not prevent any Borrower from terminating its accreditation by the Joint Commission or such other accreditation agency, body or organization and obtaining accreditation by another healthcare accreditation agency to the extent such accreditation entity complies with the requirements of all Government Reimbursement Programs and other Third Party Payor programs.

6.13 Government Receivables. Each Borrower, as applicable, shall take all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of Claims Act (other than IPM Receivables owing from a Government Account Debtor), the Uniform Commercial Code and all other applicable state or local statutes or ordinances and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of any contract between any Borrower and the United States, any state or any department, agency or instrumentality of any of them.

6.14 [Reserved].

6.15 Keepwell. If it is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified ECP Loan Party, each Borrower hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 6.15, or otherwise under this Agreement or any Other Document,

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voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the Other Documents. Each Qualified ECP Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.

6.16 Certificate of Beneficial Ownership and Other Additional Information. Borrowers shall provide to Agent and the Lenders: (i) confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Agent and Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to Agent and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such other information and documentation as may reasonably be requested by Agent or any Lender from time to time for purposes of compliance by Agent or such Lender with applicable laws (including without limitation the USA Patriot Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by Agent or such Lender to comply therewith.

6.17 COVID-19 Assistance.

(a) Medicare Accelerated Payment Covenants. Each Loan Party or any of its Subsidiaries that receives one or more Medicare Accelerated Payments shall use the proceeds thereof exclusively for the uses permitted pursuant to the Applicable Laws of such Medicare program and otherwise comply in all material respects with the Applicable Laws of such Medicare program.

(b) Provider Relief Payment Covenants. In the event any Loan Party or any of its Subsidiaries elects to retain all or any portion of one or more CARES Act Provider Relief Payments (or any other grants, reimbursements or other payments received under or in connection with CARES and Other COVID-19 Laws (other than any Medicare Accelerated Payment), such Loan Party shall use the proceeds thereof exclusively for uses that are permitted pursuant to the applicable CARES and Other COVID-19 Laws and otherwise comply in all material respects with the terms of the CARES and Other COVID-19 Laws applicable thereto (including, for the avoidance of doubt, the Relief Fund Payment Terms and Conditions published by HHS).

6.18 Post-Closing Obligations. Borrowers shall cause the conditions set forth on Schedule 6.18 hereto to be satisfied in full, on or before the date specified for each such condition, time being of the essence, and each to be reasonably satisfactory, in form and substance as applicable, to Agent in its Permitted Discretion.

6.19 After-Acquired Aircraft Collateral. Upon the acquisition by any Borrower or any Guarantor after the Closing Date of any after acquired property that, in any such case, form part of the Aircraft Collateral, such 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 (including Aircraft Mortgages and supplements thereto), financing

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statements, certificates and legal opinions as may be necessary or advisable, in the Permitted Discretion of Agent, to vest in the Agent, a perfected security interest, subject only to Permitted Encumbrances, in such after acquired property and to have such after acquired property added to the Aircraft Collateral and thereupon all provisions of this Agreement relating to the Aircraft Collateral shall be deemed to relate to such after acquired property to the same extent and with the same force and effect.

6.20 Aircraft Collateral Information.

(a) For each Aircraft or Engine included as Aircraft Collateral in respect of which a certificate of airworthiness is not delivered to the Agent on the Closing Date, such Aircraft or Engine possesses all required equipment and would be capable of receiving a certificate of airworthiness on such date.

(b) Each Aircraft Collateral Owner listed in the Aircraft Collateral Certificate has full title of each Airframe, Engine and Spare Engine as described therein. Neither any Aircraft Collateral Owner nor any lessee under an Aircraft Lease nor any Disclosed Sublessee has granted to any person other than the 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 Agreement, and to otherwise lawfully operate, possess, use and maintain the applicable Aircraft Collateral in accordance with the Other Documents.

(d) Each asset identified as Aircraft Collateral in the Aircraft Collateral Certificate satisfies the requirements for Aircraft Collateral (other than any Agent-discretionary criteria) and the related Perfection Requirements.

(e) Each Aircraft and Engine identified as Aircraft Collateral in the Aircraft Collateral Certificate shall at all times be subject to an Aircraft Mortgage. For the avoidance of doubt, on the Closing Date the Aircraft and Engines set forth in the Aircraft Collateral Certificate shall be subject to that certain Aircraft Mortgage to be filed with the FAA on the Closing Date (and each such Aircraft and Engine shall be listed in Exhibit A of such Aircraft Mortgage).

(f) Each Borrower will keep or cause to be kept correct, up-to-date and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ material assets that are identified by Borrowers as Aircraft Collateral in the Aircraft Collateral Certificate submitted to Agent, and the book value thereof.

6.21 Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws.

(a) The Borrowers covenant and agree that: (A) they shall immediately notify the Agent and each of the Lenders in writing upon becoming aware of the occurrence

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of a Reportable Compliance Event; and (B) if, at any time, any Collateral becomes Embargoed Property, then, in addition to all other rights and remedies available to the Agent and each of the Lenders, upon request by the Agent or any of the Lenders, the Loan Parties shall provide substitute Collateral acceptable to the Agent that is not Embargoed Property.

(b) Each Covered Entity shall conduct its business in compliance with all Anti-Corruption Laws and maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.

VII. NEGATIVE COVENANTS.

Each Borrower agrees, until satisfaction in full of the Obligations and termination of this Agreement, that:

7.1 Merger, Consolidation, Acquisition and Sale of Assets.

(a) Each Borrower will not, and will not permit any of its Subsidiaries to, enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge with it, except (i) any Borrower may merge, consolidate or reorganize with another Borrower or acquire the assets or Equity Interest of another Borrower so long as such Borrower provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (ii) any Guarantor may merge, consolidate or reorganize with another Guarantor or acquire the assets or Equity Interest of another Guarantor so long as such Guarantors provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization (iii) any non-Loan Party may merge, consolidate or reorganize with any Borrower; provided that such Borrower (x) is the surviving entity of such merger, consolidation or reorganization and (y) provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (iv) any non-Loan Party may merge, consolidate or reorganize with any other non-Loan Party and (v) any Permitted Acquisition.

(b) Each Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, transfer or otherwise Dispose of any of its Collateral (including, in each case, by way of an LLC Division), except:

(i) the sale of Inventory in the Ordinary Course of Business;

(ii) the Disposition of Aircraft Collateral in the Ordinary Course of Business in an aggregate amount not to exceed $25,000,000; provided that the Net Proceeds therefrom are applied in accordance with Section 2.20(a)(i);

(iii) the Disposition of Collateral (including Aircraft Collateral) subject to the following:

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(1) the Borrowing Agent or such Subsidiary receives consideration at the time of such Disposition at least equal to the Fair Market Value of the assets included in such Disposition;

(2) at least 75% of the total consideration received in such Disposition consists of cash or Cash Equivalents; and

(3) the Net Proceeds therefrom are applied in accordance with Section 2.20(a); provided, for the avoidance of doubt, if Borrowers fail to reinvest the proceeds of such disposition pursuant to Section 2.20(a) within the time period specified therein, the Net Proceeds to be applied pursuant to this clause (3), shall be based on the amount attributable to clause (1) with respect to such Disposition;

(iv) a transfer of assets (i) by any Loan Party to a Loan Party, (ii) by a Subsidiary of a Borrower to a Borrower, (iii) by a Foreign Subsidiary to another Foreign Subsidiary and (iv) by any Loan Party to any non-Loan Party (who nonetheless is an Affiliate of a Borrower) in an aggregate amount not to exceed $15,000,000 in the aggregate subject to Agent maintaining its perfected Lien on such transferred asset(s) and other requirements of Article IV with respect to such Collateral;

(v) uses of cash or Cash Equivalents in the Ordinary Course of Business;

(vi) the creation or realization of any Permitted Aircraft Lien or a Disposition in connection with a Permitted Aircraft Lien;

(vii) transfers of obsolete, damaged or worn out Collateral, collectively, in an aggregate amount not to exceed $10,000,000; provided that the Net Proceeds received are applied in accordance with Section 2.20(a);

(viii) a transfer of assets by any Loan Party to any other Loan Party (subject to Section 4.13 in respect of Aircraft Collateral);

(ix) Dispositions in connection with any Sale and Leaseback Transaction so long as the Net Proceeds therefrom are applied in accordance with Section 2.20(a)(i);

(x) 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; provided that the Net Proceeds therefrom are applied in accordance with Section 2.20(a); and

(xi) an issuance, sale, transfer or other disposition of Equity Interests by a Loan Party to another Loan Party.

7.2 Creation of Liens. Each Borrower will not, and will not permit any of its Subsidiaries to, create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter created or acquired, except Permitted Encumbrances.

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7.3 Guarantees. Each Borrower will not, and will not permit any of its Subsidiaries to, become liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except (a) as disclosed on Schedule 7.3, (b) unsecured guarantees made in the Ordinary Course of Business, (c) guarantees by one or more Loan Parties of the Indebtedness or obligations of any other Loan Parties to the extent such Indebtedness or obligations are permitted to be incurred and/or outstanding pursuant to the provisions of this Agreement, and (d) the endorsement of checks in the Ordinary Course of Business.

7.4 Investments. Each Borrower will not, and will not permit any of its Subsidiaries to, purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, other than Permitted Investments.

7.5 Loans. Each Borrower will not, and will not permit any of its Subsidiaries to, make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate other than Permitted Loans.

7.6 Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Carryover Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Carryover amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis.

7.7 Restricted Payments. Each Borrower will not, and will not permit any of its Subsidiaries to, declare, pay or make any Restricted Payment other than:

(a) Restricted Payments made pursuant to Restricted Payment Conditions;

(b) Restricted Payments to the other Loan Parties;

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(c) Restricted Payment made for the redemption of any Equity Interests of the Borrower or any Subsidiary of the Borrower held by any of the Borrower’s (or any of its 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 subject to satisfaction of the Restricted Payment Conditions (other than clause (a)(v) of the definition of Restricted Payment Conditions, if applicable); provided that the aggregate price paid for all such redeemed Equity Interests may not exceed $2,500,000 in the aggregate in any 12-month period;

(d) Restricted Payments in cash to any direct or indirect parent of any Borrower (other than a direct or indirect parent of PHI Group, if applicable), 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, in each case, that are solely attributable to the Borrowers and their respective Subsidiaries; and

(e) Restricted Payments among Affiliates constituting Permitted Investments.; and

(f) the First Amendment Dividend subject to satisfaction of the conditions set forth in such definition.

7.8 Indebtedness. Each Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.

7.9 Nature of Business. Each Borrower will not, and will not permit any of its Subsidiaries to, substantially change the nature of the business in which it is presently engaged, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the Ordinary Course of Business for assets or property which are useful in, necessary for and are to be used in its business as presently conducted.

7.10 Transactions with Affiliates. Each Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (i) transactions among Borrowers, Guarantors and their respective Subsidiaries which are not expressly prohibited by the terms of this Agreement and which are in the Ordinary Course of Business, (ii) payment by Borrowers, Guarantors and their respective Subsidiaries of dividends and distributions permitted under Section 7.7 hereof, (iii) transactions which are in the Ordinary Course of Business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate, (iv) Restricted Payments and Investments made in accordance with Sections 7.4 and 7.7., (v) 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, (vi) reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes consistent with past practices in the Ordinary Course of Business, (vii) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Loan Parties or any direct or indirect parent of the Loan Parties in the Ordinary Course of Business to the extent attributable to the ownership or operation of the Loan Parties.

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7.11 Healthcare Matters. Each Healthcare Borrower will not permit to occur any of the following:

(a) any transfer of a Healthcare Authorization or rights thereunder to any Person (other than any Borrower);

(b) any pledge or hypothecation of any Healthcare Authorization as collateral security for any Indebtedness other than Indebtedness to Agent;

(c) any rescission, withdrawal or revocation of any material Healthcare Authorization necessary for the conduct of such Borrower’s business without Agent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), including, without limitation, any amendment or modification of such Healthcare Authorization.

7.12 Subsidiaries. Each Borrower will not, and will not permit any of its Subsidiaries to:

(a) Form any Subsidiary, directly or indirectly, unless such Subsidiary (i) is not a Foreign Subsidiary, (ii) at Agent’s discretion, (x) expressly joins in this Agreement as a borrower and becomes jointly and severally liable for the obligations of Borrowers hereunder, under the Notes, and under any other agreement between any Borrower and Lenders, or (y) becomes a Guarantor with respect to the Obligations and, subject to the Agent’s discretion, executes a Guarantor Security Agreement in favor of Agent, and (iii) Agent shall have received all documents, including without limitation, legal opinions and appraisals it may reasonably require to establish compliance with each of the foregoing conditions in connection therewith.

(b) Enter into any partnership, joint venture or similar arrangement other than (i) those existing on the Closing Date and set forth on Schedule 7.12 or (ii) are otherwise permitted pursuant to other provisions of this Agreement.

7.13 Fiscal Year and Accounting Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, change its fiscal year from December 31 or make any significant change (i) in accounting treatment and reporting practices except as required by GAAP or (ii) in tax reporting treatment except as required by law.

7.14 Pledge of Credit. Each Borrower will not, and will not permit any of its Subsidiaries to, now or hereafter pledge Agent’s or any Lender’s credit on any purchases, commitments or contracts or for any purpose whatsoever or use any portion of any Advance in or for any business other than such Borrower’s business operations as conducted on the Closing Date.

7.15 Amendment of Organizational Documents. Each Borrower will not, and will not permit any of its Subsidiaries to, (i) change its legal name, (ii) change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), (iii) change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one jurisdiction, or (iv) otherwise amend, modify or waive any term or material provision of its Organizational Documents unless required by law, in any such case without (x) giving at least

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thirty (30) days prior written notice of such intended change to Agent, (y) having received from Agent confirmation that Agent has taken all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral belonging to such Borrower and in the Equity Interests of such Borrower and (z) in any case under clause (iv), having received the prior written consent of Agent and Required Lenders to such amendment, modification or waiver.

7.16 Compliance with ERISA. No Borrower shall, and no Borrower shall permit its Subsidiaries to, allow the occurrence of any Termination Event that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

7.17 Prepayment of Indebtedness. Each Borrower will not, and will not permit any of its domestic Subsidiaries to, at any time, directly or indirectly, prepay any Indebtedness (other than to Lenders) for borrowed money, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Borrower or any Subsidiary of any Borrower.

7.18 Location of Aircraft Collateral; State of Registration; Aircraft Collateral Owner. Subject to Section 4.13, the Loan Parties shall not, and will not permit any of their Subsidiaries to, move or permit any Person to move Aircraft Collateral to jurisdictions outside of the United States of America; provided that Aircraft Collateral not used and/or operating in connection with Healthcare Services may be operated on routes including jurisdictions outside of the United States of America for legitimate business purpose (as determined in good faith by an Authorized Officer of Borrowing Agent) while engaging in a Permitted Business and subject to the requirements and limitations of this Agreement including Section 4.13 hereof. For the avoidance of doubt, Aircraft Collateral used and/or operated in connection with Healthcare Services may not in any event be moved, operated or located in a jurisdiction outside of the United States of America. The Loan Parties will not cause or permit (i) the deregistration of any Aircraft from the FAA (or Aviation Authority in a Permitted Foreign Jurisdiction in accordance with and subject to Section 4.13) and/or registration of the Aircraft in any State of Registration other than the United States (or a Permitted Foreign Jurisdiction in accordance with and subject to Section 4.13), or (ii) transfer of ownership and title of Aircraft Collateral to an entity that is not organized under the laws of any State of the United States of America or the District of Columbia, in each case without the Agent’s prior written consent in accordance with Section 4.13; provided that, all Aircraft Collateral used and/or operated in connection with Healthcare Services shall remain registered with the FAA at all times.

7.19 Government Lockbox Instructions. Each Borrower will not, and will not permit any of its Subsidiaries to, (i) forward any collections from any Government Account Debtor in the applicable Government Lockbox Accounts or the Government Lockboxes except as required under Section 4.8(i), or (ii) direct any Government Account Debtor to make a payment in respect of any Account in any place or account other than the applicable Government Lockbox Account or applicable Government Lockbox.

7.20 Membership / Partnership Interests. Each Borrower will not, and will not permit any of its Subsidiaries to, designate or permit any of their Subsidiaries to (a) treat their limited liability company membership interests or partnership interests, as the case may be, as securities as contemplated by the definition of “security” in Section 8-102(15) and by Section 8-103 of Article 8 of the Uniform Commercial Code or (b) certificate their limited liability membership interests or partnership interests, as applicable.

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7.21 Sanctions and other Anti-Terrorism Laws. Each Loan Party hereby covenants and agrees that until the last day of the Term, such Loan Party and its Subsidiaries will not: (a) become a Sanctioned Person or allow any employees, officers, directors, affiliates, consultants, brokers and agents acting on their behalf in connection with this Agreement, that is or becomes a Sanctioned Person to have any involvement with their activities under this Agreement or with the proceeds of any facility; (b) directly, or indirectly through a third party, engage in any transactions or other dealings with or for the benefit of any Sanction Person or Sanctioned Jurisdiction, including any use of the proceeds of the Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctions Person or Sanctioned Jurisdiction; (c) repay the Loans with Embargoed Property or funds derived from any unlawful activity; (d) permit any Collateral to become Embargoed Property; or (e) cause any Lender or Agent to violate any Anti-Terrorism Law.

7.22 Anti-Corruption Laws. Each Loan Party hereby covenants and agrees that until the last day of the Term, such Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, use the Loans or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws.

VIII. CONDITIONS PRECEDENT.

8.1 Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent:

(a) Note. Agent shall have received the Notes duly executed and delivered by an authorized officer of each Borrower;

(b) Other Documents. Agent shall have received each of the executed Other Documents, as applicable;

(c) Agreement Among Lenders. Lenders shall have entered into the Agreement Among Lenders;

(d) Negative Pledge Agreements. Agent shall have received Negative Pledge Agreements with respect to all owned Material Real Property;

(e) Blocked Accounts. Subject to Section 6.18 and Section 4.8(i), Borrowers shall have opened the Depository Accounts with Agent or Agent shall have received duly executed agreements establishing the Blocked Accounts with financial institutions acceptable to Agent for the collection or servicing of the Receivables and proceeds of the Collateral and Agent shall have entered into control agreements with the applicable financial institutions in form and substance satisfactory to Agent with respect to such Blocked Accounts;

(f) [Reserved];

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(g) Financial Condition Certificates. Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1(g).

(h) Closing Certificate. Agent shall have received a closing certificate signed by a Financial Officer of the Borrowing Agent dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) on such date no Default or Event of Default has occurred or is continuing;

(i) Borrowing Base. Agent shall have received evidence from Borrowers that the aggregate amount of Eligible Receivables is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date;

(j) Undrawn Availability. After giving effect to the initial Advances hereunder, Borrowers shall have Undrawn Availability of at least $22,000,000;

(k) [Reserved];

(l) [Reserved];

(m) [Reserved];

(n) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by this Agreement, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;

(o) [Reserved];

(p) Secretary’s Certificates, Authorizing Resolutions and Good Standings of Borrowers. Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the Closing Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing (x) the execution, delivery and performance of this Agreement, the Notes and each Other Document to which such Borrower is a party (including authorization of the incurrence of indebtedness, borrowing of Revolving Advances, Swing Loans, and Term Loans and requesting of Letters of Credit on a joint and several basis with all Borrowers as provided for herein), and (y) the granting by such Borrower of the security interests in and liens upon the Collateral to secure all of the joint and several Obligations of Borrowers (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Agreement and the Other Documents,

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(iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization and each jurisdiction in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such applicable jurisdiction;

(q) [Reserved];

(r) Legal Opinion. Agent shall have received the executed legal opinion of Milbank LLP, Jones Walker LLP and McAfee & Taft A Professional Corporation in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Agreement, the Notes, the Other Documents, and related agreements as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

(s) No Litigation. No litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against any Borrower or against the officers or directors of any Borrower (A) in connection with this Agreement, the Other Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Agent, is deemed material or (B) which could, in the reasonable opinion of Agent, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Borrower or the conduct of its business or inconsistent with the due consummation of the Transactions shall have been issued by any Governmental Body;

(t) Collateral Examination. Agent shall have completed Collateral examinations and received appraisals, the results of which shall be satisfactory in form and substance to Agent, of the Receivables and equipment of each Borrower and all books and records in connection therewith;

(u) Fees. Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing Date hereunder, including pursuant to Article III hereof and the Fee Letter;

(v) Pro Forma Financial Statements. Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Agent;

(w) Insurance. Agent shall have received in form and substance satisfactory to Agent, (i) evidence that adequate insurance, including without limitation, casualty and liability insurance, required to be maintained under this Agreement is in full force and effect, (ii) insurance certificates issued by Borrowers’ insurance broker containing such information regarding Borrowers’ casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured, lenders loss payee and/or mortgagee, as applicable, and (iii) loss payable endorsements issued by Borrowers’ insurer naming Agent as lenders loss payee and mortgagee, as applicable;

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(x) [Reserved];

(y) Prior Indebtedness. A payoff letter from Credit Suisse AG, in form and substance satisfactory to Agent, together with such Uniform Commercial Code termination statements, releases of mortgage Liens and other instruments, documents and/or agreements necessary or appropriate to terminate any Liens in favor of Credit Suisse AG securing the prior indebtedness which is to be indefeasibly paid in full on or prior to the Closing Date, as Agent may request, duly executed and in recordable form, if applicable, and otherwise in form and substance satisfactory to Agent;

(z) Payment Instructions. Agent shall have received written instructions from Borrowing Agent directing the application of proceeds of the initial Advances made pursuant to this Agreement;

(aa) Consents. Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall deem necessary;

(bb) No Adverse Material Change. (i) Since December 31, 2019, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect;

(cc) [Reserved];

(dd) Compliance with Laws. Agent shall be reasonably satisfied that each Borrower is in compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Anti-Terrorism Laws;

(ee) Certificate of Beneficial Ownership; USA Patriot Act Diligence. Agent and each Lender shall have received, in form and substance acceptable to Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and

(ff) Other. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Transactions shall be satisfactory in form and substance to Agent and its counsel.

8.2 Conditions to Each Advance. The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

(a) First Revolving Advance. Prior to funding the initial Revolving Advance after the Closing Date, Agent and the Lenders holding the Revolving Commitment shall have received the bankruptcy, judgment, litigation and tax lien searches in respect of each Borrower’s chief executive office location, each of which results shall be satisfactory to Agent in its Permitted Discretion;

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(b) Representations and Warranties. Each of the representations and warranties made by any Borrower in or pursuant to this Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement, the Other Documents or any related agreement shall be true and correct in all respects on and as of such date as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date);

(c) No Default. No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the Advances requested to be made, on such date; provided, however that Agent, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that any Advances so made shall not be deemed a waiver of any such Event of Default or Default; and

(d) Maximum Advances. In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement.

Each request for an Advance by any Borrower hereunder shall constitute a representation and warranty by each Borrower as of the date of such Advance that the conditions contained in this subsection shall have been satisfied.

IX. INFORMATION AS TO BORROWERS.

Each Borrower shall, or (except with respect to Section 9.11) shall cause Borrowing Agent on its behalf to, until satisfaction in full of the Obligations and the termination of this Agreement:

9.1 Disclosure of Material Matters. Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectability of any portion of the Collateral, including any Borrower’s reclamation or repossession of, or the return to any Borrower of, a material amount of goods or claims or disputes asserted by any Customer or other obligor or any Lien, other than any Permitted Encumbrance, placed upon or asserted against any Borrower or any Collateral.

9.2 Schedules. Deliver to Agent (i) on or before the thirtieth (30^th) day of each month as and for the prior month (a) accounts receivable agings inclusive of reconciliations to the general ledger in form and substance satisfactory to Agent in its Permitted Discretion, (b) accounts payable schedules inclusive of reconciliations to the general ledger in form and substance satisfactory to Agent in its Permitted Discretion, (c) an updated Aircraft Collateral Certificate, and (d) a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement), and (ii) during a Dominion Trigger Period, on or before Friday of each such week, a sales report / roll forward for the prior week. In addition, each Borrower will deliver to Agent at such intervals as Agent may require: (i) confirmatory assignment

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schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent and executed by each Borrower and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and any Borrower’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Agent, the items to be provided under this Section 9.2 shall be delivered to Agent by the specific method of Approved Electronic Communication designated by Agent.

9.3 Environmental Reports. In the event any Borrower has delivered a Mortgage to Agent, for the benefit of itself and Lenders: Promptly notify Agent in writing of its receipt of any notice of any Release or threat of Release of any Hazardous Materials at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”), any notification that it is potentially responsible for investigation or cleanup of environmental conditions at the Real Property, or any demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or the operations or the business (any of the foregoing is referred to herein as an “Environmental Complaint”) from any Person, including any Governmental Body. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Collateral and is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto.

9.4 Litigation. Promptly notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting any Borrower, any Guarantor or any of their Subsidiaries, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably be expected to have a Material Adverse Effect.

9.5 Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (i) any Event of Default or Default; (ii) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Borrower as of the date of such statements; (iii) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (iv) each and every default by any Borrower which might result in the acceleration of the maturity of any Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (v) the occurrence of a termination of, or the receipt by the Borrower of any notice of the termination of any one or more Material Contract of any Loan Party and (vi) any other development in the business or affairs of any Borrower, any Guarantor or any of their Subsidiaries, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

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9.6 [Reserved].

9.7 Annual Financial Statements. Furnish Agent within 120 days after the end of each fiscal year of Borrowers, financial statements of Borrowers on a Consolidated Basis including, but not limited to, statements of income and stockholders’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory to Agent (the “Accountants”). In addition, the reports shall be accompanied by a Compliance Certificate.

9.8 Quarterly Financial Statements. Furnish Agent within forty-five (45) days after the end of each fiscal quarter, (i) an unaudited balance sheet of Borrowers on a Consolidated Basis and unaudited statements of income and stockholders’ equity and cash flow of Borrowers on a Consolidated Basis and (ii) a consolidated report of revenue by each segment (i.e. health, aviation and international) of the Borrowers’ business, in each case, reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Borrowers’ business operations and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. The reports shall be accompanied by a Compliance Certificate.

9.9 Monthly Financial Statements. If any Revolving Advances are outstanding, furnish Agent within thirty (30) days after the end of each month (other than for the months of March, June, September and December which shall be delivered in accordance with Sections 9.7 and 9.8 as applicable), an unaudited balance sheet of Borrowers on a Consolidated Basis and unaudited statements of income and cash flow of Borrowers on a Consolidated Basis reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Borrowers’ business operations and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

9.10 Other Reports. At Agent’s request, furnish Agent as soon as available, but in any event within ten (10) days after the issuance or receipt thereof, with copies of such financial statements, reports and returns as each Borrower shall send to its stockholders or members, as applicable.

9.11 Additional Information. Furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Notes have been complied with by Borrowers including, without the necessity of any request by Agent, (a) copies of all material environmental audits and reviews, (b) prior written notice of any Borrower’s opening of any new chief executive office or any Borrower’s closing of any existing chief executive office, and (c) promptly upon any Borrower’s learning thereof, notice of any material labor dispute to which any Borrower may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any material labor contract to which any Borrower is a party or by which any Borrower is bound.

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9.12 Projected Operating Budget. Furnish Agent, no later than thirty (30) days after the beginning of each Borrower’s fiscal years commencing with fiscal year 2021, a month by month projected operating budget and cash flow of Borrowers on a Consolidated Basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the Financial Officer of each Borrower to the effect that such projections have been prepared based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein; it being understood that (i) actual results may vary from such projections and that such variances may be material and (ii) no representation is made with respect to information of an industry specific or general economic nature.

9.13 Variances From Operating Budget. During an Event of Default under Section 10.5, at Agent’s request, furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.9, a written report summarizing all material variances from budgets submitted by Borrowers pursuant to Section 9.12 and a discussion and analysis by management with respect to such variances.

9.14 Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination of any Consent issued to any Borrower or any of its Subsidiaries by any Governmental Body or any other Person that is material to the operation of any Borrower’s business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by any Borrower, any Guarantor or any of their Subsidiaries with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any Borrower or any Guarantor, or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which specifically relate to any Borrower or any Guarantor.

9.15 ERISA Notices and Requests. Furnish Agent with immediate written notice in the event that any Borrower or any of its Subsidiaries knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Borrower or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto.

9.16 Healthcare Matters. Within five (5) Business Days, notify Agent in writing upon the occurrence of: (i) a voluntary disclosure by any Borrower or any Subsidiary of any Borrower to the Office of the Inspector General of the United States Department of Health and Human Services, any Government Reimbursement Program (including to any intermediary, carrier or contractor of such program), of an actual or potential overpayment matter involving the submission of claims to a Government Reimbursement Program in an amount greater than $1,000,000; (ii) any Borrower or any Subsidiary of any Borrower, an owner, officer, manager, employee or Person

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with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower or any Subsidiary of any Borrower: (a) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (b) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (c) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (d) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq.; (iii) receipt by any Borrower or any Subsidiary of any Borrower of any written notice or communication from an accrediting organization that such Person is in danger of losing its accreditation due to a failure to comply with a plan of correction; (iv) any validation review, program integrity review or material reimbursement audits related to any Borrower or any Subsidiary of any Borrower in connection with any Third Party Payor reimbursement program; (v) any claim to recover any alleged overpayments with respect to any Receivables, or any notice of any fees of any Borrower or any Subsidiary of any Borrower being contested or disputed, in each case, in excess of $1,000,000; (vi) notice of any material reduction in the level of reimbursement expected to be received with respect to Receivables; (vii) any allegations of material licensure violations or fraudulent acts or omissions involving any Borrower or any Subsidiary of any Borrower; (viii) any changes in any Healthcare Law (including the adoption of a new Healthcare Law) known to any Borrower or any Subsidiary or any Borrower that would reasonably be expected to have a Material Adverse Effect; (ix) notice of any Borrower’s or any of their Subsidiaries’ fees in excess of $1,000,000 being contested or disputed; (x) any pending or threatened revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Healthcare Authorization; and (xi) notice of the occurrence of any reportable event as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which any Borrower or any Subsidiary of any Borrower has to make a submission to any Governmental Body or other Person under the terms of such agreement, if any.

9.17 Additional Documents. Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

9.18 Updates to Certain Schedules. Deliver to Agent promptly as shall be required to maintain the related representations and warranties as true and correct, updates to Schedules 4.4 (Locations of equipment and Inventory), 5.9 (Intellectual Property, Source Code Escrow Agreements), 5.24 (Equity Interests), 5.25 (Commercial Tort Claims), and 5.26 (Letter-of-Credit Rights); provided, that absent the occurrence and continuance of any Event of Default, Borrower shall only be required to provide such updates on a quarterly basis in connection with delivery of a Compliance Certificate with respect to the applicable fiscal quarter. Any such updated Schedules delivered by Borrowers to Agent in accordance with this Section 9.18 shall automatically and immediately be deemed to amend and restate the prior version of such Schedule previously delivered to Agent and attached to and made part of this Agreement.

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9.19 Financial Disclosure. Each Borrower hereby irrevocably authorizes and directs all accountants and auditors employed by such Borrower at any time during the Term to exhibit and deliver to Agent and each Lender copies of any of such Borrower’s financial statements, trial balances or other accounting records of any sort in the accountant’s or auditor’s possession, and to disclose to Agent and each Lender any information such accountants may have concerning such Borrower’s financial status and business operations. Each Borrower hereby authorizes all Governmental Bodies to furnish to Agent and each Lender copies of reports or examinations relating to such Borrower, whether made by such Borrower or otherwise; however, Agent and each Lender will attempt to obtain such information or materials directly from such Borrower prior to obtaining such information or materials from such accountants or Governmental Bodies.

X. EVENTS OF DEFAULT.

The occurrence of any one or more of the following events shall constitute an “Event of Default”:

10.1 Nonpayment. Failure by any Borrower to pay (a) any principal on the Obligations (including without limitation pursuant to Section 2.9) when due, or (b) any interest on the Obligations (including without limitation pursuant to Section 2.9) and any other fee, charge, amount or liability provided for herein or in any Other Document within three (3) Business Days of when such payments are due and owing.

10.2 Breach of Representation. Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been incorrect or misleading in any material respect on the date when made or deemed to have been made;

10.3 Financial Information. Failure by any Borrower to (i) furnish financial information when due or when requested, or (ii) permit the inspection of its books or records or access to its premises for audits and appraisals in accordance with the terms hereof;

10.4 Judicial Actions. Issuance of a notice of Lien, levy, assessment, injunction or attachment (a) against any Borrower’s Inventory or Receivables or (b) against a material portion of any Borrower’s other property which is not stayed or lifted within thirty (30) days; in each case, involving amounts in excess of $5,000,000;

10.5 Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii), (i) except as set forth in Section 10.5(iii) below, failure or neglect of any Loan Party or its Subsidiaries to perform, keep or observe any term, provision, condition, covenant contained in Article IV, Article VI, Article VII, or Article IX of this Agreement, (ii) failure or neglect of any Loan Party or its Subsidiaries or any Person to perform, keep or observe any term, provision, condition, covenant contained in any Other Document (other than this Agreement) or any other agreement or arrangement, now or hereafter entered into between any Loan Party or its Subsidiaries or such Person, and Agent or any Lender which is not cured within thirty (30) days from such failure or neglect, or (iii) failure or neglect of any Borrower to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.5, 4.10, 4.14, 6.1, 6.3, 6.6, 6.8, 6.9, 6.11, 9.4, 9.10, 9.11, 9.13, 9.17 or 9.19 hereof which is not cured within twenty (20) days from the occurrence of such failure or neglect;

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10.6 Judgments. Any (a) final non-appealable judgment or judgments, writ(s), order(s) or decree(s) for the payment of money are rendered against any Loan Party or any of its Subsidiaries for an aggregate amount in excess of $10,000,000 or against all Loan Parties and their Subsidiaries for an aggregate amount in excess of $10,000,000 and (b) (i) action shall be legally taken by any judgment creditor to levy upon assets or properties of any Loan Party or any of its Subsidiaries to enforce any such judgment or (ii) such judgment shall remain undischarged for a period of ninety (90) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect;

10.7 Bankruptcy. Any Borrower, any Guarantor, any Subsidiary or Affiliate of any Borrower shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy or receivership laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent (including by entry of any order for relief in any involuntary bankruptcy or insolvency proceeding commenced against it), (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

10.8 Material Adverse Effect. The occurrence of a Material Adverse Effect;

10.9 Lien Priority. Any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest (subject only to Permitted Encumbrances that have priority as a matter of Applicable Law to the extent such Liens only attach to Collateral other than Receivables or Inventory);

10.10 Exclusion Event. There occurs an Exclusion Event which (i) after taking such steps as such Borrower determines to mitigate the impact thereof is not mitigated within thirty (30) days and (ii) after the expiration of such mitigation period, such Exclusion Event has or could reasonably be expected to have a Material Adverse Effect;

10.11 Cross Default. Any specified “event of default” under any Indebtedness (other than the Obligations) of any Borrower or any of its Subsidiaries with a then-outstanding principal balance (or, in the case of any Indebtedness not so denominated, with a then-outstanding total obligation amount) of $10,000,000 or more, or any other event or circumstance which would permit the holder of any such Indebtedness of any Borrower or any of its Subsidiaries to accelerate such Indebtedness (and/or the obligations of Borrower or any of its Subsidiaries thereunder) prior to the scheduled maturity or termination thereof, shall occur (regardless of whether the holder of such Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Indebtedness);

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10.12 Breach of Guaranty or Pledge Agreement. Termination or breach of any Guaranty, Guarantor Security Agreement, Pledge Agreement or similar agreement executed and delivered to Agent in connection with the Obligations of any Borrower, or if any Guarantor or pledgor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty, Guarantor Security Agreement, Pledge Agreement or similar agreement;

10.13 Change of Control. Any Change of Control shall occur;

10.14 Invalidity. Any material provision of this Agreement or any Other Document shall, for any reason, cease to be valid and binding on any Loan Party or any of its Subsidiaries, or any Loan Party or any of its Subsidiaries shall so claim in writing to Agent or any Lender or any Borrower challenges the validity of or its liability under this Agreement or any Other Document;

10.15 Seizures. Any (a) portion of the Collateral valued in excess of $5,000,000 shall be seized, subject to garnishment or taken by a Governmental Body, or any Loan Party or any of its Subsidiaries, or (b) the title and rights of any Loan Party of any of its Subsidiaries which is the owner of any material portion of the Collateral valued in excess of $10,000,000 shall have become the subject matter of claim, litigation, suit, garnishment or other proceeding which might, in the opinion of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents;

10.16 Use of Proceeds. Any representation or warranty contained in Section 16.18(c) is or becomes false or misleading at any time; and

10.1610.17 Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, any Borrower or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or the occurrence of any Termination Event.; and

10.17 Anti-Money Laundering/International Trade Law Compliance. Any representation, warranty or covenant contained in Sections 5.35, 5.36, 6.21, 7.21 and 7.22 is or becomes false or misleading at any time.

XI. LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.

11.1 Rights and Remedies.

(a) Upon the occurrence of: (i) an Event of Default pursuant to Section 10.7 (other than Section 10.7(vii)), all Obligations shall be immediately due and payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated, (ii) any of the other Events of Default and at any time thereafter, at the option of Agent or at the direction of Required Lenders all Obligations shall be immediately due and payable and Agent or Required Lenders shall have the right to terminate this Agreement and to terminate, in whole or in part (including by a reduction in the Revolving Commitments), the obligation of Lenders to make Advances; and (iii) without limiting Section 8.2 hereof, any Default under Sections 10.7(vii) hereof, the obligation of Lenders to make Advances hereunder shall be suspended until such time

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as such involuntary petition shall be dismissed. Upon the occurrence of any Event of Default, Agent shall have the right to exercise any and all rights and remedies provided for herein, under the Other Documents, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Agent may enter any of any Borrower’s premises or other premises without legal process and without incurring liability to any Borrower therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Borrowers to make the Collateral available to Agent at a convenient place. With or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Borrowers reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid (including credit bid) for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by each Borrower. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of each Borrower’s (a) Intellectual Property which is used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, Borrowers shall remain liable to Agent and Lenders therefor.

(b) To the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Borrower acknowledges and agrees that it is not commercially unreasonable for Agent: (i) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral; (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to contact other Persons, whether or not in the same business as any Borrower, for expressions of interest in acquiring all or any portion of such Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose

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of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Borrower acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to grant any rights to any Borrower or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

11.2 Agent’s Discretion. Agent shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify, which procedures, timing and methodologies to employ, and what any other action to take with respect to any or all of the Collateral and in what order, thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder as against Borrowers or each other.

11.3 Setoff. Subject to Section 14.13, in addition to any other rights which Agent or any Lender may have under Applicable Law, upon the occurrence of an Event of Default hereunder, Agent and such Lender shall have a right, immediately and without notice of any kind, to apply any Borrower’s property held by Agent and such Lender or any of their Affiliates to reduce the Obligations and to exercise any and all rights of setoff which may be available to Agent and such Lender with respect to any deposits held by Agent or such Lender. Notwithstanding anything to the contrary set forth in this Agreement, Agent waives any right of set off of funds on deposit in any Government Lockbox Account or any Government Lockbox against the Obligations under this Agreement except to the extent otherwise permitted under Applicable Law.

11.4 Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any rights or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative.

11.5 Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, subject to the Agreement Among Lenders, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows:

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FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and the Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Collateral under or pursuant to the terms of this Agreement;

SECOND, to payment of any fees owed to Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement;

FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans;

FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans;

SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above);

SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities) (including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof).

EIGHTH, to all other Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SEVENTH” above;

NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “EIGHTH”; and

TENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Subject to the Agreement Among Lenders, in carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, and “EIGHTH” above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party

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under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that

to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, and “NINTH” above in the manner provided in this Section 11.5.

XII. WAIVERS AND JUDICIAL PROCEEDINGS.

12.1 Waiver of Notice. Each Borrower hereby waives notice of non-payment of any of the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

12.2 Delay. No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.

12.3 Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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XIII. EFFECTIVE DATE AND TERMINATION.

13.1 Term. This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until October 2, 2023 (the “Term”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon thirty (30) days prior written notice to Agent upon payment in full of the Obligations. In the event the Obligations are prepaid in full (whether voluntary or involuntary, including after acceleration thereof) and the Credit Agreement is terminated prior to the last day of the Term (the date of such prepayment hereinafter referred to as the “Early Termination Date”), Borrowers shall concurrently pay to Agent, for the ratable benefit of Lenders based on such Lender’s Revolving Commitment Amount and Term Loan Commitment Amount, collectively, an early termination fee in an amount equal to (x) two percent (2.00%) of the Maximum Loan Amount if the Early Termination Date occurs on or after the Closing Date to and including the date of the first anniversary of the Closing Date, (y) one percent (1.00%) of the Maximum Loan Amount if the Early Termination Date occurs after the first anniversary of the Closing Date to and including the date of the second anniversary of the Closing Date, and (z) zero percent (0%) of the Maximum Loan Amount if the Early Termination Date occurs after the second anniversary of the Closing Date.

13.2 Termination. The termination of the Agreement shall not affect Agent’s or any Lender’s rights, or any of the Obligations having their inception prior to the effective date of such termination or any Obligations which pursuant to the terms hereof continue to accrue after such date, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created and Obligations have been fully and indefeasibly paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers’ Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of each Borrower have been indefeasibly paid and performed in full after the termination of this Agreement or each Borrower has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders with respect thereto. Accordingly, each Borrower waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Borrower, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are indefeasibly paid and performed in full.

XIV. REGARDING AGENT.

14.1 Appointment. Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the Other Documents. Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in Sections 2.8(b) and 3.4 and in the Fee

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Letter), charges and collections received pursuant to this Agreement, for the ratable benefit of Lenders. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Note) Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Required Lenders, and such instructions shall be binding; provided, however, that Agent shall not be required to take any action which, in Agent’s discretion, exposes Agent to liability or which is contrary to this Agreement or the Other Documents or Applicable Law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.

14.2 Nature of Duties. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any Borrower or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of any Borrower to perform its obligations hereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of any Borrower. The duties of Agent as respects the Advances to Borrowers shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or the transactions described herein except as expressly set forth herein.

14.3 Lack of Reliance on Agent. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Borrower and each Guarantor in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Borrower and each Guarantor. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower or any Guarantor, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the financial condition or prospects of any Borrower, or the existence of any Event of Default or any Default.

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14.4 Resignation of Agent; Successor Agent. Agent may resign on sixty (60) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly designate a successor Agent reasonably satisfactory to Borrowers (provided that no such approval by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Aircraft Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

14.5 Certain Rights of Agent. If Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of Required Lenders.

14.6 Reliance. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, email, facsimile, telex, teletype or telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder, upon advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.

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14.7 Notice of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Other Documents, unless Agent has received notice from a Lender or Borrowing Agent referring to this Agreement or the Other Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to Lenders. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders.

14.8 Indemnification. To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

14.9 Agent in its Individual Capacity. With respect to the obligation of Agent to lend under this Agreement, the Advances made by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent specified herein; and the term “Lender” or any similar term shall, unless the context clearly otherwise indicates, include Agent in its individual capacity as a Lender. Agent may engage in business with any Borrower as if it were not performing the duties specified herein, and may accept fees and other consideration from any Borrower for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

14.10 Delivery of Documents. To the extent Agent receives financial statements required under Sections 9.7, 9.8, 9.9, 9.12 and 9.13 or Borrowing Base Certificates from any Borrower pursuant to the terms of this Agreement which any Borrower is not obligated to deliver to each Lender, Agent will promptly furnish such documents and information to Lenders.

14.11 Borrowers’ Undertaking to Agent. Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

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14.12 No Reliance on Agent’s Customer Identification Program. To the extent the Advances or this Agreement is, or becomes, syndicated in cooperation with other Lenders, each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of Borrowers, their Affiliates or their agents, the Other Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such Anti-Terrorism Laws.

14.13 Other Agreements. Each of the Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any amounts owing by such Lender to any Borrower or any deposit accounts of any Borrower now or hereafter maintained with such Lender. Anything in this Agreement to the contrary notwithstanding, each of the Lenders further agrees that it shall not, unless specifically requested to do so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents shall be taken in concert and at the direction or with the consent of Agent or Required Lenders.

14.14 Erroneous Payments.

(a) If the Agent notifies a Lender, Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or Secured Party (any such Lender, Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuer, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided that, without limiting any other rights or remedies (whether at law or in equity), the Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within ninety (90) days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender, Issuer or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Agent the

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amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of the Effective Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice from the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender, Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or Secured Party hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in an amount different than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such, prepayment or repayment (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, Issuer or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) In the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender, Issuer or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 14.14(b).

(c) Each Lender, Issuer or Secured Party hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuer or Secured Party under any Other Document, or otherwise payable or distributable by the Agent to such Lender, Issuer or Secured Party from any source, against any amount due to the Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (a), from any Lender or Issuer that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender or Issuer at any time, (i) such Lender or Issuer shall be deemed to have assigned its loans (but not its commitments) with respect to which such Erroneous Payment was made

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(the “Erroneous Payment Impacted Loans”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the loans (but not commitments) of the Erroneous Payment Impacted Loans, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Borrowers) deemed to execute and deliver an assignment and assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuer shall deliver any Notes evidencing such loans to the Borrowers or the Agent, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuer shall cease to be a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable commitments which shall survive as to such assigning Lender or assigning Issuer and (iv) the Agent may reflect in the Register its ownership interest in the loans subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuer shall be reduced by the net proceeds of the sale of such loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender or Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the commitments of any Lender or Issuer and such commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold a loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuer or Secured Party under the Other Documents with respect to such Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the Borrowers or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation, waiver of any defense based on “discharge for value” or any similar doctrine.

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(g) Each party’s obligations under this Section 14.14 shall survive the resignation or replacement of the Agent, the termination of all of the commitments and/or repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Other Document.

XV. BORROWING AGENCY.

15.1 Borrowing Agency Provisions.

(a) Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity, whether verbally, in writing or through electronic methods (including, without limitation, an Approved Electronic Communication) to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name such Borrower or Borrowers, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.

(b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Neither Agent nor any Lender shall incur liability to Borrowers as a result thereof. To induce Agent and Lenders to do so and in consideration thereof, each Borrower hereby indemnifies Agent and each Lender and holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to this Section 15.1 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

(c) All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Agent or any Lender to any Borrower, failure of Agent or any Lender to give any Borrower notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against any Borrower, the release by Agent or any Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any Lender to the other Borrowers or any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses.

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15.2 Waiver of Subrogation. Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or any other Person directly or contingently liable for the Obligations hereunder, or against or with respect to any other Borrowers’ property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until termination of this Agreement and repayment in full of the Obligations.

15.3 Common Enterprise. The successful operation and condition of each of the Borrowers is dependent on the continued successful performance of the functions of the group of Borrowers as a whole and the successful operation of each Borrower is dependent on the successful performance and operation of each other Borrower. Each of the Borrowers expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from successful operations of the Borrowers. Each Borrower expects to derive benefit (and the boards of directors or other governing body of each such Borrower have determined that it may reasonably be expected to derive benefit), directly and indirectly, from the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Borrower has determined that execution, delivery, and performance of this Agreement and any Other Documents to be executed by such Borrower is within its corporate purpose, will be of direct and indirect benefit to such Borrower, and is in its best interest.

XVI. MISCELLANEOUS.

16.1 Governing Law. This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York. Any judicial proceeding brought by or against any Borrower with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Agreement, each Borrower accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Borrower hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 16.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Agent’s option, by service upon Borrowing Agent which each Borrower irrevocably appoints as such Borrower’s Agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against any Borrower in the courts of any other jurisdiction. Each Borrower waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Borrower waives the right to

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remove any judicial proceeding brought against such Borrower in any state court to any federal court. Any judicial proceeding by any Borrower against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of New York, State of New York.

16.2 Entire Understanding.

(a) THIS AGREEMENT AND THE DOCUMENTS EXECUTED CONCURRENTLY HEREWITH CONTAIN THE ENTIRE UNDERSTANDING BETWEEN EACH BORROWER, AGENT AND EACH LENDER AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. ANY PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED AND HEREINAFTER MADE SHALL HAVE NO FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY EACH BORROWER’S, AGENT’S AND EACH LENDER’S RESPECTIVE OFFICERS. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged. Notwithstanding the foregoing, Agent may modify this Agreement or any of the Other Documents for the purposes of completing missing content or correcting erroneous content of an administrative nature, without the need for a written amendment, provided that the Agent shall send a copy of any such modification to the Borrowers and each Lender (which copy may be provided by electronic mail). Each Borrower acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.

(b) Subject to the Agreement Among Lenders, Required Lenders, Agent with the consent in writing of Required Lenders, and Borrowers may, subject to the provisions of this Section 16.2(b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents executed by Borrowers, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Borrowers thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, no such supplemental agreement shall:

(i) increase the Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, or the maximum dollar amount of the Revolving Commitment Amount or the Term Loan Commitment Amount, as applicable, of any Lender without the consent of such Lender directly affected thereby;

(ii) whether or not any Advances are outstanding, extend the Term or the time for payment of principal or interest of any Advance (excluding the due date of any mandatory prepayment of an Advance), or any fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Advances or reduce any fee payable to any Lender, without the consent of each Lender directly affected thereby (except that Required Lenders may elect to waive or rescind any imposition of the Default Rate under Section 3.1 or of default rates of Letter of Credit fees under Section 3.2 (unless imposed by Agent));

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(iii) alter, amend or modify the provisions of Section 2.20 or the definition of the term “Order of Aircraft Proceeds Application” without the consent of all Lenders;

(iv) alter the definition of the term Required Lenders or alter, amend or modify this Section 16.2(b) without the consent of all Lenders;

(v) alter, amend or modify the provisions of Section 11.5 without the consent of all Lenders;

(vi) [reserved];

(vii) change the rights and duties of Agent without the consent of all Lenders;

(viii) subject to clause (e) below, permit any Revolving Advance to be made if after giving effect thereto the total of Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (60) consecutive Business Days or exceed one hundred and ten percent (110%) of the Formula Amount without the consent of all Lenders holding a Revolving Commitment;

(ix) increase the Advance Rates above the Advance Rates in effect on the Closing Date without the consent of all Lenders holding a Revolving Commitment; or

(x) release any Guarantor or Borrower without the consent of all Lenders.

(c) Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrowers, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon.

(d) In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and such consent is denied, then Agent may, at its option, require such Lender to assign its interest in the Advances to Agent or to another Lender or to any other Person designated by Agent (the “Designated Lender”), for a price equal to (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event Agent elects to require any Lender to assign its interest to Agent or to the Designated Lender, Agent will so notify such Lender in writing within forty five (45) days following such Lender’s denial, and such Lender will assign its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, Agent or the Designated Lender, as appropriate, and Agent.

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(e) Notwithstanding (i) the existence of a Default or an Event of Default, (ii) that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, Agent may at its discretion and without the consent of any Lender, voluntarily permit the outstanding Revolving Advances at any time to exceed the Formula Amount by up to ten percent (10%) of the Formula Amount for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”). If Agent is willing in its sole and absolute discretion to permit such Out-of-Formula Loans, Lenders holding the Revolving Commitments shall be obligated to fund such Out-of-Formula Loans in accordance with their respective Revolving Commitment Percentages, and such Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate for Revolving Advances consisting of Domestic Rate Loans; provided that, if Agent does permit Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a) nor shall any Lender be obligated to fund Revolving Advances in excess of its Revolving Commitment Amount. For purposes of this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be either “Eligible Receivables”, as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence. To the extent any Out-of-Formula Loans are not actually funded by the other Lenders as provided for in this Section 16.2(e), Agent may elect in its discretion to fund such Out-of-Formula Loans and any such Out-of-Formula Loans so funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

(f) In addition to (and not in substitution of) the discretionary Revolving Advances permitted above in this Section 16.2, Agent is hereby authorized by Borrowers and Lenders, at any time in Agent’s sole discretion, regardless of (i) the existence of a Default or an Event of Default, (ii) whether any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, to make Revolving Advances (“Protective Advances”) to Borrowers on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement (the “Protective Advances”). Lenders holding the Revolving Commitments shall be obligated to fund such Protective Advances and effect a settlement with Agent therefor upon demand of Agent in accordance with their respective Revolving Commitment Percentages. To the extent any

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Protective Advances are not actually funded by the other Lenders as provided for in this Section 16.2(f), any such Protective Advances funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

16.3 Successors and Assigns; Participations; New Lenders.

(a) This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, each Lender, all future holders of the Obligations and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights or obligations under this Agreement (including, in each case, by way of an LLC Division) without the prior written consent of Agent and each Lender.

(b) Each Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Advances to other Persons (each such transferee or purchaser of a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that (i) Borrowers shall not be required to pay to any Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder unless the sale of the participation to such Participant is made with Borrower’s prior written consent, and (ii) in no event shall Borrowers be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Participant as security for the Participant’s interest in the Advances.

(c) Any Lender, with the consent of Agent, may sell, assign or transfer all or any part of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to one or more additional Persons and one or more additional Persons may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of not less than $5,000,000, pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording , provided, however, that 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 with respect to each of the Revolving Advances and/or Term Loans under this Agreement in which such Lender has an interest. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the

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Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Each Borrower hereby consents to the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing; provided, however, that the consent of Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Permitted Assignee.

(d) Any Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may directly or indirectly sell, assign or transfer all or any portion of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that (i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender, each a “Transferee” and collectively the “Transferees”), pursuant to a Commitment Transfer Supplement modified as appropriate to reflect the interest being assigned (“Modified Commitment Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender, and Agent as appropriate and delivered to Agent for recording. Upon such execution and delivery, from and after the transfer effective date determined pursuant to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder shall be a party hereto and, to the extent provided in such Modified Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment Transfer Supplement, be released from its obligations under this Agreement, the Modified Commitment Transfer Supplement creating a novation for that purpose. Such Modified Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing CLO. Each Borrower hereby consents to the addition of such Purchasing CLO. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing; provided, however, that the consent of Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Permitted Assignee.

(e) Agent shall maintain at its address a copy of each Commitment Transfer Supplement and Modified Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Lender and the outstanding principal, accrued and unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, Agent and Lenders shall

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treat each Person whose name is recorded in the Register as the owner of the Advance recorded therein for the purposes of this Agreement; provided that no Lender shall have any obligation to disclose all or any portion of the Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The Register shall be available for inspection by Borrowing Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a fee in the amount of $3,500 payable by the applicable Purchasing Lender and/or Purchasing CLO upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO.

(f) Each Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of such Borrower.

(g) Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time and from time to 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 any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

16.4 Application of Payments. Agent shall have the continuing and exclusive right to apply or reverse and re-apply any payment and any and all proceeds of Collateral to any portion of the Obligations. To the extent that any Borrower makes a payment or Agent or any Lender receives any payment or proceeds of the Collateral for any Borrower’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent or such Lender.

16.5 Indemnity. Each Borrower shall defend, protect, indemnify, pay and save harmless Agent, Issuer, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents (each an “Indemnified Party”) for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel (including allocated costs of internal counsel)) (collectively, “Claims”) which may be imposed on, incurred by, or asserted against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect, of: (i) this Agreement, the Other Documents, the Advances and other Obligations and/or the transactions contemplated hereby including the Transactions, (ii) any action or failure to act or action taken only after delay or the

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satisfaction of any conditions by any Indemnified Party in connection with and/or relating to the negotiation, execution, delivery or administration of the Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions contemplated hereby including the Transactions, (iii) any Borrower’s or any Guarantor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Other Documents, (iv) the enforcement of any of the rights and remedies of Agent, Issuer or any Lender under the Agreement and the Other Documents, (v) any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, and (vi) any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality, any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith (solely in the case of such Indemnified Party that is a Lender or its Affiliates, director, officer, employee agent, trustee or investment advisor) or willful misconduct of such Indemnified Party. Without limiting the generality of any of the foregoing, each Borrower shall defend, protect, indemnify, pay and save harmless each Indemnified Party from (x) any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and (y) any Claims imposed on, incurred by, or asserted against any Indemnified Party under any Environmental Laws with respect to or in connection with any Hazardous Discharge or presence of any Hazardous Materials on, in, from or under the Real Property, including any Claims consisting of or relating to the imposition or assertion of any Lien on any of the Real Property under any Environmental Laws, except to the extent such Claim is attributable to any Hazardous Discharge or presence resulting from gross negligence, willful misconduct or actions on the part of Agent or any Lender. Borrowers’ obligations under this Section 16.5 shall arise upon the discovery of the presence of any Hazardous Materials at the Real Property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials, in each such case except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

16.6 Notice. Any notice or request hereunder may be given to Borrowing Agent or any Borrower or to Agent or any Lender at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 16.6 only, a “Notice”) to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a website to which Borrowers are directed (an “Internet Posting”) if Notice of such Internet Posting (including the information necessary to access such site) has previously been delivered to the

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applicable parties hereto by another means set forth in this Section 16.6) in accordance with this Section 16.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 16.6 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 16.6. Any Notice shall be effective:

(a) In the case of hand-delivery, when delivered;

(b) If given by mail, four (4) days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(c) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, an Internet Posting or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business Day);

(d) In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(e) In the case of electronic transmission, when actually received;

(f) In the case of an Internet Posting, upon delivery of a Notice of such posting (including the information necessary to access such site) by another means set forth in this Section 16.6; and

(g) If given by any other means (including by overnight courier), when actually received.

Any Lender giving a Notice to Borrowing Agent or any Borrower shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Lenders of its receipt of such Notice.

(A) If to Agent or PNC at:

PNC Bank, National Association

2100 Ross Avenue, Suite 1850

Dallas, Texas 75201

Attention:   Relationship Manager (PHI Group)

Telephone:  (214) 871-1268

Facsimile:  (214) 871-2015

with a copy to:

PNC Bank, National Association

PNC Agency Services

PNC Firstside Center

500 First Avenue (Mailstop: P7-PFSC-04-1)

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Pittsburgh, Pennsylvania 15219

Attention: Lori Killmeyer

Telephone: (412) 807-7002

Facsimile: (412) 762-8672

with an additional copy to:

Holland & Knight LLP

200 Crescent Court

Suite 1600

Dallas, Texas 75201

Attention: Michelle W. Suarez

Telephone: (214) 964-9500

Facsimile: (214) 964-9501

(B) If to a Lender other than Agent, as specified on its Administrative Questionnaire

(C) If to Borrowing Agent or any Borrower:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA

Attention: Chris Mascarenhas, Treasurer

Telephone: (337) 235-2452

with a copy to:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA

Attention: Jason Whitley, Chief Financial Officer

Telephone: (337) 272-4396

with an additional copy to:

Milbank LLP

55 Hudson Yards

New York, NY 10001

Attention: Al Pisa

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

16.7 Survival. The obligations of Borrowers under Sections 2.2(f), 2.2(g), 2.2(h), 3.7, 3.8, 3.9, 3.10, 16.5 and 16.9 and the obligations of Lenders under Sections 2.2, 2.15(b), 2.16, 2.18, 2.19, 14.8 and 16.5, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.

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16.8 Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

16.9 Expenses. Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of one primary counsel for Agent, one FAA counsel for Agent and one additional local counsel in each applicable jurisdiction for Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the Other 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), (ii) all reasonable and documented out-of-pocket expenses incurred by Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by Agent, any Lender or Issuer (including the reasonable fees, charges and disbursements of any counsel for Agent, any Lender or Issuer), and shall pay all fees and time charges for attorneys who may be employees of Agent, any Lender or Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Other Documents, including its rights under this Section, or (B) in connection with the Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of Agent’s regular employees and agents engaged periodically to perform audits of the any Borrower’s or any Borrower’s Affiliate’s or Subsidiary’s books, records and business properties.

16.10 Injunctive Relief. Each Borrower recognizes that, in the event any Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Lenders; therefor, Agent, if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

16.11 Consequential Damages. Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to any Borrower, or any Guarantor (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement or any Other Document.

16.12 Captions. The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

16.13 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto.

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16.14 Construction. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.

16.15 Confidentiality; Sharing Information. Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, financing sources, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Borrower hereby authorizes each Lender to share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement. Notwithstanding any non-disclosure agreement or similar document executed by Agent in favor of any Borrower or any of any Borrower’s affiliates, the provisions of this Agreement shall supersede such agreements.

16.16 Publicity. Each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered into among Borrowers, Agent and Lenders, including announcements which are commonly known as tombstones, in such publications and to such selected parties as Agent shall deem appropriate and subject to the Borrowing Agent’s consent (not to be unreasonably withheld).

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16.17 Certifications From Banks and Participants; USA PATRIOT Act.

(a) Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act.

(b) The USA PATRIOT Act requires all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, any Lender may from time to time request, and each Borrower shall provide to such Lender, such Borrower’s name, address, tax identification number and/or such other identifying information as shall be necessary for such Lender to comply with the USA PATRIOT Act and any other Anti-Terrorism Law.

16.18 Anti-Terrorism LawsReserved.

(a) Each Borrower represents and warrants that (i) no Covered Entity is a Sanctioned Person and (ii) no Covered Entity, either in its own right or through any third party, (A) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (C) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

(b) Each Borrower covenants and agrees that (i) no Covered Entity will become a Sanctioned Person, (ii) no Covered Entity, either in its own right or through any third party, will (A) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (C) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (D) use the Advances to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (iii) the funds used to repay the Obligations will not be derived from any unlawful activity, (iv) each Covered Entity shall comply with all Anti-Terrorism Laws and (v) the Borrowers shall promptly notify the Agent in writing upon the occurrence of a Reportable Compliance Event.

16.19 Concerning Joint and Several Liability of Borrowers.

(a) Each of Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of Borrowers and in consideration of the undertakings of each of Borrowers to accept joint and several liability for the obligations of each of them.

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(b) Each of Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of Borrowers without preferences or distinction among them.

(c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation.

(d) The obligations of each Borrower under the provisions of this Section 16.19 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

(e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advance made under this Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Agreement (except as otherwise provided herein), notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the provisions of this Section 16.19, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 16.19, it being the intention of each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section 16.19 shall not be discharged except by performance and then only to the extent of such performance or except as otherwise agreed in writing in accordance with Section 16.2. The Obligations of each Borrower under this Section 16.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any Lender.

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(f) The provisions of this Section 16.19 are made for the benefit of the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against any of the other Borrowers or to exhaust any remedies available to it against any of the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 16.19 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this Section 16.19 will forthwith be reinstated in effect, as though such payment had not been made.

(g) Notwithstanding any provision to the contrary contained herein or in any other of the Other Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under Applicable Law (whether federal or state and including, without limitation, any federal or state bankruptcy laws).

(h) Borrowers hereby agree, as among themselves, that if any Borrower shall become an Excess Funding Borrower (as defined below), each other Borrower shall, on demand of such Excess Funding Borrower (but subject to the next sentence hereof and to subsection (B) below), pay to such Excess Funding Borrower an amount equal to such Borrower’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, assets, liabilities and debts of such Excess Funding Borrower) of such Excess Payment (as defined below). The payment obligation of any Borrower to any Excess Funding Borrower under this Section 16.19(h) shall be subordinate and subject in right of payment to the prior payment in full of the Obligations of such Borrower under the other provisions of this Agreement, and such Excess Funding Borrower shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such Obligations. For purposes hereof, (i) “Excess Funding Borrower” shall mean, in respect of any Obligations arising under the other provisions of this Agreement (hereafter, the “Joint Obligations”), a Borrower that has paid an amount in excess of its Pro Rata Share of the Joint Obligations; (ii) “Excess Payment” shall mean, in respect of any Joint Obligations, the amount paid by an Excess Funding Borrower in excess of its Pro Rata Share of such Joint Obligations; and (iii) “Pro Rata Share”, for the purposes of this Section 16.19(h), shall mean, for any Borrower, the ratio (expressed as a percentage) of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Borrower (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Borrower hereunder) to (B) the amount by which the aggregate present fair salable value of all assets and other properties of such Borrower and all of the other Borrowers exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the

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obligations of such Borrower and the other Borrowers hereunder) of such Borrower and all of the other Borrowers, all as of the Closing Date (if any Borrower becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 16.19(h) such subsequent Borrower shall be deemed to have been a Borrower as of the Closing Date and the information pertaining to, and only pertaining to, such Borrower as of the date such Borrower became a Borrower shall be deemed true as of the Closing Date) notwithstanding the payment obligations imposed on Borrowers in this Section, the failure of a Borrower to make any payment to an Excess Funding Borrower as required under this Section shall not constitute an Event of Default.

16.20 Effectiveness of Facsimile Documents and Signatures. This Agreement or the Other Documents may be transmitted and signed and delivered by facsimile or other electronic means. The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall be binding on all Borrowers. Notwithstanding the foregoing, Agent shall have the right to require the Borrowers deliver to Agent manually signed originals of this Agreement and the Other Documents.

[Remainder of page intentionally left blank]

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Each of the parties has signed this Agreement as of the day and year first above written.

BORROWERS:

PHI GROUP, INC.

By:

Name:

Title:

PHI CORPORATE, LLC

By:

Name:

Title:

PHI AVIATION, LLC

By:

Name:

Title:

PHI HEALTH, LLC

By:

Name:

Title:

PHI TECH SERVICES, LLC

By:

Name:

Title:

AM EQUITY HOLDINGS, L.L.C.

By:

Name:

Title:

Signature Page to Revolving Credit, Term Loan and Security Agreement

PHI HELIPASS, L.L.C.

By:

Name:

Title:

2

[PHI Group] Revolving Credit, Term Loan and Security Agreement

AGENT:

PNC BANK, NATIONAL ASSOCIATION,
as Lender and as Agent

By:

Name:

Title:

Revolving Commitment Percentage: 100%

Revolving Commitment Amount: $55,000,000

Term Loan Commitment Percentage: 57.142857%

Term Loan Commitment Amount: $20,000,000

Signature Page to Revolving Credit, Term Loan and Security Agreement

OTHER LENDERS:

TEXAS EXCHANGE BANK, as Lender

By:

Name:

Title:

Term Loan Commitment Percentage: 42.857143%

Term Loan Commitment Amount: $15,000,000

Signature Page to Revolving Credit, Term Loan and Security Agreement

EX-10.5

Exhibit 10.5

EXECUTION VERSION

SECOND AMENDMENT AND WAIVER TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

This SECOND AMENDMENT AND WAIVER TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”), is made and entered into as of April 7, 2022, by and among PHI GROUP, INC., a Delaware corporation (“PHI Group”), PHI CORPORATE, LLC, a Delaware limited liability company (“PHI Corporate”), PHI AVIATION, LLC, a Louisiana limited liability company (“PHI Aviation”), PHI HEALTH, LLC, a Louisiana limited liability company (“PHI Health”), PHI TECH SERVICES, LLC, a Louisiana limited liability company (“PHI Tech Services”), AM EQUITY HOLDINGS, L.L.C., a Louisiana limited liability company (“AM Equity Holdings”), PHI HELIPASS, L.L.C., a Louisiana limited liability company (“PHI Helipass”; and together with PHI Group, PHI Corporate, PHI Aviation, PHI Health, PHI Tech Services, AM Equity Holdings, and PHI Helipass, collectively, the “Borrowers”, and each a “Borrower”), the Lenders party hereto, and PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders (together with its successors and permitted assigns in such capacity, the “Agent”).

PRELIMINARY STATEMENTS

WHEREAS, Borrowers, Agent, and the financial institutions party thereto (each a “Lender” and collectively, the “Lenders”), are party to that certain Revolving Credit, Term Loan and Security Agreement, dated as of October 2, 2020 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time prior to the Effective Date, the “Existing Credit Agreement”);

WHEREAS, Borrowers and Agent previously agreed that the Term Loan payment payable on April 1, 2022 would be reduced to an amount equal to $1,000,000 subject to the occurrence of the Effective Date;

WHEREAS, during the pendency of the Effective Date, Borrowers did not make the principal payment on the Term Loan in the amount of $1,750,000 on April 1, 2022, as then required pursuant to Section 2.3 of the Existing Credit Agreement, resulting in an Event of Default under Section 10.1(a) of the Existing Credit Agreement (the “Specified Event of Default”);

WHEREAS, Borrowers have requested that Agent and Lenders increase the aggregate Revolving Commitment Amount to $75,000,000, waive the Specified Event of Default and make certain other amendments to the Existing Credit Agreement as set forth herein (such Existing Credit Agreement, as amended, is herein referred to as the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions set forth herein, Agent and the Lenders are willing to increase the aggregate Revolving Commitment Amount to $75,000,000, waive the Specified Event of Default and make certain other amendments to the Existing Credit Agreement, all as set forth herein.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound agree as follows:

[PHI Group] Second Amendment to Credit Agreement

ARTICLE I

DEFINITIONS

1.01 Capitalized terms herein and not defined herein shall have the meanings ascribed to them in the Credit Agreement.

ARTICLE II

AMENDMENTS

2.01 Effective as of the Effective Date (as defined below), the parties hereto hereby agree that the Existing Credit Agreement is amended (I)(a) to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (b) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in Exhibit A attached hereto and (II) to add or amend and restate, as the case may be, Schedules 4.4, 4.8, 5.23, 5.24 and 6.18 hereto, as Schedules to the Credit Agreement bearing the name as such Schedules hereto.

ARTICLE III

LIMITED WAIVER

3.01 Effective as of the Effective Date and subject to the terms and conditions herein, Agent and the Lenders hereby agree to waive the Specified Event of Default.

3.02 Except as expressly set forth in Section 3.01, nothing contained in this Amendment, or any other communication between or among Agent, any Lender and any Borrower, shall be construed as a waiver by Agent or Lenders of, any covenant or provision of the Existing Credit Agreement, the Credit Agreement, this Amendment, the Other Documents, or any other contract or instrument between or among any Borrower, Agent and/or Lenders, or of any similar future transaction, and the failure of Agent and/or Lenders at any time or times hereafter to require strict performance by any Borrower of any provision thereof shall not waive, affect or diminish any right of Agent and/or Lenders to thereafter demand strict compliance therewith. Nothing contained in this Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect Agent’s or any Lender’s right at any time to exercise any right, privilege or remedy in connection with the Existing Credit Agreement, the Credit Agreement or any Other Documents, each as amended hereby, (b) except as expressly provided herein or therein, amend or alter any provision of the Existing Credit Agreement or any Other Documents or any other contract or instrument, or (c) constitute any course of dealings or other basis for altering any obligation of any Borrower under the Credit Agreement or any Other Documents or any right, privilege or remedy of any Agent or any Lender under the Existing Credit Agreement, the Credit Agreement, any Other Documents or any other contract or instrument. Agent and Lenders hereby reserve all rights granted under the Existing Credit Agreement, the Other Documents, each as amended hereby, this Amendment and any other contract or instrument between or among any Borrower, Agent and Lenders, each as amended hereby.

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[PHI Group] Second Amendment to Credit Agreement

ARTICLE IV

CONDITIONS TO EFFECTIVENESS

4.01 Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the first date upon which all such conditions have been satisfied or waived being herein called the (“Effective Date”)):

(a) Agent shall have received this Amendment duly executed by the Borrowers, Agent, and each Lender party hereto.

(b) PNC Bank, National Association shall have received an amended and restated Note in an amount equal to its Revolving Commitment Amount duly executed by each Borrower.

(c) Agent shall have received a fee letter, in form and substance satisfactory to Agent, duly executed by Agent and each Borrower (the “Amendment Fee Letter”).

(d) Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify and attach (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and each Other Document executed or delivered in connection with this Amendment to which such Borrower is a party, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and the Other Documents, (iii) true, correct and complete copies of the Organizational Documents of such Borrower as in effect on the date hereof, and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization or formation dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of each such applicable jurisdiction.

(e) Agent shall have received the executed legal opinion of Milbank LLP and Jones Walker LLP in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Amendment and the Note executed in connection with this Amendment as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders.

(f) Agent shall have received the UCC and tax lien searches in respect of each Borrower’s state of organization or chief executive office location, as applicable, each of which results shall not reveal any Liens other than Permitted Encumbrances.

(g) Borrowers shall have made a principal payment on the Term Loan in an amount equal to $1,000,000 on the date hereof.

(h) Payment to the Agent of all fees required to be paid and documented out-of-pocket expenses incurred by Agent in connection with the Credit Agreement, the Amendment Fee Letter, the Other Documents, or this Amendment and presented to the Borrowers for payment prior to the Effective Date.

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[PHI Group] Second Amendment to Credit Agreement

(i) Upon the occurrence of the Effective Date, each of the representations and warranties made by any Borrower in or pursuant to this Amendment, the Credit Agreement, and the Other Documents to which it is a party shall be true and correct in all material respects (unless already qualified by materiality in such specific provision) on and as of the date hereof as if made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

(j) Upon the occurrence of the Effective Date, no Default or Event of Default shall have occurred and be continuing unless such Default or Event of Default has been specifically waived in writing by Agent.

ARTICLE V

RATIFICATIONS, REPRESENTATIONS AND WARRANTIES, AND REAFFIRMATION

5.01 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Existing Credit Agreement and the Other Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Existing Credit Agreement and the Other Documents are ratified and confirmed and shall continue in full force and effect. Borrowers hereby agree that all Liens and security interests securing payment of the Obligations under the Existing Credit Agreement and each Other Document are hereby collectively renewed, ratified and brought forward as security for the payment and performance of the Obligations. Borrowers, the Agent and the Lenders agree that the Existing Credit Agreement and the Other Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.

5.02 Representations and Warranties. Each Borrower hereby represents and warrants to Agent and Lenders as of the date of this Amendment as follows:

(a) it is duly incorporated or formed and is in good standing under the laws of its state or province of incorporation or formation, as the case may be;

(b) it has full power, authority and legal right to enter into this Amendment and to perform all its respective Obligations hereunder;

(c) the execution, delivery and performance of this Amendment (i) are within such Borrower’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of the terms of such Borrower’s Organizational Documents, (ii) will not conflict with or violate, in any material respect, any Applicable Law or regulation, or any judgment, order or decree of any Governmental Body binding on such Borrower, and (iii) will not require the Consent of any Governmental Body, except those Consents obtained on or before the date hereof and which are in full force and effect;

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[PHI Group] Second Amendment to Credit Agreement

(d) this Amendment has been duly executed and delivered by each Borrower, and this Amendment constitutes the legal, valid and binding obligation of such Borrower enforceable in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and general principles of equity;

(e) immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing or would result by the execution, delivery or performance of this Amendment; and

(f) after giving effect to this Amendment, each of the representations and warranties made by any Borrower in or pursuant to this Amendment, the Credit Agreement, and the Other Documents to which it is a party shall be true and correct in all material respects (unless already qualified by materiality in such specific provision) on and as of the date hereof as if made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.01 Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or the Other Documents shall survive the execution and delivery of this Amendment and the Other Documents, and no investigation by Agent shall affect the representations and warranties or the right of Agent to rely upon them.

6.02 Reference to Existing Agreements. Each of the Existing Credit Agreement and the Other Documents are hereby amended so that any reference in the Credit Agreement and such Other Documents to the “Credit Agreement” shall mean a reference to the Credit Agreement.

6.03 Expenses of Agent. Borrowers shall pay (a) all documented out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), in connection with the preparation, negotiation, execution, delivery and administration of this Amendment (whether or not the transactions contemplated hereby shall be consummated) and (b) all out-of-pocket expenses incurred by Agent, any Lender or Issuer (including the fees, charges and disbursements of any counsel for Agent, any Lender or Issuer), in connection with the enforcement or protection of its rights (i) in connection with this Amendment, the Credit Agreement, and the Other Documents or (ii) in connection with the Advances made or Letters of Credit issued under the Credit Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit.

6.04 Severability. If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

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[PHI Group] Second Amendment to Credit Agreement

6.05 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of each Borrower, Agent, each Lender, all future holders of the Obligations and their respective successors and permitted assigns, except that no Borrower may assign or transfer any of its rights or obligations under this Amendment without the prior written consent of Agent and each Lender.

6.06 No Commitment. Borrowers agree that neither Agent nor any Lender has made any commitment or other agreement regarding the Credit Agreement or the Other Documents, except as expressly set forth in this Amendment.

6.07 Counterparts. This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto.

6.08 Effect of Waiver. No consent or waiver, express or implied, by Agent to or for any breach of or deviation from any covenant or condition by Borrowers shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.

6.09 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

6.10 Applicable Law. THIS AMENDMENT, AND ALL MATTERS RELATING HERETO OR ARISING HEREFROM (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK.

6.11 Further Assurances. Borrowers shall execute and deliver to the Agent from time to time, upon demand, such supplemental agreements, documents, statements, assignments, transfers, or such other instruments as the Agent may reasonably request, in order that the full intent of the Credit Agreement and this Amendment may be carried into effect.

6.12 Final Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER DOCUMENTS CONTAIN THE ENTIRE UNDERSTANDING BETWEEN EACH BORROWER, AGENT AND EACH LENDER AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. ANY PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED AND HEREINAFTER MADE SHALL HAVE NO FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY EACH BORROWER’S, AGENT’S AND EACH LENDER’S RESPECTIVE OFFICERS. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE PARTIES HERETO.

- 6 -

[PHI Group] Second Amendment to Credit Agreement

6.13 Release of ANZAC Share Pledges. Reference is made to each of (i) that certain Australian law governed Specific Security Deed – Shares, dated as of December 3, 2021, by and among the Agent as Secured Party and certain Subsidiaries of PHI Group as grantors thereunder (as amended, restated, supplemented or otherwise modified from time to time, the “Aus Share Pledge”) and (ii) that certain New Zealand law governed Specific Security Deed – Shares, dated as of December 3, 2021, by and among the Agent as Secured Party and certain Subsidiaries of PHI Group as grantors thereunder (as amended, restated, supplemented or otherwise modified from time to time, the “NZ Share Pledge” and, together with the Aus Share Pledge, the “ANZAC Share Pledges”). It is hereby agreed that, subject to the occurrence of the Effective Date, all security interests and other liens granted to or held by the Agent (in its capacity as Secured Party) for the benefit of the Lenders and any other Secured Parties under the ANZAC Share Pledges shall be forever satisfied, released and discharged (and each Lender by its execution and delivery of this Amendment hereby consents to such satisfaction, release and discharge) without further action and all obligations of the grantors under each of the ANZAC Share Pledges to the Agent (in its capacity as Secured Party) for the benefit of the Lenders, shall be released and discharged, except for any such obligations that are otherwise expressly stated in any of the ANZAC Share Pledges as surviving such agreement’s termination, which in any such case shall, as so specified, survive without prejudice and remain in full force and effect. From and after the Effective Date, upon PHI Group’s request, the Agent will promptly execute and deliver any such other instruments of release and discharge pertaining to the security interests and other liens described above as are necessary to effectuate, or reflect of public record, the release and discharge of all such security interests and liens (including the execution of any applicable local law documentation). The Agent will, from and after the Effective Time, deliver promptly all collateral pledged under the ANZAC Share Pledges in its possession to PHI Group or its designee. All of the foregoing deliveries shall be at the expense of the Borrowers, with no liability to the Agent, the Issuer, Swing Loan Lender, any Lender or any other Secured Party, and with no representation or warranty by or recourse to the Agent, the Issuer, Swing Loan Lender, any other Lender or any other Secured Party. Notwithstanding anything herein (or in any other document, communication or filing relating hereto by any person) to the contrary, the Agent is authorizing solely the release and termination of the liens granted to it pursuant to the ANZAC Share Pledges and not any other Liens or security interests at any time granted by any Borrower or Guarantor in favor of the Agent or any other Secured Party pursuant to any other document (including, for the avoidance of doubt, the Credit Agreement and each Other Document).

6.14 Release. BORROWERS HEREBY ACKNOWLEDGE THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT. BORROWERS HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE AGENT, LENDERS, THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS

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[PHI Group] Second Amendment to Credit Agreement

AMENDMENT IS EXECUTED, WHICH BORROWERS MAY NOW OR HEREAFTER HAVE AGAINST AGENT, LENDERS, THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, IN EACH CASE, IF ARISING FROM ANY “ADVANCES”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

[Remainder of page intentionally blank; signature pages follow.]

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[PHI Group] Second Amendment to Credit Agreement

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date first above written.

BORROWERS:
PHI GROUP, INC. PHI CORPORATE, LLC PHI TECH SERVICES, LLC AM EQUITY HOLDINGS, L.L.C. PHI HELIPASS, L.L.C.
By:	/s/ Jason Whitley
Name:	Jason Whitley
Title:	Chief Financial Officer

[SIGNATURE PAGE TO SECOND AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

PHI AVIATION, LLC PHI HEALTH, LLC
By:	/s/ Jason Whitley
Name:	Jason Whitley
Title:	Vice-President

[SIGNATURE PAGE TO SECOND AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

AGENT AND LENDER:
PNC BANK, NATIONAL ASSOCIATION,
as Agent and a Lender
By:	/s/ Brad Higgins
Name:	Brad Higgins
Title:	Senior Vice President
Revolving Commitment Percentage: 100%
Revolving Commitment Amount: $75,000,000
Term Loan Commitment Percentage: 57.142857%
Term Loan Commitment Amount: $20,000,000

[SIGNATURE PAGE TO SECOND AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

LENDER:
TEXAS EXCHANGE BANK,
as a Lender
By:	/s/ Gil Libling
Name:	Gil Libling
Title:	Chief Credit Officer
Term Loan Commitment Percentage: 42.857143%
Term Loan Commitment Amount: $15,000,000

[SIGNATURE PAGE TO SECOND AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

EXHIBIT A

Amended Credit Agreement

See attached.

[PHI Group] Second Amendment to Credit Agreement

CONFORMED THROUGH FIRSTSECOND AMENDMENT

REVOLVING CREDIT, TERM LOAN

AND

SECURITY AGREEMENT

AMONG

PHI GROUP, INC.,

AND

CERTAIN OF ITS SUBSIDIARIES,

(BORROWERS),

AND

PNC BANK, NATIONAL ASSOCIATION

(AS LENDER AND AS AGENT),

AND

THE FINANCIAL INSTITUTIONS

FROM TIME TO TIME PARTY HERETO

(AS LENDERS)

WITH

PNC CAPITAL MARKETS, LLC

(AS LEAD ARRANGER AND BOOKRUNNER)

Dated as of October 2, 2020

[PHI Group] Revolving Credit, Term Loan and Security Agreement

TABLE OF CONTENTS

		Page
I.     DEFINITIONS			1
1.1	Accounting Terms		1
1.2	General Terms		2
1.3	Uniform Commercial Code Terms		5358
1.4	Certain Matters of Construction		5358
1.5	LIBORTerm SOFR Notification		5459
1.6	Conforming Changes Relating to Term SOFR Rate		59
II.   ADVANCES, PAYMENTS			5459
2.1	Revolving Advances		5459
2.2	Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances		5661
2.3	Term Loan		5863
2.4	Swing Loans		5864
2.5	Disbursement of Advance Proceeds		5965
2.6	Making and Settlement of Advances		6065
2.7	Maximum Advances		6267
2.8	Manner and Repayment of Advances		6267
2.9	Repayment of Excess Advances		6368
2.10	Statement of Account		6368
2.11	Letters of Credit		6369
2.12	Issuance of Letters of Credit		6469
2.13	Requirements For Issuance of Letters of Credit		6570
2.14	Disbursements, Reimbursement		6571
2.15	Repayment of Participation Advances		6772
2.16	Documentation		6772
2.17	Determination to Honor Drawing Request		6773
2.18	Nature of Participation and Reimbursement Obligations		6773
2.19	Liability for Acts and Omissions		6974
2.20	Mandatory Prepayments		7076
2.21	Use of Proceeds		7278
2.22	Defaulting Lender		7278
2.23	Payment of Obligations		7581
2.24	Increase in Maximum Revolving Advance Amount		81
III.    INTEREST AND FEES			7584
3.1	Interest		7584
3.2	Letter of Credit Fees		7684
3.3	Facility Fee		7785
3.4	Collateral Evaluation Fee and Fee Letter		7786
3.5	Computation of Interest and Fees		7886
3.6	Maximum Charges		7886
3.7	Increased Costs		7887

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

3.8	Alternate Rate of Interest	7987
3.9	Capital Adequacy	8897
3.10	Taxes	8897
3.11	Replacement of Lenders	91100
IV.    COLLATERAL: GENERAL TERMS		92101
4.1	Security Interest in the Collateral	92101
4.2	Perfection of Security Interest	92101
4.3	Preservation of Collateral	93102
4.4	Ownership and Location of Collateral	93102
4.5	Defense of Agent’s and Lenders’ Interests	94103
4.6	Inspection of Premises	94103
4.7	Appraisals	94104
4.8	Receivables; Deposit Accounts and Securities Accounts	95104
4.9	Inventory	98108
4.10	Maintenance of Equipment	98108
4.11	Exculpation of Liability	99108
4.12	Financing Statements	99108
4.13	State of Registration, Ownership and Perfection Requirements of Aircraft Collateral	99108
4.14	Investment Property	101110
V.   REPRESENTATIONS AND WARRANTIES		102111
5.1	Authority	102111
5.2	Formation and Qualification; Investment Property	102112
5.3	Survival of Representations and Warranties	103112
5.4	Tax Returns	103112
5.5	Financial Statements	103112
5.6	Entity Names	104113
5.7	Environmental Compliance; Flood Insurance	104113
5.8	Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance	105114
5.9	Patents, Trademarks, Copyrights and Licenses	105115
5.10	Licenses and Permits	105115
5.11	Default of Indebtedness	106115
5.12	No Default	106115
5.13	No Burdensome Restrictions	106115
5.14	No Labor Disputes	106115
5.15	Margin Regulations	106115
5.16	Investment Company Act	106115
5.17	Disclosure	106116
5.18	[Reserved]	106116
5.19	[Reserved]	106116
5.20	Swaps	107116
5.21	Business and Property of Borrowers	107116
5.22	Ineligible Securities	107116
5.23	Federal Securities Laws	107116

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

5.24	Equity Interests	107116
5.25	Commercial Tort Claims	107117
5.26	Letter of Credit Rights	107117
5.27	[Reserved]	107117
5.28	Certificate of Beneficial Ownership	107117
5.29	Healthcare Authorizations	108117
5.30	HIPAA Compliance	108117
5.31	Reimbursement; Third Party Payors	108117
5.32	Other Healthcare Regulatory Matters	108118
5.33	Compliance with Healthcare Laws	108118
5.34	Information with Respect to Certain Aircraft	109119
5.35	Sanctions and other Anti-Terrorism Laws	109119
5.36	Anti-Corruption Laws	109119
VI.    AFFIRMATIVE COVENANTS		110119
6.1	Compliance with Laws	110119
6.2	Conduct of Business and Maintenance of Existence and Assets	110119
6.3	Books and Records	110119
6.4	Payment of Taxes	110120
6.5	Financial Covenants	110120
6.6	Insurance	111121
6.7	Payment of Indebtedness and Leasehold Obligations	114123
6.8	Environmental Matters	114124
6.9	Standards of Financial Statements	114124
6.10	Federal Securities Laws	115124
6.11	Execution of Supplemental Instruments	115124
6.12	Healthcare Operations	115124
6.13	Government Receivables	115125
6.14	[Reserved]	116125
6.15	Keepwell	116125
6.16	Certificate of Beneficial Ownership and Other Additional Information	116125
6.17	COVID-19 Assistance	116126
6.18	Post-Closing Obligations	117126
6.19	After-Acquired Aircraft Collateral	117126
6.20	Aircraft Collateral Information	117126
6.21	Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws	118127
VII.    NEGATIVE COVENANTS		118128
7.1	Merger, Consolidation, Acquisition and Sale of Assets	118128
7.2	Creation of Liens	120129
7.3	Guarantees	120129
7.4	Investments	120130
7.5	Loans	120130
7.6	Capital Expenditures	120130
7.7	Restricted Payments	121130
7.8	Indebtedness	121131
7.9	Nature of Business	121131

iii

[PHI Group] Revolving Credit, Term Loan and Security Agreement

7.10	Transactions with Affiliates	121131
7.11	Healthcare Matters	122131
7.12	Subsidiaries	122132
7.13	Fiscal Year and Accounting Changes	122132
7.14	Pledge of Credit	123132
7.15	Amendment of Organizational Documents	123132
7.16	Compliance with ERISA	123132
7.17	Prepayment of Indebtedness	123133
7.18	Location of Aircraft Collateral; State of Registration; Aircraft Collateral Owner	123133
7.19	Government Lockbox Instructions	124133
7.20	Membership / Partnership Interests	124133
7.21	Sanctions and other Anti-Terrorism Laws	124133
7.22	Anti-Corruption Laws	124134
VIII.  CONDITIONS PRECEDENT		124134
8.1	Conditions to Initial Advances	124134
8.2	Conditions to Each Advance	128137
IX.    INFORMATION AS TO BORROWERS		128138
9.1	Disclosure of Material Matters	128138
9.2	Schedules	129138
9.3	Environmental Reports	129139
9.4	Litigation	129139
9.5	Material Occurrences	129139
9.6	[Reserved]	130139
9.7	Annual Financial Statements	130139
9.8	Quarterly Financial Statements	130140
9.9	Monthly Financial Statements	130140
9.10	Other Reports	130140
9.11	Additional Information	131140
9.12	Projected Operating Budget	131141
9.13	Variances From Operating Budget	131141
9.14	Notice of Suits, Adverse Events	131141
9.15	ERISA Notices and Requests	131141
9.16	Healthcare Matters	132141
9.17	Additional Documents	132142
9.18	Updates to Certain Schedules	133142
9.19	Financial Disclosure	133142
X.   EVENTS OF DEFAULT		133143
10.1	Nonpayment	133143
10.2	Breach of Representation	133143
10.3	Financial Information	133143
10.4	Judicial Actions	133143
10.5	Noncompliance	134143
10.6	Judgments	134144

iv

[PHI Group] Revolving Credit, Term Loan and Security Agreement

10.7	Bankruptcy	134144
10.8	Material Adverse Effect	134144
10.9	Lien Priority	134144
10.10	Exclusion Event	134144
10.11	Cross Default	135144
10.12	Breach of Guaranty or Pledge Agreement	135144
10.13	Change of Control	135145
10.14	Invalidity	135145
10.15	Seizures	135145
10.16	Pension Plans	135145
10.17	Anti-Money Laundering/International Trade Law Compliance	135145
XI.    LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT		135145
11.1	Rights and Remedies	135145
11.2	Agent’s Discretion	137147
11.3	Setoff	137147
11.4	Rights and Remedies not Exclusive	137147
11.5	Allocation of Payments After Event of Default	138147
XII.    WAIVERS AND JUDICIAL PROCEEDINGS		139149
12.1	Waiver of Notice	139149
12.2	Delay	139149
12.3	Jury Waiver	139149
XIII.  EFFECTIVE DATE AND TERMINATION		140149
13.1	Term	140149
13.2	Termination	140150
XIV.    REGARDING AGENT		140150
14.1	Appointment	141150
14.2	Nature of Duties	141151
14.3	Lack of Reliance on Agent	141151
14.4	Resignation of Agent; Successor Agent	142151
14.5	Certain Rights of Agent	142152
14.6	Reliance	143152
14.7	Notice of Default	143152
14.8	Indemnification	143153
14.9	Agent in its Individual Capacity	143153
14.10	Delivery of Documents	143153
14.11	Borrowers’ Undertaking to Agent	144153
14.12	No Reliance on Agent’s Customer Identification Program	144153
14.13	Other Agreements	144154
14.14	Erroneous Payments	144154
XV.    BORROWING AGENCY		147156
15.1	Borrowing Agency Provisions	147156
15.2	Waiver of Subrogation	147157
15.3	Common Enterprise	148157

v

[PHI Group] Revolving Credit, Term Loan and Security Agreement

XVI.    MISCELLANEOUS		148158
16.1	Governing Law	148158
16.2	Entire Understanding	149158
16.3	Successors and Assigns; Participations; New Lenders	152161
16.4	Application of Payments	154164
16.5	Indemnity	154164
16.6	Notice	155165
16.7	Survival	157167
16.8	Severability	158167
16.9	Expenses	158167
16.10	Injunctive Relief	158168
16.11	Consequential Damages	158168
16.12	Captions	158168
16.13	Counterparts; Facsimile Signatures	158168
16.14	Construction	159168
16.15	Confidentiality; Sharing Information	159169
16.16	Publicity	159169
16.17	Certifications From Banks and Participants; USA PATRIOT Act	159169
16.18	Reserved	160170
16.19	Concerning Joint and Several Liability of Borrowers	160170
16.20	Effectiveness of Facsimile Documents and Signatures	162172

vi

[PHI Group] Revolving Credit, Term Loan and Security Agreement

LIST OF EXHIBITS AND SCHEDULES

Exhibits
Exhibit 1.2	Borrowing Base Certificate
Exhibit 1.2(a)	Compliance Certificate
Exhibit 2.1(a)	Revolving Credit Note
Exhibit 2.3	Term Note
Exhibit 2.4(a)	Swing Loan Note
Exhibit 5.5(b)	Financial Projections
Exhibit 8.1(g)	Financial Condition Certificate
Exhibit 9.2	Aircraft Collateral Certificate
Exhibit 16.3	Commitment Transfer Supplement
Schedules
Schedule 1.2(a)	Permitted Encumbrances
Schedule 1.2(b)	Material Real Property
Schedule 1.2(d)	Medicare Accelerated Payments
Schedule 4.4	Equipment and Inventory Locations; Place of Business, Chief Executive Office, Real Property
Schedule 4.8(h)	Deposit, Investment Accounts and Government Lockbox Accounts
Schedule 4.8(i)	Lockbox Bank
Schedule 5.1	Consents
Schedule 5.2(a)	States of Qualification and Good Standing
Schedule 5.2(b)	Subsidiaries
Schedule 5.4	Federal Tax Identification Number
Schedule 5.6	Prior Names
Schedule 5.7	Environmental
Schedule 5.8(b)(i)	Litigation
Schedule 5.8(b)(ii)	Indebtedness
Schedule 5.8(d)	Plans
Schedule 5.9	Intellectual Property, Source Code Escrow Agreements
Schedule 5.10	Licenses and Permits
Schedule 5.14	Labor Disputes
Schedule 5.23	Registered Securities
Schedule 5.24	Equity Interests
Schedule 5.25	Commercial Tort Claims
Schedule 5.26	Letter of Credit Rights
Schedule 7.3	Guarantees
Schedule 7.4	Investments
Schedule 7.12	Partnerships, Joint Ventures or Similar Arrangements

i

[PHI Group] Revolving Credit, Term Loan and Security Agreement

REVOLVING CREDIT, TERM LOAN

AND

SECURITY AGREEMENT

Revolving Credit, Term Loan and Security Agreement dated as of October 2, 2020 among PHI GROUP, INC., a Delaware corporation (“PHI Group”), PHI CORPORATE, LLC, a Delaware limited liability company (“PHI Corporate”), PHI AVIATION, LLC, a Louisiana limited liability company (“PHI Aviation”), PHI HEALTH, LLC, a Louisiana limited liability company (“PHI Health”), PHI TECH SERVICES, LLC, a Louisiana limited liability company (“PHI Tech Services”), AM EQUITY HOLDINGS, L.L.C., a Louisiana limited liability company (“AM Equity Holdings”), PHI HELIPASS, L.L.C., a Louisiana limited liability company (“PHI Helipass”; and together with PHI Group, PHI Corporate, PHI Aviation, PHI Health, PHI Tech Services, AM Equity Holdings, PHI Helipass and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows:

I. DEFINITIONS.

1.1 Accounting Terms. As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined shall have the respective meanings given to them under GAAP; provided, however that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrowers for the fiscal year ended December 31, 2019. If there occurs after the Closing Date any change in GAAP that affects in any respect the calculation of any covenant contained in this Agreement or the definition of any term defined under GAAP used in such calculations, Agent, Lenders and Borrowers shall negotiate in good faith to amend the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and Borrowers after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date, provided, that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and Borrowers shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the appropriate financial information required hereunder with respect to Borrowers both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP.

1

[PHI Group] Revolving Credit, Term Loan and Security Agreement

1.2 General Terms. For purposes of this Agreement the following terms shall have the following meanings:

“Accountants” shall have the meaning set forth in Section 9.7 hereof.

“Act” means the Federal Aviation Act of 1958, as amended, together with the Aviation Regulations of the FAA and recodified in Subtitle VII of Title 49 of the United States Code, as the same may be in effect from time to time.

“Adjusted EBITDA” shall mean for any period with respect to Borrowers on a Consolidated Basis, without duplication, an amount equal to (i) EBITDA for such period plus to the extent (and in the same proportion) deducted in determining net income for such period, (a) costs, fees and expenses incurred by Borrowers in connection with the Transactions in an amount not to exceed $10,000,000 in the aggregate to the extent paid in cash within ninety (90) days of the Closing Date, (b) the amount of extraordinary, nonrecurring or unusual losses, (c) reasonable out-of-pocket fees and expenses paid in connection with (1) Investments that have been consummated in accordance with this Agreement and (2) non-ordinary course transactions that have been consummated in accordance with this Agreement and failed acquisitions 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 (c), not to exceed $3,000,000 in the aggregate during any trailing 12-month period, in each case, only so long as such transactions are permitted pursuant to the terms hereof, (d) fees paid to the Agent and the Lenders to the extent not included above, (e) 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 Subsidiaries, (f) the aggregate amount of non-cash losses on the disposition of property by the Borrowers during such fiscal year (other than sales of Inventory in the Ordinary Course of Business), (g) the amount of any non-cash restructuring charges, accruals or reserves, (h) the amount of any restructuring charges paid in cash in an amount not to exceed $10,000,000 in the aggregate in any fiscal year, (i) 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 otherwise are reasonably identifiable and projected by the Borrowing Agent 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 eight 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 (A) amounts added-back pursuant to this clause (i) shall not exceed 1015% of Adjusted EBITDA (calculated prior to giving effect to such add-back) and (B) such cap shall not apply to adjustments made in accordance with Regulation S-X, (j) all other non-cash items reducing 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) to the extent (and in the same proportion) included in determining net income for such period, (a) realized foreign exchange gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of such Person and its Subsidiaries, (b) the aggregate amount of non-cash gains on the disposition of property by the Borrowers during such fiscal year (other than sales of Inventory in the Ordinary Course of Business), and (c) the aggregate amount of all other non-cash items, to the extent such items increased net income for such period. Notwithstanding the foregoing, for purposes of determining Adjusted EBITDA for the periods set forth below, Adjusted EBITDA shall be deemed to be:

Period	Adjusted EBITDA
from October 1, 2019 through December 31, 2019	$	26,320,000
from January 1, 2020 through March 31, 2020	$	20,125,000
from April 1, 2020 through June 30, 2020	$	20,903,000

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

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

“Advance Rates” shall have the meaning set forth in Section 2.1(a)(y)(iiiii) hereof.

“Advances” shall mean and include the Revolving Advances, Letters of Credit, the Swing Loans and the Term Loan.

“Affected Lender” shall have the meaning set forth in Section 3.11 hereof.

“Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote ten percent (10%) or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise. No Person who is a Lender on the Closing Date shall be considered an Affiliate of any Borrower oy Subsidiary of any Borrower for purposes of this Agreement or the Other Documents.

“Agent” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“Agreement” shall mean this Revolving Credit, Term Loan and Security Agreement, as the same may be amended, amended and restated, replaced and restated, extended, supplemented and/or otherwise modified from time to time.

“Agreement Among Lenders” shall mean that certain Agreement Among Lenders by and among Agent and Lenders dated as of the Closing Date.

“Aircraft” means each of the rotorcraft (helicopters) and fixed-wing aircraft described in the Aircraft Collateral Certificate, 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.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Aircraft Collateral” means all Aircraft and Engines now or hereafter owned by any Borrower or any Guarantor including any leases and sub-leases pursuant to which any such Aircraft are operated (collectively, the “Aircraft Leases”), and all Spare Parts now or hereafter owned by any Borrower or any Guarantor; provided, however, that Aircraft Collateral shall not include (i) any Aircraft not registered in the United States of America (or other jurisdiction as from time to time agreed to by Agent in its Permitted Discretion after consultation with Borrowing Agent pursuant to Section 4.13) or otherwise not required to be pledged under the terms of this Agreement (including all engines, rotor blades, rotor blade components, auxiliary power units and other equipment, avionics, appurtenances and accessions attached to or installed on such excluded Aircraft), (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 any 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 any Borrower or any Guarantor, as lessee, (iv) any Aircraft or Engine that do not meet the Minimum Aircraft/Engine Requirements, (v) any Aircraft Leases that does not meet the Minimum Aircraft Lease Requirements, and (vi) any Aircraft, Engine, Spare Part or Aircraft Lease to the extent, and for so long as, in the reasonable judgment of the 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 Certificate” means a certificate in the form of Exhibit 9.2 or any other form approved by the Agent. Unless otherwise specified, references to “Aircraft Collateral Certificate” herein shall be deemed to refer to the most recent Aircraft Collateral Certificate delivered to the Agent from time to time.

“Aircraft Collateral 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 or Spare Parts as shown in the Aircraft Collateral Certificate.

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

“Aircraft Mortgage” means each Aircraft and Engine mortgage and security agreement entered into by any Borrower in favor of the Agent evidencing the Liens in respect of such Aircraft Collateral that will secure the Obligations, in each case as amended, modified, restated, supplemented or replaced from time to time.

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

“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.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“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 Aircraft Collateral Owner.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect on such day, (b) the sum of the Overnight Bank Funding Rate in effect on such day plus one half of one percent (0.5%), and (c) so long as Daily Simple SOFR is offered, ascertainable and not unlawful, the sum of the Daily LIBOR RateSimple SOFR (without giving effect to the SOFR Floor) in effect on such day plus one percent (1.0%), so long as a Daily LIBOR Rate is offered, ascertainable and not unlawfuland one-tenth of one percent (1.10%); provided that if Daily Simple SOFR (without giving effect to the SOFR Floor) plus one-tenth of one percent (0.10%) as so determined shall ever be less than the SOFR Floor, then this clause (c) shall be the sum of the SOFR Floor plus one percent (1.00%). Any change in the Alternate Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Alternate Source” shall have the meaning set forth in the definition of Overnight Bank Funding Rate.

“Anti-Corruption Laws” shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other similar anti-corruption laws or regulations administered or enforced in any jurisdiction in which a Borrower or any of its Subsidiaries conduct business.

“Anti-Terrorism Law” shall mean any Law in force or hereinafter enacted related to terrorism, money laundering, or economic sanctions, including the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the USA PATRIOT Act, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et. seq., the Trading with the Enemy Act, 50 U.S.C. App. 1, et seq., 18 U.S.C. § 2332d, and 18 U.S.C. § 2339b.

“Applicable Law” shall mean all Laws applicable to the Person, conduct, transaction, covenant, Other Document or contract in question, all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators.

“Applicable Margin” shall mean (a) an amount equal to one and one half of one percent (1.50%) for (i) Revolving Advances consisting of Domestic Rate Loans, and (ii) Swing Loans, (b) an amount equal to two and one half of one percent (2.50%) for Revolving Advances consisting of LIBORTerm SOFR Rate Loans, (c) an amount equal to two percent (2.00%) for Advances under the Term Loan consisting of Domestic Rate Loans and, (d) an amount equal to three percent (3.00%) for Advances under the Term Loan consisting of LIBORTerm SOFR Rate Loans, and (e) an amount equal to two percent (2.00%) for Letters of Credit fees pursuant to Section 3.2(a)(x).

“Application Date” shall have the meaning set forth in Section 2.8(b) hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Approvals” shall have the meaning set forth in Section 5.7(b) hereof.

“Approved Electronic Communication” shall mean each notice, demand, communication, information, document and other material transmitted, posted or otherwise made or communicated by e-mail, E-Fax, the Credit Management Module of PNC’s PINACLE^® system, or any other equivalent electronic service agreed to by Agent, whether owned, operated or hosted by Agent, any Lender, any of their Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any Other Document, including any financial statement, financial and other report, notice, request, certificate and other information material; provided that Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent specifically instructs a Person to deliver in physical form.

“APU” means (i) each auxiliary power unit as described in the 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.

“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.”

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

“Base Rate” shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC.

“Beneficial Owner” shall mean, for each Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control, manage, or direct such Borrower.

“Benefited Lender” shall have the meaning set forth in Section 2.6(e) hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Blocked Account Bank” shall have the meaning set forth in Section 4.8(h) hereof.

“Blocked Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Borrower” or “Borrowers” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Persons.

“Borrowers’ Account” shall have the meaning set forth in Section 2.10 hereof.

“Borrowers on a Consolidated Basis” shall mean the consolidation in accordance with GAAP of the accounts or other items of Borrowers and their respective Subsidiaries.

“Borrowing Agent” shall mean PHI Group.

“Borrowing Base Certificate” shall mean a certificate in substantially the form of Exhibit 1.2 hereto duly executed by the Financial Officer of the Borrowing Agent and delivered to the Agent, appropriately completed, by which such officer shall certify to Agent the Formula Amount and calculation thereof as of the date of such certificate.

“Business Day” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by Law to be closed for business in East Brunswick, New Jersey and, if the applicable ; provided that when used in connection with an amount that bears interest at a rate based on SOFR or any direct or indirect calculation or determination of SOFR, the “Business Day relates to any LIBOR Rate Loans,” means any such day mustthat is also be a day on which dealings are carried on in the London interbank marketU.S. Government Securities Business Day.

“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.

“Cape Town Lease” means any Aircraft Lease (including but not limited to any Aircraft Lease between Loan Parties) that has been entered into, extended, assigned or novated after March 1, 2006 (or such later date as the Cape Town Convention may be given effect under the law of any applicable jurisdiction) (A) with a lessee “situated in” a Contracting State, provided that such Contracting State has implemented the Cape Town Convention, or (B) where the related Aircraft Collateral is registered in a Contracting State.

“Capital Expenditures” shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements (or of any replacements or substitutions thereof or additions thereto) which have a useful life of more than one year and which, in accordance with GAAP, would be classified as capital expenditures. Capital Expenditures shall include the total principal portion of Capitalized Lease Obligations.

“Capitalized Lease Obligation” shall mean any Indebtedness of any Borrower represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP (excluding, for the avoidance of doubt, any lease for use of aircraft, engines or related equipment entered into by any 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).

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“CARES Act” shall mean (i) the Coronavirus Aid, Relief, and Economic Security Act, as amended and in effect from time to time (and including any successor thereto) and all requirements thereunder or issued in connection therewith or in implementation thereof, regardless of the date enacted, adopted, issued or implemented.

“CARES Act Provider Relief Payments” means, collectively, the payments received by the Loan Parties under the Provider Relief Fund appropriated as part of the CARES Act and administered by the Department of Health and Human Services through its Public Health and Social Services Emergency Fund.

“CARES and Other COVID-19 Laws” shall mean, any one individually or collectively, as applicable (i) the CARES Act and (ii) any other Laws and regulations issued or enacted by a Governmental Body (and in effect from time to time) in order to provide assistance in response to COVID-19 and (and including any successor to any of the foregoing) and all requirements under any of the foregoing or issued in connection with any of the foregoing or in its implementation, regardless of the date enacted, adopted, issued or implemented.

“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) Dollar denominated 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 bank that is not a Borrower or an Affiliate of any 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 and in which such bank shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(5) investments in money market or other mutual funds registered under the Investment Company Act of 1940 substantially all of whose assets comprise securities of the types described in clauses (1) through (4) above;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(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 and (b) any other country in which any Borrower or any Guarantor 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 Liabilities” shall have the meaning provided in the definition of “Cash Management Products and Services.”

“Cash Management Products and Services” shall mean agreements or other arrangements under which Agent or any Affiliate of Agent or PNC provides any of the following products or services to any Borrower: (a) credit cards; (b) credit card processing services; (c) debit cards and stored value cards; (d) commercial cards; (e) ACH transactions; and (f) cash management and treasury management services and products, including without limitation controlled disbursement accounts or services, lockboxes, automated clearinghouse transactions, overdrafts, interstate depository network services. The indebtedness, obligations and liabilities of any Borrower to the provider of any Cash Management Products and Services (including all obligations and liabilities owing to such provider in respect of any returned items deposited with such provider) (the “Cash Management Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Cash Management Products and Services shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5.

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

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

“Certificate of Beneficial Ownership” shall mean, for each Borrower, a certificate in form and substance acceptable to the Agent (as amended or modified by the Agent from time to time in its Permitted Discretion), certifying, among other things, the Beneficial Owner(s) of such Borrower, as required by 31 C.F.R. § 1010.230.

“CFTC” shall mean the Commodity Futures Trading Commission.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application thereof by any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests, rules, regulations, guidelines, interpretations 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 or foreign regulatory authorities (whether or not having the force of Law), 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, issued, promulgated or implemented.

“Change of Control” shall mean: (a) (i) at any time prior to the consummation of a Qualifying IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Q Investments, 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 Borrowing Agent or (ii) at any time upon or after the consummation of a Qualifying IPO, (A) any Person (other than Q Investments) or (B) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one Q Investments, 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 35% of the voting power of the total outstanding voting stock of the Borrowing Agent and such percentage exceeds percentage of voting stock held by the Permitted HoldersQ Investments, (b) the occurrence of any event (whether in one or more transactions) which results in PHI Group failing to own one hundred (100%) percent of the Equity Interests (on a fully diluted basis) of any Borrower or Guarantor, or (c) any merger, consolidation or sale of substantially all of the property or assets (in one transaction or a series of related transactions) of the Borrowers and its Subsidiaries, taken as a whole, except to the extent any of the events described in the foregoing clauses are permitted by Section 7.1 hereof; provided, that the sale by PHI Group of any Equity Interests of any Borrower shall be deemed a sale of substantially all of PHI Group’s assets.

“Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit Guaranty Corporation or any environmental agency or superfund), upon the Collateral, any Borrower or any of its Affiliates.

“CIP Regulations” shall have the meaning set forth in Section 14.12 hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Closing Date” shall mean October 2, 2020 or such other date as may be agreed to in writing by the parties hereto.

“CMS” means the Centers for Medicare and Medicaid Services of the United States Department of Health and Human Services.

“Code” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“Collateral” shall mean and include all right, title and interest of each Borrower in all of the following property and assets of such Borrower, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located:

(a) all Receivables and all supporting obligations relating thereto (other than Receivables generated by PHI Aviation on behalf of work performed by (i) Helicopter Management, LLC and (ii) Helex, LLC);

(b) all equipment and fixtures;

(c) all general intangibles (including all payment intangibles and all software) and all supporting obligations related thereto;

(d) all Inventory;

(e) all Subsidiary Stock, securities, investment property, and financial assets;

(f) all Material Real Property;

(g) all Leasehold Interests;

(h) all Aircraft Collateral;

(i) all Intellectual Property;

(j) all contract rights, rights of payment which have been earned under a contract rights, chattel paper (including electronic chattel paper and tangible chattel paper), commercial tort claims (whether now existing or hereafter arising); documents (including all warehouse receipts and bills of lading), deposit accounts, goods, instruments (including promissory notes), letters of credit (whether or not the respective letter of credit is evidenced by a writing) and letter-of-credit rights, cash, certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), security agreements, eminent domain proceeds, condemnation proceeds, tort claim proceeds and all supporting obligations;

(k) all ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by any Borrower or in which it has an interest), computer programs, tapes, disks and documents, including all of such property relating to the property described in clauses (a) through (i) of this definition; and

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(l) all proceeds and products of the property described in clauses (a) through (j) of this definition, in whatever form. It is the intention of the parties that if Agent shall fail to have a perfected Lien in any particular property or assets of any Borrower for any reason whatsoever, but the provisions of this Agreement and/or of the Other Documents, together with all financing statements and other public filings relating to Liens filed or recorded by Agent against Borrowers, would be sufficient to create a perfected Lien in any property or assets that such Borrower may receive upon the sale, lease, license, exchange, transfer or disposition of such particular property or assets, then all such “proceeds” of such particular property or assets shall be included in the Collateral as original collateral that is the subject of a direct and original grant of a security interest as provided for herein and in the Other Documents (and not merely as proceeds (as defined in Article 9 of the Uniform Commercial Code) in which a security interest is created or arises solely pursuant to Section 9-315 of the Uniform Commercial Code).

Notwithstanding the forgoing, Collateral shall not include any Excluded Property.

“Commitment Transfer Supplement” shall mean a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

“Compliance Certificate” shall mean a compliance certificate substantially in the form of Exhibit 1.2(a) hereto to be signed by a Financial Officer of Borrowing Agent.

“Conforming Changes” means, with respect to the Term SOFR Rate or any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of the Term SOFR Rate or such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Term SOFR Rate or the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the Other Documents).

“Consents” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on any Borrower’s business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, or the Other Documents, including any Consents required under all applicable federal, state or other Applicable Law.

“Contract Rate” shall have the meaning set forth in Section 3.1 hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Contracting State” shall have the meaning ascribed to it in the Cape Town Convention.

“Controlled Group” shall mean, at any time, each Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any Borrower, are treated as a single employer under Section 414 of the Code.

“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.

“Covered Entity” shall mean (a) each Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of Collateral and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“COVID-19 Assistance” shall mean any (i) loan, advance, guarantee, or other extension of credit, credit enhancement or credit support, or equity purchase or capital contribution, waiver or forgiveness of any obligation, or any other kind of financial assistance, provided by, or on behalf of, a Governmental Body pursuant to CARES and Other COVID-19 Laws or (ii) Indebtedness, reimbursement obligation or other liability of any nature owed to, or on account of, or for the benefit of, a Governmental Body, in each case, in connection with COVID-19 or pursuant to CARES and Other COVID-19 Laws.

“Customer” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Borrower, pursuant to which such Borrower is to deliver any personal property or perform any services.

“Customs” shall have the meaning set forth in Section 2.13(b) hereof.

“Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the Reserve Percentage.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, at the Agent’s discretion, to the nearest 1/100th of 1%) (A) SOFR for the day (the “SOFR Determination Date”) that is two (2) Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage, in each case, as such SOFR is published by the Federal

13

[PHI Group] Revolving Credit, Term Loan and Security Agreement

Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source identified by the Federal Reserve Bank of New York or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined above would be less than the SOFR Floor, then Daily Simple SOFR shall be deemed to be the SOFR Floor. If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days. If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to the Borrowers, effective on the date of any such change.

“Debt Payments” shall mean for any period, in each case, all cash actually expended by any Borrower to make: (a) interest payments on any Advances hereunder, plus (b) scheduled principal payments on the Term Loan, plus (c) payments on Capitalized Lease Obligations, plus (d) payments with respect to any other Indebtedness for borrowed money.

“Default” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“Default Rate” shall have the meaning set forth in Section 3.1 hereof.

“Defaulting Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, of Advances, (ii) if applicable, fund any portion of its Participation Commitment in Letters of Credit or Swing Loans or (iii) pay over to Agent, Issuer, Swing Loan Lender or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including a particular Default or Event of Default, if any) has not been satisfied; (b) has notified Borrowers or Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including a particular Default or Event of Default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within two (2) Business Days after request by Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances and, if applicable, participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon Agent’s receipt of such certification in form and substance satisfactory to the Agent; (d) has become the subject of an Insolvency Event; or (e) has failed at any time to comply with the provisions of Section 2.6(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Lenders.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Depository Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Designated Lender” shall have the meaning set forth in Section 16.2(d) hereof.

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

“Disclosed Sublease” means, in respect of an Aircraft or Engine included as Aircraft Collateral, any lease and/or sublease of that Aircraft to a Disclosed Sublessee that is not an Affiliate of a Borrower as shown in the Aircraft Collateral Certificate.

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

“Disposition” or “Dispose” means the sale, transfer, license, lease, gift or other disposition (including any Sale and Leaseback Transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by the Borrowing Agent of any of its Equity Interests to another Person.

“Document” shall have the meaning given to the term “document” in the Uniform Commercial Code.

“Dollar” and the sign “$” shall mean lawful money of the United States of America.

“Domestic Aircraft Collateral NOLV” means, as of any date of determination, the aggregate net orderly liquidation value (as set forth on a recent appraisal conducted in accordance with Section 4.7 hereof) of all Aircraft Collateral registered in the United States. For the avoidance of doubt, such value shall be indicated in Dollars.

“Domestic Rate Loan” shall mean any Advance that bears interest based upon the Alternate Base Rate.

“Dominion Trigger Period” shall mean the period commencing upon (i) the occurrence and continuance of an Event of Default or (ii) the date that is the third consecutive Business Day on which Borrowers’ Undrawn Availability is less than $15,000,000 at any time and ending on the first date thereafter upon which (x) with respect to clause (i), such Event of Default has been waived in writing or cured in accordance with the terms of this Agreement, and (y) with respect to clause (ii), when Borrowers have Undrawn Availability, for thirty (30) consecutive days, equal to or exceeding $15,000,000.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Drawing Date” shall have the meaning set forth in Section 2.14(b) hereof.

“Early Termination Date” shall have the meaning set forth in Section 13.1 hereof.

“EBITDA” shall mean for any period with respect to Borrowers on a Consolidated Basis, the sum of (a) net income (or loss) for such period (excluding extraordinary gains and losses), plus (b) all interest expense for such period, plus (c) all charges against income for such period for federal, state and local taxes, plus (d) depreciation expenses for such period, plus (e) amortization expenses for such period.

“Effective Date” means the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement.

“Effective Federal Funds Rate” means for any day the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1% announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Effective Federal Funds Rate” as of the date of this Agreement; provided that if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Effective Federal Funds Rate” for such day shall be the Effective Federal Funds Rate for the last day on which such rate was announced. Notwithstanding the foregoing, if the Effective Federal Funds Rate as determined under any method above would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement.

“Eligibility Date” shall mean, with respect to each Borrower and Guarantor and each Swap, the date on which this Agreement or any Other Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any Other Document is then in effect with respect to such Borrower or Guarantor, and otherwise it shall be the Effective Date of this Agreement and/or such Other Document(s) to which such Borrower or Guarantor is a party).

“Eligible Contract Participant” shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder.

“Eligible IPM Receivables” shall mean and include, each IPM Receivable of a Borrower arising in the Ordinary Course of Business and which Agent, in its Permitted Discretion, shall deem to be an Eligible IPM Receivable, based on such considerations as Agent may from time to time deem appropriate. An IPM Receivable shall not be deemed eligible unless such IPM Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances) and is evidenced by an invoice or other documentary evidence satisfactory to Agent in its Permitted Discretion. In addition, no IPM Receivable shall be an Eligible IPM Receivable if:

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(a) it arises out of a sale made by any Borrower to an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower;

(b) it is due or unpaid more than 150 days after the original billing date;

(c) fifty percent (50%sixty five percent (65%) (or such greater percentage as Agent may agree to in its Permitted Discretion from time to time, with respect to one or more Customers) or more of the IPM Receivables from such Customer are not deemed Eligible IPM Receivables hereunder by application of clause (b) above (such percentage may, in Agent’s Permitted Discretion, be increased or decreased from time to time);

(d) any covenant, material representation or material warranty contained in this Agreement with respect to such IPM Receivable has been breached;

(e) an Insolvency Event shall have occurred with respect to such Customer;

(f) the sale is to a Customer outside the continental United States of America;

(g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

(h) Agent believes, in its Permitted Discretion, that collection of such IPM Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

(i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them (other than a Government Account Debtor), unless the applicable Borrower assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.), to the extent applicable to such Receivable, or has otherwise complied with other applicable statutes or ordinances;

(j) the goods giving rise to such IPM Receivable have not been delivered to the Customer or the services giving rise to such IPM Receivable have not been performed by the applicable Borrower;

(k) [reserved]such IPM Receivable has been sold pursuant to a Permitted Factoring Arrangement;

(l) the IPM Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but such IPM Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrower or the IPM Receivable is contingent in any respect or for any reason;

(m) the applicable Borrower has made any agreement with any Customer for any deduction therefrom (but such IPM Receivable shall only be ineligible to the extent of such deduction), except for discounts or allowances made in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed;

(o) such IPM Receivable is not payable to a Borrower;

(p) such IPM Receivable is payable solely by an individual beneficiary, recipient, or subscriber individually; or

(q) such IPM Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its discretion in a reasonable manner.

“Eligible Non-IPM Receivables” shall mean and include, each Non-IPM Receivable of a Borrower arising in the Ordinary Course of Business and which Agent, in its Permitted Discretion, shall deem to be an Eligible Non-IPM Receivable, based on such considerations as Agent may from time to time deem appropriate. A Non-IPM Receivable shall not be deemed eligible unless such Non-IPM Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances) and is evidenced by an invoice or other documentary evidence satisfactory to Agent in its Permitted Discretion. In addition, no Non-IPM Receivable shall be an Eligible Non-IPM Receivable if:

(a) it arises out of a sale made by any Borrower to an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower;

(b) it is due or unpaid more than 120 days after the original invoice date or sixty (60) days after the original due date;

(c) fifty percent (50%) or more of the Non-IPM Receivables from such Customer are not deemed Eligible Non-IPM Receivables hereunder by application of clause (b) above (such percentage may, in Agent’s Permitted Discretion, be increased or decreased from time to time);

(d) any covenant, material representation or material warranty contained in this Agreement with respect to such Non-IPM Receivable has been breached;

(e) an Insolvency Event shall have occurred with respect to such Customer;

(f) the sale is to a Customer outside the continental United States of America; provided, however, that so long as the primary operations of, and billing and payment of such Customer occur through, such Customer’s offices in the United States of America, this clause (f) shall not render ineligible Receivables of a Customer whose parent is organized or located outside of the United State of America;

(g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(h) Agent believes, in its Permitted Discretion, that collection of such Non-IPM Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

(i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless the applicable Borrower assigns its right to payment of such Non-IPM Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.), to the extent applicable to such Non-IPM Receivable, or has otherwise complied with other applicable statutes or ordinances;

(j) the goods giving rise to such Non-IPM Receivable have not been delivered to the Customer or the services giving rise to such Non-IPM Receivable have not been performed by the applicable Borrower;

(k) [reserved]such Non-IPM Receivable has been sold pursuant to a Permitted Factoring Arrangement;

(l) the Non-IPM Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but such Non-IPM Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrower or the Non-IPM Receivable is contingent in any respect or for any reason;

(m) the applicable Borrower has made any agreement with any Customer for any deduction therefrom (but such Non-IPM Receivable shall only be ineligible to the extent of such deduction), except for discounts or allowances made in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

(n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed;

(o) such Non-IPM Receivable is not payable to a Borrower; or

(p) such Non-IPM Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its discretion in a reasonable manner.

“Eligible Receivables” shall mean, individually and collectively, as the context requires, the Eligible IPM Receivables and the Eligible Non-IPM Receivables.

“Embargoed Property” means any property (a) beneficially owned, directly or indirectly, by a Sanctioned Person; (b) that is due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any interest; (d) that is located in a Sanctioned Jurisdiction; or (e) that otherwise would cause any actual violation by the Lenders or Agent of any applicable Anti-Terrorism Law if the Agent or any Lender were to obtain an encumbrance on, lien on, pledge of, or security interest in such property or provide services in consideration of such property.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Engine” means (i) each of the engines described in the 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 Aircraft Collateral and (iv) any and all related Parts and, in each case, shall exclude any Engine replaced by a Permitted Substitute in accordance with clause (ii) above and the applicable Aircraft Mortgage.

“Environmental Complaint” shall have the meaning set forth in Section 9.3(b) hereof.

“Environmental Laws” shall mean all applicable federal, state and local environmental Laws relating to the protection of the environment, human health (to the extent related to exposure to Hazardous Materials) and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Materials.

“EOB” shall mean the explanation of benefit or remittance advice from a Customer that identifies the services rendered on account of the Receivable specified therein.

“Equity Interests” shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants (including creditor warrants), general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act), including in each case all of the following rights relating to such Equity Interests, whether arising under the Organizational Documents of the Person issuing such Equity Interests (the “issuer”) or under the applicable Laws of such issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies or partnerships or business trusts or other legal entities, as the case may be: (i) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (ii) all voting rights and rights to consent to any particular action(s) by the applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case of any Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management, operations and control of the business and affairs of the applicable issuer; (v) in the case of any Equity Interests consisting of the membership/limited liability company interests of a managing member in a limited liability company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable issuer; (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s) or managing member(s) of such issuer and/or any members of any board of members/managers/partners/directors that may at any time have any rights to manage and direct the business and affairs of the applicable issuer under its Organizational Documents as in effect from time to time or under Applicable Law; (vii) all rights to amend the Organizational Documents of such issuer, (viii) in the case of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”, general or limited, or “member” (as applicable) under the applicable Organizational Documents and/or Applicable Law; (ix) any real property interests other than Material Real Property and (x) all certificates evidencing such Equity Interests.

20

[PHI Group] Revolving Credit, Term Loan and Security Agreement

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time and the rules and regulations promulgated thereunder.

“Erroneous Payment” has the meaning assigned to it in Section 14.14(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 14.14(d).

“Erroneous Payment Impacted Loans” has the meaning assigned to it in Section 14.14(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 14.14(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 14.14(d).

“Event of Default” shall have the meaning set forth in Article X hereof.

“Excess Cash on Hand” shall mean, at any time, the greater of (a) $0 and (b) (x) the cash on hand of (1) Borrowers (other than cash subject to Liens in favor of any Person other than the Agent) and (2) Foreign Subsidiaries of Borrowers, not to exceed, in the case of this subclause (b)(x)(2), $15,000,000, minus (y) the aggregate outstanding principal amount of the Term Loan, minus (z) cash advances received in the form of insurance proceeds related to Hurricane Ida that have not been used to rebuild or purchase assets (other than securities or cash), or offset hurricane costs and expenses.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Account” means any deposit accounts, securities accounts or investment accounts (i) used solely for payroll expenses, trust accounts or employee benefit accounts of the Loan Parties and their Subsidiaries. and (ii) other deposit accounts, investment accounts and securities accounts that do not have a cash balance (or Cash Equivalent balance with respect to securities accounts and investment accounts) at any time exceeding $1,000,000 in the aggregate for all such accounts pursuant to this clause (ii).

“Excluded Hedge Liability or Liabilities” shall mean, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

“Excluded Property” shall mean (i) any non-material lease, license, contract or agreement to which any Borrower is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any Applicable Law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such Applicable Law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law or principles of equity), (ii) equipment owned by any Borrower that is subject to a purchase money lien or a capital lease obligation if (but only to the extent that and only for so long as such purchase money Indebtedness or capital lease restricts the granting of a Lien therein to Agent) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party, unless any required consents shall have been obtained, (iii) monies, checks, securities or other items on deposit or otherwise held in deposit accounts or trust accounts specifically and exclusively used for payroll, payroll taxes, deferred compensation and other employee wage and benefit payments to or for the direct benefit of such Borrower’s employees), (iv) those assets as to which the Agent and the Borrowers reasonably agree that the cost of obtaining such a security interest or perfection thereof is excessive in relation to the benefit of the security to be afforded thereby or (v) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; provided, however, that the foregoing exclusions in (i), (ii) and (v) shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach immediately to any portion of such lease, license, contract or agreement, provided, further that Excluded Property shall not include any proceeds of any such lease, license, contract or agreement or any goodwill of Borrowers’ business associated therewith or attributable thereto.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Excluded Taxes” shall mean, with respect to Agent, any Lender, Participant, Swing Loan Lender, Issuer or any other recipient of any payment to be made by or on account of any Obligations or required to be withheld or deducted from a payment to such Agent, Lender, Participant, Swing Loan Lender, Issuer or any other recipient, (a) taxes imposed on or measured by its net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office or applicable lending office is located or, in the case of any Lender, Participant, Swing Loan Lender or Issuer, in which its applicable lending office is located, (b) any branch profits taxes or any similar tax imposed by any jurisdiction described in (a), (c) in the case of a Lender, any withholding tax that is imposed on amounts payable to or for the account of such Lender at the time such Lender becomes a party hereto (other than pursuant to an assignment request by the Borrower under Section 3.11) or designates a new lending office, except to the extent that such Lender or Participant (or its assignor or seller of a participation, if any) was entitled, at the time of designation of a new lending office or assignment or sale of a participation, to receive additional amounts from Borrowers with respect to such withholding tax pursuant to Section 3.10(a), (d) Taxes attributable to such Agent, Lender, Participant, Swing Loan Lender, Issuer or any other recipient’s failure or inability to comply with Section 3.10(e) or (e) any Taxes imposed under FATCA.

“Exclusion Event” shall mean any event or events resulting in the termination, revocation on the right of any Borrower to participate, or exclusion of any Borrower from participation, in any Government Reimbursement Program.

“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.

“FAA” means the Federal Aviation Administration.

“Facility Availability” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the outstanding amount of Advances (other than the Term Loan).

“Facility Fee” shall have the meaning set forth in Section 3.3 hereof.

“FATCA” shall mean 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) and any current or future regulations thereunder 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 agreement, treaty or convention among Governmental Bodies and implementing such Sections of the Code.

“Fee Letter” shall mean the fee letter dated the Closing Date among Borrowers and PNC.

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

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“First Amendment Date” means November 9, 2021.

“First Amendment Dividend” means, dividends in an aggregate amount not to exceed the Excess Cash on Hand paid by the Loan Parties to their Parents so long as: (a) all such dividends are actually paid on or prior to December 31, 2021, (b) no Default or Event of Default exists before making any such dividend or would arise after giving effect to any such dividend, (c) no proceeds of any Revolving Advance are used to fund any such dividend, and (d) both before and after giving effect to the making of any such dividend, the Usage Amount is $3,000,000 or less; provided that (i) such Usage Amount may only be comprised of outstanding Letters of Credit and (ii) the aggregate amount of First Amendment Dividend shall not in any event exceed $130,000,000.

“Fixed Charge Coverage Ratio” shall mean, with respect to any fiscal period, the ratio of (a) Adjusted EBITDA, minus Unfunded Capital Expenditures made during such period, minus cash taxes paid during such period, to (b) all Debt Payments made during such period.

“Fixed Charge Coverage Ratio (Dividends)” shall mean, with respect to any date of determination, the ratio of (a) Adjusted EBITDA for the four (4) fiscal quarters most recently ended, minus Unfunded Capital Expenditures made during the four (4) fiscal quarters most recently ended, minus such dividend made (or to be made) during the current fiscal quarter, minus cash taxes paid during the four (4) fiscal quarters most recently ended, to (b) all Debt Payments (other than Debt Payments on account of the Term Loan) made during the four (4) fiscal quarters most recently ended.

“Flood Laws” shall mean all Applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Applicable Laws related thereto.

“Foreign Currency Hedge” shall mean any foreign exchange transaction, including spot and forward foreign currency purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of one currency in exchange for the sale of another currency entered into by any Borrower, Guarantor and/or any of their respective Subsidiaries.

“Foreign Currency Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Foreign Currency Hedge.

“Foreign Lender” shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which Borrowers are resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” shall mean any Subsidiary of any Person that is not organized or incorporated in the United States, any State or territory thereof or the District of Columbia.

“Formula Amount” shall have the meaning set forth in Section 2.1(a) hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

“Government Account Debtor” means an Account Debtor that is a Government Reimbursement Program.

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

“Government Depositary Agreement” shall mean each agreement among any Borrower, the Agent, and a Lockbox Bank, in form and substance satisfactory to the Agent, pursuant to which the applicable Lockbox Bank agrees to forward any amounts deposited in the applicable Government Lockbox or Government Lockbox Account on a daily basis to a Blocked Account subject to a deposit account control agreement, in form and substance satisfactory to Agent.

“Government Lockbox” means each post office box or similar lockbox set forth on Schedule 4.8(i) hereto, established to receive checks and EOBs with respect to Receivables payable by Governmental Bodies.

“Government Lockbox Account” means with respect to any, an account or accounts maintained by such Borrower with Lockbox Bank into which all collections of Receivables on which Government Account Debtors are obligated are paid directly and such Government Lockbox Account shall be an account in the name of such Borrower, and shall be the sole and exclusive property of such Borrower.

“Government Reimbursement Program” means (i) Medicare, (ii) Medicaid, (iii) TRICARE (formerly known as the Civilian Health and Medical Program of the Uniformed Services), (iv) the Federal Employees Health Benefits Program under 5 U.S.C. §§ 8902 et seq., (v) any other program pursuant to which the United States of America is acting under a program established by Medicare or Medicaid per the Social Security Act or any other federal healthcare program, including the Veteran’s Administration, (vi) any State or District of Columbia acting pursuant to a healthcare plan adopted pursuant to the Social Security Act or any other State legislation, and (vii) any agent, administrator, intermediary or carrier for any of the foregoing, and in each case, any other similar governmental programs which presently or in the future that reimburses or pays providers for Healthcare Services.

“Governmental Acts” shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body.

“Governmental Body” shall mean any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government (including any supra-national bodies such as the European Union or the European Central Bank and any governmental body (federal or state) charged with the responsibility, or vested with the authority to administer or enforce, any Healthcare Laws) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for

25

[PHI Group] Revolving Credit, Term Loan and Security Agreement

International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). Payments from Governmental Bodies will be deemed to include payments governed under the Social Security Act (42 U.S.C. §§ 1395 et seq.), including payments under Medicare, Medicaid and TRICARE/CHAMPUS, and payments administered or regulated by CMS.

“Guarantor” shall mean any Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations and “Guarantors” means collectively all such Persons.

“Guarantor Security Agreement” shall mean any security agreement executed by any Guarantor in favor of Agent securing the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.

“Guaranty” shall mean any guaranty of the Obligations executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent.

“Hazardous Discharge” shall have the meaning set forth in Section 9.3(b) hereof.

“Hazardous Materials” shall mean, without limitation, any flammable explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, hazardous wastes or hazardous or substances as defined in or subject to regulation under Environmental Laws.

“Healthcare Authorizations” means any and all Consents of, from or issued by, any Governmental Body including permits, licenses, provider agreements, authorizations, certificates, CONs, accreditations and plans of third-party accreditation bodies, organizations or agencies (such as, but without limitations, the Joint Commission) (a) necessary to enable any Healthcare Borrower to engage in, provided or bill for any Healthcare Services, participate in and receive payment under Government Reimbursement Programs or otherwise continue to conduct its respective business as it is conducted on the Closing Date or (b) required under any Healthcare Law relating to any Government Reimbursement Program or Persons engaged in the Healthcare Services or (c) issued or required under Healthcare Laws applicable to the ownership, operation or management of any Healthcare Borrower’s respective business or assets.

“Healthcare Borrower” shall mean PHI Health, AM Equity Holdings and any other Borrower performing Healthcare Services.

“Healthcare Laws” means all applicable statutes, laws, ordinances, rules, and regulations of any Governmental Body, including: (a) Medicaid; TRICARE/CHAMPUS; Section 1128B(b) of the Social Security Act; 42 U.S.C. § 1320a-7b(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the “Federal Anti-Kickback Statute”; the Social Security Act, Section 1877; 42 U.S.C. 1395nn (Prohibition Against Certain Referrals), commonly referred to as the “Stark Statute”; 31 U.S.C.§§ 3729-3722, common referred to as the federal “False Claims Act”; 31 U.S.C. §§ 3801-3812, commonly referred to as the “Program Fraud Civil Remedies Act”; 42 U.S.C.§§ 1320a-7a and 1320a-7b, commonly referred to as the “Civil Monetary Penalties Law”; and 42 U.S.C. § 1320a-7, common referred to as the “Exclusion

26

[PHI Group] Revolving Credit, Term Loan and Security Agreement

Laws”); (b) with respect to air ambulance service providers pertaining to the provision of billing, collection, and reimbursement for, administration of, and payment for services which are reimbursed with federal, state or local governmental funds through or on behalf of any Governmental Body, including Medicaid or TRICARE/CHAMPUS, (c) all licensure laws and regulations applicable to the Borrowers and its Subsidiaries; (d) all applicable professional standards regulating air ambulance service providers; and (e) any and all other federal, state or local healthcare laws, rules, codes, statutes, regulations, orders and ordinances applicable to the air ambulance services, in each case as amended from time to time applicable to the activities referenced in subsections (a)-(d) above.

“Healthcare Services” means delivering or providing or arranging to deliver or provide or administering, managing or monitoring air ambulance services, including without limitation, the sale, delivery, transportation, provision or administration of, people, health or healthcare items, goods or services but excluding search and rescue.

“Hedge Liabilities” shall mean collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and any state laws regulating the privacy and/or security of individually identifiable information, including state laws providing for notification of breach of privacy or security of individually identifiable information, in each case as amended, modified or supplemented from time to time, and together with all successor statutes thereto and all rules and regulations promulgated from time to time thereunder.

“Increasing Lender” shall have the meaning set forth in Section 2.24(a) hereof.

“Indebtedness” shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (a) borrowed money; (b) amounts received under or liabilities in respect of any note purchase or acceptance credit facility, and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all Capitalized Lease Obligations; (d) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, banker’s acceptance agreement or similar arrangement; (e) obligations under any Interest Rate Hedge, Foreign Currency Hedge, or other interest rate management device, foreign currency exchange agreement, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement; (f) any other advances of credit made to or on behalf of such Person relating to forward sale or purchase agreements and conditional sales agreements having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements including to finance the purchase price of property or services and all obligations of such Person to pay the deferred purchase price of property or services (but not including trade or accounts payables and accrued expenses incurred in the Ordinary Course of Business which are not represented by a promissory note or other evidence of indebtedness and which are not more than thirty (30) days past due); (g) all Equity Interests of such Person subject to repurchase or redemption rights or obligations (excluding repurchases or redemptions at the sole

27

[PHI Group] Revolving Credit, Term Loan and Security Agreement

option of such Person); (h) all indebtedness, obligations or liabilities secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are otherwise an obligation of such Person; (i) all obligations of such Person for “earnouts”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts; (j) off-balance sheet liabilities and/or pension plan liabilities of such Person; (k) obligations arising under bonus, deferred compensation, incentive compensation or similar arrangements, other than those arising in the Ordinary Course of Business; and (l) any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses (a) through (k).

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Ineligible Security” shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

“Insolvency Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such Person’s direct or indirect parent company (a) becomes the subject of a bankruptcy or insolvency proceeding (including any proceeding under Title 11 of the United States Code), or regulatory restrictions, (b) has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it or has called a meeting of its creditors, (c) admits in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (d) with respect to a Lender, such Lender is unable to perform hereunder due to the application of Applicable Law, or (e) in the good faith determination of Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment of a type described in clauses (a) or (b), provided that an Insolvency Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Intellectual Property” shall mean property constituting a patent, copyright, trademark (or any application in respect of the foregoing), service mark, copyright, copyright application, trade name, mask work, trade secrets, design right, assumed name or license or other right to use any of the foregoing under Applicable Law.

“Intellectual Property Security Agreement” shall mean collectively, (i) those certain copyright, trademark and/or patent security agreements, dated as of the Closing Date between the applicable Borrower and Agent, and (ii) any copyright, trademark and/or patent security agreements, entered into after the Closing Date between the applicable Borrower and Agent, in each case, the form and substance of which shall be satisfactory to Agent.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Interest Period” shall mean the period provided for any LIBORTerm SOFR Rate Loan pursuant to Section 2.2(b) hereof.

“Interest Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by any Borrower, Guarantor and/or their respective Subsidiaries in order to provide protection to, or minimize the impact upon, such Borrower, any Guarantor and/or their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

“Interest Rate Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Interest Rate Hedge.

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

“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.

“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.

“Inventory” shall mean and include as to each Borrower all of such Borrower’s inventory (as defined in Article 9 of the Uniform Commercial Code) and all of such Borrower’s goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Borrower’s business or used in selling or furnishing such goods, merchandise and other personal property, and all Documents.

“Investment Payment Conditions” shall mean, at the time of determination with respect to the making of any Investment the following conditions shall have been satisfied:

(a) no Event of Default shall have occurred or would occur after giving pro forma effect to such dividend or distribution;

(b) immediately prior to, and after giving pro forma effect to such dividend or distribution, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8 is not less than 1.10 to 1.00; provided that for determining compliance with this clause (b) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance with a Fixed Charge Coverage RaitoRatio as of the Closing Date that is not less than 1.10 to 1.00; and

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(c) immediately prior to, and after giving pro forma effect to such Investment or repayment, repurchase or redemption, Undrawn Availability on pro forma basis is greater than or equal to thirty-fivetwenty-five percent (3525%) of the Maximum Revolving Advance Amount; and

(d) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“IPM Customer” shall mean any Customer of Borrower that is a Third Party Payor or that self-pays for Healthcare Services.

“IPM Receivable” shall mean any Receivable arising from a sale by any Borrower to an IPM Customer.

“Issuer” shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and (ii) any other Lender which Agent in its sole discretion shall designate as the issuer of and cause to issue any particular Letter of Credit under this Agreement in place of Agent as issuer.

“Joint Venture Payment Conditions” shall mean, at the time of determination with respect to the making of any Investment in joint ventures the following conditions shall have been satisfied:

(a) no Event of Default shall have occurred or would occur after giving pro forma effect to such Investment,

(b) immediately prior to, and after giving pro forma effect to such Investment, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8 is not less than 1.25 to 1.00; provided that for determining compliance with this clause (b) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance with a Fixed Charge Coverage RaitoRatio as of the Closing Date that is not less than 1.25 to 1.00;

(c) immediately prior to, and after giving pro forma effect to such Investment, Undrawn Availability on pro forma basis is greater than or equal to thirty-fivetwenty-five percent (3525%) of the Maximum Revolving Advance Amount; and

(d) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Law(s)” shall mean any law(s) (including common law and equitable principles), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, code, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.

“Leasehold Interests” shall mean all of each Borrower’s right, title and interest in and to, and as lessee of, the premises identified as leased Real Property on Schedule 4.4 hereto.

“Lender” and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender. For the purpose of provision of this Agreement or any Other Document which provides for the granting of a security interest or other Lien to the Agent for the benefit of Lenders as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation (specifically including any Hedge Liabilities and any Cash Management Liabilities) is owed.

“Lender-Provided Foreign Currency Hedge” shall mean a Foreign Currency Hedge which is provided by PNC or any Affiliate of PNC that: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Foreign Currency Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Lender-Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by PNC or any Affiliate of PNC that: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Lessee Consent” means in respect of each Aircraft subject to an Aircraft Lease that is Aircraft Collateral, a document in form and substance reasonably acceptable to the Agent under which, amongst other matters, each relevant lessee acknowledges the interest of the Agent in such Aircraft and agrees that its Aircraft Lease is subject and subordinate to the Other Documents.

“Letter of Credit Application” shall have the meaning set forth in Section 2.12(a) hereof.

“Letter of Credit Borrowing” shall have the meaning set forth in Section 2.14(d) hereof.

“Letter of Credit Fees” shall have the meaning set forth in Section 3.2 hereof.

“Letter of Credit Sublimit” shall mean $10,000,000.

“Letters of Credit” shall have the meaning set forth in Section 2.11 hereof.

“LIBOR Alternate Source” shall have the meaning set forth in the definition of LIBOR Rate.

“LIBOR Rate” shall mean for any LIBOR Rate Loan for the then current Interest Period relating thereto, the interest rate per annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (a) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which Dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by Agent as an authorized information vendor for the purpose of displaying rates at which Dollar deposits are offered by leading banks in the London interbank deposit market (a “LIBOR Alternate Source”), at approximately 11:00 a.m. London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for Dollars for an amount comparable to such LIBOR Rate Loan and having a borrowing date and a maturity comparable to such Interest Period (or (x) if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any LIBOR Alternate Source, a comparable replacement rate determined by Agent at such time (which determination shall be conclusive absent manifest error), (y) if the LIBOR Rate is unascertainable as set forth in Section 3.8.2(i), a comparable replacement rate determined in accordance with Section 3.8.2), by (b) a number equal to 1.00 minus the Reserve Percentage; provided, however, that if the LIBOR Rate determined as provided above would be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes of this Agreement.

The LIBOR Rate shall be adjusted with respect to any LIBOR Rate Loan that is outstanding on the effective date of any change in the Reserve Percentage as of such effective date. Agent shall give reasonably prompt notice to the Borrowing Agent of the LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“LIBOR Rate Loan” shall mean any Advance that bears interest based on the LIBOR Rate.

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction.

“Lien Waiver Agreement” shall mean an agreement that each applicable Borrower shall cause to be executed within sixty (60) days after the Closing Date in favor of Agent by a Person who owns or occupies premises at which any books and records of any Borrower may be located from time to time in form and substance satisfactory to Agent, provided that, for the avoidance of doubt, each applicable Borrower shall only be required to use commercially reasonable efforts to obtain the foregoing; provided further that if Borrowers are unable to obtain a Lien Waiver Agreement for such location, Agent shall institute a Reserve in an amount equal to three (3) month’s rent for such location against the Formula Amount beginning on the sixtieth (60^th) day after the Closing Date.

“LLC Division” shall mean, in the event a Borrower or Guarantor is a limited liability company, (a) the division of any such Borrower or Guarantor into two or more newly formed limited liability companies (whether or not such Borrower or Guarantor is a surviving entity following any such division) pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar provision under any similar act governing limited liability companies organized under the laws of any other State or Commonwealth or of the District of Columbia, or (b) the adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Body that results or may result in, any such division.

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

“Lockbox Bank” means the applicable bank set forth on Schedule 4.8(i).

“Material Adverse Effect” shall mean (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Loan Parties, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under this Agreement or any Other Document to which any of the Loan Parties is a party, (c) a material adverse effect on the value of the Collateral, or Agent’s Liens on the Collateral or the priority of any such Lien or (d) a material adverse effect on the rights and remedies of the Lenders or the Agent under this Agreement or any Other Document; provided that any impact of the COVID-19 pandemic on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Loan Parties on or before June 30, 2021 shall not give rise to a Material Adverse Effect under clause (a) and (b) above.

“Material Contract” shall mean 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.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Material Indebtedness” means Indebtedness (other than the Advances) 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 and is set forth on Schedule 1.2(b).

“Maximum Loan Amount” shall mean $90,000,000110,000,000 plus any increases in accordance with Section 2.24 less repayments of the Term Loan.

“Maximum Revolving Advance Amount” shall mean $55,000,00075,000,000 plus any increases in accordance with Section 2.24.

“Maximum Swing Loan Advance Amount” shall mean $0.

“Maximum Undrawn Amount” shall mean, with respect to any outstanding Letter of Credit as of any date, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

“Medicaid” means, collectively, the health care assistance program established by Title XIX of the Social Security Act (42 U.S.C. 1396 et seq.) and any statutes succeeding thereto, and all laws and regulations pertaining to such program, including (a) all federal statutes affecting such program; (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) all applicable provisions of all rules, regulations, manuals, orders and requirements of all Governmental Bodies promulgated in connection with such program that are binding and have the force of law, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) and any statutes succeeding thereto, and all laws and regulations pertaining to such program including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) or elsewhere) affecting such program; and (b) all applicable provisions of all rules, regulations, manuals, orders, and requirements of all Governmental Bodies promulgated in connection with such program that are binding and have the force of law, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare Accelerated and Advance Payment Program” means the Accelerated and Advance Payment Program for Medicare Part A and Part B providers and suppliers as expanded during the period of the COVID-19 public health emergency by Section 3719 of the CARES Act and subsequent CMS guidance.

34

[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Medicare Accelerated Payments” means, collectively, the payments received by certain Loan Parties pursuant to the Medicare Accelerated and Advance Payment Program and described on Schedule 1.2(d) hereto.

“Medicare/Medicaid Reserve” means, as of any date of determination, an amount, which in the Agent’s sole discretion, reserved in respect of (1) any retroactive settlements estimated to be due and owing to Governmental Bodies (which amount, in Agent’s Permitted Discretion, may be equal to or less than such amount) or (2) payment plans that have been established with the appropriate Governmental Body (which amount, in Agent’s sole discretion, may equal (x) so long as no Default or Event of Default exists as of such date of determination, a specific number of installments under such payment plans or (y) in the event that a Default or Event of Default exists as of such date of determination 100% of the amounts due under such payment plans).

“Minimum Aircraft/Engine Requirements” shall mean, with respect to any Aircraft or Engine, all of the following:

(a) Each Aircraft is airworthy and has in full force and effect a certificate of airworthiness duly issued pursuant to the Act, and each Engine is in serviceable condition and otherwise in the condition required pursuant to the terms and conditions of this Agreement and the other Loan Documents, other than Aircraft or Engines in long-term storage; provided, that while an Aircraft or Engine is undergoing maintenance and repairs in the ordinary course of business, it will not, solely as a result of such maintenance or repairs, be deemed unairworthy or not in serviceable condition, as applicable;

(b) such Aircraft or Engine is subject to a perfected first priority security interest in favor of Agent that satisfies the Perfection Requirements;

(c) if such Aircraft or Engine is subject to an Aircraft Lease, such Lease shall satisfy the Minimum Lease Requirements;

(d) such Aircraft or Engine has a certificate of insurance satisfying the requirements of Section 6.6(d) other than Aircraft or Engines in long-term storage;

(e) such Aircraft or Engine shall not be on lease to a Sanctioned Person; and

(f) such Aircraft and Engines are not otherwise deemed ineligible as Aircraft Collateral by Agent in its Permitted Discretion.

“Minimum Lease Requirements” means all of the criteria set forth below; provided that such criteria may be revised from time to time by Agent in its Permitted Discretion to address the results of any information with respect to Borrowers’ business or assets of which Agent becomes aware after the Closing Date pursuant to any field examination or appraisal performed or received by Agent from time to time after the Closing Date. No Aircraft Lease shall meet the Minimum Lease Requirements unless:

(a) such Aircraft Lease is a legal, valid and binding obligation of the related lessee, is enforceable in accordance with its terms (except as may be limited by applicable insolvency, bankruptcy, moratorium, reorganization, or other similar laws affecting enforceability of creditors’ rights generally and the availability of equitable remedies), is in full force and effect and is governed by the law of any state of the United States of America (or other Permitted Foreign Jurisdiction),

35

[PHI Group] Revolving Credit, Term Loan and Security Agreement

(b) such lessee’s obligations under such Lease to make scheduled payments is unconditional and not subject to any right of set-off, counterclaim, reduction or recoupment (it being understood that any right of the Lessee to temporarily pause or suspend such Lease shall not trigger this clause (b)),

(c) the rent for such Aircraft Lease shall be at commercially reasonable rates and paid to the Aircraft Collateral Owner monthly or on a timely basis,

(d) such Aircraft Lease includes maintenance or redelivery requirements, as necessary when such Aircraft or Engine is being operated to maintain such Aircraft or Engine’s serviceability standards pursuant to the requirements of the FAA or other applicable Governmental Bodies,

(e) such Aircraft Lease grants permission to sublease only if the primary Lessee thereunder remains obligated under such primary Lease, any sublease will be subject and subordinate to the primary Lease, and the sublessee’s principal base of operations is situated in the United States of America (or other Permitted Foreign Jurisdiction),

(f) such Aircraft Lease provide that the Lessee shall not create any Liens in respect of such Aircraft or Engine, or any Parts, except for exceptions thereto that are consistent with the Borrowers’ compliance with the corresponding provisions of this Agreement,

(g) such Aircraft Lease allows the Lessee to re-register the Whole Aircraft only so long as the lessor’s and Agent’s interest in such Whole Aircraft (and any Whole Engine installed thereon) is adequately protected in the Permitted Discretion of Agent,

(h) such Aircraft Lease includes general and tax indemnity provisions, with customary exclusions that are consistent with customary practices in the operating lease industry,

(i) all payments under such Aircraft Lease are required to be made in Dollars, and

(j) in respect of any such Lease to a lessee that is not an Affiliate of the Borrower, Agent shall have received a Lessee Consent.

“Modified Commitment Transfer Supplement” shall have the meaning set forth in Section 16.3(d) hereof.

“Mortgage” shall mean the mortgage on the Real Property securing the Obligations.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA to which contributions are required or, within the preceding five plan years, were required by any Borrower or any member of the Controlled Group.

36

[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors (including any Borrower or any member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Negative Pledge Agreements” shall mean those certain Negative Pledge Agreements, in each case, by the applicable Borrower party thereto, for the benefit of Agent, encumbering the owned Material Real Property referenced therein, in each case, (x) in form appropriate for recording with the appropriate Governmental Body of the jurisdiction in which the related owned Material Real Property is located and (y) otherwise in form and substance satisfactory to Agent.

“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 Borrowing Agent and its Subsidiaries to a third party and (b) in the case of any Disposition, the proceeds thereof in the form of cash or Cash Equivalents, net of:

(1) brokerage commissions and other fees and expenses (including reasonable and documented fees and expenses of legal counsel, accountants and investment banks) of such Disposition;

(2) provisions for taxes payable as a result of such Disposition (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 Borrowing Representative or any Subsidiary) owning a beneficial interest in the assets subject to the Disposition or having a Lien thereon or in order to obtain a necessary consent to such Disposition 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 Disposition; and

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

“New Lender” shall have the meaning set forth in Section 2.24(a) hereof.

“Non-Defaulting Lender” shall mean, at any time, any Lender holding a Revolving Commitment that is not a Defaulting Lender at such time.

“Non-Government Payors” means any Third Party Payors other than the Government Reimbursement Programs.

“Non-IPM Customer” shall mean any Customer of Borrower that does not constitute an IPM Customer.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Non-IPM Receivable” shall mean any Receivable arising from a sale by any Borrower to a Non-IPM Customer.

“Non-Qualifying Party” shall mean any Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

“Note” shall mean collectively, the Revolving Credit Notes, the Term Notes, and the Swing Loan Notes.

“Obligations” shall mean and include (i) any and all loans (including without limitation, all Advances and Swing Loans), advances, debts, liabilities, obligations (including without limitation all reimbursement obligations and cash collateralization obligations with respect to Letters of Credit issued hereunder), covenants and duties owing by any Borrower or Guarantor under this Agreement or any Other Document (and any amendments, extensions, renewals or increases thereto), to Issuer, Swing Loan Lender, Lenders or Agent (or to any other direct or indirect subsidiary or affiliate of Issuer, Swing Loan Lender, any Lender or Agent) of any kind or nature, present or future (including any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and expenses of any Person payable by any Borrower and any indemnification obligations payable by any Borrower arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Borrower, whether or not a claim for post-filing or post-petition interest, fees or other amounts is allowable or allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise including all costs and expenses of Agent, Issuer, Swing Loan Lender and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations of any Borrower to Agent, Issuer, Swing Loan Lender or Lenders to perform acts or refrain from taking any action, (ii) all Hedge Liabilities and (iii) all Cash Management Liabilities. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities.

“Ordinary Course of Business” shall mean, with respect to any Borrower, the ordinary course of such Borrower’s business as conducted on the Closing Date and reasonable extensions thereof.

“Organizational Documents” shall mean, with respect to any Person, any charter, articles or certificate of incorporation, certificate of organization, registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited liability company agreement, or partnership agreement of such Person and any and all other applicable documents relating to such Person’s formation, organization or entity governance matters (including any shareholders’ or equity holders’ agreement or voting trust agreement) and specifically includes, without limitation, any certificates of designation for preferred stock or other forms of preferred equity.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Other Documents” shall mean the Notes, the Perfection Certificates, the Fee Letter, any Guaranty, any Guarantor Security Agreement, any Mortgage, any Aircraft Mortgage, any Aircraft Collateral Certificate, any Factor Tri-Party Agreement, any Lessee Consent, any Subordination Acknowledgment, any Pledge Agreement, any Negative Pledge Agreement, any Lender-Provided Interest Rate Hedge, any Lender-Provided Foreign Currency Hedge, any Cash Management Products and Services, the Intellectual Property Security Agreement, Lien Waiver Agreements, and any and all other agreements, instruments and documents, including the Agreement Among Lenders, intercreditor agreements, guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter executed by any Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement, in each case together with all extensions, renewals, amendments, supplements, modifications, substitutions and replacements thereto and thereof.

“Other Taxes” shall mean all present or future stamp or documentary taxes, charges or similar levies arising from any payment made hereunder or under any Other Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any Other Document.

“Out-of-Formula Loans” shall have the meaning set forth in Section 16.2(e) hereof.

“Overnight Bank Funding Rate” shall mean, for any, day the rate per annum (based on a year of 360 days and actual days elapsed) comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by such Federal Reserve Bank (or by such other recognized electronic source (such as Bloomberg) selected by the Agent for the purpose of displaying such rate) (an “Alternate Source”); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.

“Parent” of any Person shall mean a corporation or other entity owning, directly or indirectly, 50% or more of the Equity Interests issued by such Person having ordinary voting power to elect a majority of the directors of such Person, or other Persons performing similar functions for any such Person.

“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 the Aircraft Collateral 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.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Participant” shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

“Participation Advance” shall have the meaning set forth in Section 2.14(d) hereof.

“Participation Commitment” shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a participation equal to its Revolving Commitment Percentage (subject to any reallocation pursuant to Section 2.22(b)(iii) hereof) in the Swing Loans made by Swing Loan Lender hereunder as provided for in Section 2.4(c) hereof and in the Letters of Credit issued hereunder as provided for in Section 2.14(a) hereof.

“Payment Office” shall mean initially Two Tower Center Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if any, which it may designate by notice to Borrowing Agent and to each Lender to be the Payment Office.

“Payment Recipient” has the meaning assigned to it in Section 14.14(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“Pension Benefit Plan” shall mean at any time any “employee pension benefit plan” as defined in Section 3(2) of ERISA (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Sections 412, 430 or 436 of the Code and either (i) is maintained or to which contributions are required by Borrower or any member of the Controlled Group or (ii) has at any time within the preceding five years been maintained or to which contributions have been required by a Borrower or any entity which was at such time a member of the Controlled Group.

“Perfection Certificates” shall mean, collectively, the information questionnaires and the responses thereto provided by each Borrower and delivered to Agent.

“Perfection Requirements” shall have the meaning ascribed to it in Section 4.13.

“Permitted Acquisition” shall mean any acquisition by any Loan Party, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person as long as the following conditions are satisfied (unless waived in writing by Agent):

(a) Agent shall have received at least five (5) Business Days’ prior written notice of such proposed acquisition, which notice shall include a reasonably detailed description of such proposed acquisition;

(b) all transactions in connection therewith shall be consummated in accordance with all material Applicable Laws;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(c) (i) no Event of Default shall have occurred or would occur after giving pro forma effect to such acquisition, (ii) immediately prior to, and after giving pro forma effect to such acquisition, the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8 is not less than 1.25 to 1.00; provided that for determining compliance with this clause (ii) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance with a Fixed Charge Coverage RaitoRatio as of the Closing Date that is not less than 1.25 to 1.00; (iii) immediately prior to, and after giving pro forma effect to such acquisition, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and (iv) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions;

(d) Equity Interests of any Person or assets acquired by such Loan Party, shall be clear and free of all Liens (other than Permitted Encumbrances);

(e) any Person or assets or division as acquired in accordance herewith shall be in the same business or lines of business in which Loan Parties are engaged or businesses or lines of business that are reasonably related or incidental thereto or which the Borrowers have determined in good faith to be reasonable expansion of or accretive to such business or lines of businesses;

(f) the assets being acquired (other than (i) a de minimis amount of assets in relation to the assets being acquired or (ii) assets otherwise acceptable to Agent in its Permitted Discretion) are located within the United States or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States;

(g) the acquisition shall have been approved by the board of directors or other governing body or controlling Person of the Person acquired or the Person from whom such assets or division is acquired;

(h) in the case of a merger or consolidation, the applicable Loan Party shall be the continuing and surviving entity;

(i) on or about the closing of such acquisition, Agent shall be granted a first priority perfected Lien (subject to Permitted Encumbrances) in the assets and Equity Interests of such acquisition target or newly formed Subsidiary of the applicable Loan Party in connection with such acquisition and such acquisition target or newly formed Subsidiary shall become a Borrower hereunder or a Guarantor (to be determined by Agent in its Permitted Discretion), in each case, pursuant to Section 7.12;

(j) concurrently with the delivery of the notice referred to in clause (a) above, Borrowing Agent shall have delivered to Agent, in form and substance satisfactory to Agent in its Permitted Discretion a certificate of an Authorized Officer of Borrowing Agent to the effect that Borrowers and their Subsidiaries on a consolidated basis will be solvent upon the consummation of the proposed acquisition;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(k) on or prior to the date of such proposed acquisition, Agent shall have received copies of the applicable Permitted Acquisition Agreement and related material agreements and instruments, certificates, lien search results and other documents reasonably requested by Agent; and

(l) the total cash purchase component (including without limitation, all assumed liabilities, all earn-out payments and deferred payments with respect to such acquisitions) does not exceed $75,000,000 in the aggregate throughout the Term.

“Permitted Acquisition Agreement” shall mean any purchase agreement entered into by any Loan Party in connection with a Permitted Acquisition, in each case, including all exhibits, annexes, schedules and attachments thereto.

“Permitted Aircraft Liens” means (a) 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, (b) 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, (c) Liens which arise by virtue of any act or omission of a lessee under an Aircraft Lease or a Person claiming by or through any such lessee (whether permitted by the terms of the relevant Aircraft Lease or in contravention thereof) so long as, in the case of any Lien that is in contravention of the terms of the relevant Aircraft Lease, the Borrower and any applicable Loan Party or Subsidiary thereof is using commercially reasonable efforts to cause such Lien to be lifted promptly, or otherwise to enforce its rights and remedies under the applicable Aircraft Lease promptly upon becoming aware of such Lien, and in respect of any proceedings regarding such Lien, such proceedings 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 Assignees” shall mean: (a) Agent, any Lender or any of their direct or indirect Affiliates; (b) a federal or state chartered bank, a United States branch of a foreign bank, an insurance company, or any finance company generally engaged in the business of making commercial loans; (c) any fund that is administered or managed by Agent or any Lender, an Affiliate of Agent or any Lender or a related entity; and (d) any Person to whom Agent or any Lender assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Agent’s or Lender’s rights in and to a material portion of such Agent’s or Lender’s portfolio of asset-based credit facilities.

“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 Borrowers’ annual report on Form 10-K for the year ended December 31, 2018.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Permitted Discretion” means a determination made in good faith and in the exercise (from the perspective of a secured asset-based lender) of commercially reasonable business judgment. , proportionately applied, in accordance with customary industry practice for similar secured asset-based lending facilities, based upon its consideration of any factor that it believes could adversely affect the quantity, quality, mix or value of Collateral (including any Applicable Laws that may inhibit collection of a Receivable) or the enforceability or priority of the Agent’s liens thereon, or the amount that the Agent, the Lenders or any other Secured Party could receive in liquidation of any Collateral; provided that any such determination made by the Agent shall have a reasonable and proportional relationship to circumstances, conditions, events or contingencies which are the basis for such determination.

“Permitted Encumbrances” shall mean: (a) Liens in favor of Agent for the benefit of Agent and Lenders, including without limitation, Liens securing Hedge Liabilities and Cash Management Products and Services; (b) Liens for taxes, assessments or other governmental charges not delinquent or being Properly Contested; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business; (e) Liens arising by virtue of the rendition, entry or issuance against any Borrower or any Subsidiary, or any property of any Borrower or any Subsidiary, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 10.6 hereof; (f) carriers’, repairmens’, mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due or which are being Properly Contested; (g) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other charges or encumbrances, in each case, which do not interfere in any material respect with the Ordinary Course of Business of Borrowers and their Subsidiaries; (h) Liens on working capital assets of Foreign Subsidiaries of Borrowers in connection with the Indebtedness described in clause (i) of the definition of Permitted Indebtedness; (i) 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, (j) 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, (k) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrowers or any of their Subsidiaries, including rights of offset and setoff, (l) precautionary Liens arising from filing Uniform Commercial Code financing statements regarding true leases, (m) Permitted Aircraft Liens, (n) Liens disclosed on Schedule 1.2(a); provided that such Liens shall secure only those

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

obligations which they secure on the Closing Date and shall not subsequently apply to any other property or assets of any Borrower other than the property and assets to which they apply as of the Closing Date, (o) Liens securing the Indebtedness permitted under clauseclauses (f) and (l) of the definition of Permitted Indebtedness, (p) Liens on assets financed with Purchase Money Indebtedness securing Indebtedness permitted under clause (k) of the definition of Permitted Indebtedness, (q) Liens to secure Attributable Indebtedness; provided that any such Lien shall not extend to or cover any assets of any Borrower or any Subsidiary other than the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is incurred, (r) 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 and, (s) leases or subleases granted to others that do not materially interfere with the Ordinary Course of Business of the Borrowers or any of their Subsidiaries, and (t) Liens in connection with the Permitted Factoring Arrangements that do not attach to any Collateral other than Receivables sold in connection with such Permitted Factoring Arrangement.

“Permitted Factoring Arrangements” means the sale of Receivables by a Borrower in the Ordinary Course of Business so long as (a) the Customer is a Person approved in writing by the Agent (such approval not to be unreasonably withheld), (b) such sale is made pursuant to documentation in form and substance reasonably satisfactory to the Agent, (c) Agent shall have received a duly executed tri-party agreement among the applicable Borrower, Agent and the applicable factor, in form and substance reasonably satisfactory to Agent (“Factor Tri-Party Agreement”), and (d) the net cash proceeds from such sale are deposited in an account established with the Agent or in a Blocked Account at a Blocked Account Bank and subject to a deposit account control agreement, in form and substance reasonably satisfactory to Agent. The factoring of Receivables owing by ENI Petroleum Co. Inc. pursuant to that certain Receivables Purchase Agreement dated as of January 13, 2022, between PHI Aviation and JPMorgan Chase Bank, N.A. shall be deemed a Permitted Factoring Arrangement.

“Permitted Foreign Jurisdiction” shall have the meaning set forth in Section 4.13 hereof.

“Permitted Indebtedness” shall mean: (a) the Obligations; (b) [reserved]Indebtedness arising under the Permitted Factoring Arrangements; (c) any guarantees of Indebtedness permitted under Section 7.3 hereof; (d) any Indebtedness (including any Indebtedness between and among Loan Parties and/or Subsidiaries) listed on Schedule 5.8(b)(ii) hereof and any refinancing thereof that does not increase the original aggregate principal amount of such Indebtedness (other than with respect to amounts increased relating to fees, premiums, commissions and discounts relating to such refinancing and a roll-up of accrued interest); (e) Indebtedness consisting, and in accordance with the requirements of, of Permitted Loans made by one or more Borrower(s) to any other Borrower(s) or any of their respective Subsidiaries; (f) Interest Rate Hedges and Foreign Currency Hedges that are entered into by Borrowers or any of their Subsidiaries to hedge their risks with respect to outstanding Indebtedness of, or foreign currency exposures of, the Borrowers andor any of their Subsidiaries, in each case, not for speculative or investment purposes; (g) Permitted Loans between non-Loan Parties (who nonetheless are Affiliates of any Borrower); (h) Indebtedness arising in connection with endorsement of instruments for deposit in the Ordinary Course of Business, (i) Indebtedness in the form of local working capital and term loan facilities incurred by Foreign Subsidiaries of Borrowers in an aggregate principal amount not

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

to exceed $20,000,00030,000,000 pursuant to this clause (i) as long as (i) no Borrower (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 Borrower 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 Borrower 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, (j) 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 Borrower in the Ordinary Course of Business; (k) Purchase Money Indebtedness incurred by the Borrowers or any of their Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding, (l) other secured Indebtedness of any Borrower or any of its Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding; (m) unsecured Indebtedness of any Borrower or any of its Subsidiaries in an aggregate amount not to exceed $5,000,000 at any time outstanding and (n) Attributable Indebtedness in connection with Sale and Leaseback Transactions in an aggregate amount not to exceed $50,000,000.

“Permitted Investments” shall mean investments in: (a) obligations issued or guaranteed by the United States of America or any agency thereof; (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating); (c) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency; (d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof; (e) Permitted Loans; (f) Investments in any Borrower by a Borrower, (g) Investments in any Borrower by any Subsidiary, (h) Investments by any Loan Party to a non-Loan Party (who nonetheless is an Affiliate of any Borrower) not to exceed $20,000,00040,000,000 outstanding at any time in the aggregate subject to satisfaction of the Investment Payment Conditions, (i) Investments in existence on the Closing Date and listed on Schedule 7.4 and any amendments, renewals or replacements thereof that do not exceed the amount of such Investment, (j) Investments in Cash Equivalents so long as subject to and in accordance with Article IV, (i) Investments in joint ventures in a Permitted Business not to exceed $5,000,00020,000,000 in the aggregate for all such Investments subject to satisfaction of the Joint Venture Payment Conditions; and (j) any Permitted Acquisitions.; (k) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business and (l) Investments pursuant to any Permitted Factoring Arrangements.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Permitted Loans” shall mean: (a) the extension of trade credit by a Borrower to its Customer(s), in the Ordinary Course of Business in connection with a sale of Inventory or rendition of services, in each case on open account terms; (b) loans to employees in the Ordinary Course of Business not to exceed $1,500,000 in the aggregate at any time outstanding; (c) intercompany loans from a Foreign Subsidiary of a Loan Party to another Foreign Subsidiary of a Loan Party, and (d) intercompany loans (i) existing on the Closing Date, (ii) between Loan Parties and other Loan Parties, (iii) from a non-Loan Party (who nonetheless is an Affiliate of any Borrower) to a Loan Party and (iv) from a Loan Party to a non-Loan Party (who nonetheless is an Affiliate of any Borrower) after the Closing Date in an amount (such amount so calculated net of the amount of all intercompany loans owed to Loan Parties from non-Loan Parties) not to exceed $20,000,00040,000,000 at any time outstanding, subject to satisfaction of the Investment Payment Conditions at the extension of any such intercompany loan; provided that (i) the Agent shall have the right to request that each such intercompany loan is evidenced by a promissory note (including, if applicable, any master intercompany note executed by Loan Parties and/or applicable Subsidiaries) on terms and conditions (including terms subordinating payment of the indebtedness evidenced by such note to the prior payment in full of all Obligations) acceptable to Agent in its sole discretion that has been delivered to Agent either endorsed in blank or together with an undated instrument of transfer executed in blank by the applicable Borrower(s) that are the payee(s) on such note and (ii) no such promissory note shall be required to be delivered prior to the date that is sixty (60) days after the Closing Date (or such later date of delivery as may be agreed to by the Agent in its reasonable discretion).

“Person” shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

“Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan but not a Multiemployer Plan, as defined herein) maintained by any Borrower or any of its Subsidiaries or with respect to which any Borrower or any of its Subsidiaries has any liability.

“Pledge Agreement” shall mean (i) subject to Section 6.18, that certain Pledge Agreement among the Australian and New Zealand Foreign Subsidiaries of the Borrowers, as pledgors, in favor of Agent and (ii) any other pledge agreementsany pledge agreement executed subsequent to the Closing Date by any other Person to secure the Obligations. It being understood and agreed that from and after the Second Amendment Date, that each of the ANZAC Share Pledges (as defined in the Second Amendment) shall not constitute Pledge Agreements or Other Documents in any respect hereunder.

“Pledged Equity” shall mean the pledged Equity Interests listed on Schedule 5.24 with the percentages described under the column “Ownership Pledged”, together with any other Equity Interests, certificates, options, or rights or instruments pledged hereunder in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Loan Party while this Agreement is in effect.

“PNC” shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Pro Forma Financial Statements” shall have the meaning set forth in Section 5.5(b) hereof.

“Pro Forma Funds Flow” shall have the meaning set forth in Section 5.5(a) hereof.

“Projections” shall have the meaning set forth in Section 5.5(b) hereof.

“Properly Contested” shall mean, in the case of any Indebtedness, Lien or Taxes, as applicable, of any Person that are not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien or Taxes, as applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the non-payment of such Indebtedness or Taxes will not have a Material Adverse Effect or will not result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness or taxes unless such Lien (x) does not attach to any Receivables or Inventory, (y) is at all times junior and subordinate in priority to the Liens in favor of the Agent (except only with respect to property Taxes that have priority as a matter of applicable state law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; and (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review.

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

“Protective Advances” shall have the meaning set forth in Section 16.2(f) hereof.

“Published Rate” shall mean the rate of interest published each Business Day in the Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the LIBOR Rate for a one month period as published in another publication selected by the Agent).

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of any Borrower or any 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 such Borrower or any such 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 such Borrower or such Subsidiary or such installation, construction or improvement.

“Purchasing CLO” shall have the meaning set forth in Section 16.3(d) hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Purchasing Lender” shall have the meaning set forth in Section 16.3(c) hereof.

“Q Investments” shall mean 5 Essex, LLC (“5 Essex”), its manager Renegade Swish, LLC (“RS”), and any entity that directly, or indirectly, controls, is controlled by, or is under common control with, either of 5 Essex or RS.

“Qualified ECP Loan Party” shall mean each Borrower or Guarantor that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

“Qualifying IPO” means the issuance by Borrowing Agent of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“RCRA” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“Real Property” shall mean all of the owned and leased premises identified on Schedule 4.4 hereto or in and to any other premises or real property that are hereafter owned or leased by any Borrower.

“Receivables” shall mean and include, as to each Borrower, all of such Borrower’s accounts (as defined in Article 9 of the Uniform Commercial Code) and all of such Borrower’s contract rights, instruments (including those evidencing indebtedness owed to such Borrower by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to such Borrower arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

“Register” shall have the meaning set forth in Section 16.3(e) hereof.

“Reimbursement Obligation” shall have the meaning set forth in Section 2.14(b) hereof.

“Release” shall have the meaning set forth in Section 5.7(c)(i) hereof.

“Reportable Compliance Event” shall mean that (1) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty or enters into a settlement with an Governmental Body in connection with any economic sanctions or other Anti-Terrorism Law or Anti-Corruption law, or any predicate crime to any Anti-Terrorism Law or

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

Anti-Corruption Law, or violates any Anti-Terrorism Law or Anti-Corruption Law; (2) any Covered Entity engages in a transaction that has caused the Lenders or Agent to be in violation of any Anti-Terrorism Law, including a Covered Entity’s use of any proceeds of the credit facility to fund any operations in, finance any investments or activities in, or, make any payments to, directly or indirectly, a Sanctioned Jurisdiction or Sanctioned Person; (3) any Collateral becomes Embargoed Property; or (4) any Covered Entity otherwise violates any of the representations in Section 5.35, or any covenant in Section 6.21 or Section 7.21.

“Reportable ERISA Event” shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder.

“Reporting Trigger Period” shall mean the period commencing upon (i) the occurrence and continuance of an Event of Default or (ii) the date on which Borrowers’ Facility Availability is less than twenty five percent (25%) of the Maximum Revolving Advance Amount at any time and ending on the first date thereafter upon which (x) with respect to clause (i), such Event of Default has been waived in writing or cured in accordance with the terms of this Agreement, and (y) with respect to clause (ii), when Borrowers have Facility Availability, for thirty (30) consecutive days, equal to or exceeding twenty five percent (25%) of the Maximum Revolving Advance Amount.

“Required Cape Town Registrations” shall have the meaning set forth in Section 4.13(c)(i) hereof.

“Required Lenders” shall mean Lenders (not including Swing Loan Lender (in its capacity as such Swing Loan Lender) or any Defaulting Lender) holding at least fifty-one percent (51%) of either (a) the aggregate of (x) the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender) and (y) outstanding principal amount of the Term Loan or (b) after the termination of all commitments of Lenders hereunder, the sum of (x) the outstanding Revolving Advances, Swing Loans, and Term Loans, plus the Maximum Undrawn Amount of all outstanding Letters of Credit.

“Reserves” shall mean reserves against the Maximum Revolving Advance Amount, or the Formula Amount, including without limitation the Medicare/Medicaid Reserve, as Agent may reasonably deem proper and necessary from time to time in accordance with its Permitted Discretion; provided notwithstanding anything herein to the contrary, (i) Reserves shall not duplicate the effect of eligibility criteria contained in the definition of Eligible Receivables (including any of the component definitions thereof) or any other Reserve then established, (ii) the establishment or increase of any Reserve will bear a reasonable relationship to the event, condition or other matter that is the basis for such Reserve or increase, upon at least five (5) Business Days’ prior written notice (which notice may be delivered via email) to the Borrowing Agent (which notice will include a reasonably detailed description of the Reserve being established), (iii) during such five (5) Business Day period, the Agent will, if requested, discuss any such new or modified Reserve with the Borrowing Agent, and the Borrowing Agent may take such action as may be required so that the event, condition or matter that is the basis for such new or modified Reserve no longer exists or exists in a manner that would result in the establishment of a lower Reserve, in each case, in a manner and to the extent reasonably satisfactory to the Agent and (iv) except to the extent

49

[PHI Group] Revolving Credit, Term Loan and Security Agreement

set forth on the most recent Borrowing Base Certificate approved by the Agent on or prior to the Second Amendment Date, any circumstances, conditions, events or contingencies existing or arising prior to the Second Amendment Date disclosed in writing in any field examination or appraisal delivered to the Agent in connection herewith or otherwise disclosed to the Agent, in either case, prior to the Second Amendment Date, shall not be the basis for any establishment of any Reserves after the Second Amendment Date, unless such circumstances, conditions, events or contingencies shall have changed in a material respect since the Second Amendment Date.

“Reserves” shall mean reserves against the Maximum Revolving Advance Amount, or the Formula Amount, including without limitation the Medicare/Medicaid Reserve and a reserve for any deferred social security taxes in respect of the fiscal year ended 2020, as Agent may reasonably deem proper and necessary from time to time in accordance with its Permitted Discretion.

“Reserve Percentage” shall mean as of any day the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).

“Responsible Officer” of any Person means any Executive Officer or Financial Officer of such Person.

“Restricted Payment” means any dividend or distribution on any Equity Interests of any Borrower or any of its Subsidiaries (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or application of any funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or any options to purchase or acquire any Equity Interest of any Borrower or its Subsidiaries.

“Restricted Payment Conditions” shall mean, at the time of determination with respect to payment of any Restricted Payment pursuant to Section 7.7(a), as applicable, the following conditions shall be satisfied:

(a) there shall be no more than one (1) Restricted Payment made during any fiscal quarter pursuant to Section 7.7(a);

(b) such Restricted Payment shall be made after Agent’s receipt of the quarterly financial statements in accordance with Section 9.8;

(c) no Event of Default shall have occurred or would occur after giving pro forma effect to such Restricted Payment;

(d) immediately prior to, and after giving pro forma effect to such Restricted Payment, the Fixed Charge Coverage Ratio (Dividends) as of the last day of the most recently ended fiscal quarter for which Borrowers provided financial statements to Agent pursuant to Section 9.8 is not less than 1:10 to 1:00;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(e) the amount of such Restricted Payment shall not exceed the Excess Cash on Hand;

(f) immediately prior to, and after giving pro forma effect to such Restricted Payment, (x) Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount, and (y) the Usage Amount is $3,000,000 or less; provided that such Usage Amount may only be comprised of outstanding Letters of Credit; and

(g) Agent shall have received a Compliance Certificate and, if requested by Agent, any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“Revolving Advances” shall mean Advances other than Letters of Credit, the Term Loan and the Swing Loans.

“Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to make Revolving Advances and participate in Swing Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount (if any) of such Lender.

“Revolving Commitment Amount” shall mean, (i) as to any Lender other than a New Lender, the Revolving Commitment amount (if any) set forth below such Lender’s name on the signature page heretoto the Second Amendment (or, in the case of any Lender that became party to this Agreement after the ClosingSecond Amendment Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment amount provided for in the joinder signed by such New Lender under Section 2.24(a)(x), in each case as the same may be adjusted upon any increase by such Lender pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“Revolving Commitment Percentage” shall mean, (i) as to any Lender other than a New Lender, the Revolving Commitment Percentage (if any) set forth below such Lender’s name on the signature page hereofto the Second Amendment (or, in the case of any Lender that became party to this Agreement after the ClosingSecond Amendment Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment Percentage provided for in the joinder signed by such New Lender under Section 2.24(a)(ix), in each case as the same may be adjusted upon any increase in the Maximum Revolving Advance Amount pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“Revolving Credit Note” shall mean, collectively, the promissory notes referred to in Section 2.1(a) hereof, each as amended, restated or otherwise modified from time to time.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Revolving Interest Rate” shall mean (a) with respect to Revolving Advances that are Domestic Rate Loans and Swing Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to LIBORRevolving Advances that are Term SOFR Rate Loans, the sum of the Applicable Margin plus the LIBOR Rate.Term SOFR Rate plus the Term SOFR Rate Adjustment; provided that if the sum of the Term SOFR Rate plus the Term SOFR Rate Adjustment as so determined shall ever be less than the SOFR Floor, then the Revolving Interest Rate with respect to Revolving Advances that are Term SOFR Rate Loans shall be the sum of the Applicable Margin plus the SOFR Floor.

“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; provided that in no event shall the Sale and Leaseback Transactions permitted under this Agreement exceed $50,000,000 in the aggregate; provided further that the Net Proceeds received in respect of the Sale Leaseback Transactions shall be applied in accordance with Section 2.20(a)(i).

“Sanctioned Jurisdiction” shall mean a country subject to a comprehensive sanctions program maintained under any Anti-Terrorism Law, including, as of the First Amendment Date, Cuba, Iran, North Korea, Syria, and the Crimea Region of Ukraine.

“Sanctioned Person” shall mean (a) a Person that is the subject of sanctions administered by OFAC or the U.S. Department of State (“State”), including by virtue of being (i) named on OFAC’s list of “Specially Designated Nationals and Blocked Persons”; (ii) organized under the laws of, ordinarily resident in, or physically located in a Sanctioned Jurisdiction; (iii) owned or controlled 50% or more in the aggregate, by one or more Persons that are the subject of sanctions administered by OFAC; (b) a Person that is the subject of sanctions maintained by the European Union (“E.U.”), including by virtue of being named on the E.U.’s “Consolidated list of persons, groups and entities subject to E.U. financial sanctions” or other, similar lists; or (c) a Person that is the subject of sanctions maintained by the United Kingdom (“U.K.”), including by virtue of being named on the “Consolidated List Of Financial Sanctions Targets in the U.K.” or other, similar lists.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Second Amendment” means that certain Second Amendment and Waiver to Revolving Credit, Term Loan and Security Agreement dated as of the Second Amendment Date, by and among the Borrowers, the Lenders and the Agent.

“Second Amendment Date” means the Effective Date (as defined in the Second Amendment), which date was April 8, 2022.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Secured Parties” shall mean, collectively, Agent, Issuer, Swing Loan Lender and Lenders, together with any Affiliates of Agent or any Lender to whom any Hedge Liabilities or Cash Management Liabilities are owed and with each other holder of any of the Obligations, and the respective successors and assigns of each of them.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Settlement” shall have the meaning set forth in Section 2.6(d) hereof.

“Settlement Date” shall have the meaning set forth in Section 2.6(d) hereof.

“SOFR” shall mean, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Floor” means a rate of interest per annum equal to one percent (1.00%).

“SOFR Reserve Percentage” shall mean, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding.

“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.

“Special Canadian Proceeds” means any amounts received by the Borrowers relating to written-off collections, settlements and insurance proceeds due to a certain damaged rotary aircraft previously disclosed to the Agent.

“Specified Contribution” shall have the meaning set forth in Section 6.5(b) hereof.

“State of Registration” means, in respect of an Aircraft, the United States or such other jurisdiction under the laws of which such Aircraft is registered.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Subsidiary” shall mean of any Person a corporation or other entity of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

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

“Subsidiary Stock” shall mean (a) with respect to the Equity Interests issued to a Borrower by any Subsidiary (other than a Foreign Subsidiary), 100% of such issued and outstanding Equity Interests, and (b) with respect to any Equity Interests issued to a Borrower by any Foreign Subsidiary (i) 100% of such issued and outstanding Equity Interests not constituting voting stock (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (ii) 65% (or a greater percentage that would not cause (or is not reasonably expected to cause) any U.S. shareholder of such Foreign Subsidiary to (x) include in income for any tax year an amount under Section 956 of the Code in excess of $1,000,000 after taking into account all applicable deductions, including, but not limited to, Section 245A of the Code and the Treasury Regulations issued thereunder or (y) have material adverse tax consequences, in each case, as determined by the Borrowing Agent in good faith in consultation with Agent) of such issued and outstanding Equity Interests constituting voting stock (within the meaning of Treas. Reg. Section 1.956-2(c)(2)).

“Swap” shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

“Swap Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender-Provided Interest Rate Hedge, or a Lender-Provided Foreign Currency Hedge.

“Swing Loan Lender” shall mean PNC, in its capacity as lender of the Swing Loans.

“Swing Loan Note” shall mean the promissory note described in Section 2.4(a) hereof.

“Swing Loans” shall mean the Advances made pursuant to Section 2.4 hereof.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.

“Term” shall have the meaning set forth in Section 13.1 hereof.

“Term Loan” shall have the meaning set forth in Section 2.3 hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Term Loan Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to fund a portion of the Term Loan in an aggregate principal equal to the Term Loan Commitment Amount (if any) of such Lender.

“Term Loan Commitment Amount” shall mean, as to any Lender, the term loan commitment amount (if any) set forth below such Lender’s name on the signature page hereofto the Second Amendment (or, in the case of any Lender that became party to this Agreement after the ClosingSecond Amendment Date pursuant to Section 16.3(c) or (d) hereof, the term loan commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“Term Loan Commitment Percentage” shall mean, as to any Lender, the Term Loan Commitment Percentage (if any) set forth below such Lender’s name on the signature page hereofto the Second Amendment (or, in the case of any Lender that became party to this Agreement after the ClosingSecond Amendment Date pursuant to Section 16.3(c) or (d) hereof, the Term Loan Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“Term Loan Rate” shall mean (a) with respect to Term Loans that are Domestic Rate Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to Term Loans that are LIBORTerm SOFR Rate Loans, the sum of the Applicable Margin plus the LIBOR Rate.Term SOFR Rate plus the Term SOFR Rate Adjustment; provided that if the sum of the Term SOFR Rate plus the Term SOFR Rate Adjustment as so determined shall ever be less than the SOFR Floor, then the Term Loan Rate with respect to Term Loans that are Term SOFR Rate Loans shall be the sum of the Applicable Margin plus the SOFR Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).

“Term SOFR Rate” shall mean, with respect to any Term SOFR Rate Loan for any Interest Period, the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, at the Agent’s discretion, to the nearest 1/100th of 1%) (A) the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day (the “Term SOFR Determination Date”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage. If the Term SOFR Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR Reference Rate, for purposes of clause (A) in the preceding sentence, shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate for such tenor was published in accordance herewith, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Date. The Term SOFR Rate shall be adjusted automatically without notice to the Borrower on and as of (i) the first day of each Interest Period, and (ii) the effective date of any change in the SOFR Reserve Percentage.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Term SOFR Rate Adjustment” means with respect to Advances with an Interest Period of (a) one (1) month, one-tenth of one percent (0.10%), (b) three (3) months, fifteen one-hundredths of one percent (0.15%), and (c) six (6) months, one-quarter of one percent (0.25%).

“Term SOFR Rate Loan” means an Advance that bears interest based on Term SOFR Rate.

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Termination Event” shall mean: (a) a Reportable ERISA Event with respect to any Pension Benefit Plan; (b) the withdrawal of any Borrower or any member of the Controlled Group from a Pension Benefit Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the providing of notice of intent to terminate a Pension Benefit Plan in a distress termination described in Section 4041(c) of ERISA; (d) the commencement of proceedings by the PBGC to terminate a Pension Benefit Plan; (e) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Benefit Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; (f) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of any Borrower or any member of the Controlled Group from a Multiemployer Plan; (g) a determination that any Pension Benefit Plan is considered an at risk plan (within the meaning of Section 430 of the Code or Section 303 of ERISA) or a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA) or in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon any Borrower or any member of the Controlled Group; (i) the existence with respect to any Plan of a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; (j) any failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Benefit Plan or the failure by any Borrower or a member of the Controlled Group to make any required contribution to a Multiemployer Plan; or (k) receipt of notice from the Internal Revenue Service that any Plan fails to satisfy the applicable requirements of Section 401 of the Code.

“Term Note” shall mean, collectively, the promissory notes described in Section 2.3 hereof.

“Third Party Payor” means Government Reimbursement Programs, Blue Cross and/or Blue Shield, private insurers, managed care plans and any other Person or entity which presently or in the future that reimburses or pays providers for Healthcare Services.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

“Third Party Payor Authorizations” means all participation agreements, provider or supplier agreements, enrollments, accreditations and billing numbers necessary to participate in and receive reimbursement from a Third Party Payor program, including all Medicare and Medicaid participation agreements.

“Transactions” shall have the meaning set forth in Section 5.5(a) hereof.

“Transferee” shall have the meaning set forth in Section 16.3(d) hereof.

“TRICARE/CHAMPUS” means the Civilian Health and Medical Program of the Uniformed Service, a program of medical benefits covering former and active members of the uniformed services and certain of their dependents, financed and administered by the United States Departments of Defense, Health and Human Services and Transportation and established pursuant to 10 USC §§ 1071-1106, and all regulations promulgated thereunder including (1) all federal statutes (whether set forth in 10 USC §§ 1071-1106 or elsewhere) affecting TRICARE/CHAMPUS; and (2) all applicable rules, regulations (including 32 CFR 199), manuals, orders and other guidelines promulgated pursuant to or in connection with any of the foregoing that are binding and have the force of law in each case as may be amended, supplemented or otherwise modified from time to time.

“Undrawn Availability” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the sum of (i) the outstanding amount of Advances (other than the Term Loan) plus (ii) all amounts due and owing to any Borrower’s trade creditors which are outstanding sixty (60) days or more past their due date, plus (iii) fees and expenses incurred in connection with the Transactions for which Borrowers are liable but which have not been paid or charged to Borrowers’ Account.

“Unfunded Capital Expenditures” shall mean, as to any Borrower, without duplication, a Capital Expenditure funded (a) from such Borrower’s internally generated cash flow or (b) with the proceeds of a Revolving Advance or Swing Loan.

“Uniform Commercial Code” shall have the meaning set forth in Section 1.3 hereof.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday or Sunday or (b) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Usage Amount” shall have the meaning set forth in Section 3.3 hereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

1.3 Uniform Commercial Code Terms. All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “Uniform Commercial Code”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel paper” (and “electronic chattel paper” and “tangible chattel paper”), “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “financial asset”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “payment intangibles”, “proceeds”, “promissory note” “securities”, “software” and “supporting obligations” as and when used in the description of Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

1.4 Certain Matters of Construction. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. 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. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Agent is a party, including references to any of the Other Documents, shall include any and all modifications, supplements or amendments thereto, any and all restatements or replacements thereof and any and all extensions or renewals thereof. Except as otherwise expressly provided for herein, all references herein to the time of day shall mean the time in New York, New York. Unless otherwise provided, all financial calculations shall be performed with Inventory valued on an average cost basis. Whenever the words “including” or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. A Default or an Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Required Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Lenders. Wherever the phrase “to the best of Borrowers’ knowledge” or words of similar import relating to the knowledge or the awareness of any Borrower are used in this Agreement or Other Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of any Borrower or (ii) the knowledge that a senior officer would have obtained if he/she had engaged in a good faith and diligent performance of his/her duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

avoid the occurrence of a default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder.

1.5 LIBORTerm SOFR Notification. Section 3.8.2. of this Agreement provides a mechanism for determining an alternate rate of interest in the event that the London interbank offered rateTerm SOFR Rate is no longer available or in certain other circumstances. The Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBORTerm SOFR Rate” or with respect to any alternative or successor rate thereto, or replacement rate therefor.

1.6 Conforming Changes Relating to Term SOFR Rate. With respect to the Term SOFR Rate, the Agent will have the right to make Conforming Changes from time to time as mutually agreed by the Borrowers and, notwithstanding anything to the contrary herein or in any Other Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Other Document; provided that, with respect to any such amendment effected, the Agent shall provide notice to the Borrowers and the Lenders of each such amendment implementing such Conforming Changes reasonably promptly after such amendment becomes effective.

II. ADVANCES, PAYMENTS.

2.1 Revolving Advances.

(a) Amount of Revolving Advances. Subject to the terms and conditions set forth in this Agreement specifically including Sections 2.1(b) and (c), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount, less the outstanding amount of Swing Loans, less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, less Reserves established hereunder or (y) an amount equal to the sum of:

(i) up to 8590% of (x) Eligible Non-IPM Receivables and (y) Eligible IPM Receivables that are due or unpaid not more than 120 days after the original billing date, plus

(ii) the lesser of (A) up to 65% (together with the advance rate set forth in Section 2.1(a)(y)(i), collectively, the “Advance Rates”) of Eligible IPM Receivables that are due or unpaid more than 120 days after the original billing date but not more than 150 days after the original billing date and (B) $5,000,000, minus

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(iii) the lesser of (A) up to 100% (together with the advance rates set forth in Section 2.1(a)(y)(i) and (ii), collectively, the “Advance Rates”) of the cash on hand or Cash Equivalents of Borrowers that is (x)(I) with respect to cash, on deposit in a Blocked Account at a Blocked Account Bank and subject to a deposit account control agreement, in form and substance satisfactory to Agent, granting Agent full dominion (or such other control over such Blocked Account as Agent may agree to in its sole discretion) over such Blocked Account or (II) with respect to Cash Equivalents, maintained in a securities account or investment account subject to an account control agreement in form and substance satisfactory to Agent, granting Agent control over such securities or investment account in a manner satisfactory to Agent in its sole discretion (provided, it is understood and agreed that the cash and Cash Equivalents held at each of the IB Deposit Account and the PNC Investment Account (each as defined in Schedule 6.18), respectively, shall be included for purposes of this clause (a)(iii)(A) notwithstanding whether a satisfactory to the Agent control agreement is in place, so long as PHI Group is in compliance with Section 6.18 with respect to each such account) and (y) not subject to Liens in favor of any Person other than the Agent and (B) $25,000,000, minus

(iv) (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus

(v) (iv) Reserves established hereunder.

The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and, (ii) and (iii) minus (y) Sections 2.1 (a)(y)(iiiiv) and (ivv) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding anything to the contrary contained in the foregoing or otherwise in this Agreement, the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit less Reserves established hereunder or (ii) the Formula Amount.

(b) Discretionary Rights. The Advance Rates may be increased or decreased by Agent at any time and from time to time in the exercise of its Permitted Discretion. Each Borrower consents to any such increases or decreases and acknowledges that decreasing the Advance Rates or increasing or imposing Reserves may limit or restrict Advances requested by Borrowing Agent. Notwithstanding anything to the contrary herein, the amount of any such Reserve or change will have a reasonable relationship to the event, condition or other matter that is the basis for such Reserve or such change as determined by Agent in its Permitted Discretion. Prior to the occurrence of an Event of Default or Default, Agent shall give Borrowing Agent five (5) Business Days’ prior written notice of its intention to decrease the Advance Rates; provided, however, no Borrower nor any Guarantor shall have any right of action whatsoever against Agent for, and Agent shall not be liable for any damages resulting from, the failure of Agent to provide the prior notice contemplated in this sentence. In furtherance of the foregoing, Agent, in its Permitted Discretion, may further adjust the Formula Amount by applying percentages (known as “liquidity factors”) to Eligible IPM Receivables by payor class based upon the Borrowers’ actual recent collection history (over no more than a 12 month period) for each such payor class (e.g., Medicare, Medicaid, commercial insurance, etc.) taking into account factors which may reasonably be expected to result in the possible non-payment of accounts or possible diminution of the value of any Collateral, in each case, in a manner consistent with Agent’s underwriting practices and procedures and based upon reasonably quantifiable factors. Such liquidity factors may be adjusted by Agent throughout the Term as warranted by Agent’s underwriting practices and proceduresAgent in accordance with the foregoing criteria and using its Permitted Discretion. The rights of Agent under this subsection are subject to the provisions of Section 16.2(b).

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(c) Medicare/Medicaid/TRICARE Sublimit. Notwithstanding anything to the contrary in Section 2.1(a), the aggregate amount of Eligible IPM Receivables comprised of Medicare Receivables, Medicaid Receivables and TRICARE/CHAMPUS Receivables shall not exceed $7,500,00015,000,000 after application of the applicable Advance Rate.

2.2 Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances.

(a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 3:00 p.m. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation under this Agreement, become due, the same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and such request shall be irrevocable.

(b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a LIBORTerm SOFR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice by no later than 3:00 p.m. on the day which is three (3) Business Days prior to the date such LIBORTerm SOFR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of $100,000 and in integral multiples of $50,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for LIBORTerm SOFR Rate Loans shall be for one month, two or three months or six months; provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. Any Interest Period that begins on the last Business Day of a calendar month (or 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. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, no LIBORTerm SOFR Rate Loan shall be made available to any Borrower. After giving effect to each requested LIBORTerm SOFR Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(e), there shall not be outstanding more than five (5) LIBORTerm SOFR Rate Loans, in the aggregate.

(c) Each Interest Period of a LIBORTerm SOFR Rate Loan shall commence on the date such LIBORTerm SOFR Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(d) Borrowing Agent shall elect the initial Interest Period applicable to a LIBORTerm SOFR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 3:00 p.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBORTerm SOFR Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert such LIBORTerm SOFR Rate Loan to a Domestic Rate Loan subject to Section 2.2(e) below.

(e) Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBORTerm SOFR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a LIBORTerm SOFR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBORTerm SOFR Rate Loan. If Borrowing Agent desires to convert a loan, Borrowing Agent shall give Agent written notice by no later than 3:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a LIBORTerm SOFR Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable LIBORTerm SOFR Rate Loan) with respect to a conversion from a LIBORTerm SOFR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is to a LIBORTerm SOFR Rate Loan, the duration of the first Interest Period therefor.

(f) At its option and upon written notice given prior to 3:00 p.m. at least three (3) Business Days prior to the date of such prepayment, any Borrower may, subject to Section 2.2(g) hereof, prepay the LIBORTerm SOFR Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are LIBORTerm SOFR Rate Loans and the amount of such prepayment. In the event that any prepayment of a LIBORTerm SOFR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof.

(g) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any LIBORTerm SOFR Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBORTerm SOFR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its LIBORTerm SOFR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(h) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any LIBORTerm SOFR Rate Loans) to make or maintain its LIBORTerm SOFR Rate Loans, the obligation of Lenders (or such affected Lender) to make LIBORTerm SOFR Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected LIBORTerm SOFR Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected LIBORTerm SOFR Rate Loans or convert such affected LIBORTerm SOFR Rate Loans into loans of another type. If any such payment or conversion of any LIBORTerm SOFR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBORTerm SOFR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.

(i) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire LIBORTerm SOFR deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBORTerm SOFR Rate. The provisions set forth herein shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing based on the LIBORTerm SOFR Rate by acquiring LIBORSOFR deposits for each Interest Period in the amount of the LIBORTerm SOFR Rate Loans.

2.3 Term Loan. Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, will make a term loan to Borrowers in the amount equal to such Lender’s Term Loan Commitment Percentage of $35,000,000 (the “Term Loan”). The Term Loan shall be advanced on the Closing Date and shall be, withas of the Second Amendment Date, the outstanding principal balance of the Term Loan is $26,250,000. With respect to principal, the Term Loan is payable on and after the Second Amendment Date as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: consecutive equal quarterly installments of principal each in an amount equal to (x) $1,750,0001,000,000 on the Second Amendment Date, (y) $1,000,000 commencing July 1, 2022, and continuing on the first day of each quarter thereafter through and including January 1, 20212024, and (z) $1,520,833.34 commencing April 1, 2024, and continuing on the first day of each quarter thereafter during the remainder of the Term followed by a final payment on the last day of the Term of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses. The Term Loan shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. The Term Loan may consist of Domestic Rate Loans or LIBORTerm SOFR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan as a LIBORTerm SOFR Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a LIBORTerm SOFR Rate Loan, Borrowing

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (i) shall apply. In the event the outstanding principal balance of the Term Loans at such time exceeds forty percent (40%) of the net orderly liquidation value of the Aircraft Collateral (as so determined pursuant to an appraisal performed pursuant to Section 4.7), then, promptly upon Agent’s demand for same, Borrowers shall make a mandatory prepayment of the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof so as to eliminate such excess.

2.4 Swing Loans.

(a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future.

(b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason.

(c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

2.5 Disbursement of Advance Proceeds. All Advances shall be disbursed from whichever office or other place Agent may designate from time to time and, together with any and all other Obligations of Borrowers to Agent or Lenders, shall be charged to Borrowers’ Account on Agent’s books. The proceeds of each Revolving Advance or Swing Loan requested by Borrowing Agent on behalf of any Borrower or deemed to have been requested by any Borrower under Sections 2.2(a), 2.6(b) or 2.14 hereof shall, (i) with respect to requested Revolving Advances, to the extent Lenders make such Revolving Advances in accordance with Section 2.2(a), 2.6(b) or 2.14 hereof, and with respect to Swing Loans made upon any request or deemed request by Borrowing Agent for a Revolving Advance to the extent Swing Loan Lender makes such Swing Loan in accordance with Section 2.4(b) hereof, be made available to the applicable Borrower on the day so requested by way of credit to such Borrower’s operating account at PNC, or such other bank as Borrowing Agent may designate following notification to Agent, in immediately available federal funds or other immediately available funds or, (ii) with respect to Revolving Advances deemed to have been requested by any Borrower or Swing Loans made upon any deemed request for a Revolving Advance by any Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request. During the Term, Borrowers may use the Revolving Advances and Swing Loans by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof.

2.6 Making and Settlement of Advances.

(a) Each borrowing of Revolving Advances shall be advanced according to the applicable Revolving Commitment Percentages of Lenders holding the Revolving Commitments (subject to any contrary terms of Section 2.22). The Term Loan shall be advanced according to the applicable Term Loan Commitment Percentages of Lenders holding the Term Loan Commitments. Each borrowing of Swing Loans shall be advanced by Swing Loan Lender alone.

(b) Promptly after receipt by Agent of a request or a deemed request for a Revolving Advance pursuant to Section 2.2(a) and, with respect to Revolving Advances, to the extent Agent elects not to provide a Swing Loan or the making of a Swing Loan would result in the aggregate amount of all outstanding Swing Loans exceeding the maximum amount permitted in Section 2.4(a), Agent shall notify Lenders holding the Revolving Commitments of its receipt of such request specifying the information provided by Borrowing Agent and the apportionment among Lenders of the requested Revolving Advance as determined by Agent in accordance with the terms hereof. Each Lender shall remit the principal amount of each Revolving Advance to

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

Agent such that Agent is able to, and Agent shall, to the extent the applicable Lenders have made funds available to it for such purpose and subject to Section 8.2, fund such Revolving Advance to Borrowers in Dollars and immediately available funds at the Payment Office prior to the close of business, on the applicable borrowing date; provided that if any applicable Lender fails to remit such funds to Agent in a timely manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Advance of such Lender on such borrowing date, and such Lender shall be subject to the repayment obligation in Section 2.6(c) hereof.

(c) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender holding a Revolving Commitment that such Lender will not make the amount which would constitute its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, Agent may (but shall not be obligated to) assume that such Lender has made such amount available to Agent on such date in accordance with Section 2.6(b) and may, in reliance upon such assumption, make available to Borrowers a corresponding amount. Agent will promptly notify Borrowing Agent of its receipt of any such notice from a Lender. In such event, if a Lender has not in fact made its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, then the applicable Lender and Borrowers severally agree to pay to Agent on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrowers through but excluding the date of payment to Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) (x) the daily average Effective Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (y) such amount or (B) a rate determined by Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by Borrower, the Revolving Interest Rate for Revolving Advances that are Domestic Rate Loans. If such Lender pays its share of the applicable Revolving Advance to Agent, then the amount so paid shall constitute such Lender’s Revolving Advance. Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Lender holding a Revolving Commitment that shall have failed to make such payment to Agent. A certificate of Agent submitted to any Lender or Borrower with respect to any amounts owing under this paragraph (c) shall be conclusive, in the absence of manifest error.

(d) Agent, on behalf of Swing Loan Lender, shall demand settlement (a “Settlement”) of all or any Swing Loans with Lenders holding the Revolving Commitments on at least a weekly basis, or on any more frequent date that Agent elects or that Swing Loan Lender at its option exercisable for any reason whatsoever may request, by notifying Lenders holding the Revolving Commitments of such requested Settlement by facsimile, telephonic or electronic transmission no later than 3:00 p.m. on the date of such requested Settlement (the “Settlement Date”). Subject to any contrary provisions of Section 2.22, each Lender holding a Revolving Commitment shall transfer the amount of such Lender’s Revolving Commitment Percentage of the outstanding principal amount (plus interest accrued thereon to the extent requested by Agent) of the applicable Swing Loan with respect to which Settlement is requested by Agent, to such account of Agent as Agent may designate not later than 5:00 p.m. on such Settlement Date if requested by Agent by 3:00 p.m., otherwise not later than 5:00 p.m. on the next Business Day. Settlements may occur at any time notwithstanding that the conditions precedent to making Revolving Advances set forth in Section 8.2 have not been satisfied or the Revolving Commitments shall have otherwise been terminated at such time. All amounts so transferred to Agent shall be applied against the amount of outstanding Swing Loans and, when so applied shall constitute Revolving Advances of such Lenders accruing interest as Domestic Rate Loans. If any such amount is not transferred to Agent by any Lender holding a Revolving Commitment on such Settlement Date, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.6(c).

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(e) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral.

2.7 Maximum Advances. The aggregate balance of Revolving Advances plus Swing Loans outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or (b) the Formula Amount.

2.8 Manner and Repayment of Advances.

(a) The Revolving Advances and Swing Loans shall be due and payable in full on the last day of the Term subject to earlier prepayment as herein provided. The Term Loan shall be due and payable as provided in Section 2.3 hereof and shall be due and payable in full on the last day of the Term, subject to mandatory prepayments as herein provided. Notwithstanding the foregoing, all Advances shall be subject to earlier repayment upon (x) acceleration upon the occurrence of an Event of Default under this Agreement or (y) termination of this Agreement. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Advances (other than the Term Loan) shall be applied, first to the outstanding Swing Loans and next, pro rata according to the applicable Revolving Commitment Percentages of Lenders, to the outstanding Revolving Advances (subject to any contrary provisions of Section 2.22). Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Term Loan shall be applied to the Term Loan pro rata according to the Term Loan Commitment Percentages of Lenders in the inverse order of maturities thereof.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(b) Each Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received by Agent. Agent shall conditionally credit Borrowers’ Account for each item of payment on the next Business Day after the Business Day on which such item of payment is received by Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with respect to such item, as the “Application Date”) Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account for the amount of any item of payment which is returned, for any reason whatsoever, to Agent unpaid. Subject to the foregoing, Borrowers agree that for purposes of computing the interest charges under this Agreement, each item of payment received by Agent shall be deemed applied by Agent on account of the Obligations on its respective Application Date. Borrowers further agree that there is a monthly float charge payable to Agent for Agent’s sole benefit, in an amount equal to (y) the face amount of all items of payment received each day during the prior month (including items of payment received by Agent as a wire transfer or electronic depository check) multiplied by (z) the Revolving Interest Rate with respect to Domestic Rate Loans for one day (i.e. Revolving Interest Rate divided by 360 or 365/366 as applicable). The monthly float charge shall be calculated daily and charged once per month, relating to all payments collected in the prior month. All proceeds received by Agent shall be applied to the Obligations in accordance with Section 4.8(h).

(c) All payments of principal, interest and other amounts payable hereunder, or under any of the Other Documents shall be made to Agent at the Payment Office not later than 1:00 p.m. Eastern Standard Time on the due date therefor in Dollars in federal funds or other funds immediately available to Agent. Agent shall have the right to effectuate payment of any and all Obligations due and owing hereunder by charging Borrowers’ Account or by making Advances as provided in Section 2.2 hereof.

(d) Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest, fees and other amounts payable hereunder shall be made without deduction, setoff or counterclaim and shall be made to Agent on behalf of Lenders to the Payment Office, in each case on or prior to 1:00 p.m., in Dollars and in immediately available funds.

2.9 Repayment of Excess Advances. If at any time the aggregate balance of outstanding Revolving Advances, Term Loans, Swing Loans, and/or Advances taken as a whole exceeds the maximum amount of such type of Advances and/or Advances taken as a whole (as applicable) permitted hereunder, such excess Advances shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or an Event of Default has occurred.

2.10 Statement of Account. Agent shall maintain, in accordance with its customary procedures, a loan account (“Borrowers’ Account”) in the name of Borrowers in which shall be recorded the date and amount of each Advance made by Agent or Lenders and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date and amount of any Advance shall not adversely affect Agent or any Lender. Each month, Agent shall send to Borrowing Agent a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent, Lenders and Borrowers

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

during such month. The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest error and shall constitute an account stated between Lenders and Borrowers unless Agent receives a written statement of Borrowers’ specific exceptions thereto within thirty (30) days after such statement is received by Borrowing Agent. The records of Agent with respect to Borrowers’ Account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

2.11 Letters of Credit.

(a) Subject to the terms and conditions hereof, Issuer shall issue or cause the issuance of standby and/or trade letters of credit denominated in Dollars (“Letters of Credit”) for the account of any Borrower except to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the outstanding Swing Loans, plus (iii) the Maximum Undrawn Amount of all outstanding Letters of Credit, plus (iv) the Maximum Undrawn Amount of the Letter of Credit to be issued to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Formula Amount (calculated without giving effect to the deductions provided for in Section 2.1(a)(y)((iiiiv)). The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans. Letters of Credit that have not been drawn upon shall not bear interest (but fees shall accrue in respect of outstanding Letters of Credit as provided in Section 3.2 hereof).

(b) Notwithstanding any provision of this Agreement, Issuer shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Body or arbitrator shall by its terms purport to enjoin or restrain Issuer from issuing any Letter of Credit, or any Law applicable to Issuer or any request or directive (whether or not having the force of law) from any Governmental Body with jurisdiction over Issuer shall prohibit, or request that Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which Issuer is not otherwise compensated hereunder) not in effect on the date of this Agreement, or shall impose upon Issuer any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement, and which Issuer in good faith deems material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of Issuer applicable to letters of credit generally.

2.12 Issuance of Letters of Credit.

(a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless the Agent, Issuer and Borrowing Agent agree for the Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) of this Agreement. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder.

(c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

2.13 Requirements For Issuance of Letters of Credit.

(a) Borrowing Agent shall authorize and direct any Issuer to name the applicable Borrower as the “Applicant” or “Account Party” of each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrowing Agent shall authorize and direct Issuer to deliver to Agent all instruments, documents, and other writings and property received by Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, and the application therefor.

(b) In connection with all trade Letters of Credit issued or caused to be issued by Issuer under this Agreement, each Borrower hereby appoints Issuer, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred: (i) to sign and/or endorse such Borrower’s name upon any warehouse or other receipts, and acceptances; (ii) to sign such Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (“Customs”) in the name of such Borrower or Issuer or Issuer’s designee, and to sign and deliver to Customs officials powers of attorney in the name of such Borrower for such purpose; and (iv) to complete in such Borrower’s name or Issuer’s, or in the name of Issuer’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent, Issuer nor their attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agent’s, Issuer’s or their respective attorney’s willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.

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2.14 Disbursements, Reimbursement.

(a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively.

(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Issuer will promptly notify Agent and Borrowing Agent. Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 p.m., on each date that an amount is paid by Issuer under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the amount so paid by Issuer. In the event Borrowers fail to reimburse Issuer for the full amount of any drawing under any Letter of Credit by 12:00 p.m., on the Drawing Date, Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 are then satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice.

(c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) make available to Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or Issuer of a drawing.

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14.

(e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

2.15 Repayment of Participation Advances.

(a) Upon (and only upon) receipt by Agent for the account of Issuer of immediately available funds from Borrowers (i) in reimbursement of any payment made by Issuer or Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to Agent, or (ii) in payment of interest on such a payment made by Issuer or Agent under such a Letter of Credit, Agent will pay to each Lender holding a Revolving Commitment, in the same funds as those received by Agent, the amount of such Lender’s Revolving Commitment Percentage of such funds, except Agent shall retain the amount of the Revolving Commitment Percentage of such funds of any Lender holding a Revolving Commitment that did not make a Participation Advance in respect of such payment by Agent (and, to the extent that any of the other Lender(s) holding the Revolving Commitment have funded any portion such Defaulting Lender’s Participation Advance in accordance with the provisions of Section 2.22, Agent will pay over to such Non-Defaulting Lenders a pro rata portion of the funds so withheld from such Defaulting Lender).

(b) If Issuer or Agent is required at any time to return to any Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Borrowers to Issuer or Agent pursuant to Section 2.15(a) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each applicable Lender shall, on demand of Agent, forthwith return to Issuer or Agent the amount of its Revolving Commitment Percentage of any amounts so returned by Issuer or Agent plus interest at the Effective Federal Funds Rate.

2.16 Documentation. Each Borrower agrees to be bound by the terms of the Letter of Credit Application and by Issuer’s interpretations of any Letter of Credit issued on behalf of such Borrower and by Issuer’s written regulations and customary practices relating to letters of credit, though Issuer’s interpretations may be different from such Borrower’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern.

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It is understood and agreed that, except in the case of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following Borrowing Agent’s or any Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

2.17 Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

2.18 Nature of Participation and Reimbursement Obligations. The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.18 under all circumstances, including the following circumstances:

(i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any Borrower, as the case may be, may have against Issuer, Agent, any Borrower or Lender, as the case may be, or any other Person for any reason whatsoever;

(ii) the failure of any Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in this Agreement for the making of a Revolving Advance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of Lenders to make Participation Advances under Section 2.14;

(iii) any lack of validity or enforceability of any Letter of Credit;

(iv) any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Borrower, Agent, Issuer or any Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), Issuer, Agent or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiaries of such Borrower and the beneficiary for which any Letter of Credit was procured);

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if Issuer or any of Issuer’s Affiliates has been notified thereof;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(vi) payment by Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of Credit (provided that the foregoing shall not excuse Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw);

(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii) any failure by Issuer or any of Issuer’s Affiliates to issue any Letter of Credit in the form requested by Borrowing Agent, unless Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (3) Business Days after Issuer shall have furnished Agent and Borrowing Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix) the occurrence of any Material Adverse Effect;

(x) any breach of this Agreement or any Other Document by any party thereto;

(xi) the occurrence or continuance of an insolvency proceeding with respect to any Borrower or any Guarantor;

(xii) the fact that a Default or an Event of Default shall have occurred and be continuing;

(xiii) the fact that the Term shall have expired or this Agreement or the obligations of Lenders to make Advances have been terminated; and

(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

2.19 Liability for Acts and Omissions.

(a) As between Borrowers and Issuer, Swing Loan Lender, Agent and Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuer shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if Issuer or any of its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuer, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve Issuer from liability for Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall Issuer or Issuer’s Affiliates be liable to any Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

(b) Without limiting the generality of the foregoing, Issuer and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on Issuer or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

(c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower, Agent or any Lender.

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2.20 Mandatory Prepayments.

(a) (i) Disposition of Aircraft Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Aircraft Collateral including pursuant to Sections 7.1(b)(ii), (iii), (vii), (ix) and (x), Borrowers shall repay the Advances (to the extent that the aggregate amount of Net Proceeds of all Dispositions are in excess of $5,000,000in any fiscal year (provided, for the fiscal year ending December 31, 2022, such amount shall be calculated solely from the period from the Second Amendment Date through and including December 31, 2022) exceeds $7,500,000; provided that (i) during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances pursuant to this parenthetical phrase shall nonetheless be subject to Section 4.8(h)), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Aircraft Proceeds Application; and (ii) (x) if the Borrowing Agent shall, prior to the date of the required prepayment, deliver to the Agent a certificate ofwritten notice from a Financial Officer of the Borrowing Agent to the effect that the Borrowing Agent intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificatenotice) to be reinvested within 180360 days after receipt of such Net Proceeds to invest all or any part of such Net Proceeds in the purchase of assets (other than securities or cash) to be used by the Borrowing Agent or any Subsidiary in a Permitted Business, and (iiiy) if 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 certificatenotice, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 180360-day period (or within a period of 180 days thereafter if on or before the end of such initial 180360 day period the Borrowing Agent or one or more other Borrowers or Subsidiaries shall have entered into a definitive agreement (and provided Agent written notice thereof) 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. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Subject to the Agreement Among Lenders, such repayments shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, (y) second, to repay any remaining Obligations arising from the Term Loans until paid in full and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments described in clause (z) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Aircraft Proceeds Application”).

(ii) Disposition of Other Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Collateral (other than Aircraft Collateral and, Inventory in the Ordinary Course of Business and Receivables sold pursuant to a Permitted Factoring Arrangement) including pursuant to Sections 7.1(b)(iii), (vii), (ix) and (x), Borrowers shall repay the Advances (to the extent that the aggregate amount of Net Proceeds of all

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

Dispositions are in excess of $5,000,000in any fiscal year (provided, for the fiscal year ending December 31, 2022, such amount shall be calculated solely from the period from the Second Amendment Date through and including December 31, 2022) exceeds $7,500,000; provided that (i) during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances pursuant to this parenthetical phrase shall nonetheless be subject to Section 4.8(h)), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Other Collateral Proceeds Application; and (ii) (x) if the Borrowing Agent shall, prior to the date of the required prepayment, deliver to the Agent written notice from a Financial Officer of the Borrowing Agent to the effect that the Borrowing Agent intends to cause the Net Proceeds from such event (or a portion thereof specified in such notice) to be reinvested within 360 days after receipt of such Net Proceeds to invest all or any part of such Net Proceeds in the purchase of assets (other than securities or cash) to be used by the Borrowing Agent or any Subsidiary in a Permitted Business, and (y) if 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 notice, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 360-day period (or within a period of 180 days thereafter if on or before the end of such initial 360 day period the Borrowing Agent or one or more other Borrowers or Subsidiaries shall have entered into a definitive agreement (and provided Agent written notice thereof) 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. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Subject to the Agreement Among Lenders, such repayments shall be applied (x) first, to the Revolving Advances until paid in full, (y) second, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, and (z) third, to repay any remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments described in clause (x) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Other Collateral Proceeds Application”).

(b) [Reservedreserved].

(c) In the event of any issuance or other incurrence of Indebtedness for borrowed money (other than Permitted Indebtedness so long as a Dominion Trigger Period has not occurred and is continuing at such time of issuance or incurrence) by Borrowers, Borrowers shall, no later than five (5) Business Days (or one (1) Business Day during a Dominion Trigger Period) after the receipt by Borrowers of the cash proceeds from any such issuance or incurrence of Indebtedness, repay the Advances in an amount equal to 100% of such Net Proceeds in the case of such incurrence or issuance of Indebtedness. Such repayments will be applied, subject to the Agreement Among Lenders, in the Order of Aircraft Proceeds Application.

(d) All proceeds received by Borrowers (other than Special Canadian Proceeds) or Agent (i) under any insurance policy on account of damage or destruction of any assets or property of any Borrowers, or (ii) as a result of any taking or condemnation of any assets or property, in each case, shall be applied in accordance with Section 6.6 hereof.

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2.21 Use of Proceeds.

(a) Borrowers shall apply the proceeds of Advances to (i) repay existing indebtedness owed to Credit Suisse AG, (ii) pay fees and expenses relating to the transactions contemplated by this Agreement, (iii) partially fund Capital Expenditures, and (iv) provide for its working capital needs and reimburse drawings under Letters of Credit. Following the Closing Date, the timing and amount of requests for the Advances shall be based upon and consistent with the then-current or anticipated future cash needs of the Borrowers and their Subsidiaries (as determined in good faith by an Authorized Officer of Borrowing Agent).

(b) Without limiting the generality of Section 2.21(a) above, neither the Borrowers, the Guarantors nor any other Person which may in the future become party to this Agreement or the Other Documents as a Borrower or Guarantor, intends to use nor shall they use any portion of the proceeds of the Advances, directly or indirectly, for any purpose in violation of Applicable Law.

2.22 Defaulting Lender.

(a) Notwithstanding anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.22 so long as such Lender is a Defaulting Lender.

(b) (i) except as otherwise expressly provided for in this Section 2.22, Revolving Advances shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting Lenders based on their respective Revolving Commitment Percentages, and no Revolving Commitment Percentage of any Lender or any pro rata share of any Revolving Advances required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances shall be applied to reduce such type of Revolving Advances of each Lender (other than any Defaulting Lender) holding a Revolving Commitment in accordance with their Revolving Commitment Percentages; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received or retained by it for the account of such Defaulting Lender.

(ii) fees pursuant to Section 3.3 hereof shall cease to accrue in favor of such Defaulting Lender.

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(iii) if any Swing Loans are outstanding or any Letters of Credit (or drawings under any Letter of Credit for which Issuer has not been reimbursed) are outstanding or exist at the time any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then:

(A) Defaulting Lender’s Participation Commitment in the outstanding Swing Loans and of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment Percentages of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting Lender holding a Revolving Commitment plus such Lender’s reallocated Participation Commitment in the outstanding Swing Loans plus such Lender’s reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred and is continuing at such time;

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day following notice by Agent (x) first, prepay any outstanding Swing Loans that cannot be reallocated, and (y) second, cash collateralize for the benefit of Issuer, Borrowers’ obligations corresponding to such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so long as such Obligations are outstanding;

(C) if Borrowers cash collateralize any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit are cash collateralized;

(D) if Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated pursuant to clause (A) above, then the fees payable to Lenders holding Revolving Commitments pursuant to Section 3.2(a) shall be adjusted and reallocated to Non-Defaulting Lenders holding Revolving Commitments in accordance with such reallocation; and

(E) if all or any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized pursuant to clauses (A) or (B) above, then, without prejudice to any rights or remedies of Issuer or any other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit shall be payable to the Issuer (and not to such Defaulting Lender) until (and then only to the extent that) such Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and

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(iv) so long as any Lender holding a Revolving Commitment is a Defaulting Lender, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless such Issuer is satisfied that the related exposure and Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit and all Swing Loans (after giving effect to any such issuance, amendment, increase or funding) will be fully allocated to Non-Defaulting Lenders holding Revolving Commitments and/or cash collateral for such Letters of Credit will be provided by Borrowers in accordance with clause (A) and (B) above, and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.22(b)(iii)(A) above (and such Defaulting Lender shall not participate therein).

(c) A Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents, and all amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Advances or a Revolving Commitment Percentage or Term Loan Commitment Percentage; provided, that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification described in clauses (i) or (ii) of Section 16.2(b).

(d) Other than as expressly set forth in this Section 2.22, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.22 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

(e) In the event that Agent, Borrowers, Swing Loan Lender and Issuer agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then Agent will so notify the parties hereto, and, if such cured Defaulting Lender is a Lender holding a Revolving Commitment, then Participation Commitments of Lenders holding Revolving Commitments (including such cured Defaulting Lender) of the Swing Loans and Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect the inclusion of such Lender’s Revolving Commitment, and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Revolving Commitment Percentage.

(f) If Swing Loan Lender or Issuer has a good faith belief that any Lender holding a Revolving Commitment has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless Swing Loan Lender or Issuer, as the case may be, shall have entered into arrangements with Borrowers or such Lender, satisfactory to Swing Loan Lender or Issuer, as the case may be, to defease any risk to it in respect of such Lender hereunder.

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2.23 Payment of Obligations. Agent may charge to Borrowers’ Account as a Revolving Advance or, at the discretion of Swing Loan Lender, as a Swing Loan (i) all payments with respect to any of the Obligations required hereunder (including without limitation principal payments, payments of interest, payments of Letter of Credit Fees and all other fees provided for hereunder and payments under Sections 16.5 and 16.9) as and when each such payment shall become due and payable (whether as regularly scheduled, upon or after acceleration, upon maturity or otherwise), (ii) without limiting the generality of the foregoing clause (i), (a) all amounts expended by Agent or any Lender pursuant to Sections 4.2 or 4.3 hereof and (b) all expenses which Agent incurs in connection with the forwarding of Advance proceeds and the establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.8(h), and (iii) any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 3.3, 3.4, 4.4, 4.7, 6.4, 6.6, 6.7 and 6.8 hereof, and all amounts so charged shall be added to the Obligations and shall be secured by the Collateral. To the extent Revolving Advances are not actually funded by the other Lenders in respect of any such amounts so charged, all such amounts so charged shall be deemed to be Revolving Advances made by and owing to Agent and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender under this Agreement and the Other Documents with respect to such Revolving Advances.

2.24 Increase in Maximum Revolving Advance Amount.

(a) Borrowers may, at any time prior to the expiration of the Term, request that the Maximum Revolving Advance Amount be increased by (1) one or more of the current Lenders increasing their Revolving Commitment Amount (any current Lender which elects to increase its Revolving Commitment Amount shall be referred to as an “Increasing Lender”) or (2) one (1) new lender (each a “New Lender”) joining this Agreement and providing a Revolving Commitment Amount hereunder, subject to the following terms and conditions:

(i) No current Lender shall be obligated to increase its Revolving Commitment Amount and any increase in the Revolving Commitment Amount by any current Lender shall be in the sole discretion of such current Lender;

(ii) Borrowers may not request the addition of a New Lender unless (x) such New Lender is a Permitted Assignee, and (y) (and then only to the extent that) after a period of 10 Business Days from the date on which the Borrowers request any such increase, there is insufficient participation on behalf of the existing Lenders in the increased Revolving Commitments being requested by Borrowers;

(iii) There shall exist no Event of Default or Default on the effective date of such increase after giving effect to such increase;

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[PHI Group] Revolving Credit, Term Loan and Security Agreement

(iv) After giving effect to such increase, the Maximum Revolving Advance Amount shall not exceed $115,000,000;

(v) Each increase shall be in an amount not less than $15,000,000 and increments of $5,000,000 in excess thereof, except when the remaining Maximum Revolving Advance Amount is less than $15,000,000, at which time Borrowers may request to borrow the full remaining amount.

(vi) Borrowers may not request an increase in the Maximum Revolving Advance Amount under this Section 2.24 more than three (3) times during the Term;

(vii) Borrowers shall deliver to Agent on or before the effective date of such increase the following documents in form and substance satisfactory to Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Commitment Amounts has been approved by the Borrowers, (2) certificate dated as of the effective date of such increase certifying that no Default or Event of Default shall have occurred and be continuing and certifying that the representations and warranties made by each Borrower herein and in the Other Documents are true and correct in all material respects (unless already qualified by materiality in such specific provision) on and as of the date hereof as if made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, (3) such other agreements, instruments and information (including supplements or modifications to this Agreement and/or the Other Documents executed by Borrowers as Agent reasonably deems necessary in order to document the increase to the Maximum Revolving Advance Amount and to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of such increase, and (4) opinions of counsel in form and substance satisfactory to Agent which shall cover such matters related to such increase as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

(viii) Borrowers shall execute and deliver, upon request, (1) to each Increasing Lender a replacement Note reflecting the new amount of such Increasing Lender’s Revolving Commitment Amount after giving effect to the increase (and the prior Note issued to such Increasing Lender shall be deemed to be cancelled) and (2) to the New Lender a Note reflecting the amount of such New Lender’s Revolving Commitment Amount;

(ix) The New Lender shall have delivered a joinder to this Agreement and a joinder to the Agreement Among Lenders, each in form and substance satisfactory to the Agent;

(x) Each Increasing Lender shall confirm its agreement to increase its Revolving Commitment Amount pursuant to an acknowledgement in a form acceptable to Agent, signed by it and each Borrower and delivered to Agent at least one (1) day before the effective date of such increase; and

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(b) In the event that any Increasing Lender is not an existing Lender, then, on the effective date of such increase, (i) Borrowers shall be deemed to have repaid in a cashless transaction all Revolving Advances then outstanding, subject to Borrowers’ obligations under Sections 3.7, 3.9, or 3.10; provided that subject to the other conditions of this Agreement, the Borrowing Agent may request new Revolving Advances on such date and (ii) the Revolving Commitment Percentages of Lenders holding a Revolving Commitment (including each Increasing Lender and/or New Lender) shall be recalculated such that each such Lender’s Revolving Commitment Percentage is equal to (x) the Revolving Commitment Amount of such Lender divided by (y) the aggregate of the Revolving Commitment Amounts of all Lenders. Each Lender shall participate in any new Revolving Advances made on or after such date in accordance with its Revolving Commitment Percentage after giving effect to the increase in the Maximum Revolving Advance Amount and recalculation of the Revolving Commitment Percentages contemplated by this Section 2.24.

(c) On the effective date of such increase, each Increasing Lender shall be deemed to have purchased an additional/increased participation in, and the New Lender (if any) will be deemed to have purchased a new participation in, each then outstanding Letter of Credit and each drawing thereunder and each then outstanding Swing Loan in an amount equal to such Lender’s Revolving Commitment Percentage (as calculated pursuant to Section 2.24(b) above) of the Maximum Undrawn Amount of each such Letter of Credit (as in effect from time to time) and the amount of each drawing and of each such Swing Loan, respectively. As necessary to effectuate the foregoing, each existing Lender holding a Revolving Commitment Percentage that is not an Increasing Lender shall be deemed to have sold to each applicable Increasing Lender and/or New Lender, as necessary, a portion of such existing Lender’s participations in such outstanding Letters of Credit and drawings and such outstanding Swing Loans such that, after giving effect to all such purchases and sales, each Lender holding a Revolving Commitment (including each Increasing Lender and/or New Lender) shall hold a participation in all Letters of Credit (and drawings thereunder) and all Swing Loans in accordance with their respective Revolving Commitment Percentages (as calculated pursuant to Section 2.24(b) above).

(d) On the effective date of such increase, Borrowers shall pay all reasonable and documented costs and expenses incurred by Agent and by each Increasing Lender and New Lender in connection with the negotiations regarding, and the preparation, negotiation, execution and delivery of all agreements and instruments executed and delivered by any of Agent, Borrowers and/or Increasing Lenders and New Lender in connection with, such increase (including all fees for any supplemental or additional public filings of any Other Documents necessary to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of such increase).

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III. INTEREST AND FEES.

3.1 Interest. Interest on Advances shall be payable in arrears on the first day of each month with respect to Domestic Rate Loans and, with respect to LIBORTerm SOFR Rate Loans, at the end of each Interest Period, provided further that all accrued and unpaid interest shall be due and payable at the end of the Term. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month, in the case of Domestic Rate Loans, or during the Interest Period, in the case of Term SOFR Rate Loans, at a rate per annum equal to (i) with respect to Revolving Advances, the applicable Revolving Interest Rate, (ii) with respect to Swing Loans, the Revolving Interest Rate for Domestic Rate Loans, and (iii) with respect to the Term Loan, the applicable Term Loan Rate (as applicable, the “Contract Rate”). Except as expressly provided otherwise in this Agreement, any Obligations other than the Advances that are not paid when due shall accrue interest at the Revolving Interest Rate for Domestic Rate Loans, subject to the provision of the final sentence of this Section 3.1 regarding the Default Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the applicable Contract Rate for Domestic Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. The LIBORTerm SOFR Rate shall be adjusted with respect to LIBORTerm SOFR Rate Loans without notice or demand of any kind on the effective date of any change in the SOFR Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Obligations shall bear interest at the applicable Contract Rate plus two percent (2%) per annum (as applicable, the “Default Rate”).

3.2 Letter of Credit Fees.

(a) Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the daily face amount of each outstanding Letter of Credit multiplied by the Applicable Margin for Revolving Advances consisting of LIBOR Rate LoansLetters of Credit, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of 0.125% per annum times the daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term. (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing

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charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum.

(b) On demand at any time following the occurrence of an Event of Default, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such Event of Default, without the requirement of any affirmative action by any party), or upon the expiration of the Term or any other termination of this Agreement (and also, if applicable, in connection with any mandatory prepayment under Section 2.20), Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s possession at any time. Agent may, in its discretion, invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree (or, in the absence of such agreement, as Agent may reasonably select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial Code or under any other Applicable Law to pay interest on such cash collateral being held by Agent. No Borrower may withdraw amounts credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full of all Obligations; (y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on any such cash collateral and any right, title and interest of Borrowers in any deposit account, securities account or investment account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically including all Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit, Agent may use such cash collateral to pay and satisfy such Obligations.

3.3 Facility Fee. If, for any day in each calendar quarter during the Term, the daily unpaid balance of the sum of Revolving Advances plus Swing Loans plus the Maximum Undrawn Amount of all outstanding Letters of Credit (the “Usage Amount”) does not equal the Maximum Revolving Advance Amount, then Borrowers shall pay to Agent, for the ratable benefit of Lenders holding the Revolving Commitments based on their Revolving Commitment Percentages, a fee at a rate equal to (i) if the Usage Amount during the preceding calendar quarter was less than 50% of the Revolving Commitments of all of the Lenders, one-halfthirty two one-hundredths of one percent (0.500.32%) per annum or (ii) if the Usage Amount during the preceding calendar quarter

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was equal to or greater than 50% of the Revolving Commitments of all of the Lenders, thirty-seven one hundredths and five one thousandthsone-quarter of one percent (0.3750.25%) per annum, in each case, for each such day the amount by which the Maximum Revolving Advance Amount on such day exceeds such Usage Amount (the “Facility Fee”). Such Facility Fee shall be payable to Agent in arrears on the first Business Day of each calendar quarter with respect to each day in the previous calendar quarter.

3.4 Collateral Evaluation Fee and Fee Letter.

(a) Borrowers shall pay to Agent promptly at the conclusion of any collateral evaluation performed by or for the benefit of Agent (whether such examination is performed by Agent’s employees or by a third party retained by Agent), including, without limitation, any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which evaluation is undertaken by Agent or for Agent’s benefit, a collateral evaluation fee in an amount equal to $1,500 (or such other amount customarily charged by Agent to its customers per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked), plus a per examination field exam management fee in the amount of $2,500 for new facilities, and $1,500 for recurring examinations (or, in each case, such other amount customarily charged by Agent to its customers), plus all costs and disbursements incurred by Agent in the performance of such examination or analysis, and further provided that if third parties are retained to perform such collateral evaluations, either at the request of another Lender or for extenuating reasons determined by Agent in its sole discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of Borrower and shall not be subject to the foregoing limits.

(b) Borrowers shall pay the amounts required to be paid in the Fee Letter in the manner and at the times required by the Fee Letter.

(c) All of the fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.7 hereof shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers.

3.5 Computation of Interest and Fees. Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the applicable Contract Rate during such extension.

3.6 Maximum Charges. In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate.

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3.7 Increased Costs. In the event that any Applicable Law or any Change in Law or compliance by any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or Lender and any corporation or bank controlling Agent, Swing Loan Lender, any Lender or Issuer and the office or branch where Agent, Swing Loan Lender, any Lender or Issuer (as so defined) makes or maintains any LIBORTerm SOFR Rate Loans) with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

(a) subject Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBORTerm SOFR Rate Loan, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.10 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender);

(b) impose, modify or deem applicable any reserve, special deposit, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of any , including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or

(c) impose on Agent, any Lender or the London interbank LIBOR marketIssuer any other condition, loss or expense (other than Taxes) affecting this Agreement or any Other Document or any Advance made by any Lender, or any Letter of Credit or participation therein;

and the result of any of the foregoing is to increase the cost to any Lender of making, converting to, continuing, renewing or maintaining its Advances hereunder by an amount that such Lender deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that such Lender deems to be material, then, in any case Borrowers shall promptly pay Lender, upon its demand, such additional amount as will compensate such Lender for such additional cost or such reduction, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the LIBORTerm SOFR Rate, as the case may be. Such Lender shall certify the amount of such additional cost or reduced amount to Borrowing Agent, and such certification shall be conclusive absent manifest error.

3.8 Alternate Rate of Interest.

3.8.1 Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that:

(a) reasonable means do not exist for ascertaining the LIBORTerm SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or

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(b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank LIBOR market, with respect to an outstanding LIBORTerm SOFR Rate Loan, a proposed LIBORTerm SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a LIBORTerm SOFR Rate Loan; or

(c) the making, maintenance or funding of any LIBORTerm SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or

(d) the LIBORTerm SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any LIBORTerm SOFR Rate Loan, and Lenders have provided notice of such determination to Agent,

then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested LIBORTerm SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of LIBORTerm SOFR Rate Loan, (ii) any Domestic Rate Loan or LIBORTerm SOFR Rate Loan which was to have been converted to an affected type of LIBORTerm SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBORTerm SOFR Rate Loan, and (iii) any outstanding affected LIBORTerm SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected LIBORTerm SOFR Rate Loan, shall be converted into an unaffected type of LIBORTerm SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected LIBORTerm SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBORTerm SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of LIBORTerm SOFR Rate Loan or maintain outstanding affected LIBORTerm SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of LIBORTerm SOFR Rate Loan into an affected type of LIBORTerm SOFR Rate Loan.

3.8.2. Benchmark Replacement Setting.

(a) Announcements Related to LIBOR. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR (the “IBA”) and the U.K. Financial Conduct Authority, the regulatory supervisor for the IBA, announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12-month USD LIBOR tenor settings (collectively, the “Cessation Announcements”). The parties hereto acknowledge that, as a result of the Cessation Announcements, a Benchmark Transition Event occurred on March 5, 2021 with respect to USD LIBOR under clauses (1) and (2) of the definition of Benchmark Transition Event below; provided however, no related Benchmark Replacement Date occurred as of such date.

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(e) (b) Benchmark Replacement. Notwithstanding anything to the contrary herein or in theany Other DocumentsDocument (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document” for purposes of this Section 3.8.2titled “Benchmark Replacement Setting”), if a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its and related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then currentthen-current Benchmark, then (xA) if a Benchmark Replacement is determined in accordance with clause (1) or of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document and (B) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(f)(c) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacementmay make Conforming Changes from time to time as mutually agreed by the Borrowers and, notwithstanding anything to the contrary herein or in the Other Documents, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Other Document.

(g) (d) Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrowing Agent and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) thethe implementation of any Benchmark Replacement, and (iiiii ) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrowing Agent of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (vy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender

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(or group of Lenders) pursuant to this Section 3.8.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any Otherother Loan Document, except, in each case, as expressly required pursuant to this Section 3.8.2.

(h)(e) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any of the Other Documents, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor of such Benchmark is not or will be no longernot be representative, then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will no longernot be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(i)(f) Benchmark Unavailability Period. Upon the Borrowing Agent’s receipt of notice of the commencement of a Benchmark Unavailability Period, the BorrowersBorrowing Agent may revoke any pending request for a Loanan Advance bearing interest based on USD LIBORthe Term SOFR Rate, conversion to or continuation of LoansAdvances bearing interest based on USD LIBORthe Term SOFR Rate to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a Domestic Rate Loan. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

(g) Term SOFR Transition Event. Notwithstanding anything to the contrary herein or in any Other Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (i) the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Other Document in respect of such Benchmark setting (the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document; and (ii) Loans outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted to Loans bearing interest at the

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Benchmark Replacement with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, this paragraph (f) shall not be effective unless the Agent has delivered to the Lenders and the Borrowing Agent a Term SOFR Notice. For the avoidance of doubt, the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

(j)(h) Certain Defined Terms. As used in this Section 3.8.2:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable (x) if the then currentsuch Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Periodinterest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or a component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor forof such Benchmark that is then-removed from the definition of “Interest Period” pursuant to paragraph (d) of this Section 3.8.2, or (y) if the then current Benchmark is not a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark pursuant to this Agreement as of such date. Section 3.8.2(d).

“Benchmark” means, initially, USD LIBORthe Term SOFR Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have has occurred with respect to USD LIBORthe Term SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to paragraph (b) of this Section 3.8.2.

“Benchmark Replacement” means, for any Available Tenorwith respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(1) (2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark ReplacementTerm SOFR Rate Adjustment for an Interest Period of one (1) month;

(2) (3) the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrowing Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to (ix) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (iiy) any evolving or then-prevailing market convention, for determining a benchmark rate as a replacement forto the then-current Benchmark for Dollar-denominatedbenchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

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provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion; provided, further, that, in the case of an Other Benchmark Rate Election, the “Benchmark Replacement” shall mean the alternative set forth in clause (3) above and when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark Rate Election, the alternate benchmark rate selected by the Agent and the Borrowing Agent shall be the term benchmark rate that is used in lieu of a USD-LIBOR-based rate in relevant other Dollar-denominated syndicated credit facilities; provided, further, that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement” shall revert to and shall be determined as set forth in clause (1) of this definition. Ifif the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the Other Documents; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Agent in its sole discretion.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) , for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the applicable amount(s) set forth below:

Available Tenor	Benchmark Replacement Adjustment
One-Week	0.03839% (3.839 basis points)
One-Month	0.11448% (11.448 basis points)
Two-Months	0.18456% (18.456 basis points)
Three-Months	0.26161% (26.161 basis points)
Six-Months	0.42826% (42.826 basis points)

(2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustmentadjustments, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrowing Agent for the applicable Corresponding Tenor giving due consideration to (iA) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (iiB) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominatedU.S. dollar-denominated syndicated credit facilities; at such time.

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provided that, if the then-current Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of “Benchmark Replacement Adjustment” shall be deemed to be the Available Tenor that has approximately the same length (disregarding business day adjustments) as the payment period for interest calculated with reference to such Unadjusted Benchmark Replacement.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lockbox periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the Other Documents).

“Benchmark Replacement Date” means the earliera date and time determined by the Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (aA) the date of the public statement or publication of information referenced therein and (bB) the date on which the administrator of thesuch Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available TenorTenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein;.

(3) in the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR Notice provided to the Lenders and the Borrowing Agent pursuant to this Section 3.8.2, which date shall be at least 30 days from the date of the Term SOFR Notice; or

(4) in the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6^th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, so long as the Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5^th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection to such Early Opt-in Election or Other Benchmark Rate Election, as applicable, from Lenders comprising the Required Lenders.

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For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by a Governmental Body having jurisdiction over the Agent, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for the LIBOR Rate, a resolution authority with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Body having jurisdiction over the Agent announcing that all Available Tenors of such Benchmark (or such component thereof) are no longernot, or as of a specified future date will not be, representative.

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For avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section 3.8.2titled “Benchmark Replacement Setting” and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section 3.8.2.titled “Benchmark Replacement Setting.”

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate (which for the avoidance of doubt shall equal the SOFR Floor) or, if no floor is specified, zero.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion.

“Early Opt-in Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:

(1) a notification by the Agent to (or the request by the Borrowing Agent to the Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR, or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2) the joint election by the Agent and the Borrowing Agent to trigger a fallback from USD LIBOR and the provision by the Agent of written notice of such election to the Lenders.

“Floor” one percent (1.00%) per annum.

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“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Other Benchmark Rate Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of: (x) either (i) a request by the Borrowing Agent to the Agent, or (ii) notice by the Agent to the Borrowing Agent, that, at the determination of the Borrowing Agent or the Agent, as applicable, Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of a USD LIBOR based rate, a term benchmark rate as a benchmark rate, and (y) the Agent, in its sole discretion, and the Borrowing Agent jointly elect to trigger a fallback from USD LIBOR and the provision, as applicable, by the Agent of written notice of such election to the Borrowing Agent and the Lenders.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not USD LIBOR, the time determined by the Agent in its reasonable discretion.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve Board and/System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve Board and/System or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR Notice” means a notification by the Agent to the Lenders and the Borrowing Agent of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event” means the determination by the Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, and is determinable for each Available Tenor, (b) the administration of Term SOFR is administratively feasible for the Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, (and, for the avoidance of doubt, not in the case of an Other Benchmark Election) has previously occurred resulting in a Benchmark Replacement in accordance with Section 3.8.2 that is not Term SOFR.

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“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“USD LIBOR” means the London interbank offered rate for Dollars.

3.9 Capital Adequacy.

(a) In the event that Agent, Swing Loan Lender or any Lender shall have determined that any Applicable Law or guideline regarding capital adequacy, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBORTerm SOFR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition.

(b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

3.10 Taxes.

(a) Any and all payments by or on account of any Obligations hereunder or under any Other Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided that if Borrowers shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Agent, Swing Loan Lender, Lender, Issuer or Participant, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrowers shall make such deductions, and (iii) Borrowers shall timely pay the full amount deducted to the relevant Governmental Body in accordance with Applicable Law.

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(b) Without limiting the provisions of Section 3.10(a) above, Borrowers shall timely pay any Other Taxes to the relevant Governmental Body in accordance with Applicable Law.

(c) Each Borrower shall indemnify Agent, Swing Loan Lender, each Lender, Issuer and any Participant, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent, Swing Loan Lender, such Lender, Issuer, or such Participant, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment or liability delivered to Borrowers by any Lender, Swing Loan Lender, Participant, or Issuer (with a copy to Agent), or by Agent on its own behalf or on behalf of Swing Loan Lender, a Lender or Issuer, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Body, Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or under any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any Other Document shall deliver to Borrowers (with a copy to Agent), at the time or times prescribed by Applicable Law or reasonably requested by Borrowers or Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, Agent shall be entitled to withhold United States federal income taxes at the full thirty percent (30%) withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income Tax Regulations or other Applicable Law. Further, Agent is indemnified under § 1.1461-1(e) of the United States Income Tax Regulations against any claims and demands of any Lender, Issuer or assignee or participant of a Lender or Issuer for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Code. In addition, any Lender, if requested by Borrowers or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowers or Agent as will enable Borrowers or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States of America, any Foreign Lender (or other Lender) shall deliver to Borrowers and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender (or other Lender) becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrowers or Agent, but only if such Foreign Lender (or other Lender) is legally entitled to do so), whichever of the following is applicable:

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(i) two (2) duly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii) two (2) duly completed and executed originals of IRS Form W-8ECI,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two (2) duly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E,

(iv) to the extent a Foreign Lender is not the beneficial owner, two (2) duly completed and executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lenders are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct or indirect partner,

(v) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers to determine the withholding or deduction required to be made, or

(vi) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to Agent two (2) duly completed and executed originals of an IRS Form W-9 or any other form prescribed by Applicable Law demonstrating that such Lender is exempt from U.S. federal backup withholding tax.

Each Lender, Swing Loan Lender, Participant, Issuer, or Agent agrees that if any form it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers or Agent (in the case of Swing Loan Lender, Lender, Participant or Issuer) in writing of its inability to do so.

(f) If a payment made to a Lender, Swing Loan Lender, Participant, Issuer, or Agent under this Agreement or any Other Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Person fails 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, Swing Loan Lender, Participant, Issuer, or Agent shall deliver to the Agent (in the

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case of Swing Loan Lender, a Lender, Participant or Issuer) and Borrowers (A) a certification signed by a Financial Officer of such Person, (B) such documentation prescribed by law at such time or times reasonably requested by Borrowers or Agent (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and (C) other documentation reasonably requested by Agent or any Borrower sufficient for Agent and Borrowers to comply with their obligations under FATCA and to determine that Swing Loan Lender, such Lender, Participant, Issuer, or Agent has complied with such applicable reporting requirements or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) If Agent, Swing Loan Lender, Lender, Participant or Issuer determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section, it shall pay to Borrowers an amount equal to such refund (but only to the extent of indemnity payments made by Borrowers under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund); net of all out-of-pocket expenses of the Agent, Swing Loan Lender, such Lender, Participant, or Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Body with respect to such refund), provided that Borrowers, upon the request of Agent, Swing Loan Lender, such Lender, Participant, or Issuer, agrees to repay the amount paid over to Borrowers pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to Agent, Swing Loan Lender, such Lender, Participant or Issuer in the event Agent, Swing Loan Lender, such Lender, Participant or Issuer is required to repay such refund to such Governmental Body. This Section shall not be construed to require Agent, Swing Loan Lender, any Lender, Participant, or Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrowers or any other Person.

3.11 Replacement of Lenders. If any Lender (an “Affected Lender”) (a) makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7 or 3.10 hereof, (b) is unable to make or maintain LIBORTerm SOFR Rate Loans as a result of a condition described in Section 2.2(h) hereof, (c) is a Defaulting Lender, or (d) denies any consent requested by the Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section 2.2(h) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Agent pursuant to Section 16.2(b) hereof, as the case may be, by notice in writing to the Agent and such Affected Lender (i) request the Affected Lender to cooperate with Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (the “Replacement Lender”); (ii) request the non-Affected Lenders to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as provided herein, but none of such Lenders shall be under any obligation to do so; or (iii) propose a Replacement Lender subject to approval by Agent in its good faith business judgment. If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, then such Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable,

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and other rights and obligations under this Loan Agreement and the Other Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender.

IV. COLLATERAL: GENERAL TERMS

4.1 Security Interest in the Collateral. To secure the prompt payment and performance to Agent, Issuer and each Lender (and each other holder of any Obligations) of the Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located. Each Borrower shall mark its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Borrower shall provide Agent with written notice of all commercial tort claims promptly upon the occurrence of any events giving rise to any such claim(s) (regardless of whether legal proceedings have yet been commenced), such notice to contain a brief description of the claim(s), the events out of which such claim(s) arose and the parties against which such claims may be asserted and, if applicable in any case where legal proceedings regarding such claim(s) have been commenced, the case title together with the applicable court and docket number. Upon delivery of each such notice, such Borrower shall be deemed to thereby grant to Agent a security interest and lien in and to such commercial tort claims described therein and all proceeds thereof. Each Borrower shall provide Agent with written notice promptly upon becoming the beneficiary under any letter of credit that has a face amount of more than $1,000,000 or otherwise obtaining any right, title or interest in any letter of credit rights, and shall promptly, but in any event within fifteen (15) Business Days, notify the Agent thereof in writing and, at the reasonable request of the Agent, shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, use commercially reasonable efforts to either (a) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Agent of the proceeds of the letter of credit, or (b) arrange for the Agent to become the transferee beneficiary of the letter of credit.

4.2 Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code, Cape Town Convention or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against

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such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

4.3 Preservation of Collateral. Following the occurrence of a Default or Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Borrower’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Borrower’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Borrowers’ owned or leased property. Each Borrower shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.

4.4 Ownership and Location of Collateral.

(a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s equipment and Inventory shall be located as set forth on Schedule 4.4 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and equipment to the extent permitted in Section 7.1(b) hereof, or solely with respect to the Aircraft Collateral, to the extent permitted in Section 7.18 hereof.

(b) (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) or other Collateral (except for Aircraft Collateral) other than those locations listed on Schedule 4.4; (ii) Schedule 4.4 hereto contains a correct and complete list, as of the ClosingSecond Amendment Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order

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of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4 hereto sets forth a correct and complete list as of the ClosingSecond Amendment Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; (iv) Schedule 4.4 hereto sets forth a correct and complete list as of the ClosingSecond Amendment Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying which properties are owned and which are leased, together with the names and addresses of any landlords; and (v) the Aircraft Collateral Certificate (including the certification delivered on the Closing Date) sets forth, among other things, a complete list of the Aircraft Collateral Owners and country of present location with respect to the Aircraft Collateral.

4.5 Defense of Agent’s and Lenders’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period neither Borrower nor any of its Subsidiaries shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower shall defend Agent’s interests in the Collateral against any and all Persons whatsoever. At any time following demand by Agent for payment of all Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, with respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code or other Applicable Law. Each Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Borrower’s possession, they, and each of them, shall be held by such Borrower in trust as Agent’s trustee, and such Borrower will immediately deliver them to Agent in their original form together with any necessary endorsement.

4.6 Inspection of Premises. At(x) So long as no Reporting Trigger Period is in existence, no more frequently than once per calendar year, and (y) if a Reporting Trigger Period is then in existence, at all reasonable times and from time to time as often as Agent shall elect in its Permitted Discretion (in each case, provided that unless an Event of Default has occurred and is continuing, Agent shall have provided at least seven (7) days’ notice of any such inspection), in each case, (i) Agent and each Lender shall have full access to and the right to audit, check, inspect and make abstracts and copies from each Borrower’s books, records, audits, correspondence and all other papers relating to the Collateral and the operation of each Borrower’s business and (ii) Agent, any Lender and their agents may enter upon any premises of any Borrower (unless an Event of Default has occurred and is continuing, at any time during business hours and at any other reasonable time, from time to time as often as Agent shall elect in its sole discretion), for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Borrower’s business.

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4.7 Appraisals. Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time but not more frequently than once in any calendar year so long as no Event of Default has occurred and is continuing, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ assets. Absent the occurrence and continuance of an Event of Default at such time, Agent shall, with the Borrowing Agent’s written consent (such written consent not to be unreasonably withheld), identify such firm; it being understood that, in any event, any appraisal with respect to Aircraft Collateral shall be (a) from an internationally recognized firm of independent aircraft appraisers satisfactory to Agent in its Permitted Discretion, (b) the scope and methodology (including, to the extent relevant, any sampling procedure employed by such appraisal company) agreed to by Agent in its Permitted Discretion; provided that unless an Event of Default has occurred and is continuing, such appraisal shall be a “desktop” appraisal, and (c) prepared on the basis of customary market practices and procedures and any relevant guidelines and the code of ethics established by the International Society of Transport Aircraft Traders.

4.8 Receivables; Deposit Accounts and Securities Accounts.

(a) Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of a Borrower, or work, labor or services theretofore rendered by a Borrower as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Borrower’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrowers to Agent.

(b) Each Customer, to the best of each Borrower’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due. With respect to such Customers of any Borrower who are not solvent, such Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

(c) Each Borrower’s chief executive office is located as set forth on Schedule 4.4. Until written notice is given to Agent by Borrowing Agent of any other office at which any Borrower keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

(d) Subject to Section 4.8(i), Borrowers shall instruct their Customers to deliver all remittances upon Receivables (whether paid by check or by wire transfer of funds) to such Blocked Account(s) and/or Depository Accounts (and any associated lockboxes) as Agent shall designate from time to time as contemplated by Section 4.8(h) or as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing, subject to Section 4.8(i), to the extent any Borrower directly receives any remittances upon Receivables, such Borrower shall, at such Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent all amounts received on Receivables, and shall not commingle such collections with any Borrower’s funds or use the same except to pay Obligations, and shall as soon as possible and in any event no later than one (1) Business Day after the receipt

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thereof (i) in the case of remittances paid by check, deposit all such remittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into such Blocked Accounts(s) and/or Depository Account(s). Subject to Section 4.8(i), each Borrower shall deposit in the Blocked Account and/or Depository Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness.

(e) Except with respect to the Government Lockbox Accounts and the Government Lockbox, at any time following the occurrence of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in and Lien on, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Except with respect to the Government Lockbox Accounts and the Government Lockbox, at any time after the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery and postage, telephone, facsimile, telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers’ Account and added to the Obligations.

(f) Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Borrower at any post office box/lockbox maintained by Agent for Borrowers or at any other business premises of Agent; and (ii) at any time following the occurrence of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to sue upon or otherwise collect, extend the time of payment of, settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; (H) to accept the return of goods represented by any of the Receivables; (I) to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate; and (J) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid.

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(g) Neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom.

(h) Subject to Section 4.8(i), all proceeds of Collateral shall be deposited by Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be acceptable to Agent (which may include no requirement for a control agreement with respect to a Blocked Account established with the Agent, as determined in the Agent’s sole discretion) or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds or established at a bank or banks pursuant to an arrangement with such depository account bank as may be acceptable to Agent. Except with respect to the Depository Accounts that do not contain cash included in the calculation of the Formula Amount, Excluded Accounts, Government Lockbox Accounts and the Government Lockbox, each applicable Borrower, Agent and each Blocked Account Bank or applicable depository account bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account. At any time during a Dominion Trigger Period, Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing if so in place or otherwise, the disposition of funds in the Blocked Accounts and Depository Accounts (any such instructions, an “Activation Notice”) to Agent on a daily basis, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) at Agent. Prior to the Dominion Trigger Period, the Borrowers shall retain the right to direct the disposition of funds in the Blocked Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time that no Dominion Trigger Period shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Dominion Trigger Period shall exist at any time thereafter). All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security interest of Agent for its own benefit and the ratable benefit of Issuer, Lenders and all other holders of the Obligations, and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. Borrowing Agent shall notify each Customer of any Borrower (other than a Government Account Debtor) to send all future payments owed to a Borrower by such Customer, including, but not limited to, payments on any Receivable, to a Blocked Account or

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Depository Account, (i) with respect to any Person that is a Customer of any Borrower on the Closing Date, within thirty (30) days of the Closing Date and (ii) with respect to any Person that is not a Customer on the Closing Date, promptly upon such Person becoming a Customer of a Borrower. If any Borrower shall receive any collections or other proceeds of the Collateral, such Borrower shall hold such collections or proceeds in trust for the benefit of Agent and, during a Dominion Trigger Period, deposit such collections or proceeds into a Blocked Account or Depository Account within one (1) Business Day following such Borrower’s receipt thereof. All Deposit Accounts, investment accounts and other bank accounts of any Borrower or Guarantor, including, without limitation, all Blocked Accounts and Depository Accounts are described and set forth on Schedule 4.8(h) hereto.

(i) Each Borrower shall maintain one or more Government Lockbox Accounts with a Lockbox Bank. Each Borrower shall execute with Agent and the Lockbox Bank a Government Depositary Agreement with respect to each Government Lockbox Account and Government Lockbox. Each Government Depositary Agreement shall provide, among other things, that (A) the Lockbox Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Government Lockbox Account and/or Government Lockbox other than for payment of its service fees and other charges directly related to the administration of such Government Lockbox Account and/or such Government Lockbox and for returned checks or other items of payment, and (B) pursuant to the sweep instructions of the applicable Borrower, the Lockbox Bank will forward, by daily sweep, all amounts in the Government Lockbox Account and in the Government Lockbox to a Blocked Account and/or Depository Accounts. Each Borrower hereby agrees that it will not change any sweep instruction set forth in any Government Depositary Agreement without the prior written consent of the Agent.

(j) No Borrower will, without Agent’s consent, compromise or adjust any material amount of the Receivables (or extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, extensions of time for payment, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Borrower.

(k) All deposit accounts (including all Blocked Accounts, Depository Accounts, Government Lockbox Accounts and Government Lockboxes), securities accounts and investment accounts of each Borrower and its SubsidiariesGuarantor as of the ClosingSecond Amendment Date are set forth on Schedule 4.8(h). No Borrower shall open any new deposit account, securities account or investment account (other than an Excluded Account) unless (i) Borrowers shall have given at least ten (10) days prior written notice to Agent and Agent has consented in writing, and (ii) (x) if such account (other than Government Lockbox Accounts and the Government Lockbox) is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Borrower and Agent shall first have entered into an account control agreement in form and substance satisfactory to Agent sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account within thirty (30) days of opening such account and (y) if such account is a Government Lockbox Account or Government Lockbox is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Borrower and Agent shall first have entered into a Government Depositary Agreement in accordance with Section 4.8(i) over such account within thirty (30) days of opening such account.

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4.9 Inventory. To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

4.10 Maintenance of Equipment. The Aircraft Collateral shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the equipment shall be maintained and preserved, other than Aircraft or Engines in long-term storage. Borrowers will, and will cause their Subsidiaries to, cause the Aircraft, including each Engine, and each Part, to be operated in accordance with manufacturer’s, supplier’s or service provider’s mandatory instructions or manuals pertaining to same. Neither Borrower nor any of its Subsidiaries shall use or operate the equipment in violation of any law, statute, ordinance, code, rule or regulation. Borrowers agree, and shall cause their Subsidiaries to agree, that Borrowers or their Subsidiaries, as applicable, will not operate, use or maintain the Aircraft, including each Engine, and each Part, in violation of any airworthiness certificate, license or registration relating to the Aircraft. In the event that any law, rule or regulation or order applicable to the Aircraft requires alteration, repair or modification of the Aircraft, Borrowers shall, at Borrowers’ expense, conform thereto, or obtain conformance therewith, maintain the same in proper operating condition under such laws, rules, regulations and orders, and any such modifications shall immediately, without further act, become the property of Borrowers.

4.11 Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

4.12 Financing Statements. Except with respect to the financing statements filed by Agent, financing statements described on Schedule 1.2(a), and financing statements filed in connection with Permitted Encumbrances, no financing statement covering any of the Collateral or any proceeds thereof is or will be on file in any public office.

4.13 State of Registration, Ownership and Perfection Requirements of Aircraft Collateral.

(a) State of Registration. Borrower shall at all times cause and maintain each Aircraft to be duly registered with (i) the FAA or (ii) the Aviation Authority in a State of Registration that is a Contracting State other than the United States (each such State of Registration, together with Papua New Guinea, the Philippines, and Trinidad and Tobago, a “Permitted Foreign Jurisdiction”); provided that (i) on the Closing Date all Aircraft will be duly

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registered with the FAA, (ii) all Aircraft Collateral that is used and/or operated in connection with Healthcare Services shall at all times be registered with the FAA, and (iii) Domestic Aircraft Collateral NOLV shall not be less than $150,000,000; provided further that, unless agreed to by Agent in its Permitted Discretion, Borrower shall not cause or permit any Aircraft to be deregistered with the FAA (i) at any time that Domestic Aircraft Collateral NOLV is less than $150,000,000, or (ii) if at any time Domestic Aircraft Collateral NOLV shall be less than $150,000,000 upon deregistration of any such Aircraft with the FAA.

(b) Ownership. Each Aircraft Collateral Owner shall at all times be (i) a Borrower or Guarantor hereunder and (ii) organized under the laws of any State of the United States of America or the District of Columbia or such other jurisdiction agreed to by Agent in its Permitted Discretion on a case-by-case basis in respect of each such Aircraft Collateral Owner.

(c) Perfection Requirements. Subject to Section 4.13(c)(iii) below, Borrower shall, at its sole cost and expense, take or cause to be taken all steps necessary from time to time to perfect and maintain Agent’s first priority perfected security interest (subject only to Permitted Encumbrances) in the Aircraft Collateral (the “Perfection Requirements”), as set forth below:

(i) with respect to all Aircraft Collateral, each Borrower shall register or cause to be registered or consent to the registration with the International Registry of, and shall take such further actions as may be necessary or desirable, or that the Agent may reasonably request, to effect the registration with the International Registry (including any documents, instruments or filings in the State of Registration to give effect to such registrations) of: (i) the International Interest, if any, created by this Agreement with respect to such Aircraft or Engine; (ii) the International Interest provided for in any Cape Town Lease to which such Borrower is a lessor or lessee; (iii) the assignment to the Agent of each International Interest described in clause (ii); and (iv) with respect to any after-acquired Aircraft Collateral in accordance with Section 6.19, the contract of sale with respect to any Aircraft by which title to such Aircraft is conveyed by or to such Borrower (collectively, the “Required Cape Town Registrations”); provided that (1) on or prior to the date that an Aircraft or Engine is owned by any Borrower, the relevant Borrower shall cause its International Registry administrator (acting directly or through a Transacting User Entity (as defined in the Cape Town Convention) or a Professional User Entity (as defined in the Cape Town Convention) to whom it has given an authorization) to commence effecting the applicable registrations with the International Registry described in clauses (i) through (iv) above (or if such registrations require receipt after such date from the applicable relevant governmental entity of any codes, such later date that is as promptly as reasonably practicable after receipt of such codes, provided that such codes are procured diligently and within the customary time period for the applicable jurisdiction in accordance with the advice of counsel to the Borrower in the applicable jurisdiction and such Borrower shall inform the Agent if such counsel advises the Borrower that such counsel anticipates the time period for the issuance of such codes will be significantly longer than customary time periods for issuance of similar codes in such jurisdiction) and (2) in connection with any registrations with the International Registry described in clause (ii) and (iii) above, the Agent shall be registered as the holder of the right to discharge such registrations. To the extent that (A) the Agent’s consent is required for any such registration, or (B) the Agent is required to initiate any such registration, the Agent shall cause such consent or such initiation of such registration to be effected at the request of the Borrower, and no Borrower shall be in breach of this section should the Agent fail to do provided that such failure is not a result of any act or omission by Borrower; provided further that the Required Cape Town Registrations shall not be required if the burden or cost outweighs the benefit afforded thereby as determined by Agent in its Permitted Discretion.

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(ii) with respect to all Aircraft Collateral, inclusion of the Aircraft and Engines in a New York law Aircraft Mortgage, completion of the applicable requirements set forth in such Aircraft Mortgage and, to the extent possible in the applicable jurisdiction and/or under Applicable Law, filing and maintaining such Aircraft Mortgage with the FAA (including any supplements or modifications from time to time in relation thereto), execution of an Irrevocable Deregistration and Export Authorization Request (“IDERA”) in favor of the Agent in form and substance reasonably acceptable to the Agent, and filing of such IDERA with the applicable Aviation Authority, as confirmed by an opinion of legal counsel in the applicable jurisdiction addressed to and in a form reasonably acceptable to Agent; provided, that no IDERA shall be required to be obtained or filed (a) in any Permitted Foreign Jurisdiction that is not a Contracting State or (b) if determined by the Agent in its Permitted Discretion that the burden or cost outweighs the benefit afforded thereby;

(iii) and in addition to the foregoing, solely with respect to any Aircraft Collateral to be registered in a Permitted Foreign Jurisdiction, prior to or contemporaneously with such registration the Investment Payment Conditions shall have been satisfied.

4.14 Investment Property.

(a) If a Loan Party shall become entitled to receive or shall receive any certificate, option or rights in respect of the Pledged Equity hereunder, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Equity, or otherwise in respect thereof, such Loan Party shall accept the same as the agent of Agent, hold the same in trust for Agent deliver the same forthwith to Agent in the exact form received, duly indorsed by such Loan Party to Agent, if required, together with an undated instrument of transfer covering such certificate duly executed in blank by such Loan Party, to be held by Agent, subject to the terms hereof, as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right to request that (i) any sums paid upon or in respect of such Equity Interests upon the liquidation or dissolution of any issuer thereof shall be paid over to Agent to be held by it hereunder as additional Collateral for the Obligations, and (ii) in case any distribution of capital shall be made on or in respect of such Equity Interests or any property shall be distributed upon or with respect to such Equity Interests pursuant to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall, and unless otherwise subject to a perfected Lien in favor of Agent, be delivered to Agent to be held by it hereunder as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of such Equity Interests shall be received by such Loan Party, such Loan Party shall if so requested by Agent, until such money or property is paid or delivered to Agent, hold such money or property in trust for Agent, segregated from other funds of such Loan Party, as additional Collateral for the Obligations.

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(b) Without the prior written consent of Agent, such Loan Party will not create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Equity Interests or proceeds thereof, or any interest therein, except for Permitted Encumbrances.

(c) If an Event of Default shall occur and be continuing and Agent shall give notice of its intent to exercise such rights to the relevant Loan Parties Agent shall have the right to receive any and all cash dividends and distributions, payments or other proceeds paid in respect of the Equity Interests and make application thereof in accordance with Section 11.5.

(d) UPON THE OCCURRENCE OF AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH LOAN PARTY HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS ITS PROXY AND ATTORNEY-IN-FACT WITH RESPECT TO THE PLEDGED EQUITY, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED EQUITY, WITH FULL POWER OF SUBSTITUTION TO DO SO. If no Event of Default has occurred and is continuing hereunder, Loan Party shall retain the right, where applicable, to vote and give consents with respect to the Pledged Equity for all purposes not inconsistent with the provisions of this Agreement and the Other Documents, and Agent shall, if necessary, execute due and timely proxies in favor of Loan Party for this purpose.

V. REPRESENTATIONS AND WARRANTIES.

Each Borrower represents and warrants as follows:

5.1 Authority. Each Borrower has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Borrower, and this Agreement and the Other Documents to which it is a party constitute the legal, valid and binding obligation of such Borrower enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents to which it is a party (a) are within such Borrower’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law or the terms of such Borrower’s Organizational Documents or to the conduct of such Borrower’s business or undertaking to which such Borrower is a party or by which such Borrower is bound, (b) will not conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Borrower under the provisions of any agreement, instrument, or other document to which such Borrower is a party or by which it or its property is a party or by which it may be bound.

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5.2 Formation and Qualification; Investment Property.

(a) Each Borrower is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any amendment or changes thereto.

(b) The only Subsidiaries of each Borrower are listed on Schedule 5.2(b).

(c) All of the Pledged Equity has been duly and validly issued and is fully paid and non-assessable.

5.3 Survival of Representations and Warranties. All representations and warranties of such Borrower contained in this Agreement and the Other Documents to which it is a party shall be true at the time of such Borrower’s execution of this Agreement and the Other Documents to which it is a party, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.

5.4 Tax Returns. Each Borrower’s federal tax identification number is set forth on Schedule 5.4. Each Borrower has filed all federal, state and local tax returns and other reports that each is required by law to file and has paid all taxes, assessments, fees and other governmental charges that are due and payable except (a) Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. The provision for taxes on the books of each Borrower is adequate for all years not closed by applicable statutes, and for its current fiscal year, and no Borrower has any knowledge of any material deficiency or additional assessment in connection therewith not provided for on its books.

5.5 Financial Statements.

(a) The pro forma funds flow of Borrowers on a Consolidated Basis (the “Pro Forma Funds Flow”) furnished to Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement (collectively, the “Transactions”) and is accurate, complete and correct and fairly reflects the financial condition of Borrowers on a Consolidated Basis as of the Closing Date after giving effect to the Transactions. The Pro Forma Funds Flow has been certified as accurate, complete and correct in all material respects by a Responsible Officer of Borrowing Agent.

(b) The twelve-month income statement projections for the period from July 2020 through June 2021, the six-month cash flow and balance sheet projections for the period from January 2021 through June 2021 and the annual income statement, balance sheet and cash flow projections for the fiscal years 2020, 2021, 2022 and 2023, in each case, of Borrowers on a Consolidated Basis, copies of which are annexed hereto as Exhibit 5.5(b) (the “Projections”) were prepared by a Financial Officer of PHI Group, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Borrowers’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Funds Flow are referred to as the “Pro Forma Financial Statements”.

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(c) The consolidated balance sheets of Borrowers, and such other Persons described therein, as of December 31, 2019, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application to which such accountants concur and present fairly the financial position of Borrowers at such date and the results of their operations for such period. Since December 31, 2019 there has been no change in the condition, financial or otherwise, of Borrowers as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, equipment and Real Property owned by Borrowers, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse.

5.6 Entity Names. No Borrower has been known by any other company or corporate name, as applicable, in the past five (5) years and does not sell Inventory under any other name except as set forth on Schedule 5.6, nor has any Borrower been the surviving corporation or company, as applicable, of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years.

5.7 Environmental Compliance; Flood Insurance.

(a) Except as set forth on Schedule 5.7 hereto or as could not reasonably be expected to have a Material Adverse Effect, each Borrower is in compliance with Environmental Laws and there are no outstanding citations, notices of violation or orders of non-compliance issued to any Borrower or relating to its business or Equipment under any Environmental Law.

(b) Except as set forth on Schedule 5.7 hereto or as could not reasonably be expected to have a Material Adverse Effect, each Borrower has been issued all federal, state and local licenses, certificates or permits (collectively, “Approvals”) required for the operation of the commercial business of any Borrower pursuant to any applicable Environmental Law, and all such Approvals are in full force and effect.

(c) Except as set forth on Schedule 5.7 or as could not reasonably be expected to have a Material Adverse Effect: (i) to Borrower’s knowledge, there have been no releases, spills, discharges, leaks or disposal (collectively referred to as “Releases”) of Hazardous Materials at, upon, under or migrating from or onto any Real Property owned, leased or occupied by any Borrower, except for Releases in compliance with Environmental Laws; (ii) to Borrower’s knowledge, there are no underground storage tanks or polychlorinated biphenyls on any Real Property, except for such underground storage tanks or polychlorinated biphenyls that are present in compliance with Environmental Laws; and (iii) the Real Property has never been used by any Borrower to treat, store or dispose of Hazardous Materials, except as authorized by Environmental Laws.

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(d) To the extent Borrowers have granted a Mortgage to Agent, for the benefit of itself and the Lenders, all Material Real Property owned by Borrowers is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage in amounts sufficient to insure the assets and risks of each such Borrower if and to the extent required under any applicable Flood Law and in general accordance with prudent business practice in the industry of such Borrower. To the extent Borrowers have granted a Mortgage to Agent, for the benefit of itself and the Lenders, each Borrower has taken all actions if and to the extent required under the Flood Laws and/or requested by Agent in its Permitted Discretion to assist in ensuring that each Lender is in material compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure located upon any Material Real Property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, if and to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral in general accordance with prudent business practice.

5.8 Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.

(a) (i) Before and after giving effect to the Transactions, each Borrower is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, (ii) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities, and (iii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) is in excess of the amount of its liabilities.

(b) Except as disclosed in Schedule 5.8(b)(i), no Borrower has any pending or threatened litigation, arbitration, actions or proceedings. No Borrower has any outstanding Indebtedness other than the Obligations, except for (i) Indebtedness disclosed in Schedule 5.8(b)(ii) and (ii) Indebtedness otherwise permitted under Section 7.8 hereof.

(c) No Borrower is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower in violation of any order of any court, Governmental Body or arbitration board or tribunal. Each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, except as would not reasonably be expected have a Material Adverse Effect.

(d) No Termination Event has occurred, except as would not reasonably be expected to have a Material Adverse Effect. No Borrower or member of the Controlled Group (i) has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA except as would not reasonable be expected to have a Material Adverse Effect, or (ii) maintains any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code, other than as would not reasonably be expected to have a Material Adverse Effect.

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5.9 Patents, Trademarks, Copyrights and Licenses. All Intellectual Property owned or utilized by any Borrower: (i) is set forth on Schedule 5.9; (ii) is valid and has been duly registered or filed with all appropriate Governmental Bodies; and (iii) constitutes all of the intellectual property rights which are necessary for the operation of its business. There is no objection to, pending challenge to the validity of, or proceeding by any Governmental Body to suspend, revoke, terminate or adversely modify, any such Intellectual Property and no Borrower is aware of any grounds for any challenge or proceedings, except as set forth in Schedule 5.9 hereto. All Intellectual Property owned or held by any Borrower consists of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof.

5.10 Licenses and Permits. Except as set forth in Schedule 5.10 and except with respect to Healthcare Authorizations, each Borrower (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits (including accreditation by the appropriate Governmental Bodies and industry accreditation agencies required by Applicable Law for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to procure such licenses or permits could reasonably be expected to have a Material Adverse Effect.

5.11 Default of Indebtedness. No Borrower is in default in the payment of the principal of or interest on any Indebtedness or under any instrument or agreement under or subject to which any Indebtedness has been issued and no event has occurred under the provisions of any such instrument or agreement which with or without the lapse of time or the giving of notice, or both, constitutes or would constitute an event of default thereunder.

5.12 No Default. No Default or Event of Default has occurred.

5.13 No Burdensome Restrictions. No Borrower is party to any contract or agreement the performance of which could reasonably be expected to have a Material Adverse Effect. No Borrower has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance.

5.14 No Labor Disputes. No Borrower is involved in any labor dispute; there are no strikes or walkouts or union organization of any Borrower’s employees threatened or in existence and no labor contract is scheduled to expire during the Term other than as set forth on Schedule 5.14 hereto.

5.15 Margin Regulations. No Borrower is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.

5.16 Investment Company Act. No Borrower is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.

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5.17 Disclosure. No representation or warranty made by any Borrower in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to any Borrower or which reasonably should be known to such Borrower which such Borrower has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which could reasonably be expected to have a Material Adverse Effect.

5.18 [Reserved].

5.19 [Reserved].

5.20 Swaps. No Borrower is a party to, nor will it be a party to, any swap agreement whereby such Borrower has agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination following an event of default thereunder are payable on an unlimited “two-way basis” without regard to fault on the part of either party.

5.21 Business and Property of Borrowers. Upon and after the Closing Date, Borrowers and their Subsidiaries do not propose to engage in any business other than the Permitted Businesses. On the Closing Date, each Borrower will, and will cause its Subsidiaries to, own all the property and possess all of the rights and Consents necessary for the conduct of the business of such Borrower or its Subsidiaries.

5.22 Ineligible Securities. Borrowers and its Subsidiaries do not intend to use and shall not use any portion of the proceeds of the Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter, Ineligible Securities being underwritten by a securities Affiliate of Agent or any Lender.

5.23 Federal Securities Laws. Neither Borrowers or any of their Subsidiaries (i) are, except with respect to securities set forth on Schedule 5.23(i), required to file periodic reports under the Exchange Act, (ii) have, except as set forth on Schedule 5.23(ii), any securities registered under the Exchange Act or (iii) have, except as set forth on Schedule 5.23(iii) filed a registration statement that has not yet become effective under the Securities Act.

5.24 Equity Interests. The authorized and outstanding Equity Interests of each Borrower and its Subsidiaries, and each legal and beneficial holder thereof as of the ClosingSecond Amendment Date, are as set forth on Schedule 5.24(a) hereto. All of the Equity Interests of each Borrower and its Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Borrower or its Subsidiaries or any of the shareholders of any Borrower or its Subsidiaries is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Borrowers and its Subsidiaries. Except as set forth on Schedule 5.24(c), no Borrower or any if its Subsidiaries has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

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5.25 Commercial Tort Claims. No Borrower has any commercial tort claims except as set forth on Schedule 5.25 hereto.

5.26 Letter of Credit Rights. As of the ClosingSecond Amendment Date, no Borrower has any letter of credit rights except as set forth on Schedule 5.26 hereto.

5.27 [Reserved].

5.28 Certificate of Beneficial Ownership. The Certificate of Beneficial Ownership executed and delivered to Agent and Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. The Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Other Documents.

5.29 Healthcare Authorizations. During the past three (3) years, each Healthcare Borrower (a) has, or has made timely application for in accordance with applicable Healthcare Laws, all Healthcare Authorizations necessary to carry on the business of such Borrower, and have made all declarations and filings with, all applicable Governmental Bodies necessary to engage in the ownership, management and operation of each such Borrower’s business and assets, in each case, except where failure to do so would not have a Material Adverse Effect, and (b) has not received a citation which could reasonably be expected to have a Material Adverse Effect, nor has any knowledge that any Governmental Bodies considering limiting, suspending or revoking any such Healthcare Authorization which limitation, suspension or revocation could reasonably be expected to have a Material Adverse Effect. All of such Healthcare Authorizations are valid and in full force and effect and each Healthcare Borrower is in compliance with the terms and conditions of all such Healthcare Authorizations, except where failure to be in such compliance or for a Healthcare Authorization to be valid and in full force and effect would not have a Material Adverse Effect.

5.30 HIPAA Compliance. To the extent that and for so long as any Healthcare Borrower is a “covered entity” or “business associate” as either such term is defined under HIPAA, each such Borrower during the past three (3) years has complied with applicable HIPAA requirements, except where failure to be in such compliance would not have a Material Adverse Effect.

5.31 Reimbursement; Third Party Payors. The items, goods and services provided in each Healthcare Borrower’s respective business are qualified for participation (to the extent such Borrower currently or hereafter participates) in the Government Reimbursement Programs, and each such Borrower is entitled to reimbursement under the Government Reimbursement Programs for items, goods and services rendered by such Borrower (to the extent such Borrower currently or hereafter participates therein) to qualified beneficiaries, and each such Borrower complies in all material respects with the conditions of participation (to the extent such Borrower currently or

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hereafter participates) in the Government Reimbursement Programs and the requirements thereof. Each Healthcare Borrower is in compliance in all material respects with contracts with Non-Government Payors and is entitled to reimbursement under such contracts. Without limitation, there is no condition not complied with that could reasonably be expected to jeopardize participation in any Government Reimbursement Program or related contracts or otherwise could reasonably be expected to have a Material Adverse Effect.

5.32 Other Healthcare Regulatory Matters. As of the ClosingSecond Amendment Date, except as disclosed on Schedule 5.32, no Borrower (i) is a party to a corporate integrity agreement, (ii) has any reporting obligations pursuant to a settlement agreement, or other remedial measure entered into with a Governmental Body with monetary obligations in excess of $250,000, or (iii) to the Borrower’s knowledge, is or has been a defendant in any qui tam/false claims act litigation.

5.33 Compliance with Healthcare Laws.

(a) Each Healthcare Borrower has timely filed or caused to be timely filed during the past three (3) years, all reports required by a Government Reimbursement Program with respect to the business operations of such Borrower, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of any Healthcare Borrower, there are no claims, actions or appeals pending (and no such Borrower has, during the past three (3) years, filed any claims or reports which could be reasonably expected to result in any such claims, actions or appeals) before any Governmental Body pertaining to such Borrower’s business operations including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of CMS, with respect to any Medicare or Medicaid reports or claims filed by such Borrower, or any disallowance by any Governmental Body in connection with any audit of such cost reports, in each case except as could not reasonably be expected to have a Material Adverse Effect.

(b) Each Healthcare Borrower currently is in compliance with all applicable Healthcare Laws, unless such non-compliance could not be reasonably expected to have a Material Adverse Effect.

(c) During the past three (3) years, no director, officer, shareholder (to the best of its knowledge), or Person with an “ownership or control interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Healthcare Borrower or the knowledge of any Healthcare Borrower, employee or agent: (1) has had a civil monetary penalty assessed against his or her personally pursuant to 42 U.S.C. §1320a-7a; (2) other than as disclosed on Schedule 5.38, has, prior to the ClosingSecond Amendment Date, been personally excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b); (3) has been personally convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518.

(d) All Persons providing or delivering any Healthcare Services for or on behalf of any Healthcare Borrower (either as an employee, independent contractor or otherwise) are appropriately licensed in every jurisdiction in which they provide or deliver any such Healthcare Services on behalf of such Borrower, except where failure to do so would not have a Material Adverse Effect.

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5.34 Information with Respect to Certain Aircraft. The information in the Aircraft Collateral Certificate delivered to the Agent from time to time is true, accurate, and complete.

5.35 Sanctions and other Anti-Terrorism Laws. No (a) Covered Entity or (x) any of its officers, directors or, to the knowledge of each Borrower, affiliates, consultants, brokers or agents acting on a Covered Entity’s behalf in connection with this Agreement, or (y) to the knowledge of each Borrower, any of its employees: (i) is a Sanctioned Person; (ii) directly, or indirectly through any third party, is engaged in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction, or any transactions or other dealings that otherwise are prohibited by any Ant-Terrorism Laws; (b) Collateral is Embargoed Property.

5.36 Anti-Corruption Laws. Each Covered Entity (a) has conducted its business in compliance with all Anti-Corruption Laws and (b) has instituted and maintains policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.

VI. AFFIRMATIVE COVENANTS.

Each Borrower agrees, until payment in full of the Obligations and termination of this Agreement, that:

6.1 Compliance with Laws. Each Borrower shall, and shall cause its Subsidiaries to, comply in all material respects with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Borrower’s and its Subsidiaries’ business the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard).

6.2 Conduct of Business and Maintenance of Existence and Assets. Each Borrower shall, and shall cause its Subsidiaries to, (a) conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including all Intellectual Property and take all actions necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so could reasonably be expected to have a Material Adverse Effect.

6.3 Books and Records. Each Borrower shall keep proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Loan Parties.

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6.4 Payment of Taxes. Each Borrower shall, and shall cause its Subsidiaries to, pay, when due, all taxes, assessments and other Charges lawfully levied or assessed upon such Borrower and its Subsidiaries or any of the Collateral, including real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes. Agent will not pay any taxes, assessments or Charges to the extent that any applicable Borrower has Properly Contested those taxes, assessments or Charges. The amount of any payment by Agent under this Section 6.4 shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations and, until Borrowers shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has been made), Agent may hold without interest any balance standing to Borrowers’ credit and Agent shall retain its security interest in and Lien on any and all Collateral held by Agent.

6.5 Financial Covenants.

(a) Fixed Charge Coverage Ratio. The Borrowers shall cause to be maintained as of the end of each fiscal quarter beginning December 31, 2020, a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00, for the four (4) fiscal quarters then ended.

(b) Equity Cure Right. Notwithstanding the foregoing Section 6.5(a), if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) (a “Curable Default”), an equity contribution resulting from Borrowers issuing Equity Interests in exchange for cash, in an amount (the “Specified Contribution”) sufficient to, when added to Adjusted EBITDA as more fully set forth below, cause Borrowers to be in compliance with Section 6.5(a) after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8, will, at the written request of Borrowing Agent, and without duplicative effect, be included in the calculations of Adjusted EBITDA solely for the purposes of determining compliance with such financial covenant at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5(a); (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating Adjusted EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Adjusted EBITDA or that include Adjusted EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters; (d) there shall be no more than foursix (46) Specified Contributions made during the Term; and (e) the proceeds of all Specified Contributions will be paid to Agent and applied in accordance with the Order of Other Collateral Proceeds Application. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral or any other rights and remedies provided in Section 11.1. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.

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6.6 Insurance.

(a) Each Borrower shall, and shall cause its domestic Subsidiaries to, (i) keep all its insurable properties and properties in which such Borrower has an interest insured against the hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to such Borrower’s including business interruption insurance; (ii) maintain a bond in such amounts as is customary in the case of companies engaged in businesses similar to such Borrower insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers and employees who may either singly or jointly with others at any time have access to the assets or funds of such Borrower either directly or through authority to draw upon such funds or to direct generally the disposition of such assets; (iii) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; (iv) maintain all such worker’s compensation or similar insurance as may be required under the laws of any state or jurisdiction in which such Borrower is engaged in business; (v) furnish Agent with (A) copies of all policies and evidence of the maintenance of such policies by the renewal thereof before any expiration date, and (B) appropriate lender loss payable endorsements in form and substance satisfactory to Agent, naming Agent as an additional insured and mortgagee and/or lender loss payee (as applicable) as its interests may appear with respect to all insurance coverage referred to in clauses (i) and (iii) above, and providing (I) that all proceeds thereunder shall be payable to Agent, (II) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy, and (III) that such policy and lender loss payable clauses may not be cancelled, amended or terminated unless at least thirty (30) days prior written notice is given to Agent (or in the case of non-payment, at least ten (10) days prior written notice). In the event of any loss thereunder, the carriers named therein hereby are directed by Agent and the applicable Borrower to make payment for such loss to Agent and not to such Borrower and Agent jointly. If any insurance losses are paid by check, draft or other instrument payable to any Borrower and Agent jointly, Agent may endorse such Borrower’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash.

(b) To the extent Borrowers have granted a Mortgage to Agent, for the benefit of itself and the Lenders, each Borrower shall take all actions required under the Flood Laws and/or requested by Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral, and thereafter maintaining such flood insurance in full force and effect for so long as required by the Flood Laws.

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(c) Agent is hereby authorized to approve claims under insurance coverage referred to in Sections 6.6(a)(i), and (iii) and 6.6(b) above. All loss recoveries received by Agent under any such insurance may be applied to the Obligations, in such order as Agent in its sole discretion shall determine; provided that payments in respect of the insurance claims submitted by the Borrowers (and previously disclosed to Agent) with respect to losses incurred as a result of a Hurricane Ida may be reinvested within 18 months after receipt of such payments (or such longer period as the Agent may agree in its sole discretion) to (i) rebuild or purchase assets (other than securities or cash) to be used by the Borrowers in a Permitted Business or (ii) offset hurricane costs and expenses. Any surplus shall be paid by Agent to Borrowers or applied as may be otherwise required by law. Any deficiency thereon shall be paid by Borrowers to Agent, on demand. If any Borrower fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of such Borrower, which payments shall be charged to Borrowers’ Account and constitute part of the obligations.

(d) Aircraft Collateral Insurance. Each Borrower shall, or shall cause each relevant Lessee to, at Borrowers’ expense, maintain insurance respecting each of Borrower’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily insured against by other Persons engaged in same or similar businesses and similarly situated and located including, without limitation, the following coverages:

(i) Insurance Covering Aircraft and Engines. Aircraft hull all risks and aircraft hull war risks insurance in respect of each Aircraft owned or managed by any Borrower (both in flight and on the ground) and (ii) aircraft spare parts insurance (and cause aircraft hull war risks insurance endorsed to cover the foregoing Aircraft Collateral in respect of Engines not attached to any Aircraft), in each case, on an agreed value basis and (iii) in respect of engine parts and aviation related specialty tools, equipment and ramp/ground handling equipment, in each of clauses (i) and (ii), in an amount not less than $35,000,000 and otherwise in conformity with the requirements set forth below subsection (d) hereof and any requirements set forth in any relevant Aircraft Mortgage and in the case of (iii) in an amount equal to the replacement value.

(ii) Aircraft and other General Liability. Aircraft third party legal insurance (including, without limitation, bodily injury, property damage, personal injury, passenger legal liability, premises liability, hangar keepers legal liability and products liability and war risk and extended liability coverage in accordance with AVN 52D or AVN 52E) in respect of each Aircraft and each Engine owned or managed by any Borrower and other general aviation liability, in an amount not less than the minimum liability coverage (determined as $100,000,000 per aircraft for any one occurrence (but in respect of products and personal injury liability, this limit may be an aggregate limit for any and all losses occurring during the currency of the policy)) and upon such terms and conditions as are customary for similarly situated Borrowers, or, in the case of leased assets, in such amount and on such terms as are customary for operators of similar assets on similar routes and, in each case, acceptable to Agent, acting reasonably, and in accordance with the requirements set forth in subsection (d) hereof and the requirements set forth in any relevant Aircraft Mortgage.

(iii) Leased Aircraft / Engines. In lieu of the requirements of (i) and (ii) above, should any Aircraft or Engine owned or managed by any Borrower at any time be subject to an Aircraft Lease, Borrowers shall cause the lessee of such Aircraft or Engine to maintain throughout the term of such Aircraft Lease, the insurances described in (i) and (ii) above and, in each case, in conformity with the requirements set forth in (iv) below and with the requirements of any relevant Aircraft Mortgage in respect of such Aircraft or Engine.

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(iv) Other Requirements. All insurance required by this Agreement shall: (i) if separate hull “all risks” and “war risks” insurances are arranged, include a 50/50 provision in accordance with market practice (AVS 103 is the current London market language); (ii) confirm that the insurers are not entitled to replace an Aircraft in the event of an insured Event of Loss; (iii) provide cover denominated in Dollars and any other currencies that Grantor as lessor under any applicable Aircraft Lease may reasonably require in relation to liability insurance; and (iv) operate on a worldwide basis subject to such limitations and exclusions as may be contained in the applicable Aircraft Lease.

(v) All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent in its Permitted Discretion and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). No later than the Closing Date, Borrower shall deliver insurance certificates to Agent for all insurance policies required above, which shall (i) name Agent and each Lender as an “additional insured” if such policy is a liability policy, (ii) name Agent for itself and on behalf of the Lenders as “contract party” or “loss payee” for all property, hull, or spares policy, and for all insurance required above, (iii) provide that, Agent and each Lender shall be notified in writing by the insurer(s) of any proposed cancellation, termination or material change in respect of such policy, at least thirty (30) days prior to any proposed cancellation, termination or material change and seven (7) days in respect of cancellation for war risk (or such lesser period that may be stated in any automatic termination provision in such policy), (iv) contain a waiver of subrogation in favor of Agent for itself and on behalf of the Lenders; (v) contain a breach of warranty provision in favor of the Agent and Lender, (vi) provide that the insurance shall be primary and without right of contribution from any other insurance which may be available to Agent and Lenders, (vii) provide that Agent and Lenders have no responsibility for premiums, warranties or representations to underwriters, except for such premium that may be directly attributable to a particular aircraft, engine or parts that are subject of a claim, and (viii) comply with the requirements of any relevant Aircraft Mortgage in respect of such Aircraft or Engine. If any Borrower or its Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims.

6.7 Payment of Indebtedness and Leasehold Obligations. Each Borrower shall, and shall cause its Subsidiaries to, pay, discharge or otherwise satisfy (i) at or before maturity (subject, where applicable, to specified grace periods) all its Indebtedness, except when the failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being Properly Contested, subject at all times to any applicable subordination arrangement in favor of Lenders and (ii) when due its rental obligations under all leases under which it is a tenant, and shall otherwise comply with all other terms of such leases and keep them in full force and effect, except when the failure to keep them in full force and effect could not reasonably be expected to have a Material Adverse Effect.

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6.8 Environmental Matters. Each Borrower shall, following a grant of a Mortgage:

(a) Conduct all operations in compliance with all Environmental Laws and use any and all Hazardous Materials on any Real Property in compliance with Environmental Laws, except for failure to comply or manage that could not reasonably be expected to have a Material Adverse Effect.

(b) Conduct any investigation or remedial action required pursuant to Environmental Law in response to any Hazardous Discharge or Environmental Complaint, except where the failure to conduct could not reasonably be expected to have a Material Adverse Effect.

6.9 Standards of Financial Statements. Each Borrower shall cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable).

6.10 Federal Securities Laws. Borrowers shall promptly notify Agent in writing if any Borrower or any of their Subsidiaries (i) is required to file periodic reports under the Exchange Act, (ii) registers any securities under the Exchange Act or (iii) files a registration statement under the Securities Act.

6.11 Execution of Supplemental Instruments. Each Borrower shall, and shall cause its Subsidiaries to, execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or documents relating to the Collateral, and such other instruments as Agent may request, in order that the full intent of this Agreement may be carried into effect.

6.12 Healthcare Operations.

(a) Each Healthcare Borrower shall maintain in full force and effect all Healthcare Authorizations necessary under Healthcare Laws (A) to carry on the business of such Borrower as it is conducted on the Closing Date, and (B) if such Borrower receives or has applied for reimbursements under any Government Reimbursement Program as part of its business, to continue to receive reimbursement thereunder (except for temporary periods of denial of immaterial payments) in substantial compliance with all requirements for participation in, and for the licensure required to provide the services that are reimbursable under, any Government Reimbursement Program, except, in each case, where failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) If any business of any Borrower is currently accredited by the Joint Commission or other accreditation agency, body or organization, each such Borrower shall (i) maintain such accreditation in good standing and without material limitation or impairment, (ii) timely submit to the Joint Commission or such other accreditation agency, body or organization a plan of correction for any deficiencies listed on any Joint Commission or such other accreditation agency, body or organization accreditation survey report, and (iii) cure all such deficiencies within

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such time frame as is necessary to preserve and maintain in good standing and without material limitation or impairment such Joint Commission or such other accreditation agency, body or organization accreditation, except, in each case, where failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, this section shall not prevent any Borrower from terminating its accreditation by the Joint Commission or such other accreditation agency, body or organization and obtaining accreditation by another healthcare accreditation agency to the extent such accreditation entity complies with the requirements of all Government Reimbursement Programs and other Third Party Payor programs.

6.13 Government Receivables. Each Borrower, as applicable, shall take all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of Claims Act (other than IPM Receivables owing from a Government Account Debtor), the Uniform Commercial Code and all other applicable state or local statutes or ordinances and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of any contract between any Borrower and the United States, any state or any department, agency or instrumentality of any of them.

6.14 [Reserved].

6.15 Keepwell. If it is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified ECP Loan Party, each Borrower hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 6.15, or otherwise under this Agreement or any Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the Other Documents. Each Qualified ECP Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.

6.16 Certificate of Beneficial Ownership and Other Additional Information. Borrowers shall provide to Agent and the Lenders: (i) confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Agent and Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to Agent and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such other information and documentation as may reasonably be requested by Agent or any Lender from time to time for purposes of compliance by Agent or such Lender with applicable laws (including without limitation the USA Patriot Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by Agent or such Lender to comply therewith.

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6.17 COVID-19 Assistance.

(a) Medicare Accelerated Payment Covenants. Each Loan Party or any of its Subsidiaries that receives one or more Medicare Accelerated Payments shall use the proceeds thereof exclusively for the uses permitted pursuant to the Applicable Laws of such Medicare program and otherwise comply in all material respects with the Applicable Laws of such Medicare program.

(b) Provider Relief Payment Covenants. In the event any Loan Party or any of its Subsidiaries elects to retain all or any portion of one or more CARES Act Provider Relief Payments (or any other grants, reimbursements or other payments received under or in connection with CARES and Other COVID-19 Laws (other than any Medicare Accelerated Payment), such Loan Party shall use the proceeds thereof exclusively for uses that are permitted pursuant to the applicable CARES and Other COVID-19 Laws and otherwise comply in all material respects with the terms of the CARES and Other COVID-19 Laws applicable thereto (including, for the avoidance of doubt, the Relief Fund Payment Terms and Conditions published by HHS).

6.18 Post-Closing Obligations. Borrowers shall cause the conditions set forth on Schedule 6.18 hereto to be satisfied in full, on or before the date specified for each such condition, time being of the essence, and each to be reasonably satisfactory, in form and substance as applicable, to Agent in its Permitted Discretion.

6.19 After-Acquired Aircraft Collateral. Upon the acquisition by any Borrower or any Guarantor after the Closing Date of any after acquired property that, in any such case, form part of the Aircraft Collateral, such Borrower or such Guarantor shall execute and deliver, within 3090 days of such acquisition an updated Aircraft Collateral Certificate together with any other information, documentation (including Aircraft Mortgages and supplements thereto), financing statements, certificates and legal opinions as may be necessary or advisable, in the Permitted Discretion of Agent, to vest in the Agent, a perfected security interest, subject only to Permitted Encumbrances, in such after acquired property and to have such after acquired property added to the Aircraft Collateral and thereupon all provisions of this Agreement relating to the Aircraft Collateral shall be deemed to relate to such after acquired property to the same extent and with the same force and effect.

6.20 Aircraft Collateral Information.

(a) For each Aircraft or Engine included as Aircraft Collateral in respect of which a certificate of airworthiness is not delivered to the Agent on the Closing Date, such Aircraft or Engine possesses all required equipment and would be capable of receiving a certificate of airworthiness on such date.

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(b) Each Aircraft Collateral Owner listed in the Aircraft Collateral Certificate has full title of each Airframe, Engine and Spare Engine as described therein. Neither any Aircraft Collateral Owner nor any lessee under an Aircraft Lease nor any Disclosed Sublessee has granted to any person other than the 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 Agreement, and to otherwise lawfully operate, possess, use and maintain the applicable Aircraft Collateral in accordance with the Other Documents.

(d) Each asset identified as Aircraft Collateral in the Aircraft Collateral Certificate satisfies the requirements for Aircraft Collateral (other than any Agent-discretionary criteria) and the related Perfection Requirements.

(e) Each Aircraft and Engine identified as Aircraft Collateral in the Aircraft Collateral Certificate shall at all times be subject to an Aircraft Mortgage. For the avoidance of doubt, on the Closing Date the Aircraft and Engines set forth in the Aircraft Collateral Certificate shall be subject to that certain Aircraft Mortgage to be filed with the FAA on the Closing Date (and each such Aircraft and Engine shall be listed in Exhibit A of such Aircraft Mortgage).

(f) Each Borrower will keep or cause to be kept correct, up-to-date and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ material assets that are identified by Borrowers as Aircraft Collateral in the Aircraft Collateral Certificate submitted to Agent, and the book value thereof.

6.21 Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws.

(a) The Borrowers covenant and agree that: (A) they shall immediately notify the Agent and each of the Lenders in writing upon becoming aware of the occurrence of a Reportable Compliance Event; and (B) if, at any time, any Collateral becomes Embargoed Property, then, in addition to all other rights and remedies available to the Agent and each of the Lenders, upon request by the Agent or any of the Lenders, the Loan Parties shall provide substitute Collateral acceptable to the Agent that is not Embargoed Property.

(b) Each Covered Entity shall conduct its business in compliance with all Anti-Corruption Laws and maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.

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VII. NEGATIVE COVENANTS.

Each Borrower agrees, until satisfaction in full of the Obligations and termination of this Agreement, that:

7.1 Merger, Consolidation, Acquisition and Sale of Assets.

(a) Each Borrower will not, and will not permit any of its Subsidiaries to, enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge with it, except (i) any Borrower may merge, consolidate or reorganize with another Borrower or acquire the assets or Equity Interest of another Borrower so long as such Borrower provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (ii) any Guarantor may merge, consolidate or reorganize with another Guarantor or acquire the assets or Equity Interest of another Guarantor so long as such Guarantors provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization (iii) any non-Loan Party may merge, consolidate or reorganize with any Borrower; provided that such Borrower (x) is the surviving entity of such merger, consolidation or reorganization and (y) provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (iv) any non-Loan Party may merge, consolidate or reorganize with any other non-Loan Party and (v) any Permitted Acquisition.

(b) Each Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, transfer or otherwise Dispose of any of its Collateral (including, in each case, by way of an LLC Division), except:

(i) the sale of Inventory in the Ordinary Course of Business;

(ii) the Disposition of Aircraft Collateral in the Ordinary Course of Business in an aggregate amount not to exceed $25,000,00050,000,000 following the Second Amendment Date; provided that the Net Proceeds therefrom are applied in accordance with Section 2.20(a)(i);

(iii) the Disposition of Collateral (including Aircraft Collateral) subject to the following:

(1) the Borrowing Agent or such Subsidiary receives consideration at the time of such Disposition at least equal to the Fair Market Value of the assets included in such Disposition;

(2) at least 75% of the total consideration received in such Disposition consists of cash or Cash Equivalents; and

(3) the Net Proceeds therefrom are applied in accordance with Section 2.20(a); provided, for the avoidance of doubt, if Borrowers fail to reinvest the proceeds of such disposition pursuant to Section 2.20(a) within the time period specified therein, the Net Proceeds to be applied pursuant to this clause (3), shall be based on the amount attributable to clause (1) with respect to such Disposition;

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(iv) a transfer of assets (i) by any Loan Party to a Loan Party, (ii) by a Subsidiary of a Borrower to a Borrower, (iii) by a Foreign Subsidiary to another Foreign Subsidiary and (iv) by any Loan Party to any non-Loan Party (who nonetheless is an Affiliate of a Borrower) in an aggregate amount not to exceed $15,000,00030,000,000 in the aggregate subject to Agent maintaining its perfected Lien on such transferred asset(s) and other requirements of Article IV with respect to such Collateralfollowing the Second Amendment Date;

(v) uses of cash or Cash Equivalents in the Ordinary Course of Business;

(vi) the creation or realization of any Permitted Aircraft Lien or a Disposition in connection with a Permitted Aircraft Lien;

(vii) transfers of obsolete, damaged or worn out Collateral, collectively, in an aggregate amount not to exceed $10,000,00020,000,000 following the Second Amendment Date; provided that the Net Proceeds received are applied in accordance with Section 2.20(a);

(viii) a transfer of assets by any Loan Party to any other Loan Party (subject to Section 4.13 in respect of Aircraft Collateral);

(ix) Dispositions in connection with any Sale and Leaseback Transaction so long as the Net Proceeds therefrom are applied in accordance with Section 2.20(a)(i);

(x) 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; provided that the Net Proceeds therefrom are applied in accordance with Section 2.20(a); and

(xi) Dispositions comprised of compromises, adjustments to the amount, extensions of time for payment, returns of merchandise, discounts or credits in respect of Receivables agreed to in the Ordinary Course of Business;

(xii) the sale of Receivables pursuant to a Permitted Factoring Arrangement; and

(xiii) (xi) an issuance, sale, transfer or other disposition of Equity Interests by a Loan Party to another Loan Party.

7.2 Creation of Liens. Each Borrower will not, and will not permit any of its Subsidiaries to, create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter created or acquired, except Permitted Encumbrances.

7.3 Guarantees. Each Borrower will not, and will not permit any of its Subsidiaries to, become liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except (a) as disclosed on Schedule 7.3, (b) unsecured guarantees made in the Ordinary Course of Business, (c) guarantees by one or more Loan Parties of the Indebtedness or obligations of any other Loan Parties to the extent such Indebtedness or obligations are permitted to be incurred and/or outstanding pursuant to the provisions of this Agreement, and (d) the endorsement of checks in the Ordinary Course of Business.

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7.4 Investments. Each Borrower will not, and will not permit any of its Subsidiaries to, purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, other than Permitted Investments.

7.5 Loans. Each Borrower will not, and will not permit any of its Subsidiaries to, make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate other than Permitted Loans.

7.6 Capital Expenditures. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures in an aggregate amount for all Borrowers and Subsidiaries (i) in the fiscal year ending December 31, 2020, in excess of $40,000,000, (ii) in the90,000,000 in any fiscal year ending December 31, 2021, in excess of $50,000,000, (iii) in the fiscal year ending December 31, 2022, in excess of $60,000,000, and (iv) in the fiscal year ending December 31, 2023, in excess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Carryover Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Carryover amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending is not less than 1.25 to 1.00 on a pro forma basis..

7.7 Restricted Payments. Each Borrower will not, and will not permit any of its Subsidiaries to, declare, pay or make any Restricted Payment other than:

(a) Restricted Payments made pursuant to Restricted Payment Conditions;

(b) Restricted Payments to the other Loan Parties;

(c) Restricted Payment made for the redemption of any Equity Interests of the Borrower or any Subsidiary of the Borrower held by any of the Borrower’s (or any of its 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 the aggregate in any 12-month period;

(d) Restricted Payments in cash to any direct or indirect parent of any Borrower (other than a direct or indirect parent of PHI Group, if applicable), 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, in each case, that are solely attributable to the Borrowers and their respective Subsidiaries;

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(e) Restricted Payments among Affiliates constituting Permitted Investments; and

(f) the First Amendment Dividend subject to satisfaction of the conditions set forth in such definition.

7.8 Indebtedness. Each Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.

7.9 Nature of Business. Each Borrower will not, and will not permit any of its Subsidiaries to, substantially change the nature of the business in which it is presently engaged, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the Ordinary Course of Business for assets or property which are useful in, necessary for and are to be used in its business as presently conducted.

7.10 Transactions with Affiliates. Each Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (i) transactions among Borrowers, Guarantors and their respective Subsidiaries which are not expressly prohibited by the terms of this Agreement and which are in the Ordinary Course of Business, (ii) payment by Borrowers, Guarantors and their respective Subsidiaries of dividends and distributions permitted under Section 7.7 hereof, (iii) transactions which are in the Ordinary Course of Business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate, (iv) Restricted Payments and Investments made in accordance with Sections 7.4 and 7.7., (v) 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, (vi) reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes consistent with past practices in the Ordinary Course of Business, (vii) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Loan Parties or any direct or indirect parent of the Loan Parties in the Ordinary Course of Business to the extent attributable to the ownership or operation of the Loan Parties.

7.11 Healthcare Matters. Each Healthcare Borrower will not permit to occur any of the following:

(a) any transfer of a Healthcare Authorization or rights thereunder to any Person (other than any Borrower);

(b) any pledge or hypothecation of any Healthcare Authorization as collateral security for any Indebtedness other than Indebtedness to Agent;

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(c) any rescission, withdrawal or revocation of any material Healthcare Authorization necessary for the conduct of such Borrower’s business without Agent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), including, without limitation, any amendment or modification of such Healthcare Authorization.

7.12 Subsidiaries. Each Borrower will not, and will not permit any of its Subsidiaries to:

(a) Form any Subsidiary, directly or indirectly, unless such Subsidiary (i) is not a Foreign Subsidiary, (ii) at Agent’s discretion, (x) expressly joins in this Agreement as a borrower and becomes jointly and severally liable for the obligations of Borrowers hereunder, under the Notes, and under any other agreement between any Borrower and Lenders, or (y) becomes a Guarantor with respect to the Obligations and, subject to the Agent’s discretion, executes a Guarantor Security Agreement in favor of Agent, and (iii) Agent shall have received all documents, including without limitation, legal opinions and appraisals it may reasonably require to establish compliance with each of the foregoing conditions in connection therewith.

(b) Enter into any partnership, joint venture or similar arrangement other than (i) those existing on the Closing Date and set forth on Schedule 7.12 or (ii) are otherwise permitted pursuant to other provisions of this Agreement.

7.13 Fiscal Year and Accounting Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, change its fiscal year from December 31 or make any significant change (i) in accounting treatment and reporting practices except as required by GAAP or (ii) in tax reporting treatment except as required by law.

7.14 Pledge of Credit. Each Borrower will not, and will not permit any of its Subsidiaries to, now or hereafter pledge Agent’s or any Lender’s credit on any purchases, commitments or contracts or for any purpose whatsoever or use any portion of any Advance in or for any business other than such Borrower’s business operations as conducted on the Closing Date.

7.15 Amendment of Organizational Documents. Each Borrower will not, and will not permit any of its Subsidiaries to, (i) change its legal name, (ii) change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), (iii) change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one jurisdiction, or (iv) otherwise amend, modify or waive any term or material provision of its Organizational Documents unless required by law, in any such case without (x) giving at least thirty (30) days prior written notice of such intended change to Agent, (y) having received from Agent confirmation that Agent has taken all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral belonging to such Borrower and in the Equity Interests of such Borrower and (z) in any case under clause (iv), having received the prior written consent of Agent and Required Lenders to such amendment, modification or waiver.

7.16 Compliance with ERISA. No Borrower shall, and no Borrower shall permit its Subsidiaries to, allow the occurrence of any Termination Event that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

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7.17 Prepayment of Indebtedness. Each Borrower will not, and will not permit any of its domestic Subsidiaries to, at any time, directly or indirectly, prepay any Indebtedness (other than to Lenders) for borrowed money, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Borrower or any Subsidiary of any Borrower.

7.18 Location of Aircraft Collateral; State of Registration; Aircraft Collateral Owner. Subject to Section 4.13, the Loan Parties shall not, and will not permit any of their Subsidiaries to, move or permit any Person to move Aircraft Collateral to jurisdictions outside of the United States of America; provided that Aircraft Collateral not used and/or operating in connection with Healthcare Services may be operated on routes including jurisdictions outside of the United States of America for legitimate business purpose (as determined in good faith by an Authorized Officer of Borrowing Agent) while engaging in a Permitted Business and subject to the requirements and limitations of this Agreement including Section 4.13 hereof. For the avoidance of doubt, Aircraft Collateral used and/or operated in connection with Healthcare Services may not in any event be moved, operated or located in a jurisdiction outside of the United States of America. The Loan Parties will not cause or permit (i) the deregistration of any Aircraft from the FAA (or Aviation Authority in a Permitted Foreign Jurisdiction in accordance with and subject to Section 4.13) and/or registration of the Aircraft in any State of Registration other than the United States (or a Permitted Foreign Jurisdiction in accordance with and subject to Section 4.13), or (ii) transfer of ownership and title of Aircraft Collateral to an entity that is not organized under the laws of any State of the United States of America or the District of Columbia, in each case without the Agent’s prior written consent in accordance with Section 4.13; provided that, all Aircraft Collateral used and/or operated in connection with Healthcare Services shall remain registered with the FAA at all times.

7.19 Government Lockbox Instructions. Each Borrower will not, and will not permit any of its Subsidiaries to, (i) forward any collections from any Government Account Debtor in the applicable Government Lockbox Accounts or the Government Lockboxes except as required under Section 4.8(i), or (ii) direct any Government Account Debtor to make a payment in respect of any Account in any place or account other than the applicable Government Lockbox Account or applicable Government Lockbox.

7.20 Membership / Partnership Interests. Each Borrower will not, and will not permit any of its Subsidiaries to, designate or permit any of their Subsidiaries to (a) treat their limited liability company membership interests or partnership interests, as the case may be, as securities as contemplated by the definition of “security” in Section 8-102(15) and by Section 8-103 of Article 8 of the Uniform Commercial Code or (b) certificate their limited liability membership interests or partnership interests, as applicable.

7.21 Sanctions and other Anti-Terrorism Laws. Each Loan Party hereby covenants and agrees that until the last day of the Term, such Loan Party and its Subsidiaries will not: (a) become a Sanctioned Person or allow any employees, officers, directors, affiliates, consultants, brokers and agents acting on their behalf in connection with this Agreement, that is or becomes a Sanctioned Person to have any involvement with their activities under this Agreement or with the proceeds of any facility; (b) directly, or indirectly through a third party, engage in any transactions or other dealings with or for the benefit of any Sanction Person or Sanctioned Jurisdiction, including any use of the proceeds of the Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctions Person or Sanctioned Jurisdiction; (c) repay the Loans with Embargoed Property or funds derived from any unlawful activity; (d) permit any Collateral to become Embargoed Property; or (e) cause any Lender or Agent to violate any Anti-Terrorism Law.

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7.22 Anti-Corruption Laws. Each Loan Party hereby covenants and agrees that until the last day of the Term, such Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, use the Loans or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws.

VIII. CONDITIONS PRECEDENT.

8.1 Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent:

(a) Note. Agent shall have received the Notes duly executed and delivered by an authorized officer of each Borrower;

(b) Other Documents. Agent shall have received each of the executed Other Documents, as applicable;

(c) Agreement Among Lenders. Lenders shall have entered into the Agreement Among Lenders;

(d) Negative Pledge Agreements. Agent shall have received Negative Pledge Agreements with respect to all owned Material Real Property;

(e) Blocked Accounts. Subject to Section 6.18 and Section 4.8(i), Borrowers shall have opened the Depository Accounts with Agent or Agent shall have received duly executed agreements establishing the Blocked Accounts with financial institutions acceptable to Agent for the collection or servicing of the Receivables and proceeds of the Collateral and Agent shall have entered into control agreements with the applicable financial institutions in form and substance satisfactory to Agent with respect to such Blocked Accounts;

(f) [Reserved];

(g) Financial Condition Certificates. Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1(g).

(h) Closing Certificate. Agent shall have received a closing certificate signed by a Financial Officer of the Borrowing Agent dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) on such date no Default or Event of Default has occurred or is continuing;

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(i) Borrowing Base. Agent shall have received evidence from Borrowers that the aggregate amount of Eligible Receivables is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date;

(j) Undrawn Availability. After giving effect to the initial Advances hereunder, Borrowers shall have Undrawn Availability of at least $22,000,000;

(k) [Reserved];

(l) [Reserved];

(m) [Reserved];

(n) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by this Agreement, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;

(o) [Reserved];

(p) Secretary’s Certificates, Authorizing Resolutions and Good Standings of Borrowers. Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the Closing Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing (x) the execution, delivery and performance of this Agreement, the Notes and each Other Document to which such Borrower is a party (including authorization of the incurrence of indebtedness, borrowing of Revolving Advances, Swing Loans, and Term Loans and requesting of Letters of Credit on a joint and several basis with all Borrowers as provided for herein), and (y) the granting by such Borrower of the security interests in and liens upon the Collateral to secure all of the joint and several Obligations of Borrowers (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Agreement and the Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization and each jurisdiction in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such applicable jurisdiction;

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(q) [Reserved];

(r) Legal Opinion. Agent shall have received the executed legal opinion of Milbank LLP, Jones Walker LLP and McAfee & Taft A Professional Corporation in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Agreement, the Notes, the Other Documents, and related agreements as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

(s) No Litigation. No litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against any Borrower or against the officers or directors of any Borrower (A) in connection with this Agreement, the Other Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Agent, is deemed material or (B) which could, in the reasonable opinion of Agent, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Borrower or the conduct of its business or inconsistent with the due consummation of the Transactions shall have been issued by any Governmental Body;

(t) Collateral Examination. Agent shall have completed Collateral examinations and received appraisals, the results of which shall be satisfactory in form and substance to Agent, of the Receivables and equipment of each Borrower and all books and records in connection therewith;

(u) Fees. Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing Date hereunder, including pursuant to Article III hereof and the Fee Letter;

(v) Pro Forma Financial Statements. Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Agent;

(w) Insurance. Agent shall have received in form and substance satisfactory to Agent, (i) evidence that adequate insurance, including without limitation, casualty and liability insurance, required to be maintained under this Agreement is in full force and effect, (ii) insurance certificates issued by Borrowers’ insurance broker containing such information regarding Borrowers’ casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured, lenders loss payee and/or mortgagee, as applicable, and (iii) loss payable endorsements issued by Borrowers’ insurer naming Agent as lenders loss payee and mortgagee, as applicable;

(x) [Reserved];

(y) Prior Indebtedness. A payoff letter from Credit Suisse AG, in form and substance satisfactory to Agent, together with such Uniform Commercial Code termination statements, releases of mortgage Liens and other instruments, documents and/or agreements necessary or appropriate to terminate any Liens in favor of Credit Suisse AG securing the prior indebtedness which is to be indefeasibly paid in full on or prior to the Closing Date, as Agent may request, duly executed and in recordable form, if applicable, and otherwise in form and substance satisfactory to Agent;

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(z) Payment Instructions. Agent shall have received written instructions from Borrowing Agent directing the application of proceeds of the initial Advances made pursuant to this Agreement;

(aa) Consents. Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall deem necessary;

(bb) No Adverse Material Change. (i) Since December 31, 2019, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect;

(cc) [Reserved];

(dd) Compliance with Laws. Agent shall be reasonably satisfied that each Borrower is in compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Anti-Terrorism Laws;

(ee) Certificate of Beneficial Ownership; USA Patriot Act Diligence. Agent and each Lender shall have received, in form and substance acceptable to Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and

(ff) Other. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Transactions shall be satisfactory in form and substance to Agent and its counsel.

8.2 Conditions to Each Advance. The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

(a) First Revolving Advance. Prior to funding the initial Revolving Advance after the Closing Date, Agent and the Lenders holding the Revolving Commitment shall have received the bankruptcy, judgment, litigation and tax lien searches in respect of each Borrower’s chief executive office location, each of which results shall be satisfactory to Agent in its Permitted Discretion;

(b) Representations and Warranties. Each of the representations and warranties made by any Borrower in or pursuant to this Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement, the Other Documents or any related agreement shall be true and correct in all respects on and as of such date as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date);

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(c) No Default. No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the Advances requested to be made, on such date; provided, however that Agent, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that any Advances so made shall not be deemed a waiver of any such Event of Default or Default; and

(d) Maximum Advances. In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement.

Each request for an Advance by any Borrower hereunder shall constitute a representation and warranty by each Borrower as of the date of such Advance that the conditions contained in this subsection shall have been satisfied.

IX. INFORMATION AS TO BORROWERS.

Each Borrower shall, or (except with respect to Section 9.11) shall cause Borrowing Agent on its behalf to, until satisfaction in full of the Obligations and the termination of this Agreement:

9.1 Disclosure of Material Matters. Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectability of any portion of the Collateral, including any Borrower’s reclamation or repossession of, or the return to any Borrower of, a material amount of goods or claims or disputes asserted by any Customer or other obligor or any Lien, other than any Permitted Encumbrance, placed upon or asserted against any Borrower or any Collateral.

9.2 Schedules. Deliver to Agent (i) on or before the thirtieth (30^th) day of each month as and for the prior month (a) accounts receivable agings inclusive of reconciliations to the general ledger in form and substance satisfactory to Agent in its Permitted Discretion, (b) accounts payable schedules inclusive of reconciliations to the general ledger in form and substance satisfactory to Agent in its Permitted Discretion, and (c) an updated Aircraft Collateral Certificate, and (d) a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement), and (ii) during a Dominion Trigger Periodon or before the last day of each calendar quarter, an updated Aircraft Collateral Certificate, and (iii) at any time when an Event of Default is in existence, on or before Friday of each such week, a sales report / roll forward for the prior week. In addition, each Borrower will deliver to Agent at such intervals as Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent and executed by each Borrower and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and any Borrower’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Agent, the items to be provided under this Section 9.2 shall be delivered to Agent by the specific method of Approved Electronic Communication designated by Agent.

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9.3 Environmental Reports. In the event any Borrower has delivered a Mortgage to Agent, for the benefit of itself and Lenders: Promptly notify Agent in writing of its receipt of any notice of any Release or threat of Release of any Hazardous Materials at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”), any notification that it is potentially responsible for investigation or cleanup of environmental conditions at the Real Property, or any demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or the operations or the business (any of the foregoing is referred to herein as an “Environmental Complaint”) from any Person, including any Governmental Body. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Collateral and is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto.

9.4 Litigation. Promptly notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting any Borrower, any Guarantor or any of their Subsidiaries, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably be expected to have a Material Adverse Effect.

9.5 Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (i) any Event of Default or Default; (ii) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Borrower as of the date of such statements; (iii) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (iv) each and every default by any Borrower which might result in the acceleration of the maturity of any Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (v) the occurrence of a termination of, or the receipt by the Borrower of any notice of the termination of any one or more Material Contract of any Loan Party and (vi) any other development in the business or affairs of any Borrower, any Guarantor or any of their Subsidiaries, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

9.6 [Reserved].

9.7 Annual Financial Statements. Furnish Agent within (i) 150 days after the end of the fiscal year ending December 31, 2021, and (ii) 120 days after the end of each other fiscal year of Borrowers, financial statements of Borrowers on a Consolidated Basis including, but not limited to, statements of income and stockholders’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory to Agent (the “Accountants”). In addition, the reports shall be accompanied by a Compliance Certificate.

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9.8 Quarterly Financial Statements. Furnish Agent within forty-five (45) days after the end of each fiscal quarter, (i) an unaudited balance sheet of Borrowers on a Consolidated Basis and unaudited statements of income and stockholders’ equity and cash flow of Borrowers on a Consolidated Basis and (ii) a consolidated report of revenue by each segment (i.e. health, aviation and international) of the Borrowers’ business, in each case, reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Borrowers’ business operations and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. The reports shall be accompanied by a Compliance Certificate.

9.9 Monthly Financial Statements. If any Revolving Advances are outstanding, furnish Agent within (i) forty-five (45) days, if no Reporting Trigger Period exists, or (ii) thirty (30) days, during a Reporting Trigger Period, in each case, after the end of each month (other than for the months of March, June, September and December which shall be delivered in accordance with Sections 9.7 and 9.8 as applicable), an unaudited balance sheet of Borrowers on a Consolidated Basis and unaudited statements of income and cash flow of Borrowers on a Consolidated Basis reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Borrowers’ business operations and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

9.10 Other Reports. At Agent’s request, furnish Agent as soon as available, but in any event within ten (10) days after the issuance or receipt thereof, with copies of such financial statements, reports and returns as each Borrower shall send to its stockholders or members, as applicable.

9.11 Additional Information. Furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Notes have been complied with by Borrowers including, without the necessity of any request by Agent, (a) copies of all material environmental audits and reviews, (b) prior written notice of any Borrower’s opening of any new chief executive office or any Borrower’s closing of any existing chief executive office, and (c) promptly upon any Borrower’s learning thereof, notice of any material labor dispute to which any Borrower may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any material labor contract to which any Borrower is a party or by which any Borrower is bound.

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9.12 Projected Operating Budget. Furnish Agent, no later than thirty (30) days after the beginning of each Borrower’s fiscal years commencing with fiscal year 2021, a month by month projected operating budget and cash flow of Borrowers on a Consolidated Basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the Financial Officer of each Borrower to the effect that such projections have been prepared based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein; it being understood that (i) actual results may vary from such projections and that such variances may be material and (ii) no representation is made with respect to information of an industry specific or general economic nature.

9.13 Variances From Operating Budget. During an Event of Default under Section 10.5, at Agent’s request, furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.9, a written report summarizing all material variances from budgets submitted by Borrowers pursuant to Section 9.12 and a discussion and analysis by management with respect to such variances.

9.14 Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination of any Consent issued to any Borrower or any of its Subsidiaries by any Governmental Body or any other Person that is material to the operation of any Borrower’s business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by any Borrower, any Guarantor or any of their Subsidiaries with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any Borrower or any Guarantor, or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which specifically relate to any Borrower or any Guarantor.

9.15 ERISA Notices and Requests. Furnish Agent with immediate written notice in the event that any Borrower or any of its Subsidiaries knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Borrower or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto.

9.16 Healthcare Matters. Within five (5) Business Days, notify Agent in writing upon the occurrence of: (i) a voluntary disclosure by any Borrower or any Subsidiary of any Borrower to the Office of the Inspector General of the United States Department of Health and Human Services, any Government Reimbursement Program (including to any intermediary, carrier or contractor of such program), of an actual or potential overpayment matter involving the submission of claims to a Government Reimbursement Program in an amount greater than $1,000,000; (ii) any Borrower or any Subsidiary of any Borrower, an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower or any Subsidiary of any Borrower: (a) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (b) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (c) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those

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offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (d) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq.; (iii) receipt by any Borrower or any Subsidiary of any Borrower of any written notice or communication from an accrediting organization that such Person is in danger of losing its accreditation due to a failure to comply with a plan of correction; (iv) any validation review, program integrity review or material reimbursement audits related to any Borrower or any Subsidiary of any Borrower in connection with any Third Party Payor reimbursement program; (v) any claim to recover any alleged overpayments with respect to any Receivables, or any notice of any fees of any Borrower or any Subsidiary of any Borrower being contested or disputed, in each case, in excess of $1,000,000; (vi) notice of any material reduction in the level of reimbursement expected to be received with respect to Receivables; (vii) any allegations of material licensure violations or fraudulent acts or omissions involving any Borrower or any Subsidiary of any Borrower; (viii) any changes in any Healthcare Law (including the adoption of a new Healthcare Law) known to any Borrower or any Subsidiary or any Borrower that would reasonably be expected to have a Material Adverse Effect; (ix) notice of any Borrower’s or any of their Subsidiaries’ fees in excess of $1,000,000 being contested or disputed; (x) any pending or threatened revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Healthcare Authorization; and (xi) notice of the occurrence of any reportable event as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which any Borrower or any Subsidiary of any Borrower has to make a submission to any Governmental Body or other Person under the terms of such agreement, if any.

9.17 Additional Documents. Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

9.18 Updates to Certain Schedules. Deliver to Agent promptly as shall be required to maintain the related representations and warranties as true and correct, updates to Schedules 4.4 (Locations of equipment and Inventory), 5.9 (Intellectual Property, Source Code Escrow Agreements), 5.23 (Federal Securities Laws), 5.24 (Equity Interests), 5.25 (Commercial Tort Claims), and 5.26 (Letter-of-Credit Rights); provided, that absent the occurrence and continuance of any Event of Default, Borrower shall only be required to, upon Agent’s request in its Permitted Discretion, provide such updates on a quarterlyan annual basis in connection with delivery of a Compliance Certificate with respect to the applicable fiscal quarteryear. Any such updated Schedules delivered by Borrowers to Agent in accordance with this Section 9.18 shall automatically and immediately be deemed to amend and restate the prior version of such Schedule previously delivered to Agent and attached to and made part of this Agreement.

9.19 Financial Disclosure. Each Borrower hereby irrevocably authorizes and directs all accountants and auditors employed by such Borrower at any time during the Term to exhibit and deliver to Agent and each Lender copies of any of such Borrower’s financial statements, trial balances or other accounting records of any sort in the accountant’s or auditor’s possession, and to disclose to Agent and each Lender any information such accountants may have concerning such Borrower’s financial status and business operations. Each Borrower hereby authorizes all

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Governmental Bodies to furnish to Agent and each Lender copies of reports or examinations relating to such Borrower, whether made by such Borrower or otherwise; however, Agent and each Lender will attempt to obtain such information or materials directly from such Borrower prior to obtaining such information or materials from such accountants or Governmental Bodies.

X. EVENTS OF DEFAULT.

The occurrence of any one or more of the following events shall constitute an “Event of Default”:

10.1 Nonpayment. Failure by any Borrower to pay (a) any principal on the Obligations (including without limitation pursuant to Section 2.9) when due, or (b) any interest on the Obligations (including without limitation pursuant to Section 2.9) and any other fee, charge, amount or liability provided for herein or in any Other Document within three (3) Business Days of when such payments are due and owing.

10.2 Breach of Representation. Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been incorrect or misleading in any material respect on the date when made or deemed to have been made;

10.3 Financial Information. Failure by any Borrower to (i) furnish financial information when due or when requested, or (ii) permit the inspection of its books or records or access to its premises for audits and appraisals in accordance with the terms hereof;

10.4 Judicial Actions. Issuance of a notice of Lien, levy, assessment, injunction or attachment (a) against any Borrower’s Inventory or Receivables or (b) against a material portion of any Borrower’s other property which is not stayed or lifted within thirty (30) days; in each case, involving amounts in excess of $5,000,00010,000,000;

10.5 Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii), (i) except as set forth in Section 10.5(iii) below, failure or neglect of any Loan Party or its Subsidiaries to perform, keep or observe any term, provision, condition, covenant contained in Article IV, Article VI, Article VII, or Article IX of this Agreement, (ii) failure or neglect of any Loan Party or its Subsidiaries or any Person to perform, keep or observe any term, provision, condition, covenant contained in any Other Document (other than this Agreement) or any other agreement or arrangement, now or hereafter entered into between any Loan Party or its Subsidiaries or such Person, and Agent or any Lender which is not cured within thirty (30) days from such failure or neglect, or (iii) failure or neglect of any Borrower to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.5, 4.10, 4.14, 6.1, 6.3, 6.6, 6.8, 6.9, 6.11, 9.4, 9.10, 9.11, 9.13, 9.17 or 9.19 hereof which is not cured within twenty (20) days from the occurrence of such failure or neglect;

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10.6 Judgments. Any (a) final non-appealable judgment or judgments, writ(s), order(s) or decree(s) for the payment of money are rendered against any Loan Party or any of its Subsidiaries for an aggregate amount in excess of $10,000,00020,000,000 or against all Loan Parties and their Subsidiaries for an aggregate amount in excess of $10,000,00020,000,000 and (b) (i) action shall be legally taken by any judgment creditor to levy upon assets or properties of any Loan Party or any of its Subsidiaries to enforce any such judgment or (ii) such judgment shall remain undischarged for a period of ninety (90) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect;

10.7 Bankruptcy. Any Borrower, any Guarantor, any Subsidiary or Affiliate of any Borrower shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy or receivership laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent (including by entry of any order for relief in any involuntary bankruptcy or insolvency proceeding commenced against it), (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

10.8 Material Adverse Effect. The occurrence of a Material Adverse Effect;

10.9 Lien Priority. Any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest (subject only to Permitted Encumbrances that have priority as a matter of Applicable Law to the extent such Liens only attach to Collateral other than Receivables or Inventory);

10.10 Exclusion Event. There occurs an Exclusion Event which (i) after taking such steps as such Borrower determines to mitigate the impact thereof is not mitigated within thirty (30) days and (ii) after the expiration of such mitigation period, such Exclusion Event has or could reasonably be expected to have a Material Adverse Effect;

10.11 Cross Default. Any specified “event of default” under any Indebtedness (other than the Obligations) of any Borrower or any of its Subsidiaries with a then-outstanding principal balance (or, in the case of any Indebtedness not so denominated, with a then-outstanding total obligation amount) of $10,000,00020,000,000 or more, or any other event or circumstance which would permit the holder of any such Indebtedness of any Borrower or any of its Subsidiaries to accelerate such Indebtedness (and/or the obligations of Borrower or any of its Subsidiaries thereunder) prior to the scheduled maturity or termination thereof, shall occur (regardless of whether the holder of such Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Indebtedness);

10.12 Breach of Guaranty or Pledge Agreement. Termination or breach of any Guaranty, Guarantor Security Agreement, Pledge Agreement or similar agreement executed and delivered to Agent in connection with the Obligations of any Borrower, or if any Guarantor or pledgor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty, Guarantor Security Agreement, Pledge Agreement or similar agreement;

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10.13 Change of Control. Any Change of Control shall occur;

10.14 Invalidity. Any material provision of this Agreement or any Other Document shall, for any reason, cease to be valid and binding on any Loan Party or any of its Subsidiaries, or any Loan Party or any of its Subsidiaries shall so claim in writing to Agent or any Lender or any Borrower challenges the validity of or its liability under this Agreement or any Other Document;

10.15 Seizures. Any (a) portion of the Collateral valued in excess of $5,000,000 shall be seized, subject to garnishment or taken by a Governmental Body, or any Loan Party or any of its Subsidiaries, or (b) the title and rights of any Loan Party of any of its Subsidiaries which is the owner of any material portion of the Collateral valued in excess of $10,000,000 shall have become the subject matter of claim, litigation, suit, garnishment or other proceeding which might, in the opinion of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents;

10.16 Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, any Borrower or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or the occurrence of any Termination Event; and

10.17 Anti-Money Laundering/International Trade Law Compliance. Any representation, warranty or covenant contained in Sections 5.35, 5.36, 6.21, 7.21 and 7.22 is or becomes false or misleading at any time.

XI. LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.

11.1 Rights and Remedies.

(a) Upon the occurrence of: (i) an Event of Default pursuant to Section 10.7 (other than Section 10.7(vii)), all Obligations shall be immediately due and payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated, (ii) any of the other Events of Default and at any time thereafter, at the option of Agent or at the direction of Required Lenders all Obligations shall be immediately due and payable and Agent or Required Lenders shall have the right to terminate this Agreement and to terminate, in whole or in part (including by a reduction in the Revolving Commitments), the obligation of Lenders to make Advances; and (iii) without limiting Section 8.2 hereof, any Default under Sections 10.7(vii) hereof, the obligation of Lenders to make Advances hereunder shall be suspended until such time as such involuntary petition shall be dismissed. Upon the occurrence of any Event of Default, Agent shall have the right to exercise any and all rights and remedies provided for herein, under the Other Documents, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Agent may enter any of any Borrower’s premises or other premises without legal process and without incurring liability to any Borrower therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand,

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take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Borrowers to make the Collateral available to Agent at a convenient place. With or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Borrowers reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid (including credit bid) for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by each Borrower. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of each Borrower’s (a) Intellectual Property which is used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, Borrowers shall remain liable to Agent and Lenders therefor.

(b) To the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Borrower acknowledges and agrees that it is not commercially unreasonable for Agent: (i) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral; (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to contact other Persons, whether or not in the same business as any Borrower, for expressions of interest in acquiring all or any portion of such Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any

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of the Collateral. Each Borrower acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to grant any rights to any Borrower or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

11.2 Agent’s Discretion. Agent shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify, which procedures, timing and methodologies to employ, and what any other action to take with respect to any or all of the Collateral and in what order, thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder as against Borrowers or each other.

11.3 Setoff. Subject to Section 14.13, in addition to any other rights which Agent or any Lender may have under Applicable Law, upon the occurrence of an Event of Default hereunder, Agent and such Lender shall have a right, immediately and without notice of any kind, to apply any Borrower’s property held by Agent and such Lender or any of their Affiliates to reduce the Obligations and to exercise any and all rights of setoff which may be available to Agent and such Lender with respect to any deposits held by Agent or such Lender. Notwithstanding anything to the contrary set forth in this Agreement, Agent waives any right of set off of funds on deposit in any Government Lockbox Account or any Government Lockbox against the Obligations under this Agreement except to the extent otherwise permitted under Applicable Law.

11.4 Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any rights or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative.

11.5 Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, subject to the Agreement Among Lenders, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and the Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Collateral under or pursuant to the terms of this Agreement;

SECOND, to payment of any fees owed to Agent;

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THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement;

FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans;

FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans;

SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above);

SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities) (including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof).

EIGHTH, to all other Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SEVENTH” above;

NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “EIGHTH”; and

TENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

Subject to the Agreement Among Lenders, in carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, and “EIGHTH” above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution

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pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, and “NINTH” above in the manner provided in this Section 11.5.

XII. WAIVERS AND JUDICIAL PROCEEDINGS.

12.1 Waiver of Notice. Each Borrower hereby waives notice of non-payment of any of the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

12.2 Delay. No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.

12.3 Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII. EFFECTIVE DATE AND TERMINATION.

13.1 Term. This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until October 2, 20232025 (the “Term”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon thirtyfive (305)  daysBusiness Days prior written notice to Agent upon payment in full of the Obligations. In the event the Obligations are prepaid in full (whether voluntary or involuntary, including after acceleration thereof) and the Credit Agreement is terminated prior to the last day of the Term (the date of such prepayment hereinafter referred to as

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the “Early Termination Date”), Borrowers shall concurrently pay to Agent, for the ratable benefit of Lenders based on such Lender’s Revolving Commitment Amount and Term Loan Commitment Amount, collectively, an early termination fee in an amount equal to (x) two percent (2.00%) of the Maximum Loan Amount if the Early Termination Date occurs on or after the Closing Date to and including the date of the first anniversary of the Closing Date, (y) one percent (1.00%) of the Maximum Loan Amount if the Early Termination Date occurs after the first anniversary of the Closing Date to and including the date of the second anniversary of the Closing Date, and (z) zero percent (0%) of the Maximum Loan Amount if the Early Termination Date occurs after the second anniversary of the Closing Date.

13.2 Termination. The termination of the Agreement shall not affect Agent’s or any Lender’s rights, or any of the Obligations having their inception prior to the effective date of such termination or any Obligations which pursuant to the terms hereof continue to accrue after such date, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created and Obligations have been fully and indefeasibly paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers’ Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of each Borrower have been indefeasibly paid and performed in full after the termination of this Agreement or each Borrower has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders with respect thereto. Accordingly, each Borrower waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Borrower, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are indefeasibly paid and performed in full.

XIV. REGARDING AGENT.

14.1 Appointment. Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the Other Documents. Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in Sections 2.8(b) and 3.4 and in the Fee Letter), charges and collections received pursuant to this Agreement, for the ratable benefit of Lenders. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Note) Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Required Lenders, and such instructions shall be binding; provided, however, that Agent shall not be required to take any action which, in Agent’s discretion, exposes Agent to liability or which is contrary to this Agreement or the Other Documents or Applicable Law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.

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14.2 Nature of Duties. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any Borrower or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of any Borrower to perform its obligations hereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of any Borrower. The duties of Agent as respects the Advances to Borrowers shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or the transactions described herein except as expressly set forth herein.

14.3 Lack of Reliance on Agent. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Borrower and each Guarantor in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Borrower and each Guarantor. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower or any Guarantor, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the financial condition or prospects of any Borrower, or the existence of any Event of Default or any Default.

14.4 Resignation of Agent; Successor Agent. Agent may resign on sixty (60) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly designate a successor Agent reasonably satisfactory to Borrowers (provided that no such approval by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Any

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such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Aircraft Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

14.5 Certain Rights of Agent. If Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of Required Lenders.

14.6 Reliance. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, email, facsimile, telex, teletype or telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder, upon advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.

14.7 Notice of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Other Documents, unless Agent has received notice from a Lender or Borrowing Agent referring to this Agreement or the Other Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof

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to Lenders. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders.

14.8 Indemnification. To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

14.9 Agent in its Individual Capacity. With respect to the obligation of Agent to lend under this Agreement, the Advances made by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent specified herein; and the term “Lender” or any similar term shall, unless the context clearly otherwise indicates, include Agent in its individual capacity as a Lender. Agent may engage in business with any Borrower as if it were not performing the duties specified herein, and may accept fees and other consideration from any Borrower for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

14.10 Delivery of Documents. To the extent Agent receives financial statements required under Sections 9.7, 9.8, 9.9, 9.12 and 9.13 or Borrowing Base Certificates from any Borrower pursuant to the terms of this Agreement which any Borrower is not obligated to deliver to each Lender, Agent will promptly furnish such documents and information to Lenders.

14.11 Borrowers’ Undertaking to Agent. Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

14.12 No Reliance on Agent’s Customer Identification Program. To the extent the Advances or this Agreement is, or becomes, syndicated in cooperation with other Lenders, each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the

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USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of Borrowers, their Affiliates or their agents, the Other Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such Anti-Terrorism Laws.

14.13 Other Agreements. Each of the Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any amounts owing by such Lender to any Borrower or any deposit accounts of any Borrower now or hereafter maintained with such Lender. Anything in this Agreement to the contrary notwithstanding, each of the Lenders further agrees that it shall not, unless specifically requested to do so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents shall be taken in concert and at the direction or with the consent of Agent or Required Lenders.

14.14 Erroneous Payments.

(a) If the Agent notifies a Lender, Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or Secured Party (any such Lender, Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuer, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided that, without limiting any other rights or remedies (whether at law or in equity), the Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within ninety (90) days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender, Issuer or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of the Effective Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice from the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

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(b) Without limiting immediately preceding clause (a), each Lender, Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or Secured Party hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in an amount different than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such, prepayment or repayment (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, Issuer or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) In the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender, Issuer or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 14.14(b).

(c) Each Lender, Issuer or Secured Party hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuer or Secured Party under any Other Document, or otherwise payable or distributable by the Agent to such Lender, Issuer or Secured Party from any source, against any amount due to the Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (a), from any Lender or Issuer that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender or Issuer at any time, (i) such Lender or Issuer shall be deemed to have assigned its loans (but not its commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Loans”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the loans (but not commitments) of the Erroneous Payment Impacted Loans, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Borrowers) deemed to execute and deliver an assignment and assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuer shall deliver any Notes evidencing such loans to the Borrowers or the Agent, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the

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assigning Lender or assigning Issuer shall cease to be a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable commitments which shall survive as to such assigning Lender or assigning Issuer and (iv) the Agent may reflect in the Register its ownership interest in the loans subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuer shall be reduced by the net proceeds of the sale of such loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender or Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the commitments of any Lender or Issuer and such commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold a loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuer or Secured Party under the Other Documents with respect to such Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the Borrowers or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation, waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations under this Section 14.14 shall survive the resignation or replacement of the Agent, the termination of all of the commitments and/or repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Other Document.

XV. BORROWING AGENCY.

15.1 Borrowing Agency Provisions.

(a) Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity, whether verbally, in writing or through electronic methods (including, without limitation, an Approved Electronic Communication) to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice,

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writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name such Borrower or Borrowers, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.

(b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Neither Agent nor any Lender shall incur liability to Borrowers as a result thereof. To induce Agent and Lenders to do so and in consideration thereof, each Borrower hereby indemnifies Agent and each Lender and holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to this Section 15.1 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

(c) All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Agent or any Lender to any Borrower, failure of Agent or any Lender to give any Borrower notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against any Borrower, the release by Agent or any Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any Lender to the other Borrowers or any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses.

15.2 Waiver of Subrogation. Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or any other Person directly or contingently liable for the Obligations hereunder, or against or with respect to any other Borrowers’ property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until termination of this Agreement and repayment in full of the Obligations.

15.3 Common Enterprise. The successful operation and condition of each of the Borrowers is dependent on the continued successful performance of the functions of the group of Borrowers as a whole and the successful operation of each Borrower is dependent on the successful performance and operation of each other Borrower. Each of the Borrowers expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from successful operations of the Borrowers. Each Borrower expects to derive benefit (and the boards of directors or other governing body of each such Borrower have determined that it may reasonably be expected to derive benefit), directly

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and indirectly, from the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Borrower has determined that execution, delivery, and performance of this Agreement and any Other Documents to be executed by such Borrower is within its corporate purpose, will be of direct and indirect benefit to such Borrower, and is in its best interest.

XVI. MISCELLANEOUS.

16.1 Governing Law. This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York. Any judicial proceeding brought by or against any Borrower with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Agreement, each Borrower accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Borrower hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 16.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Agent’s option, by service upon Borrowing Agent which each Borrower irrevocably appoints as such Borrower’s Agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against any Borrower in the courts of any other jurisdiction. Each Borrower waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Borrower waives the right to remove any judicial proceeding brought against such Borrower in any state court to any federal court. Any judicial proceeding by any Borrower against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of New York, State of New York.

16.2 Entire Understanding.

(a) THIS AGREEMENT AND THE DOCUMENTS EXECUTED CONCURRENTLY HEREWITH CONTAIN THE ENTIRE UNDERSTANDING BETWEEN EACH BORROWER, AGENT AND EACH LENDER AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. ANY PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED AND HEREINAFTER MADE SHALL HAVE NO FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY EACH BORROWER’S, AGENT’S AND EACH LENDER’S RESPECTIVE OFFICERS. Neither this Agreement nor any

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portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged. Notwithstanding the foregoing, Agent may modify this Agreement or any of the Other Documents for the purposes of completing missing content or correcting erroneous content of an administrative nature, without the need for a written amendment, provided that the Agent shall send a copy of any such modification to the Borrowers and each Lender (which copy may be provided by electronic mail). Each Borrower acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.

(b) Subject to the Agreement Among Lenders, Required Lenders, Agent with the consent in writing of Required Lenders, and Borrowers may, subject to the provisions of this Section 16.2(b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents executed by Borrowers, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Borrowers thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, no such supplemental agreement shall:

(i) except in connection with any increase pursuant to Section 2.24 hereof, increase the Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, or the maximum dollar amount of the Revolving Commitment Amount or the Term Loan Commitment Amount, as applicable, of any Lender without the consent of such Lender directly affected thereby;

(ii) whether or not any Advances are outstanding, extend the Term or the time for payment of principal or interest of any Advance (excluding the due date of any mandatory prepayment of an Advance), or any fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Advances or reduce any fee payable to any Lender, without the consent of each Lender directly affected thereby (except that Required Lenders may elect to waive or rescind any imposition of the Default Rate under Section 3.1 or of default rates of Letter of Credit fees under Section 3.2 (unless imposed by Agent));

(iii) alter, amend or modify the provisions of Section 2.20 or the definition of the term “Order of Aircraft Proceeds Application” without the consent of all Lenders;

(iv) alter the definition of the term Required Lenders or alter, amend or modify this Section 16.2(b) without the consent of all Lenders;

(v) alter, amend or modify the provisions of Section 11.5 without the consent of all Lenders;

(vi) [reserved];

(vii) change the rights and duties of Agent without the consent of all Lenders;

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(viii) subject to clause (e) below, permit any Revolving Advance to be made if after giving effect thereto the total of Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (60) consecutive Business Days or exceed one hundred and ten percent (110%) of the Formula Amount without the consent of all Lenders holding a Revolving Commitment;

(ix) increase the Advance Rates above the Advance Rates in effect on the ClosingSecond Amendment Date without the consent of all Lenders holding a Revolving Commitment; or

(x) release any Guarantor or Borrower without the consent of all Lenders.

(c) Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrowers, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon.

(d) In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and such consent is denied, then Agent may, at its option, require such Lender to assign its interest in the Advances to Agent or to another Lender or to any other Person designated by Agent (the “Designated Lender”), for a price equal to (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event Agent elects to require any Lender to assign its interest to Agent or to the Designated Lender, Agent will so notify such Lender in writing within forty five (45) days following such Lender’s denial, and such Lender will assign its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, Agent or the Designated Lender, as appropriate, and Agent.

(e) Notwithstanding (i) the existence of a Default or an Event of Default, (ii) that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, Agent may at its discretion and without the consent of any Lender, voluntarily permit the outstanding Revolving Advances at any time to exceed the Formula Amount by up to ten percent (10%) of the Formula Amount for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”). If Agent is willing in its sole and absolute discretion to permit such Out-of-Formula Loans, Lenders holding the Revolving Commitments shall be obligated to fund such Out-of-Formula Loans in accordance with their respective Revolving Commitment Percentages, and such Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate for Revolving Advances consisting of Domestic Rate Loans; provided that, if Agent does permit Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a) nor shall any Lender be obligated to fund Revolving Advances in excess of its Revolving

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Commitment Amount. For purposes of this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be either “Eligible Receivables”, as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence. To the extent any Out-of-Formula Loans are not actually funded by the other Lenders as provided for in this Section 16.2(e), Agent may elect in its discretion to fund such Out-of-Formula Loans and any such Out-of-Formula Loans so funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

(f) In addition to (and not in substitution of) the discretionary Revolving Advances permitted above in this Section 16.2, Agent is hereby authorized by Borrowers and Lenders, at any time in Agent’s sole discretion, regardless of (i) the existence of a Default or an Event of Default, (ii) whether any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, to make Revolving Advances (“Protective Advances”) to Borrowers on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement (the “Protective Advances”). Lenders holding the Revolving Commitments shall be obligated to fund such Protective Advances and effect a settlement with Agent therefor upon demand of Agent in accordance with their respective Revolving Commitment Percentages. To the extent any Protective Advances are not actually funded by the other Lenders as provided for in this Section 16.2(f), any such Protective Advances funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

16.3 Successors and Assigns; Participations; New Lenders.

(a) This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, each Lender, all future holders of the Obligations and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights or obligations under this Agreement (including, in each case, by way of an LLC Division) without the prior written consent of Agent and each Lender.

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(b) Each Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Advances to other Persons (each such transferee or purchaser of a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that (i) Borrowers shall not be required to pay to any Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder unless the sale of the participation to such Participant is made with Borrower’s prior written consent, and (ii) in no event shall Borrowers be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Participant as security for the Participant’s interest in the Advances.

(c) Any Lender, with the consent of Agent, may sell, assign or transfer all or any part of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to one or more additional Persons and one or more additional Persons may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of not less than $5,000,000, pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording , provided, however, that 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 with respect to each of the Revolving Advances and/or Term Loans under this Agreement in which such Lender has an interest. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Each Borrower hereby consents to the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing; provided, however, that the consent of Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Permitted Assignee.

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(d) Any Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may directly or indirectly sell, assign or transfer all or any portion of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that (i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender, each a “Transferee” and collectively the “Transferees”), pursuant to a Commitment Transfer Supplement modified as appropriate to reflect the interest being assigned (“Modified Commitment Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender, and Agent as appropriate and delivered to Agent for recording. Upon such execution and delivery, from and after the transfer effective date determined pursuant to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder shall be a party hereto and, to the extent provided in such Modified Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment Transfer Supplement, be released from its obligations under this Agreement, the Modified Commitment Transfer Supplement creating a novation for that purpose. Such Modified Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing CLO. Each Borrower hereby consents to the addition of such Purchasing CLO. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing; provided, however, that the consent of Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Permitted Assignee.

(e) Agent shall maintain at its address a copy of each Commitment Transfer Supplement and Modified Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Lender and the outstanding principal, accrued and unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, Agent and Lenders shall treat each Person whose name is recorded in the Register as the owner of the Advance recorded therein for the purposes of this Agreement; provided that no Lender shall have any obligation to disclose all or any portion of the Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The Register shall be available for inspection by Borrowing Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a fee in the amount of $3,500 payable by the applicable Purchasing Lender and/or Purchasing CLO upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO.

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(f) Each Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of such Borrower.

(g) Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time and from time to 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 any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

16.4 Application of Payments. Agent shall have the continuing and exclusive right to apply or reverse and re-apply any payment and any and all proceeds of Collateral to any portion of the Obligations. To the extent that any Borrower makes a payment or Agent or any Lender receives any payment or proceeds of the Collateral for any Borrower’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent or such Lender.

16.5 Indemnity. Each Borrower shall defend, protect, indemnify, pay and save harmless Agent, Issuer, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents (each an “Indemnified Party”) for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel (including allocated costs of internal counsel)) (collectively, “Claims”) which may be imposed on, incurred by, or asserted against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect, of: (i) this Agreement, the Other Documents, the Advances and other Obligations and/or the transactions contemplated hereby including the Transactions, (ii) any action or failure to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with and/or relating to the negotiation, execution, delivery or administration of the Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions contemplated hereby including the Transactions, (iii) any Borrower’s or any Guarantor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Other Documents, (iv) the enforcement of any of the rights and remedies of Agent, Issuer or any Lender under the Agreement and the Other Documents, (v) any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, and (vi) any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality, any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto (all the

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foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith (solely in the case of such Indemnified Party that is a Lender or its Affiliates, director, officer, employee agent, trustee or investment advisor) or willful misconduct of such Indemnified Party. Without limiting the generality of any of the foregoing, each Borrower shall defend, protect, indemnify, pay and save harmless each Indemnified Party from (x) any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and (y) any Claims imposed on, incurred by, or asserted against any Indemnified Party under any Environmental Laws with respect to or in connection with any Hazardous Discharge or presence of any Hazardous Materials on, in, from or under the Real Property, including any Claims consisting of or relating to the imposition or assertion of any Lien on any of the Real Property under any Environmental Laws, except to the extent such Claim is attributable to any Hazardous Discharge or presence resulting from gross negligence, willful misconduct or actions on the part of Agent or any Lender. Borrowers’ obligations under this Section 16.5 shall arise upon the discovery of the presence of any Hazardous Materials at the Real Property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials, in each such case except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

16.6 Notice. Any notice or request hereunder may be given to Borrowing Agent or any Borrower or to Agent or any Lender at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 16.6 only, a “Notice”) to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a website to which Borrowers are directed (an “Internet Posting”) if Notice of such Internet Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 16.6) in accordance with this Section 16.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 16.6 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 16.6. Any Notice shall be effective:

(a) In the case of hand-delivery, when delivered;

(b) If given by mail, four (4) days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(c) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, an Internet Posting or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business Day);

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(d) In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(e) In the case of electronic transmission, when actually received;

(f) In the case of an Internet Posting, upon delivery of a Notice of such posting (including the information necessary to access such site) by another means set forth in this Section 16.6; and

(g) If given by any other means (including by overnight courier), when actually received.

Any Lender giving a Notice to Borrowing Agent or any Borrower shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Lenders of its receipt of such Notice.

(A) If to Agent or PNC at:

PNC Bank, National Association

2100 Ross Avenue, Suite 1850

Dallas, Texas 75201

Attention:  Relationship Manager (PHI Group)

Telephone: (214) 871-1268

Facsimile:  (214) 871-2015

with a copy to:

PNC Bank, National Association

PNC Agency Services

PNC Firstside Center

500 First Avenue (Mailstop: P7-PFSC-04-1)

Pittsburgh, Pennsylvania 15219

Attention: Lori Killmeyer

Telephone: (412) 807-7002

Facsimile: (412) 762-8672

with an additional copy to:

Holland & Knight LLP

200 Crescent CourtOne Arts Plaza

1722 Routh Street

Suite 16001500

Dallas, TexasTX 75201

Attention: Michelle W. Suarez

Telephone: (214) 964-9500

Facsimile: (214) 964-9501

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(B) If to a Lender other than Agent, as specified on its Administrative Questionnaire

(C) If to Borrowing Agent or any Borrower:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA

Attention: Chris Mascarenhas, Treasurer

Telephone: (337) 235-2452

with a copy to:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA

Attention: Jason Whitley, Chief Financial Officer

Telephone: (337) 272-4396

with an additional copy to:

Milbank LLP

55 Hudson Yards

New York, NY 10001

Attention: Al Pisa

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

16.7 Survival. The obligations of Borrowers under Sections 2.2(f), 2.2(g), 2.2(h), 3.7, 3.8, 3.9, 3.10, 16.5 and 16.9 and the obligations of Lenders under Sections 2.2, 2.15(b), 2.16, 2.18, 2.19, 14.8 and 16.5, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.

16.8 Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

16.9 Expenses. Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of one primary counsel for Agent, one FAA counsel for Agent and one additional local counsel in each applicable jurisdiction for Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and

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administration of this Agreement and the Other 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), (ii) all reasonable and documented out-of-pocket expenses incurred by Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by Agent, any Lender or Issuer (including the reasonable fees, charges and disbursements of any counsel for Agent, any Lender or Issuer), and shall pay all fees and time charges for attorneys who may be employees of Agent, any Lender or Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Other Documents, including its rights under this Section, or (B) in connection with the Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of Agent’s regular employees and agents engaged periodically to perform audits of the any Borrower’s or any Borrower’s Affiliate’s or Subsidiary’s books, records and business properties.

16.10 Injunctive Relief. Each Borrower recognizes that, in the event any Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Lenders; therefor, Agent, if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

16.11 Consequential Damages. Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to any Borrower, or any Guarantor (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement or any Other Document.

16.12 Captions. The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

16.13 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto.

16.14 Construction. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.

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16.15 Confidentiality; Sharing Information. Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, financing sources, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Borrower hereby authorizes each Lender to share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement. Notwithstanding any non-disclosure agreement or similar document executed by Agent in favor of any Borrower or any of any Borrower’s affiliates, the provisions of this Agreement shall supersede such agreements.

16.16 Publicity. Each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered into among Borrowers, Agent and Lenders, including announcements which are commonly known as tombstones, in such publications and to such selected parties as Agent shall deem appropriate and subject to the Borrowing Agent’s consent (not to be unreasonably withheld).

16.17 Certifications From Banks and Participants; USA PATRIOT Act.

(a) Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act.

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(b) The USA PATRIOT Act requires all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, any Lender may from time to time request, and each Borrower shall provide to such Lender, such Borrower’s name, address, tax identification number and/or such other identifying information as shall be necessary for such Lender to comply with the USA PATRIOT Act and any other Anti-Terrorism Law.

16.18 Reserved.

16.19 Concerning Joint and Several Liability of Borrowers.

(a) Each of Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of Borrowers and in consideration of the undertakings of each of Borrowers to accept joint and several liability for the obligations of each of them.

(b) Each of Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of Borrowers without preferences or distinction among them.

(c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation.

(d) The obligations of each Borrower under the provisions of this Section 16.19 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

(e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advance made under this Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Agreement (except as otherwise provided herein), notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release,

170

[PHI Group] Revolving Credit, Term Loan and Security Agreement

in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the provisions of this Section 16.19, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 16.19, it being the intention of each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section 16.19 shall not be discharged except by performance and then only to the extent of such performance or except as otherwise agreed in writing in accordance with Section 16.2. The Obligations of each Borrower under this Section 16.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any Lender.

(f) The provisions of this Section 16.19 are made for the benefit of the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against any of the other Borrowers or to exhaust any remedies available to it against any of the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 16.19 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this Section 16.19 will forthwith be reinstated in effect, as though such payment had not been made.

(g) Notwithstanding any provision to the contrary contained herein or in any other of the Other Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under Applicable Law (whether federal or state and including, without limitation, any federal or state bankruptcy laws).

(h) Borrowers hereby agree, as among themselves, that if any Borrower shall become an Excess Funding Borrower (as defined below), each other Borrower shall, on demand of such Excess Funding Borrower (but subject to the next sentence hereof and to subsection (B) below), pay to such Excess Funding Borrower an amount equal to such Borrower’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, assets, liabilities and debts of such Excess Funding Borrower) of such Excess Payment (as defined below). The payment obligation of any Borrower to any Excess Funding Borrower under this Section 16.19(h) shall be subordinate and subject in right of payment to the prior payment in full of the Obligations of such Borrower under the other provisions of this Agreement, and such Excess Funding Borrower shall not exercise any right or remedy with respect to such excess until payment

171

[PHI Group] Revolving Credit, Term Loan and Security Agreement

and satisfaction in full of all of such Obligations. For purposes hereof, (i) “Excess Funding Borrower” shall mean, in respect of any Obligations arising under the other provisions of this Agreement (hereafter, the “Joint Obligations”), a Borrower that has paid an amount in excess of its Pro Rata Share of the Joint Obligations; (ii) “Excess Payment” shall mean, in respect of any Joint Obligations, the amount paid by an Excess Funding Borrower in excess of its Pro Rata Share of such Joint Obligations; and (iii) “Pro Rata Share”, for the purposes of this Section 16.19(h), shall mean, for any Borrower, the ratio (expressed as a percentage) of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Borrower (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Borrower hereunder) to (B) the amount by which the aggregate present fair salable value of all assets and other properties of such Borrower and all of the other Borrowers exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Borrower and the other Borrowers hereunder) of such Borrower and all of the other Borrowers, all as of the Closing Date (if any Borrower becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 16.19(h) such subsequent Borrower shall be deemed to have been a Borrower as of the Closing Date and the information pertaining to, and only pertaining to, such Borrower as of the date such Borrower became a Borrower shall be deemed true as of the Closing Date) notwithstanding the payment obligations imposed on Borrowers in this Section, the failure of a Borrower to make any payment to an Excess Funding Borrower as required under this Section shall not constitute an Event of Default.

16.20 Effectiveness of Facsimile Documents and Signatures. This Agreement or the Other Documents may be transmitted and signed and delivered by facsimile or other electronic means. The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall be binding on all Borrowers. Notwithstanding the foregoing, Agent shall have the right to require the Borrowers deliver to Agent manually signed originals of this Agreement and the Other Documents.

[Remainder of page intentionally left blank]

172

[PHI Group] Revolving Credit, Term Loan and Security Agreement

Each of the parties has signed this Agreement as of the day and year first above written.

BORROWERS:

PHI GROUP, INC.

By:

Name:

Title:

PHI CORPORATE, LLC

By:

Name:

Title:

PHI AVIATION, LLC

By:

Name:

Title:

PHI HEALTH, LLC

By:

Name:

Title:

PHI TECH SERVICES, LLC

By:

Name:

Title:

AM EQUITY HOLDINGS, L.L.C.

By:

Name:

Title:

Signature Page to Revolving Credit, Term Loan and Security Agreement

PHI HELIPASS, L.L.C.
By:
Name:
Title:

2

[PHI Group] Revolving Credit, Term Loan and Security Agreement

AGENT:

PNC BANK, NATIONAL ASSOCIATION,

as Lender and as Agent

By:

Name:

Title:

Revolving Commitment Percentage: 100%

Revolving Commitment Amount: $55,000,000

Term Loan Commitment Percentage: 57.142857%

Term Loan Commitment Amount: $20,000,000

Signature Page to Revolving Credit, Term Loan and Security Agreement

OTHER LENDERS:

TEXAS EXCHANGE BANK,

as Lender

By:

Name:

Title:

Term Loan Commitment Percentage: 42.857143%

Term Loan Commitment Amount: $15,000,000

[Signature pages intentionally omitted]

Signature Page to Revolving Credit, Term Loan and Security Agreement

EX-10.6

Exhibit 10.6

Execution Version

REVOLVING CREDIT, TERM LOAN

AND

SECURITY AGREEMENT

AMONG

PHI HEALTH, LLC,

(BORROWER),

AND

THE GUARANTORS AND OTHER BORROWERS PARTY HERETO FROM TIME TO

TIME

AND

PNC BANK, NATIONAL ASSOCIATION

(AS LENDER AND AS AGENT),

AND

THE FINANCIAL INSTITUTIONS

FROM TIME TO TIME PARTY HERETO

(AS LENDERS)

WITH

PNC CAPITAL MARKETS, LLC

(AS LEAD ARRANGER AND BOOKRUNNER)

Dated as of September 19, 2023

TABLE OF CONTENTS

		Page
I.   DEFINITIONS			1
1.1	Accounting Terms		1
1.2	General Terms		2
1.3	Uniform Commercial Code Terms		62
1.4	Certain Matters of Construction		62
1.5	Term SOFR Notification		63
1.6	Conforming Changes Relating to Term SOFR Rate		63
II. ADVANCES, PAYMENTS			63
2.1	Revolving Advances		63
2.2	Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances		65
2.3	Term Loan		67
2.4	Swing Loans		68
2.5	Disbursement of Advance Proceeds		69
2.6	Making and Settlement of Advances		69
2.7	Maximum Advances		71
2.8	Manner and Repayment of Advances		72
2.9	Repayment of Excess Advances		73
2.10	Statement of Account		73
2.11	Letters of Credit		73
2.12	Issuance of Letters of Credit		74
2.13	Requirements For Issuance of Letters of Credit		74
2.14	Disbursements, Reimbursement		75
2.15	Repayment of Participation Advances		76
2.16	Documentation		77
2.17	Determination to Honor Drawing Request		77
2.18	Nature of Participation and Reimbursement Obligations		77
2.19	Liability for Acts and Omissions		79
2.20	Mandatory Prepayments		80
2.21	Use of Proceeds		82
2.22	Defaulting Lender		83
2.23	Payment of Obligations		85
2.24	Increase in Maximum Revolving Advance Amount		86
III.  INTEREST AND FEES			88
3.1	Interest		88
3.2	Letter of Credit Fees		88
3.3	Facility Fee		90
3.4	Collateral Evaluation Fee and Fee Letter		90
3.5	Computation of Interest and Fees		91
3.6	Maximum Charges		91
3.7	Increased Costs		91

i

3.8	Alternate Rate of Interest	92
3.9	Capital Adequacy	97
3.10	Taxes	98
3.11	Replacement of Lenders	100
IV.  COLLATERAL: GENERAL TERMS		101
4.1	Security Interest in the Collateral	101
4.2	Perfection of Security Interest	102
4.3	Preservation of Collateral	102
4.4	Ownership and Location of Collateral	103
4.5	Defense of Agent’s and Lenders’ Interests	103
4.6	Inspection of Premises	104
4.7	Appraisals	104
4.8	Receivables; Deposit Accounts and Securities Accounts	104
4.9	Inventory	108
4.10	Maintenance of Equipment	109
4.11	Exculpation of Liability	109
4.12	Financing Statements	109
4.13	State of Registration, Ownership and Perfection Requirements of Aircraft Collateral	109
4.14	Investment Property	111
4.15	Automatic Release	112
V. REPRESENTATIONS AND WARRANTIES		113
5.1	Authority	113
5.2	Formation and Qualification; Investment Property	113
5.3	Survival of Representations and Warranties	114
5.4	Tax Returns	114
5.5	Financial Statements	114
5.6	Entity Names	115
5.7	Environmental Compliance; Flood Insurance	115
5.8	Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance	116
5.9	Patents, Trademarks, Copyrights and Licenses	116
5.10	Licenses and Permits	117
5.11	Default of Indebtedness	117
5.12	No Default	117
5.13	No Burdensome Restrictions	117
5.14	No Labor Disputes	117
5.15	Margin Regulations	117
5.16	Investment Company Act	117
5.17	Disclosure	117
5.18	[Reserved]	117
5.19	[Reserved]	118
5.20	Swaps	118
5.21	Business and Property of Specified Loan Parties	118
5.22	Ineligible Securities	118

ii

5.23	Federal Securities Laws	118
5.24	Equity Interests	118
5.25	Commercial Tort Claims	118
5.26	Letter of Credit Rights	118
5.27	[Reserved]	118
5.28	Certificate of Beneficial Ownership	119
5.29	Healthcare Authorizations	119
5.30	HIPAA Compliance	119
5.31	Reimbursement; Third Party Payors	119
5.32	Other Healthcare Regulatory Matters	119
5.33	Compliance with Healthcare Laws	120
5.34	Information with Respect to Certain Aircraft	120
5.35	Sanctions and other Anti-Terrorism Laws	120
5.36	Anti-Corruption Laws	121
VI.  AFFIRMATIVE COVENANTS		121
6.1	Compliance with Laws	121
6.2	Conduct of Business and Maintenance of Existence and Assets	121
6.3	Books and Records	121
6.4	Payment of Taxes	121
6.5	Financial Covenants	122
6.6	Insurance	123
6.7	Payment of Indebtedness and Leasehold Obligations	125
6.8	Environmental Matters	126
6.9	Standards of Financial Statements	126
6.10	Federal Securities Laws	126
6.11	Execution of Supplemental Instruments	126
6.12	H	126
6.13	Government Receivables	127
6.14	[Reserved]	127
6.15	Keepwell	127
6.16	Certificate of Beneficial Ownership and Other Additional Information	127
6.17	Medicare Accelerated Payment Covenants	128
6.18	Post-Closing Obligations	128
6.19	After-Acquired Aircraft Collateral	128
6.20	Aircraft Collateral Information	128
6.21	Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws	129
VII.  NEGATIVE COVENANTS		129
7.1	Merger, Consolidation, Acquisition and Sale of Assets	130
7.2	Creation of Liens	132
7.3	Guarantees	132
7.4	Investments	132
7.5	Loans	132
7.6	[Reserved]	132
7.7	Restricted Payments	132
7.8	Indebtedness	134

iii

7.9	Nature of Business	134
7.10	Transactions with Affiliates	135
7.11	Healthcare Matters	135
7.12	Subsidiaries	135
7.13	Fiscal Year and Accounting Changes	136
7.14	Pledge of Credit	136
7.15	Amendment of Organizational Documents	136
7.16	Compliance with ERISA	136
7.17	Prepayment of Indebtedness	136
7.18	State of Registration; Aircraft Collateral Owner	137
7.19	Government Lockbox Instructions	137
7.20	Membership / Partnership Interests	137
7.21	Sanctions and other Anti-Terrorism Laws	137
7.22	Anti-Corruption Laws	137
VIII.CONDITIONS PRECEDENT		137
8.1	Conditions to Initial Advances	137
8.2	Conditions to Each Advance	141
IX.  INFORMATION AS TO LOAN PARTIES		141
9.1	Disclosure of Material Matters	141
9.2	Schedules	142
9.3	Environmental Reports	142
9.4	Litigation	142
9.5	Material Occurrences	143
9.6	[Reserved]	143
9.7	Annual Financial Statements	143
9.8	Quarterly Financial Statements	143
9.9	Monthly Financial Statements	144
9.10	Other Reports	144
9.11	Additional Information	144
9.12	Projected Operating Budget	144
9.13	Variances From Operating Budget	145
9.14	Notice of Suits, Adverse Events	145
9.15	ERISA Notices and Requests	145
9.16	Healthcare Matters	145
9.17	Additional Documents	146
9.18	Updates to Certain Schedules	146
9.19	Financial Disclosure	146
X. EVENTS OF DEFAULT		147
10.1	Nonpayment	147
10.2	Breach of Representation	147
10.3	Financial Information	147
10.4	Judicial Actions	147
10.5	Noncompliance	147
10.6	Judgments	147

iv

10.7	Bankruptcy	148
10.8	Material Adverse Effect	148
10.9	Lien Priority	148
10.10	Exclusion Event	148
10.11	Cross Default	148
10.12	Breach of Guaranty or Security Agreement	148
10.13	Change of Control	149
10.14	Invalidity	149
10.15	Seizures	149
10.16	Pension Plans	149
10.17	Anti-Money Laundering/International Trade Law Compliance	149
XI.  LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT		149
11.1	Rights and Remedies	149
11.2	Agent’s Discretion	151
11.3	Setoff	151
11.4	Rights and Remedies not Exclusive	151
11.5	Allocation of Payments After Event of Default	151
XII. WAIVERS AND JUDICIAL PROCEEDINGS		153
12.1	Waiver of Notice	153
12.2	Delay	153
12.3	Jury Waiver	153
XIII.EFFECTIVE DATE AND TERMINATION		153
13.1	Term	153
13.2	Termination	153
XIV.REGARDING AGENT		154
14.1	Appointment	154
14.2	Nature of Duties	154
14.3	Lack of Reliance on Agent	155
14.4	Resignation of Agent; Successor Agent	155
14.5	Certain Rights of Agent	156
14.6	Reliance	156
14.7	Notice of Default	156
14.8	Indemnification	156
14.9	Agent in its Individual Capacity	157
14.10	Delivery of Documents	157
14.11	Borrowers’ Undertaking to Agent	157
14.12	No Reliance on Agent’s Customer Identification Program	157
14.13	Other Agreements	157
14.14	Erroneous Payments	158
XV.  BORROWING AGENCY		160
15.1	Borrowing Agency Provisions	160
15.2	Waiver of Subrogation	161

v

15.3	Common Enterprise	161
XVI.GUARANTY		161
16.1	Unconditional Guaranty	161
16.2	Covered Taxes	162
16.3	Waivers of Notice, Demand, etc.	162
16.4	No Invalidity, Irregularity, etc.	162
16.5	Independent Liability	162
16.6	Indemnity	163
16.7	Liability Absolute	163
16.8	Action by Agent Without Notice	164
16.9	Application of Proceeds	164
16.10	Continuing Effectiveness	164
16.11	Enforcement	165
16.12	Statute of Limitations	166
16.13	Interest	166
16.14	Currency Conversion	166
16.15	Acknowledgment	167
16.16	Continuing Effectiveness	167
16.17	Australian Guarantors	167
16.18	Discharge of Guaranty Upon Sale of Guarantor; Separation Date	167
XVII.MISCELLANEOUS		167
17.1	Governing Law	167
17.2	Entire Understanding	168
17.3	Successors and Assigns; Participations; New Lenders	171
17.4	Application of Payments	174
17.5	Indemnity	174
17.6	Notice	175
17.7	Survival	177
17.8	Severability	177
17.9	Expenses	177
17.10	Injunctive Relief	178
17.11	Consequential Damages	178
17.12	Captions	178
17.13	Counterparts; Facsimile Signatures	178
17.14	Construction	178
17.15	Confidentiality; Sharing Information	179
17.16	Publicity	179
17.17	Certifications From Banks and Participants; USA PATRIOT Act	179
17.18	[Reserved]	180
17.19	Concerning Joint and Several Liability of Borrowers	180
17.20	Effectiveness of Facsimile Documents and Signatures	182

vi

LIST OF EXHIBITS AND SCHEDULES

Exhibits

Exhibit 1.2	Borrowing Base Certificate
Exhibit 1.2(a)	Compliance Certificate
Exhibit 2.1(a)	Revolving Credit Note
Exhibit 2.3	Term Note
Exhibit 2.4(a)	Swing Loan Note
Exhibit 5.5(b)	Financial Projections
Exhibit 8.1(g)	Financial Condition Certificate
Exhibit 9.2	Aircraft Collateral Certificate
Exhibit 17.3	Commitment Transfer Supplement

Schedules

Schedule 1.2(a)	Permitted Encumbrances
Schedule 1.2(b)	Material Real Property
Schedule 1.2(c)	Commitment Amounts and Commitment Percentages
Schedule 1.2(d)	Medicare Accelerated Payments
Schedule 4.4	Equipment and Inventory Locations; Place of Business, Chief Executive Office, Real Property
Schedule 4.8(h)	Deposit, Investment and Government Lockbox Accounts
Schedule 4.8(i)	Lockbox Bank
Schedule 5.1	Consents
Schedule 5.2(a)	States of Qualification and Good Standing
Schedule 5.2(b)	Subsidiaries
Schedule 5.4	Federal Tax Identification Number
Schedule 5.6	Prior Names
Schedule 5.7	Environmental
Schedule 5.8(b)(i)	Litigation
Schedule 5.8(b)(ii)	Indebtedness
Schedule 5.8(d)	Plans
Schedule 5.9	Intellectual Property, Source Code Escrow Agreements
Schedule 5.10	Licenses and Permits
Schedule 5.14	Labor Disputes
Schedule 5.23	Registered Securities
Schedule 5.24	Equity Interests
Schedule 5.25	Commercial Tort Claims
Schedule 5.26	Letter of Credit Rights
Schedule 5.32	Other Healthcare Regulatory Matters
Schedule 5.33	Federal Health Care Program Exclusions
Schedule 6.18	Post-Closing Obligations
Schedule 7.3	Guarantees
Schedule 7.4	Investments
Schedule 7.12	Partnerships, Joint Ventures or Similar Arrangements

vii

REVOLVING CREDIT, TERM LOAN

AND

SECURITY AGREEMENT

Revolving Credit, Term Loan and Security Agreement dated as of September 19, 2023 among PHI HEALTH, LLC, a Louisiana limited liability company (“PHI Health”; and together with each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the Guarantors which are now or which hereafter become a party hereto, the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

RECITALS

WHEREAS, PHI Health, PHI Group, PHI Corporate, PHI Aviation, LLC, a Louisiana limited liability company (“PHI Aviation”), PHI Tech Services, LLC, a Louisiana limited liability company (“PHI Tech Services”), AM Equity Holdings, L.L.C., a Louisiana limited liability company (“AM Equity Holdings”), PHI Helipass, L.L.C., a Louisiana limited liability company (“PHI Helipass”), Agent and certain financial institutions party thereto as lenders are parties to that certain Revolving Credit, Term Loan and Security Agreement, dated October 2, 2020, as amended or otherwise modified by that certain First Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of November 9, 2021, and that certain Second Amendment and Waiver to Revolving Credit, Term Loan and Security Agreement, dated as of April 7, 2022 (as so amended or otherwise modified prior to the date hereof, the “Original Credit Agreement”); and

WHEREAS, the Borrowers have requested that the Lenders (a) make available up to $20,000,000 of Term Loans on the Closing Date, the proceeds of which, together with the proceeds of the loans made available at closing to the “Borrowers” under the O&G Credit Agreement, shall repay in full the outstanding obligations under the Original Credit Agreement and (b) establish such other extensions of credit contemplated hereby, including the Revolving Commitments.

NOW THEREFORE, in consideration of the mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows:

I. DEFINITIONS.

1.1 Accounting Terms. As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined shall have the respective meanings given to them under GAAP; provided, however that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Loan Parties for the fiscal year ended December 31, 2022. If there occurs after the Closing Date any change in GAAP that affects in any respect the calculation of any covenant contained in this Agreement or the definition of any term defined under GAAP used in such calculations, Agent, Lenders and Borrowers shall negotiate in good faith to amend the provisions

1

of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and Borrowers after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date, provided, that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and Borrowers shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the appropriate financial information required hereunder with respect to Borrowers both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP.

1.2 General Terms. For purposes of this Agreement the following terms shall have the following meanings:

“Accountants” shall have the meaning set forth in Section 9.7 hereof.

“Act” means the Federal Aviation Act of 1958, as amended, together with the Aviation Regulations of the FAA and recodified in Subtitle VII of Title 49 of the United States Code, as the same may be in effect from time to time.

“Adjusted EBITDA” shall mean for any period with respect to any Person, without duplication, an amount equal to (i) EBITDA for such period plus to the extent (and in the same proportion) deducted in determining net income for such period, (a) costs, fees and expenses incurred by Borrowers in connection with the Transactions in an amount not to exceed $3,000,000 in the aggregate to the extent paid in cash within one-hundred and eighty (180) days of the Closing Date, (b) the amount of extraordinary, nonrecurring or unusual losses, (c) reasonable out-of-pocket fees and expenses paid in connection with (1) Investments that have been consummated in accordance with this Agreement and (2) non-ordinary course transactions that have been consummated in accordance with this Agreement and failed acquisitions 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 (c), not to exceed $3,000,000 in the aggregate during any trailing 12-month period, in each case, only so long as such transactions are permitted pursuant to the terms hereof, (d) fees paid to the Agent and the Lenders to the extent not included above, (e) 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 Subsidiaries, (f) the aggregate amount of non-cash losses on the disposition of property by the Borrowers during such fiscal year (other than sales of Inventory in the Ordinary Course of Business), (g) the amount of any non-cash restructuring charges, accruals or reserves, (h) the amount of any restructuring charges paid in cash in an amount not to exceed $10,000,000 in the aggregate in any fiscal year, (i) 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 otherwise are reasonably identifiable and projected by the Borrowing Agent 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 eight 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

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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 (A) amounts added-back pursuant to this clause (i) shall not exceed 20% of Adjusted EBITDA (calculated prior to giving effect to such add-back) and (B) such cap shall not apply to adjustments made in accordance with Regulation S-X, (j) all other non-cash items reducing 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, and (k) costs, fees and expenses incurred by Borrowers in connection with any Qualifying IPO set forth in detail reasonably satisfactory to Agent on the applicable Compliance Certificate, minus (ii) to the extent (and in the same proportion) included in determining net income for such period, (a) realized foreign exchange gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of such Person and its Subsidiaries, (b) the aggregate amount of non-cash gains on the disposition of property by the Borrowers during such fiscal year (other than sales of Inventory in the Ordinary Course of Business), and (c) the aggregate amount of all other non-cash items, to the extent such items increased net income for such period.

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

“Advance Rates” shall have the meaning set forth in Section 2.1(a)(y)(iii) hereof.

“Advances” shall mean and include the Revolving Advances, Letters of Credit, the Swing Loans and the Term Loan.

“Affected Lender” shall have the meaning set forth in Section 3.11 hereof.

“Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote ten percent (10%) or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise. No Person who is a Lender on the Closing Date shall be considered an Affiliate of any Borrower or Subsidiary of any Borrower for purposes of this Agreement or the Other Documents.

“Agent” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“Agreement” shall mean this Revolving Credit, Term Loan and Security Agreement, as the same may be amended, amended and restated, replaced and restated, extended, supplemented and/or otherwise modified from time to time.

“Aircraft” means each of the rotorcraft (helicopters) and fixed-wing aircraft owned by any Borrower or any Guarantor, 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.

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“Aircraft Collateral” means all Aircraft and Engines now or hereafter owned by any Borrower or any Guarantor including any leases and sub-leases pursuant to which any such Aircraft are operated (collectively, the “Aircraft Leases”), and all Parts now or hereafter owned by any Borrower or any Guarantor and described in an Aircraft Collateral Certificate on the Closing Date and from time to time at the discretion of the Borrower in accordance with the terms of this Agreement; provided, however, that Aircraft Collateral shall not include (i) any Aircraft not registered in the United States of America or any Aircraft not registered in a Permitted Foreign Jurisdiction as from time to time agreed to by Agent in its Permitted Discretion after consultation with Borrowing Agent pursuant to Section 4.13) or otherwise not required to be pledged under the terms of this Agreement (including all engines, rotor blades, rotor blade components, auxiliary power units and other equipment, avionics, appurtenances and accessions attached to or installed on such excluded Aircraft), (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 any 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 any Borrower or any Guarantor, as lessee, (iv) any Aircraft or Engine that do not meet the Minimum Aircraft/Engine Requirements, (v) any Aircraft Leases that does not meet the Minimum Lease Requirements, (vi) any aircraft, engine or Part acquired pursuant to clauses (k), (n) or (o) of the definition of “Permitted Indebtedness” herein unless and/or until any such aircraft, engine or Part shall have been included on an Aircraft Collateral Certificate and (vii) any Aircraft, Engine, Part or Aircraft Lease to the extent, and for so long as, in the reasonable judgment of the 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 Certificate” means a certificate in the form of Exhibit 9.2 or any other form approved by the Agent describing Aircraft, Airframes, Engines and Parts constituting Aircraft Collateral. Unless otherwise specified, references to “Aircraft Collateral Certificate” herein shall be deemed to refer to the most recent Aircraft Collateral Certificate delivered to the Agent from time to time.

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

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

“Aircraft Mortgage” means each first or second priority Aircraft and Engine mortgage and security agreement entered into by any Domestic Loan Party in favor of the Agent evidencing the Liens in respect of such Aircraft Collateral that will secure the Obligations, in each case as amended, modified, restated, supplemented or replaced from time to time.

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

“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 applicable Aircraft Collateral Owner.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect on such day, (b) the sum of the Overnight Bank Funding Rate in effect on such day plus one half of one percent (0.5%), and (c) so long as Daily Simple SOFR is offered, ascertainable and not unlawful, the sum of Daily Simple SOFR (without giving effect to the SOFR Floor) in effect on such day plus one and one-tenth of one percent (1.10%); provided that if Daily Simple SOFR (without giving effect to the SOFR Floor) plus one-tenth of one percent (0.10%) as so determined shall ever be less than the SOFR Floor, then this clause (c) shall be the sum of the SOFR Floor plus one percent (1.00%). Any change in the Alternate Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Alternate Source” shall have the meaning set forth in the definition of Overnight Bank Funding Rate.

“Anti-Corruption Laws” shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other similar anti-corruption laws or regulations administered or enforced in any jurisdiction in which a Loan Party or any of its Subsidiaries conduct business.

“Anti-Terrorism Law” shall mean any Law in force or hereinafter enacted related to terrorism, money laundering, or economic sanctions, including the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the USA PATRIOT Act, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et. seq., the Trading with the Enemy Act, 50 U.S.C. App. 1, et seq., 18 U.S.C. § 2332d, and 18 U.S.C. § 2339b.

“Applicable Law” shall mean all Laws applicable to the Person, conduct, transaction, covenant, Other Document or contract in question, all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators.

“Applicable Margin” shall mean (a) an amount equal to two percent (2.00%) for (i) Revolving Advances consisting of Domestic Rate Loans, and (ii) Swing Loans, (b) an amount equal to three percent (3.00%) for Revolving Advances consisting of Term SOFR Rate Loans, (c) an amount equal to two and one-half of one percent (2.50%) for Advances under the Term Loan consisting of Domestic Rate Loans, (d) an amount equal to three and one-half of one percent (3.50%) for Advances under the Term Loan consisting of Term SOFR Rate Loans, and (e) an amount equal to two and one-half of one percent (2.50%) for Letters of Credit fees pursuant to Section 3.2(a)(x).

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“Application Date” shall have the meaning set forth in Section 2.8(b) hereof.

“Approvals” shall have the meaning set forth in Section 5.7(b) hereof.

“Approved Electronic Communication” shall mean each notice, demand, communication, information, document and other material transmitted, posted or otherwise made or communicated by e-mail, E-Fax, the Credit Management Module of PNC’s PINACLE^® system, or any other equivalent electronic service agreed to by Agent, whether owned, operated or hosted by Agent, any Lender, any of their Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any Other Document, including any financial statement, financial and other report, notice, request, certificate and other information material; provided that Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent specifically instructs a Person to deliver in physical form.

“APU” means (i) each auxiliary power unit owned by any Borrower or any Guarantor 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.

“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.”

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

“Base Rate” shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC.

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“Beneficial Owner” shall mean, for each Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control, manage, or direct such Borrower.

“Benefited Lender” shall have the meaning set forth in Section 2.6(e) hereof.

“Blocked Account Bank” shall have the meaning set forth in Section 4.8(h) hereof.

“Blocked Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Borrower” or “Borrowers” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Persons.

“Borrowers’ Account” shall have the meaning set forth in Section 2.10 hereof.

“Borrowers on a Consolidated Basis” shall mean the consolidation in accordance with GAAP of the accounts or other items of Borrowers and their respective Subsidiaries.

“Borrowing Agent” shall mean PHI Health.

“Borrowing Base Certificate” shall mean a certificate in substantially the form of Exhibit 1.2 hereto duly executed by the Financial Officer of the Borrowing Agent and delivered to the Agent, appropriately completed, by which such officer shall certify to Agent the Formula Amount and calculation thereof as of the date of such certificate.

“Borrowing Base Party” means each Borrower.

“Business Day” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by Law to be closed for business in East Brunswick, New Jersey; provided that when used in connection with an amount that bears interest at a rate based on SOFR or any direct or indirect calculation or determination of SOFR, the “Business Day” means any such day that is also a U.S. Government Securities Business Day.

“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.

“Cape Town Lease” means any Aircraft Lease (including but not limited to any Aircraft Lease between Loan Parties) that has been entered into, extended, assigned or novated after March 1, 2006 (or such later date as the Cape Town Convention may be given effect under the law of any applicable jurisdiction) (A) with a lessee “situated in” a Contracting State, provided that such Contracting State has implemented the Cape Town Convention, or (B) where the related Aircraft Collateral is registered in a Contracting State.

“Capital Expenditures” shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements (or of any replacements or substitutions thereof or additions thereto) which have a useful life of more than one year and which, in accordance with GAAP, would be classified as capital expenditures. Capital Expenditures shall include the total principal portion of Capitalized Lease Obligations.

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“Capitalized Lease Obligation” shall mean any Indebtedness of Borrowers on a Consolidated Basis represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP (excluding, for the avoidance of doubt, any lease for use of aircraft, engines or related equipment entered into by any such Person 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).

“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) or by Australia, New Zealand, or any member state of the European Union or, to the extent it has ceased to be a member state of the European Union, the United Kingdom (provided that the full faith and credit of such country or member state is pledged in support thereof);

(2) Dollar denominated 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 bank that is not a Loan Party or an Affiliate of any Loan Party 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 thirty 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 and in which such bank shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(5) investments in money market or other mutual funds registered under the Investment Company Act of 1940 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;

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(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 and (b) any other country in which any Borrower or any Guarantor maintains an office or is engaged in a business permitted in accordance with Section 7.9, provided that, in either case, (A) all such deposits are required to be made in such accounts in the Ordinary Course of Business and (B) such deposits do not at any one time exceed $20,000,000 in the aggregate; and

(8) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, Australia, New Zealand, or any member state of the European Union or, to the extent it has ceased to be a member state of the European Union, the United Kingdom, or by any political subdivision (including any municipality) or taxing authority thereof, rated at least “A1” (or “Prime 1” or MIG 1 or other then equivalent grade) by Moody’s. or at least “A” (or A l, SP1 or other then equivalent grade) by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and having maturities of not more than one year from the date of acquisition.

“Cash Management Liabilities” shall have the meaning provided in the definition of “Cash Management Products and Services.”

“Cash Management Products and Services” shall mean agreements or other arrangements under which Agent or any Affiliate of Agent or PNC provides any of the following products or services to any Loan Party: (a) credit cards; (b) credit card processing services; (c) debit cards and stored value cards; (d) commercial cards; (e) ACH transactions; and (f) cash management and treasury management services and products, including without limitation controlled disbursement accounts or services, lockboxes, automated clearinghouse transactions, overdrafts, interstate depository network services. The indebtedness, obligations and liabilities of any Loan Party to the provider of any Cash Management Products and Services (including all obligations and liabilities owing to such provider in respect of any returned items deposited with such provider) (the “Cash Management Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty and secured obligations under any Security Agreement, as applicable, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Cash Management Products and Services shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5.

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

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

“Certificate of Beneficial Ownership” shall mean, for each Borrower, a certificate in form and substance acceptable to Agent (as amended or modified by Agent from time to time in its Permitted Discretion), certifying, among other things, the Beneficial Owner of such Borrower.

“CFTC” shall mean the Commodity Futures Trading Commission.

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“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application thereof by any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests, rules, regulations, guidelines, interpretations 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 or foreign regulatory authorities (whether or not having the force of Law), 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, issued, promulgated or implemented.

“Change of Control” shall mean: (a) at any time prior to the consummation of a Qualifying IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Q Investments, 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 PHI Group and the Borrowing Agent (other than, during the short term pendency of any Permitted IPO Reorganization to the extent such interim failure to own and control is reasonably necessary or advisable to effectuate such transaction and so long as such interim failure to own and control is cured by the close of business on the date of the consummation of such Permitted IPO Reorganization), it being agreed that, at any time upon or after the consummation of a Qualifying IPO, no Change of Control shall be triggered upon any change in ownership (beneficial or otherwise) of the stock of PHI Group or the Borrowing Agent, directly or indirectly, (b) at the time prior to the consummation of a Qualifying IPO, the occurrence of any event (whether in one or more transactions) which results in PHI Group failing to own, directly or indirectly, one hundred (100%) percent of the Equity Interests (on a fully diluted basis) of the Borrowing Agent (other than, during the short term pendency of any Permitted IPO Reorganization to the extent such interim failure to own and control is reasonably necessary or advisable to effectuate such transaction and so long as such interim failure to own and control is cured by the close of business on the date of the consummation of such Permitted IPO Reorganization), (c) the occurrence of any event (whether in one or more transactions) which results in Borrowing Agent failing to own, directly or indirectly, one hundred (100%) percent of the Equity Interests (on a fully diluted basis) of the other Borrowing Base Parties (other than a Borrowing Base Party that is an Immaterial Entity) or (d) any merger, consolidation or sale of substantially all of the property or assets (in one transaction or a series of related transactions) of the Loan Parties and their Subsidiaries, taken as a whole, except to the extent any of the events described in the foregoing clauses are permitted by Section 7.1 hereof; provided that, at any time prior to the consummation of a Qualifying IPO, the sale by PHI Group of any Equity Interests of the Borrowing Agent (other than, (i) during the short term pendency of any Permitted IPO Reorganization to the extent such interim failure to own and control is reasonably necessary or advisable to effectuate such transaction and so long as such interim failure to own and control is cured by the close of business on the date of the consummation of such Permitted IPO Reorganization) shall be deemed a sale of substantially all of PHI Group’s assets.

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“Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit Guaranty Corporation or any environmental agency or superfund), upon the Collateral, any Borrower or any of its Affiliates.

“CIP Regulations” shall have the meaning set forth in Section 14.12 hereof.

“Closing Date” shall mean September 19, 2023 or such other date as may be agreed to in writing by the parties hereto.

“CMS” means the Centers for Medicare and Medicaid Services of the United States Department of Health and Human Services and any successor Governmental Body.

“Code” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“Collateral” shall mean and include all right, title and interest of each Domestic Loan Party in all of the following property and assets of such Domestic Loan Party, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located:

(a) all Receivables and all supporting obligations relating thereto;

(b) all equipment and fixtures;

(c) all general intangibles (including all payment intangibles and all software) and all supporting obligations related thereto;

(d) all Inventory;

(e) all Subsidiary Stock, securities, investment property, and financial assets;

(f) all Material Real Property;

(g) all Leasehold Interests;

(h) all Aircraft Collateral;

(i) all Intellectual Property;

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(j) all contract rights, rights of payment which have been earned under a contract rights, chattel paper (including electronic chattel paper and tangible chattel paper), commercial tort claims (whether now existing or hereafter arising); documents (including all warehouse receipts and bills of lading), deposit accounts, goods, instruments (including promissory notes), letters of credit (whether or not the respective letter of credit is evidenced by a writing) and letter-of-credit rights, cash, certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), security agreements, eminent domain proceeds, condemnation proceeds, tort claim proceeds and all supporting obligations;

(k) all ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by any Domestic Loan Party or in which it has an interest), computer programs, tapes, disks and documents, including all of such property relating to the property described in clauses (a) through (i) of this definition; and

(l) all proceeds and products of the property described in clauses (a) through (j) of this definition, in whatever form. It is the intention of the parties that if Agent shall fail to have a perfected Lien in any particular property or assets of any Domestic Loan Party for any reason whatsoever, but the provisions of this Agreement and/or of the Other Documents, together with all financing statements and other public filings relating to Liens filed or recorded by Agent against Domestic Loan Parties, would be sufficient to create a perfected Lien in any property or assets that such Domestic Loan Party may receive upon the sale, lease, license, exchange, transfer or disposition of such particular property or assets, then all such “proceeds” of such particular property or assets shall be included in the Collateral as original collateral that is the subject of a direct and original grant of a security interest as provided for herein and in the Other Documents (and not merely as proceeds (as defined in Article 9 of the Uniform Commercial Code) in which a security interest is created or arises solely pursuant to Section 9-315 of the Uniform Commercial Code).

Notwithstanding the foregoing, Collateral shall not include any Excluded Property.

“Commitment Transfer Supplement” shall mean a document in the form of Exhibit 17.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

“Commitments” shall mean the Revolving Commitments, Term Loan Commitments and Participation Commitments.

“Compliance Certificate” shall mean a compliance certificate substantially in the form of Exhibit 1.2(a) hereto to be signed by a Financial Officer of Borrowing Agent.

“Conforming Changes” means, with respect to the Term SOFR Rate or any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of the Term SOFR Rate or such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Term SOFR Rate or the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the Other Documents).

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“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.

“Consents” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on any Specified Loan Party’s business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, or the Other Documents, including any Consents required under all applicable federal, state or other Applicable Law.

“Consolidated Total Assets” shall mean, as of any date of determination, the total assets of the Borrowers on a Consolidated Basis in accordance with GAAP, as shown on the most recent balance sheet of delivered pursuant to Section 9.8 or, for the period prior to the time any such statements are so delivered pursuant to Section 9.8, the pro forma financial statements otherwise previously delivered to the Agent.

“Contract Rate” shall have the meaning set forth in Section 3.1 hereof.

“Contracting State” shall have the meaning ascribed to it in the Cape Town Convention.

“Controlled Cash and Cash Equivalents” shall mean the aggregate cash on hand or Cash Equivalents of a Person that is (x)(I) with respect to cash maintained in a deposit account located in the United States of America, unless otherwise agreed to by Agent in its Permitted Discretion, on deposit in (a) a Blocked Account at Agent or, (b) solely to the extent such Blocked Account was in existence prior to the Closing Date, any other Blocked Account Bank, and in each case, subject to a deposit account control agreement, in form and substance satisfactory to Agent in its Permitted Discretion, granting Agent springing dominion (or such other control over such Blocked Account as Agent may agree to in its Permitted Discretion) over such Blocked Account, (II) with respect to Cash Equivalents, unless otherwise agreed to by Agent in its Permitted Discretion, maintained in a securities account or investment account at (a) Agent or an Affiliate thereof, or (b) solely to the extent such securities account or investment account was in existence prior to the Closing Date, any other financial institution, and in each case, subject to a securities account control agreement in form and substance satisfactory to Agent Permitted Discretion, granting Agent control over such securities or investment account in a manner satisfactory to Agent in its Permitted Discretion or (III) cash or Cash Equivalents maintained in accounts located outside of the United States of America in an aggregate amount not to exceed $15,000,000, and in each case, unless otherwise agreed to by Agent in its Permitted Discretion, subject to an account control agreement (or other similar agreement), in form and substance satisfactory to Agent in its Permitted Discretion, granting Agent springing dominion (or such other control over such account

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as Agent may agree to in its Permitted Discretion) over such account, and (y) not subject to Liens in favor of any Person other than the Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as O&G Credit Agreement Agent); provided, (i) subject to Section 6.18, with respect to PHI Group and PHI Corporate, no cash or Cash Equivalents of such Persons shall be deemed to be Controlled Cash and Cash Equivalents unless such cash and Cash Equivalents are maintained in a Blocked Account or a securities account or investment account in existence as of the Closing Date and (ii) with respect to any deposit account subject to clause (x)(I) or (x)(III) or securities or investment account subject to clause (x)(II) or (x)(III), in either case, to the extent any such account described in clauses (x)(I) through (x)(III) is required to be a subject to a control agreement, such requirement shall, at all times prior to the applicable deadline set forth in Schedule 6.18, be deemed satisfied during the pendency of establishing such arrangements in accordance with Section 6.18.

“Controlled Group” shall mean, at any time, each Specified Loan Party and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any Specified Loan Party, are treated as a single employer under Section 414 of the Code.

“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.

“Covered Entity” shall mean (a) each Borrower, each of Borrowers’ respective Subsidiaries, all Guarantors and all pledgors of Collateral and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Covered Taxes” shall have the meaning set forth in Section 16.1 hereof.

“Customer” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Borrowing Base Party, pursuant to which such Borrowing Base Party is to deliver any personal property or perform any services.

“Customs” shall have the meaning set forth in Section 2.13(b) hereof.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, at the Agent’s discretion, to the nearest 1/100th of 1%) (A) SOFR for the day (the “SOFR Determination Date”) that is two (2) Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR

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Rate Day is not a Business Day, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage, in each case, as such SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source identified by the Federal Reserve Bank of New York or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined above would be less than the SOFR Floor, then Daily Simple SOFR shall be deemed to be the SOFR Floor. If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days. If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to the Borrowers, effective on the date of any such change.

“Debt Payments” shall mean for any period, in each case, all cash actually expended by Borrowers on a Consolidated Basis to make: (a) interest payments on any Advances hereunder, plus (b) scheduled principal payments on the Term Loan, plus (c) without duplication of any Unfunded Capital Expenditures for such period, payments on Capitalized Lease Obligations, plus (d) payments of principal and interest with respect to any other Indebtedness for borrowed money (other than Indebtedness hereunder), but excluding, for the avoidance of doubt, (i) any expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (ii) any termination payments or one-time cash costs in respect of hedging agreements or other derivative instruments or (iii) solely to the extent not included as an interest expense in the calculation of EBITDA, any expense or payment in connection with any Permitted Factoring Arrangements. For purposes of this definition, interest on a Capitalized Lease Obligations shall be deemed to accrue at an interest rate determined in accordance with GAAP.

“Default” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“Default Rate” shall have the meaning set forth in Section 3.1 hereof.

“Defaulting Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, of Advances, (ii) if applicable, fund any portion of its Participation Commitment in Letters of Credit or Swing Loans or (iii) pay over to Agent, Issuer, Swing Loan Lender or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including a particular Default or Event of Default, if any) has not been satisfied; (b) has notified Borrowers or Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such

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Lender’s good faith determination that a condition precedent (specifically identified and including a particular Default or Event of Default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within two (2) Business Days after request by Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances and, if applicable, participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon Agent’s receipt of such certification in form and substance satisfactory to the Agent; (d) has become the subject of an Insolvency Event; or (e) has failed at any time to comply with the provisions of Section 2.6(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Lenders.

“Depository Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Designated Lender” shall have the meaning set forth in Section 17.2(d) hereof.

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

“Disclosed Sublease” means, in respect of an Aircraft or Engine included as Aircraft Collateral, any lease and/or sublease of that Aircraft to a Disclosed Sublessee that is not an Affiliate of a Borrower as shown in the Aircraft Collateral Certificate.

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

“Disposition” or “Dispose” means the sale, transfer, license, lease, gift or other disposition (including any Sale and Leaseback Transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by PHI Group of any of its Equity Interests to another Person.

“Disqualified Stock” means, with respect to any Person, any Equity Interests of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, (a) matures or is mandatorily redeemable (other than solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for any Equity Interests which are not Disqualified Stock), in whole or in part, in each case prior to the date 181 days after the final day of the Term or the date the Advances are no longer outstanding and the Commitments have been terminated, (b) are convertible into or exchangeable for (x) debt securities or (y) any Equity Interests referred to in clause (a) above, in each case, at any time prior to the date that is the 181 days after the final day

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of the Term or the date the Advances are no longer outstanding and the Commitments have been terminated, or (c) are entitled to receive scheduled dividends or distributions in cash prior to the date that is 181 days after the final day of the Term or the date the Advances are no longer outstanding and the Commitments have been terminated; provided that (A) if such Equity Interests are issued pursuant to any plan for the benefit of, future, current or former employees, directors, officers, members of management or consultants (or their respective affiliates or immediate family members or any permitted transferees thereof) of the Borrowers or their Subsidiaries or any direct or indirect parent company or by any such plan to such employees, directors, officers, members of management or consultants (or their respective affiliates or immediate family members or any permitted transferees thereof), such Equity Interests will not constitute Disqualified Stock solely because it may be required to be repurchased or in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s or consultant’s termination, death or disability; and (B) any Equity Interests held by any future, current or former employee, director, officer, member of management or consultant (or their respective affiliates or immediate family members or any permitted transferees thereof) of the Borrowers or their Subsidiaries, any direct or indirect parent company, or any other entity in which the Borrowers or their Subsidiaries have an investment and is designated in good faith as an “affiliate” by the board of directors (or the compensation committee thereof), in each case pursuant to any equity subscription or equity holders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement will not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s or consultant’s termination, death or disability.

“Document” shall have the meaning given to the term “document” in the Uniform Commercial Code.

“Dollar” and the sign “$” shall mean lawful money of the United States of America.

“Domestic Aircraft Collateral NOLV” means, as of any date of determination, the aggregate net orderly liquidation value (as set forth on a recent appraisal conducted in accordance with Section 4.7 hereof) of all Aircraft Collateral registered in the United States. For the avoidance of doubt, such value shall be indicated in Dollars.

“Domestic Loan Parties” means, collectively, the Loan Parties organized under the laws of the United States or any state or district thereunder, each a “Domestic Loan Party”.

“Domestic Rate Loan” shall mean any Advance that bears interest based upon the Alternate Base Rate.

“Dominion Trigger Period” shall mean the period commencing upon (i) the occurrence and continuance of an Event of Default or (ii) the date that is the third consecutive Business Day on which Borrowers’ Undrawn Availability is less than $12,000,000 at any time and ending on the first date thereafter upon which (x) with respect to clause (i), such Event of Default has been waived in writing or cured in accordance with the terms of this Agreement, and (y) with respect to clause (ii), when Borrowers have Undrawn Availability, for thirty (30) consecutive days, equal to or exceeding $12,000,000.

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“Drawing Date” shall have the meaning set forth in Section 2.14(b) hereof.

“EBITDA” shall mean for any period with respect to any Person, the sum of (a) net income (or loss) for such period (excluding extraordinary gains and losses), plus (b) all interest expense for such period, plus (c) all charges against income for such period for federal, state and local taxes, plus (d) depreciation expenses for such period, plus (e) amortization expenses for such period.

“Effective Date” means the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement.

“Effective Federal Funds Rate” means for any day the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1% announced by the Federal Reserve Bank of New York (or any successor)) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Effective Federal Funds Rate” as of the date of this Agreement; provided that if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Effective Federal Funds Rate” for such day shall be the Effective Federal Funds Rate for the last day on which such rate was announced. Notwithstanding the foregoing, if the Effective Federal Funds Rate as determined under any method above would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement.

“Eligibility Date” shall mean, with respect to each Borrower and Guarantor and each Swap, the date on which this Agreement or any Other Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any Other Document is then in effect with respect to such Borrower or Guarantor, and otherwise it shall be the Effective Date of this Agreement and/or such Other Document(s) to which such Borrower or Guarantor is a party).

“Eligible Contract Participant” shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder.

“Eligible IPM Receivables” shall mean and include, each IPM Receivable of a Borrowing Base Party arising in the Ordinary Course of Business and satisfying the criteria set forth in this definition. An IPM Receivable shall not be deemed eligible unless such IPM Receivable is subject to Agent’s (which prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as O&G Credit Agreement Agent) first priority perfected security interest and no other Lien (other than Permitted Encumbrances) and is evidenced by an invoice or other documentary evidence satisfactory to Agent in its Permitted Discretion. In addition, no IPM Receivable shall be an Eligible IPM Receivable if:

(a) it arises out of a sale made by any Borrowing Base Party to an Affiliate of any Loan Party or to a Person controlled by an Affiliate of any Loan Party;

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(b) it is due or unpaid more than (i) with respect to Non-Contract Healthcare Receivables, 180 days after the original billing date or (ii) with respect to all other IPM Receivables, 150 days after the original billing date;

(c) (i) sixty-five percent (65%) (or such greater percentage as Agent may agree to in its Permitted Discretion from time to time, with respect to one or more Customers) or more of Non-Contract Healthcare Receivables or (ii) fifty percent (50%) (or such greater percentage as Agent may agree to in its Permitted Discretion from time to time, with respect to one or more Customers) or more of all other IPM Receivables from such Customer are not deemed Eligible IPM Receivables hereunder by application of clause (b) above;

(d) any covenant, material representation or material warranty contained in this Agreement with respect to such IPM Receivable has been breached;

(e) an Insolvency Event shall have occurred with respect to such Customer;

(f) the sale is to a Customer outside the continental United States of America; provided, however, that so long as the primary operations of, and billing and payment of such Customer occur through, such Customer’s offices in the United States of America, this clause (f) shall not render ineligible Receivables of a Customer whose parent is organized or located outside of the United States of America;

(g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

(h) Agent believes, in its Permitted Discretion, that collection of such IPM Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

(i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them (other than a Government Account Debtor), unless the applicable Borrowing Base Party assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.), to the extent applicable to such Receivable, or has otherwise complied with other applicable statutes or ordinances;

(j) the goods giving rise to such IPM Receivable have not been delivered to the Customer or the services giving rise to such IPM Receivable have not been performed by the applicable Borrowing Base Party;

(k) such IPM Receivable has been sold pursuant to a Permitted Factoring Arrangement;

(l) the IPM Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but such IPM Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrowing Base Party or the IPM Receivable is contingent in any respect or for any reason;

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(m) the applicable Borrowing Base Party has made any agreement with any Customer for any deduction therefrom (but such IPM Receivable shall only be ineligible to the extent of such deduction), except for discounts or allowances made in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

(n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed;

(o) such IPM Receivable is not payable to a Borrowing Base Party;

(p) such IPM Receivable is payable solely by an individual beneficiary, recipient, or subscriber individually; or

(q) such IPM Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in its Permitted Discretion.

“Eligible Parts Inventory” shall mean Inventory consisting of Parts located in the continental United States, excluding work in process, of any Borrower organized in the United States valued at the lower of cost or market value, determined on an average cost basis, which is (i) not obsolete or unrepairable as determined by a third party mutually selected by the Borrowing Agent and Agent or as determined by the Borrowing Agent and Agent on a basis consistent with prior third party appraisals, (ii) not Slow-Moving Inventory, or (iii) Inventory which is not subject to a perfected first priority security interest in favor of Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as O&G Credit Agreement Agent) and no other Lien (other than a Permitted Encumbrance). In addition, Parts shall not be Eligible Parts Inventory if it: (a) does not conform to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is Foreign In-Transit Inventory; (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) is the subject of an Intellectual Property Claim; (e) is subject to a License Agreement that limits, conditions or restricts the applicable Borrower’s or Agent’s right to sell or otherwise Dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing Reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion); (f) is situated at a location at which $300,000 or less, in the aggregate, of Inventory is held; or (g) is situated at a location at which greater than $300,000 in the aggregate of Inventory is held and such location is not owned by a Borrower unless (x) the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement or (y) Agent shall agree otherwise in its Permitted Discretion after establishing Reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion.

“Embargoed Property” means any property (a) beneficially owned, directly or indirectly, by a Sanctioned Person; (b) that is due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any interest; (d) that is located in a Sanctioned Jurisdiction; or (e) that otherwise would cause any actual violation by the Lenders or Agent of any applicable Anti-Terrorism Law if the Agent or any Lender were to obtain an encumbrance on, lien on, pledge of, or security interest in such property or provide services in consideration of such property.

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“Engine” means (i) each of the engines owned by any Borrower or Guarantor (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 and (iv) any and all related Parts and, in each case, shall exclude any Engine replaced by a Permitted Substitute in accordance with clause (ii) above and the applicable Aircraft Mortgage.

“Environmental Complaint” shall have the meaning set forth in Section 9.3 hereof.

“Environmental Laws” shall mean all applicable federal, state and local environmental Laws relating to the protection of the environment, human health (to the extent related to exposure to Hazardous Materials) and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Materials.

“EOB” shall mean the explanation of benefit or remittance advice from a Customer that identifies the services rendered on account of the Receivable specified therein.

“Equity Interests” shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants (including creditor warrants), general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act), including in each case all of the following rights relating to such Equity Interests, whether arising under the Organizational Documents of the Person issuing such Equity Interests (the “issuer”) or under the applicable Laws of such issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies or partnerships or business trusts or other legal entities, as the case may be: (i) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (ii) all voting rights and rights to consent to any particular action(s) by the applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case of any Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management, operations and control of the business and affairs of the applicable issuer; (v) in the case of any Equity Interests consisting of the membership/limited liability company interests of a managing member in a limited liability company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable issuer; (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s) or managing member(s) of such issuer and/or any members of any board of members/managers/partners/directors that may at any time have any rights to manage and direct the business and affairs of the applicable issuer under its Organizational Documents as in effect from time to time or under Applicable Law; (vii) all rights to amend the Organizational Documents of such issuer, (viii) in the case of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”, general or limited, or “member” (as applicable) under the applicable Organizational Documents and/or Applicable Law; (ix) any real property interests other than Material Real Property and (x) all certificates evidencing such Equity Interests.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time and the rules and regulations promulgated thereunder.

“Erroneous Payment” has the meaning assigned to it in Section 14.14(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 14.14(d).

“Erroneous Payment Impacted Loans” has the meaning assigned to it in Section 14.14(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 14.14(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 14.14(d).

“Event of Default” shall have the meaning set forth in Article X hereof.

“Excess Cash on Hand” shall mean, at any time, the greater of (a) $0 and (b) (x) the cash on hand of (1) the Specified Loan Parties (other than cash subject to Liens in favor of any Person other than the Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as O&G Credit Agreement Agent)) and (2) prior to the Separation Date, the Specified Foreign Subsidiaries, not to exceed, in the case of this subclause (b)(x)(2), $15,000,000, minus (y) the aggregate outstanding principal amount of the Term Loan.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Account” means any deposit accounts, securities accounts or investment accounts (i) used solely for payroll expenses, trust accounts or employee benefit accounts of the Loan Parties and their Subsidiaries and (ii) other deposit accounts (including operating accounts), investment accounts and securities accounts that do not have a cash balance (or Cash Equivalent balance with respect to securities accounts and investment accounts) at any time exceeding $3,000,000 in the aggregate for all such accounts pursuant to this clause (ii); provided that, the amounts contained in any deposit accounts (including operating accounts), investment accounts and securities accounts of any Loan Party maintained outside the United States that are subject to a perfected first priority security interest in favor of Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as O&G Credit Agreement Agent), shall not count against the $3,000,000 limitation described in this clause (ii).

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“Excluded Hedge Liability or Liabilities” shall mean, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

“Excluded Property” shall mean (i) any non-material lease, license, contract or agreement to which any Domestic Loan Party is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any Applicable Law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such Applicable Law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law or principles of equity), (ii)(x) equipment or assets owned by any Domestic Loan Party that is subject to a purchase money lien or a capital lease obligation if (but only to the extent that and only for so long as such purchase money Indebtedness or capital lease restricts the granting of a Lien therein to Agent) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party, unless any required consents shall have been obtained or (y) following the consummation (including payment of all closing consideration in respect thereof) of such transaction, assets which are the subject of a Sale and Leaseback Transaction or of Indebtedness incurred pursuant to clause (o) of the definition of “Permitted Indebtedness”, (iii) monies, checks, securities or other items on deposit or otherwise held in deposit accounts or trust accounts specifically and exclusively used for payroll, payroll taxes, deferred compensation and other employee wage and benefit payments to or for the direct benefit of such Domestic Loan Party’s employees, (iv) those assets as to which the Agent and the Borrowers reasonably agree that the cost of obtaining such a security interest or perfection thereof is excessive in relation to the benefit of the security to be afforded thereby or (v) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; provided, however, that the foregoing exclusions in (i), (ii) and (v) shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach immediately to any portion of such lease, license, contract or agreement, provided, further that Excluded Property shall not include any proceeds of any such lease, license, contract or agreement or any goodwill of Domestic Loan Parties’ business associated therewith or attributable thereto.

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“Excluded Taxes” shall mean, with respect to Agent, any Lender, Participant, Swing Loan Lender, Issuer or any other recipient of any payment to be made by or on account of any Obligations or required to be withheld or deducted from a payment to such Agent, Lender, Participant, Swing Loan Lender, Issuer or any other recipient, (a) taxes imposed on or measured by its net income (however denominated), branch profits Taxes and franchise Taxes (imposed in lieu of net income taxes), in each case, (i) imposed on it, by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office or applicable lending office is located or, in the case of any Lender, Participant, Swing Loan Lender or Issuer, in which its applicable lending office is located, or (ii) Other Connection Taxes, (b) in the case of a Lender, any withholding tax that is imposed on amounts payable to or for the account of such Lender at the time such Lender becomes a party hereto (other than pursuant to an assignment request by the Borrower under Section 3.11) or designates a new lending office, except to the extent that such Lender or Participant (or its assignor or seller of a participation, if any) was entitled, at the time of designation of a new lending office or assignment or sale of a participation, to receive additional amounts from Borrowers with respect to such withholding Tax pursuant to Section 3.10(a), (c) Taxes attributable to such Agent, Lender, Participant, Swing Loan Lender, Issuer or any other recipient’s failure or inability to comply with Section 3.10(e) or (d) any Taxes imposed under FATCA.

“Exclusion Event” shall mean any event or events resulting in the termination, revocation on the right of any Borrower to participate, or exclusion of any Borrower from participation, in any Government Reimbursement Program.

“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.

“FAA” means the Federal Aviation Administration.

“Facility Availability” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the outstanding amount of Advances (other than the Term Loan).

“Facility Fee” shall have the meaning set forth in Section 3.3 hereof.

“FATCA” shall mean 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) and any current or future regulations thereunder 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 agreement, treaty or convention among Governmental Bodies and implementing such Sections of the Code.

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“Fee Letter” shall mean, collectively, (i) the fee letter dated the Closing Date among Borrowers and PNC and (ii) any other fee letter entered into after the Closing Date in connection with this Agreement.

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

“Fitch” means Fitch Inc. and any successor thereto.

“Fixed Charge Coverage Ratio” shall mean, with respect to any fiscal period, the ratio of (a) Adjusted EBITDA of the Borrowers on a Consolidated Basis, minus Unfunded Capital Expenditures made during such period, minus cash taxes paid during such period, to (b) all Debt Payments made during such period.

“Fixed Charge Coverage Ratio (Dividends)” shall mean, with respect to any date of determination, the ratio of (a) Adjusted EBITDA of the Borrowers on a Consolidated Basis for the four (4) fiscal quarters most recently ended, minus Unfunded Capital Expenditures made during the four (4) fiscal quarters most recently ended, minus such dividend made (or to be made) during the current fiscal quarter, minus cash taxes paid during the four (4) fiscal quarters most recently ended, to (b) all Debt Payments (other than Debt Payments on account of the Term Loan) made during the four (4) fiscal quarters most recently ended.

“Flood Laws” shall mean all Applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Applicable Laws related thereto.

“Foreign Currency Hedge” shall mean any foreign exchange transaction, including spot and forward foreign currency purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of one currency in exchange for the sale of another currency entered into by any Borrower, Guarantor and/or any of their respective Subsidiaries.

“Foreign Currency Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Foreign Currency Hedge.

“Foreign In-Transit Inventory” shall mean Inventory of a Borrower that is in transit from a location outside the United States to any location within the United States of such Borrower or a Customer of such Borrower.

“Foreign Lender” shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which Borrowers are resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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“Foreign Subsidiary” shall mean any Subsidiary of any Person that is not organized or incorporated in the United States, any State or territory thereof or the District of Columbia.

“Formula Amount” shall have the meaning set forth in Section 2.1(a) hereof.

“Funded Debt” shall mean, with respect to any Person, without duplication, all Indebtedness for borrowed money evidenced by notes, bonds, debentures, or similar instruments evidencing Indebtedness for borrowed money, and specifically including Capitalized Lease Obligations, current maturities of long-term debt, revolving credit and short term debt extendible beyond one year at the option of the debtor, and also including, in the case of Borrowers, the Obligations and, without duplication, Indebtedness consisting of guaranties of Funded Debt of other Persons; provided that (i) obligations in respect of letters of credit shall only constitute “Funded Debt” to the extent unreimbursed for five (5) Business Days or more, (ii) any obligations (including guaranties) arising in connection with the O&G Credit Agreement shall not constitute “Funded Debt” and (iii) guaranties of the Obligations (other than pursuant to clause (i) of such definition) shall not constitute “Funded Debt.”

“GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

“Government Account Debtor” means an Account Debtor that is a Government Reimbursement Program.

“Government Depositary Agreement” shall mean each agreement among any Healthcare Borrower, the Agent, O&G Credit Agreement Agent, and a Lockbox Bank, in form and substance satisfactory to the Agent, pursuant to which the applicable Lockbox Bank agrees to forward any amounts deposited in the applicable Government Lockbox or Government Lockbox Account on a daily basis to a Blocked Account subject to a deposit account control agreement, in form and substance satisfactory to Agent.

“Government Lockbox” means each post office box or similar lockbox set forth on Schedule 4.8(i) hereto, established to receive checks and EOBs with respect to Receivables payable by Governmental Bodies.

“Government Lockbox Account” means with respect to any Healthcare Borrower, an account or accounts maintained by such Healthcare Borrower with Lockbox Bank into which all collections of Receivables on which Government Account Debtors are obligated are paid directly and such Government Lockbox Account shall be an account in the name of such Healthcare Borrower, and shall be the sole and exclusive property of such Healthcare Borrower.

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“Government Reimbursement Program” means (i) Medicare, (ii) Medicaid, (iii) TRICARE (formerly known as the Civilian Health and Medical Program of the Uniformed Services), (iv) the Federal Employees Health Benefits Program under 5 U.S.C. §§ 8902 et seq., (v) any other program pursuant to which the United States of America is acting under a program established by Medicare or Medicaid per the Social Security Act or any other federal healthcare program, including the Veteran’s Administration, (vi) any State or District of Columbia acting pursuant to a healthcare plan adopted pursuant to the Social Security Act or any other State legislation, and (vii) any agent, administrator, intermediary or carrier for any of the foregoing, and in each case, any other similar governmental programs which presently or in the future that reimburses or pays providers for Healthcare Services.

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

“Governmental Acts” shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body.

“Governmental Body” shall mean any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government (including any supra-national bodies such as the European Union or the European Central Bank and any governmental body (federal or state) charged with the responsibility, or vested with the authority to administer or enforce, any Healthcare Laws) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). Payments from Governmental Bodies will be deemed to include payments governed under the Social Security Act (42 U.S.C. §§ 1395 et seq.), including under Medicare, Medicaid and TRICARE/CHAMPUS, and payments administered or regulated by CMS.

“Guarantor” shall mean, (i) solely prior to the Separation Date, each of PHI Group, PHI Corporate, PHI Aviation, PHI Helipass and PHI Tech Services and, subject to the consummation of their joinder as a “Guarantor” in accordance with Section 6.18, each Specified Foreign Subsidiary (such foregoing Persons, the “Separation Date Guarantors”), (ii) AM Equity Holdings and (iii) any other Person who as of the Closing Date or thereafter guarantees payment or performance of the whole or any part of the Obligations including pursuant to any Guaranty and “Guarantors” means collectively all such Persons.

“Guaranty” shall mean any guaranty of the Obligations executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent; provided it being understood and agreed that Article XVI hereof shall constitute a Guaranty.

“Hazardous Discharge” shall have the meaning set forth in Section 9.3(b) hereof.

“Hazardous Materials” shall mean, without limitation, any flammable explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, hazardous wastes or hazardous or substances as defined in or subject to regulation under Environmental Laws.

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“Healthcare Authorizations” means any and all Consents of, from or issued by, any Governmental Body including permits, licenses, provider agreements, authorizations, certificates, CONs, accreditations and plans of third-party accreditation bodies, organizations or agencies (such as, but without limitations, the Joint Commission) (a) necessary to enable any Healthcare Borrower to engage in, provide or bill for any Healthcare Services, participate in and receive payment under Government Reimbursement Programs or otherwise continue to conduct its respective business as it is conducted on the Closing Date or (b) required under any Healthcare Law relating to any Government Reimbursement Program or Persons engaged in the Healthcare Services or (c) issued or required under Healthcare Laws applicable to the ownership, operation or management of any Healthcare Borrower’s respective business or assets.

“Healthcare Borrower” shall mean PHI Health and any other Borrower performing Healthcare Services.

“Healthcare Laws” means all applicable statutes, laws, ordinances, rules, and regulations of any Governmental Body, including: (a) Medicaid; TRICARE/CHAMPUS; Section 1128B(b) of the Social Security Act; 42 U.S.C. § 1320a-7b(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the “Federal Anti-Kickback Statute”; the Social Security Act, Section 1877; 42 U.S.C. 1395nn (Prohibition Against Certain Referrals), commonly referred to as the “Stark Statute”; 31 U.S.C.§§ 3729-3722, commonly referred to as the federal “False Claims Act”; 31 U.S.C. §§ 3801-3812, commonly referred to as the “Program Fraud Civil Remedies Act”; 42 U.S.C.§§ 1320a-7a and 1320a-7b, commonly referred to as the “Civil Monetary Penalties Law”; and 42 U.S.C. § 1320a-7, commonly referred to as the “Exclusion Laws”; HIPAA; P.L. 111-1468, commonly referred to as the “Patient Protection and Affordable Care Act” and any other federal or state fraud and abuse law or fee-splitting law, (b) with respect to air ambulance service providers pertaining to the provision of billing, collection, and reimbursement for, administration of, and payment for services which are reimbursed with federal, state or local governmental funds through or on behalf of any Governmental Body, including Medicaid or TRICARE/CHAMPUS, (c) all licensure laws and regulations applicable to the Borrowers and its Subsidiaries, (d) all applicable professional standards regulating air ambulance service providers and (e) any and all other federal, state or local healthcare laws, rules, codes, statutes, regulations, orders, ordinances, manual provisions, policies and administrative guidance having the force of law applicable to the air ambulance services, in each case as amended from time to time applicable to the activities referenced in subsections (a)-(d) above.

“Healthcare Services” means delivering or providing or arranging to deliver or provide or administering, managing or monitoring air or ground ambulance services, including without limitation, the sale, delivery, transportation, provision or administration of, people, health or healthcare items, goods or services.

“Hedge Liabilities” shall mean collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

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“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, including the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160 and Part 164, Subparts A and E; and the HIPPA Security Standards, 45 C.F.R. Part 160 and Part 164, Subparts A and C, and any state laws regulating the privacy and/or security of individually identifiable information, including state laws providing for notification of breach of privacy or security of individually identifiable information, in each case as amended, modified or supplemented from time to time, and together with all successor statutes thereto and all rules and regulations promulgated from time to time thereunder.

“Immaterial Entity” shall mean any Person the Adjusted EBITDA or total assets of which accounts for not more than (i) ten percent (10%) of the Adjusted EBITDA of the Borrowers on a Consolidated Basis and (ii) ten percent (10%) of Consolidated Total Assets (after intercompany eliminations), in each case, as of the last day of the most recently completed fiscal quarter as reflected on the financial statements for such quarter; provided that, at the time of determination, Agent shall have received a certificate from Borrowing Agent and, if requested by Agent, any supplemental schedules, evidencing satisfaction of the foregoing conditions.

“Increasing Lender” shall have the meaning set forth in Section 2.24(a) hereof.

“Indebtedness” shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (a) borrowed money; (b) amounts received under or liabilities in respect of any note purchase or acceptance credit facility, and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all Capitalized Lease Obligations; (d) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, banker’s acceptance agreement or similar arrangement to the extent unreimbursed for five (5) Business Days after being drawn; (e) net obligations under any Interest Rate Hedge, Foreign Currency Hedge, or other interest rate management device, foreign currency exchange agreement, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement; (f) any other advances of credit made to or on behalf of such Person relating to forward sale or purchase agreements and conditional sales agreements having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements including to finance the purchase price of property or services and all obligations of such Person to pay the deferred purchase price of property or services (but not including trade or accounts payables and accrued expenses incurred in the Ordinary Course of Business which are not represented by a promissory note or other evidence of indebtedness and which are not more than sixty (60) days past due); (g) all Disqualified Stock of such Person; (h) all indebtedness, obligations or liabilities secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are otherwise an obligation of such Person to the extent of such Lien; (i) all obligations of such Person for “earnouts”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts, in each case, to the extent required to be reflected as a liability on the balance sheet (excluding any footnotes thereto) of such Person in accordance with GAAP; (j) pension plan liabilities of such Person; (k) Attributable Indebtedness in respect of “Finance Leases” in connection with Sale and Leaseback Transactions; and (l) any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses (a) through (k).

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“Indemnified Taxes” shall mean (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Other Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Ineligible Security” shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

“Insolvency Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such Person’s direct or indirect parent company (a) becomes the subject of a bankruptcy or insolvency proceeding (including any proceeding under Title 11 of the United States Code), or regulatory restrictions, (b) has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it or has called a meeting of its creditors, (c) admits in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (d) with respect to a Lender, such Lender is unable to perform hereunder due to the application of Applicable Law, or (e) in the good faith determination of Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment of a type described in clauses (a) or (b), provided that an Insolvency Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Intellectual Property” shall mean property constituting a patent, copyright, trademark (or any application in respect of the foregoing), service mark, copyright, copyright application, trade name, mask work, trade secrets, design right, assumed name or license or other right to use any of the foregoing under Applicable Law.

“Intellectual Property Claim” shall mean the assertion, by any means, by any Person of a claim that any Borrower’s ownership, use, marketing, sale or distribution of any Inventory, equipment, Intellectual Property or other property or asset is violative of any ownership of or right to use any Intellectual Property of such Person.

“Intellectual Property Security Agreement” shall mean collectively, (i) those certain copyright, trademark and/or patent security agreements, dated as of the Closing Date between the applicable Domestic Loan Party and Agent, and (ii) any copyright, trademark and/or patent security agreements, entered into after the Closing Date between the applicable Domestic Loan Party and Agent, in each case, the form and substance of which shall be satisfactory to Agent.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the Closing Date among Agent, Loan Parties, Loan Parties (as defined in the O&G Credit Agreement) and the O&G Credit Agreement Agent.

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“Interest Period” shall mean the period provided for any Term SOFR Rate Loan pursuant to Section 2.2(b) hereof.

“Interest Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by any Borrower, Guarantor and/or their respective Subsidiaries in order to provide protection to, or minimize the impact upon, such Borrower, any Guarantor and/or their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

“Interest Rate Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Interest Rate Hedge.

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

“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.

“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.

“Inventory” shall mean and include as to each Borrower, all of such Borrower’s inventory (as defined in Article 9 of the Uniform Commercial Code) and all of such Borrower’s goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Borrower’s business or used in selling or furnishing such goods, merchandise and other personal property, and all Documents.

“Investment Payment Conditions” shall mean, at the time of determination with respect to the making of any investment or payment the following conditions shall have been satisfied:

(a) Borrowing Agent shall have provided Agent with at least three (3) Business Days prior written notice of such investment or payment;

(b) no Event of Default shall have occurred or would occur after giving pro forma effect to such investment or payment;

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(c) immediately prior to, and after giving pro forma effect to such Investment or payment, as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8, the Fixed Charge Coverage Ratio is not less than 1.10 to 1.00; provided that for determining compliance with this clause (b) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance, as of the Closing Date, with a Fixed Charge Coverage Ratio that is not less than 1.10 to 1.00; and

(d) immediately prior to, and after giving pro forma effect to such investment or payment, Undrawn Availability on pro forma basis is greater than or equal to twenty-five percent (25%) of the Maximum Revolving Advance Amount; and

(e) to the extent requested, Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“IPM Customer” shall mean any Customer of any Borrower that is a Third Party Payor, that self-pays for Healthcare Services or is a provider of Healthcare Services (including, to the extent applicable, hospitals) under the “traditional provider model”.

“IPM Receivable” shall mean any Receivable arising from a sale by any Borrower to an IPM Customer.

“Issuer” shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and (ii) any other Lender which Agent in its sole discretion shall designate as the issuer of and cause to issue any particular Letter of Credit under this Agreement in place of Agent as issuer.

“Joint Venture Payment Conditions” shall mean, at the time of determination with respect to the making of any Investment in joint ventures the following conditions shall have been satisfied:

(a) no Event of Default shall have occurred or would occur after giving pro forma effect to such Investment,

(b) immediately prior to, and after giving pro forma effect to such Investment, as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8, the Fixed Charge Coverage Ratio is not less than 1.25 to 1.00; provided that for determining compliance with this clause (b) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance, as of the Closing Date, with a Fixed Charge Coverage Ratio that is not less than 1.25 to 1.00;

(c) immediately prior to, and after giving pro forma effect to such Investment, Undrawn Availability on pro forma basis is greater than or equal to twenty-five percent (25%) of the Maximum Revolving Advance Amount; and

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(d) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“Law(s)” shall mean any law(s) (including common law and equitable principles), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, code, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.

“Leasehold Interests” shall mean all of each Domestic Loan Party’s right, title and interest in and to, and as lessee of, the premises identified as leased Real Property on Schedule 4.4 hereto.

“Lender” and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender. For the purpose of provision of this Agreement or any Other Document which provides for the granting of a security interest or other Lien to the Agent for the benefit of Lenders as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation (specifically including any Hedge Liabilities and any Cash Management Liabilities) is owed.

“Lender-Provided Foreign Currency Hedge” shall mean a Foreign Currency Hedge which is provided by PNC or any Affiliate of PNC that: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Foreign Currency Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Lender-Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by PNC or any Affiliate of PNC that: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower

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and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Lessee Consent” means in respect of each Aircraft subject to an Aircraft Lease that is Aircraft Collateral, a document in form and substance reasonably acceptable to the Agent under which, amongst other matters, each relevant lessee acknowledges the interest of the Agent in such Aircraft and agrees that its Aircraft Lease is subject and subordinate to the Other Documents.

“Letter of Credit Application” shall have the meaning set forth in Section 2.12(a) hereof.

“Letter of Credit Borrowing” shall have the meaning set forth in Section 2.14(d) hereof.

“Letter of Credit Fees” shall have the meaning set forth in Section 3.2 hereof.

“Letter of Credit Sublimit” shall mean $10,000,000.

“Letters of Credit” shall have the meaning set forth in Section 2.11 hereof.

“License Agreement” shall mean any agreement between any Loan Party and a Licensor pursuant to which such Loan Party is authorized to use any Intellectual Property in connection with the manufacturing, marketing, sale or other distribution of any Inventory of such Loan Party or otherwise in connection with such Loan Party’s business operations.

“Licensor” shall mean any Person from whom any Loan Party obtains the right to use (whether on an exclusive or non-exclusive basis) any Intellectual Property in connection with such Loan Party’s manufacture, marketing, sale or other distribution of any Inventory or otherwise in connection with such Loan Party’s business operations.

“Licensor/Agent Agreement” shall mean an agreement between Agent and a Licensor, in form and substance satisfactory to Agent, by which Agent is given the unqualified right, vis-á-vis such Licensor, to enforce Agent’s Liens with respect to and to Dispose of any Borrower’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Borrower’s default under any License Agreement with such Licensor.

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction.

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“Lien Waiver Agreement” shall mean an agreement that each applicable Borrower shall cause to be executed within one-hundred and fifty (150) days after the Closing Date in favor of Agent by a Person who owns or occupies premises at which any books and records of any Borrower may be located from time to time in form and substance satisfactory to Agent, provided that, for the avoidance of doubt, each applicable Borrower shall only be required to use commercially reasonable efforts to obtain the foregoing; provided further that if Borrowers are unable to obtain a Lien Waiver Agreement for such location, Agent shall institute a Reserve in an amount equal to three (3) month’s rent for such location against the Formula Amount beginning on the one-hundred and fiftieth (150^th) day after the Closing Date.

“LLC Division” shall mean, in the event a Borrower or Guarantor is a limited liability company, (a) the division of any such Borrower or Guarantor into two or more newly formed limited liability companies (whether or not such Borrower or Guarantor is a surviving entity following any such division) pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar provision under any similar act governing limited liability companies organized under the laws of any other State or Commonwealth or of the District of Columbia, or (b) the adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Body that results or may result in, any such division.

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

“Lockbox Bank” means the applicable bank set forth on Schedule 4.8(i).

“Material Adverse Effect” shall mean (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Loan Parties, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under this Agreement or any Other Document to which any of the Loan Parties is a party, (c) a material adverse effect on the value of the Collateral, or Agent’s Liens on the Collateral or the priority of any such Lien or (d) a material adverse effect on the rights and remedies of the Lenders or the Agent under this Agreement or any Other Document.

“Material Contract” shall mean 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 the Advances) 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 $3,500,000 and is set forth on Schedule 1.2(b).

“Maximum Revolving Advance Amount” shall mean $60,000,000 plus any increases in accordance with Section 2.24.

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“Maximum Swing Loan Advance Amount” shall mean ten percent (10%) of the Maximum Revolving Advance Amount.

“Maximum Undrawn Amount” shall mean, with respect to any outstanding Letter of Credit as of any date, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

“Medicaid” means, collectively, the health care assistance program established by Title XIX of the Social Security Act (42 U.S.C. 1396 et seq.) and any statutes succeeding thereto, and all laws and regulations pertaining to such program, including (a) all federal statutes affecting such program; (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) all applicable provisions of all rules, regulations, manuals, orders and requirements of all Governmental Bodies promulgated in connection with such program that are binding and have the force of law, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) and any statutes succeeding thereto, and all laws and regulations pertaining to such program including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) or elsewhere) affecting such program; and (b) all applicable provisions of all rules, regulations, manuals, orders, and requirements of all Governmental Bodies promulgated in connection with such program that are binding and have the force of law, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare Accelerated and Advance Payment Program” means the Accelerated and Advance Payment Program for Medicare Part A and Part B providers and suppliers.

“Medicare Accelerated Payments” means, collectively, the payments received by certain Loan Parties pursuant to the Medicare Accelerated and Advance Payment Program and described on Schedule 1.2(d) hereto.

“Medicare/Medicaid Reserve” means, as of any date of determination, an amount, which in the Agent’s Permitted Discretion, reserved in respect of (1) any retroactive settlements estimated to be due and owing to Governmental Bodies (which amount, in Agent’s Permitted Discretion, may be equal to or less than such amount) or (2) payment plans that have been established with the appropriate Governmental Body (which amount, in Agent’s sole discretion, may equal (x) so long as no Default or Event of Default exists as of such date of determination, a specific number of installments under such payment plans or (y) in the event that a Default or Event of Default exists as of such date of determination 100% of the amounts due under such payment plans).

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“Minimum Aircraft/Engine Requirements” shall mean, with respect to any Aircraft or Engine, all of the following:

(a) Each Aircraft is airworthy and has in full force and effect a certificate of airworthiness duly issued pursuant to the Act, and each Engine is in serviceable condition and otherwise in the condition required pursuant to the terms and conditions of this Agreement and the Other Documents, other than Aircraft or Engines in long-term storage; provided, that while an Aircraft or Engine is undergoing maintenance and repairs in the Ordinary Course of Business, it will not, solely as a result of such maintenance or repairs, be deemed unairworthy or not in serviceable condition, as applicable;

(b) such Aircraft or Engine is subject to a perfected first priority security interest in favor of Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as O&G Credit Agreement Agent) that satisfies the Perfection Requirements;

(c) if such Aircraft or Engine is subject to an Aircraft Lease, such Aircraft Lease shall satisfy the Minimum Lease Requirements;

(d) such Aircraft or Engine has a certificate of insurance satisfying the requirements of Section 6.6(d) other than Aircraft or Engines in long-term storage;

(e) such Aircraft or Engine shall not be on lease to a Sanctioned Person; and

(f) such Aircraft and Engines are not otherwise deemed ineligible as Aircraft Collateral by Agent in its Permitted Discretion.

“Minimum Lease Requirements” means all of the criteria set forth below; provided that such criteria may be revised from time to time by Agent in its Permitted Discretion to address the results of any information with respect to Borrowers’ business or assets of which Agent becomes aware after the Closing Date pursuant to any field examination or appraisal performed or received by Agent from time to time after the Closing Date. No Aircraft Lease shall meet the Minimum Lease Requirements unless:

(a) such Aircraft Lease is a legal, valid and binding obligation of the related lessee, is enforceable in accordance with its terms (except as may be limited by applicable insolvency, bankruptcy, moratorium, reorganization, or other similar laws affecting enforceability of creditors’ rights generally and the availability of equitable remedies), is in full force and effect and is governed by the law of any state of the United States of America (or other Permitted Foreign Jurisdiction),

(b) such lessee’s obligations under such Aircraft Lease to make scheduled payments is unconditional and not subject to any right of set-off, counterclaim, reduction or recoupment (it being understood that any right of the Lessee to temporarily pause or suspend such Aircraft Lease shall not trigger this clause (b)),

(c) the rent for such Aircraft Lease shall be at commercially reasonable rates and paid to the Aircraft Collateral Owner monthly or on a timely basis,

(d) such Aircraft Lease includes maintenance or redelivery requirements, as necessary when such Aircraft or Engine is being operated to maintain such Aircraft or Engine’s serviceability standards pursuant to the requirements of the FAA or other applicable Governmental Bodies,

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(e) such Aircraft Lease grants permission to sublease only if the primary Lessee thereunder remains obligated under such primary Aircraft Lease, any sublease will be subject and subordinate to the primary Aircraft Lease, and the sublessee’s principal base of operations is situated in the United States of America (or other Permitted Foreign Jurisdiction),

(f) such Aircraft Lease provide that the Lessee shall not create any Liens in respect of such Aircraft or Engine, or any Parts, except for exceptions thereto that are consistent with the Borrowers’ compliance with the corresponding provisions of this Agreement,

(g) such Aircraft Lease allows the Lessee to re-register the Whole Aircraft only so long as the lessor’s and Agent’s interest in such Whole Aircraft (and any Whole Engine installed thereon) is adequately protected in the Permitted Discretion of Agent,

(h) such Aircraft Lease includes general and tax indemnity provisions, with customary exclusions that are consistent with customary practices in the operating lease industry,

(i) all payments under such Aircraft Lease are required to be made in Dollars, and

(j) in respect of any such Aircraft Lease to a lessee that is not an Affiliate of the Borrower, Agent shall have received a Lessee Consent.

“Modified Commitment Transfer Supplement” shall have the meaning set forth in Section 17.3(d) hereof.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” shall mean the mortgage on the Real Property securing the Obligations.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA to which contributions are required or, within the preceding five plan years, were required by any Specified Loan Party or any member of the Controlled Group.

“Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors (including any Specified Loan Party or any member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Negative Pledge Agreements” shall mean those certain Negative Pledge Agreements, in each case, by the applicable Domestic Loan Party party thereto, for the benefit of Agent, encumbering the owned Material Real Property referenced therein, in each case, (x) in form appropriate for recording with the appropriate Governmental Body of the jurisdiction in which the related owned Material Real Property is located and (y) otherwise in form and substance satisfactory to Agent.

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“Net Leverage Ratio” shall mean, as of any date of determination, the ratio of (a) the difference of (x) Funded Debt of the Borrowers on a Consolidated Basis as of such date, minus (y) the amount equal to (I) the aggregate amount of Unrestricted Cash and Cash Equivalents of PHI Group, PHI Corporate, and the Borrowers on a Consolidated Basis as of such date plus (II) the aggregate amount of Unrestricted Cash and Cash Equivalents of PHI Group and PHI Corporate included as a reduction to the numerator of the Net Leverage Ratio (as defined in the O&G Credit Agreement) to (b) Adjusted EBITDA of the Borrowers on a Consolidated Basis for the four (4) fiscal quarters most recently ended.

“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 Borrowing Agent and its Subsidiaries to a third party and (b) in the case of any Disposition, the proceeds thereof in the form of cash or Cash Equivalents, net of:

(1) brokerage commissions and other fees and expenses (including reasonable and documented fees and expenses of legal counsel, accountants and investment banks) of such Disposition;

(2) provisions for taxes payable as a result of such Disposition (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 Borrowing Agent or any Subsidiary) owning a beneficial interest in the assets subject to the Disposition or having a Lien thereon or in order to obtain a necessary consent to such Disposition 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 Disposition; and

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

“New Lender” shall have the meaning set forth in Section 2.24(a) hereof.

“Non-Contract Healthcare Receivables” shall mean Receivables owed from Third Party Payors that are not subject to a commercial contract between a Borrower and any such Third Party Payor.

“Non-Defaulting Lender” shall mean, at any time, any Lender holding a Revolving Commitment that is not a Defaulting Lender at such time.

“Non-Government Payors” means any Third Party Payors other than the Government Reimbursement Programs.

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“Non-Qualifying Party” shall mean any Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

“Note” shall mean collectively, the Revolving Credit Notes, the Term Notes, and the Swing Loan Notes.

“O&G Borrower” shall mean each “Borrower” under the O&G Credit Agreement.

“O&G Credit Agreement” shall mean that certain Revolving Credit, Term Loan and Security Agreement, dated as of the Closing Date, by and among PHI Aviation, LLC as borrowing agent, the other loan parties from time to time party thereto, the financial institutions party thereto from time to time as lenders and the O&G Credit Agreement Agent, as the same may be amended, amended and restated, replaced and restated, extended, supplemented and/or otherwise modified from time to time.

“O&G Credit Agreement Agent” shall mean PNC Bank, National Association, as agent under the O&G Credit Agreement.

“O&G Credit Documents” shall mean the O&G Credit Agreement and each Other Document (as defined in the O&G Credit Agreement) executed in connection therewith.

“O&G Loans” shall mean the loans and other Indebtedness evidenced by the O&G Credit Documents.

“Obligations” shall mean and include (i) any and all loans (including without limitation, all Advances and Swing Loans), advances, debts, liabilities, obligations (including without limitation all reimbursement obligations and cash collateralization obligations with respect to Letters of Credit issued hereunder), covenants and duties owing by any Borrower or Guarantor under this Agreement or any Other Document (and any amendments, extensions, renewals or increases thereto), to Issuer, Swing Loan Lender, Lenders or Agent (or to any other direct or indirect subsidiary or affiliate of Issuer, Swing Loan Lender, any Lender or Agent) of any kind or nature, present or future (including any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and expenses of any Person payable by any Borrower and any indemnification obligations payable by any Borrower arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Borrower, whether or not a claim for post-filing or post-petition interest, fees or other amounts is allowable or allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise including all costs and expenses of Agent, Issuer, Swing Loan Lender and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations of any Borrower to Agent, Issuer, Swing Loan Lender or Lenders to perform acts or refrain from taking any action, (ii) all Hedge Liabilities and (iii) all Cash Management Liabilities. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities.

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“Ordinary Course of Business” shall mean, with respect to the applicable Loan Parties (taken as a whole), the ordinary course of such Loan Parties’ business as conducted on the Closing Date and reasonable extensions thereof.

“Organizational Documents” shall mean, with respect to any Person, any charter, articles or certificate of incorporation, certificate of organization, registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited liability company agreement, or partnership agreement of such Person and any and all other applicable documents relating to such Person’s formation, organization or entity governance matters (including any shareholders’ or equity holders’ agreement or voting trust agreement) and specifically includes, without limitation, any certificates of designation for preferred stock or other forms of preferred equity.

“Original Credit Agreement” shall have the meaning set forth in the Recitals.

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

“Other Documents” shall mean the Notes, the Perfection Certificates, each Fee Letter, any Guaranty, any Security Agreement, any Mortgage, any Aircraft Mortgage, any Aircraft Collateral Certificate, any Factor Tri-Party Agreement, any Lessee Consent, any Subordination Acknowledgment, any Pledge Agreement, any Negative Pledge Agreement, any Lender-Provided Interest Rate Hedge, any Lender-Provided Foreign Currency Hedge, any Cash Management Products and Services, the Intellectual Property Security Agreement, Lien Waiver Agreements, and any and all other agreements, instruments and documents, the Intercreditor Agreement, any other intercreditor agreements, guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter executed by any Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement, in each case together with all extensions, renewals, amendments, supplements, modifications, substitutions and replacements thereto and thereof.

“Other Taxes” shall mean all present or future stamp or documentary taxes, charges or similar levies arising from any payment made hereunder or under any Other Document or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest, or otherwise with respect to, this Agreement or any Other Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.11).

“Out-of-Formula Loans” shall have the meaning set forth in Section 17.2(e) hereof.

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“Overnight Bank Funding Rate” shall mean, for any, day the rate per annum (based on a year of 360 days and actual days elapsed) comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by such Federal Reserve Bank (or by such other recognized electronic source (such as Bloomberg) selected by the Agent for the purpose of displaying such rate) (an “Alternate Source”); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.

“Parent” of any Person shall mean a corporation or other entity owning, directly or indirectly, 50% or more of the Equity Interests issued by such Person having ordinary voting power to elect a majority of the directors of such Person, or other Persons performing similar functions for any such Person.

“Part” means any as removed, overhauled, serviceable, repairable or expendable appliance, propeller, rotor, part (including but not limited to any “appliances” and “spare parts” as defined in §40102(a) of the Act), component, line replacement unit, accessory, instrument or other item of equipment of whatever nature (other than complete Airframes, airframes, Engines or other engines) which are now or hereafter maintained as spare parts or appliances in respect of helicopters by or on behalf of a Borrower at the Spare Parts Locations in connection with any Airframe or Engine. 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” shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

“Participation Advance” shall have the meaning set forth in Section 2.14(d) hereof.

“Participation Commitment” shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a participation equal to its Revolving Commitment Percentage (subject to any reallocation pursuant to Section 2.22(b)(iii) hereof) in the Swing Loans made by Swing Loan Lender hereunder as provided for in Section 2.4(c) hereof and in the Letters of Credit issued hereunder as provided for in Section 2.14(a) hereof.

“Participant Register” shall have the meaning set forth in Section 17.3(b).

“Payment Office” shall mean initially Two Tower Center Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if any, which it may designate by notice to Borrowing Agent and to each Lender to be the Payment Office.

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“Payment Recipient” has the meaning assigned to it in Section 14.14(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“Pension Benefit Plan” shall mean at any time any “employee pension benefit plan” as defined in Section 3(2) of ERISA (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Sections 412, 430 or 436 of the Code and either (i) is maintained or to which contributions are required by Specified Loan Party or any member of the Controlled Group or (ii) has at any time within the preceding five years been maintained or to which contributions have been required by a Specified Loan Party or any entity which was at such time a member of the Controlled Group.

“Perfection Certificates” shall mean, collectively, the information questionnaires and the responses thereto provided by each Loan Party and delivered to Agent.

“Perfection Requirements” shall have the meaning ascribed to it in Section 4.13.

“Permitted Acquisition” shall mean any acquisition by any Specified Loan Party, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person as long as the following conditions are satisfied (unless waived in writing by Agent):

(a) Agent shall have received at least five (5) Business Days’ prior written notice of such proposed acquisition, which notice shall include a reasonably detailed description of such proposed acquisition;

(b) all transactions in connection therewith shall be consummated in accordance with all material Applicable Laws;

(c) (i) no Event of Default shall have occurred or would occur after giving pro forma effect to such acquisition, (ii) immediately prior to, and after giving pro forma effect to such acquisition, as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8, the Fixed Charge Coverage Ratio is not less than 1.25 to 1.00; provided that for determining compliance with this clause (ii) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance, as of the Closing Date, with a Fixed Charge Coverage Ratio that is not less than 1.25 to 1.00; (iii) immediately prior to, and after giving pro forma effect to such acquisition, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and (iv) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions;

(d) Equity Interests of any Person or assets acquired by such Loan Party, shall be clear and free of all Liens (other than Permitted Encumbrances);

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(e) any Person or assets or division as acquired in accordance herewith shall be in the same business or lines of business in which the Specified Loan Parties are engaged or businesses or lines of business that are reasonably related or incidental thereto or which the Borrowers have determined in good faith to be reasonable expansion of or accretive to such business or lines of businesses;

(f) the assets being acquired (other than (i) a de minimis amount of assets in relation to the assets being acquired or (ii) assets otherwise acceptable to Agent in its Permitted Discretion) are located within the United States or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States;

(g) the acquisition shall have been approved by the board of directors or other governing body or controlling Person of the Person acquired or the Person from whom such assets or division is acquired;

(h) in the case of a merger or consolidation, the applicable Specified Loan Party shall be the continuing and surviving entity;

(i) on or about the closing of such acquisition, Agent shall be granted a first priority perfected Lien (subject to Permitted Encumbrances) in the assets and Equity Interests of such acquisition target or newly formed Subsidiary of the applicable Specified Loan Party in connection with such acquisition and such acquisition target or newly formed Subsidiary shall become a Borrower hereunder or a Guarantor (to be determined by Agent in its Permitted Discretion), in each case, pursuant to Section 7.12;

(j) concurrently with the delivery of the notice referred to in clause (a) above, Borrowing Agent shall have delivered to Agent, in form and substance satisfactory to Agent in its Permitted Discretion a certificate of an Authorized Officer of Borrowing Agent to the effect that Borrowers and their Subsidiaries on a consolidated basis will be solvent upon the consummation of the proposed acquisition;

(k) on or prior to the date of such proposed acquisition, Agent shall have received copies of the applicable Permitted Acquisition Agreement and related material agreements and instruments, certificates, lien search results and other documents reasonably requested by Agent; and

(l) the total cash purchase component (including without limitation, all assumed liabilities, all earn-out payments and deferred payments with respect to such acquisitions) does not exceed $100,000,000 in the aggregate throughout the Term.

“Permitted Acquisition Agreement” shall mean any purchase agreement entered into by any Loan Party in connection with a Permitted Acquisition, in each case, including all exhibits, annexes, schedules and attachments thereto.

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“Permitted Aircraft Liens” means (a) 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, (b) 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, (c) Liens which arise by virtue of any act or omission of a lessee under an Aircraft Lease or a Person claiming by or through any such lessee (whether permitted by the terms of the relevant Aircraft Lease or in contravention thereof) so long as, in the case of any Lien that is in contravention of the terms of the relevant Aircraft Lease, the Borrower and any applicable Loan Party or Subsidiary thereof is using commercially reasonable efforts to cause such Lien to be lifted promptly, or otherwise to enforce its rights and remedies under the applicable Aircraft Lease promptly upon becoming aware of such Lien, and in respect of any proceedings regarding such Lien, such proceedings 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 Assignees” shall mean: (a) Agent, any Lender or any of their direct or indirect Affiliates; (b) any fund that is administered or managed by Agent or any Lender, an Affiliate of Agent or any Lender or a related entity; and (c) any Person to whom Agent or any Lender assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Agent’s or Lender’s rights in and to a material portion of such Agent’s or Lender’s portfolio of asset-based credit facilities.

“Permitted Business” means (i) commercial helicopter services of all types worldwide, including, without limitation, (a) helicopter transportation services to the search and rescue, oil and gas and renewable energies industries, (b) helicopter maintenance and repair services, (c) related software and technologies and (d) ground and air ambulatory services, including but not limited to air medical transportation for hospitals and for emergency service agencies and related rotary and fixed-wing aircraft and charter services and (ii) businesses that are reasonably related thereto or reasonable extensions thereof.

“Permitted Discretion” means a determination made in good faith and in the exercise (from the perspective of a secured asset-based lender) of commercially reasonable business judgment, proportionately applied, in accordance with customary industry practice for similar secured asset-based lending facilities, based upon its consideration of any factor that it believes could adversely affect the quantity, quality, mix or value of Collateral (including any Applicable Laws that may inhibit collection of a Receivable) or the enforceability or priority of the Agent’s liens thereon, or the amount that the Agent, the Lenders or any other Secured Party could receive in liquidation of any Collateral; provided that any such determination made by the Agent shall have a reasonable and proportional relationship to circumstances, conditions, events or contingencies which are the basis for such determination.

“Permitted Encumbrances” shall mean: (a) Liens in favor of Agent for the benefit of Agent and Lenders, including without limitation, Liens securing Hedge Liabilities and Cash Management Products and Services; (b) Liens for Taxes not delinquent or being Properly Contested; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds

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and other obligations of like nature arising in the Ordinary Course of Business; (e) Liens arising by virtue of the rendition, entry or issuance against any Borrower or any Subsidiary, or any property of any Borrower or any Subsidiary, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 10.6 hereof; (f) carriers’, repairmens’, mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due or which are being Properly Contested; (g) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other charges or encumbrances, in each case, which do not interfere in any material respect with the Ordinary Course of Business of Borrowers and their Subsidiaries; (h) Liens on assets of Foreign Subsidiaries of Borrowers in connection with the Indebtedness described in clause (i) of the definition of Permitted Indebtedness; (i) 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, (j) 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, (k) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrowers or any of their Subsidiaries, including rights of offset and setoff, (l) precautionary Liens arising from filing Uniform Commercial Code financing statements regarding true leases, (m) Permitted Aircraft Liens, (n) Liens disclosed on Schedule 1.2(a); provided that such Liens shall secure only those obligations which they secure on the Closing Date and shall not subsequently apply to any other property or assets of any Borrower other than the property and assets to which they apply as of the Closing Date, (o) Liens securing the Indebtedness permitted under clauses (f) and (l) of the definition of Permitted Indebtedness, (p) Liens on assets financed with Purchase Money Indebtedness securing Indebtedness permitted under clause (k) of the definition of Permitted Indebtedness, (q) Liens to secure Attributable Indebtedness or to secure Indebtedness permitted pursuant to clause (o) of the definition of “Permitted Indebtedness”; provided that any such Lien shall not extend to or cover any assets of any Borrower or any Subsidiary other than the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is incurred or the assets which are the subject of the Indebtedness incurred pursuant to such clause (o), as applicable, (r) 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, (s) leases or subleases granted to others that do not materially interfere with the Ordinary Course of Business of the Borrowers or any of their Subsidiaries, (t) Liens in connection with the Permitted Factoring Arrangements that do not attach to any Collateral other than Receivables sold in connection with such Permitted Factoring Arrangement and (u) Liens in favor of the O&G Credit Agreement Agent incurred pursuant to the O&G Credit Documents.

“Permitted Factoring Arrangements” means the sale of Receivables by a Borrower in the Ordinary Course of Business so long as (a) the Customer is a Person approved in writing by the Agent (such approval not to be unreasonably withheld), (b) such sale is made pursuant to documentation in form and substance reasonably satisfactory to the Agent, (c) Agent shall have received a duly executed tri-party agreement among the applicable Borrowing Agent and the

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applicable factor, in form and substance reasonably satisfactory to Agent (“Factor Tri-Party Agreement”), and (d) the net cash proceeds from such sale are deposited in an account established with the Agent or in a Blocked Account at a Blocked Account Bank and subject to a deposit account control agreement, in form and substance reasonably satisfactory to Agent. Subject to Section 6.18, the factoring of Receivables owing by ENI Petroleum Co. Inc. pursuant to that certain Receivables Purchase Agreement dated as of January 13, 2022, between PHI Aviation and JPMorgan Chase Bank, N.A. shall be deemed a Permitted Factoring Arrangement.

“Permitted Foreign Jurisdiction” shall have the meaning set forth in Section 4.13 hereof.

“Permitted Indebtedness” shall mean: (a) the Obligations; (b) Indebtedness arising under the Permitted Factoring Arrangements; (c) any guarantees of Indebtedness permitted under Section 7.3 hereof; (d) any Indebtedness (including any Indebtedness between and among Loan Parties and/or Subsidiaries) listed on Schedule 5.8(b)(ii) hereof and any refinancing thereof that does not increase the original aggregate principal amount of such Indebtedness (other than with respect to amounts increased relating to fees, premiums, commissions and discounts relating to such refinancing and a roll-up of accrued interest); (e) Indebtedness consisting, and in accordance with the requirements of, of Permitted Loans made by one or more Borrower(s) to any other Borrower(s) or any of their respective Subsidiaries; (f) Interest Rate Hedges and Foreign Currency Hedges that are entered into by Borrowers or any of their Subsidiaries to hedge their risks with respect to outstanding Indebtedness of, or foreign currency exposures of, the Borrowers or any of their Subsidiaries, in each case, not for speculative or investment purposes; (g) Permitted Loans between non-Loan Parties (who nonetheless are Affiliates of any Borrower); (h) Indebtedness arising in connection with endorsement of instruments for deposit in the Ordinary Course of Business, (i) Indebtedness in the form of local working capital and term loan facilities incurred by Foreign Subsidiaries of Borrowers in an aggregate principal amount not to exceed $30,000,000 pursuant to this clause (i) as long as (i) no Borrower (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 Borrower 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 Borrower 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, (j) 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 Borrower in the Ordinary Course of Business; (k) Purchase Money Indebtedness incurred by the Borrowers or any of their Subsidiaries, which Indebtedness, if incurred other than in connection with the purchase of new Aircraft permitted pursuant to clause (o) of this definition, shall not exceed $10,000,000 at any time outstanding, (l) other secured Indebtedness of any Borrower or any of its Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding; (m) unsecured Indebtedness of any Borrower or any of its Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding; (n) Attributable Indebtedness in connection with Sale and Leaseback Transactions, which Attributable Indebtedness, if incurred (other than in connection with (i) the purchase of new Aircraft or (ii) Attributable Indebtedness relating to a Sale and Leaseback Transaction whereby the applicable lease is characterized as a “true lease” or an “operating lease”), shall not exceed $50,000,000 at any time outstanding; (o) Indebtedness incurred to finance the

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purchase of new Aircraft (or finance already purchased Aircraft) and related assets so long as, immediately prior to and after such incurrence, the Domestic Aircraft Collateral NOLV is greater than or equal to $75,000,000; (p) Indebtedness incurred in connection with the O&G Credit Documents; and (q) Indebtedness by and among any Borrower and any Subsidiary in connection with a Permitted IPO Reorganization; provided that all such Indebtedness owed by a Loan Party to a non-Loan Party is subject to an intercompany subordination agreement in form and substance acceptable to the Agent.

“Permitted Investments” shall mean investments in: (a) obligations issued or guaranteed by the United States of America or any agency thereof; (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating); (c) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency; (d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof; (e) Permitted Loans; (f) Investments in any Loan Party by a Loan Party; (g) Investments in any Loan Party by any Subsidiary; (h) Investments in the Ordinary Course of Business by any Loan Party in a non-Loan Party that is a Subsidiary of a Borrower not to exceed $40,000,000 outstanding at any time in the aggregate; (i) Investments in existence on the Closing Date and listed on Schedule 7.4 and any amendments, renewals or replacements thereof that do not exceed the amount of such Investment; (j) Investments in Cash Equivalents so long as subject to and in accordance with Article IV; (k) Investments in joint ventures in a Permitted Business not to exceed $20,000,000 in the aggregate for all such Investments subject to satisfaction of the Joint Venture Payment Conditions; (l) any Permitted Acquisitions; (m) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the Ordinary Course of Business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the Ordinary Course of Business; (n) Investments pursuant to any Permitted Factoring Arrangements; (o) any Investments reasonably necessary to consummate a Permitted IPO Reorganization; (p) any Investments consisting of Sale and Leaseback Transactions or Capital Expenditures in the Ordinary Course of Business; (q) subject to satisfaction of the Investment Payment Conditions, other Investments by the Borrower or any of its Subsidiaries in an aggregate amount not to exceed $50,000,000 at any time outstanding; and (s) following the earlier of the occurrence of a Qualifying IPO or the Separation Date, the licensing of Intellectual Property to Affiliates of the pre-Separation Date Loan Parties consistent with prior practice in the Ordinary Course of Business.

“Permitted IPO Reorganization” shall mean, at the election of the Borrowers in their sole discretion, any transactions or actions taken in connection with and reasonably related to consummating an initial public offering (including any tax sharing arrangements or tax receivable agreements entered into in connection therewith on customary terms for similar transactions), with any of the Borrowing Agent, PHI Aviation, PHI Group and/or PHI Corporate as the Person (and/or any holding companies on behalf of such Person) subject to the public offering, so long as (i) after giving effect thereto, the Liens of the Agent in the Collateral and the value of all Guaranties given by the Guarantors, taken as a whole, are not adversely impaired, (ii) immediately prior to and after

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giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iii) the surviving Person shall be organized under the laws of a State in the United States of America, and if a Borrower is involved in such transaction, such surviving Person shall be a Borrower, (iv) shall be a the Loan Parties immediately prior to giving effect thereto continue to be Loan Parties immediately after giving effect thereto (or their successors as a result thereof are or become Loan Parties no later than immediately after giving effect thereto), (v) the assets and property constituting Collateral immediately prior to giving effect thereto continue to constitute Collateral immediately after giving effect thereto, (vi) the revenues and the cash and Cash Equivalents of the Loan Parties (taken as a whole) on a pro forma basis for the most recent period for which financial statements were delivered pursuant to Section 9.7 or 9.8, as applicable, shall not be reduced as a result thereof, (vii) not less than ten (10) Business Days (or such shorter period as may be agreed by the Agent in its sole discretion) prior to any such transactions or actions, the Borrowing Agent shall deliver to the Agent written notice of such transactions or actions and a general description of such transactions or actions to be taken, (viii) Agent shall have received all documents and information, including without limitation, joinders, supplemental schedules and legal opinions it may reasonably require in connection with the joinder of any new Borrower or Loan Party as required to comply with the foregoing, (ix) in connection with such transaction, not less than ten (10) Business Days (or such shorter period as may be agreed by the Agent in its sole discretion), Agent shall have received a Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and (x) in the good faith determination of the Borrowing Agent, such transactions are not materially disadvantageous to the Agent or the Lenders, taken as a whole.

“Permitted Loans” shall mean: (a) the extension of trade credit by a Borrower to its Customer(s), in the Ordinary Course of Business in connection with a sale of Inventory or rendition of services, in each case on open account terms; (b) loans to employees in the Ordinary Course of Business not to exceed $1,500,000 in the aggregate at any time outstanding; (c) intercompany loans from a Foreign Subsidiary of a Loan Party to another Foreign Subsidiary of a Loan Party, and (d) intercompany loans (i) existing on the Closing Date, (ii) between Loan Parties and other Loan Parties, (iii) from a non-Loan Party (who nonetheless is an Affiliate of any Borrower) to a Loan Party and (iv) from a Loan Party to a non-Loan Party that is a Subsidiary of a Borrower after the Closing Date in the Ordinary Course of Business and in an amount (such amount so calculated net of the amount of all intercompany loans owed to Loan Parties from non-Loan Parties) not to exceed $40,000,000 at any time outstanding; provided that (i) the Agent shall have the right to request that each such intercompany loan is evidenced by a promissory note (including, if applicable, any master intercompany note executed by Loan Parties and/or applicable Subsidiaries) on terms and conditions (including terms subordinating payment of the indebtedness evidenced by such note to the prior payment in full of all Obligations) acceptable to Agent in its sole discretion that has been delivered to Agent either endorsed in blank or together with an undated instrument of transfer executed in blank by the applicable Borrower(s) that are the payee(s) on such note and (ii) no such promissory note shall be required to be delivered prior to the date that is sixty (60) days after the Closing Date (or such later date of delivery as may be agreed to by the Agent in its reasonable discretion).

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“Person” shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

“PHI Aviation” shall have the meaning set forth in the Recitals to this Agreement and shall include its successors and assigns.

“PHI Corporate” shall mean PHI CORPORATE, LLC, a Delaware limited liability company.

“PHI Group” shall mean PHI GROUP, INC., a Delaware corporation.

“PHI Health” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“PHI Helipass” shall have the meaning set forth in the Recitals to this Agreement and shall include its successors and assigns.

“PHI Tech Services” shall have the meaning set forth in the Recitals to this Agreement and shall include its successors and assigns.

“Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan but not a Multiemployer Plan, as defined herein) maintained by any Specified Loan Party or any of its Subsidiaries or with respect to which any Specified Loan Party or any of its Subsidiaries has any liability.

“Pledge Agreement” shall mean any pledge agreement by any Person to secure the Obligations.

“Pledged Equity” shall mean the pledged Equity Interests listed on Schedule 5.24 with the percentages described under the column “Ownership Pledged”, together with any other Equity Interests, certificates, options, or rights or instruments pledged hereunder in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Loan Party while this Agreement is in effect.

“PNC” shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.

“Pro Forma Financial Statements” shall have the meaning set forth in Section 5.5(b) hereof.

“Pro Forma Funds Flow” shall have the meaning set forth in Section 5.5(a) hereof.

“Projections” shall have the meaning set forth in Section 5.5(b) hereof.

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“Properly Contested” shall mean, in the case of any Indebtedness, Lien or Taxes, as applicable, of any Person that are not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien or Taxes, as applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the non-payment of such Indebtedness or Taxes will not have a Material Adverse Effect or will not result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness or taxes unless such Lien (x) does not attach to any Receivables or Inventory, (y) is at all times junior and subordinate in priority to the Liens in favor of the Agent (except only with respect to property Taxes that have priority as a matter of applicable state law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; and (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review.

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

“Protective Advances” shall have the meaning set forth in Section 17.2(f) hereof.

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of any Borrower or any 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 such Borrower or any such 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 such Borrower or such Subsidiary or such installation, construction or improvement.

“Purchasing CLO” shall have the meaning set forth in Section 17.3(d) hereof.

“Purchasing Lender” shall have the meaning set forth in Section 17.3(c) hereof.

“Q Investments” shall mean 5 Essex, LLC (“5 Essex”), its manager Renegade Swish, LLC (“RS”), and any entity that directly, or indirectly, controls, is controlled by, or is under common control with, either of 5 Essex or RS.

“Qualified ECP Loan Party” shall mean each Borrower or Guarantor that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

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“Qualifying IPO” means the issuance by Borrowing Agent or any direct or indirect parent of Borrowing Agent of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“RCRA” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“Real Property” shall mean all of the owned and leased premises identified on Schedule 4.4 hereto or in and to any other premises or real property that are hereafter owned or leased by any Domestic Loan Party.

“Receivables” shall mean and include, as to each Borrowing Base Party, all of such Borrowing Base Party’s accounts (as defined in Article 9 of the Uniform Commercial Code) and all of such Borrowing Base Party’s contract rights, instruments (including those evidencing indebtedness owed to such Borrowing Base Party, by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to such Borrowing Base Party arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

“Register” shall have the meaning set forth in Section 17.3(e) hereof.

“Reimbursement Obligation” shall have the meaning set forth in Section 2.14(b) hereof.

“Release” shall have the meaning set forth in Section 5.7(c)(i) hereof.

“Reportable Compliance Event” shall mean that (1) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty or enters into a settlement with an Governmental Body in connection with any economic sanctions or other Anti-Terrorism Law or Anti-Corruption law, or any predicate crime to any Anti-Terrorism Law or Anti-Corruption Law, or violates any Anti-Terrorism Law or Anti-Corruption Law; (2) any Covered Entity engages in a transaction that has caused the Lenders or Agent to be in violation of any Anti-Terrorism Law, including a Covered Entity’s use of any proceeds of the credit facility to fund any operations in, finance any investments or activities in, or, make any payments to, directly or indirectly, a Sanctioned Jurisdiction or Sanctioned Person; (3) any Collateral becomes Embargoed Property; or (4) any Covered Entity otherwise violates any of the representations in Section 5.35, or any covenant in Section 6.21 or Section 7.21.

“Reportable ERISA Event” shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder.

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“Reporting Trigger Period” shall mean the period commencing upon (i) the occurrence and continuance of an Event of Default or (ii) the date on which Borrowers’ Facility Availability is less than twenty five percent (25%) of the Maximum Revolving Advance Amount at any time and ending on the first date thereafter upon which (x) with respect to clause (i), such Event of Default has been waived in writing or cured in accordance with the terms of this Agreement, and (y) with respect to clause (ii), when Borrowers have Facility Availability, for thirty (30) consecutive days, equal to or exceeding twenty five percent (25%) of the Maximum Revolving Advance Amount.

“Required Cape Town Registrations” shall have the meaning set forth in Section 4.13(c)(i) hereof.

“Required Lenders” shall mean Lenders (not including Swing Loan Lender (in its capacity as such Swing Loan Lender) or any Defaulting Lender) holding at least fifty-one percent (51%) of either (a) the aggregate of (x) the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender) and (y) outstanding principal amount of the Term Loan or (b) after the termination of all Commitments of Lenders hereunder, the sum of (x) the outstanding Revolving Advances, Swing Loans, and Term Loans, plus the Maximum Undrawn Amount of all outstanding Letters of Credit.

“Reserves” shall mean reserves against the Formula Amount, including without limitation the Medicare/Medicaid Reserve, as Agent may reasonably deem proper and necessary from time to time in accordance with its Permitted Discretion; provided notwithstanding anything herein to the contrary, (i) Reserves shall not duplicate the effect of eligibility criteria contained in the definition of Eligible IPM Receivables (including any of the component definitions thereof) or any other Reserve then established, (ii) the establishment or increase of any Reserve will bear a reasonable relationship to the event, condition or other matter that is the basis for such Reserve or increase, upon at least five (5) Business Days’ prior written notice (which notice may be delivered via email) to the Borrowing Agent (which notice will include a reasonably detailed description of the Reserve being established), (iii) during such five (5) Business Day period, the Agent will, if requested, discuss any such new or modified Reserve with the Borrowing Agent, and the Borrowing Agent may take such action as may be required so that the event, condition or matter that is the basis for such new or modified Reserve no longer exists or exists in a manner that would result in the establishment of a lower Reserve, in each case, in a manner and to the extent reasonably satisfactory to the Agent, (iv) except to the extent set forth on the most recent Borrowing Base Certificate approved by the Agent on or prior to the Closing Date, any circumstances, conditions, events or contingencies existing or arising prior to the Closing Date disclosed in writing in any field examination or appraisal delivered to the Agent in connection herewith or otherwise disclosed to the Agent, in either case, prior to the Closing Date, shall not be the basis for any establishment of any Reserves after the Closing Date, unless such circumstances, conditions, events or contingencies shall have changed in a material respect since the Closing Date, and (v) solely to the extent not duplicative of any Reserves (as defined in the O&G Credit Agreement), Agent may implement Reserves to secure outstanding exposure of any Cash Management Liabilities and Hedge Liabilities of the Loan Parties (other than PHI Aviation, PHI Helipass and PHI Tech Services) owing to Agent and its Affiliates; provided such Reserves shall only be established hereunder in reliance on this clause (v) to the extent such Loan Party is the primary direct obligor on such outstanding exposure and not whereby such outstanding exposure is attributable to it by virtue of its guarantee of any such Cash Management Liabilities or Hedge Liabilities of another Loan Party.

“Responsible Officer” of any Person means any Executive Officer or Financial Officer of such Person.

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“Restricted Payment” means any dividend or distribution on any Equity Interests of any Borrower or any of its Subsidiaries (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or application of any funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or any options to purchase or acquire any Equity Interest of any Borrower or its Subsidiaries.

“Restricted Payment Conditions” shall mean, at the time of determination with respect to payment of any Restricted Payment pursuant to Section 7.7, as applicable, the following conditions shall be satisfied:

(a) there shall be no more than one (1) Restricted Payment made during any fiscal quarter pursuant to Section 7.7(a);

(b) such Restricted Payment shall be made after Agent’s receipt of the quarterly financial statements in accordance with Section 9.8;

(c) no Event of Default shall have occurred or would occur after giving pro forma effect to such Restricted Payment;

(d) immediately prior to, and after giving pro forma effect to such Restricted Payment, as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8, the Fixed Charge Coverage Ratio (Dividends) is not less than 1.10 to 1.00;

(e) the amount of such Restricted Payment shall not exceed the Excess Cash on Hand;

(f) immediately prior to, and after giving pro forma effect to such Restricted Payment, (x) Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount, and (y) the Usage Amount is $20,000,000 or less; and

(g) Agent shall have received a Compliance Certificate and, if requested by Agent, any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“Revolving Advances” shall mean Advances other than Letters of Credit, the Term Loan and the Swing Loans.

“Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to make Revolving Advances and participate in Swing Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount (if any) of such Lender.

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“Revolving Commitment Amount” shall mean, (i) as to any Lender other than a New Lender, the Revolving Commitment amount (if any) set forth opposite such Lender’s name on Schedule 1.2(c) (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 17.3(c) or (d) hereof, the Revolving Commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment amount provided for in the joinder signed by such New Lender under Section 2.24(a)(x), in each case as the same may be adjusted upon any increase by such Lender pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 17.3(c) or (d) hereof.

“Revolving Commitment Percentage” shall mean, (i) as to any Lender other than a New Lender, the Revolving Commitment Percentage (if any) set forth opposite such Lender’s name on Schedule 1.2(c) (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 17.3(c) or (d) hereof, the Revolving Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment Percentage provided for in the joinder signed by such New Lender under Section 2.24(a)(ix), in each case as the same may be adjusted upon any increase in the Maximum Revolving Advance Amount pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 17.3(c) or (d) hereof.

“Revolving Credit Note” shall mean, collectively, the promissory notes referred to in Section 2.1(a) hereof, each as amended, restated or otherwise modified from time to time.

“Revolving Interest Rate” shall mean (a) with respect to Revolving Advances that are Domestic Rate Loans and Swing Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to Revolving Advances that are Term SOFR Rate Loans, the sum of the Applicable Margin plus the Term SOFR Rate plus the Term SOFR Rate Adjustment; provided that if the sum of the Term SOFR Rate plus the Term SOFR Rate Adjustment as so determined shall ever be less than the SOFR Floor, then the Revolving Interest Rate with respect to Revolving Advances that are Term SOFR Rate Loans shall be the sum of the Applicable Margin plus the SOFR Floor.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.

“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; provided that (x) in no event shall the Sale and Leaseback Transactions permitted under this Agreement (other than in connection with (i) the purchase of new Aircraft or (ii) Sale and Leaseback Transactions that are characterized as a “true lease” or an “operating lease”) exceed $50,000,000 in the aggregate, and (y) the Net Proceeds received in respect of the Sale and Leaseback Transactions at any time when the Domestic Aircraft Collateral NOLV is less than $75,000,000 shall be applied in accordance with Section 2.20(a)(i).

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“Sanctioned Jurisdiction” shall mean a country subject to a comprehensive sanctions program maintained under any Anti-Terrorism Law, including Cuba, Iran, North Korea, Syria, and the Crimea Region of Ukraine.

“Sanctioned Person” shall mean (a) a Person that is the subject of sanctions administered by OFAC or the U.S. Department of State (“State”), including by virtue of being (i) named on OFAC’s list of “Specially Designated Nationals and Blocked Persons”; (ii) organized under the laws of, ordinarily resident in, or physically located in a Sanctioned Jurisdiction; (iii) owned or controlled 50% or more in the aggregate, by one or more Persons that are the subject of sanctions administered by OFAC; (b) a Person that is the subject of sanctions maintained by the European Union (“E.U.”), including by virtue of being named on the E.U.’s “Consolidated list of persons, groups and entities subject to E.U. financial sanctions” or other, similar lists; or (c) a Person that is the subject of sanctions maintained by the United Kingdom (“U.K.”), including by virtue of being named on the “Consolidated List Of Financial Sanctions Targets in the U.K.” or other, similar lists.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Secured Parties” shall mean, collectively, Agent, Issuer, Swing Loan Lender and Lenders, together with any Affiliates of Agent or any Lender to whom any Hedge Liabilities or Cash Management Liabilities are owed and with each other holder of any of the Obligations, and the respective successors and assigns of each of them.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Agreement” shall mean any security agreement executed by any Loan Party in favor of Agent securing the Obligations; provided it being understood and agreed that the provisions contained in Article IV hereof constitute a Security Agreement.

“Separation Date” shall mean the date of the Separation Transaction so long as the Separation Date Financial Trigger Conditions shall have been satisfied.

“Separation Date Financial Trigger Conditions” shall mean, at the time of determination, the following conditions shall have been satisfied:

(a) no Event of Default shall have occurred or would occur after giving pro forma effect (including release of the Separation Date Guarantors) to the Separation Transaction;

(b) immediately prior to, and after giving pro forma effect (including release of the Separation Date Guarantors) to the Separation Transaction, the sum of (i) Undrawn Availability on a pro forma basis plus (ii) Controlled Cash and Cash Equivalents of the Loan Parties is greater than or equal to $20,000,000;

(c) immediately prior to, and after giving pro forma effect (including release of the Separation Date Guarantors) to the Separation Transaction, as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8, the Fixed Charge Coverage Ratio is not less than 1.10 to 1.00; and

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(d) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“Separation Transaction” shall mean the complete separation of the cash management structure of the Borrowers from the cash management structure under the O&G Credit Documents as determined by the Borrowers in good faith in consultation with the Agent; provided, such cash management separation shall result in the deposit and securities accounts of, or used in the Ordinary Course of Business by, the Borrowers being owned by a Borrower.

“Settlement” shall have the meaning set forth in Section 2.6(d) hereof.

“Settlement Date” shall have the meaning set forth in Section 2.6(d) hereof.

“Slow-Moving Inventory” shall mean aged inventory items that are not used within five (5) years of acquisition.

“SOFR” shall mean, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Floor” means a rate of interest per annum equal to one percent (1.00%).

“SOFR Reserve Percentage” shall mean, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding.

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

“Special Canadian Proceeds” means any amounts received by the Borrowers relating to written-off collections, settlements and insurance proceeds due to a certain damaged rotary aircraft previously disclosed to the Agent.

“Specified Contribution” shall have the meaning set forth in Section 6.5(c) hereof.

“Specified Foreign Jurisdiction” shall mean any of Australia, Cyprus, or New Zealand.

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“Specified Foreign Subsidiary” shall mean, each of (i) PHI Air Europe Limited, a Cyprus limited liability company, (ii) PHI International New Zealand Limited, NZCN 3357372, a New Zealand registered company, (iii) PHI International Australia PTY LTD, ACN 008 932 189, an Australian registered company, (iv) Petroleum Helicopters Australia PTY LTD, ACN 154 419 628, an Australian registered company, (v) PHI International Australia Holdings PTY Limited, ACN 151 745 621, an Australian registered company and (vi) PHI HNZ Australia PTY LTD, ACN 614 560 584, an Australian registered company.

“Specified Loan Party” means, (i) each Borrower, (ii) AM Equity Holdings and (iii) until the occurrence of the Separation Date, PHI Group and PHI Corporate.

“State of Registration” means, in respect of an Aircraft, the United States or such other jurisdiction under the laws of which such Aircraft is registered.

“Subsidiary” shall mean of any Person a corporation or other entity of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

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

“Subsidiary Stock” shall mean (a) with respect to the Equity Interests issued to a Borrower by any Subsidiary (other than a Foreign Subsidiary), 100% of such issued and outstanding Equity Interests, and (b) with respect to any Equity Interests issued to a Borrower by any Foreign Subsidiary (i) 100% of such issued and outstanding Equity Interests not constituting voting stock (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (ii) 65% (or a greater percentage that would not cause (or is not reasonably expected to cause) any U.S. shareholder of such Foreign Subsidiary to (x) include in net income for any tax year an amount under Section 956 of the Code in excess of $1,000,000 after taking into account all applicable deductions, including, but not limited to, Section 245A of the Code and the Treasury Regulations issued thereunder or (y) have material adverse tax consequences (other than by reason of Section 956 of the Code), in each case, as determined by the Borrowing Agent in good faith in consultation with Agent) of such issued and outstanding Equity Interests constituting voting stock (within the meaning of Treas. Reg. Section 1.956-2(c)(2)).

“Swap” shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

“Swap Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender-Provided Interest Rate Hedge, or a Lender-Provided Foreign Currency Hedge.

“Swing Loan Lender” shall mean PNC, in its capacity as lender of the Swing Loans.

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“Swing Loan Note” shall mean the promissory note described in Section 2.4(a) hereof.

“Swing Loans” shall mean the Advances made pursuant to Section 2.4 hereof.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.

“Term” shall have the meaning set forth in Section 13.1 hereof.

“Term Loan” shall have the meaning set forth in Section 2.3 hereof.

“Term Loan Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to fund a portion of the Term Loan in an aggregate principal equal to the Term Loan Commitment Amount (if any) of such Lender.

“Term Loan Commitment Amount” shall mean, as to any Lender, the term loan commitment amount (if any) set forth opposite such Lender’s name on Schedule 1.2(c) (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 17.3(c) or (d) hereof, the term loan commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 17.3(c) or (d) hereof.

“Term Loan Commitment Percentage” shall mean, as to any Lender, the Term Loan Commitment Percentage (if any) set forth opposite such Lender’s name on Schedule 1.2(c) (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 17.3(c) or (d) hereof, the Term Loan Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 17.3(c) or (d) hereof.

“Term Loan Rate” shall mean (a) with respect to Term Loans that are Domestic Rate Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to Term Loans that are Term SOFR Rate Loans, the sum of the Applicable Margin plus the Term SOFR Rate plus the Term SOFR Rate Adjustment; provided that if the sum of the Term SOFR Rate plus the Term SOFR Rate Adjustment as so determined shall ever be less than the SOFR Floor, then the Term Loan Rate with respect to Term Loans that are Term SOFR Rate Loans shall be the sum of the Applicable Margin plus the SOFR Floor.

“Term Note” shall mean, collectively, the promissory notes described in Section 2.3 hereof.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).

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“Term SOFR Rate” shall mean, with respect to any Term SOFR Rate Loan for any Interest Period, the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, at the Agent’s discretion, to the nearest 1/100th of 1%) (A) the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day (the “Term SOFR Determination Date”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage. If the Term SOFR Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR Reference Rate, for purposes of clause (A) in the preceding sentence, shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate for such tenor was published in accordance herewith, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Date. The Term SOFR Rate shall be adjusted automatically without notice to the Borrower on and as of (i) the first day of each Interest Period, and (ii) the effective date of any change in the SOFR Reserve Percentage.

“Term SOFR Rate Adjustment” means with respect to Advances with an Interest Period of (a) one (1) month, one-tenth of one percent (0.10%), (b) three (3) months, fifteen one-hundredths of one percent (0.15%), and (c) six (6) months, one-quarter of one percent (0.25%).

“Term SOFR Rate Loan” means an Advance that bears interest based on Term SOFR Rate.

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Termination Event” shall mean: (a) a Reportable ERISA Event with respect to any Pension Benefit Plan; (b) the withdrawal of any Specified Loan Party or any member of the Controlled Group from a Pension Benefit Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the providing of notice of intent to terminate a Pension Benefit Plan in a distress termination described in Section 4041(c) of ERISA; (d) the commencement of proceedings by the PBGC to terminate a Pension Benefit Plan; (e) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Benefit Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; (f) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of any Specified Loan Party or any member of the Controlled Group from a Multiemployer Plan; (g) a determination that any Pension Benefit Plan is considered an at risk plan (within the meaning of Section 430 of the Code or Section 303 of ERISA) or a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA) or in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon any Specified Loan Party or any member of the Controlled Group; (i) the existence with respect to any Plan of a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; (j) any failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Benefit Plan or the failure by any Specified Loan Party or a member of the Controlled Group to make any required contribution to a Multiemployer Plan; or (k) receipt of notice from the Internal Revenue Service that any Plan fails to satisfy the applicable requirements of Section 401 of the Code.

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“Third Party Payor” means Government Reimbursement Programs, Blue Cross and/or Blue Shield, private insurers, managed care plans and any other Person or entity which presently or in the future reimburses or pays providers for Healthcare Services.

“Third Party Payor Authorizations” means all participation agreements, provider or supplier agreements, enrollments, accreditations and billing numbers necessary to participate in and receive reimbursement from a Third Party Payor program, including all Medicare and Medicaid participation agreements.

“Transactions” shall have the meaning set forth in Section 5.5(a) hereof.

“Transferee” shall have the meaning set forth in Section 17.3(d) hereof.

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“TRICARE/CHAMPUS” means the Civilian Health and Medical Program of the Uniformed Service, a program of medical benefits covering former and active members of the uniformed services and certain of their dependents, formerly known as CHAMPUS, financed and administered by the United States Departments of Defense, Health and Human Services and Transportation and established pursuant to 10 USC §§ 1071-1106, and all regulations promulgated thereunder including (1) all federal statutes (whether set forth in 10 USC §§ 1071-1106 or elsewhere) affecting TRICARE/CHAMPUS; and (2) all applicable rules, regulations (including 32 CFR 199), manuals, orders and other guidelines promulgated pursuant to or in connection with any of the foregoing that are binding and have the force of law in each case as may be amended, supplemented or otherwise modified from time to time.

“Undrawn Availability” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the sum of (i) the outstanding amount of Advances (other than the Term Loan) plus (ii) all amounts due and owing to any Borrower’s trade creditors which are outstanding ninety (90) days or more past their due date, plus (iii) fees and expenses incurred in connection with the Transactions for which Borrowers are liable but which have not been paid or charged to Borrowers’ Account.

“Unfunded Capital Expenditures” shall mean, as to Borrowers on a Consolidated Basis, without duplication, a Capital Expenditure funded (a) from such Persons’ internally generated cash flow or (b) with the proceeds of a Revolving Advance or Swing Loan.

“Uniform Commercial Code” shall have the meaning set forth in Section 1.3 hereof.

“Unrestricted Cash and Cash Equivalents” shall mean, with respect to any Person, as of any date of determination, cash and Cash Equivalents that (i) do not appear as “restricted” on such Person’s balance sheet and (ii) is not subject to a Lien other than Liens in favor of Agent and Liens of the applicable bank, solely in its capacity as the account bank, at which such cash or Cash Equivalents are maintained, and other Liens permitted pursuant to clauses (a), (b), (f), and (k) of “Permitted Encumbrances”.

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“U.S. Government Securities Business Day” means any day except for (a) a Saturday or Sunday or (b) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Usage Amount” shall have the meaning set forth in Section 3.3 hereof.

“Withholding Agent” means the Borrower and the Agent.

1.3 Uniform Commercial Code Terms. All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “Uniform Commercial Code”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel paper” (and “electronic chattel paper” and “tangible chattel paper”), “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “financial asset”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “payment intangibles”, “proceeds”, “promissory note” “securities”, “software” and “supporting obligations” as and when used in the description of Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

1.4 Certain Matters of Construction. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. 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. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Agent is a party, including references to any of the Other Documents, shall include any and all modifications, supplements or amendments thereto, any and all restatements or replacements thereof and any and all extensions or renewals thereof. Except as otherwise expressly provided for herein, all references herein to the time of day shall mean the time in New York, New York. Unless otherwise provided, all financial calculations shall be performed with Inventory valued on an average cost basis. Whenever the words “including” or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. A Default or an Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in

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writing by Required Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Lenders. Wherever the phrase “to the best of Borrowers’ knowledge” or words of similar import relating to the knowledge or the awareness of any Borrower or any Loan Party are used in this Agreement or Other Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of any Borrower or Loan Party or (ii) the knowledge that a senior officer would have obtained if he/she had engaged in a good faith and diligent performance of his/her duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Borrower or Loan Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder.

1.5 Term SOFR Notification. Section 3.8.2. of this Agreement provides a mechanism for determining an alternate rate of interest in the event that the Term SOFR Rate is no longer available or in certain other circumstances. The Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to the Term SOFR Rate or with respect to any alternative or successor rate thereto, or replacement rate therefor.

1.6 Conforming Changes Relating to Term SOFR Rate. With respect to the Term SOFR Rate, the Agent will have the right to make Conforming Changes from time to time as mutually agreed by the Borrowers and, notwithstanding anything to the contrary herein or in any Other Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Other Document; provided that, with respect to any such amendment effected, the Agent shall provide notice to the Borrowers and the Lenders of each such amendment implementing such Conforming Changes reasonably promptly after such amendment becomes effective.

II. ADVANCES, PAYMENTS.

2.1 Revolving Advances.

(a) Amount of Revolving Advances. Subject to the terms and conditions set forth in this Agreement specifically including Sections 2.1(b) and (c), each Lender, severally and not jointly, will make Revolving Advances to Borrowers, at any time after the Closing Date, in aggregate amounts outstanding at any time equal to such Lender’s Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount, less the outstanding amount of Swing Loans, less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, less Reserves established hereunder or (y) an amount equal to the sum of:

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(i) up to 90% of Eligible IPM Receivables (other than Non-Contract Healthcare Receivables) that are due or unpaid not more than 120 days after the original billing date, plus

(ii) (A) from the Closing Date until Agent’s completion of a satisfactory special scope field examination with respect to the Eligible IPM Receivables, up to 90% of Eligible IPM Receivables consisting of Non-Contract Healthcare Receivables that are due or unpaid not more than 120 days after the original billing date and (B) after Agent’s completion of a satisfactory special scope field examination with respect to Eligible IPM Receivables, up to 90% of Eligible IPM Receivables consisting of Non-Contract Healthcare Receivables that are due or unpaid not more than 180 days after the original billing date, plus

(iii) the lesser of (A)(x) from the Closing Date until Agent’s completion of a satisfactory special scope field examination with respect to Eligible IPM Receivables, up to 65% of the Eligible IPM Receivables that are due or unpaid more than 120 days after the original billing date but not more than 150 days after the original billing date and (y) after Agent’s completion of a satisfactory special scope field examination with respect to Eligible IPM Receivables, up to 65% of Eligible IPM Receivables (other than Non-Contract Healthcare Receivables) that are due or unpaid more than 120 days after the original billing date but not more than 150 days after the original billing date and (B) $8,000,000, plus

(iv) (A) from the Closing Date until Agent’s (x) receipt of a satisfactory appraisal with respect to all Eligible Parts Inventory and (y) completion of a satisfactory special scope field examination with respect to the Eligible Parts Inventory, in each case, after the Closing Date, $0 and (B) after Agent’s (x) receipt of a satisfactory appraisal with respect to all Eligible Parts Inventory and (y) completion of a satisfactory special scope field examination with respect to the Eligible Parts Inventory, in each case, after the Closing Date, the least of (I) up to seventy percent (70%) of the cost of Eligible Parts Inventory, (II) up to eighty-five percent (85%) of the appraised net orderly liquidation value of Eligible Parts Inventory (as so determined pursuant to an appraisal performed pursuant to Section 4.7), and (III) fifteen percent (15%) of the Maximum Revolving Advance Amount, plus

(v) the lesser of (A) up to 100% (together with the advance rates set forth in Section 2.1(a)(y)(i), (ii), (iii) and (iv), collectively, the “Advance Rates”) of (I) Controlled Cash and Cash Equivalents of the Borrowing Base Parties, and at any time prior to the Separation Date, PHI Group and PHI Corporate, minus (II) at any time prior to the Separation Date, Controlled Cash and Cash Equivalents (as defined in the Oil & Gas Credit Agreement) of PHI Group and PHI Corporate included in the calculation of the Formula Amount (as defined in the Oil & Gas Credit Agreement), and (B) $25,000,000, minus

(vi) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus

(vii) Reserves established hereunder.

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The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii), (iii), (iv) and (v) minus (y) Sections 2.1 (a)(y)(vi) and (vii) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding anything to the contrary contained in the foregoing or otherwise in this Agreement, the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit less Reserves established hereunder or (ii) the Formula Amount.

(b) Discretionary Rights. The Advance Rates may be increased or decreased by Agent at any time and from time to time in the exercise of its Permitted Discretion. Each Borrower consents to any such increases or decreases and acknowledges that decreasing the Advance Rates or increasing or imposing Reserves may limit or restrict Advances requested by Borrowing Agent. The rights of Agent under this subsection are subject to the provisions of Section 17.2(b). Agent, in its Permitted Discretion, may adjust the Formula Amount by applying percentages (known as “liquidity factors”) to Eligible IPM Receivables by payor class based upon the Borrowers’ actual recent collection history (over no more than a 12 month period) for each such payor class (e.g., Medicare, Medicaid, commercial insurance, etc.) taking into account factors which may reasonably be expected to result in the possible non-payment of accounts or possible diminution of the value of any Collateral, in each case, in a manner consistent with Agent’s underwriting practices and procedures and based upon reasonably quantifiable factors. Such liquidity factors may be adjusted by Agent throughout the Term as warranted by Agent in accordance with the foregoing criteria and using its Permitted Discretion.

(c) Medicare/Medicaid/TRICARE Sublimit. Notwithstanding anything to the contrary in Section 2.1(a), the aggregate amount of Eligible IPM Receivables comprised of Medicare Receivables, Medicaid Receivables and TRICARE/CHAMPUS Receivables shall not exceed $17,500,000 after application of the applicable Advance Rate.

2.2 Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances.

(a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 3:00 p.m. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation under this Agreement, become due, the same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and such request shall be irrevocable.

(b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a Term SOFR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice by no later than 3:00 p.m. on the day which is three (3) Business Days prior to the date such Term SOFR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of

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$100,000 and in integral multiples of $50,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Term SOFR Rate Loans shall be for one month, three months or six months; provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. Any Interest Period that begins on the last Business Day of a calendar month (or 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. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, no Term SOFR Rate Loan shall be made available to any Borrower. After giving effect to each requested Term SOFR Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(e), there shall not be outstanding more than five (5) Term SOFR Rate Loans, in the aggregate.

(c) Each Interest Period of a Term SOFR Rate Loan shall commence on the date such Term SOFR Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that no Interest Period shall end after the last day of the Term.

(d) Borrowing Agent shall elect the initial Interest Period applicable to a Term SOFR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 3:00 p.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Term SOFR Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert such Term SOFR Rate Loan to a Domestic Rate Loan subject to Section 2.2(e) below.

(e) Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding Term SOFR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Term SOFR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Term SOFR Rate Loan. If Borrowing Agent desires to convert a loan, Borrowing Agent shall give Agent written notice by no later than 3:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a Term SOFR Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable Term SOFR Rate Loan) with respect to a conversion from a Term SOFR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is to a Term SOFR Rate Loan, the duration of the first Interest Period therefor.

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(f) At its option and upon written notice given prior to 3:00 p.m. at least three (3) Business Days prior to the date of such prepayment, any Borrower may, subject to Section 2.2(g) hereof, prepay the Term SOFR Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Term SOFR Rate Loans and the amount of such prepayment. In the event that any prepayment of a Term SOFR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof.

(g) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Term SOFR Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Term SOFR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Term SOFR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.

(h) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any Term SOFR Rate Loans) to make or maintain its Term SOFR Rate Loans, the obligation of Lenders (or such affected Lender) to make Term SOFR Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Term SOFR Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Term SOFR Rate Loans or convert such affected Term SOFR Rate Loans into loans of another type. If any such payment or conversion of any Term SOFR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Term SOFR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.

(i) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire Term SOFR deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the Term SOFR Rate. The provisions set forth herein shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing based on the Term SOFR Rate by acquiring SOFR deposits for each Interest Period in the amount of the Term SOFR Rate Loans.

2.3 Term Loan. Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, will make a term loan to Borrowers in the amount equal to such Lender’s Term Loan Commitment Percentage of $20,000,000 (the “Term Loan”). The Term Loan shall be advanced on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: consecutive equal quarterly installments of principal each in an amount equal to

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(x) $375,000 commencing January 1, 2024 and continuing on the first day of each quarter thereafter through and including October 1, 2024, (y) $625,000 commencing January 1, 2025 and continuing on the first day of each quarter thereafter through and including October 1, 2027 and (z) $750,000 commencing January 1, 2028 and continuing on the first day of each quarter thereafter during the remainder of the Term followed by a final payment on the last day of the Term of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses. The Term Loan shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. The Term Loan may consist of Domestic Rate Loans or Term SOFR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan as a Term SOFR Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a Term SOFR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (i) shall apply. In the event the outstanding principal balance of the Term Loans at such time exceeds forty percent (40%) of the Domestic Aircraft Collateral NOLV, then, promptly upon Agent’s demand for same, Borrowers shall make a mandatory prepayment of the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof so as to eliminate such excess.

2.4 Swing Loans.

(a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future.

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(b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason.

(c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

2.5 Disbursement of Advance Proceeds. All Advances shall be disbursed from whichever office or other place Agent may designate from time to time and, together with any and all other Obligations of Borrowers to Agent or Lenders, shall be charged to Borrowers’ Account on Agent’s books. The proceeds of each Revolving Advance or Swing Loan requested by Borrowing Agent on behalf of any Borrower or deemed to have been requested by any Borrower under Sections 2.2(a), 2.6(b) or 2.14 hereof shall, (i) with respect to requested Revolving Advances, to the extent Lenders make such Revolving Advances in accordance with Section 2.2(a), 2.6(b) or 2.14 hereof, and with respect to Swing Loans made upon any request or deemed request by Borrowing Agent for a Revolving Advance to the extent Swing Loan Lender makes such Swing Loan in accordance with Section 2.4(b) hereof, be made available to the applicable Borrower on the day so requested by way of credit to such Borrower’s operating account at PNC, or such other bank as Borrowing Agent may designate following notification to Agent, in immediately available federal funds or other immediately available funds or, (ii) with respect to Revolving Advances deemed to have been requested by any Borrower or Swing Loans made upon any deemed request for a Revolving Advance by any Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request. During the Term, Borrowers may use the Revolving Advances and Swing Loans by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof.

2.6 Making and Settlement of Advances.

(a) Each borrowing of Revolving Advances shall be advanced according to the applicable Revolving Commitment Percentages of Lenders holding the Revolving Commitments (subject to any contrary terms of Section 2.22). The Term Loan shall be advanced according to the applicable Term Loan Commitment Percentages of Lenders holding the Term Loan Commitments. Each borrowing of Swing Loans shall be advanced by Swing Loan Lender alone.

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(b) Promptly after receipt by Agent of a request or a deemed request for a Revolving Advance pursuant to Section 2.2(a) and, with respect to Revolving Advances, to the extent Agent elects not to provide a Swing Loan or the making of a Swing Loan would result in the aggregate amount of all outstanding Swing Loans exceeding the maximum amount permitted in Section 2.4(a), Agent shall notify Lenders holding the Revolving Commitments of its receipt of such request specifying the information provided by Borrowing Agent and the apportionment among Lenders of the requested Revolving Advance as determined by Agent in accordance with the terms hereof. Each Lender shall remit the principal amount of each Revolving Advance to Agent such that Agent is able to, and Agent shall, to the extent the applicable Lenders have made funds available to it for such purpose and subject to Section 8.2, fund such Revolving Advance to Borrowers in Dollars and immediately available funds at the Payment Office prior to the close of business, on the applicable borrowing date; provided that if any applicable Lender fails to remit such funds to Agent in a timely manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Advance of such Lender on such borrowing date, and such Lender shall be subject to the repayment obligation in Section 2.6(c) hereof.

(c) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender holding a Revolving Commitment that such Lender will not make the amount which would constitute its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, Agent may (but shall not be obligated to) assume that such Lender has made such amount available to Agent on such date in accordance with Section 2.6(b) and may, in reliance upon such assumption, make available to Borrowers a corresponding amount. Agent will promptly notify Borrowing Agent of its receipt of any such notice from a Lender. In such event, if a Lender has not in fact made its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, then the applicable Lender and Borrowers severally agree to pay to Agent on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrowers through but excluding the date of payment to Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) (x) the daily average Effective Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (y) such amount or (B) a rate determined by Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by Borrower, the Revolving Interest Rate for Revolving Advances that are Domestic Rate Loans. If such Lender pays its share of the applicable Revolving Advance to Agent, then the amount so paid shall constitute such Lender’s Revolving Advance. Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Lender holding a Revolving Commitment that shall have failed to make such payment to Agent. A certificate of Agent submitted to any Lender or Borrower with respect to any amounts owing under this paragraph (c) shall be conclusive, in the absence of manifest error.

(d) Agent, on behalf of Swing Loan Lender, shall demand settlement (a “Settlement”) of all or any Swing Loans with Lenders holding the Revolving Commitments on at least a weekly basis, or on any more frequent date that Agent elects or that Swing Loan Lender at its option exercisable for any reason whatsoever may request, by notifying Lenders holding the Revolving Commitments of such requested Settlement by facsimile, telephonic or electronic

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transmission no later than 3:00 p.m. on the date of such requested Settlement (the “Settlement Date”). Subject to any contrary provisions of Section 2.22, each Lender holding a Revolving Commitment shall transfer the amount of such Lender’s Revolving Commitment Percentage of the outstanding principal amount (plus interest accrued thereon to the extent requested by Agent) of the applicable Swing Loan with respect to which Settlement is requested by Agent, to such account of Agent as Agent may designate not later than 5:00 p.m. on such Settlement Date if requested by Agent by 3:00 p.m., otherwise not later than 5:00 p.m. on the next Business Day. Settlements may occur at any time notwithstanding that the conditions precedent to making Revolving Advances set forth in Section 8.2 have not been satisfied or the Revolving Commitments shall have otherwise been terminated at such time. All amounts so transferred to Agent shall be applied against the amount of outstanding Swing Loans and, when so applied shall constitute Revolving Advances of such Lenders accruing interest as Domestic Rate Loans. If any such amount is not transferred to Agent by any Lender holding a Revolving Commitment on such Settlement Date, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.6(c).

(e) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral.

2.7 Maximum Advances. The aggregate balance of Revolving Advances plus Swing Loans outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or (b) the Formula Amount.

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2.8 Manner and Repayment of Advances.

(a) The Revolving Advances and Swing Loans shall be due and payable in full on the last day of the Term subject to earlier prepayment as herein provided. The Term Loan shall be due and payable as provided in Section 2.3 hereof and shall be due and payable in full on the last day of the Term, subject to mandatory prepayments as herein provided. Notwithstanding the foregoing, all Advances shall be subject to earlier repayment upon (x) acceleration upon the occurrence of an Event of Default under this Agreement or (y) termination of this Agreement. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Advances (other than the Term Loan) shall be applied, first to the outstanding Swing Loans and next, pro rata according to the applicable Revolving Commitment Percentages of Lenders, to the outstanding Revolving Advances (subject to any contrary provisions of Section 2.22). Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Term Loan shall be applied to the Term Loan pro rata according to the Term Loan Commitment Percentages of Lenders in the inverse order of maturities thereof.

(b) Each Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received by Agent. Agent shall conditionally credit Borrowers’ Account for each item of payment on the next Business Day after the Business Day on which such item of payment is received by Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with respect to such item, as the “Application Date”) Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account for the amount of any item of payment which is returned, for any reason whatsoever, to Agent unpaid. Subject to the foregoing, Borrowers agree that for purposes of computing the interest charges under this Agreement, each item of payment received by Agent shall be deemed applied by Agent on account of the Obligations on its respective Application Date. Borrowers further agree that there is a monthly float charge payable to Agent for Agent’s sole benefit, in an amount equal to (y) the face amount of all items of payment received each day during the prior month (including items of payment received by Agent as a wire transfer or electronic depository check) multiplied by (z) the Revolving Interest Rate with respect to Domestic Rate Loans for one day (i.e. Revolving Interest Rate divided by 360 or 365/366 as applicable). The monthly float charge shall be calculated daily and charged once per month, relating to all payments collected in the prior month. All proceeds received by Agent shall be applied to the Obligations in accordance with Section 4.8(h).

(c) All payments of principal, interest and other amounts payable hereunder, or under any of the Other Documents shall be made to Agent at the Payment Office not later than 1:00 p.m. Eastern Standard Time on the due date therefor in Dollars in federal funds or other funds immediately available to Agent. Agent shall have the right to effectuate payment of any and all Obligations due and owing hereunder by charging Borrowers’ Account or by making Advances as provided in Section 2.2 hereof.

(d) Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest, fees and other amounts payable hereunder shall be made without deduction, setoff or counterclaim and shall be made to Agent on behalf of Lenders to the Payment Office, in each case on or prior to 1:00 p.m., in Dollars and in immediately available funds.

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2.9 Repayment of Excess Advances. If at any time the aggregate balance of outstanding Revolving Advances, Term Loans, Swing Loans, and/or Advances taken as a whole exceeds the maximum amount of such type of Advances and/or Advances taken as a whole (as applicable) permitted hereunder, such excess Advances shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or an Event of Default has occurred.

2.10 Statement of Account. Agent shall maintain, in accordance with its customary procedures, a loan account (“Borrowers’ Account”) in the name of Borrowers in which shall be recorded the date and amount of each Advance made by Agent or Lenders and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date and amount of any Advance shall not adversely affect Agent or any Lender. Each month, Agent shall send to Borrowing Agent a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent, Lenders and Borrowers during such month. The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest error and shall constitute an account stated between Lenders and Borrowers unless Agent receives a written statement of Borrowers’ specific exceptions thereto within thirty (30) days after such statement is received by Borrowing Agent. The records of Agent with respect to Borrowers’ Account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

2.11 Letters of Credit.

(a) Subject to the terms and conditions hereof, Issuer shall issue or cause the issuance of standby and/or trade letters of credit denominated in Dollars (“Letters of Credit”) for the account of any Borrower except to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the outstanding Swing Loans, plus (iii) the Maximum Undrawn Amount of all outstanding Letters of Credit, plus (iv) the Maximum Undrawn Amount of the Letter of Credit to be issued to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Formula Amount (calculated without giving effect to the deductions provided for in Section 2.1(a)(y)(iv)). The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans. Letters of Credit that have not been drawn upon shall not bear interest (but fees shall accrue in respect of outstanding Letters of Credit as provided in Section 3.2 hereof).

(b) Notwithstanding any provision of this Agreement, Issuer shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Body or arbitrator shall by its terms purport to enjoin or restrain Issuer from issuing any Letter of Credit, or any Law applicable to Issuer or any request or directive (whether or not having the force of law) from any Governmental Body with jurisdiction over Issuer shall prohibit, or request that Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which Issuer is not otherwise compensated hereunder) not in effect on the date of this Agreement, or shall impose upon Issuer any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement, and which Issuer in good faith deems material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of Issuer applicable to letters of credit generally.

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2.12 Issuance of Letters of Credit.

(a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason.

(b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless the Agent, Issuer and Borrowing Agent agree for the Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) of this Agreement. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder.

(c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

2.13 Requirements For Issuance of Letters of Credit.

(a) Borrowing Agent shall authorize and direct any Issuer to name the applicable Borrower as the “Applicant” or “Account Party” of each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrowing Agent shall authorize and direct Issuer to deliver to Agent all instruments, documents, and other writings and property received by Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, and the application therefor.

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(b) In connection with all trade Letters of Credit issued or caused to be issued by Issuer under this Agreement, each Borrower hereby appoints Issuer, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred: (i) to sign and/or endorse such Borrower’s name upon any warehouse or other receipts, and acceptances; (ii) to sign such Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (“Customs”) in the name of such Borrower or Issuer or Issuer’s designee, and to sign and deliver to Customs officials powers of attorney in the name of such Borrower for such purpose; and (iv) to complete in such Borrower’s name or Issuer’s, or in the name of Issuer’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent, Issuer nor their attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agent’s, Issuer’s or their respective attorney’s willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.

2.14 Disbursements, Reimbursement.

(a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively.

(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Issuer will promptly notify Agent and Borrowing Agent. Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 p.m., on each date that an amount is paid by Issuer under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the amount so paid by Issuer. In the event Borrowers fail to reimburse Issuer for the full amount of any drawing under any Letter of Credit by 12:00 p.m., on the Drawing Date, Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 are then satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice.

(c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) make available to Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from

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the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or Issuer of a drawing.

(d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14.

(e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

2.15 Repayment of Participation Advances.

(a) Upon (and only upon) receipt by Agent for the account of Issuer of immediately available funds from Borrowers (i) in reimbursement of any payment made by Issuer or Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to Agent, or (ii) in payment of interest on such a payment made by Issuer or Agent under such a Letter of Credit, Agent will pay to each Lender holding a Revolving Commitment, in the same funds as those received by Agent, the amount of such Lender’s Revolving Commitment Percentage of such funds, except Agent shall retain the amount of the Revolving Commitment Percentage of such funds of any Lender holding a Revolving Commitment that did not make a Participation Advance in respect of such payment by Agent (and, to the extent that any of the other Lender(s) holding the Revolving Commitment have funded any portion such Defaulting Lender’s Participation Advance in accordance with the provisions of Section 2.22, Agent will pay over to such Non-Defaulting Lenders a pro rata portion of the funds so withheld from such Defaulting Lender).

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(b) If Issuer or Agent is required at any time to return to any Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Borrowers to Issuer or Agent pursuant to Section 2.15(a) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each applicable Lender shall, on demand of Agent, forthwith return to Issuer or Agent the amount of its Revolving Commitment Percentage of any amounts so returned by Issuer or Agent plus interest at the Effective Federal Funds Rate.

2.16 Documentation. Each Borrower agrees to be bound by the terms of the Letter of Credit Application and by Issuer’s interpretations of any Letter of Credit issued on behalf of such Borrower and by Issuer’s written regulations and customary practices relating to letters of credit, though Issuer’s interpretations may be different from such Borrower’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following Borrowing Agent’s or any Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

2.17 Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

2.18 Nature of Participation and Reimbursement Obligations. The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.18 under all circumstances, including the following circumstances:

(i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any Borrower, as the case may be, may have against Issuer, Agent, any Borrower or Lender, as the case may be, or any other Person for any reason whatsoever;

(ii) the failure of any Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in this Agreement for the making of a Revolving Advance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of Lenders to make Participation Advances under Section 2.14;

(iii) any lack of validity or enforceability of any Letter of Credit;

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(iv) any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Borrower, Agent, Issuer or any Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), Issuer, Agent or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiaries of such Borrower and the beneficiary for which any Letter of Credit was procured);

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if Issuer or any of Issuer’s Affiliates has been notified thereof;

(vi) payment by Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of Credit (provided that the foregoing shall not excuse Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw);

(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii) any failure by Issuer or any of Issuer’s Affiliates to issue any Letter of Credit in the form requested by Borrowing Agent, unless Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (3) Business Days after Issuer shall have furnished Agent and Borrowing Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix) the occurrence of any Material Adverse Effect;

(x) any breach of this Agreement or any Other Document by any party thereto;

(xi) the occurrence or continuance of an insolvency proceeding with respect to any Borrower or any Guarantor;

(xii) the fact that a Default or an Event of Default shall have occurred and be continuing;

(xiii) the fact that the Term shall have expired or this Agreement or the obligations of Lenders to make Advances have been terminated; and

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(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

2.19 Liability for Acts and Omissions.

(a) As between Borrowers and Issuer, Swing Loan Lender, Agent and Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuer shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if Issuer or any of its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuer, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve Issuer from liability for Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall Issuer or Issuer’s Affiliates be liable to any Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

(b) Without limiting the generality of the foregoing, Issuer and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or

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to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on Issuer or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

(c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower, Agent or any Lender.

2.20 Mandatory Prepayments.

(a) (i) Disposition of Aircraft Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Aircraft Collateral including pursuant to Sections 7.1(b)(ii), (iii), (vii), (ix) and (x), and solely to the extent that, as of the date on which the proceeds of such sale or other Disposition are received, the Domestic Aircraft Collateral NOLV is less than $75,000,000, then Borrowers shall repay the Advances to the extent that the aggregate amount of Net Proceeds of all Dispositions in any fiscal year exceeds $12,500,000; provided that (i) during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances shall nonetheless be subject to Section 4.8(h), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Aircraft Proceeds Application; and (ii) (x) if the Borrowing Agent shall, prior to the date of the required prepayment, deliver to the Agent written notice from a Financial Officer of the Borrowing Agent to the effect that the Borrowing Agent intends to cause the Net Proceeds from such event (or a portion thereof specified in such notice) to be reinvested within 360 days after receipt of such Net Proceeds to invest all or any part of such Net Proceeds in the purchase of assets (other than securities or cash) to be used by the Borrowing Agent or any Subsidiary in a Permitted Business, and (y) if 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 notice, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 360-day period (or within a period of 180 days thereafter if on or before the end of such initial 360 day period the Borrowing Agent or one or more other Borrowers or Subsidiaries shall have entered into a definitive agreement (and provided Agent written notice thereof) 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. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, (y) second, to repay any remaining Obligations arising from the Term Loans until paid in full and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or

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Event of Default has occurred and is continuing, such repayments described in clause (z) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Aircraft Proceeds Application”); it being agreed that, for so long as the Domestic Aircraft Collateral NOLV is greater than or equal to $75,000,000 at the time such proceeds were received, the Borrowers may retain and use all such proceeds for any purpose not prohibited by this Agreement.

(ii) Disposition of Other Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Collateral (other than Aircraft Collateral, Inventory in the Ordinary Course of Business and Receivables sold pursuant to a Permitted Factoring Arrangement and other than any issuance of equity interests in connection with a Qualifying IPO) including pursuant to Sections 7.1(b)(iii), (vii), (ix), (x), and (xiii) (with respect to Section 7.1(b)(xiii), solely to the extent that the Equity Interests of such Immaterial Entity were directly owned by a Borrower), and solely to the extent that, as of the date on which the proceeds of such sale or other Disposition are received, the Domestic Aircraft Collateral NOLV is less than $75,000,000, then Borrowers shall repay the Advances to the extent that the aggregate amount of Net Proceeds of all Dispositions in any fiscal year exceeds $12,500,000; provided that (i) during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances shall nonetheless be subject to Section 4.8(h), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Other Collateral Proceeds Application; and (ii) (x) if the Borrowing Agent shall, prior to the date of the required prepayment, deliver to the Agent written notice from a Financial Officer of the Borrowing Agent to the effect that the Borrowing Agent intends to cause the Net Proceeds from such event (or a portion thereof specified in such notice) to be reinvested within 360 days after receipt of such Net Proceeds to invest all or any part of such Net Proceeds in the purchase of assets (other than securities or cash) to be used by the Borrowing Agent or any Subsidiary in a Permitted Business, and (y) if 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 notice, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 360-day period (or within a period of 180 days thereafter if on or before the end of such initial 360 day period the Borrowing Agent or one or more other Borrowers or Subsidiaries shall have entered into a definitive agreement (and provided Agent written notice thereof) 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. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied (x) first, to the Revolving Advances until paid in full, (y) second, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, and (z) third, to repay any remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments described in clause (x) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Other Collateral Proceeds Application”); it being agreed that, for so long as the Domestic Aircraft Collateral NOLV is greater than or equal to $75,000,000 at the time such proceeds were received, the Borrowers may retain and use all such proceeds for any purpose not prohibited by this Agreement.

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(b) [reserved].

(c) In the event of any issuance or other incurrence of Indebtedness for borrowed money (other than Permitted Indebtedness so long as a Dominion Trigger Period has not occurred and is continuing at such time of issuance or incurrence) by Borrowers, Borrowers shall, no later than five (5) Business Days (or one (1) Business Day during a Dominion Trigger Period) after the receipt by Borrowers of the cash proceeds from any such issuance or incurrence of Indebtedness, repay the Advances in an amount equal to 100% of such Net Proceeds in the case of such incurrence or issuance of Indebtedness. Such repayments will be applied in the Order of Aircraft Proceeds Application.

(d) In the event that the Borrowers or Agent shall receive any proceeds (other than Special Canadian Proceeds) (i) under any insurance policy on account of damage or destruction of any assets or property of any Borrowers, or (ii) as a result of any taking or condemnation of any assets or property and, in each case, the Domestic Aircraft Collateral NOLV is less than $75,000,000 at the time such proceeds were received, then the Net Proceeds therefrom shall be applied in accordance with Section 6.6 hereof; it being agreed that, for so long as the Domestic Aircraft Collateral NOLV is greater than or equal to $75,000,000 at the time such proceeds were received, the Borrowers may retain and use all such proceeds for any purpose not prohibited by this Agreement.

For the avoidance of doubt, no proceeds of a Qualifying IPO shall be subject to mandatory prepayment under this Section 2.20, or otherwise be required to repay any Advances.

2.21 Use of Proceeds.

(a) Borrowers shall apply the proceeds of Advances (i) to repay certain existing indebtedness owed under the Original Credit Agreement, (ii) to pay fees and expenses relating to the transactions contemplated by this Agreement, (iii) to fund Capital Expenditures, (iv) to provide for its working capital needs and reimburse drawings under Letters of Credit and (v) for any purpose permitted by the terms of this Agreement. Following the Closing Date, the timing and amount of requests for the Advances shall be based upon and consistent with the then-current or anticipated future cash needs of the Borrowers and their Subsidiaries (as determined in good faith by an Authorized Officer of Borrowing Agent).

(b) Without limiting the generality of Section 2.21(a) above, neither the Borrowers, the Guarantors nor any other Person which may in the future become party to this Agreement or the Other Documents as a Borrower or Guarantor, intends to use nor shall they use any portion of the proceeds of the Advances, directly or indirectly, for any purpose in violation of Applicable Law.

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2.22 Defaulting Lender.

(a) Notwithstanding anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.22 so long as such Lender is a Defaulting Lender.

(b) (i) except as otherwise expressly provided for in this Section 2.22, Revolving Advances shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting Lenders based on their respective Revolving Commitment Percentages, and no Revolving Commitment Percentage of any Lender or any pro rata share of any Revolving Advances required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances shall be applied to reduce such type of Revolving Advances of each Lender (other than any Defaulting Lender) holding a Revolving Commitment in accordance with their Revolving Commitment Percentages; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received or retained by it for the account of such Defaulting Lender.

(ii) fees pursuant to Section 3.3 hereof shall cease to accrue in favor of such Defaulting Lender.

(iii) if any Swing Loans are outstanding or any Letters of Credit (or drawings under any Letter of Credit for which Issuer has not been reimbursed) are outstanding or exist at the time any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then:

(A) Defaulting Lender’s Participation Commitment in the outstanding Swing Loans and of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment Percentages of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting Lender holding a Revolving Commitment plus such Lender’s reallocated Participation Commitment in the outstanding Swing Loans plus such Lender’s reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred and is continuing at such time;

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day following notice by Agent (x) first, prepay any outstanding Swing Loans that cannot be reallocated, and (y) second, cash collateralize for the benefit of Issuer, Borrowers’ obligations corresponding to such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so long as such Obligations are outstanding;

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(C) if Borrowers cash collateralize any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit are cash collateralized;

(D) if Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated pursuant to clause (A) above, then the fees payable to Lenders holding Revolving Commitments pursuant to Section 3.2(a) shall be adjusted and reallocated to Non-Defaulting Lenders holding Revolving Commitments in accordance with such reallocation; and

(E) if all or any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized pursuant to clauses (A) or (B) above, then, without prejudice to any rights or remedies of Issuer or any other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit shall be payable to the Issuer (and not to such Defaulting Lender) until (and then only to the extent that) such Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and

(iv) so long as any Lender holding a Revolving Commitment is a Defaulting Lender, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless such Issuer is satisfied that the related exposure and Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit and all Swing Loans (after giving effect to any such issuance, amendment, increase or funding) will be fully allocated to Non-Defaulting Lenders holding Revolving Commitments and/or cash collateral for such Letters of Credit will be provided by Borrowers in accordance with clause (A) and (B) above, and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.22(b)(iii)(A) above (and such Defaulting Lender shall not participate therein).

(c) A Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents, and all amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Advances or a Revolving Commitment Percentage or Term Loan Commitment Percentage; provided, that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification described in clauses (i) or (ii) of Section 17.2(b).

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(d) Other than as expressly set forth in this Section 2.22, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.22 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

(e) In the event that Agent, Borrowers, Swing Loan Lender and Issuer agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then Agent will so notify the parties hereto, and, if such cured Defaulting Lender is a Lender holding a Revolving Commitment, then Participation Commitments of Lenders holding Revolving Commitments (including such cured Defaulting Lender) of the Swing Loans and Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect the inclusion of such Lender’s Revolving Commitment, and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Revolving Commitment Percentage.

(f) If Swing Loan Lender or Issuer has a good faith belief that any Lender holding a Revolving Commitment has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless Swing Loan Lender or Issuer, as the case may be, shall have entered into arrangements with Borrowers or such Lender, satisfactory to Swing Loan Lender or Issuer, as the case may be, to defease any risk to it in respect of such Lender hereunder.

2.23 Payment of Obligations. Agent may charge to Borrowers’ Account as a Revolving Advance or, at the discretion of Swing Loan Lender, as a Swing Loan (i) all payments with respect to any of the Obligations required hereunder (including without limitation principal payments, payments of interest, payments of Letter of Credit Fees and all other fees provided for hereunder and payments under Sections 17.5 and 17.9) as and when each such payment shall become due and payable (whether as regularly scheduled, upon or after acceleration, upon maturity or otherwise), (ii) without limiting the generality of the foregoing clause (i), (a) all amounts expended by Agent or any Lender pursuant to Sections 4.2 or 4.3 hereof and (b) all expenses which Agent incurs in connection with the forwarding of Advance proceeds and the establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.8(h), and (iii) any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 3.3, 3.4, 4.4, 4.7, 6.4, 6.6, 6.7 and 6.8 hereof, and all amounts so charged shall be added to the Obligations and shall be secured by the Collateral. To the extent Revolving Advances are not actually funded by the other Lenders in respect of any such amounts so charged, all such amounts so charged shall be deemed to be Revolving Advances made by and owing to Agent and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender under this Agreement and the Other Documents with respect to such Revolving Advances.

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2.24 Increase in Maximum Revolving Advance Amount.

(a) Borrowers may, at any time prior to the expiration of the Term, request that the Maximum Revolving Advance Amount be increased by (1) one or more of the current Lenders increasing their Revolving Commitment Amount (any current Lender which elects to increase its Revolving Commitment Amount shall be referred to as an “Increasing Lender”) or (2) one (1) new lender (each a “New Lender”) joining this Agreement and providing a Revolving Commitment Amount hereunder, subject to the following terms and conditions:

(i) No current Lender shall be obligated to increase its Revolving Commitment Amount and any increase in the Revolving Commitment Amount by any current Lender shall be in the sole discretion of such current Lender;

(ii) Borrowers may not request the addition of a New Lender unless (x) such New Lender is a Permitted Assignee, and (y) (and then only to the extent that) after a period of 10 Business Days from the date on which the Borrowers request any such increase, there is insufficient participation on behalf of the existing Lenders in the increased Revolving Commitments being requested by Borrowers;

(iii) There shall exist no Event of Default or Default on the effective date of such increase after giving effect to such increase;

(iv) After giving effect to such increase, the Maximum Revolving Advance Amount shall not exceed $90,000,000;

(v) Each increase shall be in an amount not less than $10,000,000 and increments of $2,500,000 in excess thereof, except when the remaining Maximum Revolving Advance Amount is less than $10,000,000, at which time Borrowers may request to borrow the full remaining amount.

(vi) Borrowers may not request an increase in the Maximum Revolving Advance Amount under this Section 2.24 more than three (3) times during the Term;

(vii) Borrowers shall deliver to Agent on or before the effective date of such increase the following documents in form and substance satisfactory to Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Commitment Amounts has been approved by the Borrowers, (2) certificate dated as of the effective date of such increase certifying that no Default or Event of Default shall have occurred and be continuing and certifying that the representations and warranties made by each Borrower herein and in the Other Documents are true and correct in all material respects (unless already qualified by materiality in such specific provision) on and as of the date hereof as if made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, (3) such other agreements, instruments and information (including supplements or modifications to this Agreement and/or the Other Documents executed by Borrowers as Agent reasonably deems necessary in order to document the increase to the Maximum Revolving Advance Amount and to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of such increase), and (4) opinions of counsel in form and substance satisfactory to Agent which shall cover such matters related to such increase as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

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(viii) Borrowers shall execute and deliver, upon request, (1) to each Increasing Lender (if any) a replacement Note reflecting the new amount of such Increasing Lender’s Revolving Commitment Amount after giving effect to the increase (and the prior Note issued to such Increasing Lender shall be deemed to be cancelled) and (2) to the New Lender (if any) a Note reflecting the amount of such New Lender’s Revolving Commitment Amount;

(ix) The New Lender (if any) shall have delivered a joinder to this Agreement in form and substance satisfactory to the Agent;

(x) Each Increasing Lender shall confirm its agreement to increase its Revolving Commitment Amount pursuant to an acknowledgement in a form acceptable to Agent, signed by it and each Borrower and delivered to Agent at least one (1) day before the effective date of such increase; and

(b) In the event that any Increasing Lender is not an existing Lender, then, on the effective date of such increase, (i) Borrowers shall be deemed to have repaid in a cashless transaction all Revolving Advances then outstanding, subject to Borrowers’ obligations under Sections 3.7, 3.9, or 3.10; provided that subject to the other conditions of this Agreement, the Borrowing Agent may request new Revolving Advances on such date and (ii) the Revolving Commitment Percentages of Lenders holding a Revolving Commitment (including each Increasing Lender and/or New Lender) shall be recalculated such that each such Lender’s Revolving Commitment Percentage is equal to (x) the Revolving Commitment Amount of such Lender divided by (y) the aggregate of the Revolving Commitment Amounts of all Lenders. Each Lender shall participate in any new Revolving Advances made on or after such date in accordance with its Revolving Commitment Percentage after giving effect to the increase in the Maximum Revolving Advance Amount and recalculation of the Revolving Commitment Percentages contemplated by this Section 2.24.

(c) On the effective date of such increase, each Increasing Lender shall be deemed to have purchased an additional/increased participation in, and the New Lender (if any) will be deemed to have purchased a new participation in, each then outstanding Letter of Credit and each drawing thereunder and each then outstanding Swing Loan in an amount equal to such Lender’s Revolving Commitment Percentage (as calculated pursuant to Section 2.24(b) above) of the Maximum Undrawn Amount of each such Letter of Credit (as in effect from time to time) and the amount of each drawing and of each such Swing Loan, respectively. As necessary to effectuate the foregoing, each existing Lender holding a Revolving Commitment Percentage that is not an Increasing Lender shall be deemed to have sold to each applicable Increasing Lender and/or New Lender, as necessary, a portion of such existing Lender’s participations in such outstanding Letters of Credit and drawings and such outstanding Swing Loans such that, after giving effect to all such purchases and sales, each Lender holding a Revolving Commitment (including each Increasing Lender and/or New Lender) shall hold a participation in all Letters of Credit (and drawings thereunder) and all Swing Loans in accordance with their respective Revolving Commitment Percentages (as calculated pursuant to Section 2.24(b) above).

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(d) On the effective date of such increase, Borrowers shall pay all reasonable and documented costs and expenses incurred by Agent and by each Increasing Lender and New Lender in connection with the negotiations regarding, and the preparation, negotiation, execution and delivery of all agreements and instruments executed and delivered by any of Agent, Borrowers and/or Increasing Lenders and New Lender in connection with, such increase (including all fees for any supplemental or additional public filings of any Other Documents necessary to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of such increase), in each case, in accordance with, and to the extent required by, Section 17.9.

III. INTEREST AND FEES.

3.1 Interest. Interest on Advances shall be payable in arrears on the first day of each month with respect to Domestic Rate Loans and, with respect to Term SOFR Rate Loans, at the end of each Interest Period, provided further that all accrued and unpaid interest shall be due and payable at the end of the Term. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month, in the case of Domestic Rate Loans, or during the Interest Period, in the case of Term SOFR Rate Loans, at a rate per annum equal to (i) with respect to Revolving Advances, the applicable Revolving Interest Rate, (ii) with respect to Swing Loans, the Revolving Interest Rate for Domestic Rate Loans, and (iii) with respect to the Term Loan, the applicable Term Loan Rate (as applicable, the “Contract Rate”). Except as expressly provided otherwise in this Agreement, any Obligations other than the Advances that are not paid when due shall accrue interest at the Revolving Interest Rate for Domestic Rate Loans, subject to the provision of the final sentence of this Section 3.1 regarding the Default Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the applicable Contract Rate for Domestic Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. The Term SOFR Rate shall be adjusted with respect to Term SOFR Rate Loans without notice or demand of any kind on the effective date of any change in the SOFR Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, with written notice to the Borrowing Agent (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Obligations shall bear interest at the applicable Contract Rate plus two percent (2%) per annum (as applicable, the “Default Rate”).

3.2 Letter of Credit Fees.

(a) Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the daily face amount of each outstanding Letter of Credit multiplied by the Applicable Margin for Letters of Credit, such fees to be calculated on the basis of a 360-day year for the actual number of days

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elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of 0.125% per annum times the daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term. (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum.

(b) On demand at any time following the occurrence of an Event of Default, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such Event of Default, without the requirement of any affirmative action by any party), or upon the expiration of the Term or any other termination of this Agreement (and also, if applicable, in connection with any mandatory prepayment under Section 2.20), Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s possession at any time. Agent may, in its discretion, invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree (or, in the absence of such agreement, as Agent may reasonably select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial Code or under any other Applicable Law to pay interest on such cash collateral being held by Agent. No Borrower may withdraw amounts credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full of all Obligations; (y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on any such cash collateral and any right, title and interest of Borrowers in any deposit account, securities account or investment

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account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically including all Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit, Agent may use such cash collateral to pay and satisfy such Obligations.

3.3 Facility Fee. If, for any day in each calendar quarter during the Term, the daily unpaid balance of the sum of Revolving Advances plus Swing Loans plus the Maximum Undrawn Amount of all outstanding Letters of Credit (the “Usage Amount”) does not equal the Maximum Revolving Advance Amount, then Borrowers shall pay to Agent, for the ratable benefit of Lenders holding the Revolving Commitments based on their Revolving Commitment Percentages, a fee at a rate equal to (i) if the Usage Amount during the preceding calendar quarter was less than 50% of the Revolving Commitments of all of the Lenders, three-quarters of one percent (0.75%) per annum or (ii) if the Usage Amount during the preceding calendar quarter was equal to or greater than 50% of the Revolving Commitments of all of the Lenders, one-half of one percent (0.50%) per annum, in each case, for each such day the amount by which the Maximum Revolving Advance Amount on such day exceeds such Usage Amount (the “Facility Fee”). Such Facility Fee shall be payable to Agent in arrears on the first Business Day of each calendar quarter with respect to each day in the previous calendar quarter.

3.4 Collateral Evaluation Fee and Fee Letter.

(a) Borrowers shall pay to Agent promptly at the conclusion of any collateral evaluation performed by or for the benefit of Agent (whether such examination is performed by Agent’s employees or by a third party retained by Agent), including, without limitation, any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which evaluation is undertaken by Agent or for Agent’s benefit, a collateral evaluation fee in an amount equal to $1,500 (or such other amount customarily charged by Agent to its customers) per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked), plus a per examination field exam management fee in the amount of $2,500 for new facilities, and $1,500 for recurring examinations (or, in each case, such other amount customarily charged by Agent to its customers), plus all costs and disbursements incurred by Agent in the performance of such examination or analysis, and further provided that if third parties are retained to perform such collateral evaluations, either at the request of another Lender or for extenuating reasons determined by Agent in its sole discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of Borrower and shall not be subject to the foregoing limits.

(b) Borrowers shall pay the amounts required to be paid in each Fee Letter in the manner and at the times required by each Fee Letter.

(c) All of the fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.7 hereof shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers.

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3.5 Computation of Interest and Fees. Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the applicable Contract Rate during such extension.

3.6 Maximum Charges. In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate.

3.7 Increased Costs. In the event that any Applicable Law or any Change in Law or compliance by any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or Lender and any corporation or bank controlling Agent, Swing Loan Lender, any Lender or Issuer and the office or branch where Agent, Swing Loan Lender, any Lender or Issuer (as so defined) makes or maintains any Term SOFR Rate Loans) with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

(a) subject Lender to any Tax with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Term SOFR Rate Loan, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes payable by such Lender);

(b) impose, modify or deem applicable any reserve, special deposit, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of any, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or

(c) impose on Agent, any Lender or the Issuer any other condition, loss or expense (other than Taxes) affecting this Agreement or any Other Document or any Advance made by any Lender, or any Letter of Credit or participation therein;

and the result of any of the foregoing is to increase the cost to any Lender of making, converting to, continuing, renewing or maintaining its Advances hereunder by an amount that such Lender deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that such Lender deems to be material, then, in any case Borrowers shall promptly pay Lender, upon its demand, such additional amount as will compensate such Lender for such additional cost or such reduction, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the Term SOFR Rate, as the case may be. Such Lender shall certify the amount of such additional cost or reduced amount to Borrowing Agent, and such certification shall be conclusive absent manifest error.

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3.8 Alternate Rate of Interest.

3.8.1 Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that:

(a) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or

(b) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or

(c) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or

(d) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent,

then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

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3.8.2. Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any Other Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document and (B) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Agent may make Conforming Changes from time to time as mutually agreed by the Borrowers and, notwithstanding anything to the contrary herein or in the Other Documents, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Other Document.

(c) Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrowing Agent and the Lenders of (i) the implementation of any Benchmark Replacement, and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrowing Agent of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any Other Document except, in each case, as expressly required pursuant to this Section.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any of the Other Documents, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided

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a public statement or publication of information announcing that any tenor of such Benchmark is not or will not be representative, then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrowing Agent’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowing Agent may revoke any pending request for an Advance bearing interest based on the Term SOFR Rate, conversion to or continuation of Advances bearing interest based on the Term SOFR Rate to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a Domestic Rate Loan. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

(f) Certain Defined Terms. As used in this Section 3.8.2:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable (x) if such Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or a component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor of such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.8.2(d).

“Benchmark” means, initially, the Term SOFR Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to this Section.

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

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(1) Daily Simple SOFR and the Term SOFR Rate Adjustment for an Interest Period of one (1) month;

(2) the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrowing Agent, giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing market convention, for determining a benchmark rate as a replacement to the then-current benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

provided that, if the Benchmark Replacement as determined pursuant to clause (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the Other Documents; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Agent in its sole discretion.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustments, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrowing Agent giving due consideration to (A) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by the Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by a Governmental Body having jurisdiction over the Agent, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Body having jurisdiction over the Agent announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section titled “Benchmark Replacement Setting” and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section titled “Benchmark Replacement Setting.”

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“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate (which for the avoidance of doubt shall equal the SOFR Floor) or, if no floor is specified, one percent (1.0%).

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

3.9 Capital Adequacy.

(a) In the event that Agent, Swing Loan Lender or any Lender shall have determined that any Applicable Law or guideline regarding capital adequacy, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Term SOFR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition.

(b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

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3.10 Taxes.

(a) Any and all payments by or on account of any Obligations of the Borrower hereunder or under any Other Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes; provided that if the Withholding Agent shall be required by Applicable Law (as determined in the good faith discretion of such Withholding Agent) to deduct any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Agent, Swing Loan Lender, Lender, Issuer or Participant, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Withholding Agent shall make such deductions, and (iii) the Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Body in accordance with Applicable Law.

(b) Without limiting the provisions of Section 3.10(a) above, Borrowers shall timely pay any Other Taxes to the relevant Governmental Body in accordance with Applicable Law.

(c) Each Borrower shall indemnify Agent, Swing Loan Lender, each Lender, Issuer and any Participant, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent, Swing Loan Lender, such Lender, Issuer, or such Participant, as the case may be, 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 Body. A certificate as to the amount of such payment or liability delivered to Borrowers by any Lender, Swing Loan Lender, Participant, or Issuer (with a copy to Agent), or by Agent on its own behalf or on behalf of Swing Loan Lender, a Lender or Issuer, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes by any Borrower to a Governmental Body, Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or under any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any Other Document shall deliver to Borrowers and the Agent, at the time or times prescribed by Applicable Law or reasonably requested by Borrowers or Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, Agent shall be entitled to withhold United States federal income taxes at the applicable withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under Section 1.1441-7(b) of the Treasury Regulations or other Applicable Law. Further, Agent is indemnified under Section 1.1461-1(e) of the Treasury Regulations against any claims and demands of any Lender, Issuer or assignee or participant of a Lender or Issuer for the amount of any tax it deducts and withholds in accordance with regulations under Section 1441 of the Code. In addition, any Lender, if requested by Borrowers or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowers or Agent as will enable Borrowers or Agent to determine

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whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States of America, any Foreign Lender (or other Lender) shall deliver to Borrowers and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender (or other Lender) becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrowers or Agent, but only if such Foreign Lender (or other Lender) is legally entitled to do so), whichever of the following is applicable:

(i) two (2) duly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii) two (2) duly completed and executed originals of IRS Form W-8ECI,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two (2) duly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E,

(iv) to the extent a Foreign Lender is not the beneficial owner, two (2) duly completed and executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lenders are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct or indirect partner,

(v) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers to determine the withholding or deduction required to be made, or

(vi) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to Agent two (2) duly completed and executed originals of an IRS Form W-9 or any other form prescribed by Applicable Law demonstrating that such Lender is exempt from U.S. federal backup withholding tax.

Each Lender, Swing Loan Lender, Participant, Issuer, or Agent agrees that if any form it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers or Agent (in the case of Swing Loan Lender, Lender, Participant or Issuer) in writing of its inability to do so. On or before the date of this Agreement, the Agent (or any successor or replacement Agent, on or before the date on which it

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becomes the Agent hereunder), shall, to the extent applicable, deliver to the Borrower two (2) copies of properly completed and duly executed (x) IRS Form W-9, or (y) IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (certifying that it is either a “qualified intermediary” within the meaning of Treasury Regulations Section 1.1441-1(e)(5) that has assumed primary withholding obligations under the Code, including Chapters 3 and 4 of the Code, or a “U.S. branch” within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(iv) that is treated as a U.S. person for purposes of withholding obligations under the Code) (with respect to any payments received by the Agent on the account of others).

(f) If a payment made to a Lender, Swing Loan Lender, Participant, Issuer, or Agent under this Agreement or any Other Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Person fails 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, Swing Loan Lender, Participant, Issuer, or Agent shall deliver to the Agent (in the case of Swing Loan Lender, a Lender, Participant or Issuer) and Borrowers (A) a certification signed by a Financial Officer of such Person, (B) such documentation prescribed by law at such time or times reasonably requested by Borrowers or Agent (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and (C) other documentation reasonably requested by Agent or any Borrower sufficient for Agent and Borrowers to comply with their obligations under FATCA and to determine that Swing Loan Lender, such Lender, Participant, Issuer, or Agent has complied with such applicable reporting requirements or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) If Agent, Swing Loan Lender, Lender, Participant or Issuer determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section, it shall pay to Borrowers an amount equal to such refund (but only to the extent of indemnity payments made by Borrowers under this Section with respect to the Taxes giving rise to such refund); net of all out-of-pocket expenses (including Taxes) of the Agent, Swing Loan Lender, such Lender, Participant, or Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Body with respect to such refund), provided that Borrowers, upon the request of Agent, Swing Loan Lender, such Lender, Participant, or Issuer, agrees to repay the amount paid over to Borrowers pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to Agent, Swing Loan Lender, such Lender, Participant or Issuer in the event Agent, Swing Loan Lender, such Lender, Participant or Issuer is required to repay such refund to such Governmental Body. This Section shall not be construed to require Agent, Swing Loan Lender, any Lender, Participant, or Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrowers or any other Person.

3.11 Replacement of Lenders. If any Lender (an “Affected Lender”) (a) makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7 or 3.10 hereof, (b) is unable to make or maintain Term SOFR Rate Loans as a result of a condition described in Section 2.2(h) hereof, (c) is a Defaulting Lender, or (d) denies any consent requested by the Agent pursuant to Section 17.2(b) hereof, Borrowers may, within ninety (90) days

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of receipt of such demand, notice (or the occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section 2.2(h) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Agent pursuant to Section 17.2(b) hereof, as the case may be, by notice to the Agent and such Affected Lender (i) request the Affected Lender to cooperate with Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (the “Replacement Lender”); (ii) request the non-Affected Lenders to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as provided herein, but none of such Lenders shall be under any obligation to do so; or (iii) propose a Replacement Lender subject to approval by Agent in its good faith business judgment. If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, then such Affected Lender shall assign, in accordance with Section 17.3 hereof, all of its Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, and other rights and obligations under this Loan Agreement and the Other Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender.

IV. COLLATERAL: GENERAL TERMS

4.1 Security Interest in the Collateral. To secure the prompt payment and performance to Agent, Issuer and each Lender (and each other holder of any Obligations) of the Obligations, each Domestic Loan Party hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located. Each Domestic Loan Party shall mark its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Domestic Loan Party shall provide Agent with written notice of all commercial tort claims promptly upon the occurrence of any events giving rise to any such claim(s) (regardless of whether legal proceedings have yet been commenced), such notice to contain a brief description of the claim(s), the events out of which such claim(s) arose and the parties against which such claims may be asserted and, if applicable in any case where legal proceedings regarding such claim(s) have been commenced, the case title together with the applicable court and docket number. Upon delivery of each such notice, such Domestic Loan Party shall be deemed to thereby grant to Agent a security interest and lien in and to such commercial tort claims described therein and all proceeds thereof. Each Domestic Loan Party shall provide Agent with written notice promptly upon becoming the beneficiary under any letter of credit that has a face amount of more than $1,000,000 or otherwise obtaining any right, title or interest in any letter of credit rights, and shall promptly, but in any event within fifteen (15) Business Days, notify the Agent thereof in writing and, at the reasonable request of the Agent, shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, use commercially reasonable efforts to either (a) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Agent of the proceeds of the letter of credit, or (b) arrange for the Agent to become the transferee beneficiary of the letter of credit.

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4.2 Perfection of Security Interest. Each Domestic Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code, Cape Town Convention or other Applicable Law. By its signature hereto, each Domestic Loan Party hereby authorizes Agent to file against such Domestic Loan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Domestic Loan Party). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

4.3 Preservation of Collateral. Following the occurrence of a Default or Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Loan Party’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Loan Party’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Loan Parties’ owned or leased property. Each Loan Party shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to the Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.

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4.4 Ownership and Location of Collateral.

(a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Domestic Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Domestic Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Domestic Loan Party that appear on such documents and agreements shall be genuine and each Domestic Loan Party shall have full capacity to execute same; and (iv) each Domestic Loan Party’s equipment and Inventory shall be located as set forth on Schedule 4.4 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and equipment to the extent permitted in Section 7.1(b) hereof, or solely with respect to the Aircraft Collateral, to the extent permitted in Section 7.18 hereof.

(b) (i) There is no location at which any Domestic Loan Party has any Inventory (except for Inventory in transit) or other Collateral (except for Aircraft Collateral) other than those locations listed on Schedule 4.4; (ii) Schedule 4.4 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Domestic Loan Party is stored; none of the receipts received by any Domestic Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Domestic Loan Party and (B) the chief executive office of each Domestic Loan Party; (iv) Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Domestic Loan Party, identifying which properties are owned and which are leased, together with the names and addresses of any landlords; and (v) the Aircraft Collateral Certificate (including the certification delivered on the Closing Date) sets forth, among other things, a complete list of the Aircraft Collateral Owners and country of present location with respect to the Aircraft Collateral.

4.5 Defense of Agent’s and Lenders’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Loan Party nor any of their respective Subsidiaries shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Loan Party shall defend Agent’s interests in the Collateral against any and all Persons whatsoever. At any time following demand by Agent for payment of all Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Loan Parties shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, with respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code or other Applicable Law. Each Loan Party shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Loan Party’s possession, they, and each of them, shall be held by such Loan Party in trust as Agent’s trustee, and such Loan Party will immediately deliver them to Agent in their original form together with any necessary endorsement.

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4.6 Inspection of Premises. (x) So long as no Reporting Trigger Period is in existence, no more frequently than once per calendar year, and (y) if a Reporting Trigger Period is then in existence, at all reasonable times and from time to time as often as Agent shall elect in its Permitted Discretion (in each case, provided that unless an Event of Default has occurred and is continuing, Agent shall have provided at least seven (7) days’ notice of any such inspection), in each case, (i) Agent and each Lender shall have full access to and the right to audit, check, inspect and make abstracts and copies from each Loan Parties’ books, records, audits, correspondence and all other papers relating to the Collateral and the operation of each Loan Parties’ business and (ii) Agent, any Lender and their agents may enter upon any premises of any Loan Party (unless an Event of Default has occurred and is continuing, at any time during business hours and at any other reasonable time, from time to time as often as Agent shall elect in its sole discretion), for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Loan Parties’ business; provided, any field examination conducted by Agent in connection with the consummation of this Agreement, regardless of whether such field examination was completed as of the Closing Date, shall not be included in the cap set forth in the foregoing clause (x).

4.7 Appraisals. Agent may, in its Permitted Discretion, at any time and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Loan Parties’ assets; provided, so long as no Event of Default has occurred and is continuing, no more than one appraisal of the Aircraft Collateral and one appraisal of the Loan Parties’ Inventory consisting of Parts, which appraisals may be conducted separately (but shall include any appraisal conducted by the Agent in connection with the consummation of this Agreement), may be conducted in any calendar year. Absent the occurrence and continuance of an Event of Default at such time, Agent shall, with the Borrowing Agent’s written consent (such written consent not to be unreasonably withheld), identify such firm; it being understood that, in any event, any appraisal with respect to Aircraft Collateral shall be (a) from an internationally recognized firm of independent aircraft appraisers satisfactory to Agent in its Permitted Discretion, (b) the scope and methodology (including, to the extent relevant, any sampling procedure employed by such appraisal company) agreed to by Agent in its Permitted Discretion; provided that unless an Event of Default has occurred and is continuing, such appraisal shall be a “desktop” appraisal, and (c) prepared on the basis of customary market practices and procedures and any relevant guidelines and the code of ethics established by the International Society of Transport Aircraft Traders.

4.8 Receivables; Deposit Accounts and Securities Accounts.

(a) Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of a Borrowing Base Party, or work, labor or services theretofore rendered by a Borrowing Base Party as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Borrowing Base Party’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrowers to Agent.

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(b) Each Customer, to the best of each Loan Party’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due. With respect to such Customers of any Borrowing Base Party who are not solvent, such Borrowing Base Party has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

(c) Each Domestic Loan Party’s chief executive office is located as set forth on Schedule 4.4. Until written notice is given to Agent by Borrowing Agent of any other office at which any Domestic Loan Party keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

(d) Subject to Section 4.8(i), each Borrowing Base Party shall instruct their Customers to deliver all remittances upon Receivables (whether paid by check or by wire transfer of funds) to such Blocked Account(s) and/or Depository Accounts (and any associated lockboxes) as Agent shall designate from time to time as contemplated by Section 4.8(h) or as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing, subject to Section 4.8(i), to the extent any Loan Party directly receives any remittances upon Receivables, such Loan Party shall, at such Loan Party’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent all amounts received on Receivables, and, at all times after the Separation Date, shall not commingle such collections with any Loan Party’s funds or use the same except to pay Obligations, and shall as soon as possible and in any event no later than one (1) Business Day after the receipt thereof (i) in the case of remittances paid by check, deposit all such remittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into such Blocked Accounts(s) and/or Depository Account(s). Subject to Section 4.8(i), each Domestic Loan Party shall deposit in the Blocked Account and/or Depository Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness.

(e) Except with respect to the Government Lockbox Accounts and the Government Lockbox, at any time following the occurrence of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in and Lien on, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Except with respect to the Government Lockbox Accounts and the Government Lockbox, at any time after the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery and postage, telephone, facsimile, telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers’ Account and added to the Obligations.

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(f) Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Domestic Loan Party or Borrowing Base Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Domestic Loan Party and Borrowing Base Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Domestic Loan Party and Borrowing Base Party hereby constitutes Agent or Agent’s designee as such Domestic Loan Party’s or Borrowing Base Party’s attorney with power (i) at any time: (A) to endorse such Domestic Loan Party’s or Borrowing Base Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Domestic Loan Party’s or Borrowing Base Party’s name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Domestic Loan Party’s or Borrowing Base Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Domestic Loan Party or Borrowing Base Party at any post office box/lockbox maintained by Agent for Domestic Loan Parties and Borrowing Base Parties or at any other business premises of Agent; and (ii) at any time following the occurrence of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Domestic Loan Party’s or Borrowing Base Party’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to sue upon or otherwise collect, extend the time of payment of, settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Domestic Loan Party’s or Borrowing Base Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Domestic Loan Party’s or Borrowing Base Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; (H) to accept the return of goods represented by any of the Receivables; (I) to change the address for delivery of mail addressed to any Domestic Loan Party or Borrowing Base Party to such address as Agent may designate; and (J) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid.

(g) Neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom.

(h) Subject to Section 4.8(i), all proceeds of Collateral shall be deposited by Domestic Loan Parties into either (i) a lockbox account, dominion account or such other account over which Agent has control (including springing control) (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be acceptable to Agent (which may include no requirement for a control agreement with respect to a Blocked Account established with the Agent, as determined in the Agent’s sole discretion) or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds or established at a bank or banks pursuant to an arrangement with such depository account bank as may be acceptable to Agent. Except with respect to Excluded Accounts, Government Lockbox Accounts and the Government Lockbox, each

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applicable Domestic Loan Party, Agent and each Blocked Account Bank or applicable depository account bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account. At any time during a Dominion Trigger Period, Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing if so in place or otherwise, the disposition of funds in the Blocked Accounts and Depository Accounts (any such instructions, an “Activation Notice”) to Agent on a daily basis, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) at Agent. Prior to the Dominion Trigger Period, the applicable Loan Parties shall retain the right to direct the disposition of funds in the Blocked Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time that no Dominion Trigger Period shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Dominion Trigger Period shall exist at any time thereafter). All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security interest of Agent for its own benefit and the ratable benefit of Issuer, Lenders and all other holders of the Obligations, and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. Borrowing Agent shall notify each Customer of any Domestic Loan Party or Borrowing Base Party to send all future payments owed to a Domestic Loan Party or Borrowing Base Party by such Customer, including, but not limited to, payments on any Receivable, to a Blocked Account or Depository Account, (i) with respect to any Person that is a Customer of any Domestic Loan Party or Borrowing Base Party on the Closing Date, within thirty (30) days of the Closing Date and (ii) with respect to any Person that is not a Customer on the Closing Date, promptly upon such Person becoming a Customer of a Domestic Loan Party (other than a Government Account Debtor) or Borrowing Base Party. If any Loan Party shall receive any collections or other proceeds of the Collateral, such Loan Party shall hold such collections or proceeds in trust for the benefit of Agent and, during a Dominion Trigger Period, deposit such collections or proceeds into a Blocked Account or Depository Account within one (1) Business Day following such Loan Party’s receipt thereof. All Deposit Accounts, investment accounts and other bank accounts of any Loan Party, including, without limitation, all Blocked Accounts and Depository Accounts are described and set forth on Schedule 4.8(h) hereto. Notwithstanding anything to the contrary in this Agreement or in the O&G Credit Agreement, (x) solely prior to the Separation Date (other than with respect to the Government Lockbox Accounts and the Government Lockbox), the Loan Parties and the Loan Parties (as defined in the O&G Credit Agreement) shall be permitted to comingle any amounts within deposit accounts maintained with the Agent (and with respect to deposit accounts in the name of any Loan Party, within deposit accounts maintained with any other financial institutions where such deposit accounts are subject to a deposit account control agreement in form and substance satisfactory to Agent) and (x) on and at all times after the Separation Date, all proceeds of Collateral shall be deposited by the Loan Parties into Blocked Accounts or Depository Accounts in the name of the applicable Loan Party (in accordance with this clause (h)).

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(i) Each Healthcare Borrower shall maintain one or more Government Lockbox Accounts with a Lockbox Bank. Each Healthcare Borrower shall execute with Agent, O&G Credit Agreement Agent, and the Lockbox Bank a Government Depositary Agreement with respect to each Government Lockbox Account and Government Lockbox. Each Government Depositary Agreement shall provide, among other things, that (A) the Lockbox Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Government Lockbox Account and/or Government Lockbox other than for payment of its service fees and other charges directly related to the administration of such Government Lockbox Account and/or such Government Lockbox and for returned checks or other items of payment, and (B) pursuant to the sweep instructions of the applicable Healthcare Borrower, the Lockbox Bank will forward, by daily sweep, all amounts in the Government Lockbox Account and in the Government Lockbox to a Blocked Account and/or Depository Accounts. Each Healthcare Borrower hereby agrees that it will not change any sweep instruction set forth in any Government Depositary Agreement without the prior written consent of the Agent.

(j) No Domestic Loan Party nor Borrowing Base Party will, without Agent’s consent, compromise or adjust any material amount of the Receivables (or extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, extensions of time for payment, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Domestic Loan Party or Borrowing Base Party.

(k) All deposit accounts (including all Blocked Accounts and Depository Accounts, Government Lockbox Accounts and Government Lockboxes), securities accounts and investment accounts of each Loan Party as of the Closing Date are set forth on Schedule 4.8(h). No Domestic Loan Party shall open any new deposit account, securities account or investment account (other than an Excluded Account) unless (i) Borrowers shall have given at least ten (10) days prior written notice to Agent and Agent has consented in writing, and (ii) (x) if such account (other than Government Lockbox Accounts and the Government Lockbox) is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Domestic Loan Party and Agent shall first have entered into a securities or deposit account control agreement, as applicable, in form and substance satisfactory to Agent sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account within thirty (30) days of opening such account, and (y) if such account is a Government Lockbox Account or Government Lockbox that is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Healthcare Borrower and Agent shall first have entered into a Government Depositary Agreement in accordance with Section 4.8(i) over such account within thirty (30) days of opening such account.

4.9 Inventory. To the extent Inventory held for sale or lease has been produced by any Domestic Loan Party, it has been and will be produced by such Domestic Loan Party in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

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4.10 Maintenance of Equipment. All Aircraft Collateral shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the equipment shall be maintained and preserved, other than Aircraft Collateral in long-term storage. The Domestic Loan Parties will, and will cause their Subsidiaries to, cause the Aircraft Collateral, including each Engine and Part constituting Aircraft Collateral, to be operated in accordance with manufacturer’s, supplier’s or service provider’s mandatory instructions or manuals pertaining to same. No Domestic Loan Party nor any of its Subsidiaries shall use or operate the equipment in violation of any law, statute, ordinance, code, rule or regulation. The Domestic Loan Parties agree, and shall cause their Subsidiaries to agree, that the Domestic Loan Parties or their Subsidiaries, as applicable, will not operate, use or maintain the Aircraft Collateral, including each Engine and Part constituting Aircraft Collateral, in violation of any airworthiness certificate, license or registration relating to the Aircraft Collateral. In the event that any law, rule or regulation or order applicable to the Aircraft Collateral requires alteration, repair or modification of the Aircraft Collateral, the Domestic Loan Parties shall, at Domestic Loan Parties’ expense, conform thereto, or obtain conformance therewith, maintain the same in proper operating condition under such laws, rules, regulations and orders, and any such modifications shall immediately, without further act, become the property of the Domestic Loan Parties.

4.11 Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Domestic Loan Party’s or Borrowing Base Party’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Domestic Loan Party’s or Borrowing Base Party’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Domestic Loan Party or Borrowing Base Party of any of the terms and conditions thereof.

4.12 Financing Statements. Except with respect to the financing statements filed by Agent, financing statements described on Schedule 1.2(a), and financing statements filed in connection with Permitted Encumbrances, no financing statement covering any of the Collateral or any proceeds thereof is or will be on file in any public office.

4.13 State of Registration, Ownership and Perfection Requirements of Aircraft Collateral.

(a) State of Registration. Borrower shall at all times cause and maintain each Aircraft constituting Aircraft Collateral to be duly registered with (i) the FAA or (ii) the Aviation Authority in a State of Registration that is a Contracting State other than the United States (each such State of Registration, together with Papua New Guinea, the Philippines, Trinidad and Tobago, Ghana, and prior to the Separation Date, New Zealand, Australia and Cyprus, a “Permitted Foreign Jurisdiction”); provided that on the Closing Date all Aircraft will be duly registered with (x) the FAA or (y) the Aviation Authority of a Permitted Foreign Jurisdiction; provided further that, unless

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agreed to by Agent in its Permitted Discretion, Borrower shall not cause or permit any Aircraft constituting Aircraft Collateral to be deregistered with the FAA or the Aviation Authority of any Permitted Foreign Jurisdiction (i) at any time that Domestic Aircraft Collateral NOLV is less than $75,000,000, or (ii) if at any time Domestic Aircraft Collateral NOLV shall be less than $75,000,000 upon deregistration of any such Aircraft with the FAA or Permitted Foreign Jurisdiction.

(b) Ownership. Each Aircraft Collateral Owner shall at all times be (i) a Borrower or Guarantor hereunder and (ii) organized under the laws of any State of the United States of America or the District of Columbia, and prior to the Separation Date, Australia, New Zealand, Cyprus or such other jurisdiction agreed to by Agent in its Permitted Discretion on a case-by-case basis in respect of each such Aircraft Collateral Owner.

(c) Perfection Requirements. Subject to Section 4.13(c)(iii) below, the Borrowers shall, at their sole cost and expense, take or cause to be taken all steps necessary from time to time to perfect and maintain Agent’s (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as O&G Credit Agreement Agent) first priority perfected security interest (subject only to Permitted Encumbrances) in the Aircraft Collateral (the “Perfection Requirements”), as set forth below:

(i) with respect to all Aircraft Collateral, each Borrower shall register or cause to be registered or consent to the registration with the International Registry of, and shall take such further actions as may be necessary or desirable, or that the Agent may reasonably request, to effect the registration with the International Registry (including any documents, instruments or filings in the State of Registration to give effect to such registrations) of: (i) the International Interest, if any, created by this Agreement with respect to such Aircraft or Engine; (ii) the International Interest provided for in any Cape Town Lease to which such Borrower is a lessor or lessee; (iii) the assignment to the Agent of each International Interest described in clause (ii); and (iv) with respect to any after-acquired Aircraft Collateral in accordance with Section 6.19, the contract of sale with respect to any Aircraft by which title to such Aircraft is conveyed by or to such Borrower (collectively, the “Required Cape Town Registrations”); provided that (1) on or prior to the date that an Aircraft or Engine is owned by any Borrower, the relevant Borrower shall cause its International Registry administrator (acting directly or through a Transacting User Entity (as defined in the Cape Town Convention) or a Professional User Entity (as defined in the Cape Town Convention) to whom it has given an authorization) to commence effecting the applicable registrations with the International Registry described in clauses (i) through (iv) above (or if such registrations require receipt after such date from the applicable relevant governmental entity of any codes, such later date that is as promptly as reasonably practicable after receipt of such codes, provided that such codes are procured diligently and within the customary time period for the applicable jurisdiction in accordance with the advice of counsel to the Borrower in the applicable jurisdiction and such Borrower shall inform the Agent if such counsel advises the Borrower that such counsel anticipates the time period for the issuance of such codes will be significantly longer than customary time periods for issuance of similar codes in such jurisdiction) and (2) in connection with any registrations with the International Registry described in clause (ii) and (iii) above, the Agent shall be registered as the holder of the right to discharge such registrations. To the extent that (A) the Agent’s consent is required for any such registration, or (B) the Agent is required to initiate any such registration, the Agent shall cause such consent or such initiation of such registration to be effected at the request of the Borrower, and no Borrower shall be in breach of this section should the Agent fail to do provided that such failure is not a result of any act or omission by Borrower; provided further that the Required Cape Town Registrations shall not be required if the burden or cost outweighs the benefit afforded thereby as determined by Agent in its Permitted Discretion;

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(ii) with respect to all Aircraft Collateral, inclusion of the Aircraft and Engines in a New York law Aircraft Mortgage, completion of the applicable requirements set forth in such Aircraft Mortgage and, to the extent possible in the applicable jurisdiction and/or under Applicable Law, filing and maintaining such Aircraft Mortgage with the FAA (including any supplements or modifications from time to time in relation thereto), execution of an Irrevocable Deregistration and Export Authorization Request (“IDERA”) in favor of the Agent in form and substance reasonably acceptable to the Agent, and filing of such IDERA with the applicable Aviation Authority, as confirmed by an opinion of legal counsel in the applicable jurisdiction addressed to and in a form reasonably acceptable to Agent; provided, that no IDERA shall be required to be obtained or filed (A) in any Permitted Foreign Jurisdiction that is not a Contracting State or (B) if determined by the Agent in its Permitted Discretion that the burden or cost outweighs the benefit afforded thereby; and

(iii) and in addition to the foregoing, solely with respect to any Aircraft Collateral to be registered in a Permitted Foreign Jurisdiction, prior to or contemporaneously with such registration no Default or Event of Default shall be in existence.

(d) Domestic Aircraft Collateral NOLV. Domestic Aircraft Collateral NOLV shall not, at any time, be less than $75,000,000; provided, that if Domestic Aircraft Collateral NOLV is at any time less than $75,000,000, Borrowers shall have a period of fifteen (15) Business Days to pledge additional Aircraft Collateral to Agent such that the Domestic Aircraft Collateral NOLV following such pledge is at least $75,000,000. Borrower shall provide an updated Aircraft Collateral Certificate together with any other information, documentation (including Aircraft Mortgages and supplements thereto), financing statements, appraisals, certificates and legal opinions as may be necessary or advisable, in the Permitted Discretion of Agent, to vest in the Agent, a perfected security interest, subject only to Permitted Encumbrances, in such additional Aircraft Collateral and to verify the NOLV of such additional Aircraft Collateral.

4.14 Investment Property.

(a) If a Loan Party shall become entitled to receive or shall receive any certificate, option or rights in respect of the Pledged Equity hereunder, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Equity, or otherwise in respect thereof, such Loan Party shall accept the same as the agent of Agent, hold the same in trust for Agent deliver the same forthwith to Agent in the exact form received, duly indorsed by such Loan Party to Agent, if required, together with an undated instrument of transfer covering such certificate duly executed in blank by such Loan Party, to be held by Agent, subject to the terms hereof, as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right to request that (i) any sums paid upon or in respect of such Equity Interests upon the liquidation or dissolution of any issuer thereof shall be paid over to Agent to be held by it hereunder as additional Collateral for the Obligations,

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and (ii) in case any distribution of capital shall be made on or in respect of such Equity Interests or any property shall be distributed upon or with respect to such Equity Interests pursuant to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall, and unless otherwise subject to a perfected Lien in favor of Agent, be delivered to Agent to be held by it hereunder as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of such Equity Interests shall be received by such Loan Party, such Loan Party shall if so requested by Agent, until such money or property is paid or delivered to Agent, hold such money or property in trust for Agent, segregated from other funds of such Loan Party, as additional Collateral for the Obligations.

(b) Without the prior written consent of Agent, such Loan Party will not create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Equity Interests or proceeds thereof, or any interest therein, except for Permitted Encumbrances.

(c) If an Event of Default shall occur and be continuing and Agent shall give notice of its intent to exercise such rights to the Borrowing Agent, Agent shall have the right to receive any and all cash dividends and distributions, payments or other proceeds paid in respect of the Equity Interests and make application thereof in accordance with Section 11.5.

(d) UPON THE OCCURRENCE OF AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH LOAN PARTY HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS ITS PROXY AND ATTORNEY-IN-FACT WITH RESPECT TO THE PLEDGED EQUITY, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED EQUITY, WITH FULL POWER OF SUBSTITUTION TO DO SO. If no Event of Default has occurred and is continuing hereunder, Loan Party shall retain the right, where applicable, to vote and give consents with respect to the Pledged Equity for all purposes not inconsistent with the provisions of this Agreement and the Other Documents, and Agent shall, if necessary, execute due and timely proxies in favor of Loan Party for this purpose.

4.15 Automatic Release.

(a) Upon the occurrence of the Separation Date, (i) the Guaranties provided by the Separation Date Guarantors will automatically be released and (ii) the security interest granted hereunder and/or under any Other Document by the Separation Date Guarantors will automatically be released, including all such Liens in favor of, or held by, the Agent, and, in each case, each of the Lenders hereby consents to each such release and authorizes the Agent to take all such actions reasonably necessary to give effect to each such release.

(b) Upon (i) the Disposition of any Collateral (including Aircraft Collateral, or other assets subject to the Agent’s Lien that do not necessarily constitute Collateral hereunder) permitted to be Disposed pursuant to Section 7.1(b) or (ii) any Aircraft Collateral (or other assets subject to the Agent’s Lien that do not necessarily constitute Aircraft Collateral hereunder) becomes (x) subject to a Permitted Encumbrance relating to Permitted Indebtedness incurred pursuant to any of clauses (k) or (o) of the definition of Permitted Indebtedness or (y) Excluded

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Property, in either case of clause (i) or (ii) and subject to satisfaction of any required conditions to such Disposition with respect clause (i) (if any), the Lien securing the Obligation hereunder in favor of the Agent with respect to such Collateral shall automatically be released and each of the Lenders hereby consents to such release and authorizes the Agent to take all such actions reasonably necessary to give effect to such release and the Agent shall reasonably cooperate to effectuate, or reflect of public record, the release and discharge of such security interests.

V. REPRESENTATIONS AND WARRANTIES.

Each Specified Loan Party represents and warrants as follows:

5.1 Authority. Each Specified Loan Party has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Specified Loan Party, and this Agreement and the Other Documents to which it is a party constitute the legal, valid and binding obligation of such Specified Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents to which it is a party (a) are within such Specified Loan Party’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law or the terms of such Specified Loan Party’s Organizational Documents or to the conduct of such Specified Loan Party’s business or undertaking to which such Specified Loan Party is a party or by which such Specified Loan Party is bound, (b) will not conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Specified Loan Party under the provisions of any agreement, instrument, or other document to which such Specified Loan Party is a party or by which it or its property is a party or by which it may be bound.

5.2 Formation and Qualification; Investment Property.

(a) Each Specified Loan Party is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Specified Loan Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Specified Loan Party. Each Specified Loan Party has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any amendment or changes thereto.

(b) The only Subsidiaries of each Specified Loan Party are listed on Schedule 5.2(b).

(c) All of the Pledged Equity has been duly and validly issued and is fully paid and non-assessable.

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5.3 Survival of Representations and Warranties. All representations and warranties of such Specified Loan Party contained in this Agreement and the Other Documents to which it is a party shall be true at the time of such Specified Loan Party’s execution of this Agreement and the Other Documents to which it is a party, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.

5.4 Tax Returns. Each Specified Loan Party’s federal tax identification number is set forth on Schedule 5.4. Each Specified Loan Party has filed all federal, state and local tax returns and other reports that each is required by law to file and has paid all Taxes that are due and payable except (a) Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. The provision for taxes on the books of each Specified Loan Party is adequate for all years not closed by applicable statutes, and for its current fiscal year, and no Specified Loan Party has any knowledge of any material deficiency or additional assessment in connection therewith not provided for on its books.

5.5 Financial Statements.

(a) The pro forma funds flow of Borrowers on a Consolidated Basis (the “Pro Forma Funds Flow”) furnished to Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement (collectively, the “Transactions”) and is accurate, complete and correct and fairly reflects the financial condition of Borrowers on a Consolidated Basis as of the Closing Date after giving effect to the Transactions. The Pro Forma Funds Flow has been certified as accurate, complete and correct in all material respects by a Responsible Officer of Borrowing Agent.

(b) The projected consolidated income statement as of December 31, 2023, a copy of which is annexed hereto as Exhibit 5.5(b) (the “Projections”) was prepared by a Financial Officer of PHI Group, is based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Borrowers’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Funds Flow are referred to as the “Pro Forma Financial Statements”.

(c) The consolidated balance sheets of the Loan Parties, and such other Persons described therein, as of December 31, 2022, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application to which such accountants concur) and present fairly the financial position of Borrowers at such date and the results of their operations for such period. Since December 31, 2022 there has been no change in the condition, financial or otherwise, of Borrowers as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, equipment and Real Property owned by Borrowers, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse.

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5.6 Entity Names. No Domestic Loan Party has been known by any other company or corporate name, as applicable, in the past five (5) years and does not sell Inventory under any other name except as set forth on Schedule 5.6, nor has any Domestic Loan Party been the surviving corporation or company, as applicable, of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years.

5.7 Environmental Compliance; Flood Insurance.

(a) Except as set forth on Schedule 5.7 hereto or as could not reasonably be expected to have a Material Adverse Effect, each Specified Loan Party is in compliance with Environmental Laws and there are no outstanding citations, notices of violation or orders of non-compliance issued to any Specified Loan Party or relating to its business or equipment under any Environmental Law.

(b) Except as set forth on Schedule 5.7 hereto or as could not reasonably be expected to have a Material Adverse Effect, each Specified Loan Party has been issued all federal, state and local licenses, certificates or permits (collectively, “Approvals”) required for the operation of the commercial business of any Specified Loan Party pursuant to any applicable Environmental Law, and all such Approvals are in full force and effect.

(c) Except as set forth on Schedule 5.7 or as could not reasonably be expected to have a Material Adverse Effect: (i) to each Specified Loan Party’s knowledge, there have been no releases, spills, discharges, leaks or disposal (collectively referred to as “Releases”) of Hazardous Materials at, upon, under or migrating from or onto any Real Property owned, leased or occupied by any Specified Loan Party, except for Releases in compliance with Environmental Laws; (ii) to each Specified Loan Party’s knowledge, there are no underground storage tanks or polychlorinated biphenyls on any Real Property, except for such underground storage tanks or polychlorinated biphenyls that are present in compliance with Environmental Laws; and (iii) the Real Property has never been used by any Specified Loan Party to treat, store or dispose of Hazardous Materials, except as authorized by Environmental Laws.

(d) To the extent Domestic Loan Parties have granted a Mortgage to Agent, for the benefit of itself and the Lenders, all Material Real Property owned by Domestic Loan Parties is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage in amounts sufficient to insure the assets and risks of each such Domestic Loan Party if and to the extent required under any applicable Flood Law and in general accordance with prudent business practice in the industry of such Domestic Loan Party. To the extent Domestic Loan Parties have granted a Mortgage to Agent, for the benefit of itself and the Lenders, each Domestic Loan Party has taken all actions if and to the extent required under the Flood Laws and/or requested by Agent in its Permitted Discretion to assist in ensuring that each Lender is in material compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure located upon any Material Real Property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, if and to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral in general accordance with prudent business practice.

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5.8 Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.

(a) (i) Before and after giving effect to the Transactions, each Specified Loan Party is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, (ii) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities, and (iii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) is in excess of the amount of its liabilities.

(b) Except as disclosed in Schedule 5.8(b)(i), no Specified Loan Party has any pending or threatened litigation, arbitration, actions or proceedings involving claims in excess of $1,000,000. No Specified Loan Party has any outstanding Indebtedness other than the Obligations, except for (i) Indebtedness disclosed in Schedule 5.8(b)(ii) and (ii) Indebtedness otherwise permitted under Section 7.8 hereof.

(c) No Specified Loan Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Specified Loan Party in violation of any order of any court, Governmental Body or arbitration board or tribunal. Each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, except as would not reasonably be expected have a Material Adverse Effect.

(d) No Termination Event has occurred, except as would not reasonably be expected to have a Material Adverse Effect. No Specified Loan Party or member of the Controlled Group (i) has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA except as would not reasonable be expected to have a Material Adverse Effect, or (ii) maintains any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code, other than as would not reasonably be expected to have a Material Adverse Effect.

5.9 Patents, Trademarks, Copyrights and Licenses. All Intellectual Property owned or utilized by any Domestic Loan Party: (i) is set forth on Schedule 5.9; (ii) is valid and has been duly registered or filed with all appropriate Governmental Bodies; and (iii) constitutes all of the intellectual property rights which are necessary for the operation of its business. There is no objection to, pending challenge to the validity of, or proceeding by any Governmental Body to suspend, revoke, terminate or adversely modify, any such Intellectual Property and no Domestic Loan Party is aware of any grounds for any challenge or proceedings, except as set forth in Schedule 5.9 hereto. All Intellectual Property owned or held by any Domestic Loan Party consists of original material or property developed by such Domestic Loan Party or was lawfully acquired by such Domestic Loan Party from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof.

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5.10 Licenses and Permits. Except as set forth in Schedule 5.10 and except with respect to Healthcare Authorizations, each Specified Loan Party (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits (including accreditation by the appropriate Governmental Bodies and industry accreditation agencies required by Applicable Law) for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to procure such licenses or permits could reasonably be expected to have a Material Adverse Effect.

5.11 Default of Indebtedness. No Specified Loan Party is in default in the payment of the principal of or interest on any Indebtedness or under any instrument or agreement under or subject to which any Indebtedness has been issued and no event has occurred under the provisions of any such instrument or agreement which with or without the lapse of time or the giving of notice, or both, constitutes or would constitute an event of default thereunder.

5.12 No Default. No Default or Event of Default has occurred.

5.13 No Burdensome Restrictions. No Specified Loan Party is party to any contract or agreement the performance of which could reasonably be expected to have a Material Adverse Effect. No Specified Loan Party has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance.

5.14 No Labor Disputes. No Specified Loan Party is involved in any labor dispute; there are no strikes or walkouts or union organization of any Specified Loan Party’s employees threatened or in existence and no labor contract is scheduled to expire during the Term other than as set forth on Schedule 5.14 hereto.

5.15 Margin Regulations. No Specified Loan Party is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.

5.16 Investment Company Act. No Specified Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.

5.17 Disclosure. No representation or warranty made by any Specified Loan Party in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to any Specified Loan Party or which reasonably should be known to such Specified Loan Party which such Specified Loan Party has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which could reasonably be expected to have a Material Adverse Effect.

5.18 [Reserved].

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5.19 [Reserved].

5.20 Swaps. No Specified Loan Party is a party to, nor will it be a party to, any swap agreement whereby such Specified Loan Party has agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination following an event of default thereunder are payable on an unlimited “two-way basis” without regard to fault on the part of either party.

5.21 Business and Property of Specified Loan Parties. Upon and after the Closing Date, Specified Loan Parties and their Subsidiaries do not propose to engage in any business other than the Permitted Businesses. On the Closing Date, each Specified Loan Party will, and will cause its Subsidiaries to, own all the property and possess all of the rights and Consents necessary for the conduct of the business of such Specified Loan Party or its Subsidiaries.

5.22 Ineligible Securities. Borrowers and its Subsidiaries do not intend to use and shall not use any portion of the proceeds of the Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter, Ineligible Securities being underwritten by a securities Affiliate of Agent or any Lender.

5.23 Federal Securities Laws. None of the Specified Loan Parties nor any of their respective Subsidiaries (i) are, except with respect to securities set forth on Schedule 5.23(i), required to file periodic reports under the Exchange Act, (ii) have, except as set forth on Schedule 5.23(ii), any securities registered under the Exchange Act or (iii) have, except as set forth on Schedule 5.23(iii) filed a registration statement that has become effective under the Securities Act.

5.24 Equity Interests. The authorized and outstanding Equity Interests of each Specified Loan Party and its Subsidiaries, and each legal and beneficial holder thereof as of the Closing Date, are as set forth on Schedule 5.24(a) hereto. All of the Equity Interests of each Specified Loan Party and its Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Specified Loan Party or its Subsidiaries or any of the shareholders of any Specified Loan Party or its Subsidiaries is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Specified Loan Parties and its Subsidiaries. Except as set forth on Schedule 5.24(c), no Specified Loan Party or any if its Subsidiaries has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

5.25 Commercial Tort Claims. No Domestic Loan Party has any commercial tort claims involving claims in excess of $1,000,000, except as set forth on Schedule 5.25 hereto.

5.26 Letter of Credit Rights. As of the Closing Date, no Domestic Loan Party has any letter of credit rights except as set forth on Schedule 5.26 hereto.

5.27 [Reserved].

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5.28 Certificate of Beneficial Ownership. The Certificate of Beneficial Ownership executed and delivered to Agent and Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. The Borrowers acknowledge and agree that the Certificate of Beneficial Ownership is one of the Other Documents.

5.29 Healthcare Authorizations. During the past three (3) years, each Healthcare Borrower (a) has, or has made timely application for in accordance with applicable Healthcare Laws, all Healthcare Authorizations necessary to carry on the business of such Borrower, and have made all declarations and filings with, all applicable Governmental Bodies necessary to engage in the ownership, management and operation of each such Borrower’s business and assets, in each case, except where failure to do so would not have a Material Adverse Effect, and (b) has not received a citation which could reasonably be expected to have a Material Adverse Effect, nor has any knowledge that any Governmental Bodies considering limiting, suspending or revoking any such Healthcare Authorization which limitation, suspension or revocation could reasonably be expected to have a Material Adverse Effect. All of such Healthcare Authorizations are valid and in full force and effect and each Healthcare Borrower is in compliance with the terms and conditions of all such Healthcare Authorizations, except where failure to be in such compliance or for a Healthcare Authorization to be valid and in full force and effect would not have a Material Adverse Effect.

5.30 HIPAA Compliance. To the extent that and for so long as any Healthcare Borrower is a “covered entity” or “business associate” as either such term is defined under HIPAA, each such Borrower during the past three (3) years has complied with applicable HIPAA requirements, except where failure to be in such compliance would not have a Material Adverse Effect.

5.31 Reimbursement; Third Party Payors. The items, goods and services provided in each Healthcare Borrower’s respective business are qualified for participation (to the extent such Borrower currently or hereafter participates) in the Government Reimbursement Programs, and each such Borrower is entitled to reimbursement under the Government Reimbursement Programs for items, goods and services rendered by such Borrower (to the extent such Borrower currently or hereafter participates therein) to qualified beneficiaries, and each such Borrower complies in all material respects with the conditions of participation (to the extent such Borrower currently or hereafter participates) in the Government Reimbursement Programs and the requirements thereof. Each Healthcare Borrower is in compliance in all material respects with contracts with Non-Government Payors and is entitled to reimbursement under such contracts. Without limitation, there is no condition not complied with that could reasonably be expected to jeopardize participation in any Government Reimbursement Program or related contracts or otherwise could reasonably be expected to have a Material Adverse Effect.

5.32 Other Healthcare Regulatory Matters. As of the Closing Date, except as disclosed on Schedule 5.32, no Borrower (i) is a party to a corporate integrity agreement, (ii) has any reporting obligations pursuant to a settlement agreement, or other remedial measure entered into with a Governmental Body with monetary obligations in excess of $250,000, or (iii) to the Borrower’s knowledge, is or has been a defendant in any qui tam/false claims act litigation.

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5.33 Compliance with Healthcare Laws.

(a) Each Healthcare Borrower has timely filed or caused to be timely filed during the past three (3) years, all reports required by a Government Reimbursement Program with respect to the business operations of such Borrower, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of any Healthcare Borrower, there are no claims, actions or appeals pending (and no such Borrower has, during the past three (3) years, filed any claims or reports which could be reasonably expected to result in any such claims, actions or appeals) before any Governmental Body pertaining to such Borrower’s business operations including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of CMS, with respect to any Medicare or Medicaid reports or claims filed by such Borrower, or any disallowance by any Governmental Body in connection with any audit of such cost reports, in each case except as could not reasonably be expected to have a Material Adverse Effect.

(b) Each Healthcare Borrower currently is in compliance with all applicable Healthcare Laws, unless such non-compliance could not be reasonably expected to have a Material Adverse Effect.

(c) During the past three (3) years, no director, officer, shareholder (to the best of its knowledge), or Person with an “ownership or control interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Healthcare Borrower or the knowledge of any Healthcare Borrower, employee or agent: (1) has had a civil monetary penalty assessed against his or her personally pursuant to 42 U.S.C. §1320a-7a; (2) other than as disclosed on Schedule 5.33, has, prior to the Closing Date, been personally excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b); (3) has been personally convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518.

(d) All Persons providing or delivering any Healthcare Services for or on behalf of any Healthcare Borrower (either as an employee, independent contractor or otherwise) are appropriately licensed in every jurisdiction in which they provide or deliver any such Healthcare Services on behalf of such Healthcare Borrower, except where failure to do so would not have a Material Adverse Effect.

5.34 Information with Respect to Certain Aircraft. The information in the Aircraft Collateral Certificate delivered to the Agent from time to time is true, accurate, and complete.

5.35 Sanctions and other Anti-Terrorism Laws. No (a) Covered Entity or (x) any of its officers, directors or, to the knowledge of each Loan Party, affiliates, consultants, brokers or agents acting on a Covered Entity’s behalf in connection with this Agreement, or (y) to the knowledge of each Loan Party, any of its employees: (i) is a Sanctioned Person; (ii) directly, or indirectly through any third party, is engaged in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction, or any transactions or other dealings that otherwise are prohibited by any Ant-Terrorism Laws; (b) Collateral is Embargoed Property.

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5.36 Anti-Corruption Laws. Each Covered Entity (a) has conducted its business in compliance with all Anti-Corruption Laws and (b) has instituted and maintains policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.

VI. AFFIRMATIVE COVENANTS.

As used in this Article VI, each reference to Specified Loan Party or Specified Loan Parties and its or their Subsidiaries shall, in each such cases, be deemed to exclude PHI Aviation, PHI Helipass, PHI Tech Services, the Specified Foreign Subsidiaries and their respective Subsidiaries. Each Specified Loan Party agrees, until payment in full of the Obligations and termination of this Agreement, that:

6.1 Compliance with Laws. Each Specified Loan Party shall, and shall cause its Subsidiaries to, comply in all material respects with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Specified Loan Party’s and its Subsidiaries’ business the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard).

6.2 Conduct of Business and Maintenance of Existence and Assets. Each Specified Loan Party shall, and shall cause its Subsidiaries to, (a) conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including all Intellectual Property and take all actions necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so could reasonably be expected to have a Material Adverse Effect.

6.3 Books and Records. Each Specified Loan Party shall keep proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Loan Parties.

6.4 Payment of Taxes. Each Specified Loan Party shall, and shall cause its Subsidiaries to, pay, when due, all Charges lawfully levied or assessed upon such Specified Loan Party and its Subsidiaries or any of the Collateral, including real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes. Agent will not pay Charges to the extent that any applicable Specified Loan Party has Properly Contested those Charges. The amount of any payment by Agent under this Section 6.4 shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations and, until Specified Loan Parties shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has been made), Agent may hold without interest any balance standing to Borrowers’ credit and Agent shall retain its security interest in and Lien on any and all Collateral held by Agent.

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6.5 Financial Covenants.

(a) Fixed Charge Coverage Ratio. The Borrowers shall cause to be maintained as of the end of each fiscal quarter beginning December 31, 2023, a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00, for the four (4) fiscal quarters then ended.

(b) Net Leverage Ratio. The Borrowers shall cause to be maintained as of the end of each fiscal quarter beginning December 31, 2023, a Net Leverage Ratio of not greater than 3.50 to 1.00, for the four (4) fiscal quarters then ended.

(c) Equity Cure Right. Notwithstanding the foregoing Section 6.5(a) and (b), if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and/or (b) (a “Curable Default”), an equity contribution resulting from Borrowers issuing Equity Interests in exchange for cash, in an amount (the “Specified Contribution”) sufficient to, when added to Adjusted EBITDA as more fully set forth below, cause Borrowers to be in compliance with Section 6.5(a) or (b) after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8, will, at the written request of Borrowing Agent, and without duplicative effect, be included in the calculations of Adjusted EBITDA solely for the purposes of determining compliance with such applicable financial covenant at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5(a) and/or (b); (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating Adjusted EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Adjusted EBITDA or that include Adjusted EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period; (d) there shall be no more than eight (8) Specified Contributions made during the Term; and (e) the proceeds of all Specified Contributions will be paid to Agent and applied in accordance with the Order of Other Collateral Proceeds Application. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral or any other rights and remedies provided in Section 11.1. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.

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6.6 Insurance.

(a) Each Domestic Loan Party shall, and shall cause its domestic Subsidiaries to, (i) keep all its insurable properties and properties in which such Domestic Loan Party has an interest insured against the hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to such Domestic Loan Party’s including business interruption insurance; (ii) maintain a bond in such amounts as is customary in the case of companies engaged in businesses similar to such Domestic Loan Party insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers and employees who may either singly or jointly with others at any time have access to the assets or funds of such Domestic Loan Party either directly or through authority to draw upon such funds or to direct generally the disposition of such assets; (iii) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; (iv) maintain all such worker’s compensation or similar insurance as may be required under the laws of any state or jurisdiction in which such Domestic Loan Party is engaged in business; (v) furnish Agent with (A) copies of all policies and evidence of the maintenance of such policies by the renewal thereof before any expiration date, and (B) appropriate lender loss payable endorsements in form and substance satisfactory to Agent, naming Agent as an additional insured and mortgagee and/or lender loss payee (as applicable) as its interests may appear with respect to all insurance coverage referred to in clauses (i) and (iii) above, and providing (I) that all proceeds thereunder shall be payable to Agent, (II) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy, and (III) that such policy and lender loss payable clauses may not be cancelled, amended or terminated unless at least thirty (30) days prior written notice is given to Agent (or in the case of non-payment, at least ten (10) days prior written notice). In the event of any loss thereunder, the carriers named therein hereby are directed by Agent and the applicable Domestic Loan Party to make payment for such loss to Agent and not to such Domestic Loan Party and Agent jointly. If any insurance losses are paid by check, draft or other instrument payable to any Domestic Loan Party and Agent jointly, Agent may endorse such Domestic Loan Party’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash.

(b) To the extent Domestic Loan Parties have granted a Mortgage to Agent, for the benefit of itself and the Lenders, each Domestic Loan Party shall take all actions required under the Flood Laws and/or requested by Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral, and thereafter maintaining such flood insurance in full force and effect for so long as required by the Flood Laws.

(c) Agent is hereby authorized to approve claims under insurance coverage referred to in Sections 6.6(a)(i), and (iii) and 6.6(b) above. Solely in the event that Domestic Aircraft Collateral NOLV is less than $75,000,000 at the time of receipt by Domestic Loan Parties of any loss recoveries under any insurance policies referred to in this Section 6.6, the Net Proceeds of such recoveries shall be applied to the Obligations in accordance with the (x) Order of Aircraft Proceeds Application, with respect to any recoveries of Aircraft Collateral, and (y) Order of Other

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Collateral Proceeds Application, with respect to any recoveries of Collateral other than Aircraft Collateral; provided that, in each case of (x) and (y), any such Net Proceeds may be reinvested within 18 months after receipt of such payments (or such longer period as the Agent may agree in its sole discretion) to rebuild or purchase assets (other than securities or cash) to be used by the Domestic Loan Parties in a Permitted Business. For so long as the Domestic Aircraft Collateral NOLV is greater than or equal to $75,000,000 at the time any loss recoveries under any insurance policies referred to in this Section 6.6 are received, the Domestic Loan Parties may retain and use all such proceeds for any purpose not prohibited by this Agreement. If any Domestic Loan Party fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of such Domestic Loan Party, which payments shall be charged to Borrowers’ Account and constitute part of the obligations.

(d) Aircraft Collateral Insurance. Each Borrower shall, or shall cause each relevant Lessee to, at Borrowers’ expense, maintain insurance respecting each of Borrower’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily insured against by other Persons engaged in same or similar businesses and similarly situated and located including, without limitation, the following coverages:

(i) Insurance Covering Aircraft and Engines. (A) Aircraft hull all risks and aircraft hull war risks insurance in respect of each Aircraft owned or managed by any Borrower (both in flight and on the ground), (B) aircraft parts insurance (and cause aircraft hull war risks insurance endorsed to cover the foregoing Aircraft Collateral in respect of Engines not attached to any Aircraft), in each case, on an agreed value basis and (C) in respect of engine parts and aviation related specialty tools, equipment and ramp/ground handling equipment, in each of clauses (A) and (B), in an amount not less than $17,500,000 and otherwise in conformity with the requirements set forth below subsection (d) hereof and any requirements set forth in any relevant Aircraft Mortgage and in the case of (C) in an amount equal to the replacement value.

(ii) Aircraft and other General Liability. Aircraft third party legal insurance (including, without limitation, bodily injury, property damage, personal injury, passenger legal liability, premises liability, hangar keepers legal liability and products liability and war risk and extended liability coverage in accordance with AVN 52D or AVN 52E) in respect of each Aircraft and each Engine owned or managed by any Borrower and other general aviation liability, in an amount not less than the minimum liability coverage (determined as $100,000,000 per aircraft for any one occurrence (but in respect of products and personal injury liability, this limit may be an aggregate limit for any and all losses occurring during the currency of the policy)) and upon such terms and conditions as are customary for similarly situated Borrowers, or, in the case of leased assets, in such amount and on such terms as are customary for operators of similar assets on similar routes and, in each case, acceptable to Agent, acting reasonably, and in accordance with the requirements set forth in subsection (d) hereof and the requirements set forth in any relevant Aircraft Mortgage.

(iii) Leased Aircraft / Engines. In lieu of the requirements of (i) and (ii) above, should any Aircraft or Engine owned or managed by any Borrower at any time be subject to an Aircraft Lease, Borrowers shall cause the lessee of such Aircraft or Engine to maintain throughout the term of such Aircraft Lease, the insurances described in (i) and (ii) above and, in each case, in conformity with the requirements set forth in (iv) below and with the requirements of any relevant Aircraft Mortgage in respect of such Aircraft or Engine.

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(iv) Other Requirements. All insurance required by this Agreement shall: (i) if separate hull “all risks” and “war risks” insurances are arranged, include a 50/50 provision in accordance with market practice (AVS 103 is the current London market language); (ii) confirm that the insurers are not entitled to replace an Aircraft in the event of an insured Event of Loss; (iii) provide cover denominated in Dollars and any other currencies that any Domestic Loan Party as lessor under any applicable Aircraft Lease may reasonably require in relation to liability insurance; and (iv) operate on a worldwide basis subject to such limitations and exclusions as may be contained in the applicable Aircraft Lease.

(v) All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent in its Permitted Discretion and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). No later than the Closing Date, Borrower shall deliver insurance certificates to Agent for all insurance policies required above, which shall (i) name Agent and each Lender as an “additional insured” if such policy is a liability policy, (ii) name Agent for itself and on behalf of the Lenders as “contract party” or “loss payee” for all property, hull, or spares policy, and for all insurance required above, (iii) provide that, Agent and each Lender shall be notified in writing by the insurer(s) of any proposed cancellation, termination or material change in respect of such policy, at least thirty (30) days prior to any proposed cancellation, termination or material change and seven (7) days in respect of cancellation for war risk (or such lesser period that may be stated in any automatic termination provision in such policy), (iv) contain a waiver of subrogation in favor of Agent for itself and on behalf of the Lenders; (v) contain a breach of warranty provision in favor of the Agent and Lender, (vi) provide that the insurance shall be primary and without right of contribution from any other insurance which may be available to Agent and Lenders, (vii) provide that Agent and Lenders have no responsibility for premiums, warranties or representations to underwriters, except for such premium that may be directly attributable to a particular aircraft, engine or parts that are subject of a claim, and (viii) comply with the requirements of any relevant Aircraft Mortgage in respect of such Aircraft or Engine. If any Borrower or its Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims.

6.7 Payment of Indebtedness and Leasehold Obligations. Each Specified Loan Party shall, and shall cause its Subsidiaries to, pay, discharge or otherwise satisfy (i) at or before maturity (subject, where applicable, to specified grace periods) all its Indebtedness, except when the failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being Properly Contested, subject at all times to any applicable subordination arrangement in favor of Lenders and (ii) when due its rental obligations under all leases under which it is a tenant, and shall otherwise comply with all other terms of such leases and keep them in full force and effect, except when the failure to keep them in full force and effect could not reasonably be expected to have a Material Adverse Effect.

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6.8 Environmental Matters. Each Domestic Loan Party shall, following a grant of a Mortgage:

(a) Conduct all operations in compliance with all Environmental Laws and use any and all Hazardous Materials on any Real Property in compliance with Environmental Laws, except for failure to comply or manage that could not reasonably be expected to have a Material Adverse Effect.

(b) Conduct any investigation or remedial action required pursuant to Environmental Law in response to any Hazardous Discharge or Environmental Complaint, except where the failure to conduct could not reasonably be expected to have a Material Adverse Effect.

6.9 Standards of Financial Statements. Each Specified Loan Party shall cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable).

6.10 Federal Securities Laws. Specified Loan Parties shall promptly notify Agent in writing if any Specified Loan Party or any of their Subsidiaries (i) is required to file periodic reports under the Exchange Act, (ii) registers any securities under the Exchange Act or (iii) files a public registration statement under the Securities Act.

6.11 Execution of Supplemental Instruments. Each Specified Loan Party shall, and shall cause its Subsidiaries to, execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or documents relating to the Collateral, and such other instruments as Agent may request, in order that the full intent of this Agreement may be carried into effect.

6.12 Healthcare Operations.

(a) Each Healthcare Borrower shall maintain in full force and effect all Healthcare Authorizations necessary under Healthcare Laws (A) to carry on the business of such Borrower as it is conducted on the Closing Date, and (B) if such Borrower receives or has applied for reimbursements under any Government Reimbursement Program as part of its business, to continue to receive reimbursement thereunder (except for temporary periods of denial of immaterial payments) in substantial compliance with all requirements for participation in, and for the licensure required to provide the services that are reimbursable under, any Government Reimbursement Program, except, in each case, where failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) If any business of any Borrower is currently accredited by the Joint Commission or other accreditation agency, body or organization, each such Borrower shall (i) maintain such accreditation in good standing and without material limitation or impairment, (ii) timely submit to the Joint Commission or such other accreditation agency, body or organization a plan of correction for any deficiencies listed on any Joint Commission or such other accreditation

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agency, body or organization accreditation survey report, and (iii) cure all such deficiencies within such time frame as is necessary to preserve and maintain in good standing and without material limitation or impairment such Joint Commission or such other accreditation agency, body or organization accreditation, except, in each case, where failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, this section shall not prevent any Borrower from terminating its accreditation by the Joint Commission or such other accreditation agency, body or organization and obtaining accreditation by another healthcare accreditation agency to the extent such accreditation entity complies with the requirements of all Government Reimbursement Programs and other Third Party Payor programs.

6.13 Government Receivables. Each Borrowing Base Party, as applicable, shall take all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of Claims Act (other than IPM Receivables owing from a Government Account Debtor), the Uniform Commercial Code and all other applicable state or local statutes or ordinances and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of any contract between any Borrowing Base Party and the United States, any state or any department, agency or instrumentality of any of them.

6.14 Negative Pledge Agreement. Each Domestic Loan Party shall, concurrently with its acquisition of any Material Real Property, deliver to Agent, a duly executed Negative Pledge Agreement with respect to such Material Real Property.

6.15 Keepwell. If it is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified ECP Loan Party, each Loan Party hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 6.15, or otherwise under this Agreement or any Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the Other Documents. Each Qualified ECP Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the CEA.

6.16 Certificate of Beneficial Ownership and Other Additional Information. Borrowers shall provide to Agent and the Lenders: (i) confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Agent and Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to Agent and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such other information and documentation as may reasonably be requested by Agent or any Lender from time to time for purposes of compliance by Agent or such Lender with applicable laws (including without limitation the USA Patriot Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by Agent or such Lender to comply therewith.

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6.17 Medicare Accelerated Payment Covenants. Each Loan Party or any of its Subsidiaries that receives one or more Medicare Accelerated Payments shall use the proceeds thereof exclusively for the uses permitted pursuant to the Applicable Laws of such Medicare program and otherwise comply in all material respects with the Applicable Laws of such Medicare program.

6.18 Post-Closing Obligations. Loan Parties shall cause the conditions set forth on Schedule 6.18 hereto to be satisfied in full, on or before the date specified for each such condition, time being of the essence, and each to be reasonably satisfactory, in form and substance as applicable, to Agent in its Permitted Discretion.

6.19 After-Acquired Aircraft Collateral. Upon the acquisition by any Borrower or any Guarantor after the Closing Date of any after acquired property that such Borrower or Guarantor intends to form part of the Aircraft Collateral (provided that, such Borrower or Guarantor shall have sole discretion to determine whether such property is intended to form a part of the Aircraft Collateral unless a Default or an Event of Default has occurred and is continuing, in which case the Agent may demand such property, to the extent it is capable, form a part of the Aircraft Collateral), such Borrower or such Guarantor shall execute and deliver, within 90 days of such acquisition an updated Aircraft Collateral Certificate together with any other information, documentation (including Aircraft Mortgages and supplements thereto), financing statements, certificates and legal opinions as may be necessary or advisable, in the Permitted Discretion of Agent, to vest in the Agent, a perfected security interest, subject only to Permitted Encumbrances, in such after acquired property and to have such after acquired property added to the Aircraft Collateral and thereupon all provisions of this Agreement relating to the Aircraft Collateral shall be deemed to relate to such after acquired property to the same extent and with the same force and effect.

6.20 Aircraft Collateral Information.

(a) For each Aircraft or Engine included as Aircraft Collateral in respect of which a certificate of airworthiness is not delivered to the Agent on the Closing Date, such Aircraft or Engine possesses all required equipment and would be capable of receiving a certificate of airworthiness on such date.

(b) Each Aircraft Collateral Owner listed in the Aircraft Collateral Certificate has full title of each Airframe, Engine and Spare Engine as described therein. Neither any Aircraft Collateral Owner nor any lessee under an Aircraft Lease nor any Disclosed Sublessee has granted to any person other than the Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as O&G Credit Agreement 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.

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(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 Agreement, and to otherwise lawfully operate, possess, use and maintain the applicable Aircraft Collateral in accordance with the Other Documents.

(d) Each asset identified as Aircraft Collateral in the Aircraft Collateral Certificate satisfies the requirements for Aircraft Collateral (other than any Agent-discretionary criteria) and the related Perfection Requirements.

(e) Each Aircraft and Engine identified as Aircraft Collateral in the Aircraft Collateral Certificate shall at all times be subject to an Aircraft Mortgage. For the avoidance of doubt, on the Closing Date the Aircraft and Engines set forth in the Aircraft Collateral Certificate shall be subject to that certain Aircraft Mortgage to be filed with the FAA on the Closing Date (and each such Aircraft and Engine shall be listed in Exhibit A of such Aircraft Mortgage).

(f) Each Borrower will keep or cause to be kept correct, up-to-date and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ material assets that are identified by Borrowers as Aircraft Collateral in the Aircraft Collateral Certificate submitted to Agent, and the book value thereof.

(g) For the avoidance of doubt, (i) no Borrower shall be required to include any newly acquired or newly owned Aircraft, Engine or Part in the Aircraft Collateral Certificate, other than as required pursuant to Sections 4.13(d) or 6.19 hereof and (ii) after the Closing Date, so long as Domestic Aircraft Collateral NOLV is at least equal to $75,000,000, no Borrower shall be required to pledge any other Aircraft, Engine or Part to Agent.

6.21 Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws.

(a) The Loan Parties covenant and agree that: (A) they shall immediately notify the Agent and each of the Lenders in writing upon becoming aware of the occurrence of a Reportable Compliance Event; and (B) if, at any time, any Collateral becomes Embargoed Property, then, in addition to all other rights and remedies available to the Agent and each of the Lenders, upon request by the Agent or any of the Lenders, the Loan Parties shall provide substitute Collateral acceptable to the Agent that is not Embargoed Property.

(b) Each Covered Entity shall conduct its business in compliance with all Anti-Corruption Laws and maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.

VII. NEGATIVE COVENANTS.

As used in this Article VII, each reference to Specified Loan Party or Specified Loan Parties and its or their Subsidiaries, in such cases, the reference to such Subsidiaries shall be deemed to exclude PHI Aviation, PHI Helipass, PHI Tech Services, the Specified Foreign Subsidiaries and their respective Subsidiaries. Each Specified Loan Party agrees, until satisfaction in full of the Obligations and termination of this Agreement, that:

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7.1 Merger, Consolidation, Acquisition and Sale of Assets.

(a) Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge with it, except (i) any Borrower may merge, consolidate or reorganize with another Borrower or acquire the assets or Equity Interest of another Borrower so long as such Borrower provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (ii) any Guarantor may merge, consolidate or reorganize with another Guarantor or acquire the assets or Equity Interest of another Guarantor so long as such Guarantors provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (iii) any non-Loan Party may merge, consolidate or reorganize with any Borrower; provided that such Borrower (x) is the surviving entity of such merger, consolidation or reorganization and (y) provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (iv) any non-Loan Party may merge, consolidate or reorganize with any other non-Loan Party, (v) any Permitted Acquisition and (vi) any Permitted IPO Reorganization.

(b) Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, sell, lease, transfer or otherwise Dispose of any of its Collateral (including, in each case, by way of an LLC Division), except:

(i) the sale of Inventory in the Ordinary Course of Business;

(ii) the Disposition of Aircraft Collateral outside the Ordinary Course of Business in an aggregate amount not to exceed $50,000,000 following the Closing Date; provided that (x) the Net Proceeds therefrom are applied in accordance with Section 2.20(a)(i), and (y) immediately after giving effect to such Disposition, the Loan Parties are in compliance with Section 4.13(a);

(iii) the Disposition of Collateral (including Aircraft Collateral) subject to the following:

(1) the Borrowing Agent or such Subsidiary receives consideration at the time of such Disposition at least equal to the Fair Market Value of the assets included in such Disposition;

(2) at least 75% of the total consideration received in such Disposition consists of cash or Cash Equivalents; and

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(3) the Net Proceeds therefrom are applied in accordance with Section 2.20(a); provided, for the avoidance of doubt, if Borrowers fail to reinvest the proceeds of such disposition pursuant to Section 2.20(a) within the time period specified therein, the Net Proceeds to be applied pursuant to this clause (3), shall be based on the amount attributable to clause (1) with respect to such Disposition;

(iv) a transfer of assets (1) by any Loan Party to a Loan Party, (2) by a Subsidiary of a Borrower to a Borrower, (3) by a Foreign Subsidiary to another Foreign Subsidiary that is a Loan Party, (4) by a Foreign Subsidiary that is not a Loan Party to another Foreign Subsidiary that is not a Loan Party, and (5) by any Loan Party to any non-Loan Party (who nonetheless is an Affiliate of a Borrower), subject to in the case of this clause (5), an aggregate amount not to exceed $30,000,000 in the aggregate following the Closing Date;

(v) uses of cash or Cash Equivalents in the Ordinary Course of Business;

(vi) the creation or realization of any Permitted Aircraft Lien or a Disposition in connection with a Permitted Aircraft Lien;

(vii) transfers of obsolete, damaged or worn out Collateral, collectively, in an aggregate amount not to exceed $20,000,000 following the Closing Date; provided that in the event that the Domestic Aircraft Collateral NOLV is less than $75,000,000 upon the date such transfer is consummated, the Net Proceeds received therefrom are applied in accordance with Section 2.20(a);

(viii) a transfer of assets by any Loan Party to any other Loan Party (subject to Section 4.13 in respect of Aircraft Collateral);

(ix) Dispositions in connection with any Sale and Leaseback Transaction so long as, solely in the event that the Domestic Aircraft Collateral NOLV is less than $75,000,000 upon the date such Sale and Leaseback Transaction is consummated, the Net Proceeds therefrom are applied in accordance with Section 2.20(a)(i);

(x) 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; provided that the Net Proceeds therefrom are applied in accordance with Section 2.20(a);

(xi) Dispositions comprised of compromises, adjustments to the amount, extensions of time for payment, returns of merchandise, discounts or credits in respect of Receivables agreed to in the Ordinary Course of Business;

(xii) the sale of Receivables pursuant to a Permitted Factoring Arrangement;

(xiii) the Disposition of the Equity Interests of any Immaterial Entity;

(xiv) the Disposition of the Equity Interests of PHI Corporate, AM Equity Holdings and/or PHI Health in connection with a Permitted IPO Reorganization; and

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(xv) an issuance, sale, transfer or other disposition of Equity Interests by a Loan Party to another Loan Party.

7.2 Creation of Liens. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter created or acquired, except Permitted Encumbrances.

7.3 Guarantees. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, become liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except (a) as disclosed on Schedule 7.3, (b) unsecured guarantees made in the Ordinary Course of Business, (c) guarantees by one or more Loan Parties of the Indebtedness or obligations of any other Loan Parties to the extent such Indebtedness or obligations are permitted to be incurred and/or outstanding pursuant to the provisions of this Agreement, and (d) the endorsement of checks in the Ordinary Course of Business.

7.4 Investments. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, other than Permitted Investments.

7.5 Loans. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate other than Permitted Loans.

7.6 [Reserved].

7.7 Restricted Payments. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, declare, pay or make any Restricted Payment other than:

(a) Restricted Payments made pursuant to Restricted Payment Conditions;

(b) Restricted Payments to the other Loan Parties;

(c) Restricted Payment made for the redemption of any Equity Interests of the Borrower or any Subsidiary of the Borrower held by any of the Borrower’s (or any of its Subsidiaries’) current or former directors or employees (or their transferees, estates or beneficiaries under their estates) and any other payments 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 and any other such payments may not exceed $2,500,000 in the aggregate in any 12-month period;

(d) Restricted Payments in cash to any direct or indirect parent of any 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, consulting, advisory and similar expenses payable to third parties) that are reasonable and customary and, in each case, that are solely attributable to the Borrowers and their respective Subsidiaries;

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(e) Restricted Payments among Affiliates constituting Permitted Investments;

(f) payments of any dividends or other distributions by any Subsidiary of the Borrowing Agent to the direct Parent of such Subsidiary of the Borrowing Agent;

(g) payments of any dividends or other distributions to the direct Parent of any Subsidiary of the Borrowing Agent or the consummation of any irrevocable redemption to the direct Parent of any Subsidiary of the Borrowing Agent within sixty (60) days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this Section 7.7;

(h) Restricted Payments owed to former management previously identified to the Agent relating to amounts previously due to such shareholders as of December 2021 in an aggregate amount not to exceed $10,000,000 subject to compliance with the Investment Payment Conditions to the extent any such Restricted Payment causes the aggregate amount of Restricted Payments made pursuant to this clause (h) to exceed $4,500,000;

(i) Restricted Payments to comply or enable compliance with the obligations under any “tax receivable agreement” established in connection with a Permitted IPO Reorganization (provided that, prior to entering into such agreement, Agent provides written approval of such agreement for purposes of the exclusions of such payments from this Section 7.7 (such approval not to be unreasonably withheld, conditioned or delayed in respect of any customary “tax receivable agreement”));

(j)

(i) for any taxable period in which the Borrowers are classified as a disregarded entity or a partnership for U.S. federal and/or applicable state or local income tax purposes, Restricted Payments by any such Borrower (and any direct or indirect owner of such Borrower; provided that such direct or indirect owner are classified as disregarded entities, partnerships, or members of a consolidated, unitary or combined group for U.S. federal and/or applicable state or local income tax purposes) to any direct or indirect owner of such Borrower in the aggregate amount required for such owner to discharge its aggregate U.S. federal, state and local income and franchise tax liabilities (including, but without duplication, estimated taxes) to the extent attributable to the taxable income of the Borrowers and their Subsidiaries;

(ii) for any taxable period in which any of the Borrowers is treated as a corporation for U.S. federal income tax purposes that is a member of a consolidated, combined or unitary group for such purposes, Restricted Payments by any such Borrower (and any direct or indirect owner of such Borrower) to permit the member of the group required to pay the taxes of the group to discharge the U.S. federal, state and local income and franchise income tax liabilities imposed on it to the extent attributable to such Borrower and its Subsidiaries (without duplication of any such taxes paid by the Borrowers and their Subsidiaries); and

(iii) Restricted Payments necessary to pay (or to allow any direct or indirect parent company thereof to pay) franchise or similar taxes, and other fees and expenses to the extent required to maintain its (or any such direct or indirect parents’) corporate or legal existence;

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(k) after the Separation Date, fees and expenses (including ongoing compliance costs and listing expenses) related to any equity or debt offering, including in connection with a Qualifying IPO (whether or not consummated), in each case, subject to compliance with the Investment Payment Conditions;

(l) upon and following a Qualifying IPO, Restricted Payments in an amount not to exceed 6.0% per annum of the net cash proceeds received in connection therewith, in each case, subject to compliance with the Restricted Payment Conditions;

(m) payments made or expected to be made by the Loan Parties or any Subsidiary in respect of withholding or similar taxes payable with respect to payments to any future, present or former employee, director, officer, member of management or consultant (or their respective affiliates or immediate family members or permitted transferees) of the Loan Parties, any Subsidiary or any direct or indirect parent company;

(n) Cash payments, or loans, advances, dividends or distributions to any direct or indirect parent company to make payments, in lieu of issuing fractional shares in connection with share dividends, share splits, reverse share splits, mergers, consolidations, amalgamations or other business combinations and in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrowers, any Subsidiary or any direct or indirect parent company, in each case, subject to compliance with the Investment Payment Conditions;

(o) following the occurrence of a Qualifying IPO, the Loan Parties or any Subsidiary may make regular quarterly dividends subject to compliance with the Restricted Payment Conditions; and

(p) following the earlier of the occurrence of a Qualifying IPO or the Separation Date, solely to the extent constituting a Restricted Payment and consistent with prior practices and in the Ordinary Course of Business, (i) reimbursements payable to PHI Group or PHI Corporate relating to costs incurred in providing corporate overhead services to such Loan Parties and/or Subsidiaries in proportion to the services rendered on behalf of such Loan Party or Subsidiary and (ii) payments to PHI Aviation for maintenance and repair services.

7.8 Indebtedness. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.

7.9 Nature of Business. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, substantially change the nature of the business in which it is presently engaged, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the Ordinary Course of Business for assets or property which are useful in, necessary for and are to be used in its business as presently conducted.

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7.10 Transactions with Affiliates. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (i) transactions among Borrowers, Guarantors and their respective Subsidiaries which are not expressly prohibited by the terms of this Agreement and which are in the Ordinary Course of Business, including for the avoidance of doubt, subject to Section 4.8, cash management arrangements in the Ordinary Course of Business and consistent with prior practice, (ii) payment by Borrowers, Guarantors and their respective Subsidiaries of dividends and distributions permitted under Section 7.7 hereof, (iii) transactions which are in the Ordinary Course of Business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate, (iv) Restricted Payments and Investments made in accordance with Sections 7.4 and 7.7., (v) 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, (vi) reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes consistent with past practices in the Ordinary Course of Business, (vii) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Loan Parties or any direct or indirect parent of the Loan Parties in the Ordinary Course of Business to the extent attributable to the ownership or operation of the Loan Parties, (viii) following the earlier of the occurrence of a Qualifying IPO or the Separation Date, transactions consistent with prior practices and in the Ordinary Course of Business relating to (i) corporate overhead services provided by PHI Group or PHI Corporate and (ii) maintenance and repair services provided by PHI Aviation.

7.11 Healthcare Matters. Each Healthcare Borrower will not permit to occur any of the following:

(a) any transfer of a Healthcare Authorization or rights thereunder to any Person (other than any Borrower);

(b) any pledge or hypothecation of any Healthcare Authorization as collateral security for any Indebtedness other than Indebtedness to Agent; or

(c) any rescission, withdrawal or revocation of any material Healthcare Authorization necessary for the conduct of such Borrower’s business without Agent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), including, without limitation, any amendment or modification of such Healthcare Authorization.

7.12 Subsidiaries. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to:

(a) Form any Subsidiary, directly or indirectly, unless such Subsidiary (i) is not a Foreign Subsidiary other than a Foreign Subsidiary organized under the laws of a Specified Foreign Jurisdiction, (ii) at Agent’s discretion, (x) expressly joins in this Agreement as a borrower and becomes jointly and severally liable for the obligations of Borrowers hereunder, under the Notes, and under any other agreement between any Borrower and Lenders, or (y) becomes a Guarantor with respect to the Obligations and, subject to the Agent’s discretion, executes a Security Agreement in favor of Agent, and (iii) Agent shall have received all documents, including without limitation, legal opinions and appraisals it may reasonably require to establish compliance with each of the foregoing conditions in connection therewith.

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(b) Enter into any partnership, joint venture or similar arrangement other than those (i) existing on the Closing Date and set forth on Schedule 7.12, (ii) to which the Agent has consented to in writing or (iii) that are otherwise permitted pursuant to other provisions of this Agreement.

7.13 Fiscal Year and Accounting Changes. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, change its fiscal year from December 31 or make any significant change (i) in accounting treatment and reporting practices except as required by GAAP or (ii) in tax reporting treatment except as required by law.

7.14 Pledge of Credit. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, now or hereafter pledge Agent’s or any Lender’s credit on any purchases, commitments or contracts or for any purpose whatsoever or use any portion of any Advance in or for any business other than such Specified Loan Party’s business operations as conducted on the Closing Date.

7.15 Amendment of Organizational Documents. Each Domestic Loan Party will not, and will not permit any of its Subsidiaries to, (i) change its legal name, (ii) change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), (iii) change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one jurisdiction, or (iv) otherwise amend, modify or waive any term or material provision of its Organizational Documents unless required by law, in any such case without (x) giving at least thirty (30) days prior written notice of such intended change to Agent, (y) having received from Agent confirmation that Agent has taken all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral belonging to such Domestic Loan Party and in the Equity Interests of such Domestic Loan Party and (z) in any case under clause (iv), having received the prior written consent of Agent and Required Lenders to such amendment, modification or waiver.

7.16 Compliance with ERISA. No Specified Loan Party shall, and no Specified Loan Party shall permit its Subsidiaries to, allow the occurrence of any Termination Event that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

7.17 Prepayment of Indebtedness. Each Specified Loan Party will not, and will not permit any of its domestic Subsidiaries to, at any time, directly or indirectly, prepay any Indebtedness (other than to Lenders) for borrowed money, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Specified Loan Party or any Subsidiary of any Specified Loan Party (other than prepayments in respect of (x) intercompany indebtedness and (y) senior Indebtedness (including the O&G Credit Agreement)) unless the Restricted Payment Conditions are satisfied at the time of such payment.

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7.18 State of Registration; Aircraft Collateral Owner. The Loan Parties will not cause or permit (i) the deregistration of any Aircraft constituting Aircraft Collateral from the FAA (or Aviation Authority in a Permitted Foreign Jurisdiction in accordance with and subject to the thresholds set forth in Section 4.13) and/or registration of such Aircraft in any State of Registration other than the United States (or a Permitted Foreign Jurisdiction in accordance with and subject to the thresholds set forth in Section 4.13), or (ii) transfer of ownership and title of Aircraft Collateral to an entity that is not organized under the laws of any State of the United States of America or the District of Columbia, a Permitted Foreign Jurisdiction or such other jurisdiction agreed to by Agent in its Permitted Discretion, in each case without the Agent’s prior written consent in accordance with Section 4.13(b).

7.19 Government Lockbox Instructions. Each Borrower will not, and will not permit any of its Subsidiaries to, (i) forward any collections from any Government Account Debtor in the applicable Government Lockbox Accounts or the Government Lockboxes except as required under Section 4.8(i), or (ii) direct any Government Account Debtor to make a payment in respect of any Account in any place or account other than the applicable Government Lockbox Account or applicable Government Lockbox.

7.20 Membership / Partnership Interests. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, designate or permit any of their Subsidiaries to (a) treat their limited liability company membership interests or partnership interests, as the case may be, as securities as contemplated by the definition of “security” in Section 8-102(15) and by Section 8-103 of Article 8 of the Uniform Commercial Code or (b) certificate their limited liability membership interests or partnership interests, as applicable.

7.21 Sanctions and other Anti-Terrorism Laws. Each Loan Party hereby covenants and agrees that until the last day of the Term, such Loan Party and its Subsidiaries will not: (a) become a Sanctioned Person or allow any employees, officers, directors, affiliates, consultants, brokers and agents acting on their behalf in connection with this Agreement, that is or becomes a Sanctioned Person to have any involvement with their activities under this Agreement or with the proceeds of any facility; (b) directly, or indirectly through a third party, engage in any transactions or other dealings with or for the benefit of any Sanction Person or Sanctioned Jurisdiction, including any use of the proceeds of the Advances to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctions Person or Sanctioned Jurisdiction; (c) repay the Advances with Embargoed Property or funds derived from any unlawful activity; (d) permit any Collateral to become Embargoed Property; or (e) cause any Lender or Agent to violate any Anti-Terrorism Law.

7.22 Anti-Corruption Laws. Each Loan Party hereby covenants and agrees that until the last day of the Term, such Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, use the Advances or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws.

VIII. CONDITIONS PRECEDENT.

8.1 Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent:

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(a) Note. Agent shall have received the Notes duly executed and delivered by an authorized officer of each Borrower;

(b) Other Documents. Agent shall have received each of the executed Other Documents, as applicable;

(c) [Reserved];

(d) [Reserved];

(e) [Reserved];

(f) [Reserved];

(g) Financial Condition Certificates. Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1(g).

(h) Closing Certificate. Agent shall have received a closing certificate signed by a Financial Officer of the Borrowing Agent dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) on such date no Default or Event of Default has occurred or is continuing;

(i) Borrowing Base. Agent shall have received evidence from Borrowers that the aggregate amount of Eligible IPM Receivables is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date;

(j) Revolving Advances. No Revolving Advances shall be requested or made on the Closing Date;

(k) [Reserved];

(l) [Reserved];

(m) [Reserved];

(n) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by this Agreement, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;

(o) [Reserved];

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(p) Secretary’s Certificates, Authorizing Resolutions and Good Standings of Loan Parties. Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Loan Party in form and substance satisfactory to Agent dated as of the Closing Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Loan Party authorizing (x) the execution, delivery and performance of this Agreement, the Notes (if applicable) and each Other Document to which such Loan Party is a party (including authorization of the incurrence of indebtedness, and if applicable, borrowing of Revolving Advances, Swing Loans, and Term Loans and requesting of Letters of Credit on a joint and several basis with all Borrowers as provided for herein), and (y) the granting by such Loan Party of the security interests in and liens upon the Collateral to secure all of the joint and several Obligations (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Loan Party authorized to execute this Agreement and the Other Documents, (iii) copies of the Organizational Documents of such Loan Party as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such Loan Party in its jurisdiction of organization and each jurisdiction in which qualification and good standing are necessary for such Loan Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Loan Party, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such applicable jurisdiction;

(q) [Reserved];

(r) Legal Opinion. Agent shall have received the executed legal opinion of Milbank LLP, Jones Walker LLP and McAfee & Taft A Professional Corporation in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Agreement, the Notes, the Other Documents, and related agreements as Agent may reasonably require and each Loan Party hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

(s) No Litigation. (i) No litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against any Loan Party or against the officers or directors of any Loan Party in connection with this Agreement, the Other Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Agent which could, in the reasonable opinion of Agent, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature which could, in the reasonable opinion of Agent, have a Material Adverse Effect on any Loan Party or the conduct of its business or inconsistent with the due consummation of the Transactions shall have been issued by any Governmental Body;

(t) Collateral Examination. Agent shall have completed Collateral examinations and received appraisals, the results of which shall be satisfactory in form and substance to Agent, of the Receivables and equipment of each Loan Party and all books and records in connection therewith;

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(u) Fees. Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing Date hereunder, including pursuant to Article III hereof and the Fee Letter entered into on the Closing Date;

(v) Pro Forma Financial Statements. Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Agent;

(w) Insurance. Agent shall have received in form and substance satisfactory to Agent, (i) evidence that adequate insurance, including without limitation, casualty and liability insurance, required to be maintained under this Agreement is in full force and effect, and (ii) insurance certificates issued by Loan Parties’ insurance broker containing such information regarding Loan Parties’ casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured, lenders loss payee and/or mortgagee, as applicable;

(x) Lien Searches. Agent shall have received the Uniform Commercial Code, bankruptcy, judgment, litigation and tax lien searches in respect of each Loan Party, which results shall show no Liens on the Collateral other than Permitted Encumbrances;

(y) Prior Indebtedness. A payoff letter from any holder of Indebtedness not constituting Permitted Indebtedness, in form and substance satisfactory to Agent, together with such Uniform Commercial Code termination statements, releases of mortgage Liens and other instruments, documents and/or agreements necessary or appropriate to terminate any Liens in favor of any such holder securing the prior indebtedness which is to be indefeasibly paid in full on or prior to the Closing Date, as Agent may request, duly executed and in recordable form, if applicable, and otherwise in form and substance satisfactory to Agent;

(z) Payment Instructions. Agent shall have received written instructions from Borrowing Agent directing the application of proceeds of the initial Advances made pursuant to this Agreement;

(aa) Consents. Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall deem reasonably necessary;

(bb) No Adverse Material Change. (i) Since December 31, 2022, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect;

(cc) TEB Funding. Texas Exchange Bank shall have wired to Agent, immediately available Dollars in an amount equal to its Term Loan Commitment Percentage of the Term Loan.

(dd) Compliance with Laws. Agent shall be reasonably satisfied that each Loan Party is in compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Anti-Terrorism Laws;

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(ee) Certificate of Beneficial Ownership; USA Patriot Act Diligence. Agent and each Lender shall have received, in form and substance acceptable to Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and

(ff) Other. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Transactions shall be satisfactory in form and substance to Agent and its counsel.

8.2 Conditions to Each Advance. The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advances), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to this Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement, the Other Documents or any related agreement shall be true and correct in all respects on and as of such date as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date);

(b) No Default. No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the Advances requested to be made, on such date; provided, however that Agent, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that any Advances so made shall not be deemed a waiver of any such Event of Default or Default; and

(c) Maximum Advances. In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement.

Each request for an Advance by any Borrower hereunder shall constitute a representation and warranty by each Borrower as of the date of such Advance that the conditions contained in this subsection shall have been satisfied.

IX. INFORMATION AS TO LOAN PARTIES.

Each Specified Loan Party shall, or (except with respect to Section 9.11) shall cause Borrowing Agent on its behalf to, until satisfaction in full of the Obligations and the termination of this Agreement:

9.1 Disclosure of Material Matters. Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectability of any portion of the Collateral, including any Domestic Loan Party’s reclamation or repossession of, or the return to any Domestic Loan Party of, a material amount of goods or claims or disputes asserted by any Customer or other obligor or any Lien, other than any Permitted Encumbrance, placed upon or asserted against any Specified Loan Party or any Collateral.

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9.2 Schedules. Deliver to Agent (i) on or before the thirtieth (30^th) day of each month as and for the prior month (a) accounts receivable agings inclusive of reconciliations to the general ledger in form and substance satisfactory to Agent in its Permitted Discretion, (b) accounts payable schedules inclusive of reconciliations to the general ledger in form and substance satisfactory to Agent in its Permitted Discretion, (c) [Reserved], and (d) a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement), (ii) on or before the last day of every June and December during the Term commencing December 31, 2023, an updated Aircraft Collateral Certificate, and (iii) at any time when an Event of Default is in existence, on or before Friday of each such week, a sales report / roll forward for the prior week. In addition, each Borrowing Base Party will deliver to Agent at such intervals as Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent and executed by Borrowing Agent and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and any Borrowing Base Party’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Agent, the items to be provided under this Section 9.2 shall be delivered to Agent by the specific method of Approved Electronic Communication designated by Agent.

9.3 Environmental Reports. In the event any Domestic Loan Party has delivered a Mortgage to Agent, for the benefit of itself and Lenders: Promptly notify Agent in writing of its receipt of any notice of any Release or threat of Release of any Hazardous Materials at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”), any notification that it is potentially responsible for investigation or cleanup of environmental conditions at the Real Property, or any demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or the operations or the business (any of the foregoing is referred to herein as an “Environmental Complaint”) from any Person, including any Governmental Body. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Collateral and is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto.

9.4 Litigation. Promptly notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting any Borrower, any Guarantor or any of their Subsidiaries, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably be expected to have a Material Adverse Effect.

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9.5 Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (i) any Event of Default or Default; (ii) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (iii) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Specified Loan Party to a tax imposed by Section 4971 of the Code; (iv) each and every default by any Specified Loan Party which might result in the acceleration of the maturity of any Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (v) the occurrence of a termination of, or the receipt by the Loan Party of any notice of the termination of any one or more Material Contract of any Loan Party and (vi) any other development in the business or affairs of any Borrower, any Guarantor or any of their Subsidiaries, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Loan Parties propose to take with respect thereto.

9.6 [Reserved].

9.7 Annual Financial Statements. Furnish Agent within 150 days after the end of each fiscal year of the Borrowers commencing with the fiscal year ending December 31, 2023, financial statements including, but not limited to, statements of income and stockholders’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon by an independent certified public accounting firm selected by Borrowers and satisfactory to Agent (the “Accountants”), which report shall not be subject to any qualification as to “going concern” or like qualification (other than with respect to the impending maturity of the Obligations or the obligations under the O&G Credit Agreement); provided that, (x) prior to the Separation Date, such annual audited financial statements shall be issued by PHI Group and its Subsidiaries on a consolidated basis and, with respect to the fiscal year during which the Separation Date occurs, may at the option of the Borrowers include the period from the Separation Date through the end of such fiscal year during which the Separation Date occurs, (y) prior to the Separation Date, such annual audited financial statements shall be accompanied by a supplementary report on the results of the Borrowers and their Subsidiaries and (z) with respect to the first full fiscal year following the Separation Date, such annual audited financial statements shall be issued by the Borrowers on a Consolidated Basis. In addition, the reports shall be accompanied by a Compliance Certificate.

9.8 Quarterly Financial Statements. Furnish Agent within forty-five (45) days after the end of each fiscal quarter commencing with the fiscal quarter ending December 31, 2023, an unaudited balance sheet of Borrowers on a Consolidated Basis and unaudited statements of income and stockholders’ equity and cash flow of Borrowers on a Consolidated Basis reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Borrowers’ business operations and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. The reports shall be accompanied by (i) intercompany balances on the balance sheet (including cash balances and activity per Loan Party) in form and substance satisfactory to Agent in its Permitted Discretion, and such further schedules, documents and/or information in respect of such intercompany balances as Agent may reasonably request, and (ii) a Compliance Certificate.

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9.9 Monthly Financial Statements. If the Usage Amount is greater than 37.5% of the Maximum Revolving Advance Amount as of the end of any month, furnish Agent within (i) forty-five (45) days, if no Reporting Trigger Period exists, or (ii) thirty (30) days, during a Reporting Trigger Period, in each case, after the end of each month (other than for the months of March, June, September and December which shall be delivered in accordance with Sections 9.7 and 9.8 as applicable), an unaudited statement of income of Borrowers on a Consolidated Basis reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Borrowers’ business operations and setting forth in comparative form the unaudited statement of income for the corresponding date and period in the previous fiscal year.

9.10 Other Reports. Furnish to Agent, to the extent not otherwise publicly available, within ten (10) days following Agent’s request therefor (a) copies of such financial statements, reports and returns as each Loan Party shall send to its stockholders or members, as applicable and (b) without duplication of any obligations with respect to any such information that is otherwise required to be delivered under the provisions of this Agreement or any Other Document, copies of (i) upon and after the consummation of a Qualifying IPO, all financial statements, reports, notices and proxy statements sent or made available generally by any Loan Party to its security holders acting in such capacity and (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by any of the Borrowers, PHI Group and/or PHI Corporate with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities.

9.11 Additional Information. Furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Notes have been complied with by Loan Parties including, without the necessity of any request by Agent, (a) copies of all material environmental audits and reviews, (b) prior written notice of any Domestic Loan Party’s opening of any new chief executive office or any Domestic Loan Party’s closing of any existing chief executive office, and (c) promptly upon any Specified Loan Party’s learning thereof, notice of any material labor dispute to which any Specified Loan Party may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any material labor contract to which any Specified Loan Party is a party or by which any Specified Loan Party is bound.

9.12 Projected Operating Budget. Furnish Agent, no later than thirty (30) days after the beginning of each Borrower’s fiscal years commencing with fiscal year 2024, a quarter by quarter projected operating budget and cash flow of Borrowers on a Consolidated Basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the

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Financial Officer of each Borrower to the effect that such projections have been prepared based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein; it being understood that (i) actual results may vary from such projections and that such variances may be material and (ii) no representation is made with respect to information of an industry specific or general economic nature.

9.13 Variances From Operating Budget. During an Event of Default under Section 10.5, at Agent’s request, furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.9, a written report summarizing all material variances from budgets submitted by Borrowers pursuant to Section 9.12 and a discussion and analysis by management with respect to such variances.

9.14 Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination of any Consent issued to any Specified Loan Party or any of its Subsidiaries by any Governmental Body or any other Person that is material to the operation of any Specified Loan Party’s business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by any Loan Party or any of their Subsidiaries with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any Borrower or any Guarantor, or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which specifically relate to any Borrower or any Guarantor.

9.15 ERISA Notices and Requests. Furnish Agent with immediate written notice in the event that any Specified Loan Party or any of its Subsidiaries knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Specified Loan Party or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto.

9.16 Healthcare Matters. Within five (5) Business Days, notify Agent in writing upon the occurrence of: (i) a voluntary disclosure by any Borrower or any Subsidiary of any Borrower to the Office of the Inspector General of the United States Department of Health and Human Services, any Government Reimbursement Program (including to any intermediary, carrier or contractor of such program), of an actual or potential overpayment matter involving the submission of claims to a Government Reimbursement Program in an amount greater than $1,000,000; (ii) any Borrower or any Subsidiary of any Borrower, an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Borrower or any Subsidiary of any Borrower: (a) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (b) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (c) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject

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of a proceeding seeking to assess such penalty; or (d) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq.; (iii) receipt by any Borrower or any Subsidiary of any Borrower of any written notice or communication from an accrediting organization that such Person is in danger of losing its accreditation due to a failure to comply with a plan of correction; (iv) any validation review, program integrity review or material reimbursement audits related to any Borrower or any Subsidiary of any Borrower in connection with any Third Party Payor reimbursement program; (v) any claim to recover any alleged overpayments with respect to any Receivables, or any notice of any fees of any Borrower or any Subsidiary of any Borrower being contested or disputed, in each case, in excess of $1,000,000; (vi) notice of any material reduction in the level of reimbursement expected to be received with respect to Receivables; (vii) any allegations of material licensure violations or fraudulent acts or omissions involving any Borrower or any Subsidiary of any Borrower; (viii) any changes in any Healthcare Law (including the adoption of a new Healthcare Law) known to any Borrower or any Subsidiary or any Borrower that would reasonably be expected to have a Material Adverse Effect; (ix) notice of any Borrower’s or any of their Subsidiaries’ fees in excess of $1,000,000 being contested or disputed; (x) any pending or threatened revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Healthcare Authorization; and (xi) notice of the occurrence of any reportable event as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which any Borrower or any Subsidiary of any Borrower has to make a submission to any Governmental Body or other Person under the terms of such agreement, if any.

9.17 Additional Documents. Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

9.18 Updates to Certain Schedules. Deliver to Agent promptly as shall be required to maintain the related representations and warranties as true and correct, updates to Schedules 4.4 (Locations of equipment and Inventory), 4.8 (Deposit and Investment Accounts), 5.9 (Intellectual Property, Source Code Escrow Agreements), 5.23 (Federal Securities Laws), 5.24 (Equity Interests), 5.25 (Commercial Tort Claims), and 5.26 (Letter-of-Credit Rights); provided, that absent the occurrence and continuance of any Event of Default, Loan Parties shall only be required to, upon Agent’s request in its Permitted Discretion, provide such updates on an annual basis in connection with delivery of a Compliance Certificate with respect to the applicable fiscal year. Any such updated Schedules delivered by Loan Parties to Agent in accordance with this Section 9.18 shall automatically and immediately be deemed to amend and restate the prior version of such Schedule previously delivered to Agent and attached to and made part of this Agreement.

9.19 Financial Disclosure. Each Loan Party hereby irrevocably authorizes and directs all accountants and auditors employed by such Loan Party at any time during the Term to exhibit and deliver to Agent and each Lender copies of any of such Loan Party’s financial statements, trial balances or other accounting records of any sort in the accountant’s or auditor’s possession, and to disclose to Agent and each Lender any information such accountants may have concerning such Loan Party’s financial status and business operations. Each Loan Party hereby authorizes all Governmental Bodies to furnish to Agent and each Lender copies of reports or examinations relating to such Loan Party, whether made by such Loan Party or otherwise; however, Agent and each Lender will attempt to obtain such information or materials directly from such Loan Party prior to obtaining such information or materials from such accountants or Governmental Bodies.

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X. EVENTS OF DEFAULT.

The occurrence of any one or more of the following events shall constitute an “Event of Default”:

10.1 Nonpayment. Failure by any Loan Party to pay (a) any principal on the Obligations (including without limitation pursuant to Section 2.9) when due, or (b) any interest on the Obligations (including without limitation pursuant to Section 2.9) and any other fee, charge, amount or liability provided for herein or in any Other Document within three (3) Business Days of when such payments are due and owing.

10.2 Breach of Representation. Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been incorrect or misleading in any material respect on the date when made or deemed to have been made;

10.3 Financial Information. Failure by any Loan Party to (i) furnish financial information when due or when requested, or (ii) permit the inspection of its books or records or access to its premises for audits and appraisals in accordance with the terms hereof;

10.4 Judicial Actions. Issuance of a notice of Lien, levy, assessment, injunction or attachment (a) against any Borrowing Base Party’s Inventory or Receivables or (b) against a material portion of any Domestic Loan Party’s other property which is not stayed or lifted within thirty (30) days; in each case, involving amounts in excess of $10,000,000;

10.5 Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii), (i) except as set forth in Section 10.5(iii) below, failure or neglect of any Loan Party or its Subsidiaries to perform, keep or observe any term, provision, condition, covenant contained in Article IV, Article VI, Article VII, or Article IX of this Agreement, (ii) failure or neglect of any Loan Party or its Subsidiaries or any Person to perform, keep or observe any term, provision, condition, covenant contained in any Other Document (other than this Agreement) or any other agreement or arrangement, now or hereafter entered into between any Loan Party or its Subsidiaries or such Person, and Agent or any Lender which is not cured within thirty (30) days from such failure or neglect, or (iii) failure or neglect of any Loan Party to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.5, 4.10, 4.14, 6.1, 6.3, 6.6, 6.8, 6.9, 6.11, 9.4, 9.10, 9.11, 9.13, 9.17 or 9.19 hereof which is not cured within twenty (20) days from the occurrence of such failure or neglect;

10.6 Judgments. Any (a) final non-appealable judgment or judgments, writ(s), order(s) or decree(s) for the payment of money are rendered against any Loan Party or any of its Subsidiaries for an aggregate amount in excess of $20,000,000 or against all Loan Parties and their Subsidiaries for an aggregate amount in excess of $20,000,000 and (b) (i) action shall be legally taken by any judgment creditor to levy upon assets or properties of any Loan Party or any of its Subsidiaries to enforce any such judgment or (ii) such judgment shall remain undischarged for a period of ninety (90) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect;

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10.7 Bankruptcy. Any Borrower, any Guarantor, any Subsidiary or Affiliate of any Borrower shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy or receivership laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent (including by entry of any order for relief in any involuntary bankruptcy or insolvency proceeding commenced against it), (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

10.8 Material Adverse Effect. The occurrence of a Material Adverse Effect;

10.9 Lien Priority. Any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest (subject only to Permitted Encumbrances that have priority as a matter of Applicable Law to the extent such Liens only attach to Collateral other than Receivables or Inventory);

10.10 Exclusion Event. There occurs an Exclusion Event which (i) after taking such steps as such Borrower determines to mitigate the impact thereof is not mitigated within thirty (30) days and (ii) after the expiration of such mitigation period, such Exclusion Event has or could reasonably be expected to have a Material Adverse Effect.

10.11 Cross Default. (a) Any specified “event of default” under the O&G Credit Documents occurs prior to the Separation Date, or (b) any specified “event of default” in respect of any Indebtedness (other than the Obligations) of any Loan Party or any of its Subsidiaries with a then-outstanding principal balance (or, in the case of any Indebtedness not so denominated, with a then-outstanding total obligation amount) of $20,000,000 or more, or any other event or circumstance which would permit the holder of any such Indebtedness of any Loan Party or any of its Subsidiaries to accelerate such Indebtedness (and/or the obligations of Loan Party or any of its Subsidiaries thereunder) prior to the scheduled maturity or termination thereof, shall occur (regardless of whether the holder of such Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Indebtedness);

10.12 Breach of Guaranty or Security Agreement. Termination or breach of any Guaranty, Security Agreement, Pledge Agreement or similar agreement executed and delivered to Agent in connection with the Obligations, or if any Guarantor or pledgor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty, Security Agreement, Pledge Agreement or similar agreement;

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10.13 Change of Control. Any Change of Control shall occur;

10.14 Invalidity. Any material provision of this Agreement or any Other Document shall, for any reason, cease to be valid and binding on any Loan Party or any of its Subsidiaries, or any Loan Party or any of its Subsidiaries shall so claim in writing to Agent or any Lender or any Loan Party challenges the validity of or its liability under this Agreement or any Other Document;

10.15 Seizures. Any (a) portion of the Collateral valued in excess of $5,000,000 shall be seized, subject to garnishment or taken by a Governmental Body, or any Loan Party or any of its Subsidiaries, or (b) the title and rights of any Loan Party or any of its Subsidiaries which is the owner of any material portion of the Collateral valued in excess of $10,000,000 shall have become the subject matter of claim, litigation, suit, garnishment or other proceeding which might, in the opinion of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents;

10.16 Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, any Specified Loan Party or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or the occurrence of any Termination Event; and

10.17 Anti-Money Laundering/International Trade Law Compliance. Any representation, warranty or covenant contained in Sections 5.35, 5.36, 6.21, 7.21 and 7.22 is or becomes false or misleading at any time.

XI. LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.

11.1 Rights and Remedies.

(a) Upon the occurrence of: (i) an Event of Default pursuant to Section 10.7 (other than Section 10.7(vii)), all Obligations shall be immediately due and payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated, (ii) any of the other Events of Default and at any time thereafter, at the option of Agent or at the direction of Required Lenders all Obligations shall be immediately due and payable and Agent or Required Lenders shall have the right to terminate this Agreement and to terminate, in whole or in part (including by a reduction in the Revolving Commitments), the obligation of Lenders to make Advances; and (iii) without limiting Section 8.2 hereof, any Default under Sections 10.7(vii) hereof, the obligation of Lenders to make Advances hereunder shall be suspended until such time as such involuntary petition shall be dismissed. Upon the occurrence of any Event of Default, Agent shall have the right to exercise any and all rights and remedies provided for herein, under the Other Documents, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Agent may enter any of any Loan Party’s premises or other premises without legal process and without incurring liability to any Loan Party therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand,

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take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Loan Parties to make the Collateral available to Agent at a convenient place. With or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Domestic Loan Parties reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid (including credit bid) for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by each Domestic Loan Party. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of each Loan Party’s (a) Intellectual Property which is used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, Loan Parties shall remain liable to Agent and Lenders therefor.

(b) To the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Loan Party acknowledges and agrees that it is not commercially unreasonable for Agent: (i) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral; (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to contact other Persons, whether or not in the same business as any Loan Party, for expressions of interest in acquiring all or any portion of such Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any

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of the Collateral. Each Loan Party acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to grant any rights to any Loan Party or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

11.2 Agent’s Discretion. Agent shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify, which procedures, timing and methodologies to employ, and what any other action to take with respect to any or all of the Collateral and in what order, thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder as against Loan Parties or each other.

11.3 Setoff. Subject to Section 14.13, in addition to any other rights which Agent or any Lender may have under Applicable Law, upon the occurrence of an Event of Default hereunder, Agent and such Lender shall have a right, immediately and without notice of any kind, to apply any Domestic Loan Party’s property held by Agent and such Lender or any of their Affiliates to reduce the Obligations and to exercise any and all rights of setoff which may be available to Agent and such Lender with respect to any deposits held by Agent or such Lender. Notwithstanding anything to the contrary set forth in this Agreement, Agent waives any right of set off of funds on deposit in any Government Lockbox Account or any Government Lockbox against the Obligations under this Agreement except to the extent otherwise permitted under Applicable Law.

11.4 Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any rights or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative.

11.5 Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and the Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Collateral under or pursuant to the terms of this Agreement;

SECOND, to payment of any fees owed to Agent;

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THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement;

FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans;

FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans;

SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above);

SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities) (including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof).

EIGHTH, to all other Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SEVENTH” above;

NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “EIGHTH”; and

TENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, and “EIGHTH” above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by

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Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, and “NINTH” above in the manner provided in this Section 11.5.

XII. WAIVERS AND JUDICIAL PROCEEDINGS.

12.1 Waiver of Notice. Each Loan Party hereby waives notice of non-payment of any of the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

12.2 Delay. No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.

12.3 Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII. EFFECTIVE DATE AND TERMINATION.

13.1 Term. This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Loan Party, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until September 19, 2028 (the “Term”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon five (5) Business Days prior written notice to Agent upon payment in full of the Obligations.

13.2 Termination. The termination of the Agreement shall not affect Agent’s or any Lender’s rights, or any of the Obligations having their inception prior to the effective date of such

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termination or any Obligations which pursuant to the terms hereof continue to accrue after such date, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created and Obligations have been fully and indefeasibly paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers’ Account may from time to time be temporarily in a zero or credit position, until all of the Obligations have been indefeasibly paid and performed in full after the termination of this Agreement or each Loan Party has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders with respect thereto. Accordingly, each Domestic Loan Party waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Domestic Loan Party, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are indefeasibly paid and performed in full.

XIV. REGARDING AGENT.

14.1 Appointment. Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the Other Documents. Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in Sections 2.8(b) and 3.4 and in any Fee Letter), charges and collections received pursuant to this Agreement, for the ratable benefit of Lenders. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Note) Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Required Lenders, and such instructions shall be binding; provided, however, that Agent shall not be required to take any action which, in Agent’s discretion, exposes Agent to liability or which is contrary to this Agreement or the Other Documents or Applicable Law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.

14.2 Nature of Duties. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the

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Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of any Loan Party to perform its obligations hereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of any Loan Party. The duties of Agent as respects the Advances to Borrowers shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or the transactions described herein except as expressly set forth herein.

14.3 Lack of Reliance on Agent. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Loan Party and each Guarantor in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Borrower and each Guarantor. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower or any Guarantor, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the financial condition or prospects of any Loan Party, or the existence of any Event of Default or any Default.

14.4 Resignation of Agent; Successor Agent. Agent may resign on sixty (60) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly designate a successor Agent reasonably satisfactory to Borrowers (provided that no such approval by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Aircraft Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection

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of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

14.5 Certain Rights of Agent. If Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of Required Lenders.

14.6 Reliance. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, email, facsimile, telex, teletype or telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder, upon advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.

14.7 Notice of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Other Documents, unless Agent has received notice from a Lender or Borrowing Agent referring to this Agreement or the Other Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to Lenders. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders.

14.8 Indemnification. To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts), from and against any and all liabilities, obligations,

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losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

14.9 Agent in its Individual Capacity. With respect to the obligation of Agent to lend under this Agreement, the Advances made by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent specified herein; and the term “Lender” or any similar term shall, unless the context clearly otherwise indicates, include Agent in its individual capacity as a Lender. Agent may engage in business with any Loan Party as if it were not performing the duties specified herein, and may accept fees and other consideration from any Loan Party for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

14.10 Delivery of Documents. To the extent Agent receives financial statements required under Sections 9.7, 9.8, 9.9, 9.12 and 9.13 or Borrowing Base Certificates from any Borrower pursuant to the terms of this Agreement which any Borrower is not obligated to deliver to each Lender, Agent will promptly furnish such documents and information to Lenders.

14.11 Borrowers’ Undertaking to Agent. Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

14.12 No Reliance on Agent’s Customer Identification Program. To the extent the Advances or this Agreement is, or becomes, syndicated in cooperation with other Lenders, each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of Borrowers, their Affiliates or their agents, the Other Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such Anti-Terrorism Laws.

14.13 Other Agreements. Each of the Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any amounts owing by such Lender to any Loan Party or any deposit accounts of any Loan Party now or hereafter maintained with such Lender. Anything

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in this Agreement to the contrary notwithstanding, each of the Lenders further agrees that it shall not, unless specifically requested to do so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents shall be taken in concert and at the direction or with the consent of Agent or Required Lenders.

14.14 Erroneous Payments.

(a) If the Agent notifies a Lender, Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or Secured Party (any such Lender, Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuer, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided that, without limiting any other rights or remedies (whether at law or in equity), the Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within ninety (90) days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender, Issuer or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of the Effective Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice from the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender, Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or Secured Party hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in an amount different than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such, prepayment or repayment (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, Issuer or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

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(i) (A) In the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender, Issuer or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 14.14(b).

(c) Each Lender, Issuer or Secured Party hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuer or Secured Party under any Other Document, or otherwise payable or distributable by the Agent to such Lender, Issuer or Secured Party from any source, against any amount due to the Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (a), from any Lender or Issuer that has received such Erroneous Payment (or portion thereof) and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender or Issuer at any time, (i) such Lender or Issuer shall be deemed to have assigned its loans (but not its commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Loans”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the loans (but not commitments) of the Erroneous Payment Impacted Loans, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Loan Parties) deemed to execute and deliver an assignment and assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuer shall deliver any Notes evidencing such loans to the Loan Parties or the Agent, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuer shall cease to be a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable commitments which shall survive as to such assigning Lender or assigning Issuer and (iv) the Agent may reflect in the Register its ownership interest in the loans subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuer shall be reduced by the net proceeds of the sale of such loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender or Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the commitments of any Lender or Issuer and such

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commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold a loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuer or Secured Party under the Other Documents with respect to such Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the Borrowers or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation, waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations under this Section 14.14 shall survive the resignation or replacement of the Agent, the termination of all of the commitments and/or repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Other Document.

XV. BORROWING AGENCY.

15.1 Borrowing Agency Provisions.

(a) Each Loan Party hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity, whether verbally, in writing or through electronic methods (including, without limitation, an Approved Electronic Communication) to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name such Loan Party or Loan Parties, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.

(b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Neither Agent nor any Lender shall incur liability to Borrowers as a result thereof. To induce Agent and Lenders to do so and in consideration thereof, each Borrower hereby indemnifies Agent and each Lender and holds Agent and each Lender harmless from and

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against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to this Section 15.1 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

(c) All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Agent or any Lender to any Borrower, failure of Agent or any Lender to give any Borrower notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against any Borrower, the release by Agent or any Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any Lender to the other Borrowers or any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses.

15.2 Waiver of Subrogation. Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or any other Person directly or contingently liable for the Obligations hereunder, or against or with respect to any other Borrowers’ property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until termination of this Agreement and repayment in full of the Obligations.

15.3 Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance of the functions of the group of Loan Parties as a whole and the successful operation of each Loan Party is dependent on the successful performance and operation of each other Loan Party. Each of the Loan Parties expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from successful operations of the Loan Parties. Each Loan Party expects to derive benefit (and the boards of directors or other governing body of each such Loan Party have determined that it may reasonably be expected to derive benefit), directly and indirectly, from the credit extended by the Lenders to the Loan Parties hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any Other Documents to be executed by such Loan Party is within its corporate purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.

XVI. GUARANTY

16.1 Unconditional Guaranty. Each Guarantor hereby unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor when and as due, whether at maturity, by acceleration, by notice of prepayment or otherwise, the due and punctual payment of all Obligations of each other party hereto. Each payment made by any

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Guarantor pursuant to this Guaranty shall be made in lawful money of the United States in immediately available funds, (a) without set-off or counterclaim and (b) free and clear of and without deduction or withholding for or on account of any present and future Charges and any conditions or restrictions resulting in Charges and all penalties, interest and other payments on or in respect thereof (except for Excluded Taxes) (“Covered Tax” or “Covered Taxes”) unless Guarantor is compelled by law to make payment subject to such Covered Taxes. This Guaranty is a guaranty of payment when due and not of collection.

16.2 Covered Taxes. All Covered Taxes in respect of this Guaranty or any amounts payable or paid under this Guaranty shall be paid by Guarantor when due and in any event prior to the date on which penalties attach thereto. Each Guarantor will indemnify Agent and each of the Lenders against and in respect of all such Covered Taxes. Without limiting the generality of the foregoing, if any Covered Taxes or amounts in respect thereof must be deducted or withheld from any amounts payable or paid by any Guarantor hereunder, such Guarantor shall pay such additional amounts as may be necessary to ensure that Agent and each of the Lenders receives a net amount equal to the full amount which it would have received had payment (including of any additional amounts payable under this Section 16.2) not been made subject to such Covered Taxes. Within thirty (30) days of each payment by any Guarantor hereunder of Covered Taxes or in respect of Covered Taxes, such Guarantor shall deliver to Agent satisfactory evidence (including originals, or certified copies, of all relevant receipts) that such Covered Taxes have been duly remitted to the appropriate authority or authorities.

16.3 Waivers of Notice, Demand, etc. Each Guarantor hereby absolutely, unconditionally and irrevocably waives (i) promptness, diligence, notice of acceptance, notice of presentment of payment and any other notice hereunder, (ii) demand of payment, protest, notice of dishonor or nonpayment, notice of the present and future amount of the Obligations and any other notice with respect to the Obligations, (iii) any requirement that Agent or any Lender protect, secure, perfect or insure any security interest or Lien or any property subject thereto or exhaust any right or take any action against any other Loan Party, or any Person or any Collateral, (iv) any other action, event or precondition to the enforcement hereof or the payment by each such Guarantor of the Obligations, and (v) any defense arising by any lack of capacity or authority or any other defense of any Loan Party or any notice, demand or defense by reason of cessation from any cause of Obligations other than payment in full of the Obligations by the Loan Parties and any defense that any other guarantee or security was or was to be obtained by Agent.

16.4 No Invalidity, Irregularity, etc. No invalidity, irregularity, voidableness, voidness or unenforceability of this Agreement or any Other Document or any other agreement or instrument relating thereto, or of all or any part of the Obligations or of any collateral security therefor shall affect, impair or be a defense hereunder.

16.5 Independent Liability. The Guaranty hereunder is one of payment, not collection, and the obligations of each Guarantor hereunder are independent of the Obligations of the other Loan Parties, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce the terms and conditions of this Article XVI, irrespective of whether any action is brought against any other Loan Party or other Persons or whether any other Loan Party or other Persons are joined in any such action or actions. Each Guarantor waives any right to require that any resort be had by Agent or any Lender to any security held for payment of the Obligations or

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to any balance of any deposit account or credit on the books of Agent or any Lender in favor of any Loan Party or any other Person. No election to proceed in one form of action or proceedings, or against any Person, or on any Obligations, shall constitute a waiver of Agent’s right to proceed in any other form of action or proceeding or against any other Person unless Agent has expressed any such waiver in writing. Without limiting the generality of the foregoing, no action or proceeding by Agent against any Loan Party under any document evidencing or securing indebtedness of any Loan Party to Agent shall diminish the liability of any Guarantor hereunder, except to the extent Agent receives actual payment on account of Obligations by such action or proceeding, notwithstanding the effect of any such election, action or proceeding upon the right of subrogation of any Guarantor in respect of any Loan Party.

16.6 Indemnity. As an original and independent obligation under this Guaranty, each Guarantor shall (a) indemnify, defend and hold Agent harmless and each of the Lenders and keep Agent and each of the Lenders indemnified against all costs, losses, expenses and liabilities of whatever kind resulting from the failure by any Loan Party to make due and punctual payment of any of the Obligations or resulting from any of the Obligations being or becoming void, voidable, unenforceable or ineffective against each Borrower (including, but without limitation, all legal and other costs, Charges and expenses incurred by Agent and each of the Lenders, or any of them in connection with preserving or enforcing, or attempting to preserve or enforce, its rights under this Guaranty), except to the extent that any of the same results from the gross negligence or willful misconduct by Agent or any Lender; and (b) pay on demand the amount of such costs, losses, expenses and liabilities whether or not Agent or any of the Lenders have attempted to enforce any rights against each Borrower or any other Person or otherwise.

16.7 Liability Absolute. The liability of each Guarantor hereunder shall be absolute, unlimited and unconditional and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any claim, defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any other Obligation or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired, released, limited or otherwise affected by:

(a) any change in the manner, place or terms of payment, and/or any change or extension of the time of payment of, release, renewal or alteration of, or any new agreements relating to any Obligation, any security therefor, or any liability incurred directly or indirectly in respect thereof, or any rescission of, or amendment, waiver or other modification of, or any consent to departure from, this Agreement or any Other Document, including any increase in the Obligations resulting from the extension of additional credit to Borrowers or otherwise;

(b) any sale, exchange, release, surrender, loss, abandonment, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Obligations, and/or any offset there against, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any such Lien, or any amendment or waiver of or consent to departure from any other guaranty for all or any of the Obligations;

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(c) the failure of Agent or any Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party or any other Person under the provisions of this Agreement or any Other Document or any other document or instrument executed an delivered in connection herewith or therewith;

(d) any settlement or compromise of any Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any obligation (whether due or not) of any Loan Party to creditors of any Loan Party other than any other Loan Party;

(e) any manner of application of Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Obligations or any other assets of any Loan Party; and

(f) any other agreements or circumstance of any nature whatsoever that may or might in any manner or to any extent vary the risk of any Guarantor, or that might otherwise at law or in equity constitute a defense available to, or a discharge of, the Guaranty hereunder and/or the obligations of any Guarantor, or a defense to, or discharge of, any Loan Party or any other Person or party hereto or the Obligations or otherwise with respect to the Advances or any other financial accommodations to Borrowers pursuant to this Agreement and/or the Other Documents.

16.8 Action by Agent Without Notice. Agent shall have the right to take any action set forth in Article XI or any other provision of this Agreement without notice to or the consent of any Guarantor and each Guarantor expressly waives any right to notice of, consent to, knowledge of and participation in any agreements relating to any such action or any other present or future event relating to Obligations whether under this Agreement or otherwise or any right to challenge or question any of the above and waives any defenses of such Guarantor which might arise as a result of such actions.

16.9 Application of Proceeds. Agent may at any time and from time to time (whether prior to or after the revocation or termination of this Agreement) without the consent of, or notice to, any Guarantor, and without incurring responsibility to any Guarantor or impairing or releasing the Obligations, apply any sums by whomsoever paid or howsoever realized to any Obligations regardless of what Obligations remain unpaid.

16.10 Continuing Effectiveness.

(a) The Guaranty provisions herein contained shall continue to be effective or be automatically reinstated, as the case may be, if a claim is ever made upon Agent or any Lender for repayment or recovery of any amount or amounts received by such Person in payment or on account of any of the Obligations and such Person repays all or part of said amount for any reason whatsoever, including, without limitation, by reason of any judgment, decree or order of any court or administrative body having jurisdiction over such Person or the respective property of each, or any settlement or compromise of any claim effected by such Person with any such claimant (including any Loan Party); and in such event each Guarantor hereby agrees that any such judgment, decree, order, settlement or compromise or other circumstances shall be binding upon

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such Guarantor, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any Obligation, and each Guarantor shall be and remain liable to the Agents and/or the Lenders for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person(s).

(b) Agent shall not be required to marshal any assets in favor of any Guarantor, or against or in payment of Obligations.

(c) No Guarantor shall be entitled to claim against any present or future security held by Agent from any Person for Obligations in priority to or equally with any claim of Agent, or assert any claim for any liability of any Loan Party to any Guarantor in priority to or equally with claims of Agent for Obligations, and no Guarantor shall be entitled to compete with Agent with respect to, or to advance any equal or prior claim to any security held by Agent for Obligations.

(d) If any Loan Party makes any payment to Agent, which payment is wholly or partly subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to any Person under any federal, state, provincial or territorial statute or at common law or under equitable principles, then to the extent of such payment, the Obligation intended to be paid shall be revived and continued in full force and effect as if the payment had not been made, and the resulting revived Obligation shall continue to be guaranteed, uninterrupted, by each Guarantor hereunder.

(e) All present and future monies payable by any Loan Party to any other Loan Party, whether arising out of a right of subrogation, reimbursement, contribution, indemnification or otherwise, are assigned to the Agent, for the benefit of the Lenders as additional security for such Guarantor’s liability to the Lenders hereunder and are postponed and subordinated to the Agent and Lenders’ prior right to payment in full of Obligations. Except to the extent prohibited otherwise by this Agreement, all monies received by any Loan Party from any other Loan Party shall be held by such receiving Loan Party as agent and trustee for the Agent. This assignment, postponement and subordination shall only terminate when the Obligations are paid in full in cash (other than contingent obligations not then due and payable), all Commitments are irrevocably terminated and this Agreement is irrevocably terminated.

(f) Each Loan Party acknowledges this assignment, postponement and subordination and, except as otherwise set forth herein, agrees to make no payments to any Guarantor without the prior written consent of Agent and the Lenders. Each Loan Party agrees to give full effect to the provisions hereof.

16.11 Enforcement. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party or any other Person, declare any obligations of each Guarantor hereunder immediately due and payable, and shall be entitled to enforce the obligations of each Guarantor. Upon such declaration by Agent, Agent and the Lenders are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Agent or the Lenders to or for the credit or the account of any Guarantor against any and all of the

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obligations of each Guarantor now or hereafter existing hereunder, whether or not Agent or the Lenders shall have made any demand hereunder against any other Loan Party and although such obligations may be contingent and unmatured. The rights of Agent and the Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and the Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any other Loan Party (the “Guarantor Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Guarantor Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Guarantor Claims. Each Guarantor agrees that at no time hereafter will any of the Guarantor Claims be represented by any notes, other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Guarantor Claims or any security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

16.12 Statute of Limitations. Any acknowledgment or new promise, whether by payment of principal or interest or otherwise and whether by any Loan Party or others with respect to any of the Obligations shall, if the statute of limitations in favor of any Guarantor against Agent or the Lenders shall have commenced to run, toll the running of such statute of limitations and, if the period of such statute of limitations shall have expired, prevent the operation of such statute of limitations.

16.13 Interest. All amounts due, owing and unpaid from time to time by any Guarantor hereunder shall bear interest at the interest rate per annum then chargeable with respect to the Advances (without duplication of interest on the underlying Obligation).

16.14 Currency Conversion. Without limiting any other rights in this Agreement, if for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Guaranty or any Other Document it becomes necessary to convert into the currency of such jurisdiction (herein called the “Judgment Currency”) any amount due hereunder in any currency other than the Judgment Currency, then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose, “rate of exchange” means the rate at which Agent would, on the relevant date at or about 12:00 p.m., be prepared to sell a similar amount of such currency in New York, New York against the Judgment Currency. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of payment of the amount due, each Guarantor will, on the date of payment, pay such additional amounts (if any) as may be necessary to ensure that the amount paid on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of payment is the amount then due under this Guaranty or any Other Document in such other currency. Any additional amount due from

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Guarantor under this Section 16.14 will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Agreement or any of the Other Documents.

16.15 Acknowledgment. Each Guarantor acknowledges receipt of a copy of each of this Agreement and the Other Documents. Each Guarantor has made an independent investigation of the Loan Parties and of the financial condition of the Loan Parties. Neither Agent nor any Lender has made and neither Agent nor any Lender does make any representations or warranties as to the income, expense, operation, finances or any other matter or thing affecting any Loan Party, nor has Agent or any Lender made any representations or warranties as to the amount or nature of the Obligations of any Loan Party to which this Article XVI applies as specifically herein set forth, nor has Agent or any Lender or any officer, agent or employee of Agent or any Lender or any representative thereof, made any other oral representations, agreements or commitments of any kind or nature, and each Guarantor hereby expressly acknowledges that no such representations or warranties have been made and such Guarantor expressly disclaims reliance on any such representations or warranties.

16.16 Continuing Effectiveness. Subject to Section 16.18, the provisions of this Article XVI shall remain in effect until the indefeasible payment in full in cash of all Obligations (other than contingent obligations not then due and payable), the termination of all Commitments and irrevocable termination of this Agreement.

16.17 Australian Guarantors. The Obligations hereunder of any Australian Guarantor, shall not be abrogated or otherwise affected by any rule of law or equity in or of Australia or any State or Territory of Australia which would operate to reduce, extinguish or otherwise adversely affect any such Obligations, and no party, whether in the course of legal proceedings or otherwise, will claim that any such rule applies and hereby irrevocably waives any right that it may have now or in future to do so.

16.18 Discharge of Guaranty Upon Sale of Guarantor; Separation Date.

(a) If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be permitted to be and are Disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Secured Party or any other Person effective as of the time of such Disposition so long as all conditions (if any) required to permit such Disposition hereunder are satisfied as of such time.

(b) Upon the occurrence of the Separation Date, the Guaranty of the Separation Date Guarantors hereunder shall automatically be discharged and released without any further action by any Secured Party or any other Person effective as of such time.

XVII. MISCELLANEOUS.

17.1 Governing Law. This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or

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otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York. Any judicial proceeding brought by or against any Loan Party with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Agreement, each Loan Party accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Loan Party hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 17.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Agent’s option, by service upon Borrowing Agent which each Loan Party irrevocably appoints as such Loan Party’s Agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against any Loan Party in the courts of any other jurisdiction. Each Loan Party waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Loan Party waives the right to remove any judicial proceeding brought against such Loan Party in any state court to any federal court. Any judicial proceeding by any Loan Party against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of New York, State of New York.

17.2 Entire Understanding.

(a) THIS AGREEMENT AND THE DOCUMENTS EXECUTED CONCURRENTLY HEREWITH CONTAIN THE ENTIRE UNDERSTANDING BETWEEN EACH LOAN PARTY, AGENT AND EACH LENDER AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. ANY PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED AND HEREINAFTER MADE SHALL HAVE NO FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY EACH LOAN PARTY’S, AGENT’S AND EACH LENDER’S RESPECTIVE OFFICERS. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged. Notwithstanding the foregoing, Agent may modify this Agreement or any of the Other Documents for the purposes of completing missing content or correcting erroneous content of an administrative nature, without the need for a written amendment, provided that the Agent shall send a copy of any such modification to the Loan Parties and each Lender (which copy may be provided by electronic mail). Each Loan Party acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.

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(b) Required Lenders, Agent with the consent in writing of Required Lenders, and Borrowers may, subject to the provisions of this Section 17.2(b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents executed by Borrowers, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Borrowers thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, no such supplemental agreement shall:

(i) except in connection with any increase pursuant to Section 2.24 hereof, increase the Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, or the maximum dollar amount of the Revolving Commitment Amount or the Term Loan Commitment Amount, as applicable, of any Lender without the consent of such Lender directly affected thereby;

(ii) whether or not any Advances are outstanding, extend the Term or the time for payment of principal or interest of any Advance (excluding the due date of any mandatory prepayment of an Advance), or any fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Advances or reduce any fee payable to any Lender, without the consent of each Lender directly affected thereby (except that Required Lenders may elect to waive or rescind any imposition of the Default Rate under Section 3.1 or of default rates of Letter of Credit fees under Section 3.2 (unless imposed by Agent));

(iii) alter, amend or modify the provisions of Section 2.20 or the definition of the term “Order of Aircraft Proceeds Application” without the consent of all Lenders;

(iv) alter the definition of the term Required Lenders or alter, amend or modify this Section 17.2(b) without the consent of all Lenders;

(v) alter, amend or modify the provisions of Section 11.5 without the consent of all Lenders;

(vi) [reserved];

(vii) change the rights and duties of Agent without the consent of all Lenders;

(viii) subject to clause (e) below, permit any Revolving Advance to be made if after giving effect thereto the total of Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (60) consecutive Business Days or exceed one hundred and ten percent (110%) of the Formula Amount without the consent of all Lenders holding a Revolving Commitment;

(ix) increase the Advance Rates above the Advance Rates in effect on the Closing Date without the consent of all Lenders holding a Revolving Commitment; or

(x) except as permitted under this Agreement or any Other Document, release any Guarantor or Borrower without the consent of all Lenders.

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(c) Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrowers, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon.

(d) In the event that Agent requests the consent of a Lender pursuant to this Section 17.2 and such consent is denied, then Agent may, at its option, require such Lender to assign its interest in the Advances to Agent or to another Lender or to any other Person designated by Agent (the “Designated Lender”), for a price equal to (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event Agent elects to require any Lender to assign its interest to Agent or to the Designated Lender, Agent will so notify such Lender in writing within forty five (45) days following such Lender’s denial, and such Lender will assign its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, Agent or the Designated Lender, as appropriate, and Agent.

(e) Notwithstanding (i) the existence of a Default or an Event of Default, (ii) that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, Agent may at its discretion and without the consent of any Lender, voluntarily permit the outstanding Revolving Advances at any time to exceed the Formula Amount by up to ten percent (10%) of the Formula Amount for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”). If Agent is willing in its sole and absolute discretion to permit such Out-of-Formula Loans, Lenders holding the Revolving Commitments shall be obligated to fund such Out-of-Formula Loans in accordance with their respective Revolving Commitment Percentages, and such Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate for Revolving Advances consisting of Domestic Rate Loans; provided that, if Agent does permit Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a) nor shall any Lender be obligated to fund Revolving Advances in excess of its Revolving Commitment Amount. For purposes of this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be “Eligible IPM Receivables” becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence. To the extent any Out-of-Formula Loans are not actually funded by the other Lenders as provided for in this Section 17.2(e), Agent may elect in its

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discretion to fund such Out-of-Formula Loans and any such Out-of-Formula Loans so funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

(f) In addition to (and not in substitution of) the discretionary Revolving Advances permitted above in this Section 17.2, Agent is hereby authorized by Borrowers and Lenders, at any time in Agent’s sole discretion, regardless of (i) the existence of a Default or an Event of Default, (ii) whether any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, to make Revolving Advances (“Protective Advances”) to Borrowers on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement (the “Protective Advances”). Lenders holding the Revolving Commitments shall be obligated to fund such Protective Advances and effect a settlement with Agent therefor upon demand of Agent in accordance with their respective Revolving Commitment Percentages. To the extent any Protective Advances are not actually funded by the other Lenders as provided for in this Section 17.2(f), any such Protective Advances funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

17.3 Successors and Assigns; Participations; New Lenders.

(a) This Agreement shall be binding upon and inure to the benefit of Loan Parties, Agent, each Lender, all future holders of the Obligations and their respective successors and assigns, except that no Loan Party may assign or transfer any of its rights or obligations under this Agreement (including, in each case, by way of an LLC Division) without the prior written consent of Agent and each Lender.

(b) Each Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Advances to other Persons (each such transferee or purchaser of a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that (i) Borrowers shall not be required to pay to any Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder unless the sale of the participation to such Participant is made with Borrower’s prior written consent, and (ii) in no event shall Borrowers be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. Each Borrower hereby

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grants to any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Participant as security for the Participant’s interest in the Advances. 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 and the principal amounts of (and stated interest on) each Participant’s interest under this Agreement and any Other Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement or any Other Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the Treasury Regulations and Section 1.163-5(b)(1) of the proposed Treasury Regulations. 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.

(c) Any Lender, with the consent of Agent, may sell, assign or transfer all or any part of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to one or more additional Persons and one or more additional Persons may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of not less than $5,000,000, pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording, provided, however, that 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 with respect to each of the Revolving Advances and/or Term Loans under this Agreement in which such Lender has an interest. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Each Borrower hereby consents to the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing; provided, however, that the consent of Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Permitted Assignee.

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(d) Any Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may directly or indirectly sell, assign or transfer all or any portion of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that (i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender, each a “Transferee” and collectively the “Transferees”), pursuant to a Commitment Transfer Supplement modified as appropriate to reflect the interest being assigned (“Modified Commitment Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender, and Agent as appropriate and delivered to Agent for recording. Upon such execution and delivery, from and after the transfer effective date determined pursuant to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder shall be a party hereto and, to the extent provided in such Modified Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment Transfer Supplement, be released from its obligations under this Agreement, the Modified Commitment Transfer Supplement creating a novation for that purpose. Such Modified Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing CLO. Each Borrower hereby consents to the addition of such Purchasing CLO. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing; provided, however, that the consent of Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Permitted Assignee.

(e) Agent shall maintain at its address a copy of each Commitment Transfer Supplement and Modified Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Lender and the outstanding principal, accrued and unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, Agent and Lenders shall treat each Person whose name is recorded in the Register as the owner of the Advance recorded therein for the purposes of this Agreement; provided that no Lender shall have any obligation to disclose all or any portion of the Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The Register shall be available for inspection by Borrowing Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a fee in the amount of $3,500 payable by the applicable Purchasing Lender and/or Purchasing CLO upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO.

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(f) Each Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of such Borrower.

(g) Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time and from time to 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 any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

17.4 Application of Payments. Agent shall have the continuing and exclusive right to apply or reverse and re-apply any payment and any and all proceeds of Collateral to any portion of the Obligations. To the extent that any Borrower makes a payment or Agent or any Lender receives any payment or proceeds of the Collateral for any Borrower’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent or such Lender.

17.5 Indemnity. Each Borrower shall defend, protect, indemnify, pay and save harmless Agent, Issuer, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents (each an “Indemnified Party”) for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel (including allocated costs of internal counsel)) (collectively, “Claims”) which may be imposed on, incurred by, or asserted against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect, of: (i) this Agreement, the Other Documents, the Advances and other Obligations and/or the transactions contemplated hereby including the Transactions, (ii) any action or failure to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with and/or relating to the negotiation, execution, delivery or administration of the Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions contemplated hereby including the Transactions, (iii) any Borrower’s or any Guarantor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Other Documents, (iv) the enforcement of any of the rights and remedies of Agent, Issuer or any Lender under the Agreement and the Other Documents, (v) any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, and (vi) any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality, any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto (all the

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foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith (solely in the case of such Indemnified Party that is a Lender or its Affiliates, director, officer, employee agent, trustee or investment advisor) or willful misconduct of such Indemnified Party. Without limiting the generality of any of the foregoing, each Borrower shall defend, protect, indemnify, pay and save harmless each Indemnified Party from (x) any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and (y) any Claims imposed on, incurred by, or asserted against any Indemnified Party under any Environmental Laws with respect to or in connection with any Hazardous Discharge or presence of any Hazardous Materials on, in, from or under the Real Property, including any Claims consisting of or relating to the imposition or assertion of any Lien on any of the Real Property under any Environmental Laws, except to the extent such Claim is attributable to any Hazardous Discharge or presence resulting from gross negligence, willful misconduct or actions on the part of Agent or any Lender. Borrowers’ obligations under this Section 17.5 shall arise upon the discovery of the presence of any Hazardous Materials at the Real Property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials, in each such case except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

17.6 Notice. Any notice or request hereunder may be given to Borrowing Agent or any Loan Party or to Agent or any Lender at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 17.6 only, a “Notice”) to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a website to which Loan Parties are directed (an “Internet Posting”) if Notice of such Internet Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 17.6) in accordance with this Section 17.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 17.6 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 17.6. Any Notice shall be effective:

(a) In the case of hand-delivery, when delivered;

(b) If given by mail, four (4) days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(c) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, an Internet Posting or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business Day);

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(d) In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(e) In the case of electronic transmission, when actually received;

(f) In the case of an Internet Posting, upon delivery of a Notice of such posting (including the information necessary to access such site) by another means set forth in this Section 17.6; and

(g) If given by any other means (including by overnight courier), when actually received.

Any Lender giving a Notice to Borrowing Agent or any Loan Party shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Lenders of its receipt of such Notice.

(A) If to Agent or PNC at:

PNC Bank, National Association

200 Crescent Court, 4th Floor

Dallas, Texas 75201

Attention:  Relationship Manager (PHI Group)

Telephone: (214) 871-1268

Facsimile:  (214) 871-2015

with a copy to:

PNC Bank, National Association

PNC Agency Services

PNC Firstside Center

500 First Avenue (Mailstop: P7-PFSC-04-1)

Pittsburgh, Pennsylvania 15219

Attention: Lori Killmeyer

Telephone: (412) 807-7002

Facsimile: (412) 762-8672

with an additional copy to:

Holland & Knight LLP

One Arts Plaza

1722 Routh Street

Suite 1500

Dallas, TX 75201

Attention: Michelle W. Suarez

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Telephone: (214) 964-9500

Facsimile: (214) 964-9501

(B) If to a Lender other than Agent, as specified on its Administrative Questionnaire

(C) If to Borrowing Agent or any Loan Party:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA

Attention: Justin A. Griffin, Treasurer

Telephone: (337) 272-4246

with a copy to:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA

Attention: Jason Whitley, Chief Financial Officer

Telephone: (337) 272-4396

with an additional copy to:

Milbank LLP

55 Hudson Yards

New York, NY 10001

Attention: Maya Grant

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

17.7 Survival. The obligations of Loan Parties under Sections 2.2(f), 2.2(g), 2.2(h), 3.7, 3.8, 3.9, 3.10, 17.5 and 17.9 and the obligations of Lenders under Sections 2.2, 2.15(b), 2.17, 2.18, 2.19, 14.8 and 17.5, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.

17.8 Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

17.9 Expenses. Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by Agent and its Affiliates (limited to the reasonable fees, charges and disbursements of one primary counsel for Agent, one FAA counsel for Agent and one additional local counsel in each applicable jurisdiction for Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and

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administration of this Agreement and the Other 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), (ii) all reasonable and documented out-of-pocket expenses incurred by Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by Agent, any Lender or Issuer (limited to the reasonable fees, charges and disbursements of one primary counsel for Agent and each Lender (other than Agent and Texas Exchange Bank), and one FAA counsel and one additional local counsel in each material applicable jurisdiction, in either case, for Agent, any Lender and Issuer, taken as a whole), and shall pay all fees and time charges for attorneys who may be employees of Agent, any Lender or Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Other Documents, including its rights under this Section, or (B) in connection with the Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of Agent’s regular employees and agents engaged periodically to perform audits of the any Borrower’s or any Borrower’s Affiliate’s or Subsidiary’s books, records and business properties.

17.10 Injunctive Relief. Each Loan Party recognizes that, in the event any Loan Party fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Lenders; therefor, Agent, if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

17.11 Consequential Damages. Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to any Borrower, or any Guarantor (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement or any Other Document.

17.12 Captions. The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

17.13 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto.

17.14 Construction. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.

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17.15 Confidentiality; Sharing Information. Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, financing sources, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Loan Party of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Loan Party other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Loan Party or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Loan Party hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 17.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement. Notwithstanding any non-disclosure agreement or similar document executed by Agent in favor of any Loan Party or any of any Loan Party’s affiliates, the provisions of this Agreement shall supersede such agreements.

17.16 Publicity. Each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered into among Loan Parties, Agent and Lenders, including announcements which are commonly known as tombstones, in such publications and to such selected parties as Agent shall deem appropriate and subject to the Borrowing Agent’s consent (not to be unreasonably withheld).

17.17 Certifications From Banks and Participants; USA PATRIOT Act.

(a) Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act.

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(b) The USA PATRIOT Act requires all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, any Lender may from time to time request, and each Borrower shall provide to such Lender, such Borrower’s name, address, tax identification number and/or such other identifying information as shall be necessary for such Lender to comply with the USA PATRIOT Act and any other Anti-Terrorism Law.

17.18 [Reserved].

17.19 Concerning Joint and Several Liability of Borrowers.

(a) Each of Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of Borrowers and in consideration of the undertakings of each of Borrowers to accept joint and several liability for the obligations of each of them.

(b) Each of Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of Borrowers without preferences or distinction among them.

(c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation.

(d) The obligations of each Borrower under the provisions of this Section 17.19 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

(e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advance made under this Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Agreement (except as otherwise provided herein), notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the taking, addition, substitution or release,

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in whole or in part, at any time or times, of any security for any of the Obligations or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the provisions of this Section 17.19, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 17.19, it being the intention of each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section 17.19 shall not be discharged except by performance and then only to the extent of such performance or except as otherwise agreed in writing in accordance with Section 17.2. The Obligations of each Borrower under this Section 17.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any Lender.

(f) The provisions of this Section 17.19 are made for the benefit of the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against any of the other Borrowers or to exhaust any remedies available to it against any of the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 17.19 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this Section 17.19 will forthwith be reinstated in effect, as though such payment had not been made.

(g) Notwithstanding any provision to the contrary contained herein or in any other of the Other Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under Applicable Law (whether federal or state and including, without limitation, any federal or state bankruptcy laws).

(h) Borrowers hereby agree, as among themselves, that if any Borrower shall become an Excess Funding Borrower (as defined below), each other Borrower shall, on demand of such Excess Funding Borrower (but subject to the next sentence hereof and to subsection (B) below), pay to such Excess Funding Borrower an amount equal to such Borrower’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, assets, liabilities and debts of such Excess Funding Borrower) of such Excess Payment (as defined below). The payment obligation of any Borrower to any Excess Funding Borrower under this Section 17.19(h) shall be subordinate and subject in right of payment to the prior payment in full of the

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Obligations of such Borrower under the other provisions of this Agreement, and such Excess Funding Borrower shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such Obligations. For purposes hereof, (i) “Excess Funding Borrower” shall mean, in respect of any Obligations arising under the other provisions of this Agreement (hereafter, the “Joint Obligations”), a Borrower that has paid an amount in excess of its Pro Rata Share of the Joint Obligations; (ii) “Excess Payment” shall mean, in respect of any Joint Obligations, the amount paid by an Excess Funding Borrower in excess of its Pro Rata Share of such Joint Obligations; and (iii) “Pro Rata Share”, for the purposes of this Section 17.19(h), shall mean, for any Borrower, the ratio (expressed as a percentage) of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Borrower (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Borrower hereunder) to (B) the amount by which the aggregate present fair salable value of all assets and other properties of such Borrower and all of the other Borrowers exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Borrower and the other Borrowers hereunder) of such Borrower and all of the other Borrowers, all as of the Closing Date (if any Borrower becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 17.19(h) such subsequent Borrower shall be deemed to have been a Borrower as of the Closing Date and the information pertaining to, and only pertaining to, such Borrower as of the date such Borrower became a Borrower shall be deemed true as of the Closing Date) notwithstanding the payment obligations imposed on Borrowers in this Section, the failure of a Borrower to make any payment to an Excess Funding Borrower as required under this Section shall not constitute an Event of Default.

17.20 Effectiveness of Facsimile Documents and Signatures. This Agreement or the Other Documents may be transmitted and signed and delivered by facsimile or other electronic means. The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall be binding on all Borrowers. Notwithstanding the foregoing, Agent shall have the right to require the Borrowers deliver to Agent manually signed originals of this Agreement and the Other Documents.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first above written.

BORROWERS:
PHI HEALTH, LLC
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Vice President

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

GUARANTORS:
PHI GROUP, INC.
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Chief Financial Officer
PHI CORPORATE, LLC
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Chief Financial Officer
AM EQUITY HOLDINGS, L.L.C.
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Chief Financial Officer
PHI AVIATION, LLC
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Vice President
PHI HELIPASS, L.L.C.
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Chief Financial Officer
PHI TECH SERVICES, LLC
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Chief Financial Officer

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

AGENT AND LENDER:
PNC BANK, NATIONAL ASSOCIATION,
as Agent and a Lender
By:	/s/ Ron Zeiber
Name: Ron Zeiber
Title: Senior Vice President

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

LENDER:
TEXAS EXCHANGE BANK,
as a Lender
By:	/s/ Gil Libling
Name: Gil Libling
Title: Chief Credit Officer

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

EX-10.7

Exhibit 10.7

Execution Version

REVOLVING CREDIT, TERM LOAN

AND

SECURITY AGREEMENT

AMONG

PHI AVIATION, LLC,

PHI HELIPASS, L.L.C.,

PHI TECH SERVICES, LLC,

(BORROWERS),

AND

THE GUARANTORS AND OTHER BORROWERS PARTY HERETO FROM TIME TO TIME

AND

PNC BANK, NATIONAL ASSOCIATION

(AS LENDER AND AS AGENT),

AND

THE FINANCIAL INSTITUTIONS

FROM TIME TO TIME PARTY HERETO

(AS LENDERS)

WITH

PNC CAPITAL MARKETS, LLC

(AS LEAD ARRANGER AND BOOKRUNNER)

Dated as of September 19, 2023

TABLE OF CONTENTS

		Page
I.	DEFINITIONS		1
1.1	Accounting Terms		1
1.2	General Terms		2
1.3	Uniform Commercial Code Terms		60
1.4	Certain Matters of Construction		60
1.5	Term SOFR Notification		61
1.6	Conforming Changes Relating to Term SOFR Rate		61
II.	ADVANCES, PAYMENTS		61
2.1	Revolving Advances		61
2.2	Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances		62
2.3	Term Loan		65
2.4	Swing Loans		65
2.5	Disbursement of Advance Proceeds		66
2.6	Making and Settlement of Advances		67
2.7	Maximum Advances		69
2.8	Manner and Repayment of Advances		69
2.9	Repayment of Excess Advances		70
2.10	Statement of Account		70
2.11	Letters of Credit		70
2.12	Issuance of Letters of Credit		71
2.13	Requirements For Issuance of Letters of Credit		72
2.14	Disbursements, Reimbursement		72
2.15	Repayment of Participation Advances		73
2.16	Documentation		74
2.17	Determination to Honor Drawing Request		74
2.18	Nature of Participation and Reimbursement Obligations		74
2.19	Liability for Acts and Omissions		76
2.20	Mandatory Prepayments		77
2.21	Use of Proceeds		79
2.22	Defaulting Lender		80
2.23	Payment of Obligations		82
2.24	Increase in Maximum Revolving Advance Amount		83
III.	INTEREST AND FEES		85
3.1	Interest		85
3.2	Letter of Credit Fees		86
3.3	Facility Fee		87
3.4	Collateral Evaluation Fee and Fee Letter		87
3.5	Computation of Interest and Fees		88
3.6	Maximum Charges		88
3.7	Increased Costs		88

i

3.8	Alternate Rate of Interest	89
3.9	Capital Adequacy	94
3.10	Taxes	95
3.11	Replacement of Lenders	98
IV.	COLLATERAL: GENERAL TERMS	98
4.1	Security Interest in the Collateral	98
4.2	Perfection of Security Interest	99
4.3	Preservation of Collateral	99
4.4	Ownership and Location of Collateral	100
4.5	Defense of Agent’s and Lenders’ Interests	100
4.6	Inspection of Premises	101
4.7	Appraisals	101
4.8	Receivables; Deposit Accounts and Securities Accounts	102
4.9	Inventory	106
4.10	Maintenance of Equipment	106
4.11	Exculpation of Liability	106
4.12	Financing Statements	106
4.13	State of Registration, Ownership and Perfection Requirements of Aircraft Collateral	107
4.14	Investment Property	109
4.15	Automatic Release	109
V.	REPRESENTATIONS AND WARRANTIES	110
5.1	Authority	110
5.2	Formation and Qualification; Investment Property	111
5.3	Survival of Representations and Warranties	111
5.4	Tax Returns	111
5.5	Financial Statements	111
5.6	Entity Names	112
5.7	Environmental Compliance; Flood Insurance	112
5.8	Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance	113
5.9	Patents, Trademarks, Copyrights and Licenses	114
5.10	Licenses and Permits	114
5.11	Default of Indebtedness	114
5.12	No Default	114
5.13	No Burdensome Restrictions	114
5.14	No Labor Disputes	114
5.15	Margin Regulations	114
5.16	Investment Company Act	114
5.17	Disclosure	114
5.18	[Reserved]	115
5.19	[Reserved]	115
5.20	Swaps	115
5.21	Business and Property of Specified Loan Parties	115
5.22	Ineligible Securities	115

ii

5.23	Federal Securities Laws	115
5.24	Equity Interests	115
5.25	Commercial Tort Claims	116
5.26	Letter of Credit Rights	116
5.27	[Reserved]	116
5.28	Certificate of Beneficial Ownership	116
5.29	[Reserved]	116
5.30	[Reserved]	116
5.31	[Reserved]	116
5.32	[Reserved]	116
5.33	[Reserved]	116
5.34	Information with Respect to Certain Aircraft	116
5.35	Sanctions and other Anti-Terrorism Laws	116
5.36	Anti-Corruption Laws	116
VI.	AFFIRMATIVE COVENANTS	116
6.1	Compliance with Laws	117
6.2	Conduct of Business and Maintenance of Existence and Assets	117
6.3	Books and Records	117
6.4	Payment of Taxes	117
6.5	Financial Covenants	118
6.6	Insurance	118
6.7	Payment of Indebtedness and Leasehold Obligations	121
6.8	Environmental Matters	121
6.9	Standards of Financial Statements	122
6.10	Federal Securities Laws	122
6.11	Execution of Supplemental Instruments	122
6.12	Negative Pledge Agreements	122
6.13	Government Receivables	122
6.14	[Reserved]	122
6.15	Keepwell	122
6.16	Certificate of Beneficial Ownership and Other Additional Information	123
6.17	[Reserved]	123
6.18	Post-Closing Obligations	123
6.19	After-Acquired Aircraft Collateral	123
6.20	Aircraft Collateral Information	124
6.21	Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws	124
VII.	NEGATIVE COVENANTS	125
7.1	Merger, Consolidation, Acquisition and Sale of Assets	125
7.2	Creation of Liens	127
7.3	Guarantees	127
7.4	Investments	127
7.5	Loans	127
7.6	[Reserved]	127
7.7	Restricted Payments	127
7.8	Indebtedness	130

iii

7.9	Nature of Business	130
7.10	Transactions with Affiliates	130
7.11	[Reserved]	130
7.12	Subsidiaries	130
7.13	Fiscal Year and Accounting Changes	131
7.14	Pledge of Credit	131
7.15	Amendment of Organizational Documents	131
7.16	Compliance with ERISA	131
7.17	Prepayment of Indebtedness	131
7.18	State of Registration; Aircraft Collateral Owner	132
7.19	[Reserved]	132
7.20	Membership / Partnership Interests	132
7.21	Sanctions and other Anti-Terrorism Laws	132
7.22	Anti-Corruption Laws	132
VIII.	CONDITIONS PRECEDENT	132
8.1	Conditions to Initial Advances	132
8.2	Conditions to Each Advance	136
IX.	INFORMATION AS TO LOAN PARTIES	136
9.1	Disclosure of Material Matters	136
9.2	Schedules	136
9.3	Environmental Reports	137
9.4	Litigation	137
9.5	Material Occurrences	137
9.6	[Reserved]	138
9.7	Annual Financial Statements	138
9.8	Quarterly Financial Statements	138
9.9	Monthly Financial Statements	139
9.10	Other Reports	139
9.11	Additional Information	139
9.12	Projected Operating Budget	139
9.13	Variances From Operating Budget	140
9.14	Notice of Suits, Adverse Events	140
9.15	ERISA Notices and Requests	140
9.16	[Reserved]	140
9.17	Additional Documents	140
9.18	Updates to Certain Schedules	140
9.19	Financial Disclosure	141
X.	EVENTS OF DEFAULT	141
10.1	Nonpayment	141
10.2	Breach of Representation	141
10.3	Financial Information	141
10.4	Judicial Actions	141
10.5	Noncompliance	141
10.6	Judgments	142

iv

10.7	Bankruptcy	142
10.8	Material Adverse Effect	142
10.9	Lien Priority	142
10.10	[Reserved]	142
10.11	Cross Default	142
10.12	Breach of Guaranty or Security Agreement	142
10.13	Change of Control	143
10.14	Invalidity	143
10.15	Seizures	143
10.16	Pension Plans	143
10.17	Anti-Money Laundering/International Trade Law Compliance	143
XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT	143
11.1	Rights and Remedies	143
11.2	Agent’s Discretion	145
11.3	Setoff	145
11.4	Rights and Remedies not Exclusive	145
11.5	Allocation of Payments After Event of Default	145
XII.	WAIVERS AND JUDICIAL PROCEEDINGS	147
12.1	Waiver of Notice	147
12.2	Delay	147
12.3	Jury Waiver	147
XIII.	EFFECTIVE DATE AND TERMINATION	147
13.1	Term	147
13.2	Termination	147
XIV.	REGARDING AGENT	148
14.1	Appointment	148
14.2	Nature of Duties	148
14.3	Lack of Reliance on Agent	149
14.4	Resignation of Agent; Successor Agent	149
14.5	Certain Rights of Agent	150
14.6	Reliance	150
14.7	Notice of Default	150
14.8	Indemnification	150
14.9	Agent in its Individual Capacity	151
14.10	Delivery of Documents	151
14.11	Borrowers’ Undertaking to Agent	151
14.12	No Reliance on Agent’s Customer Identification Program	151
14.13	Other Agreements	151
14.14	Erroneous Payments	152
XV.	BORROWING AGENCY	154
15.1	Borrowing Agency Provisions	154
15.2	Waiver of Subrogation	155

v

15.3	Common Enterprise	155
XVI.	GUARANTY	155
16.1	Unconditional Guaranty	155
16.2	Covered Taxes	156
16.3	Waivers of Notice, Demand, etc.	156
16.4	No Invalidity, Irregularity, etc.	156
16.5	Independent Liability	156
16.6	Indemnity	157
16.7	Liability Absolute	157
16.8	Action by Agent Without Notice	158
16.9	Application of Proceeds	158
16.10	Continuing Effectiveness	158
16.11	Enforcement	159
16.12	Statute of Limitations	160
16.13	Interest	160
16.14	Currency Conversion	160
16.15	Acknowledgment	161
16.16	Continuing Effectiveness	161
16.17	Australian Guarantors	161
16.18	Discharge of Guaranty Upon Sale of Guarantor; Separation Date	161
XVII.	MISCELLANEOUS	161
17.1	Governing Law	161
17.2	Entire Understanding	162
17.3	Successors and Assigns; Participations; New Lenders	165
17.4	Application of Payments	168
17.5	Indemnity	168
17.6	Notice	169
17.7	Survival	171
17.8	Severability	171
17.9	Expenses	171
17.10	Injunctive Relief	172
17.11	Consequential Damages	172
17.12	Captions	172
17.13	Counterparts; Facsimile Signatures	172
17.14	Construction	172
17.15	Confidentiality; Sharing Information	173
17.16	Publicity	173
17.17	Certifications From Banks and Participants; USA PATRIOT Act	173
17.18	[Reserved]	174
17.19	Concerning Joint and Several Liability of Borrowers	174
17.20	Effectiveness of Facsimile Documents and Signatures	176

vi

LIST OF EXHIBITS AND SCHEDULES

Exhibits
Exhibit 1.2	Borrowing Base Certificate
Exhibit 1.2(a)	Compliance Certificate
Exhibit 2.1(a)	Revolving Credit Note
Exhibit 2.3	Term Note
Exhibit 2.4(a)	Swing Loan Note
Exhibit 5.5(b)	Financial Projections
Exhibit 8.1(g)	Financial Condition Certificate
Exhibit 9.2	Aircraft Collateral Certificate
Exhibit 17.3	Commitment Transfer Supplement
Schedules
Schedule 1.2(a)	Permitted Encumbrances
Schedule 1.2(b)	Material Real Property
Schedule 1.2(c)	Commitment Amounts and Commitment Percentages
Schedule 4.4	Equipment and Inventory Locations; Place of Business, Chief Executive Office, Real Property
Schedule 4.8(h)	Deposit, Investment, and Government Lockbox Accounts
Schedule 4.8(i)	Lockbox Bank
Schedule 5.1	Consents
Schedule 5.2(a)	States of Qualification and Good Standing
Schedule 5.2(b)	Subsidiaries
Schedule 5.4	Federal Tax Identification Number
Schedule 5.6	Prior Names
Schedule 5.7	Environmental
Schedule 5.8(b)(i)	Litigation
Schedule 5.8(b)(ii)	Indebtedness
Schedule 5.8(d)	Plans
Schedule 5.9	Intellectual Property, Source Code Escrow Agreements
Schedule 5.10	Licenses and Permits
Schedule 5.14	Labor Disputes
Schedule 5.23	Registered Securities
Schedule 5.24	Equity Interests
Schedule 5.25	Commercial Tort Claims
Schedule 5.26	Letter of Credit Rights
Schedule 6.18	Post-Closing Obligations
Schedule 7.3	Guarantees
Schedule 7.4	Investments
Schedule 7.12	Partnerships, Joint Ventures or Similar Arrangements

vii

REVOLVING CREDIT, TERM LOAN

AND

SECURITY AGREEMENT

Revolving Credit, Term Loan and Security Agreement dated as of September 19, 2023 among PHI AVIATION, LLC, a Louisiana limited liability company (“PHI Aviation”), PHI HELIPASS, L.L.C., a Louisiana limited liability company (“PHI Helipass”), PHI TECH SERVICES, LLC, a Louisiana limited liability company (“PHI Tech Services”; and together with PHI Aviation, PHI Helipass and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the Guarantors which are now or which hereafter become a party hereto, the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

RECITALS

WHEREAS, PHI Group, PHI Corporate, PHI Aviation, PHI HEALTH, LLC, a Louisiana limited liability company (“PHI Health”), PHI Tech Services, AM Equity Holdings, L.L.C., a Louisiana limited liability company (“AM Equity Holdings”), PHI Helipass, Agent and certain financial institutions party thereto as lenders are parties to that certain Revolving Credit, Term Loan and Security Agreement, dated October 2, 2020, as amended or otherwise modified by that certain First Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of November 9, 2021, and that certain Second Amendment and Waiver to Revolving Credit, Term Loan and Security Agreement, dated as of April 7, 2022 (as so amended or otherwise modified prior to the date hereof, the “Original Credit Agreement”); and

WHEREAS, the Borrowers have requested that the Lenders (a) make available up to $20,000,000 of Term Loans on the Closing Date, the proceeds of which, together with the proceeds of the loans made available at closing to the “Borrowers” under the Healthcare Credit Agreement, shall repay in full the outstanding obligations under the Original Credit Agreement and (b) establish such other extensions of credit contemplated hereby, including the Revolving Commitments.

NOW THEREFORE, in consideration of the mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows:

I. DEFINITIONS.

1.1 Accounting Terms. As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined shall have the respective meanings given to them under GAAP; provided, however that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Loan Parties for the fiscal year ended December 31, 2022. If there occurs after the

1

Closing Date any change in GAAP that affects in any respect the calculation of any covenant contained in this Agreement or the definition of any term defined under GAAP used in such calculations, Agent, Lenders and Borrowers shall negotiate in good faith to amend the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and Borrowers after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date, provided, that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and Borrowers shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the appropriate financial information required hereunder with respect to Borrowers both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP.

1.2 General Terms. For purposes of this Agreement the following terms shall have the following meanings:

“Accountants” shall have the meaning set forth in Section 9.7 hereof.

“Act” means the Federal Aviation Act of 1958, as amended, together with the Aviation Regulations of the FAA and recodified in Subtitle VII of Title 49 of the United States Code, as the same may be in effect from time to time.

“Adjusted EBITDA” shall mean for any period with respect to any Person, without duplication, an amount equal to (i) EBITDA for such period plus to the extent (and in the same proportion) deducted in determining net income for such period, (a) costs, fees and expenses incurred by Borrowers in connection with the Transactions in an amount not to exceed $3,000,000 in the aggregate to the extent paid in cash within one-hundred and eighty (180) days of the Closing Date, (b) the amount of extraordinary, nonrecurring or unusual losses, (c) reasonable out-of-pocket fees and expenses paid in connection with (1) Investments that have been consummated in accordance with this Agreement and (2) non-ordinary course transactions that have been consummated in accordance with this Agreement and failed acquisitions 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 (c), not to exceed $3,000,000 in the aggregate during any trailing 12-month period, in each case, only so long as such transactions are permitted pursuant to the terms hereof, (d) fees paid to the Agent and the Lenders to the extent not included above, (e) 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 Subsidiaries, (f) the aggregate amount of non-cash losses on the disposition of property by the Borrowers during such fiscal year (other than sales of Inventory in the Ordinary Course of Business), (g) the amount of any non-cash restructuring charges, accruals or reserves, (h) the amount of any restructuring charges paid in cash in an amount not to exceed $10,000,000 in the aggregate in any fiscal year, (i) 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 otherwise are reasonably identifiable and projected by the Borrowing Agent in good faith to result from actions that have either been taken, with respect to which substantial steps have

2

been taken or are that are expected to be taken within eight 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 (A) amounts added-back pursuant to this clause (i) shall not exceed 20% of Adjusted EBITDA (calculated prior to giving effect to such add-back) and (B) such cap shall not apply to adjustments made in accordance with Regulation S-X, (j) all other non-cash items reducing 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, and (k) costs, fees and expenses incurred by Borrowers in connection with any Qualifying IPO set forth in detail reasonably satisfactory to Agent on the applicable Compliance Certificate, minus (ii) to the extent (and in the same proportion) included in determining net income for such period, (a) realized foreign exchange gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of such Person and its Subsidiaries, (b) the aggregate amount of non-cash gains on the disposition of property by the Borrowers during such fiscal year (other than sales of Inventory in the Ordinary Course of Business), and (c) the aggregate amount of all other non-cash items, to the extent such items increased net income for such period.

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

“Advance Rates” shall have the meaning set forth in Section 2.1(a)(y)(iii) hereof.

“Advances” shall mean and include the Revolving Advances, Letters of Credit, the Swing Loans and the Term Loan.

“Affected Lender” shall have the meaning set forth in Section 3.11 hereof.

“Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote ten percent (10%) or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise. No Person who is a Lender on the Closing Date shall be considered an Affiliate of any Borrower or Subsidiary of any Borrower for purposes of this Agreement or the Other Documents.

“Agent” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“Agreement” shall mean this Revolving Credit, Term Loan and Security Agreement, as the same may be amended, amended and restated, replaced and restated, extended, supplemented and/or otherwise modified from time to time.

3

“Aircraft” means each of the rotorcraft (helicopters) and fixed-wing aircraft owned by any Borrower or any Guarantor, 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 and Engines now or hereafter owned by any Borrower or any Guarantor including any leases and sub-leases pursuant to which any such Aircraft are operated (collectively, the “Aircraft Leases”), and all Parts now or hereafter owned by any Borrower or any Guarantor and described in an Aircraft Collateral Certificate on the Closing Date and from time to time at the discretion of the Borrower in accordance with the terms of this Agreement; provided, however, that Aircraft Collateral shall not include (i) any Aircraft not registered in the United States of America or any Aircraft not registered in a Permitted Foreign Jurisdiction as from time to time agreed to by Agent in its Permitted Discretion after consultation with Borrowing Agent pursuant to Section 4.13) or otherwise not required to be pledged under the terms of this Agreement (including all engines, rotor blades, rotor blade components, auxiliary power units and other equipment, avionics, appurtenances and accessions attached to or installed on such excluded Aircraft), (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 any 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 any Borrower or any Guarantor, as lessee, (iv) any Aircraft or Engine that do not meet the Minimum Aircraft/Engine Requirements, (v) any Aircraft Leases that does not meet the Minimum Lease Requirements, (vi) any aircraft, engine or Part acquired pursuant to clauses (k), (n) or (o) of the definition of “Permitted Indebtedness” herein unless and/or until any such aircraft, engine or Part shall have been included on an Aircraft Collateral Certificate and (vii) any Aircraft, Engine, Part or Aircraft Lease to the extent, and for so long as, in the reasonable judgment of the 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 Certificate” means a certificate in the form of Exhibit 9.2 or any other form approved by the Agent describing Aircraft, Airframes, Engines and Parts constituting Aircraft Collateral. Unless otherwise specified, references to “Aircraft Collateral Certificate” herein shall be deemed to refer to the most recent Aircraft Collateral Certificate delivered to the Agent from time to time.

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

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

“Aircraft Mortgage” means each first or second priority Aircraft and Engine mortgage and security agreement entered into by any Domestic Loan Party in favor of the Agent evidencing the Liens in respect of such Aircraft Collateral that will secure the Obligations, in each case as amended, modified, restated, supplemented or replaced from time to time.

4

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

“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 applicable Aircraft Collateral Owner.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect on such day, (b) the sum of the Overnight Bank Funding Rate in effect on such day plus one half of one percent (0.5%), and (c) so long as Daily Simple SOFR is offered, ascertainable and not unlawful, the sum of Daily Simple SOFR (without giving effect to the SOFR Floor) in effect on such day plus one and one-tenth of one percent (1.10%); provided that if Daily Simple SOFR (without giving effect to the SOFR Floor) plus one-tenth of one percent (0.10%) as so determined shall ever be less than the SOFR Floor, then this clause (c) shall be the sum of the SOFR Floor plus one percent (1.00%). Any change in the Alternate Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Alternate Source” shall have the meaning set forth in the definition of Overnight Bank Funding Rate.

“Anti-Corruption Laws” shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other similar anti-corruption laws or regulations administered or enforced in any jurisdiction in which a Loan Party or any of its Subsidiaries conduct business.

“Anti-Terrorism Law” shall mean any Law in force or hereinafter enacted related to terrorism, money laundering, or economic sanctions, including the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the USA PATRIOT Act, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et. seq., the Trading with the Enemy Act, 50 U.S.C. App. 1, et seq., 18 U.S.C. § 2332d, and 18 U.S.C. § 2339b.

“Applicable Law” shall mean all Laws applicable to the Person, conduct, transaction, covenant, Other Document or contract in question, all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators.

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“Applicable Margin” shall mean (a) an amount equal to two percent (2.00%) for (i) Revolving Advances consisting of Domestic Rate Loans, and (ii) Swing Loans, (b) an amount equal to three percent (3.00%) for Revolving Advances consisting of Term SOFR Rate Loans, (c) an amount equal to two and one-half of one percent (2.50%) for Advances under the Term Loan consisting of Domestic Rate Loans, (d) an amount equal to three and one-half of one percent (3.50%) for Advances under the Term Loan consisting of Term SOFR Rate Loans, and (e) an amount equal to two and one-half of one percent (2.50%) for Letters of Credit fees pursuant to Section 3.2(a)(x).

“Application Date” shall have the meaning set forth in Section 2.8(b) hereof.

“Approvals” shall have the meaning set forth in Section 5.7(b) hereof.

“Approved Electronic Communication” shall mean each notice, demand, communication, information, document and other material transmitted, posted or otherwise made or communicated by e-mail, E-Fax, the Credit Management Module of PNC’s PINACLE^® system, or any other equivalent electronic service agreed to by Agent, whether owned, operated or hosted by Agent, any Lender, any of their Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any Other Document, including any financial statement, financial and other report, notice, request, certificate and other information material; provided that Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent specifically instructs a Person to deliver in physical form.

“APU” means (i) each auxiliary power unit owned by any Borrower or any Guarantor 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.

“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.”

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

“Base Rate” shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC.

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“Beneficial Owner” shall mean, for each Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control, manage, or direct such Borrower.

“Benefited Lender” shall have the meaning set forth in Section 2.6(e) hereof.

“Blocked Account Bank” shall have the meaning set forth in Section 4.8(h) hereof.

“Blocked Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Borrower” or “Borrowers” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Persons.

“Borrowers’ Account” shall have the meaning set forth in Section 2.10 hereof.

“Borrowers on a Consolidated Basis” shall mean the consolidation in accordance with GAAP of the accounts or other items of Borrowers and their respective Subsidiaries.

“Borrowing Agent” shall mean PHI Aviation.

“Borrowing Base Certificate” shall mean a certificate in substantially the form of Exhibit 1.2 hereto duly executed by the Financial Officer of the Borrowing Agent and delivered to the Agent, appropriately completed, by which such officer shall certify to Agent the Formula Amount and calculation thereof as of the date of such certificate.

“Borrowing Base Party” means, each Borrower and each Specified Foreign Subsidiary that is a Guarantor.

“Business Day” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by Law to be closed for business in East Brunswick, New Jersey; provided that when used in connection with an amount that bears interest at a rate based on SOFR or any direct or indirect calculation or determination of SOFR, the “Business Day” means any such day that is also a U.S. Government Securities Business Day.

“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.

“Cape Town Lease” means any Aircraft Lease (including but not limited to any Aircraft Lease between Loan Parties) that has been entered into, extended, assigned or novated after March 1, 2006 (or such later date as the Cape Town Convention may be given effect under the law of any applicable jurisdiction) (A) with a lessee “situated in” a Contracting State, provided that such Contracting State has implemented the Cape Town Convention, or (B) where the related Aircraft Collateral is registered in a Contracting State.

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“Capital Expenditures” shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements (or of any replacements or substitutions thereof or additions thereto) which have a useful life of more than one year and which, in accordance with GAAP, would be classified as capital expenditures. Capital Expenditures shall include the total principal portion of Capitalized Lease Obligations.

“Capitalized Lease Obligation” shall mean any Indebtedness of Borrowers on a Consolidated Basis (excluding, to the extent applicable, PHI Health and AM Equity Holdings) represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP (excluding, for the avoidance of doubt, any lease for use of aircraft, engines or related equipment entered into by any such Person 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).

“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) or by Australia, New Zealand, or any member state of the European Union or, to the extent it has ceased to be a member state of the European Union, the United Kingdom (provided that the full faith and credit of such country or member state is pledged in support thereof);

(2) Dollar denominated 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 bank that is not a Loan Party or an Affiliate of any Loan Party 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 thirty 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 and in which such bank shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(5) investments in money market or other mutual funds registered under the Investment Company Act of 1940 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;

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(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 and (b) any other country in which any Borrower or any Guarantor maintains an office or is engaged in a business permitted in accordance with Section 7.9, provided that, in either case, (A) all such deposits are required to be made in such accounts in the Ordinary Course of Business and (B) such deposits do not at any one time exceed $20,000,000 in the aggregate; and

(8) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, Australia, New Zealand, or any member state of the European Union or, to the extent it has ceased to be a member state of the European Union, the United Kingdom, or by any political subdivision (including any municipality) or taxing authority thereof, rated at least “A1” (or “Prime 1” or MIG 1 or other then equivalent grade) by Moody’s. or at least “A” (or A l, SP1 or other then equivalent grade) by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and having maturities of not more than one year from the date of acquisition.

“Cash Management Liabilities” shall have the meaning provided in the definition of “Cash Management Products and Services.”

“Cash Management Products and Services” shall mean agreements or other arrangements under which Agent or any Affiliate of Agent or PNC provides any of the following products or services to any Loan Party: (a) credit cards; (b) credit card processing services; (c) debit cards and stored value cards; (d) commercial cards; (e) ACH transactions; and (f) cash management and treasury management services and products, including without limitation controlled disbursement accounts or services, lockboxes, automated clearinghouse transactions, overdrafts, interstate depository network services. The indebtedness, obligations and liabilities of any Loan Party to the provider of any Cash Management Products and Services (including all obligations and liabilities owing to such provider in respect of any returned items deposited with such provider) (the “Cash Management Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty and secured obligations under any Security Agreement, as applicable, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Cash Management Products and Services shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5.

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

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

“Certificate of Beneficial Ownership” shall mean, for each Borrower, a certificate in form and substance acceptable to Agent (as amended or modified by Agent from time to time in its Permitted Discretion), certifying, among other things, the Beneficial Owner of such Borrower.

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“CFTC” shall mean the Commodity Futures Trading Commission.

“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application thereof by any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests, rules, regulations, guidelines, interpretations 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 or foreign regulatory authorities (whether or not having the force of Law), 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, issued, promulgated or implemented.

“Change of Control” shall mean: (a) at any time prior to the consummation of a Qualifying IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Q Investments, 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 PHI Group and the Borrowing Agent (other than, during the short term pendency of any Permitted IPO Reorganization to the extent such interim failure to own and control is reasonably necessary or advisable to effectuate such transaction and so long as such interim failure to own and control is cured by the close of business on the date of the consummation of such Permitted IPO Reorganization), it being agreed that, at any time upon or after the consummation of a Qualifying IPO, no Change of Control shall be triggered upon any change in ownership (beneficial or otherwise) of the stock of PHI Group or the Borrowing Agent, directly or indirectly, (b) at the time prior to the consummation of a Qualifying IPO, the occurrence of any event (whether in one or more transactions) which results in PHI Group failing to own, directly or indirectly, one hundred (100%) percent of the Equity Interests (on a fully diluted basis) of the Borrowing Agent (other than, during the short term pendency of any Permitted IPO Reorganization to the extent such interim failure to own and control is reasonably necessary or advisable to effectuate such transaction and so long as such interim failure to own and control is cured by the close of business on the date of the consummation of such Permitted IPO Reorganization), (c) the occurrence of any event (whether in one or more transactions) which results in Borrowing Agent failing to own, directly or indirectly, one hundred (100%) percent of the Equity Interests (on a fully diluted basis) of the other Borrowing Base Parties (other than a Borrowing Base Party that is an Immaterial Entity) or (d) any merger, consolidation or sale of substantially all of the property or assets (in one transaction or a series of related transactions) of the Loan Parties and their Subsidiaries, taken as a whole, except to the extent any of the events described in the foregoing clauses are permitted by Section 7.1 hereof; provided that, at any time prior to the consummation of a Qualifying IPO, the sale by PHI Group of any Equity Interests of the Borrowing Agent (other than, (i) during the short term pendency of any Permitted IPO Reorganization to the extent such interim failure to own and control is reasonably necessary or advisable to effectuate such transaction and so long as such interim failure to own and control is cured by the close of business on the date of the consummation of such Permitted IPO Reorganization) shall be deemed a sale of substantially all of PHI Group’s assets.

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“Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit Guaranty Corporation or any environmental agency or superfund), upon the Collateral, any Borrower or any of its Affiliates.

“CIP Regulations” shall have the meaning set forth in Section 14.12 hereof.

“Closing Date” shall mean September 19, 2023 or such other date as may be agreed to in writing by the parties hereto.

“Code” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“Collateral” shall mean and include all right, title and interest of each Domestic Loan Party in all of the following property and assets of such Domestic Loan Party, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located:

(a) all Receivables and all supporting obligations relating thereto (other than Receivables generated by PHI Aviation on behalf of work performed by (i) Helicopter Management, LLC and (ii) Helex, LLC);

(b) all equipment and fixtures;

(c) all general intangibles (including all payment intangibles and all software) and all supporting obligations related thereto;

(d) all Inventory;

(e) all Subsidiary Stock, securities, investment property, and financial assets;

(f) all Material Real Property;

(g) all Leasehold Interests;

(h) all Aircraft Collateral;

(i) all Intellectual Property;

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(j) all contract rights, rights of payment which have been earned under a contract rights, chattel paper (including electronic chattel paper and tangible chattel paper), commercial tort claims (whether now existing or hereafter arising); documents (including all warehouse receipts and bills of lading), deposit accounts, goods, instruments (including promissory notes), letters of credit (whether or not the respective letter of credit is evidenced by a writing) and letter-of-credit rights, cash, certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), security agreements, eminent domain proceeds, condemnation proceeds, tort claim proceeds and all supporting obligations;

(k) all ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by any Domestic Loan Party or in which it has an interest), computer programs, tapes, disks and documents, including all of such property relating to the property described in clauses (a) through (i) of this definition; and

(l) all proceeds and products of the property described in clauses (a) through (j) of this definition, in whatever form. It is the intention of the parties that if Agent shall fail to have a perfected Lien in any particular property or assets of any Domestic Loan Party for any reason whatsoever, but the provisions of this Agreement and/or of the Other Documents, together with all financing statements and other public filings relating to Liens filed or recorded by Agent against Domestic Loan Parties, would be sufficient to create a perfected Lien in any property or assets that such Domestic Loan Party may receive upon the sale, lease, license, exchange, transfer or disposition of such particular property or assets, then all such “proceeds” of such particular property or assets shall be included in the Collateral as original collateral that is the subject of a direct and original grant of a security interest as provided for herein and in the Other Documents (and not merely as proceeds (as defined in Article 9 of the Uniform Commercial Code) in which a security interest is created or arises solely pursuant to Section 9-315 of the Uniform Commercial Code).

Notwithstanding the foregoing, Collateral shall not include any Excluded Property.

“Commitment Transfer Supplement” shall mean a document in the form of Exhibit 17.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

“Commitments” shall mean the Revolving Commitments, Term Loan Commitments and Participation Commitments.

“Compliance Certificate” shall mean a compliance certificate substantially in the form of Exhibit 1.2(a) hereto to be signed by a Financial Officer of Borrowing Agent.

“Conforming Changes” means, with respect to the Term SOFR Rate or any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative

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or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of the Term SOFR Rate or such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Term SOFR Rate or the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the Other Documents).

“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.

“Consents” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on any Specified Loan Party’s business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, or the Other Documents, including any Consents required under all applicable federal, state or other Applicable Law.

“Consolidated Total Assets” shall mean, as of any date of determination, the total assets of the Borrowers on a Consolidated Basis in accordance with GAAP, as shown on the most recent balance sheet of delivered pursuant to Section 9.8 or, for the period prior to the time any such statements are so delivered pursuant to Section 9.8, the pro forma financial statements otherwise previously delivered to the Agent.

“Contract Rate” shall have the meaning set forth in Section 3.1 hereof.

“Contracting State” shall have the meaning ascribed to it in the Cape Town Convention.

“Controlled Cash and Cash Equivalents” shall mean the aggregate cash on hand or Cash Equivalents of a Person that is (x)(I) with respect to cash maintained in a deposit account located in the United States of America, unless otherwise agreed to by Agent in its Permitted Discretion, on deposit in (a) a Blocked Account at Agent or, (b) solely to the extent such Blocked Account was in existence prior to the Closing Date, any other Blocked Account Bank, and in each case, subject to a deposit account control agreement, in form and substance satisfactory to Agent in its Permitted Discretion, granting Agent springing dominion (or such other control over such Blocked Account as Agent may agree to in its Permitted Discretion) over such Blocked Account, (II) with respect to Cash Equivalents, unless otherwise agreed to by Agent in its Permitted Discretion, maintained in a securities account or investment account at (a) Agent or an Affiliate thereof, or (b) solely to the extent such securities account or investment account was in existence prior to the Closing Date, any other financial institution, and in each case, subject to a securities account control agreement in form and substance satisfactory to Agent Permitted Discretion, granting Agent control over such securities or investment account in a manner satisfactory to Agent in its Permitted Discretion or (III) cash or Cash Equivalents maintained in accounts located outside of the United States of America in an aggregate amount not to exceed $15,000,000, and in each case,

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unless otherwise agreed to by Agent in its Permitted Discretion, subject to an account control agreement (or other similar agreement), in form and substance satisfactory to Agent in its Permitted Discretion, granting Agent springing dominion (or such other control over such account as Agent may agree to in its Permitted Discretion) over such account, and (y) not subject to Liens in favor of any Person other than the Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as Healthcare Credit Agreement Agent); provided, (i) subject to Section 6.18, with respect to PHI Group and PHI Corporate, no cash or Cash Equivalents of such Persons shall be deemed to be Controlled Cash and Cash Equivalents unless such cash and Cash Equivalents are maintained in a Blocked Account or a securities account or investment account in existence as of the Closing Date and (ii) with respect to any deposit account subject to clause (x)(I) or (x)(III) or securities or investment account subject to clause (x)(II) or (x)(III), in either case, to the extent any such account described in clauses (x)(I) through (x)(III) is required to be a subject to a control agreement, such requirement shall, at all times prior to the applicable deadline set forth in Schedule 6.18, be deemed satisfied during the pendency of establishing such arrangements in accordance with Section 6.18.

“Controlled Group” shall mean, at any time, each Specified Loan Party and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any Specified Loan Party, are treated as a single employer under Section 414 of the Code.

“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.

“Covered Entity” shall mean (a) each Borrower, each of Borrowers’ respective Subsidiaries, all Guarantors and all pledgors of Collateral and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Covered Taxes” shall have the meaning set forth in Section 16.1 hereof.

“Customer” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Borrowing Base Party, pursuant to which such Borrowing Base Party is to deliver any personal property or perform any services.

“Customs” shall have the meaning set forth in Section 2.13(b) hereof.

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“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, at the Agent’s discretion, to the nearest 1/100th of 1%) (A) SOFR for the day (the “SOFR Determination Date”) that is two (2) Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage, in each case, as such SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source identified by the Federal Reserve Bank of New York or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined above would be less than the SOFR Floor, then Daily Simple SOFR shall be deemed to be the SOFR Floor. If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days. If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to the Borrowers, effective on the date of any such change.

“Debt Payments” shall mean for any period, in each case, all cash actually expended by Borrowers on a Consolidated Basis (excluding, to the extent applicable, PHI Health and AM Equity Holdings) to make: (a) interest payments on any Advances hereunder, plus (b) scheduled principal payments on the Term Loan, plus (c) without duplication of any Unfunded Capital Expenditures for such period, payments on Capitalized Lease Obligations, plus (d) payments of principal and interest with respect to any other Indebtedness for borrowed money (other than Indebtedness hereunder), but excluding, for the avoidance of doubt, (i) any expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (ii) any termination payments or one-time cash costs in respect of hedging agreements or other derivative instruments or (iii) solely to the extent not included as an interest expense in the calculation of EBITDA, any expense or payment in connection with any Permitted Factoring Arrangements. For purposes of this definition, interest on a Capitalized Lease Obligations shall be deemed to accrue at an interest rate determined in accordance with GAAP.

“Default” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“Default Rate” shall have the meaning set forth in Section 3.1 hereof.

“Defaulting Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, of Advances, (ii) if applicable, fund any portion of its Participation Commitment in Letters of Credit or Swing Loans or (iii) pay over to Agent, Issuer, Swing Loan Lender or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding

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(specifically identified and including a particular Default or Event of Default, if any) has not been satisfied; (b) has notified Borrowers or Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including a particular Default or Event of Default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within two (2) Business Days after request by Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances and, if applicable, participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon Agent’s receipt of such certification in form and substance satisfactory to the Agent; (d) has become the subject of an Insolvency Event; or (e) has failed at any time to comply with the provisions of Section 2.6(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Lenders.

“Depository Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Designated Lender” shall have the meaning set forth in Section 17.2(d) hereof.

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

“Disclosed Sublease” means, in respect of an Aircraft or Engine included as Aircraft Collateral, any lease and/or sublease of that Aircraft to a Disclosed Sublessee that is not an Affiliate of a Borrower as shown in the Aircraft Collateral Certificate.

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

“Disposition” or “Dispose” means the sale, transfer, license, lease, gift or other disposition (including any Sale and Leaseback Transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by PHI Group of any of its Equity Interests to another Person.

“Disqualified Stock” means, with respect to any Person, any Equity Interests of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, (a) matures or is mandatorily redeemable (other than solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for any Equity Interests which are not Disqualified Stock),

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in whole or in part, in each case prior to the date 181 days after the final day of the Term or the date the Advances are no longer outstanding and the Commitments have been terminated, (b) are convertible into or exchangeable for (x) debt securities or (y) any Equity Interests referred to in clause (a) above, in each case, at any time prior to the date that is the 181 days after the final day of the Term or the date the Advances are no longer outstanding and the Commitments have been terminated, or (c) are entitled to receive scheduled dividends or distributions in cash prior to the date that is 181 days after the final day of the Term or the date the Advances are no longer outstanding and the Commitments have been terminated; provided that (A) if such Equity Interests are issued pursuant to any plan for the benefit of, future, current or former employees, directors, officers, members of management or consultants (or their respective affiliates or immediate family members or any permitted transferees thereof) of the Borrowers or their Subsidiaries or any direct or indirect parent company or by any such plan to such employees, directors, officers, members of management or consultants (or their respective affiliates or immediate family members or any permitted transferees thereof), such Equity Interests will not constitute Disqualified Stock solely because it may be required to be repurchased or in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s or consultant’s termination, death or disability; and (B) any Equity Interests held by any future, current or former employee, director, officer, member of management or consultant (or their respective affiliates or immediate family members or any permitted transferees thereof) of the Borrowers or their Subsidiaries, any direct or indirect parent company, or any other entity in which the Borrowers or their Subsidiaries have an investment and is designated in good faith as an “affiliate” by the board of directors (or the compensation committee thereof), in each case pursuant to any equity subscription or equity holders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement will not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s or consultant’s termination, death or disability.

“Document” shall have the meaning given to the term “document” in the Uniform Commercial Code.

“Dollar” and the sign “$” shall mean lawful money of the United States of America.

“Domestic Aircraft Collateral NOLV” means, as of any date of determination, the aggregate net orderly liquidation value (as set forth on a recent appraisal conducted in accordance with Section 4.7 hereof) of all Aircraft Collateral registered in the United States. For the avoidance of doubt, such value shall be indicated in Dollars.

“Domestic Loan Parties” means, collectively, the Loan Parties organized under the laws of the United States or any state or district thereunder, each a “Domestic Loan Party”.

“Domestic Rate Loan” shall mean any Advance that bears interest based upon the Alternate Base Rate.

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“Dominion Trigger Period” shall mean the period commencing upon (i) the occurrence and continuance of an Event of Default or (ii) the date that is the third consecutive Business Day on which Borrowers’ Undrawn Availability is less than $12,000,000 at any time and ending on the first date thereafter upon which (x) with respect to clause (i), such Event of Default has been waived in writing or cured in accordance with the terms of this Agreement, and (y) with respect to clause (ii), when Borrowers have Undrawn Availability, for thirty (30) consecutive days, equal to or exceeding $12,000,000.

“Drawing Date” shall have the meaning set forth in Section 2.14(b) hereof.

“EBITDA” shall mean for any period with respect to any Person, the sum of (a) net income (or loss) for such period (excluding extraordinary gains and losses), plus (b) all interest expense for such period, plus (c) all charges against income for such period for federal, state and local taxes, plus (d) depreciation expenses for such period, plus (e) amortization expenses for such period.

“Effective Date” means the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement.

“Effective Federal Funds Rate” means for any day the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1% announced by the Federal Reserve Bank of New York (or any successor)) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Effective Federal Funds Rate” as of the date of this Agreement; provided that if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Effective Federal Funds Rate” for such day shall be the Effective Federal Funds Rate for the last day on which such rate was announced. Notwithstanding the foregoing, if the Effective Federal Funds Rate as determined under any method above would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement.

“Eligibility Date” shall mean, with respect to each Borrower and Guarantor and each Swap, the date on which this Agreement or any Other Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any Other Document is then in effect with respect to such Borrower or Guarantor, and otherwise it shall be the Effective Date of this Agreement and/or such Other Document(s) to which such Borrower or Guarantor is a party).

“Eligible Contract Participant” shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder.

“Eligible Investment Grade Foreign Receivable” shall mean a Receivable that meets the requirements of Eligible Receivables, except to the extent in excess of the applicable threshold in clause (p) of such definition, provided that such Receivable is owing from a Customer that has a credit rating, as determined by at least two of the three following ratings agencies, of at least Baa3 by Moody’s and BBB- by S&P or Fitch.

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“Eligible Parts Inventory” shall mean Inventory consisting of Parts located in the continental United States, excluding work in process, of any Borrower organized in the United States valued at the lower of cost or market value, determined on an average cost basis, which is (i) not obsolete or unrepairable as determined by a third party mutually selected by the Borrowing Agent and Agent or as determined by the Borrowing Agent and Agent on a basis consistent with prior third party appraisals, (ii) not Slow-Moving Inventory, or (iii) Inventory which is not subject to a perfected first priority security interest in favor of Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as Healthcare Credit Agreement Agent) and no other Lien (other than a Permitted Encumbrance). In addition, Parts shall not be Eligible Parts Inventory if it: (a) does not conform to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is Foreign In-Transit Inventory; (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) is the subject of an Intellectual Property Claim; (e) is subject to a License Agreement that limits, conditions or restricts the applicable Borrower’s or Agent’s right to sell or otherwise Dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing Reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion); (f) is situated at a location at which $300,000 or less, in the aggregate, of Inventory is held; or (g) is situated at a location at which greater than $300,000 in the aggregate of Inventory is held and such location is not owned by a Borrower unless (x) the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement or (y) Agent shall agree otherwise in its Permitted Discretion after establishing Reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion.

“Eligible Receivables” shall mean and include, each Receivable of a Borrowing Base Party arising in the Ordinary Course of Business and satisfying the criteria set forth in this definition. A Receivable shall not be deemed eligible unless such Receivable is subject to Agent’s (which prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as Healthcare Credit Agreement Agent) first priority perfected security interest (provided that such requirement shall be deemed satisfied during the pendency of establishing such arrangements in accordance with Section 6.18) and no other Lien (other than Permitted Encumbrances) and is evidenced by an invoice or other documentary evidence satisfactory to Agent in its Permitted Discretion. In addition, no Receivable shall be an Eligible Receivable if:

(a) it arises out of a sale made by any Borrowing Base Party to an Affiliate of any Loan Party or to a Person controlled by an Affiliate of any Loan Party;

(b) it is due or unpaid more than 120 days after the original invoice date or sixty (60) days after the original due date; provided that Receivables owing to a Borrowing Base Party from Eni S.p.A. that is due or unpaid less than 180 days after the original invoice date may, at Agent’s Permitted Discretion, constitute Eligible Receivables so long as such Receivables are subject to a Permitted Factoring Arrangement whereby the net factoring proceeds therefrom would be no less than 90% of the face amount of such Receivable;

(c) fifty percent (50%) or more of the Receivables from such Customer are not deemed Eligible Receivables hereunder by application of clause (b) above;

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(d) any covenant, material representation or material warranty contained in this Agreement with respect to such Receivable has been breached;

(e) an Insolvency Event shall have occurred with respect to such Customer;

(f) (i) with respect to Receivables owing to a Borrowing Base Party organized in the United States of America, the sale is to a Customer outside the continental United States of America; provided, however, that so long as the primary operations of, and billing and payment of such Customer occur through, such Customer’s offices in the United States of America, this clause (f) shall not render ineligible Receivables of a Customer whose parent is organized or located outside of the United States of America, (ii) with respect to Receivables owing to a Borrowing Base Party organized in Australia, the sale is to a Customer outside of Australia; provided, however, that so long as the operations of, and billing and payment of such Customer occur through, such Customer’s offices in Australia, this clause (f) shall not render ineligible Receivables of a Customer whose parent is organized or located outside of Australia, (iii) with respect to Receivables owing to a Borrowing Base Party organized in Cypress, the sale is to a Customer outside of Cypress; provided, however, that so long as the operations of, and billing and payment of such Customer occur through, such Customer’s offices in Cyprus, this clause (f) shall not render ineligible Receivables of a Customer whose parent is organized or located outside of Cyprus, and (iv) with respect to Receivables owing to a Borrowing Base Party organized in New Zealand, the sale is to a Customer outside of New Zealand; provided, however, that so long as the operations of, and billing and payment of such Customer occur through, such Customer’s offices in New Zealand or with respect to certain Customers previously disclosed to the Agent, such Customer’s offices in the Philippines unless the Philippines is a Sanctioned Person, this clause (f) shall not render ineligible such Receivables of a Customer whose parent is organized or located outside of New Zealand;

(g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

(h) Agent believes, in its Permitted Discretion, that collection of such Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

(i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless the applicable Borrowing Base Party assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.), to the extent applicable to such Receivable, or has otherwise complied with other applicable statutes or ordinances;

(j) the goods giving rise to such Receivable have not been delivered to the Customer or the services giving rise to such Receivable have not been performed by the applicable Borrowing Base Party;

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(k) such Receivable has been sold pursuant to a Permitted Factoring Arrangement;

(l) the Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but such Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrowing Base Party or the Receivable is contingent in any respect or for any reason;

(m) the applicable Borrowing Base Party has made any agreement with any Customer for any deduction therefrom (but such Receivable shall only be ineligible to the extent of such deduction), except for discounts or allowances made in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

(n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed;

(o) such Receivable is not payable to a Borrowing Base Party;

(p) with respect to Foreign Receivables (i) owing to a Borrowing Base Party organized in Cyprus, Receivables in the amount that is in excess of (x) $5,000,000 and (y) to the extent any such Receivables are not Eligible Investment Grade Foreign Receivables, the amount that is in excess of $2,500,000 and (ii) owing to a Borrowing Base Party organized in New Zealand or Australia, Receivables in the amount that is in excess of (x) $35,000,000 and (y) to the extent any such Receivables are not Eligible Investment Grade Foreign Receivables, the amount that is in excess of $17,500,000; or

(q) such Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in its Permitted Discretion.

“Embargoed Property” means any property (a) beneficially owned, directly or indirectly, by a Sanctioned Person; (b) that is due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any interest; (d) that is located in a Sanctioned Jurisdiction; or (e) that otherwise would cause any actual violation by the Lenders or Agent of any applicable Anti-Terrorism Law if the Agent or any Lender were to obtain an encumbrance on, lien on, pledge of, or security interest in such property or provide services in consideration of such property.

“Engine” means (i) each of the engines owned by any Borrower or Guarantor (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 and (iv) any and all related Parts and, in each case, shall exclude any Engine replaced by a Permitted Substitute in accordance with clause (ii) above and the applicable Aircraft Mortgage.

“Environmental Complaint” shall have the meaning set forth in Section 9.3 hereof.

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“Environmental Laws” shall mean all applicable federal, state and local environmental Laws relating to the protection of the environment, human health (to the extent related to exposure to Hazardous Materials) and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Materials.

“EOB” shall mean the explanation of benefit or remittance advice from a Customer that identifies the services rendered on account of the Receivable specified therein.

“Equity Interests” shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants (including creditor warrants), general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act), including in each case all of the following rights relating to such Equity Interests, whether arising under the Organizational Documents of the Person issuing such Equity Interests (the “issuer”) or under the applicable Laws of such issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies or partnerships or business trusts or other legal entities, as the case may be: (i) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (ii) all voting rights and rights to consent to any particular action(s) by the applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case of any Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management, operations and control of the business and affairs of the applicable issuer; (v) in the case of any Equity Interests consisting of the membership/limited liability company interests of a managing member in a limited liability company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable issuer; (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s) or managing member(s) of such issuer and/or any members of any board of members/managers/partners/directors that may at any time have any rights to manage and direct the business and affairs of the applicable issuer under its Organizational Documents as in effect from time to time or under Applicable Law; (vii) all rights to amend the Organizational Documents of such issuer, (viii) in the case of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”, general or limited, or “member” (as applicable) under the applicable Organizational Documents and/or Applicable Law; (ix) any real property interests other than Material Real Property and (x) all certificates evidencing such Equity Interests.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time and the rules and regulations promulgated thereunder.

“Erroneous Payment” has the meaning assigned to it in Section 14.14(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 14.14(d).

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“Erroneous Payment Impacted Loans” has the meaning assigned to it in Section 14.14(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 14.14(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 14.14(d).

“Event of Default” shall have the meaning set forth in Article X hereof.

“Excess Cash on Hand” shall mean, at any time, the greater of (a) $0 and (b) (x) the cash on hand of (1) the Specified Loan Parties (other than cash subject to Liens in favor of any Person other than the Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as Healthcare Credit Agreement Agent)) and (2) the Specified Foreign Subsidiaries, not to exceed, in the case of this subclause (b)(x)(2), $15,000,000, minus (y) the aggregate outstanding principal amount of the Term Loan.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Account” means any deposit accounts, securities accounts or investment accounts (i) used solely for payroll expenses, trust accounts or employee benefit accounts of the Loan Parties and their Subsidiaries and (ii) other deposit accounts (including operating accounts), investment accounts and securities accounts that do not have a cash balance (or Cash Equivalent balance with respect to securities accounts and investment accounts) at any time exceeding $3,000,000 in the aggregate for all such accounts pursuant to this clause (ii); provided that, the amounts contained in any deposit accounts (including operating accounts), investment accounts and securities accounts of any Loan Party maintained outside the United States that are subject to a perfected first priority security interest in favor of Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as Healthcare Credit Agreement Agent), shall not count against the $3,000,000 limitation described in this clause (ii).

“Excluded Hedge Liability or Liabilities” shall mean, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap

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Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

“Excluded Property” shall mean (i) any non-material lease, license, contract or agreement to which any Domestic Loan Party is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any Applicable Law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such Applicable Law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law or principles of equity), (ii)(x) equipment or assets owned by any Domestic Loan Party that is subject to a purchase money lien or a capital lease obligation if (but only to the extent that and only for so long as such purchase money Indebtedness or capital lease restricts the granting of a Lien therein to Agent) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party, unless any required consents shall have been obtained or (y) following the consummation (including payment of all closing consideration in respect thereof) of such transaction, assets which are the subject of a Sale and Leaseback Transaction or of Indebtedness incurred pursuant to clause (o) of the definition of “Permitted Indebtedness”, (iii) monies, checks, securities or other items on deposit or otherwise held in deposit accounts or trust accounts specifically and exclusively used for payroll, payroll taxes, deferred compensation and other employee wage and benefit payments to or for the direct benefit of such Domestic Loan Party’s employees, (iv) those assets as to which the Agent and the Borrowers reasonably agree that the cost of obtaining such a security interest or perfection thereof is excessive in relation to the benefit of the security to be afforded thereby or (v) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; provided, however, that the foregoing exclusions in (i), (ii) and (v) shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach immediately to any portion of such lease, license, contract or agreement, provided, further that Excluded Property shall not include any proceeds of any such lease, license, contract or agreement or any goodwill of Domestic Loan Parties’ business associated therewith or attributable thereto.

“Excluded Taxes” shall mean, with respect to Agent, any Lender, Participant, Swing Loan Lender, Issuer or any other recipient of any payment to be made by or on account of any Obligations or required to be withheld or deducted from a payment to such Agent, Lender, Participant, Swing Loan Lender, Issuer or any other recipient, (a) taxes imposed on or measured by its net income (however denominated), branch profits Taxes and franchise Taxes (imposed in lieu of net income taxes), in each case, (i) imposed on it, by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office or applicable lending office is located or, in the case of any Lender, Participant, Swing Loan Lender or Issuer, in which its applicable lending office is located, or (ii) Other Connection Taxes,

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(b) in the case of a Lender, any withholding tax that is imposed on amounts payable to or for the account of such Lender at the time such Lender becomes a party hereto (other than pursuant to an assignment request by the Borrower under Section 3.11) or designates a new lending office, except to the extent that such Lender or Participant (or its assignor or seller of a participation, if any) was entitled, at the time of designation of a new lending office or assignment or sale of a participation, to receive additional amounts from Borrowers with respect to such withholding Tax pursuant to Section 3.10(a), (c) Taxes attributable to such Agent, Lender, Participant, Swing Loan Lender, Issuer or any other recipient’s failure or inability to comply with Section 3.10(e) or (d) any Taxes imposed under FATCA.

“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.

“FAA” means the Federal Aviation Administration.

“Facility Availability” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the outstanding amount of Advances (other than the Term Loan).

“Facility Fee” shall have the meaning set forth in Section 3.3 hereof.

“FATCA” shall mean 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) and any current or future regulations thereunder 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 agreement, treaty or convention among Governmental Bodies and implementing such Sections of the Code.

“Fee Letter” shall mean, collectively, (i) the fee letter dated the Closing Date among Borrowers and PNC and (ii) any other fee letter entered into after the Closing Date in connection with this Agreement.

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

“Fitch” means Fitch Inc. and any successor thereto.

“Fixed Charge Coverage Ratio” shall mean, with respect to any fiscal period, the ratio of (a) Adjusted EBITDA of the Borrowers on a Consolidated Basis (excluding, to the extent applicable, PHI Health and AM Equity Holdings), minus Unfunded Capital Expenditures made during such period, minus cash taxes paid during such period, to (b) all Debt Payments made during such period.

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“Fixed Charge Coverage Ratio (Dividends)” shall mean, with respect to any date of determination, the ratio of (a) Adjusted EBITDA of the Borrowers on a Consolidated Basis (excluding, to the extent applicable, PHI Health and AM Equity Holdings) for the four (4) fiscal quarters most recently ended, minus Unfunded Capital Expenditures made during the four (4) fiscal quarters most recently ended, minus such dividend made (or to be made) during the current fiscal quarter, minus cash taxes paid during the four (4) fiscal quarters most recently ended, to (b) all Debt Payments (other than Debt Payments on account of the Term Loan) made during the four (4) fiscal quarters most recently ended.

“Flood Laws” shall mean all Applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Applicable Laws related thereto.

“Foreign Currency Hedge” shall mean any foreign exchange transaction, including spot and forward foreign currency purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of one currency in exchange for the sale of another currency entered into by any Borrower, Guarantor and/or any of their respective Subsidiaries.

“Foreign Currency Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Foreign Currency Hedge.

“Foreign In-Transit Inventory” shall mean Inventory of a Borrower that is in transit from a location outside the United States, Australia, New Zealand or Cyprus to any location within the United States, Australia, New Zealand or Cyprus of such Borrower or a Customer of such Borrower.

“Foreign Lender” shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which Borrowers are resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Receivables” means any Receivable owing to a Specified Foreign Subsidiary that is a Guarantor.

“Foreign Subsidiary” shall mean any Subsidiary of any Person that is not organized or incorporated in the United States, any State or territory thereof or the District of Columbia.

“Formula Amount” shall have the meaning set forth in Section 2.1(a) hereof.

“Funded Debt” shall mean, with respect to any Person, without duplication, all Indebtedness for borrowed money evidenced by notes, bonds, debentures, or similar instruments evidencing Indebtedness for borrowed money, and specifically including Capitalized Lease Obligations, current maturities of long-term debt, revolving credit and short term debt extendible beyond one year at the option of the debtor, and also including, in the case of Borrowers, the Obligations and, without duplication, Indebtedness consisting of guaranties of Funded Debt of other Persons; provided that (i) obligations in respect of letters of credit shall only constitute “Funded Debt” to the extent unreimbursed for five (5) Business Days or more, (ii) any obligations (including guaranties) arising in connection with the Healthcare Credit Agreement shall not constitute “Funded Debt” and (iii) guaranties of the Obligations (other than pursuant to clause (i) of such definition) shall not constitute “Funded Debt”.

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“GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

“Government Account Debtor” has the meaning assigned to it in the Healthcare Credit Agreement.

“Government Depositary Agreement” shall mean each agreement among any Healthcare Borrower, the Agent, Healthcare Credit Agreement Agent, and a Lockbox Bank, in form and substance satisfactory to the Agent, pursuant to which the applicable Lockbox Bank agrees to forward any amounts deposited in the applicable Government Lockbox or Government Lockbox Account on a daily basis to a Blocked Account subject to a deposit account control agreement, in form and substance satisfactory to Agent.

“Government Lockbox” means each post office box or similar lockbox set forth on Schedule 4.8(i) hereto, established to receive checks and EOBs with respect to Receivables payable by Governmental Bodies.

“Government Lockbox Account” means with respect to any Healthcare Borrower, an account or accounts maintained by such Healthcare Borrower with Lockbox Bank into which all collections of Receivables on which Government Account Debtors are obligated are paid directly and such Government Lockbox Account shall be an account in the name of such Healthcare Borrower, and shall be the sole and exclusive property of such Healthcare Borrower.

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

“Governmental Acts” shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body.

“Governmental Body” shall mean any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). Payments from Governmental Bodies will be deemed to include payments governed under the Social Security Act (42 U.S.C. §§ 1395 et seq.).

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“Guarantor” shall mean, (i) solely prior to the Separation Date, each of PHI Group, PHI Corporate, AM Equity Holdings, and PHI Health (such foregoing Persons, the “Separation Date Guarantors”), (ii) subject to the consummation of their joinder as a “Guarantor” in accordance with Section 6.18, each Specified Foreign Subsidiary, and (iii) any other Person who as of the Closing Date or thereafter guarantees payment or performance of the whole or any part of the Obligations including pursuant to any Guaranty and “Guarantors” means collectively all such Persons.

“Guaranty” shall mean any guaranty of the Obligations executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent; provided it being understood and agreed that Article XVI hereof shall constitute a Guaranty.

“Hazardous Discharge” shall have the meaning set forth in Section 9.3(b) hereof.

“Hazardous Materials” shall mean, without limitation, any flammable explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, hazardous wastes or hazardous or substances as defined in or subject to regulation under Environmental Laws.

“Healthcare Borrower” shall have the meaning set forth in the Healthcare Credit Agreement.

“Healthcare Credit Agreement” shall mean that certain Revolving Credit, Term Loan and Security Agreement (Healthcare), dated as of the Closing Date, by and among PHI Health, LLC as borrowing agent, the other loan parties from time to time party thereto, the financial institutions party thereto from time to time as lenders and the Healthcare Credit Agreement Agent, as the same may be amended, amended and restated, replaced and restated, extended, supplemented and/or otherwise modified from time to time.

“Healthcare Credit Agreement Agent” shall mean PNC Bank, National Association, as agent under the Healthcare Credit Agreement.

“Healthcare Credit Documents” shall mean the Healthcare Credit Agreement and each Other Document (as defined in the Healthcare Credit Agreement) executed in connection therewith.

“Healthcare Loans” shall mean the loans and other Indebtedness evidenced by the Healthcare Credit Documents.

“Hedge Liabilities” shall mean collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

“Immaterial Entity” shall mean any Person the Adjusted EBITDA or total assets of which accounts for not more than (i) ten percent (10%) of the Adjusted EBITDA of the Borrowers on a Consolidated Basis and (ii) ten percent (10%) of Consolidated Total Assets (after intercompany eliminations), in each case, as of the last day of the most recently completed fiscal quarter as reflected on the financial statements for such quarter; provided that, at the time of determination, Agent shall have received a certificate from Borrowing Agent and, if requested by Agent, any supplemental schedules, evidencing satisfaction of the foregoing conditions.

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“Increasing Lender” shall have the meaning set forth in Section 2.24(a) hereof.

“Indebtedness” shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (a) borrowed money; (b) amounts received under or liabilities in respect of any note purchase or acceptance credit facility, and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all Capitalized Lease Obligations; (d) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, banker’s acceptance agreement or similar arrangement to the extent unreimbursed for five (5) Business Days after being drawn; (e) net obligations under any Interest Rate Hedge, Foreign Currency Hedge, or other interest rate management device, foreign currency exchange agreement, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement; (f) any other advances of credit made to or on behalf of such Person relating to forward sale or purchase agreements and conditional sales agreements having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements including to finance the purchase price of property or services and all obligations of such Person to pay the deferred purchase price of property or services (but not including trade or accounts payables and accrued expenses incurred in the Ordinary Course of Business which are not represented by a promissory note or other evidence of indebtedness and which are not more than sixty (60) days past due); (g) all Disqualified Stock of such Person; (h) all indebtedness, obligations or liabilities secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are otherwise an obligation of such Person to the extent of such Lien; (i) all obligations of such Person for “earnouts”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts, in each case, to the extent required to be reflected as a liability on the balance sheet (excluding any footnotes thereto) of such Person in accordance with GAAP; (j) pension plan liabilities of such Person; (k) Attributable Indebtedness in respect of “Finance Leases” in connection with Sale and Leaseback Transactions; and (l) any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses (a) through (k).

“Indemnified Taxes” shall mean (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Other Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Ineligible Security” shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

“Insolvency Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such Person’s direct or indirect parent company (a) becomes the subject of a bankruptcy or insolvency proceeding (including any proceeding under Title 11 of the United States Code), or regulatory restrictions, (b) has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it or has called a meeting of its creditors, (c) admits in writing its inability, or be generally unable, to pay its debts as they become due or cease operations

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of its present business, (d) with respect to a Lender, such Lender is unable to perform hereunder due to the application of Applicable Law, or (e) in the good faith determination of Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment of a type described in clauses (a) or (b), provided that an Insolvency Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Intellectual Property” shall mean property constituting a patent, copyright, trademark (or any application in respect of the foregoing), service mark, copyright, copyright application, trade name, mask work, trade secrets, design right, assumed name or license or other right to use any of the foregoing under Applicable Law.

“Intellectual Property Claim” shall mean the assertion, by any means, by any Person of a claim that any Borrower’s ownership, use, marketing, sale or distribution of any Inventory, equipment, Intellectual Property or other property or asset is violative of any ownership of or right to use any Intellectual Property of such Person.

“Intellectual Property Security Agreement” shall mean collectively, (i) those certain copyright, trademark and/or patent security agreements, dated as of the Closing Date between the applicable Domestic Loan Party and Agent, and (ii) any copyright, trademark and/or patent security agreements, entered into after the Closing Date between the applicable Domestic Loan Party and Agent, in each case, the form and substance of which shall be satisfactory to Agent.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the Closing Date among Agent, Loan Parties, Loan Parties (as defined in the Healthcare Credit Agreement) and the Healthcare Credit Agreement Agent.

“Interest Period” shall mean the period provided for any Term SOFR Rate Loan pursuant to Section 2.2(b) hereof.

“Interest Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by any Borrower, Guarantor and/or their respective Subsidiaries in order to provide protection to, or minimize the impact upon, such Borrower, any Guarantor and/or their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

“Interest Rate Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Interest Rate Hedge.

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

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“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.

“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.

“Inventory” shall mean and include as to each Borrower, all of such Borrower’s inventory (as defined in Article 9 of the Uniform Commercial Code) and all of such Borrower’s goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Borrower’s business or used in selling or furnishing such goods, merchandise and other personal property, and all Documents.

“Investment Payment Conditions” shall mean, at the time of determination with respect to the making of any investment or payment the following conditions shall have been satisfied:

(a) Borrowing Agent shall have provided Agent with at least three (3) Business Days prior written notice of such investment or payment;

(b) no Event of Default shall have occurred or would occur after giving pro forma effect to such investment or payment;

(c) immediately prior to, and after giving pro forma effect to such Investment or payment, as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8, the Fixed Charge Coverage Ratio is not less than 1.10 to 1.00; provided that for determining compliance with this clause (b) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance, as of the Closing Date, with a Fixed Charge Coverage Ratio that is not less than 1.10 to 1.00; and

(d) immediately prior to, and after giving pro forma effect to such investment or payment, Undrawn Availability on pro forma basis is greater than or equal to twenty-five percent (25%) of the Maximum Revolving Advance Amount; and

(e) to the extent requested, Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

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“Issuer” shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and (ii) any other Lender which Agent in its sole discretion shall designate as the issuer of and cause to issue any particular Letter of Credit under this Agreement in place of Agent as issuer.

“Joint Venture Payment Conditions” shall mean, at the time of determination with respect to the making of any Investment in joint ventures the following conditions shall have been satisfied:

(a) no Event of Default shall have occurred or would occur after giving pro forma effect to such Investment,

(b) immediately prior to, and after giving pro forma effect to such Investment, as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8, the Fixed Charge Coverage Ratio is not less than 1.25 to 1.00; provided that for determining compliance with this clause (b) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance, as of the Closing Date, with a Fixed Charge Coverage Ratio that is not less than 1.25 to 1.00;

(c) immediately prior to, and after giving pro forma effect to such Investment, Undrawn Availability on pro forma basis is greater than or equal to twenty-five percent (25%) of the Maximum Revolving Advance Amount; and

(d) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“Law(s)” shall mean any law(s) (including common law and equitable principles), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, code, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.

“Leasehold Interests” shall mean all of each Domestic Loan Party’s right, title and interest in and to, and as lessee of, the premises identified as leased Real Property on Schedule 4.4 hereto.

“Lender” and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender. For the purpose of provision of this Agreement or any Other Document which provides for the granting of a security interest or other Lien to the Agent for the benefit of Lenders as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation (specifically including any Hedge Liabilities and any Cash Management Liabilities) is owed.

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“Lender-Provided Foreign Currency Hedge” shall mean a Foreign Currency Hedge which is provided by PNC or any Affiliate of PNC that: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Foreign Currency Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Lender-Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by PNC or any Affiliate of PNC that: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Lessee Consent” means in respect of each Aircraft subject to an Aircraft Lease that is Aircraft Collateral, a document in form and substance reasonably acceptable to the Agent under which, amongst other matters, each relevant lessee acknowledges the interest of the Agent in such Aircraft and agrees that its Aircraft Lease is subject and subordinate to the Other Documents.

“Letter of Credit Application” shall have the meaning set forth in Section 2.12(a) hereof.

“Letter of Credit Borrowing” shall have the meaning set forth in Section 2.14(d) hereof.

“Letter of Credit Fees” shall have the meaning set forth in Section 3.2 hereof.

“Letter of Credit Sublimit” shall mean $15,000,000.

“Letters of Credit” shall have the meaning set forth in Section 2.11 hereof.

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“License Agreement” shall mean any agreement between any Loan Party and a Licensor pursuant to which such Loan Party is authorized to use any Intellectual Property in connection with the manufacturing, marketing, sale or other distribution of any Inventory of such Loan Party or otherwise in connection with such Loan Party’s business operations.

“Licensor” shall mean any Person from whom any Loan Party obtains the right to use (whether on an exclusive or non-exclusive basis) any Intellectual Property in connection with such Loan Party’s manufacture, marketing, sale or other distribution of any Inventory or otherwise in connection with such Loan Party’s business operations.

“Licensor/Agent Agreement” shall mean an agreement between Agent and a Licensor, in form and substance satisfactory to Agent, by which Agent is given the unqualified right, vis-á-vis such Licensor, to enforce Agent’s Liens with respect to and to Dispose of any Borrower’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Borrower’s default under any License Agreement with such Licensor.

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction.

“Lien Waiver Agreement” shall mean an agreement that each applicable Borrower shall cause to be executed within one-hundred and fifty (150) days after the Closing Date in favor of Agent by a Person who owns or occupies premises at which any books and records of any Borrower may be located from time to time in form and substance satisfactory to Agent, provided that, for the avoidance of doubt, each applicable Borrower shall only be required to use commercially reasonable efforts to obtain the foregoing; provided further that if Borrowers are unable to obtain a Lien Waiver Agreement for such location, Agent shall institute a Reserve in an amount equal to three (3) month’s rent for such location against the Formula Amount beginning on the one-hundred and fiftieth (150^th) day after the Closing Date.

“LLC Division” shall mean, in the event a Borrower or Guarantor is a limited liability company, (a) the division of any such Borrower or Guarantor into two or more newly formed limited liability companies (whether or not such Borrower or Guarantor is a surviving entity following any such division) pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar provision under any similar act governing limited liability companies organized under the laws of any other State or Commonwealth or of the District of Columbia, or (b) the adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Body that results or may result in, any such division.

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

“Lockbox Bank” means the applicable bank set forth on Schedule 4.8(i).

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“Material Adverse Effect” shall mean (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Loan Parties, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under this Agreement or any Other Document to which any of the Loan Parties is a party, (c) a material adverse effect on the value of the Collateral, or Agent’s Liens on the Collateral or the priority of any such Lien or (d) a material adverse effect on the rights and remedies of the Lenders or the Agent under this Agreement or any Other Document.

“Material Contract” shall mean 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 the Advances) 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 $3,500,000 and is set forth on Schedule 1.2(b).

“Maximum Revolving Advance Amount” shall mean $60,000,000 plus any increases in accordance with Section 2.24.

“Maximum Swing Loan Advance Amount” shall mean ten percent (10%) of the Maximum Revolving Advance Amount.

“Maximum Undrawn Amount” shall mean, with respect to any outstanding Letter of Credit as of any date, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

“Minimum Aircraft/Engine Requirements” shall mean, with respect to any Aircraft or Engine, all of the following:

(a) Each Aircraft is airworthy and has in full force and effect a certificate of airworthiness duly issued pursuant to the Act, and each Engine is in serviceable condition and otherwise in the condition required pursuant to the terms and conditions of this Agreement and the Other Documents, other than Aircraft or Engines in long-term storage; provided, that while an Aircraft or Engine is undergoing maintenance and repairs in the Ordinary Course of Business, it will not, solely as a result of such maintenance or repairs, be deemed unairworthy or not in serviceable condition, as applicable;

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(b) such Aircraft or Engine is subject to a perfected first priority security interest in favor of Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as Healthcare Credit Agreement Agent) that satisfies the Perfection Requirements;

(c) if such Aircraft or Engine is subject to an Aircraft Lease, such Aircraft Lease shall satisfy the Minimum Lease Requirements;

(d) such Aircraft or Engine has a certificate of insurance satisfying the requirements of Section 6.6(d) other than Aircraft or Engines in long-term storage;

(e) such Aircraft or Engine shall not be on lease to a Sanctioned Person; and

(f) such Aircraft and Engines are not otherwise deemed ineligible as Aircraft Collateral by Agent in its Permitted Discretion.

“Minimum Lease Requirements” means all of the criteria set forth below; provided that such criteria may be revised from time to time by Agent in its Permitted Discretion to address the results of any information with respect to Borrowers’ business or assets of which Agent becomes aware after the Closing Date pursuant to any field examination or appraisal performed or received by Agent from time to time after the Closing Date. No Aircraft Lease shall meet the Minimum Lease Requirements unless:

(a) such Aircraft Lease is a legal, valid and binding obligation of the related lessee, is enforceable in accordance with its terms (except as may be limited by applicable insolvency, bankruptcy, moratorium, reorganization, or other similar laws affecting enforceability of creditors’ rights generally and the availability of equitable remedies), is in full force and effect and is governed by the law of any state of the United States of America (or other Permitted Foreign Jurisdiction),

(b) such lessee’s obligations under such Aircraft Lease to make scheduled payments is unconditional and not subject to any right of set-off, counterclaim, reduction or recoupment (it being understood that any right of the Lessee to temporarily pause or suspend such Aircraft Lease shall not trigger this clause (b)),

(c) the rent for such Aircraft Lease shall be at commercially reasonable rates and paid to the Aircraft Collateral Owner monthly or on a timely basis,

(d) such Aircraft Lease includes maintenance or redelivery requirements, as necessary when such Aircraft or Engine is being operated to maintain such Aircraft or Engine’s serviceability standards pursuant to the requirements of the FAA or other applicable Governmental Bodies,

(e) such Aircraft Lease grants permission to sublease only if the primary Lessee thereunder remains obligated under such primary Aircraft Lease, any sublease will be subject and subordinate to the primary Aircraft Lease, and the sublessee’s principal base of operations is situated in the United States of America (or other Permitted Foreign Jurisdiction),

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(f) such Aircraft Lease provide that the Lessee shall not create any Liens in respect of such Aircraft or Engine, or any Parts, except for exceptions thereto that are consistent with the Borrowers’ compliance with the corresponding provisions of this Agreement,

(g) such Aircraft Lease allows the Lessee to re-register the Whole Aircraft only so long as the lessor’s and Agent’s interest in such Whole Aircraft (and any Whole Engine installed thereon) is adequately protected in the Permitted Discretion of Agent,

(h) such Aircraft Lease includes general and tax indemnity provisions, with customary exclusions that are consistent with customary practices in the operating lease industry,

(i) all payments under such Aircraft Lease are required to be made in Dollars, and

(j) in respect of any such Aircraft Lease to a lessee that is not an Affiliate of the Borrower, Agent shall have received a Lessee Consent.

“Modified Commitment Transfer Supplement” shall have the meaning set forth in Section 17.3(d) hereof.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” shall mean the mortgage on the Real Property securing the Obligations.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA to which contributions are required or, within the preceding five plan years, were required by any Specified Loan Party or any member of the Controlled Group.

“Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors (including any Specified Loan Party or any member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Negative Pledge Agreements” shall mean those certain Negative Pledge Agreements, in each case, by the applicable Domestic Loan Party party thereto, for the benefit of Agent, encumbering the owned Material Real Property referenced therein, in each case, (x) in form appropriate for recording with the appropriate Governmental Body of the jurisdiction in which the related owned Material Real Property is located and (y) otherwise in form and substance satisfactory to Agent.

“Net Leverage Ratio” shall mean, as of any date of determination, the ratio of (a) the difference of (x) Funded Debt of the Borrowers on a Consolidated Basis (excluding, to the extent applicable, PHI Health and AM Equity Holdings) as of such date, minus (y) the amount equal to (I) the aggregate amount of Unrestricted Cash and Cash Equivalents of PHI Group, PHI Corporate, and the Borrowers on a Consolidated Basis (excluding, to the extent applicable, PHI Health and AM Equity Holdings) as of such date plus (II) the aggregate amount of Unrestricted Cash and Cash Equivalents of PHI Group and PHI Corporate included as a reduction to the numerator of the Net Leverage Ratio (as defined in the Healthcare Credit Agreement) to (b) Adjusted EBITDA of the Borrowers on a Consolidated Basis (excluding, to the extent applicable, PHI Health and AM Equity Holdings) for the four (4) fiscal quarters most recently ended.

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“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 Borrowing Agent and its Subsidiaries to a third party and (b) in the case of any Disposition, the proceeds thereof in the form of cash or Cash Equivalents, net of:

(1) brokerage commissions and other fees and expenses (including reasonable and documented fees and expenses of legal counsel, accountants and investment banks) of such Disposition;

(2) provisions for taxes payable as a result of such Disposition (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 Borrowing Agent or any Subsidiary) owning a beneficial interest in the assets subject to the Disposition or having a Lien thereon or in order to obtain a necessary consent to such Disposition 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 Disposition; and

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

“New Lender” shall have the meaning set forth in Section 2.24(a) hereof.

“Non-Defaulting Lender” shall mean, at any time, any Lender holding a Revolving Commitment that is not a Defaulting Lender at such time.

“Non-Qualifying Party” shall mean any Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

“Note” shall mean collectively, the Revolving Credit Notes, the Term Notes, and the Swing Loan Notes.

“Obligations” shall mean and include (i) any and all loans (including without limitation, all Advances and Swing Loans), advances, debts, liabilities, obligations (including without limitation all reimbursement obligations and cash collateralization obligations with respect to Letters of Credit issued hereunder), covenants and duties owing by any Borrower or Guarantor under this Agreement or any Other Document (and any amendments, extensions, renewals or increases thereto), to Issuer, Swing Loan Lender, Lenders or Agent (or to any other direct or indirect subsidiary or affiliate of Issuer, Swing Loan Lender, any Lender or Agent) of any kind or

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nature, present or future (including any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and expenses of any Person payable by any Borrower and any indemnification obligations payable by any Borrower arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Borrower, whether or not a claim for post-filing or post-petition interest, fees or other amounts is allowable or allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise including all costs and expenses of Agent, Issuer, Swing Loan Lender and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations of any Borrower to Agent, Issuer, Swing Loan Lender or Lenders to perform acts or refrain from taking any action, (ii) all Hedge Liabilities and (iii) all Cash Management Liabilities. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities.

“Ordinary Course of Business” shall mean, with respect to the applicable Loan Parties (taken as a whole), the ordinary course of such Loan Parties’ business as conducted on the Closing Date and reasonable extensions thereof.

“Organizational Documents” shall mean, with respect to any Person, any charter, articles or certificate of incorporation, certificate of organization, registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited liability company agreement, or partnership agreement of such Person and any and all other applicable documents relating to such Person’s formation, organization or entity governance matters (including any shareholders’ or equity holders’ agreement or voting trust agreement) and specifically includes, without limitation, any certificates of designation for preferred stock or other forms of preferred equity.

“Original Credit Agreement” shall have the meaning set forth in the Recitals.

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

“Other Documents” shall mean the Notes, the Perfection Certificates, each Fee Letter, any Guaranty, any Security Agreement, any Mortgage, any Aircraft Mortgage, any Aircraft Collateral Certificate, any Factor Tri-Party Agreement, any Lessee Consent, any Subordination Acknowledgment, any Pledge Agreement, any Negative Pledge Agreement, any Lender-Provided Interest Rate Hedge, any Lender-Provided Foreign Currency Hedge, any Cash Management Products and Services, the Intellectual Property Security Agreement, Lien Waiver Agreements, and any and all other agreements, instruments and documents, the Intercreditor Agreement, any

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other intercreditor agreements, guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter executed by any Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement, in each case together with all extensions, renewals, amendments, supplements, modifications, substitutions and replacements thereto and thereof.

“Other Taxes” shall mean all present or future stamp or documentary taxes, charges or similar levies arising from any payment made hereunder or under any Other Document or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest, or otherwise with respect to, this Agreement or any Other Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.11).

“Out-of-Formula Loans” shall have the meaning set forth in Section 17.2(e) hereof.

“Overnight Bank Funding Rate” shall mean, for any, day the rate per annum (based on a year of 360 days and actual days elapsed) comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by such Federal Reserve Bank (or by such other recognized electronic source (such as Bloomberg) selected by the Agent for the purpose of displaying such rate) (an “Alternate Source”); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.

“Parent” of any Person shall mean a corporation or other entity owning, directly or indirectly, 50% or more of the Equity Interests issued by such Person having ordinary voting power to elect a majority of the directors of such Person, or other Persons performing similar functions for any such Person.

“Part” means any as removed, overhauled, serviceable, repairable or expendable appliance, propeller, rotor, part (including but not limited to any “appliances” and “spare parts” as defined in §40102(a) of the Act), component, line replacement unit, accessory, instrument or other item of equipment of whatever nature (other than complete Airframes, airframes, Engines or other engines) which are now or hereafter maintained as spare parts or appliances in respect of helicopters by or on behalf of a Borrower at the Spare Parts Locations in connection with any Airframe or Engine. 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.

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“Participant” shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

“Participation Advance” shall have the meaning set forth in Section 2.14(d) hereof.

“Participation Commitment” shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a participation equal to its Revolving Commitment Percentage (subject to any reallocation pursuant to Section 2.22(b)(iii) hereof) in the Swing Loans made by Swing Loan Lender hereunder as provided for in Section 2.4(c) hereof and in the Letters of Credit issued hereunder as provided for in Section 2.14(a) hereof.

“Participant Register” shall have the meaning set forth in Section 17.3(b).

“Payment Office” shall mean initially Two Tower Center Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if any, which it may designate by notice to Borrowing Agent and to each Lender to be the Payment Office.

“Payment Recipient” has the meaning assigned to it in Section 14.14(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“Pension Benefit Plan” shall mean at any time any “employee pension benefit plan” as defined in Section 3(2) of ERISA (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Sections 412, 430 or 436 of the Code and either (i) is maintained or to which contributions are required by Specified Loan Party or any member of the Controlled Group or (ii) has at any time within the preceding five years been maintained or to which contributions have been required by a Specified Loan Party or any entity which was at such time a member of the Controlled Group.

“Perfection Certificates” shall mean, collectively, the information questionnaires and the responses thereto provided by each Loan Party and delivered to Agent.

“Perfection Requirements” shall have the meaning ascribed to it in Section 4.13.

“Permitted Acquisition” shall mean any acquisition by any Specified Loan Party, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person as long as the following conditions are satisfied (unless waived in writing by Agent):

(a) Agent shall have received at least five (5) Business Days’ prior written notice of such proposed acquisition, which notice shall include a reasonably detailed description of such proposed acquisition;

(b) all transactions in connection therewith shall be consummated in accordance with all material Applicable Laws;

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(c) (i) no Event of Default shall have occurred or would occur after giving pro forma effect to such acquisition, (ii) immediately prior to, and after giving pro forma effect to such acquisition, as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8, the Fixed Charge Coverage Ratio is not less than 1.25 to 1.00; provided that for determining compliance with this clause (ii) prior to the first date that the Borrowing Agent shall have provided financial statements to Agent pursuant to Section 9.7 or 9.8, in such case, the Borrowing Agent shall provide calculations demonstrating pro forma compliance, as of the Closing Date, with a Fixed Charge Coverage Ratio that is not less than 1.25 to 1.00; (iii) immediately prior to, and after giving pro forma effect to such acquisition, Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount; and (iv) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions;

(d) Equity Interests of any Person or assets acquired by such Loan Party, shall be clear and free of all Liens (other than Permitted Encumbrances);

(e) any Person or assets or division as acquired in accordance herewith shall be in the same business or lines of business in which the Specified Loan Parties are engaged or businesses or lines of business that are reasonably related or incidental thereto or which the Borrowers have determined in good faith to be reasonable expansion of or accretive to such business or lines of businesses;

(f) the assets being acquired (other than (i) a de minimis amount of assets in relation to the assets being acquired or (ii) assets otherwise acceptable to Agent in its Permitted Discretion) are located within the United States or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States;

(g) the acquisition shall have been approved by the board of directors or other governing body or controlling Person of the Person acquired or the Person from whom such assets or division is acquired;

(h) in the case of a merger or consolidation, the applicable Specified Loan Party shall be the continuing and surviving entity;

(i) on or about the closing of such acquisition, Agent shall be granted a first priority perfected Lien (subject to Permitted Encumbrances) in the assets and Equity Interests of such acquisition target or newly formed Subsidiary of the applicable Specified Loan Party in connection with such acquisition and such acquisition target or newly formed Subsidiary shall become a Borrower hereunder or a Guarantor (to be determined by Agent in its Permitted Discretion), in each case, pursuant to Section 7.12;

(j) concurrently with the delivery of the notice referred to in clause (a) above, Borrowing Agent shall have delivered to Agent, in form and substance satisfactory to Agent in its Permitted Discretion a certificate of an Authorized Officer of Borrowing Agent to the effect that Borrowers and their Subsidiaries on a consolidated basis will be solvent upon the consummation of the proposed acquisition;

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(k) on or prior to the date of such proposed acquisition, Agent shall have received copies of the applicable Permitted Acquisition Agreement and related material agreements and instruments, certificates, lien search results and other documents reasonably requested by Agent; and

(l) the total cash purchase component (including without limitation, all assumed liabilities, all earn-out payments and deferred payments with respect to such acquisitions) does not exceed $100,000,000 in the aggregate throughout the Term.

“Permitted Acquisition Agreement” shall mean any purchase agreement entered into by any Loan Party in connection with a Permitted Acquisition, in each case, including all exhibits, annexes, schedules and attachments thereto.

“Permitted Aircraft Liens” means (a) 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, (b) 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, (c) Liens which arise by virtue of any act or omission of a lessee under an Aircraft Lease or a Person claiming by or through any such lessee (whether permitted by the terms of the relevant Aircraft Lease or in contravention thereof) so long as, in the case of any Lien that is in contravention of the terms of the relevant Aircraft Lease, the Borrower and any applicable Loan Party or Subsidiary thereof is using commercially reasonable efforts to cause such Lien to be lifted promptly, or otherwise to enforce its rights and remedies under the applicable Aircraft Lease promptly upon becoming aware of such Lien, and in respect of any proceedings regarding such Lien, such proceedings 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 Assignees” shall mean: (a) Agent, any Lender or any of their direct or indirect Affiliates; (b) any fund that is administered or managed by Agent or any Lender, an Affiliate of Agent or any Lender or a related entity; and (c) any Person to whom Agent or any Lender assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Agent’s or Lender’s rights in and to a material portion of such Agent’s or Lender’s portfolio of asset-based credit facilities.

“Permitted Business” means (i) commercial helicopter services of all types worldwide, including, without limitation, (a) helicopter transportation services to the search and rescue, oil and gas and renewable energies industries, (b) helicopter maintenance and repair services and (c) related software and technologies and (ii) businesses that are reasonably related thereto or reasonable extensions thereof.

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“Permitted Discretion” means a determination made in good faith and in the exercise (from the perspective of a secured asset-based lender) of commercially reasonable business judgment, proportionately applied, in accordance with customary industry practice for similar secured asset-based lending facilities, based upon its consideration of any factor that it believes could adversely affect the quantity, quality, mix or value of Collateral (including any Applicable Laws that may inhibit collection of a Receivable) or the enforceability or priority of the Agent’s liens thereon, or the amount that the Agent, the Lenders or any other Secured Party could receive in liquidation of any Collateral; provided that any such determination made by the Agent shall have a reasonable and proportional relationship to circumstances, conditions, events or contingencies which are the basis for such determination.

“Permitted Encumbrances” shall mean: (a) Liens in favor of Agent for the benefit of Agent and Lenders, including without limitation, Liens securing Hedge Liabilities and Cash Management Products and Services; (b) Liens for Taxes not delinquent or being Properly Contested; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business; (e) Liens arising by virtue of the rendition, entry or issuance against any Borrower or any Subsidiary, or any property of any Borrower or any Subsidiary, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 10.6 hereof; (f) carriers’, repairmens’, mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due or which are being Properly Contested; (g) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other charges or encumbrances, in each case, which do not interfere in any material respect with the Ordinary Course of Business of Borrowers and their Subsidiaries; (h) Liens on assets of Foreign Subsidiaries of Borrowers in connection with the Indebtedness described in clause (i) of the definition of Permitted Indebtedness; (i) 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, (j) 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, (k) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrowers or any of their Subsidiaries, including rights of offset and setoff, (l) precautionary Liens arising from filing Uniform Commercial Code financing statements regarding true leases, (m) Permitted Aircraft Liens, (n) Liens disclosed on Schedule 1.2(a); provided that such Liens shall secure only those obligations which they secure on the Closing Date and shall not subsequently apply to any other property or assets of any Borrower other than the property and assets to which they apply as of the Closing Date, (o) Liens securing the Indebtedness permitted under clauses (f) and (l) of the definition of Permitted Indebtedness, (p) Liens on assets financed with Purchase Money Indebtedness securing Indebtedness permitted under clause (k) of the definition of Permitted Indebtedness, (q) Liens to secure Attributable Indebtedness or to secure Indebtedness permitted pursuant to clause (o) of the definition of “Permitted Indebtedness”; provided that any such Lien

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shall not extend to or cover any assets of any Borrower or any Subsidiary other than the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is incurred or the assets which are the subject of the Indebtedness incurred pursuant to such clause (o), as applicable, (r) 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, (s) leases or subleases granted to others that do not materially interfere with the Ordinary Course of Business of the Borrowers or any of their Subsidiaries, (t) Liens in connection with the Permitted Factoring Arrangements that do not attach to any Collateral other than Receivables sold in connection with such Permitted Factoring Arrangement and (u) Liens in favor of the Healthcare Credit Agreement Agent incurred pursuant to the Healthcare Credit Documents.

“Permitted Factoring Arrangements” means the sale of Receivables by a Borrower in the Ordinary Course of Business so long as (a) the Customer is a Person approved in writing by the Agent (such approval not to be unreasonably withheld), (b) such sale is made pursuant to documentation in form and substance reasonably satisfactory to the Agent, (c) Agent shall have received a duly executed tri-party agreement among the applicable Borrowing Agent and the applicable factor, in form and substance reasonably satisfactory to Agent (“Factor Tri-Party Agreement”), and (d) the net cash proceeds from such sale are deposited in an account established with the Agent or in a Blocked Account at a Blocked Account Bank and subject to a deposit account control agreement, in form and substance reasonably satisfactory to Agent. Subject to Section 6.18, the factoring of Receivables owing by ENI Petroleum Co. Inc. pursuant to that certain Receivables Purchase Agreement dated as of January 13, 2022, between PHI Aviation and JPMorgan Chase Bank, N.A. shall be deemed a Permitted Factoring Arrangement.

“Permitted Foreign Jurisdiction” shall have the meaning set forth in Section 4.13 hereof.

“Permitted Indebtedness” shall mean: (a) the Obligations; (b) Indebtedness arising under the Permitted Factoring Arrangements; (c) any guarantees of Indebtedness permitted under Section 7.3 hereof; (d) any Indebtedness (including any Indebtedness between and among Loan Parties and/or Subsidiaries) listed on Schedule 5.8(b)(ii) hereof and any refinancing thereof that does not increase the original aggregate principal amount of such Indebtedness (other than with respect to amounts increased relating to fees, premiums, commissions and discounts relating to such refinancing and a roll-up of accrued interest); (e) Indebtedness consisting, and in accordance with the requirements of, of Permitted Loans made by one or more Borrower(s) to any other Borrower(s) or any of their respective Subsidiaries; (f) Interest Rate Hedges and Foreign Currency Hedges that are entered into by Borrowers or any of their Subsidiaries to hedge their risks with respect to outstanding Indebtedness of, or foreign currency exposures of, the Borrowers or any of their Subsidiaries, in each case, not for speculative or investment purposes; (g) Permitted Loans between non-Loan Parties (who nonetheless are Affiliates of any Borrower); (h) Indebtedness arising in connection with endorsement of instruments for deposit in the Ordinary Course of Business, (i) Indebtedness in the form of local working capital and term loan facilities incurred by Foreign Subsidiaries of Borrowers in an aggregate principal amount not to exceed $30,000,000 pursuant to this clause (i) as long as (i) no Borrower (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

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of any Borrower 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 Borrower 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, (j) 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 Borrower in the Ordinary Course of Business; (k) Purchase Money Indebtedness incurred by the Borrowers or any of their Subsidiaries, which Indebtedness, if incurred other than in connection with the purchase of new Aircraft permitted pursuant to clause (o) of this definition, shall not exceed $10,000,000 at any time outstanding, (l) other secured Indebtedness of any Borrower or any of its Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding; (m) unsecured Indebtedness of any Borrower or any of its Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding; (n) Attributable Indebtedness in connection with Sale and Leaseback Transactions, which Attributable Indebtedness, if incurred (other than in connection with (i) the purchase of new Aircraft or (ii) Attributable Indebtedness relating to a Sale and Leaseback Transaction whereby the applicable lease is characterized as a “true lease” or an “operating lease”), shall not exceed $50,000,000 at any time outstanding; (o) Indebtedness incurred to finance the purchase of new Aircraft (or finance already purchased Aircraft) and related assets so long as, immediately prior to and after such incurrence, the Domestic Aircraft Collateral NOLV is greater than or equal to $75,000,000; (p) Indebtedness incurred in connection with the Healthcare Credit Documents; and (q) Indebtedness by and among any Borrower and any Subsidiary in connection with a Permitted IPO Reorganization; provided that all such Indebtedness owed by a Loan Party to a non-Loan Party is subject to an intercompany subordination agreement in form and substance acceptable to the Agent.

“Permitted Investments” shall mean investments in: (a) obligations issued or guaranteed by the United States of America or any agency thereof; (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating); (c) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency; (d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof; (e) Permitted Loans; (f) Investments in any Loan Party by a Loan Party; (g) Investments in any Loan Party by any Subsidiary; (h) Investments in the Ordinary Course of Business by any Loan Party in a non-Loan Party that is a Subsidiary of a Borrower not to exceed $40,000,000 outstanding at any time in the aggregate; (i) Investments in existence on the Closing Date and listed on Schedule 7.4 and any amendments, renewals or replacements thereof that do not exceed the amount of such Investment; (j) Investments in Cash Equivalents so long as subject to and in accordance with Article IV; (k) Investments in joint ventures in a Permitted Business not to exceed $20,000,000 in the aggregate for all such Investments subject to satisfaction of the Joint Venture Payment Conditions; (l) any Permitted Acquisitions; (m) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the Ordinary Course of Business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the Ordinary Course of Business; (n) Investments pursuant to any Permitted Factoring

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Arrangements; (o) any Investments reasonably necessary to consummate a Permitted IPO Reorganization; (p) any Investments consisting of Sale and Leaseback Transactions or Capital Expenditures in the Ordinary Course of Business; (q) subject to satisfaction of the Investment Payment Conditions, other Investments by the Borrower or any of its Subsidiaries in an aggregate amount not to exceed $50,000,000 at any time outstanding; and (s) following the earlier of the occurrence of a Qualifying IPO or the Separation Date, the licensing of Intellectual Property to Affiliates of the pre-Separation Date Loan Parties consistent with prior practice in the Ordinary Course of Business.

“Permitted IPO Reorganization” shall mean, at the election of the Borrowers in their sole discretion, any transactions or actions taken in connection with and reasonably related to consummating an initial public offering (including any tax sharing arrangements or tax receivable agreements entered into in connection therewith on customary terms for similar transactions), with any of the Borrowing Agent, PHI Health, PHI Group and/or PHI Corporate as the Person (and/or any holding companies on behalf of such Person) subject to the public offering, so long as (i) after giving effect thereto, the Liens of the Agent in the Collateral and the value of all Guaranties given by the Guarantors, taken as a whole, are not adversely impaired, (ii) immediately prior to and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iii) the surviving Person shall be organized under the laws of a State in the United States of America, and if a Borrower is involved in such transaction, such surviving Person shall be a Borrower, (iv) shall be a the Loan Parties immediately prior to giving effect thereto continue to be Loan Parties immediately after giving effect thereto (or their successors as a result thereof are or become Loan Parties no later than immediately after giving effect thereto), (v) the assets and property constituting Collateral immediately prior to giving effect thereto continue to constitute Collateral immediately after giving effect thereto, (vi) the revenues and the cash and Cash Equivalents of the Loan Parties (taken as a whole) on a pro forma basis for the most recent period for which financial statements were delivered pursuant to Section 9.7 or 9.8, as applicable, shall not be reduced as a result thereof, (vii) not less than ten (10) Business Days (or such shorter period as may be agreed by the Agent in its sole discretion) prior to any such transactions or actions, the Borrowing Agent shall deliver to the Agent written notice of such transactions or actions and a general description of such transactions or actions to be taken, (viii) Agent shall have received all documents and information, including without limitation, joinders, supplemental schedules and legal opinions it may reasonably require in connection with the joinder of any new Borrower or Loan Party as required to comply with the foregoing, (ix) in connection with such transaction, not less than ten (10) Business Days (or such shorter period as may be agreed by the Agent in its sole discretion), Agent shall have received a Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and (x) in the good faith determination of the Borrowing Agent, such transactions are not materially disadvantageous to the Agent or the Lenders, taken as a whole.

“Permitted Loans” shall mean: (a) the extension of trade credit by a Borrower to its Customer(s), in the Ordinary Course of Business in connection with a sale of Inventory or rendition of services, in each case on open account terms; (b) loans to employees in the Ordinary Course of Business not to exceed $1,500,000 in the aggregate at any time outstanding; (c) intercompany loans from a Foreign Subsidiary of a Loan Party to another Foreign Subsidiary of a Loan Party, and (d) intercompany loans (i) existing on the Closing Date, (ii) between Loan Parties and other

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Loan Parties, (iii) from a non-Loan Party (who nonetheless is an Affiliate of any Borrower) to a Loan Party and (iv) from a Loan Party to a non-Loan Party that is a Subsidiary of a Borrower after the Closing Date in the Ordinary Course of Business and in an amount (such amount so calculated net of the amount of all intercompany loans owed to Loan Parties from non-Loan Parties) not to exceed $40,000,000 at any time outstanding; provided that (i) the Agent shall have the right to request that each such intercompany loan is evidenced by a promissory note (including, if applicable, any master intercompany note executed by Loan Parties and/or applicable Subsidiaries) on terms and conditions (including terms subordinating payment of the indebtedness evidenced by such note to the prior payment in full of all Obligations) acceptable to Agent in its sole discretion that has been delivered to Agent either endorsed in blank or together with an undated instrument of transfer executed in blank by the applicable Borrower(s) that are the payee(s) on such note and (ii) no such promissory note shall be required to be delivered prior to the date that is sixty (60) days after the Closing Date (or such later date of delivery as may be agreed to by the Agent in its reasonable discretion).

“Person” shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

“PHI Corporate” shall mean PHI CORPORATE, LLC, a Delaware limited liability company.

“PHI Group” shall mean PHI GROUP, INC., a Delaware corporation.

“Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan but not a Multiemployer Plan, as defined herein) maintained by any Specified Loan Party or any of its Subsidiaries or with respect to which any Specified Loan Party or any of its Subsidiaries has any liability.

“Pledge Agreement” shall mean any pledge agreement by any Person to secure the Obligations.

“Pledged Equity” shall mean the pledged Equity Interests listed on Schedule 5.24 with the percentages described under the column “Ownership Pledged”, together with any other Equity Interests, certificates, options, or rights or instruments pledged hereunder in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Loan Party while this Agreement is in effect.

“PNC” shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.

“Pro Forma Financial Statements” shall have the meaning set forth in Section 5.5(b) hereof.

“Pro Forma Funds Flow” shall have the meaning set forth in Section 5.5(a) hereof.

“Projections” shall have the meaning set forth in Section 5.5(b) hereof.

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“Properly Contested” shall mean, in the case of any Indebtedness, Lien or Taxes, as applicable, of any Person that are not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien or Taxes, as applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the non-payment of such Indebtedness or Taxes will not have a Material Adverse Effect or will not result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness or taxes unless such Lien (x) does not attach to any Receivables or Inventory, (y) is at all times junior and subordinate in priority to the Liens in favor of the Agent (except only with respect to property Taxes that have priority as a matter of applicable state law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; and (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review.

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

“Protective Advances” shall have the meaning set forth in Section 17.2(f) hereof.

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of any Borrower or any 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 such Borrower or any such 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 such Borrower or such Subsidiary or such installation, construction or improvement.

“Purchasing CLO” shall have the meaning set forth in Section 17.3(d) hereof.

“Purchasing Lender” shall have the meaning set forth in Section 17.3(c) hereof.

“Q Investments” shall mean 5 Essex, LLC (“5 Essex”), its manager Renegade Swish, LLC (“RS”), and any entity that directly, or indirectly, controls, is controlled by, or is under common control with, either of 5 Essex or RS.

“Qualified ECP Loan Party” shall mean each Borrower or Guarantor that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

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“Qualifying IPO” means the issuance by Borrowing Agent or any direct or indirect parent of Borrowing Agent of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“RCRA” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“Real Property” shall mean all of the owned and leased premises identified on Schedule 4.4 hereto or in and to any other premises or real property that are hereafter owned or leased by any Domestic Loan Party.

“Receivables” shall mean and include, as to each Borrowing Base Party, all of such Borrowing Base Party’s accounts (as defined in Article 9 of the Uniform Commercial Code) and all of such Borrowing Base Party’s contract rights, instruments (including those evidencing indebtedness owed to such Borrowing Base Party, by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to such Borrowing Base Party arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

“Register” shall have the meaning set forth in Section 17.3(e) hereof.

“Reimbursement Obligation” shall have the meaning set forth in Section 2.14(b) hereof.

“Release” shall have the meaning set forth in Section 5.7(c)(i) hereof.

“Reportable Compliance Event” shall mean that (1) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty or enters into a settlement with an Governmental Body in connection with any economic sanctions or other Anti-Terrorism Law or Anti-Corruption law, or any predicate crime to any Anti-Terrorism Law or Anti-Corruption Law, or violates any Anti-Terrorism Law or Anti-Corruption Law; (2) any Covered Entity engages in a transaction that has caused the Lenders or Agent to be in violation of any Anti-Terrorism Law, including a Covered Entity’s use of any proceeds of the credit facility to fund any operations in, finance any investments or activities in, or, make any payments to, directly or indirectly, a Sanctioned Jurisdiction or Sanctioned Person; (3) any Collateral becomes Embargoed Property; or (4) any Covered Entity otherwise violates any of the representations in Section 5.35, or any covenant in Section 6.21 or Section 7.21.

“Reportable ERISA Event” shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder.

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“Reporting Trigger Period” shall mean the period commencing upon (i) the occurrence and continuance of an Event of Default or (ii) the date on which Borrowers’ Facility Availability is less than twenty five percent (25%) of the Maximum Revolving Advance Amount at any time and ending on the first date thereafter upon which (x) with respect to clause (i), such Event of Default has been waived in writing or cured in accordance with the terms of this Agreement, and (y) with respect to clause (ii), when Borrowers have Facility Availability, for thirty (30) consecutive days, equal to or exceeding twenty five percent (25%) of the Maximum Revolving Advance Amount.

“Required Cape Town Registrations” shall have the meaning set forth in Section 4.13(c)(i) hereof.

“Required Lenders” shall mean Lenders (not including Swing Loan Lender (in its capacity as such Swing Loan Lender) or any Defaulting Lender) holding at least fifty-one percent (51%) of either (a) the aggregate of (x) the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender) and (y) outstanding principal amount of the Term Loan or (b) after the termination of all Commitments of Lenders hereunder, the sum of (x) the outstanding Revolving Advances, Swing Loans, and Term Loans, plus the Maximum Undrawn Amount of all outstanding Letters of Credit.

“Reserves” shall mean reserves against the Formula Amount, as Agent may reasonably deem proper and necessary from time to time in accordance with its Permitted Discretion; provided notwithstanding anything herein to the contrary, (i) Reserves shall not duplicate the effect of eligibility criteria contained in the definition of Eligible Receivables (including any of the component definitions thereof) or any other Reserve then established, (ii) the establishment or increase of any Reserve will bear a reasonable relationship to the event, condition or other matter that is the basis for such Reserve or increase, upon at least five (5) Business Days’ prior written notice (which notice may be delivered via email) to the Borrowing Agent (which notice will include a reasonably detailed description of the Reserve being established), (iii) during such five (5) Business Day period, the Agent will, if requested, discuss any such new or modified Reserve with the Borrowing Agent, and the Borrowing Agent may take such action as may be required so that the event, condition or matter that is the basis for such new or modified Reserve no longer exists or exists in a manner that would result in the establishment of a lower Reserve, in each case, in a manner and to the extent reasonably satisfactory to the Agent, (iv) except to the extent set forth on the most recent Borrowing Base Certificate approved by the Agent on or prior to the Closing Date, any circumstances, conditions, events or contingencies existing or arising prior to the Closing Date disclosed in writing in any field examination or appraisal delivered to the Agent in connection herewith or otherwise disclosed to the Agent, in either case, prior to the Closing Date, shall not be the basis for any establishment of any Reserves after the Closing Date, unless such circumstances, conditions, events or contingencies shall have changed in a material respect since the Closing Date, and (v) solely to the extent not duplicative of any Reserves (as defined in the Healthcare Credit Agreement), Agent may implement Reserves to secure outstanding exposure of any Cash Management Liabilities and Hedge Liabilities of the Loan Parties (other than PHI Health and AM Equity Holdings) owing to Agent and its Affiliates; provided such Reserves shall only be established hereunder in reliance on this clause (v) to the extent such Loan Party is the primary direct obligor on such outstanding exposure and not whereby such outstanding exposure is attributable to it by virtue of its guarantee of any such Cash Management Liabilities or Hedge Liabilities of another Loan Party.

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“Responsible Officer” of any Person means any Executive Officer or Financial Officer of such Person.

“Restricted Payment” means any dividend or distribution on any Equity Interests of any Borrower or any of its Subsidiaries (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or application of any funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or any options to purchase or acquire any Equity Interest of any Borrower or its Subsidiaries.

“Restricted Payment Conditions” shall mean, at the time of determination with respect to payment of any Restricted Payment pursuant to Section 7.7, as applicable, the following conditions shall be satisfied:

(a) there shall be no more than one (1) Restricted Payment made during any fiscal quarter pursuant to Section 7.7(a);

(b) such Restricted Payment shall be made after Agent’s receipt of the quarterly financial statements in accordance with Section 9.8;

(c) no Event of Default shall have occurred or would occur after giving pro forma effect to such Restricted Payment;

(d) immediately prior to, and after giving pro forma effect to such Restricted Payment, as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8, the Fixed Charge Coverage Ratio (Dividends) is not less than 1.10 to 1.00;

(e) the amount of such Restricted Payment shall not exceed the Excess Cash on Hand;

(f) immediately prior to, and after giving pro forma effect to such Restricted Payment, (x) Undrawn Availability on pro forma basis is greater than or equal to thirty-five percent (35%) of the Maximum Revolving Advance Amount, and (y) the Usage Amount is $20,000,000 or less; and

(g) Agent shall have received a Compliance Certificate and, if requested by Agent, any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“Revolving Advances” shall mean Advances other than Letters of Credit, the Term Loan and the Swing Loans.

“Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to make Revolving Advances and participate in Swing Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount (if any) of such Lender.

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“Revolving Commitment Amount” shall mean, (i) as to any Lender other than a New Lender, the Revolving Commitment amount (if any) set forth opposite such Lender’s name on Schedule 1.2(c) (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 17.3(c) or (d) hereof, the Revolving Commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment amount provided for in the joinder signed by such New Lender under Section 2.24(a)(x), in each case as the same may be adjusted upon any increase by such Lender pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 17.3(c) or (d) hereof.

“Revolving Commitment Percentage” shall mean, (i) as to any Lender other than a New Lender, the Revolving Commitment Percentage (if any) set forth opposite such Lender’s name on Schedule 1.2(c) (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 17.3(c) or (d) hereof, the Revolving Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment Percentage provided for in the joinder signed by such New Lender under Section 2.24(a)(ix), in each case as the same may be adjusted upon any increase in the Maximum Revolving Advance Amount pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 17.3(c) or (d) hereof.

“Revolving Credit Note” shall mean, collectively, the promissory notes referred to in Section 2.1(a) hereof, each as amended, restated or otherwise modified from time to time.

“Revolving Interest Rate” shall mean (a) with respect to Revolving Advances that are Domestic Rate Loans and Swing Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to Revolving Advances that are Term SOFR Rate Loans, the sum of the Applicable Margin plus the Term SOFR Rate plus the Term SOFR Rate Adjustment; provided that if the sum of the Term SOFR Rate plus the Term SOFR Rate Adjustment as so determined shall ever be less than the SOFR Floor, then the Revolving Interest Rate with respect to Revolving Advances that are Term SOFR Rate Loans shall be the sum of the Applicable Margin plus the SOFR Floor.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.

“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; provided that (x) in no event shall the Sale and Leaseback Transactions permitted under this Agreement (other than in connection with (i) the purchase of new Aircraft or (ii) Sale and Leaseback Transactions that are characterized as a “true lease” or an “operating lease”) exceed $50,000,000 in the aggregate, and (y) the Net Proceeds received in respect of the Sale and Leaseback Transactions at any time when the Domestic Aircraft Collateral NOLV is less than $75,000,000 shall be applied in accordance with Section 2.20(a)(i).

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“Sanctioned Jurisdiction” shall mean a country subject to a comprehensive sanctions program maintained under any Anti-Terrorism Law, including Cuba, Iran, North Korea, Syria, and the Crimea Region of Ukraine.

“Sanctioned Person” shall mean (a) a Person that is the subject of sanctions administered by OFAC or the U.S. Department of State (“State”), including by virtue of being (i) named on OFAC’s list of “Specially Designated Nationals and Blocked Persons”; (ii) organized under the laws of, ordinarily resident in, or physically located in a Sanctioned Jurisdiction; (iii) owned or controlled 50% or more in the aggregate, by one or more Persons that are the subject of sanctions administered by OFAC; (b) a Person that is the subject of sanctions maintained by the European Union (“E.U.”), including by virtue of being named on the E.U.’s “Consolidated list of persons, groups and entities subject to E.U. financial sanctions” or other, similar lists; or (c) a Person that is the subject of sanctions maintained by the United Kingdom (“U.K.”), including by virtue of being named on the “Consolidated List Of Financial Sanctions Targets in the U.K.” or other, similar lists.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Secured Parties” shall mean, collectively, Agent, Issuer, Swing Loan Lender and Lenders, together with any Affiliates of Agent or any Lender to whom any Hedge Liabilities or Cash Management Liabilities are owed and with each other holder of any of the Obligations, and the respective successors and assigns of each of them.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Agreement” shall mean any security agreement executed by any Loan Party in favor of Agent securing the Obligations; provided it being understood and agreed that the provisions contained in Article IV hereof constitute a Security Agreement.

“Separation Date” shall mean the date of the Separation Transaction so long as the Separation Date Financial Trigger Conditions shall have been satisfied.

“Separation Date Financial Trigger Conditions” shall mean, at the time of determination, the following conditions shall have been satisfied:

(a) no Event of Default shall have occurred or would occur after giving pro forma effect (including release of the Separation Date Guarantors) to the Separation Transaction;

(b) immediately prior to, and after giving pro forma effect (including release of the Separation Date Guarantors) to the Separation Transaction, the sum of (i) Undrawn Availability on a pro forma basis plus (ii) Controlled Cash and Cash Equivalents of the Loan Parties is greater than or equal to $20,000,000;

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(c) immediately prior to, and after giving pro forma effect (including release of the Separation Date Guarantors) to the Separation Transaction, as of the last day of the most recently ended fiscal quarter for the four (4) fiscal quarter period then ending for which Borrowers provided financial statements to Agent pursuant to Section 9.7 or 9.8, the Fixed Charge Coverage Ratio is not less than 1.10 to 1.00; and

(d) Agent shall have received a Compliance Certificate and any supplemental schedules (including, without limitation, a pro forma balance sheet and pro forma financial statements backing up such financial covenant calculations) evidencing satisfaction of the foregoing conditions.

“Separation Transaction” shall mean the complete separation of the cash management structure of the Borrowers from the cash management structure under the Healthcare Credit Documents as determined by the Borrowers in good faith in consultation with the Agent; provided, such cash management separation shall result in the deposit and securities accounts of, or used in the Ordinary Course of Business by, the Borrowers being owned by a Borrower.

“Settlement” shall have the meaning set forth in Section 2.6(d) hereof.

“Settlement Date” shall have the meaning set forth in Section 2.6(d) hereof.

“Slow-Moving Inventory” shall mean aged inventory items that are not used within five (5) years of acquisition.

“SOFR” shall mean, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Floor” means a rate of interest per annum equal to one percent (1.00%).

“SOFR Reserve Percentage” shall mean, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding.

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

“Special Canadian Proceeds” means any amounts received by the Borrowers relating to written-off collections, settlements and insurance proceeds due to a certain damaged rotary aircraft previously disclosed to the Agent.

“Specified Contribution” shall have the meaning set forth in Section 6.5(c) hereof.

“Specified Foreign Jurisdiction” shall mean any of Australia, Cyprus, or New Zealand.

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“Specified Foreign Subsidiary” shall mean, each of (i) PHI Air Europe Limited, a Cyprus limited liability company, (ii) PHI International New Zealand Limited, NZCN 3357372, a New Zealand registered company, (iii) PHI International Australia PTY LTD, ACN 008 932 189, an Australian registered company, (iv) Petroleum Helicopters Australia PTY LTD, ACN 154 419 628, an Australian registered company, (v) PHI International Australia Holdings PTY Limited, ACN 151 745 621, an Australian registered company and (vi) PHI HNZ Australia PTY LTD, ACN 614 560 584, an Australian registered company.

“Specified Loan Party” means, (i) each Borrower and (ii) until the occurrence of the Separation Date, PHI Group and PHI Corporate.

“State of Registration” means, in respect of an Aircraft, the United States or such other jurisdiction under the laws of which such Aircraft is registered.

“Subsidiary” shall mean of any Person a corporation or other entity of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

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

“Subsidiary Stock” shall mean (a) with respect to the Equity Interests issued to a Borrower by any Subsidiary (other than a Foreign Subsidiary), 100% of such issued and outstanding Equity Interests, and (b) with respect to any Equity Interests issued to a Borrower by any Foreign Subsidiary (i) 100% of such issued and outstanding Equity Interests not constituting voting stock (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (ii) 65% (or a greater percentage that would not cause (or is not reasonably expected to cause) any U.S. shareholder of such Foreign Subsidiary to (x) include in net income for any tax year an amount under Section 956 of the Code in excess of $1,000,000 after taking into account all applicable deductions, including, but not limited to, Section 245A of the Code and the Treasury Regulations issued thereunder or (y) have material adverse tax consequences (other than by reason of Section 956 of the Code), in each case, as determined by the Borrowing Agent in good faith in consultation with Agent) of such issued and outstanding Equity Interests constituting voting stock (within the meaning of Treas. Reg. Section 1.956-2(c)(2)).

“Swap” shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

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“Swap Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender-Provided Interest Rate Hedge, or a Lender-Provided Foreign Currency Hedge.

“Swing Loan Lender” shall mean PNC, in its capacity as lender of the Swing Loans.

“Swing Loan Note” shall mean the promissory note described in Section 2.4(a) hereof.

“Swing Loans” shall mean the Advances made pursuant to Section 2.4 hereof.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.

“Term” shall have the meaning set forth in Section 13.1 hereof.

“Term Loan” shall have the meaning set forth in Section 2.3 hereof.

“Term Loan Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to fund a portion of the Term Loan in an aggregate principal equal to the Term Loan Commitment Amount (if any) of such Lender.

“Term Loan Commitment Amount” shall mean, as to any Lender, the term loan commitment amount (if any) set forth opposite such Lender’s name on Schedule 1.2(c) (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 17.3(c) or (d) hereof, the term loan commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 17.3(c) or (d) hereof.

“Term Loan Commitment Percentage” shall mean, as to any Lender, the Term Loan Commitment Percentage (if any) set forth opposite such Lender’s name on Schedule 1.2(c) (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 17.3(c) or (d) hereof, the Term Loan Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 17.3(c) or (d) hereof.

“Term Loan Rate” shall mean (a) with respect to Term Loans that are Domestic Rate Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to Term Loans that are Term SOFR Rate Loans, the sum of the Applicable Margin plus the Term SOFR Rate plus the Term SOFR Rate Adjustment; provided that if the sum of the Term SOFR Rate plus the Term SOFR Rate Adjustment as so determined shall ever be less than the SOFR Floor, then the Term Loan Rate with respect to Term Loans that are Term SOFR Rate Loans shall be the sum of the Applicable Margin plus the SOFR Floor.

“Term Note” shall mean, collectively, the promissory notes described in Section 2.3 hereof.

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“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).

“Term SOFR Rate” shall mean, with respect to any Term SOFR Rate Loan for any Interest Period, the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, at the Agent’s discretion, to the nearest 1/100th of 1%) (A) the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day (the “Term SOFR Determination Date”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage. If the Term SOFR Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR Reference Rate, for purposes of clause (A) in the preceding sentence, shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate for such tenor was published in accordance herewith, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Date. The Term SOFR Rate shall be adjusted automatically without notice to the Borrower on and as of (i) the first day of each Interest Period, and (ii) the effective date of any change in the SOFR Reserve Percentage.

“Term SOFR Rate Adjustment” means with respect to Advances with an Interest Period of (a) one (1) month, one-tenth of one percent (0.10%), (b) three (3) months, fifteen one-hundredths of one percent (0.15%), and (c) six (6) months, one-quarter of one percent (0.25%).

“Term SOFR Rate Loan” means an Advance that bears interest based on Term SOFR Rate.

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Termination Event” shall mean: (a) a Reportable ERISA Event with respect to any Pension Benefit Plan; (b) the withdrawal of any Specified Loan Party or any member of the Controlled Group from a Pension Benefit Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the providing of notice of intent to terminate a Pension Benefit Plan in a distress termination described in Section 4041(c) of ERISA; (d) the commencement of proceedings by the PBGC to terminate a Pension Benefit Plan; (e) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Benefit Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; (f) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of any Specified Loan Party or any member of the Controlled Group from a Multiemployer Plan; (g) a determination that any Pension Benefit Plan is considered an at risk plan (within the meaning of Section 430 of the Code or Section 303 of ERISA) or a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA) or in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon any Specified Loan Party or any member of the Controlled

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Group; (i) the existence with respect to any Plan of a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; (j) any failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Benefit Plan or the failure by any Specified Loan Party or a member of the Controlled Group to make any required contribution to a Multiemployer Plan; or (k) receipt of notice from the Internal Revenue Service that any Plan fails to satisfy the applicable requirements of Section 401 of the Code.

“Transactions” shall have the meaning set forth in Section 5.5(a) hereof.

“Transferee” shall have the meaning set forth in Section 17.3(d) hereof.

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“Undrawn Availability” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the sum of (i) the outstanding amount of Advances (other than the Term Loan) plus (ii) all amounts due and owing to any Borrower’s trade creditors which are outstanding ninety (90) days or more past their due date, plus (iii) fees and expenses incurred in connection with the Transactions for which Borrowers are liable but which have not been paid or charged to Borrowers’ Account.

“Unfunded Capital Expenditures” shall mean, as to Borrowers on a Consolidated Basis (excluding, to the extent applicable, PHI Health and AM Equity Holdings), without duplication, a Capital Expenditure funded (a) from such Persons’ internally generated cash flow or (b) with the proceeds of a Revolving Advance or Swing Loan.

“Uniform Commercial Code” shall have the meaning set forth in Section 1.3 hereof.

“Unrestricted Cash and Cash Equivalents” shall mean, with respect to any Person, as of any date of determination, cash and Cash Equivalents that (i) do not appear as “restricted” on such Person’s balance sheet and (ii) is not subject to a Lien other than Liens in favor of Agent and Liens of the applicable bank, solely in its capacity as the account bank, at which such cash or Cash Equivalents are maintained, and other Liens permitted pursuant to clauses (a), (b), (f), and (k) of “Permitted Encumbrances”.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday or Sunday or (b) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Usage Amount” shall have the meaning set forth in Section 3.3 hereof.

“Withholding Agent” means the Borrower and the Agent.

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1.3 Uniform Commercial Code Terms. All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “Uniform Commercial Code”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel paper” (and “electronic chattel paper” and “tangible chattel paper”), “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “financial asset”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “payment intangibles”, “proceeds”, “promissory note” “securities”, “software” and “supporting obligations” as and when used in the description of Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

1.4 Certain Matters of Construction. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. 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. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Agent is a party, including references to any of the Other Documents, shall include any and all modifications, supplements or amendments thereto, any and all restatements or replacements thereof and any and all extensions or renewals thereof. Except as otherwise expressly provided for herein, all references herein to the time of day shall mean the time in New York, New York. Unless otherwise provided, all financial calculations shall be performed with Inventory valued on an average cost basis. Whenever the words “including” or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. A Default or an Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Required Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Lenders. Wherever the phrase “to the best of Borrowers’ knowledge” or words of similar import relating to the knowledge or the awareness of any Borrower or any Loan Party are used in this Agreement or Other Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of any Borrower or Loan Party or (ii) the knowledge that a senior officer would have obtained if he/she had engaged in a good faith and diligent performance of his/her duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Borrower or Loan Party and a good faith attempt to ascertain the

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existence or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder.

1.5 Term SOFR Notification. Section 3.8.2. of this Agreement provides a mechanism for determining an alternate rate of interest in the event that the Term SOFR Rate is no longer available or in certain other circumstances. The Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to the Term SOFR Rate or with respect to any alternative or successor rate thereto, or replacement rate therefor.

1.6 Conforming Changes Relating to Term SOFR Rate. With respect to the Term SOFR Rate, the Agent will have the right to make Conforming Changes from time to time as mutually agreed by the Borrowers and, notwithstanding anything to the contrary herein or in any Other Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Other Document; provided that, with respect to any such amendment effected, the Agent shall provide notice to the Borrowers and the Lenders of each such amendment implementing such Conforming Changes reasonably promptly after such amendment becomes effective.

II. ADVANCES, PAYMENTS.

2.1 Revolving Advances.

(a) Amount of Revolving Advances. Subject to the terms and conditions set forth in this Agreement specifically including Sections 2.1(b) and (c), each Lender, severally and not jointly, will make Revolving Advances to Borrowers, at any time after the Closing Date, in aggregate amounts outstanding at any time equal to such Lender’s Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount, less the outstanding amount of Swing Loans, less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, less Reserves established hereunder or (y) an amount equal to the sum of:

(i) (A) from the Closing Date until Agent’s satisfactory completion of a special scope field examination with respect to Foreign Receivables, up to 90% of Eligible Receivables other than Foreign Receivables, and (B) after Agent’s completion of a satisfactory special scope field examination with respect to Foreign Receivables, up to 90% of Eligible Receivables, plus

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(ii) (A) from the Closing Date until Agent’s (x) receipt of a satisfactory appraisal with respect to all Eligible Parts Inventory and (y) completion of a satisfactory special scope field examination with respect to the Eligible Parts Inventory, in each case, after the Closing Date, $0 and (B) after Agent’s (x) receipt of a satisfactory appraisal with respect to all Eligible Parts Inventory and (y) completion of a satisfactory special scope field examination with respect to the Eligible Parts Inventory, in each case, after the Closing Date, the least of (I) up to seventy percent (70%) of the cost of Eligible Parts Inventory, (II) up to eighty-five percent (85%) of the appraised net orderly liquidation value of Eligible Parts Inventory (as so determined pursuant to an appraisal performed pursuant to Section 4.7), and (III) fifteen percent (15%) of the Maximum Revolving Advance Amount, plus

(iii) the lesser of (A) up to 100% (together with the advance rates set forth in Section 2.1(a)(y)(i) and (ii), collectively, the “Advance Rates”) of (I) Controlled Cash and Cash Equivalents of the Borrowing Base Parties, and at any time prior to the Separation Date, PHI Group, and PHI Corporate, minus (II) at any time prior to the Separation Date, Controlled Cash and Cash Equivalents (as defined in the Healthcare Credit Agreement) of PHI Group and PHI Corporate included in the calculation of the Formula Amount (as defined in the Healthcare Credit Agreement), and (B) $25,000,000, minus

(iv) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus

(v) Reserves established hereunder.

The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii) and (iii) minus (y) Sections 2.1 (a)(y)(iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding anything to the contrary contained in the foregoing or otherwise in this Agreement, the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit less Reserves established hereunder or (ii) the Formula Amount.

(b) Discretionary Rights. The Advance Rates may be increased or decreased by Agent at any time and from time to time in the exercise of its Permitted Discretion. Each Borrower consents to any such increases or decreases and acknowledges that decreasing the Advance Rates or increasing or imposing Reserves may limit or restrict Advances requested by Borrowing Agent. The rights of Agent under this subsection are subject to the provisions of Section 17.2(b).

(c) Foreign Receivables. Notwithstanding anything to the contrary in Section 2.1(a), the amount of Eligible Receivables included in the Formula Amount owing to any Specified Foreign Subsidiary, shall not exceed the limits set forth in clause (p) of the definition of “Eligible Receivables”, in each case, after application of the applicable Advance Rate.

2.2 Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances.

(a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 3:00 p.m. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation under this Agreement, become due, the same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and such request shall be irrevocable.

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(b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a Term SOFR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice by no later than 3:00 p.m. on the day which is three (3) Business Days prior to the date such Term SOFR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of $100,000 and in integral multiples of $50,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Term SOFR Rate Loans shall be for one month, three months or six months; provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. Any Interest Period that begins on the last Business Day of a calendar month (or 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. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, no Term SOFR Rate Loan shall be made available to any Borrower. After giving effect to each requested Term SOFR Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(e), there shall not be outstanding more than five (5) Term SOFR Rate Loans, in the aggregate.

(c) Each Interest Period of a Term SOFR Rate Loan shall commence on the date such Term SOFR Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that no Interest Period shall end after the last day of the Term.

(d) Borrowing Agent shall elect the initial Interest Period applicable to a Term SOFR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 3:00 p.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Term SOFR Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert such Term SOFR Rate Loan to a Domestic Rate Loan subject to Section 2.2(e) below.

(e) Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding Term SOFR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Term SOFR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Term SOFR Rate Loan. If Borrowing Agent desires to convert a loan, Borrowing Agent shall give Agent written notice by

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no later than 3:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a Term SOFR Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable Term SOFR Rate Loan) with respect to a conversion from a Term SOFR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is to a Term SOFR Rate Loan, the duration of the first Interest Period therefor.

(f) At its option and upon written notice given prior to 3:00 p.m. at least three (3) Business Days prior to the date of such prepayment, any Borrower may, subject to Section 2.2(g) hereof, prepay the Term SOFR Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Term SOFR Rate Loans and the amount of such prepayment. In the event that any prepayment of a Term SOFR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof.

(g) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Term SOFR Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Term SOFR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Term SOFR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.

(h) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any Term SOFR Rate Loans) to make or maintain its Term SOFR Rate Loans, the obligation of Lenders (or such affected Lender) to make Term SOFR Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Term SOFR Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Term SOFR Rate Loans or convert such affected Term SOFR Rate Loans into loans of another type. If any such payment or conversion of any Term SOFR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Term SOFR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.

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(i) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire Term SOFR deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the Term SOFR Rate. The provisions set forth herein shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing based on the Term SOFR Rate by acquiring SOFR deposits for each Interest Period in the amount of the Term SOFR Rate Loans.

2.3 Term Loan. Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, will make a term loan to Borrowers in the amount equal to such Lender’s Term Loan Commitment Percentage of $20,000,000 (the “Term Loan”). The Term Loan shall be advanced on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: consecutive equal quarterly installments of principal each in an amount equal to (x) $500,000 commencing January 1, 2024 and continuing on the first day of each quarter thereafter through and including October 1, 2025 and (y) $1,335,000 commencing January 1, 2026, and continuing on the first day of each quarter thereafter during the remainder of the Term followed by a final payment on the last day of the Term of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses. The Term Loan shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. The Term Loan may consist of Domestic Rate Loans or Term SOFR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan as a Term SOFR Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a Term SOFR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (i) shall apply. In the event the outstanding principal balance of the Term Loans at such time exceeds forty percent (40%) of the Domestic Aircraft Collateral NOLV, then, promptly upon Agent’s demand for same, Borrowers shall make a mandatory prepayment of the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof so as to eliminate such excess.

2.4 Swing Loans.

(a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future.

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(b) Upon either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of Section 2.2(a) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason.

(c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

2.5 Disbursement of Advance Proceeds. All Advances shall be disbursed from whichever office or other place Agent may designate from time to time and, together with any and all other Obligations of Borrowers to Agent or Lenders, shall be charged to Borrowers’ Account on Agent’s books. The proceeds of each Revolving Advance or Swing Loan requested by Borrowing Agent on behalf of any Borrower or deemed to have been requested by any Borrower under Sections 2.2(a), 2.6(b) or 2.14 hereof shall, (i) with respect to requested Revolving Advances, to the extent Lenders make such Revolving Advances in accordance with Section 2.2(a), 2.6(b) or 2.14 hereof, and with respect to Swing Loans made upon any request or deemed request by Borrowing Agent for a Revolving Advance to the extent Swing Loan Lender makes such Swing Loan in accordance with Section 2.4(b) hereof, be made available to the applicable Borrower on the day so requested by way of credit to such Borrower’s operating account at PNC, or such other bank as Borrowing Agent may designate following notification to Agent, in immediately available federal funds or other immediately available funds or, (ii) with respect to Revolving Advances deemed to have been requested by any Borrower or Swing Loans made upon any deemed request for a Revolving Advance by any Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request. During the Term, Borrowers may use the Revolving Advances and Swing Loans by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof.

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2.6 Making and Settlement of Advances.

(a) Each borrowing of Revolving Advances shall be advanced according to the applicable Revolving Commitment Percentages of Lenders holding the Revolving Commitments (subject to any contrary terms of Section 2.22). The Term Loan shall be advanced according to the applicable Term Loan Commitment Percentages of Lenders holding the Term Loan Commitments. Each borrowing of Swing Loans shall be advanced by Swing Loan Lender alone.

(b) Promptly after receipt by Agent of a request or a deemed request for a Revolving Advance pursuant to Section 2.2(a) and, with respect to Revolving Advances, to the extent Agent elects not to provide a Swing Loan or the making of a Swing Loan would result in the aggregate amount of all outstanding Swing Loans exceeding the maximum amount permitted in Section 2.4(a), Agent shall notify Lenders holding the Revolving Commitments of its receipt of such request specifying the information provided by Borrowing Agent and the apportionment among Lenders of the requested Revolving Advance as determined by Agent in accordance with the terms hereof. Each Lender shall remit the principal amount of each Revolving Advance to Agent such that Agent is able to, and Agent shall, to the extent the applicable Lenders have made funds available to it for such purpose and subject to Section 8.2, fund such Revolving Advance to Borrowers in Dollars and immediately available funds at the Payment Office prior to the close of business, on the applicable borrowing date; provided that if any applicable Lender fails to remit such funds to Agent in a timely manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Advance of such Lender on such borrowing date, and such Lender shall be subject to the repayment obligation in Section 2.6(c) hereof.

(c) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender holding a Revolving Commitment that such Lender will not make the amount which would constitute its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, Agent may (but shall not be obligated to) assume that such Lender has made such amount available to Agent on such date in accordance with Section 2.6(b) and may, in reliance upon such assumption, make available to Borrowers a corresponding amount. Agent will promptly notify Borrowing Agent of its receipt of any such notice from a Lender. In such event, if a Lender has not in fact made its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, then the applicable Lender and Borrowers severally agree to pay to Agent on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrowers through but excluding the date of payment to Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) (x) the daily average Effective Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (y) such amount or (B) a rate determined by Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by Borrower, the Revolving Interest Rate for Revolving Advances that are Domestic Rate Loans. If such Lender pays its share of the applicable Revolving Advance to Agent, then the amount so paid shall constitute such Lender’s Revolving Advance. Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Lender holding a Revolving Commitment that shall have failed to make such payment to Agent. A certificate of Agent submitted to any Lender or Borrower with respect to any amounts owing under this paragraph (c) shall be conclusive, in the absence of manifest error.

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(d) Agent, on behalf of Swing Loan Lender, shall demand settlement (a “Settlement”) of all or any Swing Loans with Lenders holding the Revolving Commitments on at least a weekly basis, or on any more frequent date that Agent elects or that Swing Loan Lender at its option exercisable for any reason whatsoever may request, by notifying Lenders holding the Revolving Commitments of such requested Settlement by facsimile, telephonic or electronic transmission no later than 3:00 p.m. on the date of such requested Settlement (the “Settlement Date”). Subject to any contrary provisions of Section 2.22, each Lender holding a Revolving Commitment shall transfer the amount of such Lender’s Revolving Commitment Percentage of the outstanding principal amount (plus interest accrued thereon to the extent requested by Agent) of the applicable Swing Loan with respect to which Settlement is requested by Agent, to such account of Agent as Agent may designate not later than 5:00 p.m. on such Settlement Date if requested by Agent by 3:00 p.m., otherwise not later than 5:00 p.m. on the next Business Day. Settlements may occur at any time notwithstanding that the conditions precedent to making Revolving Advances set forth in Section 8.2 have not been satisfied or the Revolving Commitments shall have otherwise been terminated at such time. All amounts so transferred to Agent shall be applied against the amount of outstanding Swing Loans and, when so applied shall constitute Revolving Advances of such Lenders accruing interest as Domestic Rate Loans. If any such amount is not transferred to Agent by any Lender holding a Revolving Commitment on such Settlement Date, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.6(c).

(e) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral.

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2.7 Maximum Advances. The aggregate balance of Revolving Advances plus Swing Loans outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or (b) the Formula Amount.

2.8 Manner and Repayment of Advances.

(a) The Revolving Advances and Swing Loans shall be due and payable in full on the last day of the Term subject to earlier prepayment as herein provided. The Term Loan shall be due and payable as provided in Section 2.3 hereof and shall be due and payable in full on the last day of the Term, subject to mandatory prepayments as herein provided. Notwithstanding the foregoing, all Advances shall be subject to earlier repayment upon (x) acceleration upon the occurrence of an Event of Default under this Agreement or (y) termination of this Agreement. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Advances (other than the Term Loan) shall be applied, first to the outstanding Swing Loans and next, pro rata according to the applicable Revolving Commitment Percentages of Lenders, to the outstanding Revolving Advances (subject to any contrary provisions of Section 2.22). Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Term Loan shall be applied to the Term Loan pro rata according to the Term Loan Commitment Percentages of Lenders in the inverse order of maturities thereof.

(b) Each Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received by Agent. Agent shall conditionally credit Borrowers’ Account for each item of payment on the next Business Day after the Business Day on which such item of payment is received by Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with respect to such item, as the “Application Date”) Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account for the amount of any item of payment which is returned, for any reason whatsoever, to Agent unpaid. Subject to the foregoing, Borrowers agree that for purposes of computing the interest charges under this Agreement, each item of payment received by Agent shall be deemed applied by Agent on account of the Obligations on its respective Application Date. Borrowers further agree that there is a monthly float charge payable to Agent for Agent’s sole benefit, in an amount equal to (y) the face amount of all items of payment received each day during the prior month (including items of payment received by Agent as a wire transfer or electronic depository check) multiplied by (z) the Revolving Interest Rate with respect to Domestic Rate Loans for one day (i.e. Revolving Interest Rate divided by 360 or 365/366 as applicable). The monthly float charge shall be calculated daily and charged once per month, relating to all payments collected in the prior month. All proceeds received by Agent shall be applied to the Obligations in accordance with Section 4.8(h).

(c) All payments of principal, interest and other amounts payable hereunder, or under any of the Other Documents shall be made to Agent at the Payment Office not later than 1:00 p.m. Eastern Standard Time on the due date therefor in Dollars in federal funds or other funds immediately available to Agent. Agent shall have the right to effectuate payment of any and all Obligations due and owing hereunder by charging Borrowers’ Account or by making Advances as provided in Section 2.2 hereof.

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(d) Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest, fees and other amounts payable hereunder shall be made without deduction, setoff or counterclaim and shall be made to Agent on behalf of Lenders to the Payment Office, in each case on or prior to 1:00 p.m., in Dollars and in immediately available funds.

2.9 Repayment of Excess Advances. If at any time the aggregate balance of outstanding Revolving Advances, Term Loans, Swing Loans, and/or Advances taken as a whole exceeds the maximum amount of such type of Advances and/or Advances taken as a whole (as applicable) permitted hereunder, such excess Advances shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or an Event of Default has occurred.

2.10 Statement of Account. Agent shall maintain, in accordance with its customary procedures, a loan account (“Borrowers’ Account”) in the name of Borrowers in which shall be recorded the date and amount of each Advance made by Agent or Lenders and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date and amount of any Advance shall not adversely affect Agent or any Lender. Each month, Agent shall send to Borrowing Agent a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent, Lenders and Borrowers during such month. The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest error and shall constitute an account stated between Lenders and Borrowers unless Agent receives a written statement of Borrowers’ specific exceptions thereto within thirty (30) days after such statement is received by Borrowing Agent. The records of Agent with respect to Borrowers’ Account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

2.11 Letters of Credit.

(a) Subject to the terms and conditions hereof, Issuer shall issue or cause the issuance of standby and/or trade letters of credit denominated in Dollars (“Letters of Credit”) for the account of any Borrower except to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the outstanding Swing Loans, plus (iii) the Maximum Undrawn Amount of all outstanding Letters of Credit, plus (iv) the Maximum Undrawn Amount of the Letter of Credit to be issued to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Formula Amount (calculated without giving effect to the deductions provided for in Section 2.1(a)(y)(iv)). The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans. Letters of Credit that have not been drawn upon shall not bear interest (but fees shall accrue in respect of outstanding Letters of Credit as provided in Section 3.2 hereof).

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(b) Notwithstanding any provision of this Agreement, Issuer shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Body or arbitrator shall by its terms purport to enjoin or restrain Issuer from issuing any Letter of Credit, or any Law applicable to Issuer or any request or directive (whether or not having the force of law) from any Governmental Body with jurisdiction over Issuer shall prohibit, or request that Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which Issuer is not otherwise compensated hereunder) not in effect on the date of this Agreement, or shall impose upon Issuer any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement, and which Issuer in good faith deems material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of Issuer applicable to letters of credit generally.

2.12 Issuance of Letters of Credit.

(a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason.

(b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless the Agent, Issuer and Borrowing Agent agree for the Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) of this Agreement. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder.

(c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

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2.13 Requirements For Issuance of Letters of Credit.

(a) Borrowing Agent shall authorize and direct any Issuer to name the applicable Borrower as the “Applicant” or “Account Party” of each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrowing Agent shall authorize and direct Issuer to deliver to Agent all instruments, documents, and other writings and property received by Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, and the application therefor.

(b) In connection with all trade Letters of Credit issued or caused to be issued by Issuer under this Agreement, each Borrower hereby appoints Issuer, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred: (i) to sign and/or endorse such Borrower’s name upon any warehouse or other receipts, and acceptances; (ii) to sign such Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (“Customs”) in the name of such Borrower or Issuer or Issuer’s designee, and to sign and deliver to Customs officials powers of attorney in the name of such Borrower for such purpose; and (iv) to complete in such Borrower’s name or Issuer’s, or in the name of Issuer’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent, Issuer nor their attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agent’s, Issuer’s or their respective attorney’s willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.

2.14 Disbursements, Reimbursement.

(a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively.

(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Issuer will promptly notify Agent and Borrowing Agent. Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 p.m., on each date that an amount is paid by Issuer under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the amount so paid by Issuer. In the event Borrowers fail to reimburse Issuer for the full amount of any drawing under any Letter of Credit by 12:00 p.m., on the Drawing Date, Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 are then satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice.

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(c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) make available to Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or Issuer of a drawing.

(d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14.

(e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

2.15 Repayment of Participation Advances.

(a) Upon (and only upon) receipt by Agent for the account of Issuer of immediately available funds from Borrowers (i) in reimbursement of any payment made by Issuer or Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to Agent, or (ii) in payment of interest on such a payment made by Issuer or Agent under such a Letter of Credit, Agent will pay to each Lender holding a Revolving Commitment, in the same funds as those received by Agent, the amount of such Lender’s Revolving Commitment Percentage of such funds, except Agent shall retain the amount of the Revolving Commitment

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Percentage of such funds of any Lender holding a Revolving Commitment that did not make a Participation Advance in respect of such payment by Agent (and, to the extent that any of the other Lender(s) holding the Revolving Commitment have funded any portion such Defaulting Lender’s Participation Advance in accordance with the provisions of Section 2.22, Agent will pay over to such Non-Defaulting Lenders a pro rata portion of the funds so withheld from such Defaulting Lender).

(b) If Issuer or Agent is required at any time to return to any Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Borrowers to Issuer or Agent pursuant to Section 2.15(a) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each applicable Lender shall, on demand of Agent, forthwith return to Issuer or Agent the amount of its Revolving Commitment Percentage of any amounts so returned by Issuer or Agent plus interest at the Effective Federal Funds Rate.

2.16 Documentation. Each Borrower agrees to be bound by the terms of the Letter of Credit Application and by Issuer’s interpretations of any Letter of Credit issued on behalf of such Borrower and by Issuer’s written regulations and customary practices relating to letters of credit, though Issuer’s interpretations may be different from such Borrower’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following Borrowing Agent’s or any Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

2.17 Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

2.18 Nature of Participation and Reimbursement Obligations. The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.18 under all circumstances, including the following circumstances:

(i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any Borrower, as the case may be, may have against Issuer, Agent, any Borrower or Lender, as the case may be, or any other Person for any reason whatsoever;

(ii) the failure of any Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in this Agreement for the making of a Revolving Advance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of Lenders to make Participation Advances under Section 2.14;

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(iii) any lack of validity or enforceability of any Letter of Credit;

(iv) any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Borrower, Agent, Issuer or any Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), Issuer, Agent or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiaries of such Borrower and the beneficiary for which any Letter of Credit was procured);

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if Issuer or any of Issuer’s Affiliates has been notified thereof;

(vi) payment by Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of Credit (provided that the foregoing shall not excuse Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw);

(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii) any failure by Issuer or any of Issuer’s Affiliates to issue any Letter of Credit in the form requested by Borrowing Agent, unless Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (3) Business Days after Issuer shall have furnished Agent and Borrowing Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix) the occurrence of any Material Adverse Effect;

(x) any breach of this Agreement or any Other Document by any party thereto;

(xi) the occurrence or continuance of an insolvency proceeding with respect to any Borrower or any Guarantor;

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(xii) the fact that a Default or an Event of Default shall have occurred and be continuing;

(xiii) the fact that the Term shall have expired or this Agreement or the obligations of Lenders to make Advances have been terminated; and

(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

2.19 Liability for Acts and Omissions.

(a) As between Borrowers and Issuer, Swing Loan Lender, Agent and Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuer shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if Issuer or any of its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuer, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of Issuer’s rights or powers hereunder. Nothing in the preceding sentence shall relieve Issuer from liability for Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall Issuer or Issuer’s Affiliates be liable to any Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

(b) Without limiting the generality of the foregoing, Issuer and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was

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pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on Issuer or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

(c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower, Agent or any Lender.

2.20 Mandatory Prepayments.

(a) (i) Disposition of Aircraft Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Aircraft Collateral including pursuant to Sections 7.1(b)(ii), (iii), (vii), (ix) and (x), and solely to the extent that, as of the date on which the proceeds of such sale or other Disposition are received, the Domestic Aircraft Collateral NOLV is less than $75,000,000, then Borrowers shall repay the Advances to the extent that the aggregate amount of Net Proceeds of all Dispositions in any fiscal year exceeds $12,500,000; provided that (i) during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances shall nonetheless be subject to Section 4.8(h), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Aircraft Proceeds Application; and (ii) (x) if the Borrowing Agent shall, prior to the date of the required prepayment, deliver to the Agent written notice from a Financial Officer of the Borrowing Agent to the effect that the Borrowing Agent intends to cause the Net Proceeds from such event (or a portion thereof specified in such notice) to be reinvested within 360 days after receipt of such Net Proceeds to invest all or any part of such Net Proceeds in the purchase of assets (other than securities or cash) to be used by the Borrowing Agent or any Subsidiary in a Permitted Business, and (y) if 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 notice, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 360-day period (or within a period of 180 days thereafter if on or before the end of such initial 360 day period the Borrowing Agent or one or more other Borrowers or Subsidiaries shall have entered into a definitive agreement (and provided Agent written notice thereof) 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. The foregoing shall not be

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deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, (y) second, to repay any remaining Obligations arising from the Term Loans until paid in full and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments described in clause (z) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Aircraft Proceeds Application”); it being agreed that, for so long as the Domestic Aircraft Collateral NOLV is greater than or equal to $75,000,000 at the time such proceeds were received, the Borrowers may retain and use all such proceeds for any purpose not prohibited by this Agreement.

(ii) Disposition of Other Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Collateral (other than Aircraft Collateral, Inventory in the Ordinary Course of Business and Receivables sold pursuant to a Permitted Factoring Arrangement and other than any issuance of equity interests in connection with a Qualifying IPO) including pursuant to Sections 7.1(b)(iii), (vii), (ix), (x), and (xiii) (with respect to Section 7.1(b)(xiii), solely to the extent that the Equity Interests of such Immaterial Entity were directly owned by a Borrower), and solely to the extent that, as of the date on which the proceeds of such sale or other Disposition are received, the Domestic Aircraft Collateral NOLV is less than $75,000,000, then Borrowers shall repay the Advances to the extent that the aggregate amount of Net Proceeds of all Dispositions in any fiscal year exceeds $12,500,000; provided that (i) during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances shall nonetheless be subject to Section 4.8(h), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Other Collateral Proceeds Application; and (ii) (x) if the Borrowing Agent shall, prior to the date of the required prepayment, deliver to the Agent written notice from a Financial Officer of the Borrowing Agent to the effect that the Borrowing Agent intends to cause the Net Proceeds from such event (or a portion thereof specified in such notice) to be reinvested within 360 days after receipt of such Net Proceeds to invest all or any part of such Net Proceeds in the purchase of assets (other than securities or cash) to be used by the Borrowing Agent or any Subsidiary in a Permitted Business, and (y) if 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 notice, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 360-day period (or within a period of 180 days thereafter if on or before the end of such initial 360 day period the Borrowing Agent or one or more other Borrowers or Subsidiaries shall have entered into a definitive agreement (and provided Agent written notice thereof) 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. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied (x) first, to the Revolving Advances until paid in full, (y) second, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, and (z) third, to repay any remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in

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accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments described in clause (x) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Other Collateral Proceeds Application”); it being agreed that, for so long as the Domestic Aircraft Collateral NOLV is greater than or equal to $75,000,000 at the time such proceeds were received, the Borrowers may retain and use all such proceeds for any purpose not prohibited by this Agreement.

(b) [reserved].

(c) In the event of any issuance or other incurrence of Indebtedness for borrowed money (other than Permitted Indebtedness so long as a Dominion Trigger Period has not occurred and is continuing at such time of issuance or incurrence) by Borrowers, Borrowers shall, no later than five (5) Business Days (or one (1) Business Day during a Dominion Trigger Period) after the receipt by Borrowers of the cash proceeds from any such issuance or incurrence of Indebtedness, repay the Advances in an amount equal to 100% of such Net Proceeds in the case of such incurrence or issuance of Indebtedness. Such repayments will be applied in the Order of Aircraft Proceeds Application.

(d) In the event that the Borrowers or Agent shall receive any proceeds (other than Special Canadian Proceeds) (i) under any insurance policy on account of damage or destruction of any assets or property of any Borrowers, or (ii) as a result of any taking or condemnation of any assets or property and, in each case, the Domestic Aircraft Collateral NOLV is less than $75,000,000 at the time such proceeds were received, then the Net Proceeds therefrom shall be applied in accordance with Section 6.6 hereof; it being agreed that, for so long as the Domestic Aircraft Collateral NOLV is greater than or equal to $75,000,000 at the time such proceeds were received, the Borrowers may retain and use all such proceeds for any purpose not prohibited by this Agreement.

For the avoidance of doubt, no proceeds of a Qualifying IPO shall be subject to mandatory prepayment under this Section 2.20, or otherwise be required to repay any Advances.

2.21 Use of Proceeds.

(a) Borrowers shall apply the proceeds of Advances (i) to repay certain existing indebtedness owed under the Original Credit Agreement, (ii) to pay fees and expenses relating to the transactions contemplated by this Agreement, (iii) to fund Capital Expenditures, (iv) to provide for its working capital needs and reimburse drawings under Letters of Credit and (v) for any purpose permitted by the terms of this Agreement. Following the Closing Date, the timing and amount of requests for the Advances shall be based upon and consistent with the then-current or anticipated future cash needs of the Borrowers and their Subsidiaries (as determined in good faith by an Authorized Officer of Borrowing Agent).

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(b) Without limiting the generality of Section 2.21(a) above, neither the Borrowers, the Guarantors nor any other Person which may in the future become party to this Agreement or the Other Documents as a Borrower or Guarantor, intends to use nor shall they use any portion of the proceeds of the Advances, directly or indirectly, for any purpose in violation of Applicable Law.

2.22 Defaulting Lender.

(a) Notwithstanding anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.22 so long as such Lender is a Defaulting Lender.

(b) (i) except as otherwise expressly provided for in this Section 2.22, Revolving Advances shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting Lenders based on their respective Revolving Commitment Percentages, and no Revolving Commitment Percentage of any Lender or any pro rata share of any Revolving Advances required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances shall be applied to reduce such type of Revolving Advances of each Lender (other than any Defaulting Lender) holding a Revolving Commitment in accordance with their Revolving Commitment Percentages; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received or retained by it for the account of such Defaulting Lender.

(ii) fees pursuant to Section 3.3 hereof shall cease to accrue in favor of such Defaulting Lender.

(iii) if any Swing Loans are outstanding or any Letters of Credit (or drawings under any Letter of Credit for which Issuer has not been reimbursed) are outstanding or exist at the time any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then:

(A) Defaulting Lender’s Participation Commitment in the outstanding Swing Loans and of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment Percentages of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting Lender holding a Revolving Commitment plus such Lender’s reallocated Participation Commitment in the outstanding Swing Loans plus such Lender’s reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred and is continuing at such time;

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(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day following notice by Agent (x) first, prepay any outstanding Swing Loans that cannot be reallocated, and (y) second, cash collateralize for the benefit of Issuer, Borrowers’ obligations corresponding to such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so long as such Obligations are outstanding;

(C) if Borrowers cash collateralize any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit are cash collateralized;

(D) if Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated pursuant to clause (A) above, then the fees payable to Lenders holding Revolving Commitments pursuant to Section 3.2(a) shall be adjusted and reallocated to Non-Defaulting Lenders holding Revolving Commitments in accordance with such reallocation; and

(E) if all or any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized pursuant to clauses (A) or (B) above, then, without prejudice to any rights or remedies of Issuer or any other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit shall be payable to the Issuer (and not to such Defaulting Lender) until (and then only to the extent that) such Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and

(iv) so long as any Lender holding a Revolving Commitment is a Defaulting Lender, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless such Issuer is satisfied that the related exposure and Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit and all Swing Loans (after giving effect to any such issuance, amendment, increase or funding) will be fully allocated to Non-Defaulting Lenders holding Revolving Commitments and/or cash collateral for such Letters of Credit will be provided by Borrowers in accordance with clause (A) and (B) above, and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.22(b)(iii)(A) above (and such Defaulting Lender shall not participate therein).

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(c) A Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents, and all amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Advances or a Revolving Commitment Percentage or Term Loan Commitment Percentage; provided, that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification described in clauses (i) or (ii) of Section 17.2(b).

(d) Other than as expressly set forth in this Section 2.22, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.22 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

(e) In the event that Agent, Borrowers, Swing Loan Lender and Issuer agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then Agent will so notify the parties hereto, and, if such cured Defaulting Lender is a Lender holding a Revolving Commitment, then Participation Commitments of Lenders holding Revolving Commitments (including such cured Defaulting Lender) of the Swing Loans and Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect the inclusion of such Lender’s Revolving Commitment, and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Revolving Commitment Percentage.

(f) If Swing Loan Lender or Issuer has a good faith belief that any Lender holding a Revolving Commitment has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless Swing Loan Lender or Issuer, as the case may be, shall have entered into arrangements with Borrowers or such Lender, satisfactory to Swing Loan Lender or Issuer, as the case may be, to defease any risk to it in respect of such Lender hereunder.

2.23 Payment of Obligations. Agent may charge to Borrowers’ Account as a Revolving Advance or, at the discretion of Swing Loan Lender, as a Swing Loan (i) all payments with respect to any of the Obligations required hereunder (including without limitation principal payments, payments of interest, payments of Letter of Credit Fees and all other fees provided for hereunder and payments under Sections 17.5 and 17.9) as and when each such payment shall become due and payable (whether as regularly scheduled, upon or after acceleration, upon maturity or otherwise), (ii) without limiting the generality of the foregoing clause (i), (a) all amounts expended by Agent or any Lender pursuant to Sections 4.2 or 4.3 hereof and (b) all expenses which Agent incurs in connection with the forwarding of Advance proceeds and the establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.8(h), and (iii) any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 3.3, 3.4, 4.4, 4.7, 6.4, 6.6, 6.7 and 6.8 hereof, and all

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amounts so charged shall be added to the Obligations and shall be secured by the Collateral. To the extent Revolving Advances are not actually funded by the other Lenders in respect of any such amounts so charged, all such amounts so charged shall be deemed to be Revolving Advances made by and owing to Agent and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender under this Agreement and the Other Documents with respect to such Revolving Advances.

2.24 Increase in Maximum Revolving Advance Amount.

(a) Borrowers may, at any time prior to the expiration of the Term, request that the Maximum Revolving Advance Amount be increased by (1) one or more of the current Lenders increasing their Revolving Commitment Amount (any current Lender which elects to increase its Revolving Commitment Amount shall be referred to as an “Increasing Lender”) or (2) one (1) new lender (each a “New Lender”) joining this Agreement and providing a Revolving Commitment Amount hereunder, subject to the following terms and conditions:

(i) No current Lender shall be obligated to increase its Revolving Commitment Amount and any increase in the Revolving Commitment Amount by any current Lender shall be in the sole discretion of such current Lender;

(ii) Borrowers may not request the addition of a New Lender unless (x) such New Lender is a Permitted Assignee, and (y) (and then only to the extent that) after a period of 10 Business Days from the date on which the Borrowers request any such increase, there is insufficient participation on behalf of the existing Lenders in the increased Revolving Commitments being requested by Borrowers;

(iii) There shall exist no Event of Default or Default on the effective date of such increase after giving effect to such increase;

(iv) After giving effect to such increase, the Maximum Revolving Advance Amount shall not exceed $90,000,000;

(v) Each increase shall be in an amount not less than $10,000,000 and increments of $2,500,000 in excess thereof, except when the remaining Maximum Revolving Advance Amount is less than $10,000,000, at which time Borrowers may request to borrow the full remaining amount.

(vi) Borrowers may not request an increase in the Maximum Revolving Advance Amount under this Section 2.24 more than three (3) times during the Term;

(vii) Borrowers shall deliver to Agent on or before the effective date of such increase the following documents in form and substance satisfactory to Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Commitment Amounts has been approved by the Borrowers, (2) certificate dated as of the effective date of such increase certifying that no Default or Event of Default shall have occurred and be continuing and certifying that the representations and warranties made by each Borrower herein and in the Other Documents are true and correct in all material respects (unless already qualified by materiality in such specific provision) on and as of

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the date hereof as if made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, (3) such other agreements, instruments and information (including supplements or modifications to this Agreement and/or the Other Documents executed by Borrowers as Agent reasonably deems necessary in order to document the increase to the Maximum Revolving Advance Amount and to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of such increase), and (4) opinions of counsel in form and substance satisfactory to Agent which shall cover such matters related to such increase as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

(viii) Borrowers shall execute and deliver, upon request, (1) to each Increasing Lender (if any) a replacement Note reflecting the new amount of such Increasing Lender’s Revolving Commitment Amount after giving effect to the increase (and the prior Note issued to such Increasing Lender shall be deemed to be cancelled) and (2) to the New Lender (if any) a Note reflecting the amount of such New Lender’s Revolving Commitment Amount;

(ix) The New Lender (if any) shall have delivered a joinder to this Agreement in form and substance satisfactory to the Agent;

(x) Each Increasing Lender shall confirm its agreement to increase its Revolving Commitment Amount pursuant to an acknowledgement in a form acceptable to Agent, signed by it and each Borrower and delivered to Agent at least one (1) day before the effective date of such increase; and

(b) In the event that any Increasing Lender is not an existing Lender, then, on the effective date of such increase, (i) Borrowers shall be deemed to have repaid in a cashless transaction all Revolving Advances then outstanding, subject to Borrowers’ obligations under Sections 3.7, 3.9, or 3.10; provided that subject to the other conditions of this Agreement, the Borrowing Agent may request new Revolving Advances on such date and (ii) the Revolving Commitment Percentages of Lenders holding a Revolving Commitment (including each Increasing Lender and/or New Lender) shall be recalculated such that each such Lender’s Revolving Commitment Percentage is equal to (x) the Revolving Commitment Amount of such Lender divided by (y) the aggregate of the Revolving Commitment Amounts of all Lenders. Each Lender shall participate in any new Revolving Advances made on or after such date in accordance with its Revolving Commitment Percentage after giving effect to the increase in the Maximum Revolving Advance Amount and recalculation of the Revolving Commitment Percentages contemplated by this Section 2.24.

(c) On the effective date of such increase, each Increasing Lender shall be deemed to have purchased an additional/increased participation in, and the New Lender (if any) will be deemed to have purchased a new participation in, each then outstanding Letter of Credit and each drawing thereunder and each then outstanding Swing Loan in an amount equal to such Lender’s Revolving Commitment Percentage (as calculated pursuant to Section 2.24(b) above) of the Maximum Undrawn Amount of each such Letter of Credit (as in effect from time to time) and the amount of each drawing and of each such Swing Loan, respectively. As necessary to effectuate

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the foregoing, each existing Lender holding a Revolving Commitment Percentage that is not an Increasing Lender shall be deemed to have sold to each applicable Increasing Lender and/or New Lender, as necessary, a portion of such existing Lender’s participations in such outstanding Letters of Credit and drawings and such outstanding Swing Loans such that, after giving effect to all such purchases and sales, each Lender holding a Revolving Commitment (including each Increasing Lender and/or New Lender) shall hold a participation in all Letters of Credit (and drawings thereunder) and all Swing Loans in accordance with their respective Revolving Commitment Percentages (as calculated pursuant to Section 2.24(b) above).

(d) On the effective date of such increase, Borrowers shall pay all reasonable and documented costs and expenses incurred by Agent and by each Increasing Lender and New Lender in connection with the negotiations regarding, and the preparation, negotiation, execution and delivery of all agreements and instruments executed and delivered by any of Agent, Borrowers and/or Increasing Lenders and New Lender in connection with, such increase (including all fees for any supplemental or additional public filings of any Other Documents necessary to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of such increase), in each case, in accordance with, and to the extent required by, Section 17.9.

III. INTEREST AND FEES.

3.1 Interest. Interest on Advances shall be payable in arrears on the first day of each month with respect to Domestic Rate Loans and, with respect to Term SOFR Rate Loans, at the end of each Interest Period, provided further that all accrued and unpaid interest shall be due and payable at the end of the Term. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month, in the case of Domestic Rate Loans, or during the Interest Period, in the case of Term SOFR Rate Loans, at a rate per annum equal to (i) with respect to Revolving Advances, the applicable Revolving Interest Rate, (ii) with respect to Swing Loans, the Revolving Interest Rate for Domestic Rate Loans, and (iii) with respect to the Term Loan, the applicable Term Loan Rate (as applicable, the “Contract Rate”). Except as expressly provided otherwise in this Agreement, any Obligations other than the Advances that are not paid when due shall accrue interest at the Revolving Interest Rate for Domestic Rate Loans, subject to the provision of the final sentence of this Section 3.1 regarding the Default Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the applicable Contract Rate for Domestic Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. The Term SOFR Rate shall be adjusted with respect to Term SOFR Rate Loans without notice or demand of any kind on the effective date of any change in the SOFR Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, with written notice to the Borrowing Agent (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Obligations shall bear interest at the applicable Contract Rate plus two percent (2%) per annum (as applicable, the “Default Rate”).

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3.2 Letter of Credit Fees.

(a) Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the daily face amount of each outstanding Letter of Credit multiplied by the Applicable Margin for Letters of Credit, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of 0.125% per annum times the daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term. (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum.

(b) On demand at any time following the occurrence of an Event of Default, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such Event of Default, without the requirement of any affirmative action by any party), or upon the expiration of the Term or any other termination of this Agreement (and also, if applicable, in connection with any mandatory prepayment under Section 2.20), Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s possession at any time. Agent may, in its discretion, invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree (or, in the absence of such agreement, as Agent may reasonably select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial Code or under any other Applicable Law to pay interest on such cash collateral being held by Agent. No Borrower may withdraw amounts credited to any such account except upon

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the occurrence of all of the following: (x) payment and performance in full of all Obligations; (y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on any such cash collateral and any right, title and interest of Borrowers in any deposit account, securities account or investment account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically including all Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit, Agent may use such cash collateral to pay and satisfy such Obligations.

3.3 Facility Fee. If, for any day in each calendar quarter during the Term, the daily unpaid balance of the sum of Revolving Advances plus Swing Loans plus the Maximum Undrawn Amount of all outstanding Letters of Credit (the “Usage Amount”) does not equal the Maximum Revolving Advance Amount, then Borrowers shall pay to Agent, for the ratable benefit of Lenders holding the Revolving Commitments based on their Revolving Commitment Percentages, a fee at a rate equal to (i) if the Usage Amount during the preceding calendar quarter was less than 50% of the Revolving Commitments of all of the Lenders, three-quarters of one percent (0.75%) per annum or (ii) if the Usage Amount during the preceding calendar quarter was equal to or greater than 50% of the Revolving Commitments of all of the Lenders, one-half of one percent (0.50%) per annum, in each case, for each such day the amount by which the Maximum Revolving Advance Amount on such day exceeds such Usage Amount (the “Facility Fee”). Such Facility Fee shall be payable to Agent in arrears on the first Business Day of each calendar quarter with respect to each day in the previous calendar quarter.

3.4 Collateral Evaluation Fee and Fee Letter.

(a) Borrowers shall pay to Agent promptly at the conclusion of any collateral evaluation performed by or for the benefit of Agent (whether such examination is performed by Agent’s employees or by a third party retained by Agent), including, without limitation, any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which evaluation is undertaken by Agent or for Agent’s benefit, a collateral evaluation fee in an amount equal to $1,500 (or such other amount customarily charged by Agent to its customers) per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked), plus a per examination field exam management fee in the amount of $2,500 for new facilities, and $1,500 for recurring examinations (or, in each case, such other amount customarily charged by Agent to its customers), plus all costs and disbursements incurred by Agent in the performance of such examination or analysis, and further provided that if third parties are retained to perform such collateral evaluations, either at the request of another Lender or for extenuating reasons determined by Agent in its sole discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of Borrower and shall not be subject to the foregoing limits.

(b) Borrowers shall pay the amounts required to be paid in each Fee Letter in the manner and at the times required by each Fee Letter.

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(c) All of the fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.7 hereof shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers.

3.5 Computation of Interest and Fees. Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the applicable Contract Rate during such extension.

3.6 Maximum Charges. In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate.

3.7 Increased Costs. In the event that any Applicable Law or any Change in Law or compliance by any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or Lender and any corporation or bank controlling Agent, Swing Loan Lender, any Lender or Issuer and the office or branch where Agent, Swing Loan Lender, any Lender or Issuer (as so defined) makes or maintains any Term SOFR Rate Loans) with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

(a) subject Lender to any Tax with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Term SOFR Rate Loan, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes payable by such Lender);

(b) impose, modify or deem applicable any reserve, special deposit, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of any, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or

(c) impose on Agent, any Lender or the Issuer any other condition, loss or expense (other than Taxes) affecting this Agreement or any Other Document or any Advance made by any Lender, or any Letter of Credit or participation therein;

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and the result of any of the foregoing is to increase the cost to any Lender of making, converting to, continuing, renewing or maintaining its Advances hereunder by an amount that such Lender deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that such Lender deems to be material, then, in any case Borrowers shall promptly pay Lender, upon its demand, such additional amount as will compensate such Lender for such additional cost or such reduction, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the Term SOFR Rate, as the case may be. Such Lender shall certify the amount of such additional cost or reduced amount to Borrowing Agent, and such certification shall be conclusive absent manifest error.

3.8 Alternate Rate of Interest.

3.8.1 Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that:

(a) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or

(b) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or

(c) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or

(d) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent,

then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

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3.8.2. Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any Other Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document and (B) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Agent may make Conforming Changes from time to time as mutually agreed by the Borrowers and, notwithstanding anything to the contrary herein or in the Other Documents, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Other Document.

(c) Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrowing Agent and the Lenders of (i) the implementation of any Benchmark Replacement, and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrowing Agent of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any Other Document except, in each case, as expressly required pursuant to this Section.

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(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any of the Other Documents, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor of such Benchmark is not or will not be representative, then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrowing Agent’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowing Agent may revoke any pending request for an Advance bearing interest based on the Term SOFR Rate, conversion to or continuation of Advances bearing interest based on the Term SOFR Rate to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a Domestic Rate Loan. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

(f) Certain Defined Terms. As used in this Section 3.8.2:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable (x) if such Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or a component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor of such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.8.2(d).

“Benchmark” means, initially, the Term SOFR Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to this Section.

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“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

(1) Daily Simple SOFR and the Term SOFR Rate Adjustment for an Interest Period of one (1) month;

(2) the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrowing Agent, giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing market convention, for determining a benchmark rate as a replacement to the then-current benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

provided that, if the Benchmark Replacement as determined pursuant to clause (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the Other Documents; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Agent in its sole discretion.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustments, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrowing Agent giving due consideration to (A) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by the Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

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(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by a Governmental Body having jurisdiction over the Agent, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Body having jurisdiction over the Agent announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

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“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section titled “Benchmark Replacement Setting” and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section titled “Benchmark Replacement Setting.”

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate (which for the avoidance of doubt shall equal the SOFR Floor) or, if no floor is specified, one percent (1.0%).

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

3.9 Capital Adequacy.

(a) In the event that Agent, Swing Loan Lender or any Lender shall have determined that any Applicable Law or guideline regarding capital adequacy, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Term SOFR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition.

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(b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

3.10 Taxes.

(a) Any and all payments by or on account of any Obligations of the Borrower hereunder or under any Other Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes; provided that if the Withholding Agent shall be required by Applicable Law (as determined in the good faith discretion of such Withholding Agent) to deduct any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Agent, Swing Loan Lender, Lender, Issuer or Participant, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Withholding Agent shall make such deductions, and (iii) the Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Body in accordance with Applicable Law.

(b) Without limiting the provisions of Section 3.10(a) above, Borrowers shall timely pay any Other Taxes to the relevant Governmental Body in accordance with Applicable Law.

(c) Each Borrower shall indemnify Agent, Swing Loan Lender, each Lender, Issuer and any Participant, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent, Swing Loan Lender, such Lender, Issuer, or such Participant, as the case may be, 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 Body. A certificate as to the amount of such payment or liability delivered to Borrowers by any Lender, Swing Loan Lender, Participant, or Issuer (with a copy to Agent), or by Agent on its own behalf or on behalf of Swing Loan Lender, a Lender or Issuer, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes by any Borrower to a Governmental Body, Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or under any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any Other Document shall deliver to Borrowers and the Agent, at the time or times prescribed by Applicable Law or reasonably requested by Borrowers or Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced rate of or exemption from U.S.

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withholding tax, Agent shall be entitled to withhold United States federal income taxes at the applicable withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under Section 1.1441-7(b) of the Treasury Regulations or other Applicable Law. Further, Agent is indemnified under Section 1.1461-1(e) of the Treasury Regulations against any claims and demands of any Lender, Issuer or assignee or participant of a Lender or Issuer for the amount of any tax it deducts and withholds in accordance with regulations under Section 1441 of the Code. In addition, any Lender, if requested by Borrowers or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowers or Agent as will enable Borrowers or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States of America, any Foreign Lender (or other Lender) shall deliver to Borrowers and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender (or other Lender) becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrowers or Agent, but only if such Foreign Lender (or other Lender) is legally entitled to do so), whichever of the following is applicable:

(i) two (2) duly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii) two (2) duly completed and executed originals of IRS Form W-8ECI,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two (2) duly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E,

(iv) to the extent a Foreign Lender is not the beneficial owner, two (2) duly completed and executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lenders are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct or indirect partner,

(v) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers to determine the withholding or deduction required to be made, or

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(vi) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to Agent two (2) duly completed and executed originals of an IRS Form W-9 or any other form prescribed by Applicable Law demonstrating that such Lender is exempt from U.S. federal backup withholding tax.

Each Lender, Swing Loan Lender, Participant, Issuer, or Agent agrees that if any form it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers or Agent (in the case of Swing Loan Lender, Lender, Participant or Issuer) in writing of its inability to do so. On or before the date of this Agreement, the Agent (or any successor or replacement Agent, on or before the date on which it becomes the Agent hereunder), shall, to the extent applicable, deliver to the Borrower two (2) copies of properly completed and duly executed (x) IRS Form W-9, or (y) IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (certifying that it is either a “qualified intermediary” within the meaning of Treasury Regulations Section 1.1441-1(e)(5) that has assumed primary withholding obligations under the Code, including Chapters 3 and 4 of the Code, or a “U.S. branch” within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(iv) that is treated as a U.S. person for purposes of withholding obligations under the Code) (with respect to any payments received by the Agent on the account of others).

(f) If a payment made to a Lender, Swing Loan Lender, Participant, Issuer, or Agent under this Agreement or any Other Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Person fails 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, Swing Loan Lender, Participant, Issuer, or Agent shall deliver to the Agent (in the case of Swing Loan Lender, a Lender, Participant or Issuer) and Borrowers (A) a certification signed by a Financial Officer of such Person, (B) such documentation prescribed by law at such time or times reasonably requested by Borrowers or Agent (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and (C) other documentation reasonably requested by Agent or any Borrower sufficient for Agent and Borrowers to comply with their obligations under FATCA and to determine that Swing Loan Lender, such Lender, Participant, Issuer, or Agent has complied with such applicable reporting requirements or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) If Agent, Swing Loan Lender, Lender, Participant or Issuer determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section, it shall pay to Borrowers an amount equal to such refund (but only to the extent of indemnity payments made by Borrowers under this Section with respect to the Taxes giving rise to such refund); net of all out-of-pocket expenses (including Taxes) of the Agent, Swing Loan Lender, such Lender, Participant, or Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Body with respect to such refund), provided that Borrowers, upon the request of Agent, Swing Loan Lender, such Lender, Participant, or Issuer, agrees to repay the amount paid over to Borrowers pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to Agent, Swing Loan Lender, such Lender, Participant or Issuer in the event Agent, Swing Loan Lender, such Lender, Participant or Issuer is required to repay such refund to such Governmental Body. This Section shall not be construed to require Agent, Swing Loan Lender, any Lender, Participant, or Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrowers or any other Person.

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3.11 Replacement of Lenders. If any Lender (an “Affected Lender”) (a) makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7 or 3.10 hereof, (b) is unable to make or maintain Term SOFR Rate Loans as a result of a condition described in Section 2.2(h) hereof, (c) is a Defaulting Lender, or (d) denies any consent requested by the Agent pursuant to Section 17.2(b) hereof, Borrowers may, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section 2.2(h) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Agent pursuant to Section 17.2(b) hereof, as the case may be, by notice to the Agent and such Affected Lender (i) request the Affected Lender to cooperate with Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (the “Replacement Lender”); (ii) request the non-Affected Lenders to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as provided herein, but none of such Lenders shall be under any obligation to do so; or (iii) propose a Replacement Lender subject to approval by Agent in its good faith business judgment. If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, then such Affected Lender shall assign, in accordance with Section 17.3 hereof, all of its Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, and other rights and obligations under this Loan Agreement and the Other Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender.

IV. COLLATERAL: GENERAL TERMS

4.1 Security Interest in the Collateral. To secure the prompt payment and performance to Agent, Issuer and each Lender (and each other holder of any Obligations) of the Obligations, each Domestic Loan Party hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located. Each Domestic Loan Party shall mark its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Domestic Loan Party shall provide Agent with written notice of all commercial tort claims promptly upon the occurrence of any events giving rise to any such claim(s) (regardless of whether legal proceedings have yet been commenced), such notice to contain a brief description of the claim(s), the events out of which such claim(s) arose and the parties against which such claims may be asserted and, if applicable in any case where legal proceedings regarding such claim(s) have been commenced, the case title together with the applicable court and docket number. Upon delivery of each such notice, such Domestic Loan Party shall be deemed to thereby grant to Agent a security

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interest and lien in and to such commercial tort claims described therein and all proceeds thereof. Each Domestic Loan Party shall provide Agent with written notice promptly upon becoming the beneficiary under any letter of credit that has a face amount of more than $1,000,000 or otherwise obtaining any right, title or interest in any letter of credit rights, and shall promptly, but in any event within fifteen (15) Business Days, notify the Agent thereof in writing and, at the reasonable request of the Agent, shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, use commercially reasonable efforts to either (a) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Agent of the proceeds of the letter of credit, or (b) arrange for the Agent to become the transferee beneficiary of the letter of credit.

4.2 Perfection of Security Interest. Each Domestic Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code, Cape Town Convention or other Applicable Law. By its signature hereto, each Domestic Loan Party hereby authorizes Agent to file against such Domestic Loan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Domestic Loan Party). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

4.3 Preservation of Collateral. Following the occurrence of a Default or Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Loan Party’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Loan Party’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Loan Parties’ owned or leased property. Each Loan Party shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to the Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.

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4.4 Ownership and Location of Collateral.

(a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Domestic Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document and agreement executed by each Domestic Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Domestic Loan Party that appear on such documents and agreements shall be genuine and each Domestic Loan Party shall have full capacity to execute same; and (iv) each Domestic Loan Party’s equipment and Inventory shall be located as set forth on Schedule 4.4 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and equipment to the extent permitted in Section 7.1(b) hereof, or solely with respect to the Aircraft Collateral, to the extent permitted in Section 7.18 hereof.

(b) (i) There is no location at which any Domestic Loan Party has any Inventory (except for Inventory in transit) or other Collateral (except for Aircraft Collateral) other than those locations listed on Schedule 4.4; (ii) Schedule 4.4 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Domestic Loan Party is stored; none of the receipts received by any Domestic Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Domestic Loan Party and (B) the chief executive office of each Domestic Loan Party; (iv) Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Domestic Loan Party, identifying which properties are owned and which are leased, together with the names and addresses of any landlords; and (v) the Aircraft Collateral Certificate (including the certification delivered on the Closing Date) sets forth, among other things, a complete list of the Aircraft Collateral Owners and country of present location with respect to the Aircraft Collateral.

4.5 Defense of Agent’s and Lenders’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Loan Party nor any of their respective Subsidiaries shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Loan Party shall defend Agent’s interests in the Collateral against any and all Persons whatsoever. At any time following demand by Agent for payment of all Obligations, Agent shall have the right to take possession of the indicia

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of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Loan Parties shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, with respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code or other Applicable Law. Each Loan Party shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Loan Party’s possession, they, and each of them, shall be held by such Loan Party in trust as Agent’s trustee, and such Loan Party will immediately deliver them to Agent in their original form together with any necessary endorsement.

4.6 Inspection of Premises. (x) So long as no Reporting Trigger Period is in existence, no more frequently than once per calendar year, and (y) if a Reporting Trigger Period is then in existence, at all reasonable times and from time to time as often as Agent shall elect in its Permitted Discretion (in each case, provided that unless an Event of Default has occurred and is continuing, Agent shall have provided at least seven (7) days’ notice of any such inspection), in each case, (i) Agent and each Lender shall have full access to and the right to audit, check, inspect and make abstracts and copies from each Loan Parties’ books, records, audits, correspondence and all other papers relating to the Collateral and the operation of each Loan Parties’ business and (ii) Agent, any Lender and their agents may enter upon any premises of any Loan Party (unless an Event of Default has occurred and is continuing, at any time during business hours and at any other reasonable time, from time to time as often as Agent shall elect in its sole discretion), for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Loan Parties’ business; provided, any field examination conducted by Agent in connection with the consummation of this Agreement, regardless of whether such field examination was completed as of the Closing Date, shall not be included in the cap set forth in the foregoing clause (x).

4.7 Appraisals. Agent may, in its Permitted Discretion, at any time and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Loan Parties’ assets; provided, so long as no Event of Default has occurred and is continuing, no more than one appraisal of the Aircraft Collateral and one appraisal of the Loan Parties’ Inventory consisting of Parts, which appraisals may be conducted separately (but shall include any appraisal conducted by the Agent in connection with the consummation of this Agreement), may be conducted in any calendar year. Absent the occurrence and continuance of an Event of Default at such time, Agent shall, with the Borrowing Agent’s written consent (such written consent not to be unreasonably withheld), identify such firm; it being understood that, in any event, any appraisal with respect to Aircraft Collateral shall be (a) from an internationally recognized firm of independent aircraft appraisers satisfactory to Agent in its Permitted Discretion, (b) the scope and methodology (including, to the extent relevant, any sampling procedure employed by such appraisal company) agreed to by Agent in its Permitted Discretion; provided that unless an Event of Default has occurred and is continuing, such appraisal shall be a “desktop” appraisal, and (c) prepared on the basis of customary market practices and procedures and any relevant guidelines and the code of ethics established by the International Society of Transport Aircraft Traders.

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4.8 Receivables; Deposit Accounts and Securities Accounts.

(a) Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of a Borrowing Base Party, or work, labor or services theretofore rendered by a Borrowing Base Party as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Borrowing Base Party’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrowers to Agent.

(b) Each Customer, to the best of each Loan Party’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due. With respect to such Customers of any Borrowing Base Party who are not solvent, such Borrowing Base Party has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

(c) Each Domestic Loan Party’s chief executive office is located as set forth on Schedule 4.4. Until written notice is given to Agent by Borrowing Agent of any other office at which any Domestic Loan Party keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

(d) Each Borrowing Base Party shall instruct their Customers to deliver all remittances upon Receivables (whether paid by check or by wire transfer of funds) to such Blocked Account(s) and/or Depository Accounts (and any associated lockboxes) as Agent shall designate from time to time as contemplated by Section 4.8(h) or as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing, subject to Section 4.8(i), to the extent any Loan Party directly receives any remittances upon Receivables, such Loan Party shall, at such Loan Party’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent all amounts received on Receivables, and, at all times after the Separation Date, shall not commingle such collections with any Loan Party’s funds or use the same except to pay Obligations, and shall as soon as possible and in any event no later than one (1) Business Day after the receipt thereof (i) in the case of remittances paid by check, deposit all such remittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into such Blocked Accounts(s) and/or Depository Account(s). Subject to Section 4.8(i), each Domestic Loan Party shall deposit in the Blocked Account and/or Depository Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness.

(e) Except with respect to the Government Lockbox Accounts and the Government Lockbox, at any time following the occurrence of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in and Lien on, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Except with respect to the Government Lockbox Accounts and the Government Lockbox, at any time after the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery and postage, telephone, facsimile, telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers’ Account and added to the Obligations.

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(f) Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Domestic Loan Party or Borrowing Base Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Domestic Loan Party and Borrowing Base Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Domestic Loan Party and Borrowing Base Party hereby constitutes Agent or Agent’s designee as such Domestic Loan Party’s or Borrowing Base Party’s attorney with power (i) at any time: (A) to endorse such Domestic Loan Party’s or Borrowing Base Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Domestic Loan Party’s or Borrowing Base Party’s name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Domestic Loan Party’s or Borrowing Base Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Domestic Loan Party or Borrowing Base Party at any post office box/lockbox maintained by Agent for Domestic Loan Parties and Borrowing Base Parties or at any other business premises of Agent; and (ii) at any time following the occurrence of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Domestic Loan Party’s or Borrowing Base Party’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to sue upon or otherwise collect, extend the time of payment of, settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Domestic Loan Party’s or Borrowing Base Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Domestic Loan Party’s or Borrowing Base Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; (H) to accept the return of goods represented by any of the Receivables; (I) to change the address for delivery of mail addressed to any Domestic Loan Party or Borrowing Base Party to such address as Agent may designate; and (J) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid.

(g) Neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom.

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(h) Subject to Section 4.8(i), all proceeds of Collateral shall be deposited by Domestic Loan Parties into either (i) a lockbox account, dominion account or such other account over which Agent has control (including springing control) (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be acceptable to Agent (which may include no requirement for a control agreement with respect to a Blocked Account established with the Agent, as determined in the Agent’s sole discretion) or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds or established at a bank or banks pursuant to an arrangement with such depository account bank as may be acceptable to Agent. Except with respect to Excluded Accounts, Government Lockbox Accounts and the Government Lockbox, each applicable Domestic Loan Party, Agent and each Blocked Account Bank or applicable depository account bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account. At any time during a Dominion Trigger Period, Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing if so in place or otherwise, the disposition of funds in the Blocked Accounts and Depository Accounts (any such instructions, an “Activation Notice”) to Agent on a daily basis, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) at Agent. Prior to the Dominion Trigger Period, the applicable Loan Parties shall retain the right to direct the disposition of funds in the Blocked Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time that no Dominion Trigger Period shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Dominion Trigger Period shall exist at any time thereafter). All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security interest of Agent for its own benefit and the ratable benefit of Issuer, Lenders and all other holders of the Obligations, and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. Borrowing Agent shall notify each Customer of any Domestic Loan Party or Borrowing Base Party to send all future payments owed to a Domestic Loan Party or Borrowing Base Party by such Customer, including, but not limited to, payments on any Receivable, to a Blocked Account or Depository Account, (i) with respect to any Person that is a Customer of any Domestic Loan Party or Borrowing Base Party on the Closing Date, within thirty (30) days of the Closing Date and (ii) with respect to any Person that is not a Customer on the Closing Date, promptly upon such Person becoming a Customer of a Domestic Loan Party (other than a Government Account Debtor) or Borrowing Base Party. If any Loan Party shall receive any collections or other proceeds of the Collateral, such Loan Party shall hold such collections or proceeds in trust for the benefit of Agent and, during a Dominion Trigger Period, deposit such collections or proceeds into a Blocked Account or Depository

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Account within one (1) Business Day following such Loan Party’s receipt thereof. All Deposit Accounts, investment accounts and other bank accounts of any Loan Party, including, without limitation, all Blocked Accounts and Depository Accounts are described and set forth on Schedule 4.8(h) hereto. Notwithstanding anything to the contrary in this Agreement or in the Healthcare Credit Agreement, (x) solely prior to the Separation Date (other than with respect to the Government Lockbox Accounts and the Government Lockbox), the Loan Parties and the Loan Parties (as defined in the Healthcare Credit Agreement) shall be permitted to comingle any amounts within deposit accounts maintained with the Agent (and with respect to deposit accounts in the name of any Loan Party, within deposit accounts maintained with any other financial institutions where such deposit accounts are subject to a deposit account control agreement in form and substance satisfactory to Agent) and (x) on and at all times after the Separation Date, all proceeds of Collateral shall be deposited by the Loan Parties into Blocked Accounts or Depository Accounts in the name of the applicable Loan Party (in accordance with this clause (h)).

(i) Solely prior to the Separation Date, each Healthcare Borrower shall maintain one or more Government Lockbox Accounts with a Lockbox Bank. Each Healthcare Borrower shall execute with Agent, Healthcare Credit Agreement Agent, and the Lockbox Bank a Government Depositary Agreement with respect to each Government Lockbox Account and Government Lockbox. Each Government Depositary Agreement shall provide, among other things, that (A) the Lockbox Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Government Lockbox Account and/or Government Lockbox other than for payment of its service fees and other charges directly related to the administration of such Government Lockbox Account and/or such Government Lockbox and for returned checks or other items of payment, and (B) pursuant to the sweep instructions of the applicable Healthcare Borrower, the Lockbox Bank will forward, by daily sweep, all amounts in the Government Lockbox Account and in the Government Lockbox to a Blocked Account and/or Depository Accounts. Each Healthcare Borrower hereby agrees that it will not change any sweep instruction set forth in any Government Depositary Agreement without the prior written consent of the Agent.

(j) No Domestic Loan Party nor Borrowing Base Party will, without Agent’s consent, compromise or adjust any material amount of the Receivables (or extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, extensions of time for payment, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Domestic Loan Party or Borrowing Base Party.

(k) All deposit accounts (including all Blocked Accounts and Depository Accounts, Government Lockbox Accounts and Government Lockboxes), securities accounts and investment accounts of each Loan Party as of the Closing Date are set forth on Schedule 4.8(h). No Domestic Loan Party shall open any new deposit account, securities account or investment account (other than an Excluded Account) unless (i) Borrowers shall have given at least ten (10) days prior written notice to Agent and Agent has consented in writing, and (ii) (x) if such account (other than Government Lockbox Accounts and the Government Lockbox) is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Domestic Loan Party and Agent shall first have entered into a securities or deposit account control agreement, as applicable, in

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form and substance satisfactory to Agent sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account within thirty (30) days of opening such account, and (y) if such account is a Government Lockbox Account or Government Lockbox that is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Healthcare Borrower and Agent shall first have entered into a Government Depositary Agreement in accordance with Section 4.8(i) over such account within thirty (30) days of opening such account.

4.9 Inventory. To the extent Inventory held for sale or lease has been produced by any Domestic Loan Party, it has been and will be produced by such Domestic Loan Party in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

4.10 Maintenance of Equipment. All Aircraft Collateral shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the equipment shall be maintained and preserved, other than Aircraft Collateral in long-term storage. The Domestic Loan Parties will, and will cause their Subsidiaries to, cause the Aircraft Collateral, including each Engine and Part constituting Aircraft Collateral, to be operated in accordance with manufacturer’s, supplier’s or service provider’s mandatory instructions or manuals pertaining to same. No Domestic Loan Party nor any of its Subsidiaries shall use or operate the equipment in violation of any law, statute, ordinance, code, rule or regulation. The Domestic Loan Parties agree, and shall cause their Subsidiaries to agree, that the Domestic Loan Parties or their Subsidiaries, as applicable, will not operate, use or maintain the Aircraft Collateral, including each Engine and Part constituting Aircraft Collateral, in violation of any airworthiness certificate, license or registration relating to the Aircraft Collateral. In the event that any law, rule or regulation or order applicable to the Aircraft Collateral requires alteration, repair or modification of the Aircraft Collateral, the Domestic Loan Parties shall, at Domestic Loan Parties’ expense, conform thereto, or obtain conformance therewith, maintain the same in proper operating condition under such laws, rules, regulations and orders, and any such modifications shall immediately, without further act, become the property of the Domestic Loan Parties.

4.11 Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Domestic Loan Party’s or Borrowing Base Party’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Domestic Loan Party’s or Borrowing Base Party’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Domestic Loan Party or Borrowing Base Party of any of the terms and conditions thereof.

4.12 Financing Statements. Except with respect to the financing statements filed by Agent, financing statements described on Schedule 1.2(a), and financing statements filed in connection with Permitted Encumbrances, no financing statement covering any of the Collateral or any proceeds thereof is or will be on file in any public office.

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4.13 State of Registration, Ownership and Perfection Requirements of Aircraft Collateral.

(a) State of Registration. Borrower shall at all times cause and maintain each Aircraft constituting Aircraft Collateral to be duly registered with (i) the FAA or (ii) the Aviation Authority in a State of Registration that is a Contracting State other than the United States (each such State of Registration, together with Papua New Guinea, the Philippines, Trinidad and Tobago, Ghana, New Zealand, Australia and Cyprus, a “Permitted Foreign Jurisdiction”); provided that on the Closing Date all Aircraft will be duly registered with (x) the FAA or (y) the Aviation Authority of a Permitted Foreign Jurisdiction; provided further that, unless agreed to by Agent in its Permitted Discretion, Borrower shall not cause or permit any Aircraft constituting Aircraft Collateral to be deregistered with the FAA or the Aviation Authority of any Permitted Foreign Jurisdiction (i) at any time that Domestic Aircraft Collateral NOLV is less than $75,000,000, or (ii) if at any time Domestic Aircraft Collateral NOLV shall be less than $75,000,000 upon deregistration of any such Aircraft with the FAA or Permitted Foreign Jurisdiction.

(b) Ownership. Each Aircraft Collateral Owner shall at all times be (i) a Borrower or Guarantor hereunder and (ii) organized under the laws of any State of the United States of America or the District of Columbia, Australia, New Zealand, Cyprus or such other jurisdiction agreed to by Agent in its Permitted Discretion on a case-by-case basis in respect of each such Aircraft Collateral Owner.

(c) Perfection Requirements. Subject to Section 4.13(c)(iii) below, the Borrowers shall, at their sole cost and expense, take or cause to be taken all steps necessary from time to time to perfect and maintain Agent’s (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as Healthcare Credit Agreement Agent) first priority perfected security interest (subject only to Permitted Encumbrances) in the Aircraft Collateral (the “Perfection Requirements”), as set forth below:

(i) with respect to all Aircraft Collateral, each Borrower shall register or cause to be registered or consent to the registration with the International Registry of, and shall take such further actions as may be necessary or desirable, or that the Agent may reasonably request, to effect the registration with the International Registry (including any documents, instruments or filings in the State of Registration to give effect to such registrations) of: (i) the International Interest, if any, created by this Agreement with respect to such Aircraft or Engine; (ii) the International Interest provided for in any Cape Town Lease to which such Borrower is a lessor or lessee; (iii) the assignment to the Agent of each International Interest described in clause (ii); and (iv) with respect to any after-acquired Aircraft Collateral in accordance with Section 6.19, the contract of sale with respect to any Aircraft by which title to such Aircraft is conveyed by or to such Borrower (collectively, the “Required Cape Town Registrations”); provided that (1) on or prior to the date that an Aircraft or Engine is owned by any Borrower, the relevant Borrower shall cause its International Registry administrator (acting directly or through a Transacting User Entity (as defined in the Cape Town Convention) or a Professional User Entity (as defined in the Cape Town Convention) to whom it has given an authorization) to commence effecting the applicable registrations with the International Registry described in clauses (i) through (iv) above (or if such registrations require receipt after such date from the applicable relevant governmental entity of any codes, such later date that is as promptly as reasonably practicable after receipt of such codes,

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provided that such codes are procured diligently and within the customary time period for the applicable jurisdiction in accordance with the advice of counsel to the Borrower in the applicable jurisdiction and such Borrower shall inform the Agent if such counsel advises the Borrower that such counsel anticipates the time period for the issuance of such codes will be significantly longer than customary time periods for issuance of similar codes in such jurisdiction) and (2) in connection with any registrations with the International Registry described in clause (ii) and (iii) above, the Agent shall be registered as the holder of the right to discharge such registrations. To the extent that (A) the Agent’s consent is required for any such registration, or (B) the Agent is required to initiate any such registration, the Agent shall cause such consent or such initiation of such registration to be effected at the request of the Borrower, and no Borrower shall be in breach of this section should the Agent fail to do provided that such failure is not a result of any act or omission by Borrower; provided further that the Required Cape Town Registrations shall not be required if the burden or cost outweighs the benefit afforded thereby as determined by Agent in its Permitted Discretion;

(ii) with respect to all Aircraft Collateral, inclusion of the Aircraft and Engines in a New York law Aircraft Mortgage, completion of the applicable requirements set forth in such Aircraft Mortgage and, to the extent possible in the applicable jurisdiction and/or under Applicable Law, filing and maintaining such Aircraft Mortgage with the FAA (including any supplements or modifications from time to time in relation thereto), execution of an Irrevocable Deregistration and Export Authorization Request (“IDERA”) in favor of the Agent in form and substance reasonably acceptable to the Agent, and filing of such IDERA with the applicable Aviation Authority, as confirmed by an opinion of legal counsel in the applicable jurisdiction addressed to and in a form reasonably acceptable to Agent; provided, that no IDERA shall be required to be obtained or filed (A) in any Permitted Foreign Jurisdiction that is not a Contracting State or (B) if determined by the Agent in its Permitted Discretion that the burden or cost outweighs the benefit afforded thereby; and

(iii) and in addition to the foregoing, solely with respect to any Aircraft Collateral to be registered in a Permitted Foreign Jurisdiction, prior to or contemporaneously with such registration no Default or Event of Default shall be in existence.

(d) Domestic Aircraft Collateral NOLV. Domestic Aircraft Collateral NOLV shall not, at any time, be less than $75,000,000; provided, that if Domestic Aircraft Collateral NOLV is at any time less than $75,000,000, Borrowers shall have a period of fifteen (15) Business Days to pledge additional Aircraft Collateral to Agent such that the Domestic Aircraft Collateral NOLV following such pledge is at least $75,000,000. Borrower shall provide an updated Aircraft Collateral Certificate together with any other information, documentation (including Aircraft Mortgages and supplements thereto), financing statements, appraisals, certificates and legal opinions as may be necessary or advisable, in the Permitted Discretion of Agent, to vest in the Agent, a perfected security interest, subject only to Permitted Encumbrances, in such additional Aircraft Collateral and to verify the NOLV of such additional Aircraft Collateral.

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4.14 Investment Property.

(a) If a Loan Party shall become entitled to receive or shall receive any certificate, option or rights in respect of the Pledged Equity hereunder, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Equity, or otherwise in respect thereof, such Loan Party shall accept the same as the agent of Agent, hold the same in trust for Agent deliver the same forthwith to Agent in the exact form received, duly indorsed by such Loan Party to Agent, if required, together with an undated instrument of transfer covering such certificate duly executed in blank by such Loan Party, to be held by Agent, subject to the terms hereof, as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right to request that (i) any sums paid upon or in respect of such Equity Interests upon the liquidation or dissolution of any issuer thereof shall be paid over to Agent to be held by it hereunder as additional Collateral for the Obligations, and (ii) in case any distribution of capital shall be made on or in respect of such Equity Interests or any property shall be distributed upon or with respect to such Equity Interests pursuant to the recapitalization or reclassification of the capital of any issuer or pursuant to the reorganization thereof, the property so distributed shall, and unless otherwise subject to a perfected Lien in favor of Agent, be delivered to Agent to be held by it hereunder as additional Collateral for the Obligations. Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of such Equity Interests shall be received by such Loan Party, such Loan Party shall if so requested by Agent, until such money or property is paid or delivered to Agent, hold such money or property in trust for Agent, segregated from other funds of such Loan Party, as additional Collateral for the Obligations.

(b) Without the prior written consent of Agent, such Loan Party will not create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Equity Interests or proceeds thereof, or any interest therein, except for Permitted Encumbrances.

(c) If an Event of Default shall occur and be continuing and Agent shall give notice of its intent to exercise such rights to the Borrowing Agent, Agent shall have the right to receive any and all cash dividends and distributions, payments or other proceeds paid in respect of the Equity Interests and make application thereof in accordance with Section 11.5.

(d) UPON THE OCCURRENCE OF AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH LOAN PARTY HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS ITS PROXY AND ATTORNEY-IN-FACT WITH RESPECT TO THE PLEDGED EQUITY, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED EQUITY, WITH FULL POWER OF SUBSTITUTION TO DO SO. If no Event of Default has occurred and is continuing hereunder, Loan Party shall retain the right, where applicable, to vote and give consents with respect to the Pledged Equity for all purposes not inconsistent with the provisions of this Agreement and the Other Documents, and Agent shall, if necessary, execute due and timely proxies in favor of Loan Party for this purpose.

4.15 Automatic Release.

(a) Upon the occurrence of the Separation Date, (i) the Guaranties provided by the Separation Date Guarantors will automatically be released and (ii) the security interest granted hereunder and/or under any Other Document by the Separation Date Guarantors will automatically be released, including all such Liens in favor of, or held by, the Agent, and, in each case, each of the Lenders hereby consents to each such release and authorizes the Agent to take all such actions reasonably necessary to give effect to each such release.

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(b) Upon (i) the Disposition of any Collateral (including Aircraft Collateral, or other assets subject to the Agent’s Lien that do not necessarily constitute Collateral hereunder) permitted to be Disposed pursuant to Section 7.1(b) or (ii) any Aircraft Collateral (or other assets subject to the Agent’s Lien that do not necessarily constitute Aircraft Collateral hereunder) becomes (x) subject to a Permitted Encumbrance relating to Permitted Indebtedness incurred pursuant to any of clauses (k) or (o) of the definition of Permitted Indebtedness or (y) Excluded Property, in either case of clause (i) or (ii) and subject to satisfaction of any required conditions to such Disposition with respect clause (i) (if any), the Lien securing the Obligation hereunder in favor of the Agent with respect to such Collateral shall automatically be released and each of the Lenders hereby consents to such release and authorizes the Agent to take all such actions reasonably necessary to give effect to such release and the Agent shall reasonably cooperate to effectuate, or reflect of public record, the release and discharge of such security interests.

V. REPRESENTATIONS AND WARRANTIES.

Each Specified Loan Party represents and warrants as follows:

5.1 Authority. Each Specified Loan Party has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Specified Loan Party, and this Agreement and the Other Documents to which it is a party constitute the legal, valid and binding obligation of such Specified Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents to which it is a party (a) are within such Specified Loan Party’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law or the terms of such Specified Loan Party’s Organizational Documents or to the conduct of such Specified Loan Party’s business or undertaking to which such Specified Loan Party is a party or by which such Specified Loan Party is bound, (b) will not conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Specified Loan Party under the provisions of any agreement, instrument, or other document to which such Specified Loan Party is a party or by which it or its property is a party or by which it may be bound.

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5.2 Formation and Qualification; Investment Property.

(a) Each Specified Loan Party is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Specified Loan Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Specified Loan Party. Each Specified Loan Party has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any amendment or changes thereto.

(b) The only Subsidiaries of each Specified Loan Party are listed on Schedule 5.2(b).

(c) All of the Pledged Equity has been duly and validly issued and is fully paid and non-assessable.

5.3 Survival of Representations and Warranties. All representations and warranties of such Specified Loan Party contained in this Agreement and the Other Documents to which it is a party shall be true at the time of such Specified Loan Party’s execution of this Agreement and the Other Documents to which it is a party, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.

5.4 Tax Returns. Each Specified Loan Party’s federal tax identification number is set forth on Schedule 5.4. Each Specified Loan Party has filed all federal, state and local tax returns and other reports that each is required by law to file and has paid all Taxes that are due and payable except (a) Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. The provision for taxes on the books of each Specified Loan Party is adequate for all years not closed by applicable statutes, and for its current fiscal year, and no Specified Loan Party has any knowledge of any material deficiency or additional assessment in connection therewith not provided for on its books.

5.5 Financial Statements.

(a) The pro forma funds flow of Borrowers on a Consolidated Basis (the “Pro Forma Funds Flow”) furnished to Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement (collectively, the “Transactions”) and is accurate, complete and correct and fairly reflects the financial condition of Borrowers on a Consolidated Basis as of the Closing Date after giving effect to the Transactions. The Pro Forma Funds Flow has been certified as accurate, complete and correct in all material respects by a Responsible Officer of Borrowing Agent.

(b) The projected consolidated income statement as of December 31, 2023, a copy of which is annexed hereto as Exhibit 5.5(b) (the “Projections”) was prepared by a Financial Officer of PHI Group, is based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Borrowers’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Funds Flow are referred to as the “Pro Forma Financial Statements”.

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(c) The consolidated balance sheets of the Loan Parties, and such other Persons described therein, as of December 31, 2022, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application to which such accountants concur) and present fairly the financial position of Borrowers at such date and the results of their operations for such period. Since December 31, 2022 there has been no change in the condition, financial or otherwise, of Borrowers as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, equipment and Real Property owned by Borrowers, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse.

5.6 Entity Names. No Domestic Loan Party has been known by any other company or corporate name, as applicable, in the past five (5) years and does not sell Inventory under any other name except as set forth on Schedule 5.6, nor has any Domestic Loan Party been the surviving corporation or company, as applicable, of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years.

5.7 Environmental Compliance; Flood Insurance.

(a) Except as set forth on Schedule 5.7 hereto or as could not reasonably be expected to have a Material Adverse Effect, each Specified Loan Party is in compliance with Environmental Laws and there are no outstanding citations, notices of violation or orders of non-compliance issued to any Specified Loan Party or relating to its business or Equipment under any Environmental Law.

(b) Except as set forth on Schedule 5.7 hereto or as could not reasonably be expected to have a Material Adverse Effect, each Specified Loan Party has been issued all federal, state and local licenses, certificates or permits (collectively, “Approvals”) required for the operation of the commercial business of any Specified Loan Party pursuant to any applicable Environmental Law, and all such Approvals are in full force and effect.

(c) Except as set forth on Schedule 5.7 or as could not reasonably be expected to have a Material Adverse Effect: (i) to each Specified Loan Party’s knowledge, there have been no releases, spills, discharges, leaks or disposal (collectively referred to as “Releases”) of Hazardous Materials at, upon, under or migrating from or onto any Real Property owned, leased or occupied by any Specified Loan Party, except for Releases in compliance with Environmental Laws; (ii) to each Specified Loan Party’s knowledge, there are no underground storage tanks or polychlorinated biphenyls on any Real Property, except for such underground storage tanks or polychlorinated biphenyls that are present in compliance with Environmental Laws; and (iii) the Real Property has never been used by any Specified Loan Party to treat, store or dispose of Hazardous Materials, except as authorized by Environmental Laws.

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(d) To the extent Domestic Loan Parties have granted a Mortgage to Agent, for the benefit of itself and the Lenders, all Material Real Property owned by Domestic Loan Parties is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage in amounts sufficient to insure the assets and risks of each such Domestic Loan Party if and to the extent required under any applicable Flood Law and in general accordance with prudent business practice in the industry of such Domestic Loan Party. To the extent Domestic Loan Parties have granted a Mortgage to Agent, for the benefit of itself and the Lenders, each Domestic Loan Party has taken all actions if and to the extent required under the Flood Laws and/or requested by Agent in its Permitted Discretion to assist in ensuring that each Lender is in material compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure located upon any Material Real Property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, if and to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral in general accordance with prudent business practice.

5.8 Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.

(a) (i) Before and after giving effect to the Transactions, each Specified Loan Party is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, (ii) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities, and (iii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) is in excess of the amount of its liabilities.

(b) Except as disclosed in Schedule 5.8(b)(i), no Specified Loan Party has any pending or threatened litigation, arbitration, actions or proceedings involving claims in excess of $1,000,000. No Specified Loan Party has any outstanding Indebtedness other than the Obligations, except for (i) Indebtedness disclosed in Schedule 5.8(b)(ii) and (ii) Indebtedness otherwise permitted under Section 7.8 hereof.

(c) No Specified Loan Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Specified Loan Party in violation of any order of any court, Governmental Body or arbitration board or tribunal. Each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, except as would not reasonably be expected have a Material Adverse Effect.

(d) No Termination Event has occurred, except as would not reasonably be expected to have a Material Adverse Effect. No Specified Loan Party or member of the Controlled Group (i) has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA except as would not reasonable be expected to have a Material Adverse Effect, or (ii) maintains any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code, other than as would not reasonably be expected to have a Material Adverse Effect.

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5.9 Patents, Trademarks, Copyrights and Licenses. All Intellectual Property owned or utilized by any Domestic Loan Party: (i) is set forth on Schedule 5.9; (ii) is valid and has been duly registered or filed with all appropriate Governmental Bodies; and (iii) constitutes all of the intellectual property rights which are necessary for the operation of its business. There is no objection to, pending challenge to the validity of, or proceeding by any Governmental Body to suspend, revoke, terminate or adversely modify, any such Intellectual Property and no Domestic Loan Party is aware of any grounds for any challenge or proceedings, except as set forth in Schedule 5.9 hereto. All Intellectual Property owned or held by any Domestic Loan Party consists of original material or property developed by such Domestic Loan Party or was lawfully acquired by such Domestic Loan Party from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof.

5.10 Licenses and Permits. Except as set forth in Schedule 5.10, each Specified Loan Party (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits (including accreditation by the appropriate Governmental Bodies and industry accreditation agencies required by Applicable Law) for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to procure such licenses or permits could reasonably be expected to have a Material Adverse Effect.

5.11 Default of Indebtedness. No Specified Loan Party is in default in the payment of the principal of or interest on any Indebtedness or under any instrument or agreement under or subject to which any Indebtedness has been issued and no event has occurred under the provisions of any such instrument or agreement which with or without the lapse of time or the giving of notice, or both, constitutes or would constitute an event of default thereunder.

5.12 No Default. No Default or Event of Default has occurred.

5.13 No Burdensome Restrictions. No Specified Loan Party is party to any contract or agreement the performance of which could reasonably be expected to have a Material Adverse Effect. No Specified Loan Party has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance.

5.14 No Labor Disputes. No Specified Loan Party is involved in any labor dispute; there are no strikes or walkouts or union organization of any Specified Loan Party’s employees threatened or in existence and no labor contract is scheduled to expire during the Term other than as set forth on Schedule 5.14 hereto.

5.15 Margin Regulations. No Specified Loan Party is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.

5.16 Investment Company Act. No Specified Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.

5.17 Disclosure. No representation or warranty made by any Specified Loan Party in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to any Specified Loan Party or which reasonably should be known to such Specified Loan Party which such Specified Loan Party has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which could reasonably be expected to have a Material Adverse Effect.

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5.18 [Reserved].

5.19 [Reserved].

5.20 Swaps. No Specified Loan Party is a party to, nor will it be a party to, any swap agreement whereby such Specified Loan Party has agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination following an event of default thereunder are payable on an unlimited “two-way basis” without regard to fault on the part of either party.

5.21 Business and Property of Specified Loan Parties. Upon and after the Closing Date, Specified Loan Parties and their Subsidiaries (other than PHI Health and AM Equity Holdings) do not propose to engage in any business other than the Permitted Businesses. On the Closing Date, each Specified Loan Party will, and will cause its Subsidiaries to, own all the property and possess all of the rights and Consents necessary for the conduct of the business of such Specified Loan Party or its Subsidiaries.

5.22 Ineligible Securities. Borrowers and its Subsidiaries do not intend to use and shall not use any portion of the proceeds of the Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter, Ineligible Securities being underwritten by a securities Affiliate of Agent or any Lender.

5.23 Federal Securities Laws. None of the Specified Loan Parties nor any of their respective Subsidiaries (i) are, except with respect to securities set forth on Schedule 5.23(i), required to file periodic reports under the Exchange Act, (ii) have, except as set forth on Schedule 5.23(ii), any securities registered under the Exchange Act or (iii) have, except as set forth on Schedule 5.23(iii) filed a registration statement that has become effective under the Securities Act.

5.24 Equity Interests. The authorized and outstanding Equity Interests of each Specified Loan Party and its Subsidiaries, and each legal and beneficial holder thereof as of the Closing Date, are as set forth on Schedule 5.24(a) hereto. All of the Equity Interests of each Specified Loan Party and its Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Specified Loan Party or its Subsidiaries or any of the shareholders of any Specified Loan Party or its Subsidiaries is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Specified Loan Parties and its Subsidiaries. Except as set forth on Schedule 5.24(c), no Specified Loan Party or any if its Subsidiaries has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

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5.25 Commercial Tort Claims. No Domestic Loan Party has any commercial tort claims involving claims in excess of $1,000,000, except as set forth on Schedule 5.25 hereto.

5.26 Letter of Credit Rights. As of the Closing Date, no Domestic Loan Party has any letter of credit rights except as set forth on Schedule 5.26 hereto.

5.27 [Reserved].

5.28 Certificate of Beneficial Ownership. The Certificate of Beneficial Ownership executed and delivered to Agent and Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. The Borrowers acknowledge and agree that the Certificate of Beneficial Ownership is one of the Other Documents.

5.29 [Reserved].

5.30 [Reserved].

5.31 [Reserved].

5.32 [Reserved].

5.33 [Reserved].

5.34 Information with Respect to Certain Aircraft. The information in the Aircraft Collateral Certificate delivered to the Agent from time to time is true, accurate, and complete.

5.35 Sanctions and other Anti-Terrorism Laws. No (a) Covered Entity or (x) any of its officers, directors or, to the knowledge of each Loan Party, affiliates, consultants, brokers or agents acting on a Covered Entity’s behalf in connection with this Agreement, or (y) to the knowledge of each Loan Party, any of its employees: (i) is a Sanctioned Person; (ii) directly, or indirectly through any third party, is engaged in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction, or any transactions or other dealings that otherwise are prohibited by any Ant-Terrorism Laws; (b) Collateral is Embargoed Property.

5.36 Anti-Corruption Laws. Each Covered Entity (a) has conducted its business in compliance with all Anti-Corruption Laws and (b) has instituted and maintains policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.

VI. AFFIRMATIVE COVENANTS.

As used in this Article VI, each reference to Specified Loan Party or Specified Loan Parties and its or their Subsidiaries shall, in each such cases, be deemed to exclude AM Equity Holdings and PHI Health and their respective Subsidiaries. Each Specified Loan Party agrees, until payment in full of the Obligations and termination of this Agreement, that:

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6.1 Compliance with Laws. Each Specified Loan Party shall, and shall cause its Subsidiaries to, comply in all material respects with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Specified Loan Party’s and its Subsidiaries’ business the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard).

6.2 Conduct of Business and Maintenance of Existence and Assets. Each Specified Loan Party shall, and shall cause its Subsidiaries to, (a) conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including all Intellectual Property and take all actions necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so could reasonably be expected to have a Material Adverse Effect.

6.3 Books and Records. Each Specified Loan Party shall keep proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Loan Parties.

6.4 Payment of Taxes. Each Specified Loan Party shall, and shall cause its Subsidiaries to, pay, when due, all Charges lawfully levied or assessed upon such Specified Loan Party and its Subsidiaries or any of the Collateral, including real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes. Agent will not pay Charges to the extent that any applicable Specified Loan Party has Properly Contested those Charges. The amount of any payment by Agent under this Section 6.4 shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations and, until Specified Loan Parties shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has been made), Agent may hold without interest any balance standing to Borrowers’ credit and Agent shall retain its security interest in and Lien on any and all Collateral held by Agent.

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6.5 Financial Covenants.

(a) Fixed Charge Coverage Ratio. The Borrowers shall cause to be maintained as of the end of each fiscal quarter beginning December 31, 2023, a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00, for the four (4) fiscal quarters then ended.

(b) Net Leverage Ratio. The Borrowers shall cause to be maintained as of the end of each fiscal quarter beginning December 31, 2023, a Net Leverage Ratio of not greater than 3.50 to 1.00, for the four (4) fiscal quarters then ended.

(c) Equity Cure Right. Notwithstanding the foregoing Section 6.5(a) and (b), if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and/or (b) (a “Curable Default”), an equity contribution resulting from Borrowers issuing Equity Interests in exchange for cash, in an amount (the “Specified Contribution”) sufficient to, when added to Adjusted EBITDA as more fully set forth below, cause Borrowers to be in compliance with Section 6.5(a) or (b) after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8, will, at the written request of Borrowing Agent, and without duplicative effect, be included in the calculations of Adjusted EBITDA solely for the purposes of determining compliance with such applicable financial covenant at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5(a) and/or (b); (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating Adjusted EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Adjusted EBITDA or that include Adjusted EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period; (d) there shall be no more than eight (8) Specified Contributions made during the Term; and (e) the proceeds of all Specified Contributions will be paid to Agent and applied in accordance with the Order of Other Collateral Proceeds Application. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral or any other rights and remedies provided in Section 11.1. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.

6.6 Insurance.

(a) Each Domestic Loan Party shall, and shall cause its domestic Subsidiaries to, (i) keep all its insurable properties and properties in which such Domestic Loan Party has an interest insured against the hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to such Domestic Loan Party’s including business

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interruption insurance; (ii) maintain a bond in such amounts as is customary in the case of companies engaged in businesses similar to such Domestic Loan Party insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers and employees who may either singly or jointly with others at any time have access to the assets or funds of such Domestic Loan Party either directly or through authority to draw upon such funds or to direct generally the disposition of such assets; (iii) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; (iv) maintain all such worker’s compensation or similar insurance as may be required under the laws of any state or jurisdiction in which such Domestic Loan Party is engaged in business; (v) furnish Agent with (A) copies of all policies and evidence of the maintenance of such policies by the renewal thereof before any expiration date, and (B) appropriate lender loss payable endorsements in form and substance satisfactory to Agent, naming Agent as an additional insured and mortgagee and/or lender loss payee (as applicable) as its interests may appear with respect to all insurance coverage referred to in clauses (i) and (iii) above, and providing (I) that all proceeds thereunder shall be payable to Agent, (II) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy, and (III) that such policy and lender loss payable clauses may not be cancelled, amended or terminated unless at least thirty (30) days prior written notice is given to Agent (or in the case of non-payment, at least ten (10) days prior written notice). In the event of any loss thereunder, the carriers named therein hereby are directed by Agent and the applicable Domestic Loan Party to make payment for such loss to Agent and not to such Domestic Loan Party and Agent jointly. If any insurance losses are paid by check, draft or other instrument payable to any Domestic Loan Party and Agent jointly, Agent may endorse such Domestic Loan Party’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash.

(b) To the extent Domestic Loan Parties have granted a Mortgage to Agent, for the benefit of itself and the Lenders, each Domestic Loan Party shall take all actions required under the Flood Laws and/or requested by Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a Mortgage in favor of Agent, for the benefit of Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral, and thereafter maintaining such flood insurance in full force and effect for so long as required by the Flood Laws.

(c) Agent is hereby authorized to approve claims under insurance coverage referred to in Sections 6.6(a)(i), and (iii) and 6.6(b) above. Solely in the event that Domestic Aircraft Collateral NOLV is less than $75,000,000 at the time of receipt by Domestic Loan Parties of any loss recoveries under any insurance policies referred to in this Section 6.6, the Net Proceeds of such recoveries shall be applied to the Obligations in accordance with the (x) Order of Aircraft Proceeds Application, with respect to any recoveries of Aircraft Collateral, and (y) Order of Other Collateral Proceeds Application, with respect to any recoveries of Collateral other than Aircraft Collateral; provided that, in each case of (x) and (y), any such Net Proceeds may be reinvested within 18 months after receipt of such payments (or such longer period as the Agent may agree in its sole discretion) to rebuild or purchase assets (other than securities or cash) to be used by the Domestic Loan Parties in a Permitted Business. For so long as the Domestic Aircraft Collateral NOLV is greater than or equal to $75,000,000 at the time any loss recoveries under any insurance policies referred to in this Section 6.6 are received, the Domestic Loan Parties may retain and use all such proceeds for any purpose not prohibited by this Agreement. If any Domestic Loan Party fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of such Domestic Loan Party, which payments shall be charged to Borrowers’ Account and constitute part of the obligations.

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(d) Aircraft Collateral Insurance. Each Borrower shall, or shall cause each relevant Lessee to, at Borrowers’ expense, maintain insurance respecting each of Borrower’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily insured against by other Persons engaged in same or similar businesses and similarly situated and located including, without limitation, the following coverages:

(i) Insurance Covering Aircraft and Engines. (A) Aircraft hull all risks and aircraft hull war risks insurance in respect of each Aircraft owned or managed by any Borrower (both in flight and on the ground), (B) aircraft parts insurance (and cause aircraft hull war risks insurance endorsed to cover the foregoing Aircraft Collateral in respect of Engines not attached to any Aircraft), in each case, on an agreed value basis and (C) in respect of engine parts and aviation related specialty tools, equipment and ramp/ground handling equipment, in each of clauses (A) and (B), in an amount not less than $17,500,000 and otherwise in conformity with the requirements set forth below subsection (d) hereof and any requirements set forth in any relevant Aircraft Mortgage and in the case of (C) in an amount equal to the replacement value.

(ii) Aircraft and other General Liability. Aircraft third party legal insurance (including, without limitation, bodily injury, property damage, personal injury, passenger legal liability, premises liability, hangar keepers legal liability and products liability and war risk and extended liability coverage in accordance with AVN 52D or AVN 52E) in respect of each Aircraft and each Engine owned or managed by any Borrower and other general aviation liability, in an amount not less than the minimum liability coverage (determined as $100,000,000 per aircraft for any one occurrence (but in respect of products and personal injury liability, this limit may be an aggregate limit for any and all losses occurring during the currency of the policy)) and upon such terms and conditions as are customary for similarly situated Borrowers, or, in the case of leased assets, in such amount and on such terms as are customary for operators of similar assets on similar routes and, in each case, acceptable to Agent, acting reasonably, and in accordance with the requirements set forth in subsection (d) hereof and the requirements set forth in any relevant Aircraft Mortgage.

(iii) Leased Aircraft / Engines. In lieu of the requirements of (i) and (ii) above, should any Aircraft or Engine owned or managed by any Borrower at any time be subject to an Aircraft Lease, Borrowers shall cause the lessee of such Aircraft or Engine to maintain throughout the term of such Aircraft Lease, the insurances described in (i) and (ii) above and, in each case, in conformity with the requirements set forth in (iv) below and with the requirements of any relevant Aircraft Mortgage in respect of such Aircraft or Engine.

(iv) Other Requirements. All insurance required by this Agreement shall: (i) if separate hull “all risks” and “war risks” insurances are arranged, include a 50/50 provision in accordance with market practice (AVS 103 is the current London market language); (ii) confirm that the insurers are not entitled to replace an Aircraft in the event of an insured Event of Loss; (iii) provide cover denominated in Dollars and any other currencies that any Domestic Loan Party as lessor under any applicable Aircraft Lease may reasonably require in relation to liability insurance; and (iv) operate on a worldwide basis subject to such limitations and exclusions as may be contained in the applicable Aircraft Lease.

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(v) All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent in its Permitted Discretion and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). No later than the Closing Date, Borrower shall deliver insurance certificates to Agent for all insurance policies required above, which shall (i) name Agent and each Lender as an “additional insured” if such policy is a liability policy, (ii) name Agent for itself and on behalf of the Lenders as “contract party” or “loss payee” for all property, hull, or spares policy, and for all insurance required above, (iii) provide that, Agent and each Lender shall be notified in writing by the insurer(s) of any proposed cancellation, termination or material change in respect of such policy, at least thirty (30) days prior to any proposed cancellation, termination or material change and seven (7) days in respect of cancellation for war risk (or such lesser period that may be stated in any automatic termination provision in such policy), (iv) contain a waiver of subrogation in favor of Agent for itself and on behalf of the Lenders; (v) contain a breach of warranty provision in favor of the Agent and Lender, (vi) provide that the insurance shall be primary and without right of contribution from any other insurance which may be available to Agent and Lenders, (vii) provide that Agent and Lenders have no responsibility for premiums, warranties or representations to underwriters, except for such premium that may be directly attributable to a particular aircraft, engine or parts that are subject of a claim, and (viii) comply with the requirements of any relevant Aircraft Mortgage in respect of such Aircraft or Engine. If any Borrower or its Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims.

6.7 Payment of Indebtedness and Leasehold Obligations. Each Specified Loan Party shall, and shall cause its Subsidiaries to, pay, discharge or otherwise satisfy (i) at or before maturity (subject, where applicable, to specified grace periods) all its Indebtedness, except when the failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being Properly Contested, subject at all times to any applicable subordination arrangement in favor of Lenders and (ii) when due its rental obligations under all leases under which it is a tenant, and shall otherwise comply with all other terms of such leases and keep them in full force and effect, except when the failure to keep them in full force and effect could not reasonably be expected to have a Material Adverse Effect.

6.8 Environmental Matters. Each Domestic Loan Party shall, following a grant of a Mortgage:

(a) Conduct all operations in compliance with all Environmental Laws and use any and all Hazardous Materials on any Real Property in compliance with Environmental Laws, except for failure to comply or manage that could not reasonably be expected to have a Material Adverse Effect.

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(b) Conduct any investigation or remedial action required pursuant to Environmental Law in response to any Hazardous Discharge or Environmental Complaint, except where the failure to conduct could not reasonably be expected to have a Material Adverse Effect.

6.9 Standards of Financial Statements. Each Specified Loan Party shall cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable).

6.10 Federal Securities Laws. Specified Loan Parties shall promptly notify Agent in writing if any Specified Loan Party or any of their Subsidiaries (i) is required to file periodic reports under the Exchange Act, (ii) registers any securities under the Exchange Act or (iii) files a public registration statement under the Securities Act.

6.11 Execution of Supplemental Instruments. Each Specified Loan Party shall, and shall cause its Subsidiaries to, execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or documents relating to the Collateral, and such other instruments as Agent may request, in order that the full intent of this Agreement may be carried into effect.

6.12 Negative Pledge Agreements. Each Domestic Loan Party shall, concurrently with its acquisition of any Material Real Property, deliver to Agent, a duly executed Negative Pledge Agreement with respect to such Material Real Property.

6.13 Government Receivables. Each Borrowing Base Party, as applicable, shall take all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of Claims Act, the Uniform Commercial Code and all other applicable state or local statutes or ordinances and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of any contract between any Borrowing Base Party and the United States, any state or any department, agency or instrumentality of any of them.

6.14 [Reserved].

6.15 Keepwell. If it is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified ECP Loan Party, each Loan Party hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its

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obligations under this Section 6.15, or otherwise under this Agreement or any Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the Other Documents. Each Qualified ECP Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the CEA.

6.16 Certificate of Beneficial Ownership and Other Additional Information. Borrowers shall provide to Agent and the Lenders: (i) confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Agent and Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to Agent and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such other information and documentation as may reasonably be requested by Agent or any Lender from time to time for purposes of compliance by Agent or such Lender with applicable laws (including without limitation the USA Patriot Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by Agent or such Lender to comply therewith.

6.17 [Reserved].

6.18 Post-Closing Obligations. Loan Parties shall cause the conditions set forth on Schedule 6.18 hereto to be satisfied in full, on or before the date specified for each such condition, time being of the essence, and each to be reasonably satisfactory, in form and substance as applicable, to Agent in its Permitted Discretion.

6.19 After-Acquired Aircraft Collateral. Upon the acquisition by any Borrower or any Guarantor after the Closing Date of any after acquired property that such Borrower or Guarantor intends to form part of the Aircraft Collateral (provided that, such Borrower or Guarantor shall have sole discretion to determine whether such property is intended to form a part of the Aircraft Collateral unless a Default or an Event of Default has occurred and is continuing, in which case the Agent may demand such property, to the extent it is capable, form a part of the Aircraft Collateral), such Borrower or such Guarantor shall execute and deliver, within 90 days of such acquisition an updated Aircraft Collateral Certificate together with any other information, documentation (including Aircraft Mortgages and supplements thereto), financing statements, certificates and legal opinions as may be necessary or advisable, in the Permitted Discretion of Agent, to vest in the Agent, a perfected security interest, subject only to Permitted Encumbrances, in such after acquired property and to have such after acquired property added to the Aircraft Collateral and thereupon all provisions of this Agreement relating to the Aircraft Collateral shall be deemed to relate to such after acquired property to the same extent and with the same force and effect.

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6.20 Aircraft Collateral Information.

(a) For each Aircraft or Engine included as Aircraft Collateral in respect of which a certificate of airworthiness is not delivered to the Agent on the Closing Date, such Aircraft or Engine possesses all required equipment and would be capable of receiving a certificate of airworthiness on such date.

(b) Each Aircraft Collateral Owner listed in the Aircraft Collateral Certificate has full title of each Airframe, Engine and Spare Engine as described therein. Neither any Aircraft Collateral Owner nor any lessee under an Aircraft Lease nor any Disclosed Sublessee has granted to any person other than the Agent (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as Healthcare Credit Agreement 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 Agreement, and to otherwise lawfully operate, possess, use and maintain the applicable Aircraft Collateral in accordance with the Other Documents.

(d) Each asset identified as Aircraft Collateral in the Aircraft Collateral Certificate satisfies the requirements for Aircraft Collateral (other than any Agent-discretionary criteria) and the related Perfection Requirements.

(e) Each Aircraft and Engine identified as Aircraft Collateral in the Aircraft Collateral Certificate shall at all times be subject to an Aircraft Mortgage. For the avoidance of doubt, on the Closing Date the Aircraft and Engines set forth in the Aircraft Collateral Certificate shall be subject to that certain Aircraft Mortgage to be filed with the FAA on the Closing Date (and each such Aircraft and Engine shall be listed in Exhibit A of such Aircraft Mortgage).

(f) Each Borrower will keep or cause to be kept correct, up-to-date and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ material assets that are identified by Borrowers as Aircraft Collateral in the Aircraft Collateral Certificate submitted to Agent, and the book value thereof.

(g) For the avoidance of doubt, (i) no Borrower shall be required to include any newly acquired or newly owned Aircraft, Engine or Part in the Aircraft Collateral Certificate, other than as required pursuant to Sections 4.13(d) or 6.19 hereof and (ii) after the Closing Date, so long as Domestic Aircraft Collateral NOLV is at least equal to $75,000,000, no Borrower shall be required to pledge any other Aircraft, Engine or Part to Agent.

6.21 Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws.

(a) The Loan Parties covenant and agree that: (A) they shall immediately notify the Agent and each of the Lenders in writing upon becoming aware of the occurrence of a Reportable Compliance Event; and (B) if, at any time, any Collateral becomes Embargoed Property, then, in addition to all other rights and remedies available to the Agent and each of the Lenders, upon request by the Agent or any of the Lenders, the Loan Parties shall provide substitute Collateral acceptable to the Agent that is not Embargoed Property.

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(b) Each Covered Entity shall conduct its business in compliance with all Anti-Corruption Laws and maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.

VII. NEGATIVE COVENANTS.

As used in this Article VII, each reference to Specified Loan Party or Specified Loan Parties and its or their Subsidiaries, in such cases, the reference to such Subsidiaries shall be deemed to exclude AM Equity Holdings and PHI Health and their respective Subsidiaries. Each Specified Loan Party agrees, until satisfaction in full of the Obligations and termination of this Agreement, that:

7.1 Merger, Consolidation, Acquisition and Sale of Assets.

(a) Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge with it, except (i) any Borrower may merge, consolidate or reorganize with another Borrower or acquire the assets or Equity Interest of another Borrower so long as such Borrower provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (ii) any Guarantor may merge, consolidate or reorganize with another Guarantor or acquire the assets or Equity Interest of another Guarantor so long as such Guarantors provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (iii) any non-Loan Party may merge, consolidate or reorganize with any Borrower; provided that such Borrower (x) is the surviving entity of such merger, consolidation or reorganization and (y) provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (iv) any non-Loan Party may merge, consolidate or reorganize with any other non-Loan Party, (v) any Permitted Acquisition and (vi) any Permitted IPO Reorganization.

(b) Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, sell, lease, transfer or otherwise Dispose of any of its Collateral (including, in each case, by way of an LLC Division), except:

(i) the sale of Inventory in the Ordinary Course of Business;

(ii) the Disposition of Aircraft Collateral outside the Ordinary Course of Business in an aggregate amount not to exceed $50,000,000 following the Closing Date; provided that (x) the Net Proceeds therefrom are applied in accordance with Section 2.20(a)(i), and (y) immediately after giving effect to such Disposition, the Loan Parties are in compliance with Section 4.13(a);

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(iii) the Disposition of Collateral (including Aircraft Collateral) subject to the following:

(1) the Borrowing Agent or such Subsidiary receives consideration at the time of such Disposition at least equal to the fair market value of the assets included in such Disposition;

(2) at least 75% of the total consideration received in such Disposition consists of cash or Cash Equivalents; and

(3) the Net Proceeds therefrom are applied in accordance with Section 2.20(a); provided, for the avoidance of doubt, if Borrowers fail to reinvest the proceeds of such disposition pursuant to Section 2.20(a) within the time period specified therein, the Net Proceeds to be applied pursuant to this clause (3), shall be based on the amount attributable to clause (1) with respect to such Disposition;

(iv) a transfer of assets (1) by any Loan Party to a Loan Party, (2) by a Subsidiary of a Borrower to a Borrower, (3) by a Foreign Subsidiary to another Foreign Subsidiary that is a Loan Party, (4) by a Foreign Subsidiary that is not a Loan Party to another Foreign Subsidiary that is not a Loan Party, and (5) by any Loan Party to any non-Loan Party (who nonetheless is an Affiliate of a Borrower), subject to in the case of this clause (5), an aggregate amount not to exceed $30,000,000 in the aggregate following the Closing Date;

(v) uses of cash or Cash Equivalents in the Ordinary Course of Business;

(vi) the creation or realization of any Permitted Aircraft Lien or a Disposition in connection with a Permitted Aircraft Lien;

(vii) transfers of obsolete, damaged or worn out Collateral, collectively, in an aggregate amount not to exceed $20,000,000 following the Closing Date; provided that in the event that the Domestic Aircraft Collateral NOLV is less than $75,000,000 upon the date such transfer is consummated, the Net Proceeds received therefrom are applied in accordance with Section 2.20(a);

(viii) a transfer of assets by any Loan Party to any other Loan Party (subject to Section 4.13 in respect of Aircraft Collateral);

(ix) Dispositions in connection with any Sale and Leaseback Transaction so long as, solely in the event that the Domestic Aircraft Collateral NOLV is less than $75,000,000 upon the date such Sale and Leaseback Transaction is consummated, the Net Proceeds therefrom are applied in accordance with Section 2.20(a)(i);

(x) 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; provided that the Net Proceeds therefrom are applied in accordance with Section 2.20(a);

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(xi) Dispositions comprised of compromises, adjustments to the amount, extensions of time for payment, returns of merchandise, discounts or credits in respect of Receivables agreed to in the Ordinary Course of Business;

(xii) the sale of Receivables pursuant to a Permitted Factoring Arrangement;

(xiii) the Disposition of the Equity Interests of any Immaterial Entity;

(xiv) the Disposition of the Equity Interests of PHI Corporate or PHI Aviation in connection with a Permitted IPO Reorganization; and

(xv) an issuance, sale, transfer or other disposition of Equity Interests by a Loan Party to another Loan Party.

7.2 Creation of Liens. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter created or acquired, except Permitted Encumbrances.

7.3 Guarantees. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, become liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except (a) as disclosed on Schedule 7.3, (b) unsecured guarantees made in the Ordinary Course of Business, (c) guarantees by one or more Loan Parties of the Indebtedness or obligations of any other Loan Parties to the extent such Indebtedness or obligations are permitted to be incurred and/or outstanding pursuant to the provisions of this Agreement, and (d) the endorsement of checks in the Ordinary Course of Business.

7.4 Investments. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, other than Permitted Investments.

7.5 Loans. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate other than Permitted Loans.

7.6 [Reserved].

7.7 Restricted Payments. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, declare, pay or make any Restricted Payment other than:

(a) Restricted Payments made pursuant to Restricted Payment Conditions;

(b) Restricted Payments to the other Loan Parties;

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(c) Restricted Payment made for the redemption of any Equity Interests of the Borrower or any Subsidiary of the Borrower held by any of the Borrower’s (or any of its Subsidiaries’) current or former directors or employees (or their transferees, estates or beneficiaries under their estates) and any other payments 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 and any other such payments may not exceed $2,500,000 in the aggregate in any 12-month period;

(d) Restricted Payments in cash to any direct or indirect parent of any 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, consulting, advisory and similar expenses payable to third parties) that are reasonable and customary and, in each case, that are solely attributable to the Borrowers and their respective Subsidiaries;

(e) Restricted Payments among Affiliates constituting Permitted Investments;

(f) payments of any dividends or other distributions by any Subsidiary of the Borrowing Agent to the direct Parent of such Subsidiary of the Borrowing Agent;

(g) payments of any dividends or other distributions to the direct Parent of any Subsidiary of the Borrowing Agent or the consummation of any irrevocable redemption to the direct Parent of any Subsidiary of the Borrowing Agent within sixty (60) days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this Section 7.7;

(h) Restricted Payments owed to former management previously identified to the Agent relating to amounts previously due to such shareholders as of December 2021 in an aggregate amount not to exceed $10,000,000 subject to compliance with the Investment Payment Conditions to the extent any such Restricted Payment causes the aggregate amount of Restricted Payments made pursuant to this clause (h) to exceed $4,500,000;

(i) Restricted Payments to comply or enable compliance with the obligations under any “tax receivable agreement” established in connection with a Permitted IPO Reorganization (provided that, prior to entering into such agreement, Agent provides written approval of such agreement for purposes of the exclusions of such payments from this Section 7.7 (such approval not to be unreasonably withheld, conditioned or delayed in respect of any customary “tax receivable agreement”));

(j)

(i) for any taxable period in which the Borrowers are classified as a disregarded entity or a partnership for U.S. federal and/or applicable state or local income tax purposes, Restricted Payments by any such Borrower (and any direct or indirect owner of such Borrower; provided that such direct or indirect owner are classified as disregarded entities, partnerships, or members of a consolidated, unitary or combined group for U.S. federal and/or applicable state or local income tax purposes) to any direct or indirect owner of such Borrower in the aggregate amount required for such owner to discharge its aggregate U.S. federal, state and local income and franchise tax liabilities (including, but without duplication, estimated taxes) to the extent attributable to the taxable income of the Borrowers and their Subsidiaries;

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(ii) for any taxable period in which any of the Borrowers is treated as a corporation for U.S. federal income tax purposes that is a member of a consolidated, combined or unitary group for such purposes, Restricted Payments by any such Borrower (and any direct or indirect owner of such Borrower) to permit the member of the group required to pay the taxes of the group to discharge the U.S. federal, state and local income and franchise income tax liabilities imposed on it to the extent attributable to such Borrower and its Subsidiaries (without duplication of any such taxes paid by the Borrowers and their Subsidiaries); and

(iii) Restricted Payments necessary to pay (or to allow any direct or indirect parent company thereof to pay) franchise or similar taxes, and other fees and expenses to the extent required to maintain its (or any such direct or indirect parents’) corporate or legal existence;

(k) after the Separation Date, fees and expenses (including ongoing compliance costs and listing expenses) related to any equity or debt offering, including in connection with a Qualifying IPO (whether or not consummated), in each case, subject to compliance with the Investment Payment Conditions;

(l) upon and following a Qualifying IPO, Restricted Payments in an amount not to exceed 6.0% per annum of the net cash proceeds received in connection therewith, in each case, subject to compliance with the Restricted Payment Conditions;

(m) payments made or expected to be made by the Loan Parties or any Subsidiary in respect of withholding or similar taxes payable with respect to payments to any future, present or former employee, director, officer, member of management or consultant (or their respective affiliates or immediate family members or permitted transferees) of the Loan Parties, any Subsidiary or any direct or indirect parent company;

(n) Cash payments, or loans, advances, dividends or distributions to any direct or indirect parent company to make payments, in lieu of issuing fractional shares in connection with share dividends, share splits, reverse share splits, mergers, consolidations, amalgamations or other business combinations and in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrowers, any Subsidiary or any direct or indirect parent company, in each case, subject to compliance with the Investment Payment Conditions;

(o) following the occurrence of a Qualifying IPO, the Loan Parties or any Subsidiary may make regular quarterly dividends subject to compliance with the Restricted Payment Conditions; and

(p) following the earlier of the occurrence of a Qualifying IPO or the Separation Date, solely to the extent constituting a Restricted Payment and consistent with prior practices and in the Ordinary Course of Business, (i) reimbursements payable to PHI Group or PHI Corporate relating to costs incurred in providing corporate overhead services to such Loan Parties and/or Subsidiaries in proportion to the services rendered on behalf of such Loan Party or Subsidiary and (ii) payments to PHI Aviation for maintenance and repair services.

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7.8 Indebtedness. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.

7.9 Nature of Business. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, substantially change the nature of the business in which it is presently engaged, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the Ordinary Course of Business for assets or property which are useful in, necessary for and are to be used in its business as presently conducted.

7.10 Transactions with Affiliates. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (i) transactions among Borrowers, Guarantors and their respective Subsidiaries which are not expressly prohibited by the terms of this Agreement and which are in the Ordinary Course of Business, including for the avoidance of doubt, subject to Section 4.8, cash management arrangements in the Ordinary Course of Business and consistent with prior practice, (ii) payment by Borrowers, Guarantors and their respective Subsidiaries of dividends and distributions permitted under Section 7.7 hereof, (iii) transactions which are in the Ordinary Course of Business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate, (iv) Restricted Payments and Investments made in accordance with Sections 7.4 and 7.7, (v) 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, (vi) reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes consistent with past practices in the Ordinary Course of Business, (vii) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Loan Parties or any direct or indirect parent of the Loan Parties in the Ordinary Course of Business to the extent attributable to the ownership or operation of the Loan Parties, (viii) following the earlier of the occurrence of a Qualifying IPO or the Separation Date, transactions consistent with prior practices and in the Ordinary Course of Business relating to (i) corporate overhead services provided by PHI Group or PHI Corporate and (ii) maintenance and repair services provided by PHI Aviation.

7.11 [Reserved].

7.12 Subsidiaries. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to:

(a) Form any Subsidiary, directly or indirectly, unless such Subsidiary (i) is not a Foreign Subsidiary other than a Foreign Subsidiary organized under the laws of a Specified Foreign Jurisdiction, (ii) at Agent’s discretion, (x) expressly joins in this Agreement as a borrower and becomes jointly and severally liable for the obligations of Borrowers hereunder, under the Notes, and under any other agreement between any Borrower and Lenders, or (y) becomes a Guarantor with respect to the Obligations and, subject to the Agent’s discretion, executes a Security Agreement in favor of Agent, and (iii) Agent shall have received all documents, including without limitation, legal opinions and appraisals it may reasonably require to establish compliance with each of the foregoing conditions in connection therewith.

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(b) Enter into any partnership, joint venture or similar arrangement other than those (i) existing on the Closing Date and set forth on Schedule 7.12, (ii) to which the Agent has consented to in writing or (iii) that are otherwise permitted pursuant to other provisions of this Agreement.

7.13 Fiscal Year and Accounting Changes. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, change its fiscal year from December 31 or make any significant change (i) in accounting treatment and reporting practices except as required by GAAP or (ii) in tax reporting treatment except as required by law.

7.14 Pledge of Credit. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, now or hereafter pledge Agent’s or any Lender’s credit on any purchases, commitments or contracts or for any purpose whatsoever or use any portion of any Advance in or for any business other than such Specified Loan Party’s business operations as conducted on the Closing Date.

7.15 Amendment of Organizational Documents. Each Domestic Loan Party will not, and will not permit any of its Subsidiaries to, (i) change its legal name, (ii) change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), (iii) change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one jurisdiction, or (iv) otherwise amend, modify or waive any term or material provision of its Organizational Documents unless required by law, in any such case without (x) giving at least thirty (30) days prior written notice of such intended change to Agent, (y) having received from Agent confirmation that Agent has taken all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral belonging to such Domestic Loan Party and in the Equity Interests of such Domestic Loan Party and (z) in any case under clause (iv), having received the prior written consent of Agent and Required Lenders to such amendment, modification or waiver.

7.16 Compliance with ERISA. No Specified Loan Party shall, and no Specified Loan Party shall permit its Subsidiaries to, allow the occurrence of any Termination Event that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

7.17 Prepayment of Indebtedness. Each Specified Loan Party will not, and will not permit any of its domestic Subsidiaries to, at any time, directly or indirectly, prepay any Indebtedness (other than to Lenders) for borrowed money, or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Specified Loan Party or any Subsidiary of any Specified Loan Party (other than prepayments in respect of (x) intercompany indebtedness and (y) senior Indebtedness (including the Healthcare Credit Agreement)) unless the Restricted Payment Conditions are satisfied at the time of such payment.

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7.18 State of Registration; Aircraft Collateral Owner. The Loan Parties will not cause or permit (i) the deregistration of any Aircraft constituting Aircraft Collateral from the FAA (or Aviation Authority in a Permitted Foreign Jurisdiction in accordance with and subject to the thresholds set forth in Section 4.13) and/or registration of such Aircraft in any State of Registration other than the United States (or a Permitted Foreign Jurisdiction in accordance with and subject to the thresholds set forth in Section 4.13), or (ii) transfer of ownership and title of Aircraft Collateral to an entity that is not organized under the laws of any State of the United States of America or the District of Columbia, a Permitted Foreign Jurisdiction or such other jurisdiction agreed to by Agent in its Permitted Discretion, in each case without the Agent’s prior written consent in accordance with Section 4.13(b).

7.19 [Reserved].

7.20 Membership / Partnership Interests. Each Specified Loan Party will not, and will not permit any of its Subsidiaries to, designate or permit any of their Subsidiaries to (a) treat their limited liability company membership interests or partnership interests, as the case may be, as securities as contemplated by the definition of “security” in Section 8-102(15) and by Section 8-103 of Article 8 of the Uniform Commercial Code or (b) certificate their limited liability membership interests or partnership interests, as applicable.

7.21 Sanctions and other Anti-Terrorism Laws. Each Loan Party hereby covenants and agrees that until the last day of the Term, such Loan Party and its Subsidiaries will not: (a) become a Sanctioned Person or allow any employees, officers, directors, affiliates, consultants, brokers and agents acting on their behalf in connection with this Agreement, that is or becomes a Sanctioned Person to have any involvement with their activities under this Agreement or with the proceeds of any facility; (b) directly, or indirectly through a third party, engage in any transactions or other dealings with or for the benefit of any Sanction Person or Sanctioned Jurisdiction, including any use of the proceeds of the Advances to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctions Person or Sanctioned Jurisdiction; (c) repay the Advances with Embargoed Property or funds derived from any unlawful activity; (d) permit any Collateral to become Embargoed Property; or (e) cause any Lender or Agent to violate any Anti-Terrorism Law.

7.22 Anti-Corruption Laws. Each Loan Party hereby covenants and agrees that until the last day of the Term, such Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, use the Advances or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws.

VIII. CONDITIONS PRECEDENT.

8.1 Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent:

(a) Note. Agent shall have received the Notes duly executed and delivered by an authorized officer of each Borrower;

(b) Other Documents. Agent shall have received each of the executed Other Documents, as applicable;

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(c) [Reserved];

(d) [Reserved];

(e) [Reserved];

(f) [Reserved];

(g) Financial Condition Certificates. Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1(g).

(h) Closing Certificate. Agent shall have received a closing certificate signed by a Financial Officer of the Borrowing Agent dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) on such date no Default or Event of Default has occurred or is continuing;

(i) Borrowing Base. Agent shall have received evidence from Borrowers that the aggregate amount of Eligible Receivables is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date;

(j) Revolving Advances. No Revolving Advances shall be requested or made on the Closing Date;

(k) [Reserved];

(l) [Reserved];

(m) [Reserved];

(n) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by this Agreement, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;

(o) [Reserved];

(p) Secretary’s Certificates, Authorizing Resolutions and Good Standings of Loan Parties. Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Loan Party in form and substance satisfactory to Agent dated as of the Closing Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Loan Party authorizing (x) the execution, delivery and

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performance of this Agreement, the Notes (if applicable) and each Other Document to which such Loan Party is a party (including authorization of the incurrence of indebtedness, and if applicable, borrowing of Revolving Advances, Swing Loans, and Term Loans and requesting of Letters of Credit on a joint and several basis with all Borrowers as provided for herein), and (y) the granting by such Loan Party of the security interests in and liens upon the Collateral to secure all of the joint and several Obligations (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Loan Party authorized to execute this Agreement and the Other Documents, (iii) copies of the Organizational Documents of such Loan Party as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such Loan Party in its jurisdiction of organization and each jurisdiction in which qualification and good standing are necessary for such Loan Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Loan Party, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such applicable jurisdiction;

(q) [Reserved];

(r) Legal Opinion. Agent shall have received the executed legal opinion of Milbank LLP, Jones Walker LLP and McAfee & Taft A Professional Corporation in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Agreement, the Notes, the Other Documents, and related agreements as Agent may reasonably require and each Loan Party hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

(s) No Litigation. (i) No litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against any Loan Party or against the officers or directors of any Loan Party in connection with this Agreement, the Other Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Agent which could, in the reasonable opinion of Agent, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature which could, in the reasonable opinion of Agent, have a Material Adverse Effect on any Loan Party or the conduct of its business or inconsistent with the due consummation of the Transactions shall have been issued by any Governmental Body;

(t) Collateral Examination. Agent shall have completed Collateral examinations and received appraisals, the results of which shall be satisfactory in form and substance to Agent, of the Receivables and equipment of each Loan Party and all books and records in connection therewith;

(u) Fees. Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing Date hereunder, including pursuant to Article III hereof and the Fee Letter entered into on the Closing Date;

(v) Pro Forma Financial Statements. Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Agent;

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(w) Insurance. Agent shall have received in form and substance satisfactory to Agent, (i) evidence that adequate insurance, including without limitation, casualty and liability insurance, required to be maintained under this Agreement is in full force and effect, and (ii) insurance certificates issued by Loan Parties’ insurance broker containing such information regarding Loan Parties’ casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured, lenders loss payee and/or mortgagee, as applicable;

(x) Lien Searches. Agent shall have received the Uniform Commercial Code, bankruptcy, judgment, litigation and tax lien searches in respect of each Loan Party, which results shall show no Liens on the Collateral other than Permitted Encumbrances;

(y) Prior Indebtedness. A payoff letter from any holder of Indebtedness not constituting Permitted Indebtedness, in form and substance satisfactory to Agent, together with such Uniform Commercial Code termination statements, releases of mortgage Liens and other instruments, documents and/or agreements necessary or appropriate to terminate any Liens in favor of any such holder securing the prior indebtedness which is to be indefeasibly paid in full on or prior to the Closing Date, as Agent may request, duly executed and in recordable form, if applicable, and otherwise in form and substance satisfactory to Agent;

(z) Payment Instructions. Agent shall have received written instructions from Borrowing Agent directing the application of proceeds of the initial Advances made pursuant to this Agreement;

(aa) Consents. Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall deem reasonably necessary;

(bb) No Adverse Material Change. (i) Since December 31, 2022, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect;

(cc) TEB Funding. Texas Exchange Bank shall have wired to Agent, immediately available Dollars in an amount equal to its Term Loan Commitment Percentage of the Term Loan.

(dd) Compliance with Laws. Agent shall be reasonably satisfied that each Loan Party is in compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Anti-Terrorism Laws;

(ee) Certificate of Beneficial Ownership; USA Patriot Act Diligence. Agent and each Lender shall have received, in form and substance acceptable to Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and

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(ff) Other. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Transactions shall be satisfactory in form and substance to Agent and its counsel.

8.2 Conditions to Each Advance. The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advances), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to this Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement, the Other Documents or any related agreement shall be true and correct in all respects on and as of such date as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date);

(b) No Default. No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the Advances requested to be made, on such date; provided, however that Agent, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that any Advances so made shall not be deemed a waiver of any such Event of Default or Default; and

(c) Maximum Advances. In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement.

Each request for an Advance by any Borrower hereunder shall constitute a representation and warranty by each Borrower as of the date of such Advance that the conditions contained in this subsection shall have been satisfied.

IX. INFORMATION AS TO LOAN PARTIES.

Each Specified Loan Party shall, or (except with respect to Section 9.11) shall cause Borrowing Agent on its behalf to, until satisfaction in full of the Obligations and the termination of this Agreement:

9.1 Disclosure of Material Matters. Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectability of any portion of the Collateral, including any Domestic Loan Party’s reclamation or repossession of, or the return to any Domestic Loan Party of, a material amount of goods or claims or disputes asserted by any Customer or other obligor or any Lien, other than any Permitted Encumbrance, placed upon or asserted against any Specified Loan Party or any Collateral.

9.2 Schedules. Deliver to Agent (i) on or before the thirtieth (30^th) day of each month as and for the prior month (a) accounts receivable agings inclusive of reconciliations to the general ledger in form and substance satisfactory to Agent in its Permitted Discretion, (b) accounts payable schedules inclusive of reconciliations to the general ledger in form and substance satisfactory to Agent in its Permitted Discretion, (c) [Reserved], and (d) a Borrowing Base Certificate in form

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and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement), (ii) on or before the last day of every June and December during the Term commencing December 31, 2023, an updated Aircraft Collateral Certificate, and (iii) at any time when an Event of Default is in existence, on or before Friday of each such week, a sales report / roll forward for the prior week. In addition, each Borrowing Base Party will deliver to Agent at such intervals as Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent and executed by Borrowing Agent and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and any Borrowing Base Party’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Agent, the items to be provided under this Section 9.2 shall be delivered to Agent by the specific method of Approved Electronic Communication designated by Agent.

9.3 Environmental Reports. In the event any Domestic Loan Party has delivered a Mortgage to Agent, for the benefit of itself and Lenders: Promptly notify Agent in writing of its receipt of any notice of any Release or threat of Release of any Hazardous Materials at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”), any notification that it is potentially responsible for investigation or cleanup of environmental conditions at the Real Property, or any demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or the operations or the business (any of the foregoing is referred to herein as an “Environmental Complaint”) from any Person, including any Governmental Body. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Collateral and is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto.

9.4 Litigation. Promptly notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting any Borrower, any Guarantor or any of their Subsidiaries, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably be expected to have a Material Adverse Effect.

9.5 Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (i) any Event of Default or Default; (ii) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (iii) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Specified Loan Party to a tax imposed by Section 4971 of the Code; (iv) each and every default by any Specified Loan Party which might result in the acceleration of the maturity of any Indebtedness, including the names and addresses

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of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (v) the occurrence of a termination of, or the receipt by the Loan Party of any notice of the termination of any one or more Material Contract of any Loan Party and (vi) any other development in the business or affairs of any Borrower, any Guarantor or any of their Subsidiaries, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Loan Parties propose to take with respect thereto.

9.6 [Reserved].

9.7 Annual Financial Statements. Furnish Agent within 150 days after the end of each fiscal year of the Borrowers commencing with the fiscal year ending December 31, 2023, financial statements including, but not limited to, statements of income and stockholders’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon by an independent certified public accounting firm selected by Borrowers and satisfactory to Agent (the “Accountants”), which report shall not be subject to any qualification as to “going concern” or like qualification (other than with respect to the impending maturity of the Obligations or the obligations under the Healthcare Credit Agreement); provided that, (x) prior to the Separation Date, such annual audited financial statements shall be issued by PHI Group and its Subsidiaries on a consolidated basis and, with respect to the fiscal year during which the Separation Date occurs, may at the option of the Borrowers include the period from the Separation Date through the end of such fiscal year during which the Separation Date occurs, (y) prior to the Separation Date, such annual audited financial statements shall be accompanied by a supplementary report on the results of the Borrowers and their Subsidiaries and (z) with respect to the first full fiscal year following the Separation Date, such annual audited financial statements shall be issued by the Borrowers on a Consolidated Basis. In addition, the reports shall be accompanied by a Compliance Certificate.

9.8 Quarterly Financial Statements. Furnish Agent within forty-five (45) days after the end of each fiscal quarter commencing with the fiscal quarter ending December 31, 2023, an unaudited balance sheet of Borrowers on a Consolidated Basis and unaudited statements of income and stockholders’ equity and cash flow of Borrowers on a Consolidated Basis reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Borrowers’ business operations and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. The reports shall be accompanied by (i) intercompany balances on the balance sheet (including cash balances and activity per Loan Party) in form and substance satisfactory to Agent in its Permitted Discretion, and such further schedules, documents and/or information in respect of such intercompany balances as Agent may reasonably request, and (ii) a Compliance Certificate.

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9.9 Monthly Financial Statements. If the Usage Amount is greater than 37.5% of the Maximum Revolving Advance Amount as of the end of any month, furnish Agent within (i) forty-five (45) days, if no Reporting Trigger Period exists, or (ii) thirty (30) days, during a Reporting Trigger Period, in each case, after the end of each month (other than for the months of March, June, September and December which shall be delivered in accordance with Sections 9.7 and 9.8 as applicable), an unaudited statement of income of Borrowers on a Consolidated Basis reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Borrowers’ business operations and setting forth in comparative form the unaudited statement of income for the corresponding date and period in the previous fiscal year.

9.10 Other Reports. Furnish to Agent, to the extent not otherwise publicly available, within ten (10) days following Agent’s request therefor (a) copies of such financial statements, reports and returns as each Loan Party shall send to its stockholders or members, as applicable and (b) without duplication of any obligations with respect to any such information that is otherwise required to be delivered under the provisions of this Agreement or any Other Document, copies of (i) upon and after the consummation of a Qualifying IPO, all financial statements, reports, notices and proxy statements sent or made available generally by any Loan Party to its security holders acting in such capacity and (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by any of the Borrowers, PHI Group and/or PHI Corporate with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities.

9.11 Additional Information. Furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Notes have been complied with by Loan Parties including, without the necessity of any request by Agent, (a) copies of all material environmental audits and reviews, (b) prior written notice of any Domestic Loan Party’s opening of any new chief executive office or any Domestic Loan Party’s closing of any existing chief executive office, and (c) promptly upon any Specified Loan Party’s learning thereof, notice of any material labor dispute to which any Specified Loan Party may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any material labor contract to which any Specified Loan Party is a party or by which any Specified Loan Party is bound.

9.12 Projected Operating Budget. Furnish Agent, no later than thirty (30) days after the beginning of each Borrower’s fiscal years commencing with fiscal year 2024, a quarter by quarter projected operating budget and cash flow of Borrowers on a Consolidated Basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the Financial Officer of each Borrower to the effect that such projections have been prepared based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein; it being understood that (i) actual results may vary from such projections and that such variances may be material and (ii) no representation is made with respect to information of an industry specific or general economic nature.

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9.13 Variances From Operating Budget. During an Event of Default under Section 10.5, at Agent’s request, furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.9, a written report summarizing all material variances from budgets submitted by Borrowers pursuant to Section 9.12 and a discussion and analysis by management with respect to such variances.

9.14 Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination of any Consent issued to any Specified Loan Party or any of its Subsidiaries by any Governmental Body or any other Person that is material to the operation of any Specified Loan Party’s business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by any Loan Party or any of their Subsidiaries with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any Borrower or any Guarantor, or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which specifically relate to any Borrower or any Guarantor.

9.15 ERISA Notices and Requests. Furnish Agent with immediate written notice in the event that any Specified Loan Party or any of its Subsidiaries knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Specified Loan Party or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto.

9.16 [Reserved].

9.17 Additional Documents. Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

9.18 Updates to Certain Schedules. Deliver to Agent promptly as shall be required to maintain the related representations and warranties as true and correct, updates to Schedules 4.4 (Locations of equipment and Inventory), 4.8 (Deposit and Investment Accounts), 5.9 (Intellectual Property, Source Code Escrow Agreements), 5.23 (Federal Securities Laws), 5.24 (Equity Interests), 5.25 (Commercial Tort Claims), and 5.26 (Letter-of-Credit Rights); provided, that absent the occurrence and continuance of any Event of Default, Loan Parties shall only be required to, upon Agent’s request in its Permitted Discretion, provide such updates on an annual basis in connection with delivery of a Compliance Certificate with respect to the applicable fiscal year. Any such updated Schedules delivered by Loan Parties to Agent in accordance with this Section 9.18 shall automatically and immediately be deemed to amend and restate the prior version of such Schedule previously delivered to Agent and attached to and made part of this Agreement.

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9.19 Financial Disclosure. Each Loan Party hereby irrevocably authorizes and directs all accountants and auditors employed by such Loan Party at any time during the Term to exhibit and deliver to Agent and each Lender copies of any of such Loan Party’s financial statements, trial balances or other accounting records of any sort in the accountant’s or auditor’s possession, and to disclose to Agent and each Lender any information such accountants may have concerning such Loan Party’s financial status and business operations. Each Loan Party hereby authorizes all Governmental Bodies to furnish to Agent and each Lender copies of reports or examinations relating to such Loan Party, whether made by such Loan Party or otherwise; however, Agent and each Lender will attempt to obtain such information or materials directly from such Loan Party prior to obtaining such information or materials from such accountants or Governmental Bodies.

X. EVENTS OF DEFAULT.

The occurrence of any one or more of the following events shall constitute an “Event of Default”:

10.1 Nonpayment. Failure by any Loan Party to pay (a) any principal on the Obligations (including without limitation pursuant to Section 2.9) when due, or (b) any interest on the Obligations (including without limitation pursuant to Section 2.9) and any other fee, charge, amount or liability provided for herein or in any Other Document within three (3) Business Days of when such payments are due and owing.

10.2 Breach of Representation. Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been incorrect or misleading in any material respect on the date when made or deemed to have been made;

10.3 Financial Information. Failure by any Loan Party to (i) furnish financial information when due or when requested, or (ii) permit the inspection of its books or records or access to its premises for audits and appraisals in accordance with the terms hereof;

10.4 Judicial Actions. Issuance of a notice of Lien, levy, assessment, injunction or attachment (a) against any Borrowing Base Party’s Inventory or Receivables or (b) against a material portion of any Domestic Loan Party’s other property which is not stayed or lifted within thirty (30) days; in each case, involving amounts in excess of $10,000,000;

10.5 Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii), (i) except as set forth in Section 10.5(iii) below, failure or neglect of any Loan Party or its Subsidiaries to perform, keep or observe any term, provision, condition, covenant contained in Article IV, Article VI, Article VII, or Article IX of this Agreement, (ii) failure or neglect of any Loan Party or its Subsidiaries or any Person to perform, keep or observe any term, provision, condition, covenant contained in any Other Document (other than this Agreement) or any other agreement or arrangement, now or hereafter entered into between any Loan Party or its Subsidiaries or such Person, and Agent or any Lender which is not cured within thirty (30) days from such failure or neglect, or (iii) failure or neglect of any Loan Party to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.5, 4.10, 4.14, 6.1, 6.3, 6.6, 6.8, 6.9, 6.11, 9.4, 9.10, 9.11, 9.13, 9.17 or 9.19 hereof which is not cured within twenty (20) days from the occurrence of such failure or neglect;

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10.6 Judgments. Any (a) final non-appealable judgment or judgments, writ(s), order(s) or decree(s) for the payment of money are rendered against any Loan Party or any of its Subsidiaries for an aggregate amount in excess of $20,000,000 or against all Loan Parties and their Subsidiaries for an aggregate amount in excess of $20,000,000 and (b) (i) action shall be legally taken by any judgment creditor to levy upon assets or properties of any Loan Party or any of its Subsidiaries to enforce any such judgment or (ii) such judgment shall remain undischarged for a period of ninety (90) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect;

10.7 Bankruptcy. Any Borrower, any Guarantor, any Subsidiary or Affiliate of any Borrower shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy or receivership laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent (including by entry of any order for relief in any involuntary bankruptcy or insolvency proceeding commenced against it), (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

10.8 Material Adverse Effect. The occurrence of a Material Adverse Effect;

10.9 Lien Priority. Any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest (subject only to Permitted Encumbrances that have priority as a matter of Applicable Law to the extent such Liens only attach to Collateral other than Receivables or Inventory);

10.10 [Reserved].

10.11 Cross Default. (a) Any specified “event of default” under the Healthcare Credit Documents occurs prior to the Separation Date, or (b) any specified “event of default” in respect of any Indebtedness (other than the Obligations) of any Loan Party or any of its Subsidiaries with a then-outstanding principal balance (or, in the case of any Indebtedness not so denominated, with a then-outstanding total obligation amount) of $20,000,000 or more, or any other event or circumstance which would permit the holder of any such Indebtedness of any Loan Party or any of its Subsidiaries to accelerate such Indebtedness (and/or the obligations of Loan Party or any of its Subsidiaries thereunder) prior to the scheduled maturity or termination thereof, shall occur (regardless of whether the holder of such Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Indebtedness);

10.12 Breach of Guaranty or Security Agreement. Termination or breach of any Guaranty, Security Agreement, Pledge Agreement or similar agreement executed and delivered to Agent in connection with the Obligations, or if any Guarantor or pledgor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty, Security Agreement, Pledge Agreement or similar agreement;

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10.13 Change of Control. Any Change of Control shall occur;

10.14 Invalidity. Any material provision of this Agreement or any Other Document shall, for any reason, cease to be valid and binding on any Loan Party or any of its Subsidiaries, or any Loan Party or any of its Subsidiaries shall so claim in writing to Agent or any Lender or any Loan Party challenges the validity of or its liability under this Agreement or any Other Document;

10.15 Seizures. Any (a) portion of the Collateral valued in excess of $5,000,000 shall be seized, subject to garnishment or taken by a Governmental Body, or any Loan Party or any of its Subsidiaries, or (b) the title and rights of any Loan Party or any of its Subsidiaries which is the owner of any material portion of the Collateral valued in excess of $10,000,000 shall have become the subject matter of claim, litigation, suit, garnishment or other proceeding which might, in the opinion of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents;

10.16 Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, any Specified Loan Party or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or the occurrence of any Termination Event; and

10.17 Anti-Money Laundering/International Trade Law Compliance. Any representation, warranty or covenant contained in Sections 5.35, 5.36, 6.21, 7.21 and 7.22 is or becomes false or misleading at any time.

XI. LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.

11.1 Rights and Remedies.

(a) Upon the occurrence of: (i) an Event of Default pursuant to Section 10.7 (other than Section 10.7(vii)), all Obligations shall be immediately due and payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated, (ii) any of the other Events of Default and at any time thereafter, at the option of Agent or at the direction of Required Lenders all Obligations shall be immediately due and payable and Agent or Required Lenders shall have the right to terminate this Agreement and to terminate, in whole or in part (including by a reduction in the Revolving Commitments), the obligation of Lenders to make Advances; and (iii) without limiting Section 8.2 hereof, any Default under Sections 10.7(vii) hereof, the obligation of Lenders to make Advances hereunder shall be suspended until such time as such involuntary petition shall be dismissed. Upon the occurrence of any Event of Default, Agent shall have the right to exercise any and all rights and remedies provided for herein, under the Other Documents, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Agent may enter any of any Loan Party’s premises or other premises without legal process and without incurring liability to any Loan Party therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand,

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take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Loan Parties to make the Collateral available to Agent at a convenient place. With or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Domestic Loan Parties reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid (including credit bid) for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by each Domestic Loan Party. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of each Loan Party’s (a) Intellectual Property which is used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, Loan Parties shall remain liable to Agent and Lenders therefor.

(b) To the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Loan Party acknowledges and agrees that it is not commercially unreasonable for Agent: (i) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral; (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to contact other Persons, whether or not in the same business as any Loan Party, for expressions of interest in acquiring all or any portion of such Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any

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of the Collateral. Each Loan Party acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to grant any rights to any Loan Party or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

11.2 Agent’s Discretion. Agent shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify, which procedures, timing and methodologies to employ, and what any other action to take with respect to any or all of the Collateral and in what order, thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder as against Loan Parties or each other.

11.3 Setoff. Subject to Section 14.13, in addition to any other rights which Agent or any Lender may have under Applicable Law, upon the occurrence of an Event of Default hereunder, Agent and such Lender shall have a right, immediately and without notice of any kind, to apply any Domestic Loan Party’s property held by Agent and such Lender or any of their Affiliates to reduce the Obligations and to exercise any and all rights of setoff which may be available to Agent and such Lender with respect to any deposits held by Agent or such Lender.

11.4 Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any rights or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative.

11.5 Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and the Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Collateral under or pursuant to the terms of this Agreement;

SECOND, to payment of any fees owed to Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement;

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FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans;

FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans;

SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above);

SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities) (including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof).

EIGHTH, to all other Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SEVENTH” above;

NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “EIGHTH”; and

TENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, and “EIGHTH” above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, and “NINTH” above in the manner provided in this Section 11.5.

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XII. WAIVERS AND JUDICIAL PROCEEDINGS.

12.1 Waiver of Notice. Each Loan Party hereby waives notice of non-payment of any of the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

12.2 Delay. No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.

12.3 Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII. EFFECTIVE DATE AND TERMINATION.

13.1 Term. This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Loan Party, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until September 19, 2028 (the “Term”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon five (5) Business Days prior written notice to Agent upon payment in full of the Obligations.

13.2 Termination. The termination of the Agreement shall not affect Agent’s or any Lender’s rights, or any of the Obligations having their inception prior to the effective date of such termination or any Obligations which pursuant to the terms hereof continue to accrue after such date, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created and Obligations have been fully and indefeasibly paid, disposed of,

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concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers’ Account may from time to time be temporarily in a zero or credit position, until all of the Obligations have been indefeasibly paid and performed in full after the termination of this Agreement or each Loan Party has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders with respect thereto. Accordingly, each Domestic Loan Party waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Domestic Loan Party, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are indefeasibly paid and performed in full.

XIV. REGARDING AGENT.

14.1 Appointment. Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the Other Documents. Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in Sections 2.8(b) and 3.4 and in any Fee Letter), charges and collections received pursuant to this Agreement, for the ratable benefit of Lenders. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Note) Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Required Lenders, and such instructions shall be binding; provided, however, that Agent shall not be required to take any action which, in Agent’s discretion, exposes Agent to liability or which is contrary to this Agreement or the Other Documents or Applicable Law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.

14.2 Nature of Duties. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of any Loan Party to perform its obligations hereunder. Agent shall not be under any obligation

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to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of any Loan Party. The duties of Agent as respects the Advances to Borrowers shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or the transactions described herein except as expressly set forth herein.

14.3 Lack of Reliance on Agent. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Loan Party and each Guarantor in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Borrower and each Guarantor. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower or any Guarantor, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the financial condition or prospects of any Loan Party, or the existence of any Event of Default or any Default.

14.4 Resignation of Agent; Successor Agent. Agent may resign on sixty (60) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly designate a successor Agent reasonably satisfactory to Borrowers (provided that no such approval by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Aircraft Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for

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perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

14.5 Certain Rights of Agent. If Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of Required Lenders.

14.6 Reliance. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, email, facsimile, telex, teletype or telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder, upon advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.

14.7 Notice of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Other Documents, unless Agent has received notice from a Lender or Borrowing Agent referring to this Agreement or the Other Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to Lenders. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders.

14.8 Indemnification. To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

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14.9 Agent in its Individual Capacity. With respect to the obligation of Agent to lend under this Agreement, the Advances made by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent specified herein; and the term “Lender” or any similar term shall, unless the context clearly otherwise indicates, include Agent in its individual capacity as a Lender. Agent may engage in business with any Loan Party as if it were not performing the duties specified herein, and may accept fees and other consideration from any Loan Party for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

14.10 Delivery of Documents. To the extent Agent receives financial statements required under Sections 9.7, 9.8, 9.9, 9.12 and 9.13 or Borrowing Base Certificates from any Borrower pursuant to the terms of this Agreement which any Borrower is not obligated to deliver to each Lender, Agent will promptly furnish such documents and information to Lenders.

14.11 Borrowers’ Undertaking to Agent. Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

14.12 No Reliance on Agent’s Customer Identification Program. To the extent the Advances or this Agreement is, or becomes, syndicated in cooperation with other Lenders, each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of Borrowers, their Affiliates or their agents, the Other Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such Anti-Terrorism Laws.

14.13 Other Agreements. Each of the Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any amounts owing by such Lender to any Loan Party or any deposit accounts of any Loan Party now or hereafter maintained with such Lender. Anything in this Agreement to the contrary notwithstanding, each of the Lenders further agrees that it shall not, unless specifically requested to do so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents shall be taken in concert and at the direction or with the consent of Agent or Required Lenders.

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14.14 Erroneous Payments.

(a) If the Agent notifies a Lender, Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or Secured Party (any such Lender, Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuer, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided that, without limiting any other rights or remedies (whether at law or in equity), the Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within ninety (90) days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender, Issuer or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of the Effective Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice from the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender, Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or Secured Party hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in an amount different than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such, prepayment or repayment (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, Issuer or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) In the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

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(ii) such Lender, Issuer or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 14.14(b).

(c) Each Lender, Issuer or Secured Party hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuer or Secured Party under any Other Document, or otherwise payable or distributable by the Agent to such Lender, Issuer or Secured Party from any source, against any amount due to the Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (a), from any Lender or Issuer that has received such Erroneous Payment (or portion thereof) and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender or Issuer at any time, (i) such Lender or Issuer shall be deemed to have assigned its loans (but not its commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Loans”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the loans (but not commitments) of the Erroneous Payment Impacted Loans, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Loan Parties) deemed to execute and deliver an assignment and assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuer shall deliver any Notes evidencing such loans to the Loan Parties or the Agent, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuer shall cease to be a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable commitments which shall survive as to such assigning Lender or assigning Issuer and (iv) the Agent may reflect in the Register its ownership interest in the loans subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuer shall be reduced by the net proceeds of the sale of such loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender or Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the commitments of any Lender or Issuer and such commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold a loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuer or Secured Party under the Other Documents with respect to such Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

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(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the Borrowers or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation, waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations under this Section 14.14 shall survive the resignation or replacement of the Agent, the termination of all of the commitments and/or repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Other Document.

XV. BORROWING AGENCY.

15.1 Borrowing Agency Provisions.

(a) Each Loan Party hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity, whether verbally, in writing or through electronic methods (including, without limitation, an Approved Electronic Communication) to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name such Loan Party or Loan Parties, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.

(b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Neither Agent nor any Lender shall incur liability to Borrowers as a result thereof. To induce Agent and Lenders to do so and in consideration thereof, each Borrower hereby indemnifies Agent and each Lender and holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to this Section 15.1 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

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(c) All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Agent or any Lender to any Borrower, failure of Agent or any Lender to give any Borrower notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against any Borrower, the release by Agent or any Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any Lender to the other Borrowers or any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses.

15.2 Waiver of Subrogation. Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or any other Person directly or contingently liable for the Obligations hereunder, or against or with respect to any other Borrowers’ property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until termination of this Agreement and repayment in full of the Obligations.

15.3 Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance of the functions of the group of Loan Parties as a whole and the successful operation of each Loan Party is dependent on the successful performance and operation of each other Loan Party. Each of the Loan Parties expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from successful operations of the Loan Parties. Each Loan Party expects to derive benefit (and the boards of directors or other governing body of each such Loan Party have determined that it may reasonably be expected to derive benefit), directly and indirectly, from the credit extended by the Lenders to the Loan Parties hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any Other Documents to be executed by such Loan Party is within its corporate purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.

XVI. GUARANTY

16.1 Unconditional Guaranty. Each Guarantor hereby unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor when and as due, whether at maturity, by acceleration, by notice of prepayment or otherwise, the due and punctual payment of all Obligations of each other party hereto. Each payment made by any Guarantor pursuant to this Guaranty shall be made in lawful money of the United States in immediately available funds, (a) without set-off or counterclaim and (b) free and clear of and without deduction or withholding for or on account of any present and future Charges and any conditions or restrictions resulting in Charges and all penalties, interest and other payments on or in respect thereof (except for Excluded Taxes) (“Covered Tax” or “Covered Taxes”) unless Guarantor is compelled by law to make payment subject to such Covered Taxes. This Guaranty is a guaranty of payment when due and not of collection.

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16.2 Covered Taxes. All Covered Taxes in respect of this Guaranty or any amounts payable or paid under this Guaranty shall be paid by Guarantor when due and in any event prior to the date on which penalties attach thereto. Each Guarantor will indemnify Agent and each of the Lenders against and in respect of all such Covered Taxes. Without limiting the generality of the foregoing, if any Covered Taxes or amounts in respect thereof must be deducted or withheld from any amounts payable or paid by any Guarantor hereunder, such Guarantor shall pay such additional amounts as may be necessary to ensure that Agent and each of the Lenders receives a net amount equal to the full amount which it would have received had payment (including of any additional amounts payable under this Section 16.2) not been made subject to such Covered Taxes. Within thirty (30) days of each payment by any Guarantor hereunder of Covered Taxes or in respect of Covered Taxes, such Guarantor shall deliver to Agent satisfactory evidence (including originals, or certified copies, of all relevant receipts) that such Covered Taxes have been duly remitted to the appropriate authority or authorities.

16.3 Waivers of Notice, Demand, etc. Each Guarantor hereby absolutely, unconditionally and irrevocably waives (i) promptness, diligence, notice of acceptance, notice of presentment of payment and any other notice hereunder, (ii) demand of payment, protest, notice of dishonor or nonpayment, notice of the present and future amount of the Obligations and any other notice with respect to the Obligations, (iii) any requirement that Agent or any Lender protect, secure, perfect or insure any security interest or Lien or any property subject thereto or exhaust any right or take any action against any other Loan Party, or any Person or any Collateral, (iv) any other action, event or precondition to the enforcement hereof or the payment by each such Guarantor of the Obligations, and (v) any defense arising by any lack of capacity or authority or any other defense of any Loan Party or any notice, demand or defense by reason of cessation from any cause of Obligations other than payment in full of the Obligations by the Loan Parties and any defense that any other guarantee or security was or was to be obtained by Agent.

16.4 No Invalidity, Irregularity, etc. No invalidity, irregularity, voidableness, voidness or unenforceability of this Agreement or any Other Document or any other agreement or instrument relating thereto, or of all or any part of the Obligations or of any collateral security therefor shall affect, impair or be a defense hereunder.

16.5 Independent Liability. The Guaranty hereunder is one of payment, not collection, and the obligations of each Guarantor hereunder are independent of the Obligations of the other Loan Parties, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce the terms and conditions of this Article XVI, irrespective of whether any action is brought against any other Loan Party or other Persons or whether any other Loan Party or other Persons are joined in any such action or actions. Each Guarantor waives any right to require that any resort be had by Agent or any Lender to any security held for payment of the Obligations or to any balance of any deposit account or credit on the books of Agent or any Lender in favor of any Loan Party or any other Person. No election to proceed in one form of action or proceedings, or against any Person, or on any Obligations, shall constitute a waiver of Agent’s right to proceed in any other form of action or proceeding or against any other Person unless Agent has expressed any such waiver in writing. Without limiting the generality of the foregoing, no action or proceeding by Agent against any Loan Party under any document evidencing or securing indebtedness of any Loan Party to Agent shall diminish the liability of any Guarantor hereunder, except to the extent Agent receives actual payment on account of Obligations by such action or proceeding, notwithstanding the effect of any such election, action or proceeding upon the right of subrogation of any Guarantor in respect of any Loan Party.

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16.6 Indemnity. As an original and independent obligation under this Guaranty, each Guarantor shall (a) indemnify, defend and hold Agent harmless and each of the Lenders and keep Agent and each of the Lenders indemnified against all costs, losses, expenses and liabilities of whatever kind resulting from the failure by any Loan Party to make due and punctual payment of any of the Obligations or resulting from any of the Obligations being or becoming void, voidable, unenforceable or ineffective against each Borrower (including, but without limitation, all legal and other costs, Charges and expenses incurred by Agent and each of the Lenders, or any of them in connection with preserving or enforcing, or attempting to preserve or enforce, its rights under this Guaranty), except to the extent that any of the same results from the gross negligence or willful misconduct by Agent or any Lender; and (b) pay on demand the amount of such costs, losses, expenses and liabilities whether or not Agent or any of the Lenders have attempted to enforce any rights against each Borrower or any other Person or otherwise.

16.7 Liability Absolute. The liability of each Guarantor hereunder shall be absolute, unlimited and unconditional and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any claim, defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any other Obligation or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired, released, limited or otherwise affected by:

(a) any change in the manner, place or terms of payment, and/or any change or extension of the time of payment of, release, renewal or alteration of, or any new agreements relating to any Obligation, any security therefor, or any liability incurred directly or indirectly in respect thereof, or any rescission of, or amendment, waiver or other modification of, or any consent to departure from, this Agreement or any Other Document, including any increase in the Obligations resulting from the extension of additional credit to Borrowers or otherwise;

(b) any sale, exchange, release, surrender, loss, abandonment, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Obligations, and/or any offset there against, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any such Lien, or any amendment or waiver of or consent to departure from any other guaranty for all or any of the Obligations;

(c) the failure of Agent or any Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party or any other Person under the provisions of this Agreement or any Other Document or any other document or instrument executed an delivered in connection herewith or therewith;

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(d) any settlement or compromise of any Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any obligation (whether due or not) of any Loan Party to creditors of any Loan Party other than any other Loan Party;

(e) any manner of application of Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Obligations or any other assets of any Loan Party; and

(f) any other agreements or circumstance of any nature whatsoever that may or might in any manner or to any extent vary the risk of any Guarantor, or that might otherwise at law or in equity constitute a defense available to, or a discharge of, the Guaranty hereunder and/or the obligations of any Guarantor, or a defense to, or discharge of, any Loan Party or any other Person or party hereto or the Obligations or otherwise with respect to the Advances or any other financial accommodations to Borrowers pursuant to this Agreement and/or the Other Documents.

16.8 Action by Agent Without Notice. Agent shall have the right to take any action set forth in Article XI or any other provision of this Agreement without notice to or the consent of any Guarantor and each Guarantor expressly waives any right to notice of, consent to, knowledge of and participation in any agreements relating to any such action or any other present or future event relating to Obligations whether under this Agreement or otherwise or any right to challenge or question any of the above and waives any defenses of such Guarantor which might arise as a result of such actions.

16.9 Application of Proceeds. Agent may at any time and from time to time (whether prior to or after the revocation or termination of this Agreement) without the consent of, or notice to, any Guarantor, and without incurring responsibility to any Guarantor or impairing or releasing the Obligations, apply any sums by whomsoever paid or howsoever realized to any Obligations regardless of what Obligations remain unpaid.

16.10 Continuing Effectiveness.

(a) The Guaranty provisions herein contained shall continue to be effective or be automatically reinstated, as the case may be, if a claim is ever made upon Agent or any Lender for repayment or recovery of any amount or amounts received by such Person in payment or on account of any of the Obligations and such Person repays all or part of said amount for any reason whatsoever, including, without limitation, by reason of any judgment, decree or order of any court or administrative body having jurisdiction over such Person or the respective property of each, or any settlement or compromise of any claim effected by such Person with any such claimant (including any Loan Party); and in such event each Guarantor hereby agrees that any such judgment, decree, order, settlement or compromise or other circumstances shall be binding upon such Guarantor, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any Obligation, and each Guarantor shall be and remain liable to the Agents and/or the Lenders for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person(s).

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(b) Agent shall not be required to marshal any assets in favor of any Guarantor, or against or in payment of Obligations.

(c) No Guarantor shall be entitled to claim against any present or future security held by Agent from any Person for Obligations in priority to or equally with any claim of Agent, or assert any claim for any liability of any Loan Party to any Guarantor in priority to or equally with claims of Agent for Obligations, and no Guarantor shall be entitled to compete with Agent with respect to, or to advance any equal or prior claim to any security held by Agent for Obligations.

(d) If any Loan Party makes any payment to Agent, which payment is wholly or partly subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to any Person under any federal, state, provincial or territorial statute or at common law or under equitable principles, then to the extent of such payment, the Obligation intended to be paid shall be revived and continued in full force and effect as if the payment had not been made, and the resulting revived Obligation shall continue to be guaranteed, uninterrupted, by each Guarantor hereunder.

(e) All present and future monies payable by any Loan Party to any other Loan Party, whether arising out of a right of subrogation, reimbursement, contribution, indemnification or otherwise, are assigned to the Agent, for the benefit of the Lenders as additional security for such Guarantor’s liability to the Lenders hereunder and are postponed and subordinated to the Agent and Lenders’ prior right to payment in full of Obligations. Except to the extent prohibited otherwise by this Agreement, all monies received by any Loan Party from any other Loan Party shall be held by such receiving Loan Party as agent and trustee for the Agent. This assignment, postponement and subordination shall only terminate when the Obligations are paid in full in cash (other than contingent obligations not then due and payable), all Commitments are irrevocably terminated and this Agreement is irrevocably terminated.

(f) Each Loan Party acknowledges this assignment, postponement and subordination and, except as otherwise set forth herein, agrees to make no payments to any Guarantor without the prior written consent of Agent and the Lenders. Each Loan Party agrees to give full effect to the provisions hereof.

16.11 Enforcement. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party or any other Person, declare any obligations of each Guarantor hereunder immediately due and payable, and shall be entitled to enforce the obligations of each Guarantor. Upon such declaration by Agent, Agent and the Lenders are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Agent or the Lenders to or for the credit or the account of any Guarantor against any and all of the obligations of each Guarantor now or hereafter existing hereunder, whether or not Agent or the Lenders shall have made any demand hereunder against any other Loan Party and although such obligations may be contingent and unmatured. The rights of Agent and the Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and the Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those

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claims referred to in the immediately preceding paragraph) of any Guarantor against any other Loan Party (the “Guarantor Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Guarantor Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Guarantor Claims. Each Guarantor agrees that at no time hereafter will any of the Guarantor Claims be represented by any notes, other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Guarantor Claims or any security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

16.12 Statute of Limitations. Any acknowledgment or new promise, whether by payment of principal or interest or otherwise and whether by any Loan Party or others with respect to any of the Obligations shall, if the statute of limitations in favor of any Guarantor against Agent or the Lenders shall have commenced to run, toll the running of such statute of limitations and, if the period of such statute of limitations shall have expired, prevent the operation of such statute of limitations.

16.13 Interest. All amounts due, owing and unpaid from time to time by any Guarantor hereunder shall bear interest at the interest rate per annum then chargeable with respect to the Advances (without duplication of interest on the underlying Obligation).

16.14 Currency Conversion. Without limiting any other rights in this Agreement, if for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Guaranty or any Other Document it becomes necessary to convert into the currency of such jurisdiction (herein called the “Judgment Currency”) any amount due hereunder in any currency other than the Judgment Currency, then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose, “rate of exchange” means the rate at which Agent would, on the relevant date at or about 12:00 p.m., be prepared to sell a similar amount of such currency in New York, New York against the Judgment Currency. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of payment of the amount due, each Guarantor will, on the date of payment, pay such additional amounts (if any) as may be necessary to ensure that the amount paid on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of payment is the amount then due under this Guaranty or any Other Document in such other currency. Any additional amount due from Guarantor under this Section 16.14 will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Agreement or any of the Other Documents.

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16.15 Acknowledgment. Each Guarantor acknowledges receipt of a copy of each of this Agreement and the Other Documents. Each Guarantor has made an independent investigation of the Loan Parties and of the financial condition of the Loan Parties. Neither Agent nor any Lender has made and neither Agent nor any Lender does make any representations or warranties as to the income, expense, operation, finances or any other matter or thing affecting any Loan Party, nor has Agent or any Lender made any representations or warranties as to the amount or nature of the Obligations of any Loan Party to which this Article XVI applies as specifically herein set forth, nor has Agent or any Lender or any officer, agent or employee of Agent or any Lender or any representative thereof, made any other oral representations, agreements or commitments of any kind or nature, and each Guarantor hereby expressly acknowledges that no such representations or warranties have been made and such Guarantor expressly disclaims reliance on any such representations or warranties.

16.16 Continuing Effectiveness. Subject to Section 16.18, the provisions of this Article XVI shall remain in effect until the indefeasible payment in full in cash of all Obligations (other than contingent obligations not then due and payable), the termination of all Commitments and irrevocable termination of this Agreement.

16.17 Australian Guarantors. The Obligations hereunder of any Australian Guarantor, shall not be abrogated or otherwise affected by any rule of law or equity in or of Australia or any State or Territory of Australia which would operate to reduce, extinguish or otherwise adversely affect any such Obligations, and no party, whether in the course of legal proceedings or otherwise, will claim that any such rule applies and hereby irrevocably waives any right that it may have now or in future to do so.

16.18 Discharge of Guaranty Upon Sale of Guarantor; Separation Date.

(a) If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be permitted to be and are Disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Secured Party or any other Person effective as of the time of such Disposition so long as all conditions (if any) required to permit such Disposition hereunder are satisfied as of such time.

(b) Upon the occurrence of the Separation Date, the Guaranty of the Separation Date Guarantors hereunder shall automatically be discharged and released without any further action by any Secured Party or any other Person effective as of such time.

XVII.  MISCELLANEOUS.

17.1 Governing Law. This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York. Any judicial proceeding

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brought by or against any Loan Party with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Agreement, each Loan Party accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Loan Party hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 17.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Agent’s option, by service upon Borrowing Agent which each Loan Party irrevocably appoints as such Loan Party’s Agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against any Loan Party in the courts of any other jurisdiction. Each Loan Party waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Loan Party waives the right to remove any judicial proceeding brought against such Loan Party in any state court to any federal court. Any judicial proceeding by any Loan Party against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of New York, State of New York.

17.2 Entire Understanding.

(a) THIS AGREEMENT AND THE DOCUMENTS EXECUTED CONCURRENTLY HEREWITH CONTAIN THE ENTIRE UNDERSTANDING BETWEEN EACH LOAN PARTY, AGENT AND EACH LENDER AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. ANY PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED AND HEREINAFTER MADE SHALL HAVE NO FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY EACH LOAN PARTY’S, AGENT’S AND EACH LENDER’S RESPECTIVE OFFICERS. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged. Notwithstanding the foregoing, Agent may modify this Agreement or any of the Other Documents for the purposes of completing missing content or correcting erroneous content of an administrative nature, without the need for a written amendment, provided that the Agent shall send a copy of any such modification to the Loan Parties and each Lender (which copy may be provided by electronic mail). Each Loan Party acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.

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(b) Required Lenders, Agent with the consent in writing of Required Lenders, and Borrowers may, subject to the provisions of this Section 17.2(b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents executed by Borrowers, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Borrowers thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, no such supplemental agreement shall:

(i) except in connection with any increase pursuant to Section 2.24 hereof, increase the Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, or the maximum dollar amount of the Revolving Commitment Amount or the Term Loan Commitment Amount, as applicable, of any Lender without the consent of such Lender directly affected thereby;

(ii) whether or not any Advances are outstanding, extend the Term or the time for payment of principal or interest of any Advance (excluding the due date of any mandatory prepayment of an Advance), or any fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Advances or reduce any fee payable to any Lender, without the consent of each Lender directly affected thereby (except that Required Lenders may elect to waive or rescind any imposition of the Default Rate under Section 3.1 or of default rates of Letter of Credit fees under Section 3.2 (unless imposed by Agent));

(iii) alter, amend or modify the provisions of Section 2.20 or the definition of the term “Order of Aircraft Proceeds Application” without the consent of all Lenders;

(iv) alter the definition of the term Required Lenders or alter, amend or modify this Section 17.2(b) without the consent of all Lenders;

(v) alter, amend or modify the provisions of Section 11.5 without the consent of all Lenders;

(vi) [reserved];

(vii) change the rights and duties of Agent without the consent of all Lenders;

(viii) subject to clause (e) below, permit any Revolving Advance to be made if after giving effect thereto the total of Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (60) consecutive Business Days or exceed one hundred and ten percent (110%) of the Formula Amount without the consent of all Lenders holding a Revolving Commitment;

(ix) increase the Advance Rates above the Advance Rates in effect on the Closing Date without the consent of all Lenders holding a Revolving Commitment; or

(x) except as permitted under this Agreement or any Other Document, release any Guarantor or Borrower without the consent of all Lenders.

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(c) Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrowers, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon.

(d) In the event that Agent requests the consent of a Lender pursuant to this Section 17.2 and such consent is denied, then Agent may, at its option, require such Lender to assign its interest in the Advances to Agent or to another Lender or to any other Person designated by Agent (the “Designated Lender”), for a price equal to (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event Agent elects to require any Lender to assign its interest to Agent or to the Designated Lender, Agent will so notify such Lender in writing within forty five (45) days following such Lender’s denial, and such Lender will assign its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, Agent or the Designated Lender, as appropriate, and Agent.

(e) Notwithstanding (i) the existence of a Default or an Event of Default, (ii) that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, Agent may at its discretion and without the consent of any Lender, voluntarily permit the outstanding Revolving Advances at any time to exceed the Formula Amount by up to ten percent (10%) of the Formula Amount for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”). If Agent is willing in its sole and absolute discretion to permit such Out-of-Formula Loans, Lenders holding the Revolving Commitments shall be obligated to fund such Out-of-Formula Loans in accordance with their respective Revolving Commitment Percentages, and such Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate for Revolving Advances consisting of Domestic Rate Loans; provided that, if Agent does permit Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a) nor shall any Lender be obligated to fund Revolving Advances in excess of its Revolving Commitment Amount. For purposes of this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be “Eligible Receivables” becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence. To the extent any Out-of-Formula Loans are not actually funded by the other Lenders as provided for in this Section 17.2(e), Agent may elect in its discretion to fund such Out-of-Formula Loans and any such Out-of-Formula Loans so funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

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(f) In addition to (and not in substitution of) the discretionary Revolving Advances permitted above in this Section 17.2, Agent is hereby authorized by Borrowers and Lenders, at any time in Agent’s sole discretion, regardless of (i) the existence of a Default or an Event of Default, (ii) whether any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, to make Revolving Advances (“Protective Advances”) to Borrowers on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement (the “Protective Advances”). Lenders holding the Revolving Commitments shall be obligated to fund such Protective Advances and effect a settlement with Agent therefor upon demand of Agent in accordance with their respective Revolving Commitment Percentages. To the extent any Protective Advances are not actually funded by the other Lenders as provided for in this Section 17.2(f), any such Protective Advances funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

17.3 Successors and Assigns; Participations; New Lenders.

(a) This Agreement shall be binding upon and inure to the benefit of Loan Parties, Agent, each Lender, all future holders of the Obligations and their respective successors and assigns, except that no Loan Party may assign or transfer any of its rights or obligations under this Agreement (including, in each case, by way of an LLC Division) without the prior written consent of Agent and each Lender.

(b) Each Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Advances to other Persons (each such transferee or purchaser of a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that (i) Borrowers shall not be required to pay to any Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder unless the sale of the participation to such Participant is made with Borrower’s prior written consent, and (ii) in no event shall Borrowers be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Participant as security for the Participant’s interest in the Advances. Each Lender that sells a participation shall, acting solely for this purpose as a non-

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fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each Participant’s interest under this Agreement and any Other Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement or any Other Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the Treasury Regulations and Section 1.163-5(b)(1) of the proposed Treasury Regulations. 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.

(c) Any Lender, with the consent of Agent, may sell, assign or transfer all or any part of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to one or more additional Persons and one or more additional Persons may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of not less than $5,000,000, pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording, provided, however, that 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 with respect to each of the Revolving Advances and/or Term Loans under this Agreement in which such Lender has an interest. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Each Borrower hereby consents to the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing; provided, however, that the consent of Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Permitted Assignee.

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(d) Any Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may directly or indirectly sell, assign or transfer all or any portion of its rights and obligations under or relating to Revolving Advances and/or Term Loans under this Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that (i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender, each a “Transferee” and collectively the “Transferees”), pursuant to a Commitment Transfer Supplement modified as appropriate to reflect the interest being assigned (“Modified Commitment Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender, and Agent as appropriate and delivered to Agent for recording. Upon such execution and delivery, from and after the transfer effective date determined pursuant to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder shall be a party hereto and, to the extent provided in such Modified Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment Transfer Supplement, be released from its obligations under this Agreement, the Modified Commitment Transfer Supplement creating a novation for that purpose. Such Modified Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing CLO. Each Borrower hereby consents to the addition of such Purchasing CLO. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing; provided, however, that the consent of Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Permitted Assignee.

(e) Agent shall maintain at its address a copy of each Commitment Transfer Supplement and Modified Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Lender and the outstanding principal, accrued and unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, Agent and Lenders shall treat each Person whose name is recorded in the Register as the owner of the Advance recorded therein for the purposes of this Agreement; provided that no Lender shall have any obligation to disclose all or any portion of the Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The Register shall be available for inspection by Borrowing Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a fee in the amount of $3,500 payable by the applicable Purchasing Lender and/or Purchasing CLO upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO.

(f) Each Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of such Borrower.

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(g) Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time and from time to 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 any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

17.4 Application of Payments. Agent shall have the continuing and exclusive right to apply or reverse and re-apply any payment and any and all proceeds of Collateral to any portion of the Obligations. To the extent that any Borrower makes a payment or Agent or any Lender receives any payment or proceeds of the Collateral for any Borrower’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent or such Lender.

17.5 Indemnity. Each Borrower shall defend, protect, indemnify, pay and save harmless Agent, Issuer, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents (each an “Indemnified Party”) for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel (including allocated costs of internal counsel)) (collectively, “Claims”) which may be imposed on, incurred by, or asserted against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect, of: (i) this Agreement, the Other Documents, the Advances and other Obligations and/or the transactions contemplated hereby including the Transactions, (ii) any action or failure to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with and/or relating to the negotiation, execution, delivery or administration of the Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions contemplated hereby including the Transactions, (iii) any Borrower’s or any Guarantor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Other Documents, (iv) the enforcement of any of the rights and remedies of Agent, Issuer or any Lender under the Agreement and the Other Documents, (v) any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, and (vi) any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality, any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such liabilities, obligations, losses,

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damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith (solely in the case of such Indemnified Party that is a Lender or its Affiliates, director, officer, employee agent, trustee or investment advisor) or willful misconduct of such Indemnified Party. Without limiting the generality of any of the foregoing, each Borrower shall defend, protect, indemnify, pay and save harmless each Indemnified Party from (x) any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and (y) any Claims imposed on, incurred by, or asserted against any Indemnified Party under any Environmental Laws with respect to or in connection with any Hazardous Discharge or presence of any Hazardous Materials on, in, from or under the Real Property, including any Claims consisting of or relating to the imposition or assertion of any Lien on any of the Real Property under any Environmental Laws, except to the extent such Claim is attributable to any Hazardous Discharge or presence resulting from gross negligence, willful misconduct or actions on the part of Agent or any Lender. Borrowers’ obligations under this Section 17.5 shall arise upon the discovery of the presence of any Hazardous Materials at the Real Property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials, in each such case except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

17.6 Notice. Any notice or request hereunder may be given to Borrowing Agent or any Loan Party or to Agent or any Lender at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 17.6 only, a “Notice”) to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a website to which Loan Parties are directed (an “Internet Posting”) if Notice of such Internet Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 17.6) in accordance with this Section 17.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 17.6 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 17.6. Any Notice shall be effective:

(a) In the case of hand-delivery, when delivered;

(b) If given by mail, four (4) days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(c) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, an Internet Posting or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business Day);

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(d) In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(e) In the case of electronic transmission, when actually received;

(f) In the case of an Internet Posting, upon delivery of a Notice of such posting (including the information necessary to access such site) by another means set forth in this Section 17.6; and

(g) If given by any other means (including by overnight courier), when actually received.

Any Lender giving a Notice to Borrowing Agent or any Loan Party shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Lenders of its receipt of such Notice.

(A) If to Agent or PNC at:

PNC Bank, National Association
200 Crescent Court, 4th Floor
Dallas, Texas 75201
Attention:	Relationship Manager (PHI Group)
Telephone:	(214) 871-1268
Facsimile:	(214) 871-2015
with a copy to:
PNC Bank, National Association
PNC Agency Services
PNC Firstside Center
500 First Avenue (Mailstop: P7-PFSC-04-1)
Pittsburgh, Pennsylvania 15219
Attention: Lori Killmeyer
Telephone: (412) 807-7002
Facsimile: (412) 762-8672
with an additional copy to:
Holland & Knight LLP
One Arts Plaza
1722 Routh Street
Suite 1500
Dallas, TX 75201
Attention: Michelle W. Suarez
Telephone: (214) 964-9500
Facsimile: (214) 964-9501

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(B) If to a Lender other than Agent, as specified on its Administrative Questionnaire

(C) If to Borrowing Agent or any Loan Party:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA

Attention: Justin A. Griffin, Treasurer

Telephone: (337) 272-4246

with a copy to:

PHI Group, Inc.

2001 SE Evangeline Thruway

Lafayette, LA

Attention: Jason Whitley, Chief Financial Officer

Telephone: (337) 272-4396

with an additional copy to:

Milbank LLP

55 Hudson Yards

New York, NY 10001

Attention: Maya Grant

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

17.7 Survival. The obligations of Loan Parties under Sections 2.2(f), 2.2(g), 2.2(h), 3.7, 3.8, 3.9, 3.10, 17.5 and 17.9 and the obligations of Lenders under Sections 2.2, 2.15(b), 2.17, 2.18, 2.19, 14.8 and 17.5, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.

17.8 Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

17.9 Expenses. Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by Agent and its Affiliates (limited to the reasonable fees, charges and disbursements of one primary counsel for Agent, one FAA counsel for Agent and one additional local counsel in each applicable jurisdiction for Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the Other 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), (ii) all reasonable and documented out-of-pocket expenses

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incurred by Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by Agent, any Lender or Issuer (limited to the reasonable fees, charges and disbursements of one primary counsel for Agent and each Lender (other than Agent and Texas Exchange Bank), and one FAA counsel and one additional local counsel in each material applicable jurisdiction, in either case, for Agent, any Lender and Issuer, taken as a whole), and shall pay all fees and time charges for attorneys who may be employees of Agent, any Lender or Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Other Documents, including its rights under this Section, or (B) in connection with the Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of Agent’s regular employees and agents engaged periodically to perform audits of the any Borrower’s or any Borrower’s Affiliate’s or Subsidiary’s books, records and business properties.

17.10 Injunctive Relief. Each Loan Party recognizes that, in the event any Loan Party fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Lenders; therefor, Agent, if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

17.11 Consequential Damages. Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to any Borrower, or any Guarantor (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement or any Other Document.

17.12 Captions. The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

17.13 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto.

17.14 Construction. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.

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17.15 Confidentiality; Sharing Information. Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, financing sources, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Loan Party of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Loan Party other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Loan Party or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Loan Party hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 17.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement. Notwithstanding any non-disclosure agreement or similar document executed by Agent in favor of any Loan Party or any of any Loan Party’s affiliates, the provisions of this Agreement shall supersede such agreements.

17.16 Publicity. Each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered into among Loan Parties, Agent and Lenders, including announcements which are commonly known as tombstones, in such publications and to such selected parties as Agent shall deem appropriate and subject to the Borrowing Agent’s consent (not to be unreasonably withheld).

17.17 Certifications From Banks and Participants; USA PATRIOT Act.

(a) Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act.

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(b) The USA PATRIOT Act requires all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, any Lender may from time to time request, and each Borrower shall provide to such Lender, such Borrower’s name, address, tax identification number and/or such other identifying information as shall be necessary for such Lender to comply with the USA PATRIOT Act and any other Anti-Terrorism Law.

17.18 [Reserved].

17.19 Concerning Joint and Several Liability of Borrowers.

(a) Each of Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of Borrowers and in consideration of the undertakings of each of Borrowers to accept joint and several liability for the obligations of each of them.

(b) Each of Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of Borrowers without preferences or distinction among them.

(c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation.

(d) The obligations of each Borrower under the provisions of this Section 17.19 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

(e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advance made under this Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Agreement (except as otherwise provided herein), notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Lender,

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including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the provisions of this Section 17.19, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 17.19, it being the intention of each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section 17.19 shall not be discharged except by performance and then only to the extent of such performance or except as otherwise agreed in writing in accordance with Section 17.2. The Obligations of each Borrower under this Section 17.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any Lender.

(f) The provisions of this Section 17.19 are made for the benefit of the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against any of the other Borrowers or to exhaust any remedies available to it against any of the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 17.19 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this Section 17.19 will forthwith be reinstated in effect, as though such payment had not been made.

(g) Notwithstanding any provision to the contrary contained herein or in any other of the Other Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under Applicable Law (whether federal or state and including, without limitation, any federal or state bankruptcy laws).

(h) Borrowers hereby agree, as among themselves, that if any Borrower shall become an Excess Funding Borrower (as defined below), each other Borrower shall, on demand of such Excess Funding Borrower (but subject to the next sentence hereof and to subsection (B) below), pay to such Excess Funding Borrower an amount equal to such Borrower’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, assets, liabilities and debts of such Excess Funding Borrower) of such Excess Payment (as defined below). The payment obligation of any Borrower to any Excess Funding Borrower under this Section 17.19(h) shall be subordinate and subject in right of payment to the prior payment in full of the Obligations of such Borrower under the other provisions of this Agreement, and such Excess Funding Borrower shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such Obligations. For purposes hereof, (i) “Excess Funding Borrower” shall mean, in respect of any Obligations arising under the other provisions of this

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Agreement (hereafter, the “Joint Obligations”), a Borrower that has paid an amount in excess of its Pro Rata Share of the Joint Obligations; (ii) “Excess Payment” shall mean, in respect of any Joint Obligations, the amount paid by an Excess Funding Borrower in excess of its Pro Rata Share of such Joint Obligations; and (iii) “Pro Rata Share”, for the purposes of this Section 17.19(h), shall mean, for any Borrower, the ratio (expressed as a percentage) of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Borrower (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Borrower hereunder) to (B) the amount by which the aggregate present fair salable value of all assets and other properties of such Borrower and all of the other Borrowers exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Borrower and the other Borrowers hereunder) of such Borrower and all of the other Borrowers, all as of the Closing Date (if any Borrower becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 17.19(h) such subsequent Borrower shall be deemed to have been a Borrower as of the Closing Date and the information pertaining to, and only pertaining to, such Borrower as of the date such Borrower became a Borrower shall be deemed true as of the Closing Date) notwithstanding the payment obligations imposed on Borrowers in this Section, the failure of a Borrower to make any payment to an Excess Funding Borrower as required under this Section shall not constitute an Event of Default.

17.20 Effectiveness of Facsimile Documents and Signatures. This Agreement or the Other Documents may be transmitted and signed and delivered by facsimile or other electronic means. The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall be binding on all Borrowers. Notwithstanding the foregoing, Agent shall have the right to require the Borrowers deliver to Agent manually signed originals of this Agreement and the Other Documents.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first above written.

BORROWERS:
PHI AVIATION, LLC
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Vice President
PHI HELIPASS, L.L.C.
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Chief Financial Officer
PHI TECH SERVICES, LLC
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Chief Financial Officer

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

GUARANTORS:
PHI GROUP, INC.
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Chief Financial Officer
PHI CORPORATE, LLC
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Chief Financial Officer
PHI HEALTH, LLC
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Vice President
AM EQUITY HOLDINGS, L.L.C.
By:	/s/ Jason Whitley
Name: Jason Whitley
Title: Chief Financial Officer

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

AGENT AND LENDER:
PNC BANK, NATIONAL ASSOCIATION,
as Agent and a Lender
By:	/s/ Ron Zeiber
Name: Ron Zeiber
Title: Senior Vice President

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

LENDER:
TEXAS EXCHANGE BANK, as a Lender
By:	/s/ Gil Libling
Name: Gil Libling
Title: Chief Credit Officer

[SIGNATURE PAGE TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

EX-10.8

Exhibit 10.8

Post Office Box 90808 Lafayette, Louisiana 70509 USA 337.235.2452

TO:	Scott McCarty
FROM:	James Hinch, Chief Administrative Officer
DATE:	April 1, 2021

On behalf of PHI Aviation, LLC., I am pleased to confirm your employment on the following terms and conditions.

Your position title is President and Chief Executive Officer reporting to the PHI Group Inc. Board of Directors. Your annual salary will be $75,000 per year equally divided into 26 pay periods.

As a result of your employment with PHI, you will be eligible to participate in all employee benefits programs such as health insurance, dental, 401(k), life and supplemental life insurance, long term disability, vision care, sick leave, holidays, vacation, etc.

This offer is for at will employment and nothing in this offer should be considered a guarantee of continued employment with PHI. Your employment may be terminated by you or by PHI at any time, with or without cause.

Please signify your understanding and acceptance of the terms of your employment in the space provided below.

Sincerely,

James Hinch

Chief Administrative Officer

PHI Group, Inc.

I have read, understand and accept the terms of my employment with PHI:

	4/7/21
Scott McCarty	Date

EX-10.9

Exhibit 10.9

Details
Date	March 19, 2020
Parties
Name	HNZ New Zealand Limited
Short form name	Employer
Notice details	Clifford House
	38 Halifax Street
	Nelson 7010
	New Zealand
	Facsimile: [+64 3 547 5598]
	Phone: [+64 3 547 5255]
Name	Keith Mullett
Short form name	Employee
Notice details	214 Collingwood Street
	Nelson 7010
	New Zealand
	Facsimile: [+64 3 547 5598]
	Email: [kmullett@hnz.com]

Agreement

1. Position

(a) The Employee shall continue to be employed by the Employer in the position and location as set out in Schedule 1.

(b) The Employee’s employment with the Employer will be treated as continuous for the purposes of the Holidays Act 2003 (Holidays Act) and the Employer recognises the Employee’s continuous service from 1 August 2011.

2. Term

The terms and conditions set out in this Agreement shall come into force on the date set out in Schedule 1 (Commencement Date). The Employee’s employment (Employment) will then continue until it is terminated in accordance with this Agreement.

3. Duties

(a) The Employee’s duties are set out in Schedule 2. The Employee acknowledges that he may be required to perform other duties as required by the Employer from time to time.

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(b) In carrying out the duties, the Employee will:

(i) comply with the terms and conditions of this Agreement, including, but not limited to the health and safety obligations set out at clause 20;

(ii) devote the whole of the Employee’s time, attention and abilities during working hours;

(iii) use the Employee’s best endeavours to promote, develop and extend the Employer’s interests and reputation and not do anything to the Employer’s detriment;

(iv) comply with all relevant legislative policies, procedures or administrative requirements;

(v) maintain appropriate standards of presentation, integrity and conduct; and

(vi) comply with all reasonable and lawful directions given to the Employee by the Employer.

4. Hours of work

(a) The Employee’s hours of work are set out in Schedule 1.

(b) The Employee acknowledges and agrees that they may be required to work additional hours as required by the Employer and that, subject to clause 5(b), the Employee’s salary fully compensates the Employee for all work undertaken pursuant to this Agreement.

5. Remuneration, expenses and deductions

(a) The Employee will receive the salary set out in Schedule 1. The Employee may also receive the benefits set out in Schedule 1 and in accordance with clause 22.

(b) The Employee will be reimbursed for reasonable expenses that are reasonably incurred by the Employee in the performance of their duties under this Agreement. The Employee agrees to comply with the Employer’s policies in respect of expenses. The Employee will be required to submit receipts of any such expenses to the Employer in accordance with the Employer’s policies and procedures on reimbursement.

(c) The Employee expressly agrees that the Employer may, at any time, deduct from their salary or wages (including holiday pay) any sum owed to the Employer by the Employee, including, but not limited to:

(i) overpayments made to the Employee by the Employer;

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(ii) sums paid to the Employee for any leave where the Employee has no entitlement to such leave;

(iii) payments made by the Employer for any unauthorised absences; and

(iv) reimbursements for goods and/or services supplied to the Employee by the Employer.

6. Holidays

(a) The Employee is entitled to annual leave in accordance with Schedule 1 and the Holidays Act. Annual leave should be taken in the year it falls due, but may be accrued by the Employee.

(b) The Employee is entitled to public holidays in accordance with the Holidays Act. When the Employee is required to work on a public holiday, the Employer will pay the Employee the Employee’s relevant daily pay or the Employee’s average daily pay (whichever is applicable) that relates to the time actually worked by the Employee on that day, plus half that amount again. Where the day worked would otherwise be an ordinary working day for the Employee, the Employee will also receive an alternative holiday to be taken at a time agreeable to the Employer.

(c) The Employee agrees that the Employer may pay the Employee for an annual holiday in the pay that relates to the period during which the holiday is taken.

(d) The Employer may require the Employee to take annual holidays during a closedown period on 14 days’ written notice in accordance with the Holidays Act 2003.

7. Sick leave

(a) The Employee is entitled to the sick leave in accordance with the Holidays Act. The Employee may take sick leave if the Employee, the Employee’s spouse or partner, or a person who depends on the Employee for care is sick or injured.

(b) The Employee will advise the Employer if the Employee is unable to attend work due to illness as soon as possible. The Employer may require the Employee to provide a medical certificate in the event the Employee has been absent due to illness.

(c) Unused sick leave may accumulate up to a maximum of 20 days. Unused sick leave will not be paid out to the Employee on termination of Employment.

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8. Bereavement leave

(a) In accordance with the Holidays Act:

(i) the Employee is entitled to three days’ paid bereavement leave upon the death of the Employee’s spouse (or partner), parent, child, brother, sister, grandparent, grandchild or the parent of the Employee’s spouse (or partner); and

(ii) the Employee is entitled to one day’s bereavement leave on any other occasion where the Employer accepts, after taking into account the factors detailed in the Holidays Act, that the Employee has suffered a bereavement.

(b) The Employee will advise the Employer if the Employee is unable to attend work due to a bereavement as soon as possible.

9. Further information about leave entitlements

The Employee can contact the Ministry of Business, Innovation and Employment for further information about leave entitlements by phoning 0800 2090 20.

10. Parental Leave

You are entitled to parental leave in accordance with the Parental Leave and Employment Protection Act 1987.

11. Suspension

(a) The Employer may suspend the Employee on his base pay while an investigation into the Employee’s conduct is undertaken. The Employer will provide the Employee with an opportunity to comment on any proposed suspension before any suspension decision is made.

12. Termination

(a) This Agreement may be terminated by either party on the notice set out in Schedule 1 being given in writing, except where such notice has been waived pursuant to any clause of this Agreement.

(b) The Employer may terminate the employment, in its absolute discretion for any reason other than for just and sufficient cause, with or without prior notice, upon payment of the severance benefits set forth on Schedule I (other than any Termination for Incapacity, which will be governed by clause 13). The Employee may resign for “Good Reason” (as defined below) and be entitled to receive the severance benefits set forth on Schedule I.

(c) The Employer will, to the extent reasonable, facilitate tax effective payments to the Employee of the sums payable to the Employee pursuant to clause 12(b) provided no additional costs are incurred and subject to complying with all applicable tax laws.

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(d) The Employee undertakes, as a condition of payment of any amounts owing under clause 12(b) to execute a full and satisfactory release in favour of the Employer upon receipt of such amount which will be provided to a mediator appointed by the Ministry of Innovation and Employment for execution. The Employee further acknowledges that the payments referred to in clause 12(b) and as set forth on Schedule I are reasonable and represent all amounts to which he is entitled at law upon termination of his employment.

(e) The Employer, in its sole discretion, may make a payment of salary as part of the severance benefits set forth on Schedule I in lieu of the notice period or any unexpired part of the notice period set forth on Schedule I.

(f) During the notice period set forth on Schedule I, the Employer may require that the Employee does not attend the workplace, perform any duties, contact any clients, suppliers or employees of the Employer or any associated persons, holding company, or subsidiary or parent company of the Employer (collectively, the Group Company) or access any Employer or Group Company systems, property or information (Garden Leave Period). The Employer may require the Employee to work but vary the Employee’s duties during the Garden Leave Period. If the Employer exercises its right under this clause 12(f), the Employee will continue to receive their base pay for the duration of the Garden Leave Period, and the Employee will remain an employee of the Employer and continue to be bound by this Agreement and their duties of confidentiality and fidelity.

(g) The Employer shall be entitled to terminate this Agreement at any time without notice in the event of serious misconduct. Termination on this basis includes, but is not limited to, the following situations:

(i) where you breach this Agreement or act in a way which damages Employer’s trust and confidence in you;

(ii) where you have been dishonest in a material way;

(iii) where you commit any act of bankruptcy, become insolvent, or compound with or attempt to compound with any creditors;

(iv) where you behave in a manner likely to bring yourself or Employer into disrepute or expose Employer to legal liability;

(v) where you have wilfully disobeyed lawful directions;

(vi) where you commit or admit to any criminal offence involving dishonesty, or which otherwise impacts on your reputation (or the interests or reputation of Employer) or your ability to perform your duties and responsibilities; or

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(vii) where you fail to advise Employer immediately if, at any time, you are arrested, or are involved with, or under investigation for, any possible criminal acts;

(h) On termination of Employment, for whatever reason, the Employee agrees not to retain (in any form, whether hard or soft copy), and will immediately deliver up to the Employer all documents, letters, papers, keys, passwords and other material of every description (including all copies of or extracts from the same) in any form (whether in hard or soft copy) within the Employee’s possession or control relating to the affairs and business of or belonging to the Employer or any Group Company.

(i) The Employee agrees that upon any subsequent employment following the Employee’s departure from the Employer, the Employee will upon request, promptly disclose the name of the Employee’s employer and the nature and title of the Employee’s position to the Chief Operating Officer or the Chief Administrative Officer.

12.1 “Good Reason” means, without the Employee’s consent, any of the following:

(a) A material diminution in Employee’s base salary (other than in connection with an across-the-board reduction effecting similarly-situated executives of PHI Group, Inc.);

(b) A material diminution in Employee’s duties and responsibilities to the Group Company following the date of this Agreement; and

A relocation of Employee’s principal places of employment to a location other than the locations specified in Schedule 1 under Locations. The foregoing conditions will constitute Good Reason only if (A) Employee provides written notice to the Employer within 30 days following the initial existence of the condition(s) constituting Good Reason and (2) the Employer fails to cure such condition(s) within 30 days after receipt from Employee of such notice and (3) Employee resigns for Good Reason no later than 90 days after the initial existence of the facts or circumstances constituting Good Reason.

13. Incapacity

13.1 If the Employee is absent from work due to sickness or injury (whether work-related or not) and has no remaining sick leave, holiday leave or special leave entitlement, the Employee agrees he will provide the Employer with a medical certificate outlining:

(ii) The illness or injury he has;

(ii) How long he will need off work before returning to his/her normal duties;

(ii) Whether he is able to perform any light duties in the meantime.

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13.2 If his medical practitioner states that he is unable to return to work at all, or that it is unlikely he will be able to fulfil his usual duties on return to work, or that he is unable to return to work for an indefinite period, then the Employer will determine (in consultation with the Employee) how long it is able to hold his position open for, or the date on which his employment will be terminated (a “Termination for Incapacity”).

13.3 In the case of incapacity, the Employee agrees to:

(ii) Provide all relevant medical information to the Employer,

(ii) Undergo a further medical examination at the Employer’s expense with the Employer’s nominated medical professional to produce medical evidence of his fitness to resume work;

(ii) Return to work to undertake such alternative duties which are within his capacity and level of fitness as determined in consultation with his medical professional.

13.4 Upon a Termination for Incapacity, the Employer agrees to pay the amounts set forth on Schedule I.

14. Redundancy

If the Employee’s position is terminated by reason of redundancy, the Employee shall be entitled only to the notice set out in Schedule 1. The Employer may, in its sole discretion, make a payment of salary in lieu of the notice period or any unexpired part of the notice period. The Employee shall not be entitled to any compensation in the event of redundancy.

15. Employee Protection Provision

(a) If the Employer proposes to sell or otherwise restructure its business (so that the Employer’s business is undertaken by another party) and the Employment will be affected, the Employer will discuss with the new employer the effect on the Employment. This will include:

(i) negotiating whether the Employee will be offered employment with the new employer; and

(ii) negotiating whether any such offer will be on the Employee’s existing terms and conditions of employment.

(b) In the event the situation at clause 15(a) arises, the following provisions apply:

(i) if the Employee is offered employment by the new employer on similar terms and conditions, no notice of termination is required and no redundancy compensation is payable to the Employee;

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(ii) if the Employee is offered employment with the new employer on similar terms and conditions, but the Employee chooses not to accept the offer, no notice of termination is required and no redundancy compensation is payable to the Employee; or

(iii) if the Employee does not receive an offer of employment from the new employer, the Employees role will be redundant and clause 14 will apply.

16. Confidentiality

(a) For the purposes of this Agreement, “confidential information” means all confidential information, in whatever form (whether in hard or soft copy), which is not in the public domain and which is reasonably regarded by the Employer as confidential including, but not limited to information about the Employer’s or any associated or subsidiary or holding company’s of PHI Inc. and its or their clients, customers, suppliers, employees, affairs, software, legal rights (potential or current litigation, pending patents, trade secrets, pending trademarks and like properties), marketing plans, or third party proprietary information.

(b) The Employee will hold all confidential information in confidence and will not at any time during this Agreement or after its termination directly or indirectly use, disclose, or copy for any purpose, other than in the proper performance of the Employee’s duties, any confidential information without the written consent of the Employer.

(c) The Employee will take all reasonable precautions to prevent the inadvertent disclosure of the Employer’s confidential information to any unauthorised person.

(d) The Employer does not wish to receive, or for the Employee to use, any confidential information of the Employee’s former employer in the course of the Employee’s Employment. The Employee agrees to inform the Employer of any apparent conflict between the Employee’s work for the Employer and any obligations the Employee may have to preserve the confidentiality of another’s proprietary information or materials, or any rights the Employee claims to any inventions or ideas, before performing that work (or causing it to be performed). Otherwise, the Employer may conclude that no such conflict exists, and the Employee agrees thereafter to make no such claim against the Employer.

17. Intellectual property

(a) For the purposes of this Agreement, ‘Intellectual Property Rights’ means all intellectual property rights created or generated by the Employee (whether alone or with any other persons) in the course of or in connection with the Employment with the Employer or in any way related to the business of the Employer or any Group Company (whether before or after this Agreement is signed) including:

(i) patents, copyright, registered designs, trademarks and the right to have confidential information kept confidential and any improvements, modifications or enhancements to any of the same, whether or not capable of registration anywhere in the world at any time; and

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(ii) any application or right to apply for registration of any of those rights.

(b) For the purposes of this Agreement, ‘Moral Rights’ means the following rights in respect of any Intellectual Property Rights:

(i) the right of integrity of authorship (that is, not to have a work subjected to derogatory treatment);

(ii) the right of attribution of authorship of a work; and

(iii) the right not to have authorship of a work falsely attributed,

(which are rights created by the Copyright Act 1994), and any other similar right capable of protection under the laws of any applicable jurisdiction.

(c) The Employee:

(i) acknowledges and agrees that all Intellectual Property Rights will be the exclusive property of the Employer;

(ii) will immediately deliver to the Employer full particulars concerning the realisation or creation arising from the development of any new Intellectual Property Rights;

(iii) hereby assigns to the Employer all right, title and interest which may be acquired by the Employee in relation to the Intellectual Property Rights, so as to vest all right, title and interests in the Intellectual Property Rights in the Employer absolutely;

(iv) to the extent that the Employer cannot obtain full title, right and interest in the Employee’s Intellectual Property Rights, then the Employee will hold the Intellectual Property Rights on trust for and account to the Employer for the same;

(v) whether during or after employment, at the expense of the Employer execute all documents and undertake all such acts, matters and things as may be reasonably necessary to obtain registration or other legal protection of the Intellectual Property Rights on behalf of the Employer and to give effect to the assignment in clause 17(c)(iii);

(vi) does not have and will not have any claim (including, where applicable, any Moral Rights) over the Intellectual Property Rights and the Employee will not challenge the Employer’s ownership of the Intellectual Property Rights and acknowledges that the Employee has no licence to use the Intellectual Property Rights, except as necessary in the course of the Employment, or as otherwise agreed in writing with the Employer;

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(vii) will, for the duration of the Agreement, maintain dated, legible records of all work performed in the study, assessment or development of the Intellectual Property Rights. The Employee acknowledges that all such records are the property of the Employer;

(viii) upon termination of this Agreement surrender and deliver up to the Employer all passwords that may be necessary to access the records where the records are in electronic form;

(ix) acknowledges that the Employee may have Moral Rights;

(x) in so far as the Employee is able, hereby waives the Employee’s Moral Rights irrevocably; and

(xi) voluntarily and unconditionally consents to all or any acts or omissions by the Employer, or persons authorised by the Employer, which would otherwise infringe the Employee’s Moral Rights.

(d) The Employee understands that the Employer may waive some of the requirements expressed in clause 17 and that for such a waiver to be effective, it must be made in writing by the Chief Administrative Officer of the Employer and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement.

18. Other business interests and conflict of interests

(a) The Employee shall not during the course of the Employment whether directly or indirectly, be employed or engaged or concerned in the conduct of any business other than the business of the Employer or any Group Company without the Employer’s prior written consent. The Employee acknowledges and agrees that the Employer has genuine reasons based on reasonable grounds for prohibiting the Employee’s secondary employment, including:

(i) the protection of the Employer’s confidential or commercially sensitive information and/or intellectual property;

(ii) the protection of the Employer’s commercial reputation; and

(iii) for the purposes of employee fatigue risk management.

(b) The Employee will disclose to the Employer, in writing, all of their interests, and those of the Employee’s immediate family, which may impact upon or conflict with the interests of the Employer or any Group Company. The Employee agrees to take such steps as the Employer requires to resolve or manage such conflict.

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19. Privacy

(a) The Employer and the Employee shall comply with the obligations set out in the Privacy Act 1993.

(b) In the course of the Employee’s Employment, the Employer will receive personal information about the Employee. The Employer will take all reasonable technical and organisational security measures to maintain the confidentiality and integrity of the Employee’s personal information in accordance with the Privacy Act 1993.

(c) The Employer, and any other person or entity the Employer may authorise, shall be entitled, without further consent, to sell, distribute and use in any manner, any voice recording, picture, photograph, video or other image or likeness of you taken with regard to the Employee’s employment.

20. Health and Safety

(a) The Employee shall ensure that the provisions of the Health and Safety at Work Act 2015 are complied with, both in respect of the Employee and all other workers.

(b) The Employee shall comply with the Employer’s health and safety rules and procedures and in particular, will take reasonable care to ensure their own fitness for work and the safety of others in the place of work. The Employee is required to ensure that they maintain their ability to perform their duties safely and effectively. The Employee must advise the Employer of any medical condition (including stress-related symptoms) which may impact on the Employee’s ability to perform their duties safely or effectively. In the event that the Employee fails to comply with rules or procedures, the Employee may be subject to disciplinary action up to and including dismissal.

21. Post-employment Restrictions

(a) The Employee acknowledges that:

(i) during the course of the Employment, the Employee will obtain confidential information concerning the Employer’s business and the clients and finances of the Employer and any Group Company;

(ii) disclosure of the confidential information could materially harm the Employer and any Group Company;

(iii) the undertakings set out in this clause 21 are reasonable and necessary for the protection of the Employer’s and any Group Company’s legitimate proprietary interests; and

(iv) the remedy of damages may be inadequate to protect the interests of the Employer and any Group Company, and the Employer is entitled to seek, and obtain, injunctive relief or any other remedy in any court to protect its and any Group Company’s interests.

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(b) The Employee will not for a period of 12 months’ following termination of employment in New Zealand, Canada or any other country in which the Employer or the Group Company operates for whatever reason, be directly or indirectly employed, engaged or otherwise concerned in any capacity with any competitor of the Employer.

(c) The Employee will not for a 12 month period following the termination of the Employment for whatever reason and without the prior written consent of the Employer:

(i) directly or indirectly induce, solicit or endeavour to induce or solicit, any person who or entity which, within the 12 month period prior to the termination of the Employment, was a client or customer of the Employer or any Group Company, to cease doing business with the Employer or any Group Company or to reduce the amount of business which the person or entity would normally do with the Employer or any Group Company;

(ii) directly or indirectly induce, solicit or endeavour to induce or solicit, any person who or entity which was at any time within the 12 month period prior to the termination of the Employment, a director or executive of the Employer or any Group Company, or an employee, consultant, agent, or representative of the Employer or any Group Company and who has directly or indirectly reported to or had contact with the Employee, to terminate their employment or other relationship with the Employer or any Group Company, whether or not that person would commit a breach of that person’s contract or employment agreement with the Employer or Group Company; and

(iii) directly or indirectly deal in trade, or endeavour to deal in trade, with any person who or entity which, within the 12 month period prior to the termination of the Employment, was a client or customer of the Employer or any Group Company.

(d) The Employer and the Employee consider that the restraints at clause 21(b) and 21(c) are reasonable and intend them to operate to the maximum extent.

(e) If the restraints at clause 21(b) and 21(c):

(i) are held to be void and unenforceable for the protection of the interests of the Employer and any Group Company; and

(ii) would be valid if part of the wording was deleted or the period of the restraints was reduced, the restraints will apply with the modifications necessary to make them effective.

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(f) The restraints at clause 21(b) and 21(c) are separate, distinct and several, so that the enforceability of any one restraint does not affect the enforceability of the other restraints.

(g) The Employee acknowledges that the value of the Employee’s remuneration has been assessed and is dependent upon the Employee agreeing to the restraints in this clause 21 for the proper preservation of the legitimate proprietary interests of the Employer and any Group Company.

(h) The Employee acknowledges that upon his actual or threatened breach of the restraints set forth in clause 21(b) and 21(c), the Employer and the Group Company shall be entitled to seek and pursue all remedies available to it under law and equity (including the right to cease making the severance payments set forth on Schedule I, to the extent permitted by applicable law).

22. Employer rules, policies and directions

The Employee shall comply with the Employer’s rules, policies and directions in place from time to time. The Employer’s rules, policies, directions, are not contractual and do not form part of this Agreement. The Employer reserves the right to amend, vary or revoke any of the Employer’s rules, policies and directions as set out in this clause at any time and in its sole and absolute discretion.

23. Employment relationship problems

As required by the Act, an explanation of the services available for resolving employment relationship problems is set out at Schedule 3. Any employment relationship problems must be raised within 90 days of the action causing the grievance, or the Employee becoming aware of the circumstances which give rise to the grievance.

24. Entire Agreement

(a) The terms and conditions set out in this Agreement represent the entire agreement of the parties and supersede any previous negotiations, communications, agreements and understandings whether written or oral. For the avoidance of doubt, this agreement entirely supersedes and replaces the individual employment agreement with the Employer dated 7 November 2014 and the individual employment agreement with the Employer dated 29 December 2017.

(b) Any variation to this Agreement must be recorded in writing and be signed by both parties.

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25. Waiver and severance

(a) No waiver of any breach of any term of this Agreement shall be effective unless that waiver is in writing and signed by the party against whom that waiver is claimed. No waiver of any breach shall be or deemed to be a waiver of any other or subsequent breach.

(b) If any term, clause or provision of this Agreement or the application thereof is or is deemed to be invalid or unlawful for any reason, it shall not invalidate any other term, clause or provision of this Agreement, and shall be deemed severed from this Agreement without affecting the validity of the remainder of this Agreement.

26. Governing law

This Agreement and any modification or variation shall be governed exclusively by the laws of New Zealand in force from time to time. All questions with respect to jurisdiction, validity, interpretation and performance with this Agreement and any such modifications or variations shall be determined according to the laws of New Zealand in force from time to time and shall be subject to the exclusive jurisdiction of the New Zealand courts.

27. Clawback

To the extent permitted by applicable law, any compensation paid to Employee pursuant to this Agreement will be subject to recoupment in accordance with any existing clawback or recoupment policy of the Employer of its affiliates, any clawback or recoupment policy of the Employer or its affiliates as may be adopted or amended from time to time.

28. Acknowledgement

In entering into this Agreement, the Employee:

(a) acknowledges that they have read, understood and accept the provisions of this Agreement;

(b) confirms that they have been provided with the opportunity to obtain independent advice in respect of the terms of this Agreement prior to entering into it and that the Employee has been advised that they can obtain information about their entitlements under the Holidays Act from the Ministry of Business, Innovation and Employment;

(c) confirms that they are legally entitled to work according to this Agreement and that there is nothing restricting the Employee from doing so at the time this Agreement is entered into (including, but not limited to any conflicts of interest, restraint of trade or immigration requirements); and

(d) warrants that neither the entry into this Agreement, not the performance of the obligations under this Agreement will constitute a breach of any other employment agreement or contract or other arrangement to which the Employee is a party.

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SIGNED for and on behalf of
HNZ New Zealand Limited by:	Signature of authorised signatory
	Name of authorised signatory
SIGNED by KEITH MULLETT:
	Signature of Keith Mullett

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SCHEDULE 1

Position	Managing Director, PHI Aviation LLC
Locations	New Zealand, Louisiana and Texas, provided, however, that Employee shall be subject to the reasonable business travel requirements of the Employer and its affiliates, which will include travel throughout the United States and such other locations as may be necessary to further the interests of the Employer and its affiliates
Commencement date	March 19, 2020
Hours of work	A minimum of 40 hours per week between usual business hours of between 8:30am to 5:00pm, Monday to Friday.
Remuneration	Base salary of USD $487,500 per annum (“Base Salary”) to be paid monthly by direct transfer to the Employee’s nominated bank account.
	Annual Incentive Plan With respect to each calendar year during the term of your employment, beginning with calendar year 2020, you will be eligible to earn an annual bonus (the “Annual Bonus”) in an amount to be determined by the PHI Group Inc.’s Board of Directors or the Compensation Committee based on performance goals established by the Board or the Compensation Committee in its discretion, with a target annual bonus equal to 100% of your Base Salary (“Target Bonus”). Employee’s annual bonus paid during any calendar year may range from zero up to the Target Bonus. Any Annual Bonus earned with regard to a particular calendar year shall be paid to you no later than the end of the first calendar quarter of the following calendar year, subject to your continued employment with the Group Company on the actual date of payment.
	You will be eligible to participate in PHI Group Inc.’s management incentive plan (the “MIP”) in accordance with the terms thereof and as determined by the Board or the Compensation Committee. You will receive an initial equity grant under the MIP with a grant date value equal to $ 1,771,500, and all other terms relating to such equity grant shall be governed by the applicable Restricted Stock Unit Award Agreement. Subsequent to the initial equity grant, you may be eligible for additional compensatory equity grants at the sole discretion of the Board or the Compensation Committee.

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Benefits	Eligibility to participate and/or receive benefits at the Employer’s sole and absolute discretion as set out in the below policies
	•  Private Health Insurance Package
	•  Disability, Life Insurance, etc. Packages
	•  Overseas Travel Insurance
	•  Company Kiwi Saver scheme
	For the avoidance of doubt, the Employer may amend or revoke the benefit plans at any time and at its sole and absolute discretion.
	The Employee’s participation or eligibility to receive benefits in one-year does not guarantee the Employee’s participation or eligibility to receive benefits in the next.
	Payment of any benefits under the annual incentive plan and ERP are made at the Employer’s sole and absolute discretion, which for the avoidance of doubt, includes a discretion not to make any payment to the Employee.
Annual Leave	Four weeks per annum.
Sick Leave	Five days per annum.
Period of Notice	Two months.
Severance
Pursuant to Clause 12(b):
	(i) Any earned but unpaid Annual Bonus with respect to the calendar year prior to the calendar year in which the Employee’s termination date occurs, paid at the same time Annual Bonuses are paid to other executives of the Employer or its affiliates generally (the “Earned Bonus”);
	(ii) the sum of (x) one times Employee’s then-current Base Salary plus (y) the lesser of (A) one times the Target Bonus for the year in which the Date of Termination occurs or (B) the average of the Employee’s Annual Bonuses paid in respect of the last three calendar years prior to the calendar year in which the termination date occurs (such sum, the “Severance Payment”); provided, that

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	the calculation of the three- year average bonus amount referred to in subclause (B) shall only take into account any annual cash bonuses paid in respect of the 2020 calendar year and beyond (i.e., if Employee’s employment terminates during December 2022, the amount described in subsection (B) would be calculated by averaging the annual cash bonuses (including any amounts that are equal to $0) paid in respect of 2020 and 2021)), and shall exclude any KEIP and KERP payments. The Severance Payment will be paid in accordance with the Employer’s payroll practices for a period of twelve months following the date of the Employee’s termination, subject to and in accordance with Clause 12 of the Agreement;
	(iii) a pro-rated Annual Bonus for the year in which the termination date occurred (based on actual achievement of the applicable performance criteria, and pro-rated based on the number of days that Executive was employed by the Company during the year in which the Date of Termination occurs), paid at the same time Annual Bonuses are paid to other executives of the Employer or its affiliates generally (the “Pro Rata Bonus”); and
	(iv) for a period of 12 months following Employee’s termination of employment hereunder (or, if earlier, until Employee becomes eligible to participate in a health insurance scheme of a new employer), reimbursement of the employee-portion of reasonable insurance premiums paid by Employee under New Zealand health insurance scheme.
Pursuant to Clause 13 (Termination for Incapacity):
(i)	The Earned Bonus, and
(ii)	The Pro Rata Bonus.

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Schedule 2 – Position Description
Position	Managing Director, PHI Aviation LLC
Position Overview and Essential Duties and Accountabilities	Under the direction of the Chairman and CEO of PHI Group, Inc. this role is responsible for the overall operational performance and profitability of the PHI Aviation, LLC business, including its international subsidiaries. This includes strategy, operations, maintenance, HSEQ, financial reporting, customer relationships, regulatory compliance, leadership development and customer relations.
	Is a member of the Management Board of PHI Aviation, LLC.
	Is a “Safety Leader” for the business unit and company; visibly leading Destination Zero and our Core Values.
	Lead, develop and successful execution of the business, strategic and operational plans for defined scope.
	Responsible for the development and oversight of budgets and variance reporting for the defined scope.
	Responsible for revenue projections and profitable growth for defined scope.
	(a)   Geography: Worldwide.
	(b)   Revenue: $400 - $500 Million Annual
	(c)   Employees: –1000-1200

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(d)   RW Aircraft: –85-100

(e)   FW Aircraft: 0

Aligns with corporate Finance, Human Resources, IT, Risk Management, Fleet Services and Global Standards/HSEQ to effectively manage and reduce risk and liability in all aspects of the business.

Remain abreast of customer plans, budgets and any regulations which impact delivery of services.

Maintains positive customer relationships and open communication channels with customers to ensure the long-term success of the business.

Provides for the flow of information to the Executive management and the Board of Directors both verbally and in regular written reports.

Develops, prepares and presents marketing information and materials to internal, external and potential PHI customers.

Responds to RFPs and bid requests and makes formal presentations to current and potential customers.

Responsible for leading, directing and actively managing the business unit leadership team.

Maintain close dialogue with and follow-up with customers on a regular basis to proactively address their needs and concerns.

Provide and maintain a productive work environment following best human resource practices free of all forms of harassment and retaliation for all employees

Establish and maintain succession plans for key positions

Provide clear and direct leadership during internal emergencies/organizational threats

Provide for business continuity/disaster recovery planning and execution

Establish annual objectives and balanced KPI’s for the assigned business including follow-up and corrective actions as required.

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Ensure that operations are conducted in accordance with company’s internal standards, customer requirements and all applicable regulatory requirements.

Anticipate, plan and prepare investment proposals related to people, training, facilities, aircraft, etc. to position the business for continued profitable growth.

Sponsor and implement leadership development plans at the relevant level and take part in building our future leadership capabilities.

Serve as a contributing member of the PHI Executive Leadership team.

In addition, the Employee agrees to undertake such other duties assigned to him/her by the Employer, from time to time

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Schedule 3 – Resolving Employment

Relationship Problems

If any employment relationship problem arises, you should discuss the issue directly with the Chairman of the Board, or, if this is not appropriate, Director of the Board. The Employer believes that it is in everyone’s interests if problems are addressed as soon as possible and to this end it would like the opportunity to correct the situation.

An employment relationship problem includes a problem that may exist between an employer and employee. Employment relationship problems may be:

(a) a personal grievance;

(b) a dispute about the application, interpretation or operation of the employment agreement; or

(c) any other problem arising out of or relating to the employment relationship.

You must notify the Employer if you intend to pursue a personal grievance claim against the Employer. This must be done within 90 days from the date of the act that caused the personal grievance. If you are not aware of when the act took place, the period begins from when the matter came to your attention.

If the problem is not sorted out in discussions between the Employer and you, it may then be referred to mediation. Mediation is provided by the Mediation Service. To mediate an employment relationship problem, either the Employer or you may contact an office of the Ministry of Business, Innovation and Employment.

If the employment relationship problem cannot be resolved in mediation, it may be referred by either party to the Employment Relations Authority. The Authority is the body established by the Act to resolve employment relationship problems. The Authority has the power to make a decision to resolve the problem.

If either party is unhappy with the Authority’s decision, it may appeal to the Employment Court within 28 days of the Authority’s decision. The Employment Court will hear the parties and then make a decision about the employment relationship problem.

If you require further details of the services available to resolve employment relationship problems you should contact the Ministry of Business, Innovation or Employment or refer to the relevant provisions in the Act.

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SIGNED for and on behalf of
HNZ New Zealand Limited by:	Signature of authorised signatory
	Hamish Manson, Director
SIGNED by KEITH MULLETT:
	Signature of Keith Mullett

Individual Employment Agreement – Keith Mullett

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EX-10.10

Exhibit 10.10

COMPENSATION AGREEMENT

THIS COMPENSATION AGREEMENT (this “Agreement”) is made and entered into this 6th day of May, 2022, by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”) and sets forth the terms and conditions for any and all bonus and/or other compensation payments of any sort (including, but not limited to, any salary) (“Bonus and/or Other Payment”) made by the Company to the Employee.

Employee acknowledges and agrees that if Employee elects not to sign this Agreement, Employee will not receive the Bonus and/or Other Payment described herein and Employee’s compensation program will remain unchanged from the current program.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the Company and the Employee hereby agree as follows:

1. Compensation and Relocation

a. From May 1, 2022 through May 1, 2025 (the “Committed Time Period”), the Company shall pay Employee an annual base salary at the rate of $600,000 (the “Base Salary”) which is an annual increase of $84,400 (the “Base Salary Increase”). Base Salary shall be payable in accordance with the ordinary payroll practices of the Company, but in no event shall the Base Salary be paid to Employee less frequently than monthly.

b. During the Committed Time Period, the Employee will be eligible to receive an annual cash bonus in an amount equal to $600,000 subject to achieving performance goals established by the Company’s Board or Compensation Committee in its discretion (the “Cash Bonus”) which is an annual increase of $84,400 (the “Cash Bonus Increase”).

c. Within thirty days after signing this Agreement, the Company will pay Employee a one-time retention bonus in the amount of $500,000 (the “Signing Bonus”).

d. Employee shall move to Lafayette, Louisiana no later than January 31, 2023.

e. Employee was previously granted certain Restricted Stock Units under one or more Restricted Stock Unit Awards (Performance-Based) Agreements (the “PSU Award Agreement”), which are subject to the Company’s management incentive plan (the “Plan” and such units the “PSUs”). The percentage of such PSUs that vest upon a Change in Control (as defined in the Plan) is based upon the Total Enterprise Value (as defined in the applicable PSU Award Agreement) as of such Change in Control, and the applicable PSU Award Agreements are hereby amended to reduce the applicable Total Enterprise Value in accordance with the table below (the “PSU Amendment”). All other terms relating to such PSU Awards (except as provided otherwise in this Agreement) shall remain unchanged and be governed by the applicable PSU Award Agreement.

TEV Multiple	Vesting Percentage
TEV Less than $731.3 Million		0	%
TEV Equals $731.3 Million		10	%
TEV Equals $800 Million		50	%
TEV Equals $1,050 Million		75	%
TEV Equals or Exceeds $1,300.0 Million		100	%

Compensation Agreement – Keith Mullett Page 1 of 5

2. No Bonus and/or Other Payment is due or payable unless the Employee is employed by the Company on the date such Bonus and/or Other Payment is paid by the Company.

3. If the Employee elects to terminate his/her employment with the Company such that the Employee’s last date of employment with the Company is on or after the end of the:

• Committed Time Period,

and the Employee gives the Company less than:

• 60 days’ advance notice of the Employee’s last day of employment with the Company,

then the Employee hereby agrees:

• to promptly pay back to the Company any payments of the Cash Bonus Increase the Employee received from the Company (including any bonus payment that may be in process on or around the Employee’s last day of employment), plus

• to promptly pay back to the Company any payments of the Base Salary Increase the Employee received from the Company (including any bonus payment that may be in process on or around the Employee’s last day of employment), plus

• to promptly pay back to the Company any Signing Bonus the Employee received from the Company, plus

• the PSU Amendment shall be rescinded such that the PSUs revert to their vesting threshold terms prior to such PSU Amendment, and

the Company shall have the right to withhold (as an offset against any obligation for the Employee to pay back any such amounts to the Company) any regular and/or special compensation payments that have not yet been paid by the Company to the Employee up to the amount of any such payment owed to the Company. In the event the Employee needs to pay back any bonus to the Company under this Section, the Employee agrees to pay such amounts to the Company on or before the Employee’s last day of employment. In the event the Employee refuses to do his or her job duties or intentionally avoids doing his or her job duties, the parties agree that such refusal would constitute the Employee electing to terminate his or her employment with the Company.

4. The Business Protection Agreement that Employee previously signed shall continue in effect, and Employee shall remain in compliance with the terms thereof.

Compensation Agreement – Keith Mullett Page 2 of 5

5. During Employee’s employment with the Company and following termination of such employment, Employee shall reasonably cooperate with the Company and its agents in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while Employee was employed by the Company or with respect to which Employee has any knowledge. Employee’s cooperation in connection with such claims or actions shall include, but not be limited to, being reasonably available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company. Employee also shall cooperate fully with the Company in connection with any investigation or review by any Federal, state, or local regulatory authority as any such investigation or review relates, to events or occurrences that transpired while Employee was employed by the Company or with respect to which Employee has any knowledge. The Company will provide reasonable compensation to Employee in respect of any cooperation or assistance under this section that is provided following termination of Employee’s employment, calculated on an hourly basis and will reimburse Employee for any expenses (including attorneys’ fees) reasonably incurred in connection with same (other than attorneys’ fees incurred by the Employee as a result of the Employee personally being the subject of any such litigation or investigation).

6. If Section 11 indicates that the Employee and the Company are executing a Pledge, then the terms and provisions of the Pledge are hereby incorporated into and made a part of this Agreement as though such terms and provisions were set forth in full in this Agreement.

7. If the Company transfers Employee’s employment to any of its affiliated, related or associated entities (the “Successor Company”), then all of Employee’s rights, obligations, duties and benefits under this Agreement shall apply to his/her employment with the Successor Company; such Successor Company shall have all of the rights, obligations, duties and benefits of the Company under this Agreement and shall have the right to enforce all of the rights and remedies of the Company under this Agreement; and the term “Company” for purposes of this Agreement shall include the Company and the Successor Company.

8. The Company and the Employee hereby agree that if any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, illegal, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, the Employee and the Company hereby agree that such illegal, invalid or unenforceable provision shall be reformed to be enforceable to the maximum extent permitted by the law, or if reformation is not possible, in lieu of such illegal, invalid or unenforceable provision, a new provision shall be added automatically as part of this Agreement, which new provision shall be as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

9. The Company and the Employee hereby agree that this Agreement shall apply with respect to any and all Bonus and/or Other Payment by the Company to the Employee after the date hereof, and any and all Bonus and/or Other Payment made by the Company to the Employee on or after the date hereof are in exchange for Employee’s agreement to be bound by this Agreement. Upon breach by Employee of this Agreement, the Company will have all remedies available at law or in equity including, without limitation, the right to require the repayment to the Company of any and all Bonus and/or Other Payment made by the Company to the Employee (to the extent allowed by law) and the right to sue for additional damages for breach of contract.

Compensation Agreement – Keith Mullett Page 3 of 5

10. This Agreement is to be construed in accordance with the substantive laws (but not the conflicts laws) of the State of Texas. Venue for any suit regarding or relating to this Agreement shall lie exclusively with the courts of Tarrant County, Texas and the parties hereby consent to the exclusive jurisdiction of the federal and state courts located in Tarrant County, Texas.

11. This Agreement includes a Compensation Agreement Pledge.

Compensation Agreement – Keith Mullett Page 4 of 5

The undersigned hereby agree to be bound by this Agreement, and if applicable, the Compensation Agreement Pledge.

PHI Group, Inc.
By:
Name:	Scott McCarty	KEITH MULLETT
Its: Date:	CEO 5/6/22	Signature:
		Date:	5-5-2022

Compensation Agreement – Keith Mullett Page 5 of 5

COMPENSATION AGREEMENT PLEDGE

As part of that certain Compensation Agreement entered into by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”), the Company and the Employee have agreed to enter into this Compensation Agreement Pledge (this “Pledge”).

In signing the attached Compensation Agreement, the Employee hereby commits to work full time for the Company until at least:

• The end of the Committed Time Period in the same capacity in which the Company hired the Employee.

The Employee hereby agrees that if the Employee voluntarily terminates his/her employment with the Company (or is terminated by the Company for Cause (as defined in the Plan)) prior to the end of the Committed Time Period, then the Employee agrees:

• to promptly pay back to the Company any payments of the Cash Bonus Increase the Employee received from the Company (including any bonus payment that may be in process on or around the Employee’s last day of employment), plus

• to promptly pay back to the Company any payments of the Base Salary Increase the Employee received from the Company (including any bonus payment that may be in process on or around the Employee’s last day of employment), plus

• to promptly pay back to the Company any Signing Bonus the Employee received from the Company, plus

• the PSU Amendment shall be rescinded such that the PSUs revert to their vesting threshold terms prior to such PSU Amendment, and

In the event the Employee is required to make any of the above payments to the Company, the Company shall have the right to withhold (as an offset against any obligation for the Employee to pay any such amounts to the Company) any regular and/or special compensation payments that have not yet been paid by the Company to the Employee up to the amount of any such payment owed to the Company. In the event the Employee needs to pay any money to the Company, the Employee agrees to pay such amounts to the Company on or before the Employee’s last day of employment.

The Employee agrees that the terms of the Compensation Agreement and Pledge (including any possible payment obligations of the Employee) are reasonable, and further acknowledges that he or she has carefully considered the terms thereof and the amounts of possible payment obligations of Employee and has concluded such terms and payments (should Employee have to pay make any such payments) do not and would not inhibit Employee’s ability to seek other employment.

Compensation Agreement Pledge – Keith Mullett Page 1

Neither the Compensation Agreement nor this Pledge is a contract guaranteeing employment for any period of time. The Employee is an at-will employee of the Company, and as such, either the Employee or the Company may terminate the Employee’s employment with the Company at any time.

PHI Group, Inc.
PRINTED COMPANY NAME		KEITH MULLETT
By:		Signature:
Name:	Scott McCarty	Date:	5-5-2022
Its:	CEO
Date:	5/6/22

Compensation Agreement Pledge – Keith Mullett Page 2

EX-10.11

Exhibit 10.11

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of 01 January 2020 (the “Effective Date”), is by and between PHI Group, Inc. (the “Company”) and James Hinch (“Executive”).

WHEREAS, the Company desires to continue to employ Executive, and Executive desires to continue to be employed by the Company; and

WHEREAS, the parties desire to set forth in writing the terms and conditions of their understandings and agreements in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the Company hereby agrees to continue to employ Executive and Executive hereby accepts such continued employment upon the terms and conditions set forth in this Agreement:

1. Employment Period.

(a) Subject to Section 4, the Company hereby agrees to continue to employ Executive, and Executive hereby agrees to continue to be employed by the Company, in accordance with the terms and provisions of this Agreement, for the period commencing on the Effective Date and ending on December 31, 2022, subject to earlier termination as set forth in Section 4 (the “Initial Employment Period”). At the end of the Initial Employment Period, the Employment Period shall automatically be renewed and extended for an additional twelve (12) months commencing on January 1, 2023 and on each successive one-year anniversary of January 1, 2023 thereafter (each, a “Renewal Term”), unless, not less than 60 days prior to the end of the Initial Employment Period or any Renewal Term, either the Executive or the Company has given the other prior written notice of nonrenewal (a “Non-Renewal Notice”). The term “Employment Period” as utilized in this Agreement shall refer to the Initial Employment Period and any Renewal Term(s).

(b) During the Employment Period, Executive shall serve as the Chief Administrative Officer of PHI Group, Inc. and Chief Operating Officer of PHI Americas, and such other assignments as mutually agreed and in so doing, shall report to the Board of Directors of the Company (the “Board”). Executive shall have supervision and control over, and responsibility for, such management and operational functions of the Company currently assigned to such position, and shall have such other powers and duties (including, but not limited to, holding officer positions with one or more subsidiaries of the Company) as may from time to time be prescribed by the Board. Executive’s principal place of employment shall be located in Lafayette, Louisiana, provided, however, that Executive shall be subject to the reasonable business travel requirements of the Company, which will include travel throughout the United States and such other locations as may be necessary to further the interests of the Company and its affiliates.

(c) During the Employment Period, Executive agrees to devote substantially all of his business time to the business and affairs of the Company and to use Executive’s reasonable best efforts to perform faithfully, effectively and efficiently such responsibilities.

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During the Employment Period, it shall not be a violation of this Agreement for Executive to (i) serve on corporate, civic or charitable boards or committees, provided that service on any corporate board or committee shall be subject to the prior written approval of the Board and (ii) manage his personal investments, in each case, so long as such activities do not materially interfere with the performance of Executive’s responsibilities hereunder.

2. Compensation.

(a) Base Salary. The Company shall pay Executive an annual base salary (“Base Salary”) at the rate of $ 330,000 for services during the Employment Period. The Board or the compensation committee of the Board (the “Compensation Committee”) may annually review Executive’s annual Base Salary and may, at its discretion, elect to increase, but not decrease, Executive’s Base Salary at any time if it deems an increase is warranted. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company, but in no event shall the Base Salary be paid to Executive less frequently than monthly. The term “Base Salary” as used in this Agreement shall refer to the Base Salary as it may be so adjusted from time to time.

(b) Annual Bonus. With respect to each calendar year during the Employment Period, beginning with calendar year 2020, Executive shall be eligible to earn an annual bonus (the “Annual Bonus”) in an amount to be determined by the Board or the Compensation Committee based on performance goals established by the Board or the Compensation Committee in its discretion, with Executive being eligible to earn a target annual bonus equal to 100% of his Base Salary (“Target Bonus”). Executive’s annual bonus paid during any calendar year may range from zero up to the Target Bonus. Any Annual Bonus earned with regard to a particular calendar year shall be paid to Executive no later than March 15 of the following calendar year, subject to Executive’s continued employment with the Company on the actual date of payment.

(c) MIP Grants. Executive shall be eligible to participate in the Company’s management incentive plan (the “MIP”) in accordance with the terms thereof and as determined by the Board or the Compensation Committee. Executive shall receive an initial equity grant under the MIP with a grant date value equal to $ 1,240,050, and all other terms relating to such equity grant shall be governed by the applicable Restricted Stock Unit Award Agreement. Subsequent to the initial equity grant, Executive may be eligible for additional compensatory equity grants at the sole discretion of the Board or the Compensation Committee.

3. Employee Benefits.

(a) During the Employment Period, Executive shall be eligible to participate in such employee benefit plans and programs that are maintained from time to time for senior executives of the Company, subject to the terms of such plans and programs as in effect from time to time. The Executive will be eligible to participate in the Company’s vacation, holiday, sick, personal and other leave policies as are provided to similarly-situated executives of the Company.

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(b) Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement and promoting the business of the Company, including reasonable expenses for travel, lodgings, entertainment and similar items related to such duties and responsibilities, in each case in accordance with applicable Company policies. The Company will promptly reimburse Executive for all such expenses upon presentation by Executive of appropriately itemized and approved accounts of such expenditures, in accordance with the Company’s expense reimbursement policy in effect from time to time; provided, however, that in no event shall the expense reimbursement be made after the last day of the taxable year following the year in which the expense was incurred by Executive, although in the event that the reimbursement would constitute taxable income to Executive, such reimbursements will be paid no later than March 15th of the calendar year following the calendar year in which the expense was incurred. No reimbursement or expenses eligible for reimbursement in any taxable year shall affect the expenses eligible for reimbursement in any other taxable year, nor may the right to receive a reimbursement of expenses be subject to liquidation or exchanged for another benefit.

4. Termination of Employment. Except as otherwise specified in a separate provision of this Section 4, either party may terminate this Agreement and Executive’s employment for any reason after providing thirty (30) days’ written notice to the otherparty.

(a) Termination by the Company for Cause or Voluntary Resignation by Executive without Good Reason. The Company may immediately terminate Executive’s employment at any time for Cause. Upon termination of Executive’s employment by the Company for Cause or a voluntary resignation by Executive without Good Reason, Executive shall only be entitled to (i) any accrued but unpaid Base Salary earned through the Date of Termination, (ii) any accrued but unused vacation time, and (iii) any unreimbursed business expenses incurred by Executive prior to the Date of Termination (to be paid in accordance with the provisions of Section 3(b)) (such payments in subclauses (i) through (iii), collectively, the “Accrued Compensation”), which amount(s) shall be paid within ten (10) business days after the Date of Termination. For purposes hereof, “Cause” means any of the following:

(i) Executive’s commission of theft, embezzlement, any other act of dishonesty relating to Executive’s employment or service, or any willful violation of any law, rules or regulation applicable to the Company, including, but not limited to, those laws, rules or regulations established by the Securities and Exchange Commission, or any self-regulatory organization having jurisdiction or authority over Executive or the Company; or

(ii) Executive’s conviction of, or Executive’s plea of guilty or nolo contendere to, any felony or of any other crime involving fraud, dishonesty or moral turpitude; or

(iii) A determination by the Board that Executive has materially breached this Agreement or the Business Protection Agreement attached hereto as Exhibit A (the “Business Protection Agreement”) which constitutes a part of this Agreement, where such breach is not remedied within ten (10) business days after written demand by the Board for substantial performance is received by Executive which identifies the manner in which the Board believes Executive has so breached this Agreement; or

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(iv) Executive’s failure to (x) perform the reasonable and customary duties of his position with the Company or (y) comply with any lawful, written directive by the Board, which failure is not remedied within ten (10) business days after written demand by the Board for substantial performance is received by Executive which specifically identifies the nature of such failure; or

(v) Executive’s commission of any act or engagement in any activity which subjects Executive or the Company to public disrepute, contempt, scandal or ridicule, or which might cause reputational or financial harm to the Company.

(b) Termination by the Company without Cause, Resignation by Executive for Good Reason, or by the Company’s Non-Renewal. Upon termination of this Agreement pursuant to this Section 4(b) (i) by the Company without Cause (other than due to Executive’s death or Disability (as defined below), (ii) by Executive for Good Reason (as defined below), or (iii) upon the Company’s provision to Executive of a Non-Renewal Notice in accordance with Section 1(a), the Company shall pay or provide to Executive the following, subject to Executive’s compliance with Section 6 hereof (other than with respect to the Accrued Compensation):

(i) The Accrued Compensation;

(ii) Any earned but unpaid Annual Bonus with respect to the calendar year prior to the calendar year in which the Date of Termination occurs, paid at the same time Annual Bonuses are paid to other executives of the Company generally (but in no event later than March 15th of the calendar year following the calendar year in which the Date of Termination occurs) (the “Earned Bonus”);

(iii) the sum of (x) one times Executive’s then-current Base Salary plus (y) the lesser of (A) one times the Target Bonus for the year in which the Date of Termination occurs or (B) the average of Executive’s Annual Bonuses paid in respect of the last three calendar years prior to the calendar year in which the Date of Termination occurs (such sum, the “Severance Payment”); provided, that the calculation of the three- year average bonus amount referred to in subclause (B) shall only take into account any annual cash bonuses paid in respect of the 2020 calendar year and beyond (i.e., if Executive’s employment terminates during December 2022, the amount described in subsection (B) would be calculated by averaging the annual cash bonuses (including any amounts that are equal to $0) paid in respect of 2020 and 2021)), and shall exclude any KEIP and KERP payments. The Severance Payment will be paid in accordance with the Company’s payroll practices for a period of twelve months following the Date of Termination, subject to and in accordance with Section 6 of this Agreement;

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(iv) a pro-rated Annual Bonus for the year in which the Date of Termination occurred (based on actual achievement of the applicable performance criteria, and pro-rated based on the number of days that Executive was employed by the Company during the year in which the Date of Termination occurs), paid at the same time Annual Bonuses are paid to other the Company executives generally (but in no event later than March 15th of the calendar year following the calendar year in which the Date of Termination occurs) (the “Pro Rata Bonus”); and

(v) Reimbursement for the employer portion of the monthly cost of maintaining health benefits for Executive as of the Date of Termination under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), excluding any short-term or long-term disability insurance benefits, for a period of 12 months following the Date of Termination (or, if earlier, until Executive becomes eligible to receive health benefits under a group health plan of a subsequent employer), to the extent the Executive properly elects COBRA coverage (the “Continuing COBRA Coverage”). Such reimbursements shall be paid in accordance with Sections 6 and 28 of this Agreement.

(c) Termination due to death or Disability. This Agreement will terminate automatically upon Executive’s death. Executive shall be deemed to have sustained a “Disability” if he shall have been unable to substantially perform his duties as an employee of the Company as a result of sickness or injury and shall have remained unable to perform any such duties for a period of more than one-hundred eighty (180) consecutive days in any twelve (12) month period. Upon termination of this Agreement as a result of death or Disability, Executive shall only be entitled to the following payments and benefits (subject to Section 6, other than with respect to the Accrued Compensation):

(i) The Accrued Compensation;

(ii) the Earned Bonus, and

(iii) the Pro Rata Bonus.

(d) Treatment of Equity Awards upon Termination. Treatment of any awards under the MIP will be governed by the terms and conditions of the MIP and the applicable award agreement(s).

(e) Date of Termination. As used in this Agreement, “Date of Termination” means (i) if Executive’s employment is terminated by his death, the date of his death; (ii) if Executive’s employment is terminated as a result of a Disability or by the Company for Cause or without Cause, then the date specified in a notice delivered to Executive by the Company of such termination, (iii) if Executive’s employment is terminated for any other reason, the date specified therefore in the notice of such termination, and (iv) if Executive’s employment terminates due to the expiration of this Agreement following the provision of a Non-Renewal Notice, the last day of the then-current Employment Period (without any further renewals). The Employment Period will terminate upon any termination of Executive’s employment pursuant to this Section 4.

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(f) Resignation for Good Reason. As used in this Agreement, “Good Reason” means, without Executive’s consent, any of the following:

(i) material diminution in Executive’s Base Salary (other than in connection with an across-the-board reduction effecting similarly-situated executives of the Company);

(ii) A material diminution in Executive’s duties and responsibilities to the Company following the date of this Agreement; and

(iii) A relocation of Executive’s principal place of employment by more than 50 miles from Executive’s principal place of employment specified in Section 1(b) of this Agreement; provided, that a relocation of the Company’s headquarters to Dallas-Fort Worth, TX or Houston, TX shall not constitute Good Reason.

The foregoing conditions will constitute Good Reason only if (A) Executive provides written notice to the Company within 30 days following the initial existence of the condition(s) constituting Good Reason and (2) the Company fails to cure such condition(s) within 30 days after receipt from Executive of such notice and (3) Executive resigns for Good Reason no later than 90 days after the initial existence of the facts or circumstances constituting Good Reason.

5. Employment.

Upon termination of this Agreement, Executive’s employment shall also terminate and cease, and Executive shall be deemed to have voluntarily resigned from all positions and the Board, if Executive is a member of the Board. Executive shall confirm the foregoing resignation(s) by submitting to the Company written confirmation of Executive’s resignation(s), and the Company’s obligations to pay any payments or benefits under this Agreement (other than the Accrued Compensation), including, without limitation, the Severance Payment, Continuing COBRA Coverage, Earned Bonus and/or Pro Rata Bonus, in connection with any applicable termination of employment, shall be subject to the Company’s receipt of such written confirmation.

6. Severance Agreement, Release and Continued Compliance.

Notwithstanding any other provision in this Agreement to the contrary, as a condition precedent to receiving any payments or benefits under this Agreement (other than the Accrued Compensation), including, without limitation, the Severance Payment, Continuing COBRA Coverage, Earned Bonus and/or Pro Rata Bonus in connection with any applicable termination of employment, Executive agrees to execute a severance and general release agreement in a form specified by the Company, containing a waiver of all claims against the Company and its affiliates (the “Release”), within the twenty-one (21) day period immediately following the Date of Termination, and subsequently not revoke the Release during the seven day period commencing on the date following the day on which Executive first executes the Release. Subject to Executive’s compliance with this Section 6, the Severance Payment and any Continuing COBRA Coverage shall commence being paid on the 30^th day following the Date of Termination (the “Payment Date”), with all amounts otherwise due prior to the Payment Date instead being paid on such Payment Date. If Executive fails to execute and deliver the Release,

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or revokes the Release, Executive agrees that he shall not be entitled to receive any payments or benefits under this Agreement (other than the Accrued Compensation), including, without limitation, the Severance Payment, Continuing COBRA Coverage, Earned Bonus and/or the Pro Rata Bonus, in connection with any applicable termination of employment. For purposes of this Agreement, the Release shall be considered to have been executed by Executive if it is signed by his legal representative in the case of legal incompetence or on behalf of Executive’s estate in the case of his death. Executive’s receipt of any payments or benefits under this Agreement (other than the Accrued Compensation and Reimbursements), including, without limitation, the Severance Payment, Continuing COBRA Coverage, Earned Bonus and/or Pro Rata Bonus in connection with any applicable termination of employment, will also be subject to Executive’s continued compliance with the restrictive covenants set forth in the Business Protection Agreement or any other agreement with the Company.

7. Business Protection Agreement.

The parties acknowledge and agree that, during his tenure with the Company, Executive has received and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including, but not limited to, (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies. In consideration for Executive’s continued employment with the Company and the compensation and benefits provided for under this Agreement, the Executive has executed the Business Protection Agreement attached hereto as Exhibit B, and shall remain in compliance with the terms thereof.

8. Notices.

All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service to the parties at the following addresses or at such other addresses as shall be specified by the parties by like notice, in order of preference of the recipient:

To the Company:	To Executive:
Board of Directors	At the most recent address on
Attn: Scott McCarty, Chairman	file with the Company.
301 Commerce Street, Suite 3200
Fort Worth, TX 76102-4140

Notice so given shall, in the case of mail, be deemed to be given and received on the fifth calendar day after posting, and in the case overnight delivery service, on the date of actual delivery.

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9. Severability and Reformation.

If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and effect, and the invalid, void or unenforceable provisions shall be deemed severable. Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

10. Assignment.

This Agreement shall be binding upon and inure to the benefit of the heirs and legal representatives of Executive and the permitted assigns and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by Executive without the express written consent of the Company (except in the case of death by will or by operation of the laws of intestate succession) or by the Company, except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the assets or businesses of the Company.

11. Amendment.

This Agreement may be amended only by writing signed by both Executive and by a duly authorized representative of the Company (other than Executive).

12. Assistance in Litigation.

During the Employment Period and following termination of Executive’s employment, Executive shall reasonably cooperate with the Company and its agents in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while Executive was employed by the Company or with respect to which Executive has any knowledge. Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being reasonably available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company. Executive also shall cooperate fully with the Company in connection with any investigation or review by any Federal, state, or local regulatory authority as any such investigation or review relates, to events or occurrences that transpired while Executive was employed by the Company or with respect to which Executive has any knowledge. The Company will provide reasonable compensation to Executive in respect of any cooperation or assistance under this section that is provided following termination of Executive’s employment, calculated on an hourly basis.

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13. Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA WITHOUT REFERENCE TO RULES RELATING TO CONFLICTS OF LAW.

14. Entire Agreement.

This Agreement and the Business Protection Agreement contain the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes in all respects any prior or other agreement or understanding, written or oral, between the Company or any affiliate of the Company and Executive with respect to such subject matter. Each subsidiary of the Company is an intended third-party beneficiary of this Agreement and may enforce its rights hereunder as though it were a party hereto.

15. Withholding.

The Company will have the right to withhold from any amount payable hereunder any federal, state, city, local or other taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling.

16. Counterparts.

This Agreement may be executed in two or more counterparts, each of which will be deemed an original.

17. Remedies.

The parties recognize that upon Executive’s actual or threatened breach of this Agreement or the Business Protection Agreement, or upon the Company’s actual or threatened breach of this Agreement, the Company or Executive, as applicable, shall be entitled to seek and pursue all remedies available to it against the other party under law and equity. The parties agree that if one of the parties is found to have breached this Agreement (or, with respect to Executive, the Business Protection Agreement) by a court of competent jurisdiction or arbitrator, the breaching party will be required to pay the non-breaching party’s attorneys” fees reasonably incurred in prosecuting the non-breaching party’s claim of breach.

18. Non-Waiver.

The failure by either party to insist upon the performance of any one or more terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any right granted hereunder or of any future performance of any such term, covenant or condition, and the obligation of either party with respect hereto shall continue in full force and effect, unless such waiver shall be in writing signed by the Company (other than Executive) and Executive.

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19. Construction.

The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed in accordance to its fair meaning and not strictly for or against the Company or Executive. Unless otherwise specified, all references to a “Section” shall be deemed to refer to a Section of this Agreement.

20. No Inconsistent Obligations.

Executive represents and warrants that he has no obligations, legal, in contract, or otherwise, inconsistent with the terms of this Agreement or with his undertaking or continuing employment with the Company to perform the duties described herein. Executive will not disclose to the Company, or use, or induce the Company to use, any confidential, proprietary, or trade secret information of others. Executive represents and warrants that he has returned all property and confidential information belonging to all prior employers, if he is obligated to do so.

21. Binding Agreement.

This Agreement shall inure to the benefit of and be binding upon Executive, his heirs and personal representatives, and the Company, its successors and assigns.

22. Voluntary Agreement.

Each party to this Agreement has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, has executed this Agreement based upon such party’s own judgment and advice of counsel (if any), and knowingly, voluntarily, and without duress, agrees to all of the terms set forth in this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of authorship of any provision of this Agreement. Except as expressly set forth in this Agreement, neither the parties nor their affiliates, advisors and/or their attorneys have made any representation or warranty, express or implied, at law or in equity with respect of the subject matter contained herein. Without limiting the generality of the previous sentence, the Companies, their affiliates, advisors, and/or attorneys have made no representation or warranty to Executive concerning any tax consequences (including, but not limited to, state or Federal tax consequences) to Executive regarding the transactions contemplated by this Agreement.

23. Section 409A of the Code.

This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”), or to be treated as exempt therefrom, and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an

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involuntary separation from service, as a short-term deferral, or as any other compensation that is otherwise exempt from Section 409A shall be treated as excluded from Section 409A to the maximum extent possible. Any payments to be made under this Agreement upon a termination of Executive’s employment that are deemed to constitute non-qualified deferred compensation subject to Section 409A shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Executive’s death or (ii) the date that is six (6) months after the Date of Termination of Executive’s employment hereunder (such applicable date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and Executive shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of Executive in connection with the Agreement (including, but not limited to, any taxes, penalties and interest under Section 409A), and neither the Company, nor any of its affiliates, shall have any obligation to indemnify or otherwise hold Executive (or any beneficiary) harmless from any or all taxes, penalties or interest.

24. Excise Tax.

Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive pursuant to this Agreement or any other plan, program arrangement or agreement of the Company (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code or any successor provision (the “Excise Tax”), then such Payment shall be delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the applicable change in control shall perform all calculations necessary to determine the foregoing. Such accounting firm shall provide its calculations to the Company and Executive within 15 calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as reasonably requested by the Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. Any reduction in payments and/or benefits pursuant to this paragraph will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to Executive.

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25. Indemnification.

The Company will defend and indemnify Executive as required by the Company’s Bylaws and Certificate of Incorporation, to the maximum extent permitted by applicable law. During the Employment Period and thereafter (with respect to events occurring during the Employment Period), the Company will maintain and provide Executive with coverage under its directors’ and officers’ liability policy to the same extent that it provides such coverage to its other officers and directors generally.

26. Survival.

The provisions and obligations of this Agreement which, by their nature, require or contemplate full or partial performance after the termination or expiration of this Agreement or Executive’s employment with the Company survive termination of Executive’s employment or this Agreement.

27. Clawback.

Notwithstanding any other provisions in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement will be subject to recoupment in accordance with any existing clawback or recoupment policy of the Company, any clawback or recoupment policy of the Company as may be adopted or amended from time to time, or any clawback or, if applicable, recoupment policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.

(Signature Page to Follow)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

PHI Group, Inc.
By:
Name:	Scott McCarty
Title:	Chairman of the Board of Directors
PARTICIPANT
Name:	James Hinch
	03/23/2020

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EX-10.12

Exhibit 10.12

COMPENSATION AGREEMENT

THIS COMPENSATION AGREEMENT (this “Agreement”) is made and entered into this 6th day of May, 2022, by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”) and sets forth the terms and conditions for any and all bonus and/or other compensation payments of any sort (including, but not limited to, any salary) (“Bonus and/or Other Payment”) made by the Company to the Employee.

Employee acknowledges and agrees that if Employee elects not to sign this Agreement, Employee will not receive the Bonus and/or Other Payment described herein and Employee’s compensation program will remain unchanged from the current program.

The parties previously executed Employee’s Employment Agreement, dated effective January 1, 2020 (the “Employment Agreement”), which the parties intend to continue in effect, except to the extent this Agreement provides otherwise.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the Company and the Employee hereby agree as follows:

1. Compensation

a. From May 1, 2022 through May 1, 2025 (the “Committed Time Period”), the Company shall pay Employee an annual base salary at the rate of $400,000 (the “Base Salary”) which is an annual increase of $70,000 (the “Base Salary Increase”). Base Salary shall be payable in accordance with the ordinary payroll practices of the Company, but in no event shall the Base Salary be paid to Employee less frequently than monthly.

b. During the Committed Time Period, the Employee will be eligible to receive an annual cash bonus in an amount equal to $400,000 subject to achieving performance goals established by the Company’s Board or Compensation Committee in its discretion (the “Cash Bonus”) which is an annual increase of $70,000 (the “Cash Bonus Increase”).

c. Within thirty days after signing this Agreement, the Company will pay Employee a one-time retention bonus in the amount of $400,000 (the “Signing Bonus”).

d. Employee was previously granted certain Restricted Stock Units under one or more Restricted Stock Unit Awards (Performance-Based) Agreements (the “PSU Award Agreement”), which are subject to the Company’s management incentive plan (the “Plan” and such units the “PSUs”). The percentage of such PSUs that vest upon a Change in Control (as defined in the Plan) is based upon the Total Enterprise Value (as defined in the applicable PSU Award Agreement) as of such Change in Control, and the applicable PSU Award Agreements are hereby amended to reduce the applicable Total Enterprise Value in accordance with the table below (the “PSU Amendment”). All other terms relating to such PSU Awards (except as provided otherwise in this Agreement) shall remain unchanged and be governed by the applicable PSU Award Agreement.

Compensation Agreement – James Hinch Page 1 of 7

TEV	Vesting Percentage
TEV Less than $731.3 Million		0	%
TEV Equals $731.3 Million		10	%
TEV Equals $800 Million		50	%
TEV Equals $1,050 Million		75	%
TEV Equals or Exceeds $1,300.0 Million		100	%

2. No Bonus and/or Other Payment is due or payable unless the Employee is employed by the Company on the date such Bonus and/or Other Payment is paid by the Company.

3. If the Employee elects to terminate his/her employment with the Company such that the Employee’s last date of employment with the Company is on or after the end of the:

• Committed Time Period,

and the Employee gives the Company less than:

• 60 days’ advance notice of the Employee’s last day of employment with the Company,

then the Employee hereby agrees:

• to promptly pay back to the Company any payments of the Cash Bonus Increase the Employee received from the Company (including any bonus payment that may be in process on or around the Employee’s last day of employment), plus

• to promptly pay back to the Company any payments of the Base Salary Increase the Employee received from the Company (including any bonus payment that may be in process on or around the Employee’s last day of employment), plus

• to promptly pay back to the Company any Signing Bonus the Employee received from the Company, plus

• the PSU Amendment shall be rescinded such that the PSUs revert to their vesting threshold terms prior to such PSU Amendment, and

the Company shall have the right to withhold (as an offset against any obligation for the Employee to pay back any such amounts to the Company) any regular and/or special compensation payments that have not yet been paid by the Company to the Employee up to the amount of any such payment owed to the Company. In the event the Employee needs to pay back any bonus to the Company under this Section, the Employee agrees to pay such amounts to the Company on or before the Employee’s last day of employment. In the event the Employee refuses to do his or her job duties or intentionally avoids doing his or her job duties, the parties agree that such refusal would constitute the Employee electing to terminate his or her employment with the Company.

4. The Business Protection Agreement that Employee previously signed shall continue in effect, and Employee shall remain in compliance with the terms thereof. Likewise, the Employment Agreement shall continue in effect, except that the terms of this Agreement shall control in the event of any conflict between this Agreement and the Employment Agreement.

Compensation Agreement – James Hinch Page 2 of 7

5. During Employee’s employment with the Company and following termination of such employment, Employee shall reasonably cooperate with the Company and its agents in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while Employee was employed by the Company or with respect to which Employee has any knowledge. Employee’s cooperation in connection with such claims or actions shall include, but not be limited to, being reasonably available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company. Employee also shall cooperate fully with the Company in connection with any investigation or review by any Federal, state, or local regulatory authority as any such investigation or review relates, to events or occurrences that transpired while Employee was employed by the Company or with respect to which Employee has any knowledge. The Company will provide reasonable compensation to Employee in respect of any cooperation or assistance under this section that is provided following termination of Employee’s employment, calculated on an hourly basis and will reimburse Employee for any expenses (including attorneys’ fees) reasonably incurred in connection with same (other than attorneys’ fees incurred by the Employee as a result of the Employee personally being the subject of any such litigation or investigation).

6. If Section 11 indicates that the Employee and the Company are executing a Pledge, then the terms and provisions of the Pledge are hereby incorporated into and made a part of this Agreement as though such terms and provisions were set forth in full in this Agreement.

7. If the Company transfers Employee’s employment to any of its affiliated, related or associated entities (the “Successor Company”), then all of Employee’s rights, obligations, duties and benefits under this Agreement shall apply to his/her employment with the Successor Company; such Successor Company shall have all of the rights, obligations, duties and benefits of the Company under this Agreement and shall have the right to enforce all of the rights and remedies of the Company under this Agreement; and the term “Company” for purposes of this Agreement shall include the Company and the Successor Company.

8. The Company and the Employee hereby agree that if any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, illegal, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, the Employee and the Company hereby agree that such illegal, invalid or unenforceable provision shall be reformed to be enforceable to the maximum extent permitted by the law, or if reformation is not possible, in lieu of such illegal, invalid or unenforceable provision, a new provision shall be added automatically as part of this Agreement, which new provision shall be as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

9. The Company and the Employee hereby agree that this Agreement shall apply with respect to any and all Bonus and/or Other Payment by the Company to the Employee after the date hereof, and any and all Bonus and/or Other Payment made by the Company to the Employee on or after the date hereof are in exchange for Employee’s agreement to be bound by this Agreement. Upon breach by Employee of this Agreement, the Company will have all remedies available at law or in equity including, without limitation, the right to require the repayment to the Company of any and all Bonus and/or Other Payment made by the Company to the Employee (to the extent allowed by law) and the right to sue for additional damages for breach of contract.

Compensation Agreement – James Hinch Page 3 of 7

10. This Agreement is to be construed in accordance with the substantive laws (but not the conflicts laws) of the State of Texas. Venue for any suit regarding or relating to this Agreement shall lie exclusively with the courts of Tarrant County, Texas and the parties hereby consent to the exclusive jurisdiction of the federal and state courts located in Tarrant County, Texas.

11. This Agreement includes a Compensation Agreement Pledge.

Compensation Agreement – James Hinch Page 4 of 7

The undersigned hereby agree to be bound by this Agreement, and if applicable, the Compensation Agreement Pledge.

PHI Group, Inc.		JAMES HINCH
By:		Signature:
Name:	Scott McCarty	Date:	05/06/2022
Its:	CEO
Date:	5/6/22

Compensation Agreement – James Hinch Page 5 of 7

COMPENSATION AGREEMENT PLEDGE

As part of that certain Compensation Agreement entered into by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”), the Company and the Employee have agreed to enter into this Compensation Agreement Pledge (this “Pledge”).

In signing the attached Compensation Agreement, the Employee hereby commits to work full time for the Company until at least:

• The end of the Committed Time Period in the same capacity in which the Company hired the Employee.

The Employee hereby agrees that if the Employee voluntarily terminates his/her employment with the Company (or is terminated by the Company for Cause (as defined in the Plan)) prior to the end of the Committed Time Period, then the Employee agrees:

• to promptly pay back to the Company any payments of the Cash Bonus Increase the Employee received from the Company (including any bonus payment that may be in process on or around the Employee’s last day of employment), plus

• to promptly pay back to the Company any payments of the Base Salary Increase the Employee received from the Company (including any bonus payment that may be in process on or around the Employee’s last day of employment), plus

• to promptly pay back to the Company any Signing Bonus the Employee received from the Company, plus

• the PSU Amendment shall be rescinded such that the PSUs revert to their vesting threshold terms prior to such PSU Amendment, and

In the event the Employee is required to make any of the above payments to the Company, the Company shall have the right to withhold (as an offset against any obligation for the Employee to pay any such amounts to the Company) any regular and/or special compensation payments that have not yet been paid by the Company to the Employee up to the amount of any such payment owed to the Company. In the event the Employee needs to pay any money to the Company, the Employee agrees to pay such amounts to the Company on or before the Employee’s last day of employment.

The Employee agrees that the terms of the Compensation Agreement and Pledge (including any possible payment obligations of the Employee) are reasonable, and further acknowledges that he or she has carefully considered the terms thereof and the amounts of possible payment obligations of Employee and has concluded such terms and payments (should Employee have to pay make any such payments) do not and would not inhibit Employee’s ability to seek other employment.

Compensation Agreement Pledge – Jamie Hitc Page 6 of 7

Neither the Compensation Agreement nor this Pledge is a contract guaranteeing employment for any period of time. The Employee is an at-will employee of the Company, and as such, either the Employee or the Company may terminate the Employee’s employment with the Company at any time.

PHI Group. Inc
PRINTED COMPANY NAME		JAMES HINCH
By:		Signature:
Name:	Scott McCarty	Date:	05/06/2022
Its:	CEO
Date:	5/6/22

Compensation Agreement Pledge – Jamie Hitc Page 7 of 7

EX-10.13

Exhibit 10.13

PHI Group, Inc.

Management Incentive Plan

1. Purpose. The purpose of the PHI Group, Inc. Management Incentive Plan is to further align the interests of participants with those of the shareholders by providing incentive compensation opportunities tied to the performance of the Common Stock (as defined below) and by promoting increased ownership of the Common Stock by such individuals. The Plan is also intended to advance the interests of the Company and its shareholders by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of the Company’s business is largely dependent.

2. Definitions. Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below:

“Affiliate” shall mean any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (within the meaning of the Exchange Act).

“Award” means an award of a Stock Option, Restricted Stock Award, Restricted Stock Unit Award, or Other Award granted under the Plan.

“Award Agreement” means an agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant, as provided in Section 12.1 hereof.

“Board” means the Board of Directors of the Company.

“Cause” shall have the meaning set forth in Section 10.2(b) hereof.

“Change in Control” means the occurrence of any of the following (i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act (a “Group Person”) (other than (A) Oaktree Capital and Q Investments, their respective Affiliates, and their respective funds, managed accounts, and related entities managed by any of them or their respective Affiliates, or wholly-owned subsidiaries of the foregoing, but not including, however, any of their operating portfolio companies and any group of the foregoing (each, an “Excluded Person”), (B) the Company, (C) any trustee or other fiduciary holding securities under any employee benefit plan of the Company, (D) any company or entity owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company or (E) pursuant to a transaction or series of transactions in which the holders of the securities entitled to vote generally in the election of directors to the Board (the “Voting Securities”) of the Company outstanding immediately prior thereto, continue to retain or represent, directly or indirectly, (either by remaining outstanding or by being converted into Voting Securities of the surviving entity), more than 50% of the combined voting power of the Voting Securities of the Company, such surviving entity or any ultimate parent thereof outstanding immediately following such transaction or series of transactions, becomes the “beneficial owner” (within the meaning of Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then

outstanding Voting Securities; (ii) the sale of all or substantially all of the Company’s assets in one or more related transactions within a 12-month period to any Group Person (other than such a sale by the Company or any of is Subsidiaries of a business unit or a Subsidiary, unless the Board determines that such sale shall constitute a Change in Control), and other than such a sale to (x) a subsidiary of the Company which does not involve a change in the equity holdings of the Company, (y) an Excluded Person, or (z) any company or entity owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company; or (iii) any merger, consolidation, reorganization or similar event of the Company or any of its Subsidiaries, as a result of which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty percent (50%) of the aggregate voting power of the Voting Securities. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred if an Excluded Person has the ability to appoint a majority of the members of the Board.

Notwithstanding anything herein to the contrary, clauses (i) and (ii) herein shall be interpreted in a manner consistent with Treasury Regulation Sections 1.409A-3(i)(5)(v) and (vii), respectively.

“Code” means the United States Internal Revenue Code of 1986, as amended, together with the applicable regulations thereunder.

“Committee” means the Compensation Committee of the Board, or such other committee of the Board appointed by the Board or the Committee to administer the Plan, or the full Board if no such committee is appointed. If applicable, the Committee shall be composed of not less than two directors, each of whom is required to be a “non-employee director” (within the meaning of Rule 16b-3 of the Exchange Act).

“Common Stock” means the common stock of the Company (par value $0.01 per share).

“Company” means PHI Group, Inc. and any successor thereto.

“Date of Grant” means the date on which an Award under the Plan is granted by the Committee, or such later date as the Committee may specify to be the effective date of an Award.

“Disability” means, unless otherwise provided in an Award Agreement or as set forth in an employment agreement between a Participant and the Company or any of its Subsidiaries, a Participant being considered “disabled” within the meaning of Section 409A of the Code.

“Effective Date” means the date the Plan is adopted and approved by the Board.

“Eligible Person” means any Person who is an employee, director, or consultant of the Company or any of its Subsidiaries.

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

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“Fair Market Value” of a share of Common Stock shall be the fair market value of such share as reasonably determined by the Board in its good-faith discretion, and to the extent deemed appropriate by the Board, based upon a recent transaction price per share or third-party valuation of the Common Stock and, to the extent necessary, shall be determined in a manner consistent with Section 409A of the Code; provided that, following an IPO, the “Fair Market Value” shall be the closing trading price of a share of Common Stock on the specified date.

“Incentive Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of Section 422 of the Code.

“IPO” means, following the Effective Time, the first underwritten public offering of the Common Stock covering the offer and sale of Common Stock for the account of the Company underwritten by a reputable nationally recognized underwriter pursuant to which the Common Stock will be quoted or listed on a nationally-recognized securities exchange.

“Nonqualified Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.

“Other Award” means any right granted pursuant to Section 9 hereof which is (i) not an Award described in Sections 6 through 8 hereof, and (ii) an Award of Common Stock or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock (including, without limitation, securities convertible into Common Stock), as deemed by the Committee to be consistent with the purposes of the Plan.

“Participant” means any Eligible Person who holds an outstanding Award under the Plan.

“Person” means an individual, partnership, corporation, unincorporated organization, joint stock company, limited liability company, trust, joint venture or other legal entity, or a governmental agency or political subdivision thereof.

“Plan” means the PHI Group, Inc. Management Incentive Plan as set forth herein, effective as provided in Section 14.1 hereof and as may be amended and/or restated from time to time.

“Restricted Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 7 hereof that are issued subject to such vesting and transfer restrictions as the Committee shall determine, and such other conditions, as are set forth in the Plan and the applicable Award Agreement.

“Restricted Stock Unit Award” means a grant of a right to receive shares of Common Stock (or other consideration based on the value of shares of Common Stock) to an Eligible Person under Section 8 hereof that are issued subject to such vesting and transfer restrictions as the Committee shall determine, and such other conditions, as are set forth in the Plan and the applicable Award Agreement.

“Securities Act” means the United States Securities Act of 1933, as amended.

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“Service” means a Participant’s service as an employee, director, or consultant of the Company or any of its Subsidiaries, as applicable.

“Stock Option” means a grant to an Eligible Person under Section 6 hereof of an option to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

“Subsidiary” means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company, or any other Affiliate of the Company that is so designated, from time to time, by the Committee, during the period of such affiliated status; provided, however, that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity that qualifies under Section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.

3. Administration.

3.1 Delegation. The Plan shall be administered by the Committee. The Committee shall have the right, from time to time, to delegate to one or more officers of the Company the authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements of applicable law and such other limitations as the Committee shall determine. The Committee shall also be permitted to delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under the Plan, to the extent permitted by applicable law. In the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s proper delegation of authority hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.

3.2 Committee Authority. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan or with respect to administration of the Plan. Subject to the express limitations of the Plan, the Committee shall have authority in its discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be granted, the number and type of shares or units subject to each Award, the purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the performance criteria, performance goals and other conditions of an Award, the duration of the Award, and all other terms of the Award. The Committee has the ability to set performance goals based on such metrics as it deems appropriate, including, but not limited to, performance measures included in any of the Company’s Securities and Exchange Commission filings, operational metrics, financial ratios, total shareholder return, market share, line items on the Company’s balance sheet, and line items on the Company’s income statement. The Committee shall also have discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to make all other determinations necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply any omission or to reconcile any inconsistency in the Plan or any Award Agreement hereunder. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. The Committee’s

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determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Company or such attorneys, consultants, accountants or other advisors as the Committee may select. All interpretations, determinations, and actions by the Committee shall be final, conclusive, and binding upon all parties.

3.3 Liability & Indemnification. The Committee or its designee shall not be liable for any action or determination made in good faith with respect to the Plan or any Award issued hereunder. The Company will indemnify and defend the Committee or its designee to the maximum extent permitted by law for all actions taken on behalf of the Company with respect to the Plan.

4. Shares Subject to the Plan.

4.1 Number of Shares Reserved. Subject to adjustment pursuant to Section 4.2 hereof, the maximum number of shares of Common Stock which may be issued to Participants in respect of Awards under the Plan shall be 3,206,250. Subject to adjustment as provided in Section 4.2 hereof, no more than 3,000,000 shares of Common Stock may be granted with respect to Incentive Stock Options.

4.2 Adjustments. If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification, extraordinary dividend (whether in the form of cash, shares of Common Stock, other securities, or other property), stock split, reverse stock split, or other distribution or payment with respect to the shares of Common Stock or any merger, reorganization, consolidation, combination, spin-off, or other similar corporate change, or any other change affecting the Common Stock, the Committee shall, in the manner and to the extent it considers in good faith to be equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made to any or all of the following (a) the number and kind of shares or units subject to Awards under the Plan pursuant to Section 4.1 hereof, (b) the number and kind of shares of Common Stock or other rights subject to then outstanding Awards (including, without limitation, providing for the cancellation of the awards in exchange for a cash payment or awarding cash payments to holders of such Awards), (c) the exercise price or base price for each share or other right subject to then outstanding Awards, and (d) any other terms of an Award that are affected by the event or change as determined by the Committee. Notwithstanding the foregoing, (i) any such adjustments shall, to the extent necessary, be made in a manner consistent with the requirements of Section 409A of the Code, and (ii) in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code.

4.3 Availability of Certain Shares. Any shares of Common Stock covered by an Award granted under the Plan shall not be counted unless and until they are actually issued and delivered to a Participant and, therefore, the total number of shares of Common Stock available under the Plan as of a given date shall not be reduced by shares of Common Stock relating to prior Awards that (in whole or in part) have expired or have been forfeited or cancelled, and upon payment in

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cash of the benefit provided by any Award, any shares of Common Stock that were covered by such Award will be available for issue hereunder. For the avoidance of doubt, the following shares of Common Stock shall again be made available for delivery to Participants under the Plan: (a) shares of Common Stock not issued or delivered as a result of the “net exercise” of an outstanding Stock Option, (b) shares of Common Stock that are tendered to or withheld by the Company to satisfy the exercise price or applicable tax withholding related to an Award, (c) shares of Common Stock repurchased by the Company using proceeds realized by the Company in connection with a Participant’s exercise of a Stock Option, and (d) shares of Common Stock purchased by Participants for Fair Market Value.

5. Eligibility and Awards. Any Eligible Person may be selected by the Committee to receive an Award and become a Participant under the Plan. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of Awards to be granted, the number of shares of Common Stock subject to Awards to be granted and the terms and conditions of such Awards consistent with the terms of the Plan. In selecting Eligible Persons to be Participants, and in determining the type and amount of Awards to be granted under the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate.

6. Stock Options.

6.1 Grant of Stock Options. A Stock Option may be granted to any Eligible Person selected by the Committee. Subject to the provisions of Section 6.6 hereof and Section 422 of the Code, each Stock Option shall be designated, in the discretion of the Committee, as an Incentive Stock Option or as a Nonqualified Stock Option.

6.2 Exercise Price. The exercise price per share of a Stock Option shall not be less than 100% of the Fair Market Value of the shares of Common Stock on the Date of Grant. The Committee may, in its discretion, specify for any Stock Option an exercise price per share that is higher than the Fair Market Value on the Date of Grant.

6.3 Vesting of Stock Options. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a Stock Option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Option may be based on the continued Service of the Participant, on the attainment of specified performance goals or on such other terms and conditions as approved by the Committee in its discretion. The vesting and exercisability of a Stock Option may be accelerated by, and may be dependent upon, in whole or in part, the occurrence of a Change in Control.

6.4 Term of Stock Options. The Committee shall, in its discretion, prescribe in an Award Agreement the period during which a vested Stock Option may be exercised, provided, however, that the maximum term of a Stock Option shall be ten years from the Date of Grant. A Stock Option may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant’s Service with the Company or any Subsidiary.

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6.5 Stock Option Exercise; Tax Withholding. Subject to such terms and conditions as specified in an Award Agreement, a vested Stock Option may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, together with payment of the aggregate exercise price therefore, provided that arrangements satisfactory to the Company have been made with respect to any applicable withholding tax, pursuant to Section 13.4 hereof. Payment of the exercise price shall be made in one or more of the following forms of payment at the election of the Participant: (i) in cash or by cash equivalent acceptable to the Committee, (ii) to the extent permitted by the Committee in its discretion, in shares of Common Stock, valued at the Fair Market Value of such shares on the date of exercise, (iii) to the extent permitted by the Committee in its discretion, by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Stock Option with a Fair Market Value equal to the aggregate exercise price of such Stock Option at the time of exercise, (iv) to the extent permitted by the Committee in its discretion, by a combination of the foregoing methods, or (v) by such other method as may be approved by the Committee or set forth in the Award Agreement.

6.6 Additional Rules for Incentive Stock Options.

a) Eligibility. An Incentive Stock Option may be granted only to an Eligible Person who is considered an employee for purposes of Treasury Regulation §1.421-7(h) with respect to the Company or any Subsidiary that qualifies as a “subsidiary corporation” with respect to the Company for purposes of Section 424(f) of the Code.

b) Annual Limits. No Incentive Stock Option shall be granted to a Participant as a result of which the aggregate Fair Market Value (determined as of the Date of Grant) of Common Stock with respect to which incentive stock options under Section 422 of the Code are exercisable for the first time in any calendar year under the Plan and any other stock option plans of the Company or any subsidiary or parent corporation, would exceed $100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by taking stock options into account in the order in which they were granted.

c) Termination of Employment. An Award of an Incentive Stock Option may provide that such Stock Option may be exercised not later than three months following termination of employment of the Participant with the Company and all Subsidiaries, or not later than one year following death or a permanent and total disability within the meaning of Section 22(e)(3) of the Code, as and to the extent determined by the Committee to comply with the requirements of Section 422 of the Code.

d) Other Terms and Conditions; Nontransferability. Any Incentive Stock Option granted hereunder shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as are deemed necessary or desirable by the Committee, which terms, together with the terms of the Plan, shall be intended and interpreted to cause such Incentive Stock Option to qualify as an “incentive stock option” under Section 422 of the Code. An Award Agreement for an Incentive Stock Option may provide that such Stock Option shall be treated as a Nonqualified Stock Option to the extent that certain requirements applicable to “incentive stock options” under the Code shall not be satisfied. An Incentive Stock Option shall by its terms be nontransferable other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by such Participant.

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e) Disqualifying Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two years following the Date of Grant or one year following the transfer of such shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Company may reasonably require.

7. Restricted Stock Awards.

7.1 Grant of Restricted Stock Awards. A Restricted Stock Award may be granted to any Eligible Person selected by the Committee. The Committee may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Award. The Committee may provide in an Award Agreement for the payment of dividends and distributions to the Participant at such times as paid to shareholders generally or at the times of vesting or other payment of the Restricted Stock Award.

7.2 Vesting Requirements. The restrictions imposed on shares granted under a Restricted Stock Award shall lapse in accordance with the vesting requirements specified by the Committee in the Award Agreement. The requirements for vesting of a Restricted Stock Award may be based on the continued Service of the Participant, on the attainment of specified performance goals or on such other terms and conditions as approved by the Committee in its discretion. The vesting of a Restricted Stock Award may be accelerated by, and may be dependent upon, in whole or in part, the occurrence of a Change in Control.

7.3 Rights as Shareholder. Subject to the foregoing provisions of the Plan and the applicable Award Agreement, unless otherwise prohibited by applicable law or determined by the Committee, the Participant shall have the rights of a shareholder with respect to the shares granted to the Participant under a Restricted Stock Award, including but not limited to the right to vote the shares and, to the extent set forth in the applicable Award Agreement, receive dividends in respect of shares and other distributions paid or made with respect thereto. Any Common Stock or other securities or payments received or payable as a dividend, distribution or otherwise will be subject to the same restrictions as the underlying Restricted Stock Award.

7.4 Section 83(b) Election. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Stock Award, the Participant shall reasonably promptly provide a copy to the Company. The Committee may provide in an Award Agreement that the Restricted Stock Award is conditioned upon the Participant’s making or refraining from making an election with respect to the Award under Section 83(b) of the Code.

8. Restricted Stock Unit Awards.

8.1 Grant of Restricted Stock Unit Awards. A Restricted Stock Unit Award may be granted to any Eligible Person selected by the Committee. The Committee may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Unit Award.

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8.2 Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock or their cash equivalent, any combination thereof, or in any other form of consideration, as determined by the Committee and specified in the Award Agreement.

8.3 Vesting Requirements. The restrictions or conditions imposed on shares granted under a Restricted Stock Unit Award shall lapse in accordance with the vesting requirements specified by the Committee in the applicable Award Agreement. The requirements for vesting of a Restricted Stock Unit Award may be based on the continued Service of the Participant, on the attainment of specified performance goals or on such other terms and conditions as approved by the Committee in its discretion. The vesting and/or settlement of a Restricted Stock Unit Award may be accelerated by, and may be dependent upon, in whole or in part, the occurrence of a Change in Control. At the time of the grant of a Restricted Stock Unit Award, the Committee, as it deems appropriate, may impose such restrictions or conditions that delay the settlement of a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award, subject to Section 409A of the Code.

8.4 No Rights as Shareholder. Unless and until shares of Common Stock underlying a Restricted Stock Unit Award are actually delivered to the Participant upon settlement of the Restricted Stock Unit Award, the Participant shall have no rights of a shareholder with respect to the shares granted to the Participant under a Restricted Stock Unit Award, including but not limited to the right to vote the shares or receive dividends or other distributions or amounts accrued, paid or made with respect thereto.

8.5 Dividend Equivalents. Notwithstanding Section 8.4, dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Committee and specified in the applicable Award Agreement. At the sole discretion of the Committee, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Committee. Any such dividend equivalents (including but not limited to any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents) will be subject to all of the same terms and conditions of the underlying Award Agreement to which they relate, including, without limitation, with respect to the vesting and settlement thereof.

9. Other Awards. An Other Award may be granted to any Eligible Person selected by the Committee. Subject to the terms of the Plan, the Committee will determine the terms and conditions of any such Other Award, including but not limited to the price, if any, at which securities may be purchased pursuant to any Other Award granted under the Plan, and any applicable vesting, settlement and payment terms.

10. Forfeiture Events.

10.1 General. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment (including, without limitation, repayment to the Company of any gain related to the Award), or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee, upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an

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Award. Such events shall include, but shall not be limited to, termination of the Participant’s Service for Cause, the Participant’s violation of Company policies or breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant. In addition, notwithstanding anything in the Plan to the contrary, any Award Agreement may also provide for the reduction, cancellation, forfeiture or recoupment of an Award (including, without limitation, repayment to the Company of any gain related to the Award), or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Stock may be traded or under any clawback or similar policy adopted by the Company.

10.2 Termination for Cause.

a) General. Unless otherwise set forth in an Award Agreement or a written employment agreement between a Participant and the Company or any of its Subsidiaries, if applicable, if a Participant’s Service with the Company or any Subsidiary shall be terminated for Cause, such Participant’s rights, payments and benefits with respect to an Award shall be subject to cancellation, forfeiture and/or recoupment. The Committee shall have the power, subject to Section 10.2(b), to determine whether the Participant has been terminated for Cause and the date upon which such termination for Cause occurs. Any such determination shall be final, conclusive and binding upon the Participant. In addition, if the Committee shall reasonably determine that a Participant has committed or may have committed any act which is reasonably likely to constitute the basis for a termination of such Participant’s Service for Cause, the Committee may suspend for up to 30 days the Participant’s rights to exercise any option, receive any payment or vest in any right with respect to any Award pending a determination by the Committee of whether an act has been committed which is reasonably likely to constitute the basis for a termination for Cause as provided in this Section 10.2, but, in each case, only to the extent that such action would not result in an acceleration of income or imposition of a tax under Section 409A of the Code. If, subsequent to a Participant’s voluntary termination of Service or involuntary termination of Service without Cause, it is discovered that the Participant’s Service could have been terminated for Cause, the Committee may deem such Participant’s Service to have been terminated for Cause.

b) Definition of “Cause”. For purposes of the Plan and determining the treatment of Awards granted thereunder, unless otherwise provided in an applicable Award Agreement or as set forth in a written employment agreement between a Participant and the Company, “Cause” shall mean: (i) the Participant’s commission of theft, embezzlement, any other act of dishonesty, or any violation of any law, rules or regulation applicable to the Company, including, but not limited to, those laws, rules or regulations established by the Securities and Exchange Commission, or any self-regulatory organization having jurisdiction or authority over the Participant or the Company; (ii) the Participant’s conviction of, or the Participant’s plea of guilty or nolo contendere to, any felony or of any other crime involving fraud, dishonesty or moral turpitude; (iii) the Participant’s breach of any written policy of the Company or any employment agreement applicable to the Participant; or (iv) the Participant’s willful failure to perform the Participant’s duties to the Company.

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11. Restrictions on Transfer. Awards under the Plan shall not be assignable or transferable by the Participant, except by will or by the laws of descent and distribution, and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, in the event of the death of the Participant, except as otherwise provided in an applicable Award Agreement, an outstanding Award may become payable to the Participant’s beneficiary as designated by the Participant in the manner prescribed by the Committee or, in the absence of an authorized beneficiary designation, by the a legatee or legatees of such Award under the Participant’s last will, or by the Participant’s executors, personal representatives or distributees of such Award in accordance with the Participant’s will or the laws of descent and distribution. Notwithstanding the foregoing, the Participant may, with the prior written consent of the Committee, make transfers of outstanding Awards to immediate family members or to a trust, the sole beneficiaries of which are the Participant or immediate family members, in each case solely for estate planning purposes, in all instances subject to compliance with any applicable spousal consent requirements and all other applicable laws.

12. General Provisions.

12.1 Award Agreement. To the extent deemed necessary by the Committee, an Award under the Plan shall be evidenced by an Award Agreement in a written or electronic form approved by the Committee setting forth the number of shares of Common Stock subject to the Award, the purchase price of the Award (if any), the time or times at which an Award will become vested, exercisable or payable and the term of the Award. The Award Agreement may also set forth the effect on an Award of a Change in Control or a termination of Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference or otherwise, all of the applicable terms and conditions of the Plan, and may also set forth other terms and conditions applicable to the Award as determined by the Committee consistent with any applicable limitations of the Plan. An Award Agreement may be in the form of an agreement to be executed by both the Participant and the Company (or an authorized representative of the Company) or certificates, notices or similar instruments as approved by the Committee. The Committee need not require the execution of an Award Agreement by a Participant, in which case, acceptance of the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions and limitations set forth in the Plan and the Award Agreement.

12.2 Determinations of Service. Subject to applicable law, including without limitation Section 409A of the Code, the Committee shall, in good faith, make all determinations relating to the Service of a Participant with the Company or any Subsidiary in connection with an Award, including, without limitation, with respect to the continuation, suspension or termination of such Service. A Participant’s Service shall not be deemed terminated if (i) the Committee determines that a transition of employment or service with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is a party is not considered a termination of Service, (ii) the Participant transfers between service as an employee and service as a consultant or other personal service provider (or vice versa), or (iii) the Participant transfers between service as an employee and that of a non-employee director (or vice versa). The Committee may determine whether any corporate transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to result in a termination of Service for purposes of any affected Awards.

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12.3 No Right to Continued Service. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible Person or any Participant any right to continue in the Service of the Company or any of its Subsidiaries, or interfere in any way with the right of the Company or any of its Subsidiaries to terminate the employment or other service relationship of an Eligible Person or a Participant for any reason at any time.

12.4 Rights as Shareholder. A Participant shall have no rights as a holder of shares of Common Stock with respect to any unissued securities covered by an Award until the date the Participant becomes the holder of record of such securities. Except as provided in Section 4.2 hereof, no adjustment or other provision shall be made for dividends or other shareholder or security holder rights, except to the extent that the Award Agreement provides for dividend payments or dividend equivalent rights. The Committee may determine, in its discretion, the manner of delivery of Common Stock to be issued under the Plan, which may be by delivery of stock certificates, electronic account entry into new or existing accounts or any other means as the Committee, in its discretion, deems appropriate. The Committee may require that any certificates or other evidence of ownership be held in escrow by the Company for any shares of Common Stock or cause the shares to be legended in order to comply with the securities laws, the restrictions arising under the Plan or other applicable restrictions. Should the shares of Common Stock be represented by book or electronic account entry rather than a certificate, the Committee may take such steps to restrict transfer of the shares of Common Stock as the Committee reasonably considers necessary or advisable.

12.5 Other Compensation and Benefit Plans. The adoption of the Plan shall not affect any other share incentive or compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of share incentive or other compensation or benefit program for employees of the Company or any Subsidiary. The amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute includable compensation for purposes of determining the amount of benefits to which a Participant is entitled under any other compensation or benefit plan or program of the Company or a Subsidiary, including, without limitation, under any pension or severance benefits plan, except to the extent specifically provided by the terms of any such plan.

12.6 Plan Binding on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and the Participant, the Participant’s executor, administrator and permitted transferees and beneficiaries.

12.7 Additional Restrictions; Adjustments. In the event of a Change in Control or similar corporate event or a change in capital structure, the Committee shall have the power to (i) accelerate the vesting and exercisability of any Award under the Plan, (ii) provide that outstanding Awards granted under the Plan shall either continue in effect, be assumed or an equivalent award shall be substituted therefor by the successor corporation or a parent corporation or subsidiary corporation, or (iii) cancel, effective immediately prior to the occurrence of such event, Stock Options, Restricted Stock Unit Awards (including each dividend equivalent right related thereto), Restricted Stock Awards, and/or Other Awards granted under the Plan outstanding immediately prior to such event (whether or not then vested or exercisable) and, in full consideration of such cancellation, pay to the holder of such Award a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common

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Stock subject to such Award over the aggregate exercise price of such Award (it being understood that, in such event, any Stock Option or Other Award having a per share exercise price equal to, or in excess of, the Fair Market Value of a share subject to such Stock Option or Other Award may be cancelled and terminated without any payment or consideration therefor). In the event of a Change in Control or similar corporate event or a change in capital structure, any Awards that vest or become payable as a result of or in connection with the applicable event or circumstances may be subject to the same terms and conditions applicable to the proceeds realized by the Company or its shareholders in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Committee in its sole discretion, subject in all cases to compliance with Section 409A of the Code.

13. Legal Compliance

13.1 Securities Laws.

a) No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the shares of Common Stock may be listed, have been fully met. The Committee may in good faith impose such conditions on any shares of Common Stock issuable under the Plan as a result of restrictions under the Securities Act or under the requirements of any exchange upon which such shares of the same class are then listed or of any regulatory agency having jurisdiction over the Company, and under any blue sky or other securities laws applicable to such shares. The Committee may also require the Participant to make customary representations and warranties at the time of issuance or transfer, including, without limitation, that the shares of Common Stock are being acquired only for investment purposes and without any current intention to sell or distribute such shares. Certificates representing Common Stock acquired pursuant to an Award may bear such legends as the Committee may consider appropriate under the circumstances.

b) From the time the Company commences reliance on the exemption from registration provided by Rule 12h-1(f)(1) of the Exchange Act and until the Company ceases such reliance or becomes subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, the Company shall provide to the Award holders the information required to be delivered under Rule 12h-1(f)(1)(vi) of the Exchange Act, as applicable, in accordance with such rule.

13.2 Unfunded Plan. The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of Common Stock pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company, and neither a Participant nor the Participant’s permitted transferees or estate shall have any other interest in any assets of the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan.

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13.3 Section 409A Compliance. To the extent applicable, it is intended that the Plan and all Awards hereunder comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, and that the Plan and all Award Agreements shall be interpreted and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A of the Code. In the event that any provision of the Plan or an Award Agreement is determined by the Committee to not comply with the applicable requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, the Committee shall have the authority to take such actions and to make such changes to the Plan or an Award Agreement as the Committee deems necessary to comply with such requirements. Notwithstanding anything contained herein to the contrary, a Participant shall not be considered to have terminated service with the Company for purposes of any payments under the Plan which are subject to Section 409A of the Code until the Participant has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under the Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. If any payment or benefit provided to a Participant in connection with his or her separation from service is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Participant is determined to be a “specified employee” as defined in Section 409A of the Code, then such payment or benefit shall not be paid until the day following the six-month anniversary of the separation from service or, if earlier, on the Participant’s date of death. The Company makes no representation that any or all of the payments described in the Plan will be exempt from or comply with Section 409A of the Code. In no event whatsoever shall the Company or any of its Subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on a Participant by Section 409A of the Code or otherwise, or any damages for failing to comply with Section 409A of the Code.

13.4 Tax Withholding. The Participant shall be responsible for payment of any taxes or similar charges required by law to be paid by the Participant or withheld from an Award or an amount paid in satisfaction of an Award. Any required withholdings shall be paid by the Participant on or prior to the payment or other event that results in taxable income in respect of an Award. In addition to the methods described in the Plan, the Award Agreement may specify the manner in which the withholding or other tax-related obligation shall be satisfied with respect to the particular type of Award. Without limiting the foregoing, if the Company or any Subsidiary reasonably determines that under the requirements of applicable taxation laws or regulations of any applicable governmental authority it is obliged to withhold for remittance to a taxing authority any amount upon the grant, vesting, settlement or exercise of an Award, or other disposition or deemed disposition by a Participant of an Award or any Common Stock, or the provision of any other benefit under the Plan and, if the Participant does not provide notice of the applicable withholding method from items (a) through (d) below, the Company or any of its Subsidiaries may take any steps it considers reasonably necessary in the circumstances in connection therewith, including, without limiting the generality of the foregoing:

a) requiring the Participant to pay the Company or any of its Subsidiaries such amount as the Company or any of its Subsidiaries is obliged to remit to such taxing authority in respect thereof, with any such payment, in any event, being due no later than the date as of which any such amount first becomes included in the gross income of the Participant for tax purposes;

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b) to the extent permitted, and subject to rules established by, the Committee, issuing any Common Stock issued pursuant to an Award to an agent on behalf of the Participant and directing the agent to sell a sufficient number of such shares on behalf of the Participant to satisfy the amount of any such withholding obligation, with the agent paying the proceeds of any such sale to the Company or any of its Subsidiaries for this purpose;

c) to the extent permitted, and subject to the rules established by, the Committee, withholding from the Common Stock otherwise issuable pursuant to the exercise or settlement of an Award a number of shares of Common Stock sufficient to satisfy the amount of any such withholding obligation; or

d) to the extent permitted by law and consistent with Section 409A of the Code, deducting the amount of any such withholding obligation from any payment of any kind otherwise due to the Participant.

13.5 No Guarantee of Tax Consequences. Neither the Company, the Board, the Committee nor any other person make any commitment or guarantee that any Federal, state, local or foreign tax treatment will apply or be available to any Participant or any other person hereunder.

13.6 Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

13.7 Governing Law. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.

14. Term; Amendment and Termination.

14.1 Term. The Plan has been adopted by the Board and shall become effective as of the Effective Date. The term of the Plan will be ten years from the Effective Date, subject to Section 14.2 hereof. Upon a termination of the Plan, Awards shall remain outstanding in accordance with the terms set forth in each applicable Award Agreement.

14.2 Amendment and Termination. The Board may from time to time and in any respect, amend, modify, suspend or terminate the Plan or any Award or Award Agreement hereunder. Notwithstanding the foregoing, no amendment, modification, suspension or termination shall materially and adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award. For purposes of this Section 14.2, any action of the Board or the Committee that in any way alters or affects the tax treatment of any award or that the Board determines is necessary to prevent an award from being subject to tax under Section 409A of the Code shall not be considered to materially or adversely affect any Award. Notwithstanding the foregoing, if an amendment to the Plan must be approved by the Company’s shareholder in order to comply with applicable law or the rules of the securities exchange on which the shares of Common Stock are traded or quoted, such amendment will be subject to shareholder approval and will not be effective unless and until such approval has been obtained.

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EX-10.14

Exhibit 10.14

RESTRICTED STOCK UNIT AWARD

AGREEMENT (TIME-BASED)

PHI Group, Inc.

Management Incentive Plan

This Award Agreement (this “Agreement”) is made as of the day of November 19, 2020 (the “Date of Grant”)¹ between PHI Group, Inc. (the “Company”), and XXXX (“Participant”) and is made pursuant to the terms of the PHI, Group Inc. Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.

Section 1. Grant of Restricted Stock Units. The Company hereby grants to Participant, on the terms and conditions hereinafter set forth, a Restricted Stock Unit Award consisting of xxxx restricted stock units (“Restricted Stock Units”). Subject to the terms and conditions set forth in this Agreement and the Plan, each Restricted Stock Unit represents the right to receive one share of Common Stock.

Section 2. Vesting of the Restricted Stock Units.

a) Generally. Except as otherwise provided herein (including Section 3), 1/3 of the Restricted Stock Units will vest on each of the first three anniversaries of the Date of Grant, in each case subject to Participant’s continuous Service with the Company on the applicable vesting date.

b) Change in Control.

i. Upon the occurrence of a Change in Control that occurs on or after the 18-month anniversary of the Date of Grant, a pro-rated portion of the then-unvested Restricted Stock Units (if any) shall accelerate and vest, with such pro-rated portion being equal to (i) 1/3 of the total number of Restricted Stock Units granted under this Agreement multiplied by (ii) a fraction, the numerator of which is the total number of days Participant was employed by the Company following the most recent vesting date through the Change in Control and the denominator of which is 365. Any Restricted Stock Units which do not vest as a result of the immediately preceding sentence will be immediately forfeited and canceled.

ii. Upon the occurrence of a Change in Control that occurs prior to the 18-month anniversary of the Date of Grant with a Total Enterprise Value of less than $975 Million, a number of Restricted Stock Units that, when taken together with any previously-vested Restricted Stock Units, equals 50% of the total number of Restricted Stock Units granted under this Agreement, will accelerate and vest, and the remainder of the Restricted Stock Units will be immediately forfeited and canceled.

iii. Notwithstanding the foregoing, upon the occurrence of a Change in Control at any time with a Total Enterprise Value equal to or greater than $975 Million, all unvested Restricted Stock Units (if any) will accelerate and vest.

For purposes of this Agreement, “Total Enterprise Value” shall be reasonably determined as of the Change in Control Event by the Board in good faith as (i) the Fair Market Value of a share of Common Stock multiplied by the number of shares of Common Stock then outstanding, plus (ii) an amount equal to the then principal amount of all of the Company’s then outstanding interest-bearing debt minus the then total balance sheet cash, plus (iii) the fair market value of all preferred stock then outstanding.

Section 3. Termination of Service.

a) Generally. Except as set forth below, upon the occurrence of a termination of Participant’s Service for any reason and at any time, all vested and unvested Restricted Stock Units shall be forfeited and cancelled, and Participant shall not be entitled to any compensation or other amount with respect thereto.

b) Termination by the Company without Cause, by Participant for Good Reason, or by Death or Disability. Upon the occurrence of a termination of Participant’s Service by the Company without Cause (including a termination due to death or Disability) or resignation by Participant for Good Reason, in each case, following the 18-month anniversary of the Date of Grant, Participant shall retain all previously vested Restricted Stock Units, and a pro-rated portion of the then- unvested Restricted Stock Units shall accelerate and vest, with such pro-rated portion being equal to (i) 1/3 of the total number of Restricted Stock Units granted under this Agreement multiplied by (ii) a fraction, the numerator of which is the total number of days Participant was employed by the Company following the most recent vesting date through the date of Participant’s termination of Service and the denominator of which is 365. Any Restricted Stock Units which do not vest as a result of the immediately preceding sentence will be immediately forfeited and canceled. Upon any such termination, Participant’s Restricted Stock Units that had previously vested prior to such termination (if any) shall remain eligible for settlement in accordance with Section 4 below.

c) Voluntary Resignation. Upon the occurrence of a voluntary resignation following the 18-month anniversary of the Date of Grant, (i) all vested Restricted Stock Units shall remain eligible for settlement in accordance with Section 4 below and (ii) all unvested Restricted Stock Units shall be forfeited and cancelled.

d) Termination for Cause. For the avoidance of doubt, upon the occurrence of a termination of Participant’s Service by the Company for Cause, all unvested and vested Restricted Stock Units shall be forfeited and cancelled and Participant shall not be entitled to any compensation or other amount with respect thereto.

For purposes of this Agreement, “Good Reason” shall have mean without the employee’s consent any of the following:

i. A material diminution in Employee’s base salary (other than in connection with an across-the-board reduction effecting similarly-situated managers of PHI Group, Inc.);

ii. A material diminution in Employee’s duties and responsibilities to a Group Company following the date of this Agreement;

iii. A relocation of Employee’s principal places of employment to a location other than the location at the time of this agreement.

The forgoing conditions will constitute Good Reason on if (1) Employee provides written notice to the Employer within 30 days following the initial existence of the condition(s) constituting Good Reason and (2) the Employer fails to cure such condition(s) within 30 days after receipt from Employee of such notice and (3) Employee resigns for Good Reason no later than 90 days after the initial existence of the facts or circumstances constituting Good Reason.

Section 4. Settlement. Vested Restricted Stock Units shall be settled with 60 days following the first to occur of (i) a Change in Control or (ii) the tenth anniversary of the Date of Grant; provided that, in the event the occurrence of a Change in Control is not also a “change in control event” as defined under Treasury Regulation Section l.409A-3(i)(5) (a “409A Change in Control Event”), the applicable Restricted Stock Units shall not be settled until the first to occur of (i) a 409A Change in Control Event or (ii) the tenth anniversary of the Date of Grant, so long as such settlement would not result in any taxes or penalties under Section 409A of the Code (such date, the “Delayed Settlement Date”). For the avoidance of doubt, in the event of a Change in Control that is not also a 409A Change in Control Event and, as a result, such Restricted Stock Units are not to be settled until the Delayed Settlement Date, such vested Restricted Stock Units shall represent the right to receive the consideration received by the shareholders of the Company in connection with such Change in Control on the Delayed Settlement Date. No fractional shares of Common Stock shall be issued, and the value of any such fractional share shall be paid to Participant in cash at Fair Market Value.

Section 5. Repurchase. The Company shall have the right, within 12 months following the termination of Participant’s Service, to purchase from Participant, and Participant shall sell to the Company, all or any portion of the Participant’s vested Restricted Stock Units, or all or any portion of any shares of Common Stock delivered to Participant in settlement of any vested Restricted Stock Units, in each case, at a price equal to the Fair Market Value thereof, measured as of (i) with respect to vested Restricted Stock Units, the date of Participant’s termination of Service, and (ii) with respect to shares of Common Stock, the date of the applicable Change in Control (as applicable, the “Repurchase Price”). The Repurchase Price shall be paid to Participant at the closing of the repurchase in a lump sum. The Company shall pay the Repurchase Price by the Company’s delivery of a check or wire transfer of immediately available funds against delivery of the certificates or other instruments, if any, representing the shares of Common Stock, duly endorsed. Notwithstanding the foregoing, in the event that the Board determines in good faith that (i) the Company’s payment of all or any portion of the Repurchase Price would violate applicable law or any instrument relating to the Company’s

indebtedness or (ii) the Company does not have sufficient liquidity to pay all or any portion of the Repurchase Price at such time, then any applicable Repurchase Price payments otherwise due during such period of prohibition, restriction or illiquidity will be paid by the Company as soon as reasonably practicable following the date that the applicable condition no longer exists.

Upon and following the occurrence of an IPO, the Company’s right to repurchase shares of Common Stock delivered in settlement of the Restricted Stock Units pursuant to this Section 5 shall be of no force or effect.

Section 6. Restrictions on Transfer. No Restricted Stock Units may be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by Participant, except by will or by the laws of descent and distribution. In the event that Participant becomes legally incapacitated, Participant’s rights with respect to the Restricted Stock Units shall be exercisable by Participant’s legal guardian or legal representative. The Restricted Stock Units shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock Units contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon any Restricted Stock Units, shall be null and void and without effect. Notwithstanding the foregoing, Participant may, with the prior written consent of the Committee, make transfers of Restricted Stock Units to immediate family members or to a trust, the sole beneficiaries of which are Participant or immediate family members, in each case solely for estate planning purposes, in all instances subject to compliance with any applicable spousal consent requirements and all other applicable laws.

Section 7. Investment Representation. Upon any acquisition of the Common Stock underlying the Restricted Stock Units at a time when there is not in effect a registration statement under the Securities Act relating to the shares of Common Stock, Participant hereby represents and warrants, and by virtue of such acquisition shall be deemed to represent and warrant, to the Company that such Common Stock shall be acquired for investment and not with a view to the distribution thereof, and not with any present intention of distributing the same, and Participant shall provide the Company with such further representations and warranties as the Company may reasonably require in order to ensure compliance with applicable federal and state securities, blue sky and other laws. No Common Stock underlying the Restricted Stock Units shall be acquired unless and until the Company and/or Participant shall have complied with all applicable federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction, unless the Committee reasonably determines that Participant may acquire such Common Stock pursuant to an exemption from registration under the applicable securities laws.

Section 8. Lock-Up Period. Notwithstanding anything contained in this Agreement to the contrary, Participant shall not, without the consent of the Company, sell or otherwise transfer any Common Stock acquired upon settlement of the Restricted Stock Unit Award (or successor interests thereto received in connection with an IPO) for a period of time, as required by the underwriters in connection with an IPO. The Company may impose stop-transfer instructions and may stamp each stock certificate with a legend as the Company may consider reasonably appropriate under the circumstances to effectuate the foregoing restriction.

Section 9. Adjustments. The Restricted Stock Units granted hereunder shall be subject to the provisions of Section 4.2 of the Plan: provided, however, for the avoidance of doubt, any dividends which are the subject of Dividend Equivalents shall not also be the cause of adjustments to the Restricted Stock Units pursuant to Section 4.2 of the Plan.

Section 10. No Right of Continued Service. Nothing in the Plan or this Agreement shall confer upon Participant any right to continued Service with the Company or any Affiliate.

Section 11. Limitation of Rights; Dividend Equivalents. Participant shall not have any privileges of a stockholder of the Company with respect to any Restricted Stock Units, including, without limitation, any right to vote any shares of Common Stock underlying such Restricted Stock Units or to receive dividends or other distributions or payments of any kind in respect thereof or exercise any other right of a holder of any such securities, unless and until there is a date of settlement and issuance to Participant of the underlying Common Stock. Notwithstanding the foregoing, to the extent permitted by any applicable indenture documents of the Company, the Restricted Stock Unit Award granted hereunder is hereby granted in tandem with corresponding dividend equivalents with respect to each share of Common Stock underlying the Restricted Stock Unit Award granted hereunder (each, a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Date of Grant until the earlier of the settlement or forfeiture of the Restricted Stock Unit to which it corresponds. Participant shall be entitled to accrue payments equal to dividends declared, if any, on the Common Stock underlying the Restricted Stock Unit to which such Dividend Equivalent relates, subject to the vesting of the Restricted Stock Unit to which it relates, at the time the Common Stock underlying the Restricted Stock Units are settled pursuant to Section 4; provided, however, if any dividends or distributions are paid in shares of Common Stock, the shares of Common Stock shall be deposited with the Company, shall be deemed to be part of the Dividend Equivalent, and shall be subject to the same vesting requirements, restrictions on transferability and forfeitability as the Restricted Stock Units to which they correspond. Dividend Equivalents shall not entitle Participant to any payments relating to dividends or other distributions declared after the earlier to occur of the settlement or forfeiture of the Restricted Stock Units underlying such Dividend Equivalents.

Section 12. Construction. The Restricted Stock Unit Award granted hereunder is granted pursuant to the Plan and is in all respects subject to the terms and conditions of the Plan. Participant hereby acknowledges that a copy of the Plan has been delivered to Participant and accepts the Restricted Stock Unit Award hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Board, whose determinations shall be final, conclusive and binding upon Participant.

Section 13. Notices. Any notice hereunder by Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Chairman of the Board of the Company at the Company’s principal executive offices. Any notice hereunder by the Company shall be given to Participant in writing at the most recent address as Participant may have on file with the Company.

Section 14. Governing Law. This Agreement shall be construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

Section 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 16. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 17. Section 409A. This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or be exempt therefrom and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Plan or this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent possible. The Restricted Stock Units granted hereunder shall be subject to the provisions of Section 13.3 of the Plan. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company or any of its Subsidiaries or Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Participant on account of non-compliance with Section 409A.

Section 18. Clawback. The Restricted Stock Unit Award will be subject to recoupment in accordance with any existing clawback or recoupment policy, any clawback or recoupment policy as may be adopted or amended from time to time, or any clawback or recoupment policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. The implementation of any clawback or recoupment policy that is generally applicable to employees or executives of the Company or required by applicable law will not be deemed a triggering event for purposes of any definition of “constructive termination.”

Section 19. Confidentiality Agreement. As a condition precedent to Participant’s receipt of the Restricted Stock Unit Award issued hereunder, Participant agrees to execute and/or continue to be bound by the terms and conditions of Employee’s Confidentiality Agreement attached hereto as Exhibit A (the “PHI Employee Confidentiality Agreement”), and to continue to be bound by any and each other agreement between Participant and the Company that contains any confidentiality, intellectual property, non-competition, non-solicitation, or other restrictive covenant obligations.

Section 20. Certain Remedies. Participant hereby acknowledges that, in the event of Participant’s breach of any of the provisions of this Agreement or the Business Protection Agreement, the Company will be entitled to pursue any of the remedies and rights available to it, at law or otherwise, including but not limited to the right to require that Participant forfeit any

portion of the Restricted Stock Units or shares of Common Stock issued in respect of Restricted Stock Units that have vested (which forfeiture will not be deemed to limit any of the Company’s other rights or remedies). The Company hereby acknowledges that, in the event of the Company’s breach of any of the provisions of this Agreement, Participant will be entitled to pursue any of the remedies and rights available to it, at law or otherwise

Section 21. Entire Agreement. Participant acknowledges and agrees that this Agreement, the Plan, and the Employee Confidentiality Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, superseding any and all prior agreements whether verbal or otherwise, between the parties with respect to such subject matter.

(SIGNATURES ON FOLLOWING PAGE)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

PHI Group, Inc.
By:
Name:
Title:
PARTICIPANT
Name:	XXXX
Date:

EX-10.15

Exhibit 10.15

RESTRICTED STOCK UNIT AWARD

AGREEMENT (PERFORMANCE-BASED)

PHI Group, Inc.

Management Incentive Plan

This Award Agreement (this “Agreement”) is made as of the day of November 19, 2020 (the “Date of Grant”) between PHI Group, Inc. (the “Company”), and XXXX(“Participant”) and is made pursuant to the terms of the PHI Group, Inc. Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.

Section 1. Grant of Restricted Stock Units. The Company hereby grants to Participant, on the terms and conditions hereinafter set forth, a Restricted Stock Unit Award consisting of up to xxxx restricted stock units (“Restricted Stock Units”). Subject to the terms and conditions set forth in this Agreement and the Plan, each Restricted Stock Unit represents the right to receive one share of Common Stock.

Section 2. Vesting of the Restricted Stock Units.

a) Generally. The Restricted Stock Units will become eligible to vest upon the first Change in Control that occurs after the Date of Grant. If a Change in Control has not occurred as of the tenth anniversary of the Date of Grant, all of the Restricted Stock Units shall be automatically forfeited and cancelled and Participant will not be entitled to any compensation or other amount with respect thereof.

b) As soon as reasonably practicable following a Change in Control, the Board will determine the multiple of Total Enterprise Value (as defined below) achieved by the Company as of the Change in Control (the “TEV Multiple”). Based on the TEV Multiple, a percentage of the “Eligible Units” (determined pursuant to Section 3) will vest in accordance with the table set forth below.

For purposes of this Agreement, “Total Enterprise Value” shall be reasonably determined as of the Change in Control by the Board in good faith as (i) the Fair Market Value of a share of Common Stock multiplied by the number of shares of Common Stock then outstanding, plus (ii) an amount equal to the then principal amount of all of the Company’s then outstanding interest-bearing debt minus the then total balance sheet cash, plus (iii) the fair market value of all preferred stock then outstanding.

TEV Multiple	Vesting Percentage
TEV Less than l .5X $731.3 Million		0	%
TEV Equals l .5X $731.3 Million		10	%
TEV Equals 2.0X $975.0 Million		25	%
TEV Equals 3.0X $1,462.5 Million		50	%
TEV Equals or Exceeds 4.0X $1,950.0 Million		100	%

c) Subject to Section 3, vesting of the Restricted Stock Units is subject to Participant’s continuous Service with the Company through the date of the applicable Change in Control. If, on a Change in Control, the actual TEV Multiple exceeds a specified level as set forth in the table above, but is below the next specified level (if applicable), the actual vesting percentage shall be linearly interpolated based on (i) where the actual TEV Multiple falls between the two nearest specified levels as set forth in the table above and (ii) the two corresponding vesting percentages specified in the table above. For the avoidance of doubt, the Committee shall in good faith consider adjustments to the specified TEV Multiple levels set forth above upon the occurrence of any event contemplated by Section 4.2 of the Plan (including, without limitation, any extraordinary dividend) in order to be equitable to Participant in light of such event, consistent with the terms of the Plan.

d) Any portion of the Restricted Stock Units which does not become vested upon determination of the TEV Multiple will be automatically forfeited and cancelled and Participant will not be entitled to any compensation or other amount with respect thereof.

Section 3. Termination of Service. Notwithstanding the first sentence of Section 2(c), upon the occurrence of a termination of Participant’s Service specified below, the Restricted Stock Units shall be treated as follows:

a) Termination of Service by the Company without Cause, by Participant for Good Reason, or for Death or Disability after 18-month Anniversary of Grant Date. Upon the occurrence of a termination of Participant’s Service by the Company without Cause (including a termination due to death or Disability) or resignation by Participant for Good Reason, in each case, following the 18-month anniversary of the Date of Grant, a pro-rata portion of the unvested and outstanding Restricted Stock Units will constitute “Eligible Units” (with the number of Eligible Units to be determined by multiplying the number of Restricted Stock Units by a fraction, the numerator of which is the number of days that Participant provided Services to the Company following the Date of Grant through Participant’s termination of Service and the denominator of which is the total number of days from the Date of Grant through the Change in Control), and such Eligible Units will remain eligible to vest in accordance with Section 2(b) upon a Change in Control that occurs within the six-month period immediately following Participant’s termination of Service; provided that, if a Change in Control does not occur during such six-month period, then 0% of the Restricted Stock Units shall be considered Eligible Units and all Restricted Stock Units shall be immediately forfeited and cancelled.

b) Continued Service. If Participant’s Service continues through a Change in Control, then 100% of the Restricted Stock Units will constitute Eligible Units.

c) Other Terminations of Service. Upon the occurrence of a termination of Participant’s Service for any reason other than as provided in Section 3(a), all unvested Restricted Stock Units shall be forfeited and cancelled, and Participant shall not be entitled to any compensation or other amount with respect thereto.

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For purposes of this Agreement, “Good Reason” shall have mean without the employee’s consent any of the following:

(a) A material diminution in Employee’s base salary (other than in connection with an across-the-board reduction effecting similarly-situated managers of PHI Group, Inc.);

(b) A material diminution in Employee’s duties and responsibilities to a Group Company following the date of this Agreement;

(c) A relocation of Employee’s principal places of employment to a location other than the location at the time of this agreement.

The forgoing conditions will constitute Good Reason on if (1) Employee provides written notice to the Employer within 30 days following the initial existence of the condition(s) constituting Good Reason and (2) the Employer fails to cure such condition(s) within 30 days after receipt from Employee of such notice and (3) Employee resigns for Good Reason no later than 90 days after the initial existence of the facts or circumstances constituting Good Reason.

Section 4. Settlement. Any applicable portion of the Restricted Stock Units that constitute Eligible Units shall be settled within 60 days following a Change in Control; provided that, in the event the occurrence of a Change in Control is not also a “change in control event” as defined under Treasury Regulation Section l.409A-3(i)(5) (a “409A Change in Control Event”), the applicable Restricted Stock Units shall not be settled until the first to occur of (i) a 409A Change in Control Event or (ii) the tenth anniversary of the Date of Grant, so long as such settlement would not result in any tax or penalty under Section 409A of the Code (such date, the “Delayed Settlement Date”). For the avoidance of doubt, in the event of a Change in Control that is not also a 409A Change in Control Event and, as a result, such Restricted Stock Units are not to be settled until the Delayed Settlement Date, such vested Restricted Stock Units shall represent the right to receive the consideration received by the shareholders of the Company in connection with such Change in Control on the Delayed Settlement Date. No fractional shares of Common Stock shall be issued, and the value of any such fractional share shall be paid to Participant in cash at Fair Market Value.

Section 5. Repurchase. The Company shall have the right, within 12 months following a Change in Control, to purchase from Participant, and Participant shall sell to the Company, all or any portion of the shares of Common Stock delivered in settlement of the Restricted Stock Units at a price equal to the Fair Market Value thereof, measured as of the date of the applicable Change in Control, (the “Repurchase Price”). The Repurchase Price shall be paid to Participant at the closing of the repurchase in a lump sum. The Company shall pay the Repurchase Price by the Company’s delivery of a check or wire transfer of immediately available funds against delivery of the certificates or other instruments, if any, representing the shares of Common Stock, duly endorsed. Notwithstanding the foregoing, in the event that the Board determines in good faith that (i) the Company’s payment of all or any portion of the Repurchase Price would violate applicable law or any instrument relating to the Company’s indebtedness or (ii) the Company does not have sufficient liquidity to pay all or any portion of the Repurchase Price at such time, then any applicable Repurchase Price payments otherwise due during such period of prohibition, restriction or illiquidity will be paid by the Company as soon as reasonably practicable following the date that the applicable condition no longer exists.

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Upon and following the occurrence of an IPO, the Company’s right to repurchase shares of Common Stock delivered in settlement of the Restricted Stock Units pursuant to this Section 5 shall be of no force or effect.

Section 6. Restrictions on Transfer. No Restricted Stock Units may be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by Participant, except by will or by the laws of descent and distribution. In the event that Participant becomes legally incapacitated, Participant’s rights with respect to the Restricted Stock Units shall be exercisable by Participant’s legal guardian or legal representative. The Restricted Stock Units shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock Units contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon any Restricted Stock Units, shall be null and void and without effect. Notwithstanding the foregoing, Participant may, with the prior written consent of the Committee, make transfers of Restricted Stock Units to immediate family members or to a trust, the sole beneficiaries of which are Participant or immediate family members, in each case solely for estate planning purposes, in all instances subject to compliance with any applicable spousal consent requirements and all other applicable laws.

Section 7. Investment Representation. Upon any acquisition of the Common Stock underlying the Restricted Stock Units at a time when there is not in effect a registration statement under the Securities Act relating to the shares of Common Stock, Participant hereby represents and warrants, and by virtue of such acquisition shall be deemed to represent and warrant, to the Company that such Common Stock shall be acquired for investment and not with a view to the distribution thereof, and not with any present intention of distributing the same, and Participant shall provide the Company with such further representations and warranties as the Company may reasonably require in order to ensure compliance with applicable federal and state securities, blue sky and other laws. No Common Stock underlying the Restricted Stock Units shall be acquired unless and until the Company and/or Participant shall have complied with all applicable federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction, unless the Committee reasonably determines that Participant may acquire such Common Stock pursuant to an exemption from registration under the applicable securities laws.

Section 8. Lock-Up Period. Notwithstanding anything contained in this Agreement to the contrary, Participant shall not, without the consent of the Company, sell or otherwise transfer any Common Stock acquired upon settlement of the Restricted Stock Unit Award (or successor interests thereto received in connection with an IPO) for a period of time, as required by the underwriters in connection with an IPO. The Company may impose stop-transfer instructions and may stamp each stock certificate with a legend as the Company may consider reasonably appropriate under the circumstances to effectuate the foregoing restriction.

Section 9. Adjustments. The Restricted Stock Units granted hereunder shall be subject to the provisions of Section 4.2 of the Plan; provided, however, for the avoidance of doubt, any dividends which are the subject of Dividend Equivalents shall not also be the cause of adjustments to the Restricted Stock Units pursuant to Section 4.2 of the Plan.

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Section 10. No Right of Continued Service. Nothing in the Plan or this Agreement shall confer upon Participant any right to continued Service with the Company or any Affiliate.

Section 11. Limitation of Rights; Dividend Equivalents. Participant shall not have any privileges of a stockholder of the Company with respect to any Restricted Stock Units, including, without limitation, any right to vote any shares of Common Stock underlying such Restricted Stock Units or to receive dividends or other distributions or payments of any kind in respect thereof or exercise any other right of a holder of any such securities, unless and until there is a date of settlement and issuance to Participant of the underlying Common Stock. Notwithstanding the foregoing, to the extent permitted by any applicable indenture documents of the Company, the Restricted Stock Unit Award granted hereunder is hereby granted in tandem with corresponding dividend equivalents with respect to each share of Common Stock underlying the Restricted Stock Unit Award granted hereunder (each, a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Date of Grant until the earlier of the settlement or forfeiture of the Restricted Stock Unit to which it corresponds. Participant shall be entitled to accrue payments equal to dividends declared, if any, on the Common Stock underlying the Restricted Stock Unit to which such Dividend Equivalent relates, subject to the vesting of the Restricted Stock Unit to which it relates, at the time the Common Stock underlying the Restricted Stock Units are settled pursuant to Section 4; provided, however, if any dividends or distributions are paid in shares of Common Stock, the shares of Common Stock shall be deposited with the Company, shall be deemed to be part of the Dividend Equivalent, and shall be subject to the same vesting requirements, restrictions on transferability and forfeitability as the Restricted Stock Units to which they correspond. Dividend Equivalents shall not entitle Participant to any payments relating to dividends or other distributions declared after the earlier to occur of the settlement or forfeiture of the Restricted Stock Units underlying such Dividend Equivalents.

Section 12. Construction. The Restricted Stock Unit Award granted hereunder is granted pursuant to the Plan and is in all respects subject to the terms and conditions of the Plan. Participant hereby acknowledges that a copy of the Plan has been delivered to Participant and accepts the Restricted Stock Unit Award hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Board, whose determinations shall be final, conclusive and binding upon Participant.

Section 13. Notices. Any notice hereunder by Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Chairman of the Board of the Company at the Company’s principal executive offices. Any notice hereunder by the Company shall be given to Participant in writing at the most recent address as Participant may have on file with the Company.

Section 14. Governing Law. This Agreement shall be construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

Section 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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Section 16. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 17. Section 409A. This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or be exempt therefrom and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Plan or this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent possible. The Restricted Stock Units granted hereunder shall be subject to the provisions of Section 13.3 of the Plan. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company or any of its Subsidiaries or Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Participant on account of non-compliance with Section 409A.

Section 18. Clawback. The Restricted Stock Unit Award will be subject to recoupment in accordance with any existing clawback or recoupment policy, any clawback or recoupment policy as may be adopted or amended from time to time, or any clawback or recoupment policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. The implementation of any clawback or recoupment policy that is generally applicable to employees or executives of the Company or required by applicable law will not be deemed a triggering event for purposes of any definition of “constructive termination.”

Section 19. Confidentiality Agreement. As a condition precedent to Participant’s receipt of the Restricted Stock Unit Award issued hereunder, Participant agrees to execute and/or continue to be bound by the terms and conditions of Employee’s Confidentiality Agreement attached hereto as Exhibit A (the “PHI Employee Confidentiality Agreement”), and to continue to be bound by any and each other agreement between Participant and the Company that contains any confidentiality, intellectual property, non-competition, non-solicitation, or other restrictive covenant obligations.

Section 20. Certain Remedies. Participant hereby acknowledges that, in the event of Participant’s breach of any of the provisions of this Agreement or the Business Protection Agreement, the Company will be entitled to pursue any of the remedies and rights available to it, at law or otherwise, including but not limited to the right to require that Participant forfeit any portion of the Restricted Stock Units or shares of Common Stock issued in respect of Restricted Stock Units that have vested (which forfeiture will not be deemed to limit any of the Company’s other rights or remedies). The Company hereby acknowledges that, in the event of the Company’s breach of any of the provisions of this Agreement, Participant will be entitled to pursue any of the remedies and rights available to it, at law or otherwise.

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Section 21. Entire Agreement. Participant acknowledges and agrees that this Agreement, the Plan, and the Employee Confidentiality Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, superseding any and all prior agreements whether verbal or otherwise, between the parties with respect to such subject matter.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

PHI Group, Inc.
By:
Name:
Title:

PARTICIPANT

Name: XXXX

Date:

8

EX-10.16

Exhibit 10.16

RESTRICTED STOCK UNIT

AWARD

AGREEMENT

(PERFORMANCE-BASED)

PHI Group, Inc.

Management Incentive Plan

Dear [    ],

This side letter (this “Side Letter”) confirms the agreement between you (the “Participant”) and PHI Group, Inc. (the “Company”) relating to an amendment to the terms of the Restricted Stock Unit Award Agreement (Performance-Based) attached hereto as Exhibit A (the “Original Award Agreement”). Capitalized terms used but not defined in this Side Letter shall have the meanings ascribed to such terms in the Original Award Agreement.

Subject to your execution of this Side Letter and notwithstanding the vesting conditions set forth in Section 2 of the Original Award Agreement, [to be 1/3 of Restricted Stock Units granted under the Original Award Agreement] of the performance-based Restricted Stock Units granted under the Original Award Agreement (the “IPO RSUs”) will be eligible to vest upon a Qualifying IPO (as defined below) that occurs prior to a Change in Control, subject to the following terms and conditions:

In the event that a Qualifying IPO occurs prior to a Change in Control, and subject to Participant’s continuous Service with the Company through the date of the Qualifying IPO, 100% of the IPO RSUs will become eligible to vest (the “IPO Eligible RSUs”) upon the six- month anniversary of the Qualifying IPO or, if later, upon the expiration of any lock-up period required by the underwriters to which Participant is subject (such date, as applicable, the “Milestone Date”). In order for any IPO Eligible RSUs to become vested on the Milestone Date, Participant must remain in continuous Service with the Company through the applicable Milestone Date. Any IPO Eligible RSUs that vest pursuant to the terms of this Side Letter will be settled no later than thirty (30) days following the applicable Milestone Date. The number of IPO Eligible RSUs that vest and are settled pursuant to this Side Letter will reduce, on a one-for-one basis, the number of performance-based Restricted Stock Units outstanding and eligible to vest under the Original Award Agreement.

For the avoidance of doubt, (i) if Participant’s continuous Service with the Company terminates for any reason prior to a Qualifying IPO, the terms of this Side Letter shall no longer apply to the Restricted Stock Units under the Original Award Agreement, and (ii) if Participant’s continuous Service with the Company terminates following a Qualifying IPO but prior to the applicable Milestone Date, the IPO Eligible RSUs shall be forfeited for no consideration.

For purposes of this Side Letter, a “Qualifying IPO” means the first underwritten public offering of Common Stock covering the offer and sale of Common Stock for the account of the Company underwritten by a reputable nationally recognized underwriter pursuant to which the Common Stock will be quoted or listed on a nationally-recognized securities exchange that occurs prior to the [7th]/[10th] anniversary of the Date of Grant.

Except as expressly set forth herein, the terms and conditions of the Original Award Agreement shall continue to govern the performance-based Restricted Stock Units.

IN WITNESS WHEREOF, the parties hereto have executed this Side Letter effective as of the date first above written.

PHI Group, Inc.
By:
Name:	Scott McCarty
Title:	Chairman of the Board
PARTICIPANT
Name:
Date:

EX-10.17

Exhibit 10.17

RESTRICTED STOCK UNIT AWARD AGREEMENT

(DIRECTOR TIME-BASED)

PHI Group, Inc.

Management Incentive Plan

This Award Agreement (this “Agreement”) is made as of the [   ] day of [   ] (the “Date of Grant”) between PHI Group, Inc. (the “Company”) and [   ] (“Participant”), and is made pursuant to the terms of the PHI Group, Inc. Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.

Section 1. Grant of Restricted Stock Units. The Company hereby grants to Participant, on the terms and conditions hereinafter set forth, a Restricted Stock Unit Award consisting of [   ] restricted stock units (“Restricted Stock Units”). Subject to the terms and conditions set forth in this Agreement and the Plan, each Restricted Stock Unit represents the right to receive one share of Common Stock

Section 2. Vesting of the Restricted Stock Units.

a) Generally. Except as otherwise provided herein, 1/12 of the Restricted Stock Units shall vest on [   ], with the remainder vesting in substantially equal 1/12 installments on the first day of each subsequent calendar quarter thereafter, in each case, subject to Participant’s continuous Service with the Company on the applicable vesting date.

b) Change in Control. Upon the occurrence of a Change in Control, all Restricted Stock Units that remain unvested as of such date will immediately vest, subject to Participant’s continuous Service through the date of such Change in Control.

Section 3. Termination of Service.

c) Termination for Cause. Upon the occurrence of a termination of Participant’s Service by the Company for Cause, all unvested and vested Restricted Stock Units shall be forfeited and cancelled and Participant shall not be entitled to any compensation or other amount with respect thereto.

d) Termination by the Company without Cause. Upon the occurrence of a termination of Participant’s Service by the Company without Cause (including a termination due to death or Disability), (i) any then-unvested Restricted Stock Units shall accelerate and vest and (ii) all vested Restricted Stock Units shall remain eligible for settlement in accordance with Section 4 below.

a) Voluntary Resignation. Upon the occurrence of Participant’s voluntary resignation of Service, (i) all unvested Restricted Stock Units shall be forfeited and cancelled and (ii) all vested Restricted Stock Units shall remain eligible for settlement in accordance with Section 4 below.

Section 4. Settlement. Vested Restricted Stock Units shall be settled with 60 days following the first to occur of (i) a Change in Control or (ii) the seventh anniversary of the Date of Grant (as applicable, the “Settlement Event”); provided that, in the event the occurrence of a Change in Control is not also a “change in control event” as defined under Treasury Regulation Section 1.409A-3(i)(5) (a “409A Change in Control Event”), the applicable Restricted Stock Units shall not be settled until the first to occur of (i) a 409A Change in Control Event or (ii) the seventh anniversary of the Date of Grant, so long as such settlement would not result in any taxes or penalties under Section 409A of the Code (such date, the “Delayed Settlement Date”). For the avoidance of doubt, in the event of a Change in Control that is not also a 409A Change in Control Event and, as a result, such Restricted Stock Units are not settled until the Delayed Settlement Date, such vested Restricted Stock Units shall represent the right to receive the consideration received by the shareholders of the Company in connection with such Change in Control on the Delayed Settlement Date. No fractional shares of Common Stock shall be issued, and the value of any such fractional share shall be paid to Participant in cash at Fair Market Value.

Section 5. Repurchase. The Company shall have the right, within 12 months following the Settlement Event, to purchase from Participant, and Participant shall sell to the Company, all or any portion of the shares of Common Stock delivered to Participant in settlement of any vested Restricted Stock Units, at a price equal to the Fair Market Value thereof, measured as of the date of the applicable Settlement Event (the “Repurchase Price”). The Repurchase Price shall be paid to Participant at the closing of the repurchase in a lump sum. The Company shall pay the Repurchase Price by the Company’s delivery of a check or wire transfer of immediately available funds against delivery of the certificates or other instruments, if any, representing the shares of Common Stock, duly endorsed. Notwithstanding the foregoing, in the event that the Board determines in good faith that (i) the Company’s payment of all or any portion of the Repurchase Price would violate applicable law or any instrument relating to the Company’s indebtedness or (ii) the Company does not have sufficient liquidity to pay all or any portion of the Repurchase Price at such time, then any applicable Repurchase Price payments otherwise due during such period of prohibition, restriction or illiquidity will be paid by the Company as soon as reasonably practicable following the date that the applicable condition no longer exists.

Upon and following the occurrence of an IPO, the Company’s right to repurchase shares of Common Stock delivered in settlement of the Restricted Stock Units pursuant to this Section 5 shall be of no force or effect.

Section 6. Restrictions on Transfer. Restricted Stock Units may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by Participant, except by will or by the laws of descent and distribution. In the event that Participant becomes legally incapacitated, Participant’s rights with respect to the Restricted Stock Units shall be exercisable by Participant’s legal guardian or legal representative. The Restricted Stock Units shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock Units contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon any Restricted Stock Units, shall be null and void and without effect. Notwithstanding the foregoing, Participant may, with the prior written consent of the Committee, make transfers of Restricted Stock Units to immediate family members or to a trust, the sole beneficiaries of which are Participant or immediate family members, in each case solely for estate planning purposes, in all instances subject to compliance with any applicable spousal consent requirements and all other applicable laws.

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Section 7. Investment Representation. Upon any acquisition of the Common Stock underlying the Restricted Stock Units at a time when there is not in effect a registration statement under the Securities Act relating to the shares of Common Stock, Participant hereby represents and warrants, and by virtue of such acquisition shall be deemed to represent and warrant, to the Company that such Common Stock shall be acquired for investment and not with a view to the distribution thereof, and not with any present intention of distributing the same, and Participant shall provide the Company with such further representations and warranties as the Company may reasonably require in order to ensure compliance with applicable federal and state securities, blue sky and other laws. No Common Stock underlying the Restricted Stock Units shall be acquired unless and until the Company and/or Participant shall have complied with all applicable federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction, unless the Committee reasonably determines that Participant may acquire such Common Stock pursuant to an exemption from registration under the applicable securities laws.

Section 8. Lock-Up Period. Notwithstanding anything contained in this Agreement to the contrary, Participant shall not, without the consent of the Company, sell or otherwise transfer any Common Stock acquired upon settlement of the Restricted Stock Unit Award (or successor interests thereto received in connection with an IPO) for a period of time, as required by the underwriters in connection with an IPO. The Company may impose stop-transfer instructions and may stamp each stock certificate with a legend as the Company may consider reasonably appropriate under the circumstances to effectuate the foregoing restriction.

Section 9. Adjustments. The Restricted Stock Units granted hereunder shall be subject to the provisions of Section 4.2 of the Plan; provided, however, for the avoidance of doubt, any dividends which are the subject of Dividend Equivalents shall not also be the cause of adjustments to the Restricted Stock Units pursuant to Section 4.2 of the Plan.

Section 10. No Right of Continued Service. Nothing in the Plan or this Agreement shall confer upon Participant any right to continued Service with the Company or any Affiliate.

Section 11. Limitation of Rights; Dividend Equivalents. Participant shall not have any privileges of a stockholder of the Company with respect to any Restricted Stock Units, including, without limitation, any right to vote any shares of Common Stock underlying such Restricted Stock Units or to receive dividends or other distributions or payments of any kind in respect thereof or exercise any other right of a holder of any such securities, unless and until there is a date of settlement and issuance to Participant of the underlying Common Stock. Notwithstanding the foregoing, to the extent permitted by any applicable indenture documents of the Company, the Restricted Stock Unit Award granted hereunder is hereby granted in tandem with corresponding dividend equivalents with respect to each share of Common Stock underlying the Restricted Stock Unit Award granted hereunder (each, a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Date of Grant until the earlier of the settlement or forfeiture of the Restricted Stock Unit to which it corresponds. Participant shall be entitled to accrue payments equal to dividends declared, if

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any, on the Common Stock underlying the Restricted Stock Unit to which such Dividend Equivalent relates, subject to the vesting of the Restricted Stock Unit to which it relates, at the time the Common Stock underlying the Restricted Stock Units are settled pursuant to Section 4; provided, however, if any dividends or distributions are paid in shares of Common Stock, the shares of Common Stock shall be deposited with the Company, shall be deemed to be part of the Dividend Equivalent, and shall be subject to the same vesting requirements, restrictions on transferability and forfeitability as the Restricted Stock Units to which they correspond. Dividend Equivalents shall not entitle Participant to any payments relating to dividends or other distributions declared after the earlier to occur of the settlement or forfeiture of the Restricted Stock Units underlying such Dividend Equivalents.

Section 12. Construction. The Restricted Stock Unit Award granted hereunder is granted pursuant to the Plan and is in all respects subject to the terms and conditions of the Plan. Participant hereby acknowledges that a copy of the Plan has been delivered to Participant and accepts the Restricted Stock Unit Award hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Board, whose determinations shall be final, conclusive and binding upon Participant.

Section 13. Notices. Any notice hereunder by Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the [   ] of the Company at the Company’s principal executive offices. Any notice hereunder by the Company shall be given to Participant in writing at the most recent address as Participant may have on file with the Company.

Section 14. Governing Law. This Agreement shall be construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

Section 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 16. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 17. Section 409A. This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or be exempt therefrom and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Plan or this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent possible. The Restricted Stock Units granted hereunder shall be subject to the provisions of Section 13.3 of the Plan. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company or any of its Subsidiaries or Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Participant on account of non-compliance with Section 409A.

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Section 18. Clawback. The Restricted Stock Unit Award will be subject to recoupment in accordance with any existing clawback or recoupment policy, any clawback or recoupment policy as may be adopted or amended from time to time, or any clawback or recoupment policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. The implementation of any clawback or recoupment policy that is generally applicable to employees or executives of the Company or required by applicable law will not be deemed a triggering event for purposes of any definition of “constructive termination.”

Section 19. Entire Agreement. Participant acknowledges and agrees that this Agreement, the Plan and the Business Protection Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, superseding any and all prior agreements whether verbal or otherwise, between the parties with respect to such subject matter.

Section 20. Taxes. Participant acknowledges and agrees that Participant is not an employee of the Company and that, as an independent contractor, Participant will be required to pay (and the Company will not withhold or remit) any applicable taxes in connection with this Restricted Stock Unit Award.

(SIGNATURES ON FOLLOWING PAGE)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

PHI Group, Inc.

By:

Name:

Title:

PARTICIPANT

Name: [_____]

Date:

6

EX-10.18

Exhibit 10.18

Services Agreement

This Services Agreement (this “Agreement”), effective as of January 1, 2023 (the “Effective Date”), is by and between Renegade Swish, LLC, a Delaware limited liability company (“RS”) and PHI Group, Inc., a Delaware corporation (“PHI” and together with RS the “Parties”, and each a “Party”).

WHEREAS, RS has the capability and capacity to provide certain business support services; and

WHEREAS, PHI desires to retain RS to provide the said services, and RS is willing to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RS and PHI agree as follows:

1. Services. RS shall provide to PHI certain business support services to PHI as requested by PHI from time to time (the “Services”) in each case in accordance with this Agreement. The Services may include IT support, financial analysis support, legal support, process and system improvement support, recruiting support, and strategic analysis support. On a monthly basis, RS will provide a brief update summarizing the Services provided by RS in the prior month so that PHI can assess whether to exercise its termination rights set forth in Section 8 of the Agreement.

2. RS Obligations. RS shall:

2.1 Designate employees or contractors that it determines, in its sole discretion, to act as its authorized representative with respect to all matters pertaining to this Agreement (the “RS Contract Manager”) with such designation to remain in force unless and until a successor RS Contract Manager is appointed; and

3. PHI Obligations. PHI shall:

3.1 Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “PHI Contract Manager”), with such designation to remain in force unless and until a successor PHI Contract Manager is appointed.

3.2 Require that the PHI Contract Manager respond promptly to any reasonable requests from RS for instructions, information, or approvals required by RS to provide the Services.

3.3 To the extent necessary for the proper performance of the Services provide access to PHI’s premises, employees, contractors, and equipment as required to enable RS to provide the Services.

3.4 Fulfill such other responsibilities (including incurring costs) as may be agreed in writing between the Parties in connection with PHI’s request for Services under this Agreement.

4. Fees and Expenses.

4.1 In consideration of the provision of the Services by the RS and the rights granted to PHI under this Agreement, PHI shall pay a flat fee of $250,000 per month to RS. Payment to RS of such fees and the reimbursement of expenses pursuant to this Section 4 shall constitute payment in full for RS’s performance of its obligations under this Agreement, including RS’s performance of the Services in accordance with this Agreement. In the event PHI hires or engages one or more employees, contractors, or service providers to perform functions for the benefit of PHI and its affiliates that are then being performed, or were previously performed, by RS hereunder as part of the Services, the Parties shall agree in good faith on a reduction in the monthly fixed fee to reflect the replacement of RS as party performing such functions unless both parties agree that RS will substitute other services of similar value to PHI.

4.2 PHI shall reimburse RS for all undisputed reasonable expenses incurred in accordance with the Services within 30 days of receipt by PHI of an invoice from RS accompanied by receipts and reasonable supporting documentation.

4.3 RS shall invoice PHI, in arrears, on a monthly basis for (a) the flat fee as set out in Section 4.1 and (b) reimbursable RS expenses, as set out in Section 4.2. No other amounts shall be due and payable by PHI to RS in connection with this Agreement. RS shall consolidate all amounts payable by PHI under this Agreement in a single monthly invoice, together with supporting documentation (including such additional supporting documentation as PHI may request). PHI shall pay amounts properly invoiced to it in accordance with this Agreement within 30 days after receipt of invoice; provided, however, that PHI may withhold payment of any amount it disputes in good faith until and to the extent it is agreed between the Parties, or determined by a court of competent jurisdiction, that such amounts are due and payable hereunder by PHI to RS. The Parties acknowledge that as of June 1, 2023, RS has not yet invoiced PHI for, and PHI has not yet paid, the fixed fee as set out in Section 4.1 for the months of January 2023 through June 2023, and RS shall be entitled to invoice PHI for the amounts for January 2023 through May 2023 upon the execution of this Agreement by the Parties and for the amounts for June 2023 at the end of such month.

4.4 PHI shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by PHI hereunder; and to the extent RS is required to pay any such sales, use, excise, or other taxes or other duties or charges, PHI shall reimburse RS in connection with its payment of fees and expenses as set forth in this Section 4. Notwithstanding the previous sentence, in no event shall PHI pay or be responsible for any taxes imposed on, or with respect to, RS’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.

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4.5 All overdue, undisputed payments under this Agreement shall bear interest at the lesser of (a) the rate of 1% per month and (b) the highest rate permissible under Delaware law, calculated daily and compounded monthly. In addition to all other remedies available under this Agreement or at law (which RS does not waive by the exercise of any rights hereunder), RS shall be entitled to suspend the provision of any Services if PHI fails to pay any overdue, undisputed amounts and/or fees when due hereunder and such failure continues for 15 days following written notice thereof.

5. Limited Warranty.

5.1 RS warrants that it shall perform the Services:

(a) In accordance with the terms and subject to this Agreement.

(b) Using personnel of appropriate skill, experience, qualifications, and training.

(c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

5.2 In the event RS breaches the warranty set forth in Section 5.1 in any material respect, RS shall cure such breach at its own expense within a reasonable time (but no more than 10 days) after PHI’s delivery of written notice to RS of such breach. In the event RS does not cure such breach within such time, PHI may, at its option, terminate the Agreement by serving written notice to RS of termination and may exercise all other remedies available under this Agreement or at law.

5.3 RS MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1 ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

6. Intellectual Property. All intellectual property rights developed by RS or an affiliate of RS, including copyrights, patents, patent disclosures, inventions (whether patentable or not), software and programs (including but not limited to PHI Process, BidQ, Lease Q, etc.), recruiting tests, trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”), shall be owned by RS (whether developed or acquired by RS independently of its performance of the Services (including the creation of the Deliverables)). Notwithstanding the foregoing, documents, presentations, reports, spreadsheets, or other similar work product that are delivered to PHI under this Agreement or prepared by or on behalf of RS in the course of performing the Services (except the Intellectual Property Rights included therein) whether or not delivered prior to the Effective Date (collectively, the “Deliverables”), shall be owned by PHI. From the Effective Date and until termination of this Agreement, RS hereby grants PHI a license to use all Intellectual Property Rights embedded in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non- sublicensable, fully paid-up, royalty-free basis to the extent necessary to enable PHI to make reasonable use of the Deliverables and the Services. Upon termination of this Agreement, the parties may mutually agree to enter into a separate use license for PHI’s use of the Intellectual Property Rights.

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7. Confidentiality.

7.1 From time to time for the duration of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and Confidential Information. “Confidential Information” means any information that is treated as confidential by a Party, including but not limited to non-public information about its business affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”; provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information.

7.2 The Receiving Party, for the duration of this Agreement and for 1 year following the termination of this Agreement, shall: (y) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

7.3 If Receiving Party is requested in any proceeding to disclose any of the Confidential Information, Receiving Party shall provide Disclosing Party, if legally permitted, with prompt written prior notice so Disclosing Party, at their sole expense, may seek a protective order or other appropriate remedy. If Disclosing Party is unable to obtain such protective order or other appropriate remedy, Receiving Party will furnish only that portion of the Confidential Information which they are advised by counsel is legally required and will give Disclosing Party written notice of the information to be disclosed as far in advance as practicable and will assist Disclosing Party (at Disclosing Party’s sole expense) in obtaining a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

7.4 Subject to applicable regulatory requirements, upon Disclosing Party’s request, Receiving Party will (and cause the Receiving Party’s Group to) destroy, or return to Disclosing Party, all Confidential Information, including any copies which Receiving Party may have made, and certify to Disclosing Party that they have done so. For purposes of this Section 7 and Section 8.4 only, “Receiving Party’s Group” shall mean the Receiving Party’s affiliates (excluding Disclosing Party) and its or their employees, officers, directors,

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shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.; provided, however, that the Receiving Party shall not be obligated to return or destroy the Confidential Information of the Disclosing Party that is backed up as part of the Receiving Party’s systems or information backup procedures (and such Receiving Party shall continue to protect the confidentiality of such backed up Confidential Information for so long as it is retained and not returned or destroyed as contemplated in this Section).

7.5 Notwithstanding anything in this Agreement to the contrary, PHI acknowledges that RS’s and its affiliates’ businesses include the analysis of, and investment in, securities, instruments, businesses and assets and that the review of the Confidential Information given to RS inevitably will serve to give RS a deeper overall knowledge and understanding in a way that cannot be separated from RS’s other knowledge. Accordingly, and without in any way limiting RS’s obligations under this Agreement, PHI agrees that this Agreement shall not restrict RS’s use of such overall knowledge and understanding for RS’s and its affiliates’ own internal purposes, including the purchase, sale, and consideration of, and decisions related to, other investments. RS shall implement measures in accordance with good industry practice within the securities industry regarding the restriction of access to material nonpublic information, the restriction of trading in violation of law relating to any material nonpublic information, and the training (and discipline) of personnel regarding related policies and procedures.

8. Term, Termination, and Survival.

8.1 This Agreement shall commence as of the Effective Date and shall continue in perpetuity thereafter until terminated pursuant to Section 8.2 or Section 8.3.

8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:

(a) Materially breaches this Agreement, and the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach, or such material breach is incapable of cure.

(b) Becomes insolvent or admits its inability to pay its debts generally as they become due.

(c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 business days or is not dismissed or vacated within 45 business days after filing.

(d) Is dissolved or liquidated or takes any corporate action for such purpose.

(e) Makes a general assignment for the benefit of creditors.

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(f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

8.3 Notwithstanding anything to the contrary in Section 8.2, (i) PHI may terminate this Agreement for any reason upon 30 days’ written notice to RS and (ii) RS may terminate this Agreement for any reason upon 60 days’ written notice to PHI.

8.4 The rights and obligations of the Parties set forth in this Section 8 and Sections 6, 7, 9 and 10 and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination of this Agreement, will survive any such termination of this Agreement.

8.5 If this Agreement is terminated for any reason, then, for up to six (6) months after the effective date of such termination, and in each case to the extent requested by PHI, (i) RS shall continue to provide Services to PHI in accordance with this Agreement and (ii) RS shall provide transition assistance as reasonably requested by PHI (which transition assistance shall include the return or migration of PHI’s files or data under the direct or indirect control of RS, and support for PHI’s migration from any IT system utilized by or on behalf of RS (or made available to PHI by RS) in connection with the Services to those IT systems as designated by PHI) ((i) and (ii) collectively, the “Transition Services”). During each month in which RS provides Transition Services, PHI shall continue to compensate RS as provided in Section 4 as if this Agreement had not yet terminated.

9. Limitation of Liability.

9.1 IN NO EVENT SHALL EITHER OF RS OR PHI BE LIABLE TO THE OTHER FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT RS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE; PROVIDED, HOWEVER, THAT SUCH DISCLAIMER OF LIABILTY SHALL NOT APPLY WITH RESPECT TO (A) A PARTY’S LIABILITY ARISING OUT OF ITS GROSS NEGLIGENCE WILLFUL MISCONDUCT, OR FRAUD, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET OUT IN SECTOIN 10, AND (C) RS’S LIABILITY ARISING OUT OF ITS BREACH OF SECTION 7.5.

9.2 IN NO EVENT SHALL EACH OF RS’S AND PHI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO RS PURSUANT TO THIS AGREEMENT IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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PROVIDED, HOWEVER, THAT SUCH LIMITATION OF LIABILTY SHALL NOT APPLY WITH RESPECT TO (A) A PARTY’S LIABILITY ARISING OUT OF ITS GROSS NEGLIGENCE WILLFUL MISCONDUCT, OR FRAUD, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET OUT IN SECTOIN 10, AND (C) RS’S LIABILITY ARISING OUT OF ITS BREACH OF SECTION 7.5.

10. Indemnity. PHI shall defend, indemnify, and hold harmless RS and RS’s affiliates and its officers, directors, employees, agents, successors, and permitted assigns from and against all losses arising out of or resulting from any third-party claim, suit, action or proceeding arising out of or resulting from the Services or this Agreement except for those arising out of RS’s gross negligence, willful misconduct, or breach of this Agreement.

10.1 Intellectual Property Rights Indemnity. RS and PHI (in such case, the “indemnifying party”) each agree to indemnify the other (in such case, the “indemnified party”) from and against any costs and damages awarded against the indemnified party, and defend the indemnified party against, any claim of infringement of any applicable patent or copyright or misappropriation of any trade secret related to a Deliverable (in the case of indemnification by RS) or any claim relating to RS’s possession, use or modification of any software, documentation, data or other property provided by PHI (in the case of indemnification by PHI).

10.2 Intellectual Property Rights Exclusions. Each of RS and PHI, as appliable, shall have no obligation under Section 10.2 or other liability for any infringement or misappropriation claim to the extent arising from: (1) the other Party’s use of the Intellectual Property Rights (or Deliverables, in the case of such use by PHI) or any part thereof in combination with any equipment, software or data not approved for use by the Party providing it, or use in any manner for which the deliverable was not designed, or any modification or alteration of the deliverable by an person or entity other than the Party providing it; (2) with respect to RS’s obligation to indemnify PHI, any aspect of PHI’s software, documentation or data which existed prior to RS’s performance of Services; (3) any instruction, information, design or other materials furnished or on behalf of the Party which would otherwise be indemnified hereunder to the other Party; or (4) the indemnified Party’s continuing the allegedly infringing activity after being notified thereof or after being informed and provided by the indemnifying Party, at no cost to the indemnified Party, with modifications that would have avoided the alleged infringement.

10.3 In the event a Party seeks indemnification pursuant to this Section 10, the other Party at its own cost shall promptly take control of the defense of the indemnified loss or claim. The indemnified party shall cooperate with the indemnifying party in the defense of such claim or loss, as may be reasonably requested. The indemnifying party shall not admit fault on the part of indemnified party, and shall not enter into any settlement agreement that would result in a binding obligation on the indemnified party, or result in a modification in the conduct of indemnified party’s business, in each case except as the indemnified party may agree in writing in advance in its sole discretion.

11. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

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12. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid), or by email. Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 12.

Notice to PHI:	Attention: Jason Whitley, CFO 2001 SE Evangeline Thruway Lafayette, LA 70508 Phone: (337) 272-2452 Email: jwhitley@phihelico.com
Notice to RS:	Attention: Business Affairs 301 Commerce Street Suite 3200 Fort Worth, Texas 76102 Phone: (817) 332-9500 Email: businessaffairs@acmewidget.com

13. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to, and the court may, modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14. Amendments. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each Party.

15. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

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16. Assignment. Neither Party shall assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party; provided, however, that a Party may assign this Agreement in whole, without such consent, to any of its affiliates, or to any person acquiring all or substantially all of the assigning Party’s assets. Any purported assignment or delegation in violation of this Section 16 shall be null and void. No assignment or delegation shall relieve PHI of any of its obligations under this Agreement.

17. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

18. Relationship of the Parties. The relationship between the Parties with respect to this Agreement is that of independent contractors. The details of the method and manner for performance of the Services by RS shall be under its own control, PHI being interested only in the results thereof. RS shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give PHI the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. The Services must meet PHI’s final approval and shall be subject to PHI’s general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

19. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

20. Choice of Law and Venue. This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute shall be construed and governed by the laws of the State of Delaware (without application of conflict of law principles). The exclusive venue for any suit regarding or relating to this Agreement shall be state and federal courts seated in the State of Delaware. Each Party hereby irrevocably waives any objection to the exclusive jurisdiction of such courts, including waiving any claim of forum non conveniens.

21. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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22. Litigation Costs and Expenses. If either Party institutes any legal suit, action, or proceeding against the other Party to enforce this Agreement (or obtain any other remedy regarding any breach of this Agreement, including, but not limited to, contract, equity, tort, fraud, and statutory claims), the prevailing party in a final, non-appealable judgment regarding the suit, action, or proceeding is entitled to receive, and the non-prevailing party shall pay, in addition to all other remedies to which the prevailing party may be entitled, the costs and expenses incurred by the prevailing party in conducting or defending the suit, action, or proceeding, including reasonable attorneys’ fees and expenses, and court costs, even if not recoverable by law (including, without limitation, all fees, taxes, costs, and expenses incident to appellate, bankruptcy, and post-judgment proceedings).

23. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 12, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

24. Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of PHI to make payments to RS hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God, as that concept is defined under applicable law; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) general strikes, labor stoppages or slowdowns, or other general industrial labor disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials, in each case other than those that are the responsibility of the applicable Party in the performance of its obligations under this Agreement; and (i) other similar unforeseeable events beyond the reasonable control of the Impacted Party.

The Impacted Party shall give notice within 3 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 10 consecutive days following written notice given by it under this Section 24, the other Party may thereafter terminate this Agreement upon 3 days’ written notice.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.

PHI Group, Inc.
By:	/s/ Jason Whitley
Name:	Jason Whitley
Title:	CFO, PHI Group, Inc.
Renegade Swish, LLC
By:	/s/ Mandi Johnson
Name:	Mandi Johnson
Title:	Treasurer
By:	/s/ Nelson Holm
Name:	Nelson Holm
Title:	Assistant Secretary

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EX-10.19

Exhibit 10.19

MEMORANDUM OF LEASE

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, personally came and appeared the LAFAYETTE AIRPORT COMMISSION, a body politic, represented herein by its duly authorized Chairman, Donald J. Higginbotham and PETROLEUM HELICOPTERS, INC., a corporation duly authorized to do and doing business in the State of Louisiana, herein represented by and through its duly authorized representative, BEN SCHRICK, its Chief Operating Officer, who after being duly sworn declared:

The parties do hereby declare that LAFAYETTE AIRPORT COMMISSION is the Lessor and PETROLEUM HELICOPTERS, INC. is the Lessee of certain parcel(s) of ground and the buildings improvements and facilities to be located thereon at the Lafayette Regional Airport, Lafayette, Louisiana, for use as Helicopter Transportation, Training & Overhaul Facility for a term of twenty (20) years beginning on the date of initial occupancy, with three (3) successive five (5) year option term(s) to be mutually agreed between the parties, which premises are described as follows, to-wit:

LOT 1: All that property located in Section 43, Township 10 South, Range 5 East, City of Lafayette, Louisiana, more particularly described as follows:

Commencing at a DOTD Monument located approximately 2440 feet south of the intersection of Tower Road and U.S. Highway 90, thence N21 “39’50”W, a distance of 0.06 feet to the Point of Beginning;

Thence N25 “03’46” W, a distance of 701.43 feet to the beginning of a curve tangent to said line; thence northeasterly a distance of 47.45 feet along the curve concave to the southeast, having a radius of 30.00 feet and a central angle of 90 “37’25”; thence N65 “33’39”E tangent to said curve, a distance of 155.92 feet to the beginning of a curve tangent to said line, thence southeasterly a distance of 21.48 feet along the curve concave to the south, having a radius of 25.00 feet and a central angle of 49 “14’11” to a point of reverse curvature; thence northeasterly a distance of 203.42 feet along the curve concave to the west, having a radius of 60.00 feet and a central angle of 194 “15’10”; to a point of reverse curvature; thence northwesterly a distance of 23.55 feet along the curve, concave to the northeast, having a radius of 25.00 feet and a central angle of 53 “58’05”; thence N25 “29’15”W tangent to said curve, a distance of 297.72 feet; thence N64 “30’45”E, a distance of 630.18 feet; thence S51 “31’31”E, a distance of 174.05 feet; thence N64 “30’45”E, a distance of 93.51 feet; thence S25 “29’15”E, a distance of 191.40 feet; thence S51 “31’31”E, a distance of 544.73 feet; thence S38 “44’43”W, a distance of 518.01 feet; thence S25 “29’15”E, a distance of 61.68 feet; thence S64 “30’45”W, a distance of 854.28 feet to the Point of Beginning.

Said area bounded by the letters A—B—C—D—E—F—G—H—I—J—K—L—M—N—O—A, containing 25.78 acres, as shown on that plat of survey by Domingue, Szabo & Associates, Inc., dated November 23, 1998, and,

LOT 2: All that property located in Section 43, Township 10 South, Range 5 East, City of Lafayette, Louisiana, more particularly described as follows:

Commencing at a DOTD Monument located approximately 2440 feet south of the intersection of Tower Road and U.S. Highway 90, thence N21 “39’50”W, a distance of 0.06 feet; thence N25 “03’46”W, a distance of 846.44 feet to the Point of Beginning;

Thence N25 “03’46”W, a distance of 342.68 feet; thence N64 “30‘45”E, a distance of 222.71 feet; thence S25 “29’15”E, a distance of 351.01 feet to the beginning of a curve tangent to said line, thence southwesterly, a distance of 39.73 feet along a curve concave to the northwest, having a radius of 25.00 feet and a central angle of 91 “02’54”; thence S65 “33’39”W tangent to said curve a distance of 170.41 feet to the beginning of a curve tangent to said line; thence northwesterly a distance of 46.80 feet along the curve concave to the north, having a radius of 30.00 feet and a central angle of 89 “27’20” to the Point of Beginning.

Said area bounded by the letters P—Q—R—S—T—U—P, containing 1.92 acres, as shown on that plat of survey by Domingue, Szabo & Associates, Inc., dated November 23, 1998.

The parties hereto do hereby incorporate by reference all the terms, conditions and provisions of the above described lease as duly executed on the 1st day of APRIL, 1999.

This Memorandum of Lease is being made for purpose of recording in the Conveyance Records of the Clerk of Court’s office in and for the Parish of Lafayette, State of Louisiana, for all notification and other purposes described by law.

THUS DONE AND SIGNED in the presence of the undersigned competent witnesses and me, Notary, after due and complete reading of the whole on this 1st day of APRIL, 1999.

WITNESSES:	LESSOR:	LAFAYETTE AIRPORT COMMISSION
[ILLEGIBLE]	by:	/s/ Donald J. Higginbotham - Chairman
[ILLEGIBLE]		Donald J. Higginbotham - Chairman

/s/ Tina Lation

NOTARY PUBLIC

State of Louisiana, Parish of Lafayette

Commission expires at death.

THUS DONE AND SIGNED in the presence of the undersigned competent witnesses and me, Notary, after due and complete reading of the whole on this 1st day of April, 1999.

WITNESSES:	LESSEE:	PETROLEUM HELICOPTERS, INC.
/s/ Kathleen M. Richard	by:	/s/ Ben Schrick
[ILLEGIBLE]	Name	Ben Schrick
	Title:	Chief Operating Officer

[ILLEGIBLE]

NOTARY PUBLIC

State of Louisiana, Parish of Lafayette

Commission expires with life.

“APPENDIX D - LEASE”

INFRASTRUCTURE COMPLEX

S. E. EVANGELINE THRUWAY - 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

STATE OF LOUISIANA

PARISH OF LAFAYETTE

KNOW ALL MEN BY THESE PRESENTS, that

The LAFAYETTE AIRPORT COMMISSION, a body politic, domiciled in the Parish of Lafayette, Louisiana, herein represented by Donald J Higginbotham, its Chairman, authorized by resolution of said Commission, a copy of which is annexed hereto (hereinafter referred to as “LAC” or “LESSOR”); and,

PETROLEUM HELICOPTERS, INC., a Louisiana Corporation, duly authorized and conducting business in the State of Louisiana, represented herein by Ben Schrick its Chief Operating Officer, authorized by Corporate Resolution, a copy of which is annexed hereto (hereinafter referred to as “LESSEE”),

who declare that LAC does hereby grant unto LESSEE the right to the use and occupancy of the following described premises, together with all buildings, improvements and facilities thereon located and being part of the Lafayette Regional Airport, hereinafter referred to as “AIRPORT”, on the terms and conditions hereinafter set forth, which premises are more fully described as follows:

I. PREMISES

LOT 1: All that property located in Section 43, Township 10 South, Range 5 East, City of Lafayette, Louisiana, more particularly described as follows:

Commencing at a DOTD Monument located approximately 2440 feet south of the intersection of Tower Road and U.S. Highway 90, thence N21 °39’50”W, a distance of 0.06 feet to the Point of Beginning;

Thence N25°03’46”W, a distance of 701.43 feet to the beginning of a curve tangent to said line; thence northeasterly a distance of 47.45 feet along the curve concave to the southeast, having a radius of 30.00 feet and a central angle of 90°37’25”; thence N65°33’39”E tangent to said curve, a distance of 155.92 feet to the beginning of a curve tangent to said line, thence southeasterly a distance of 21.48 feet along the curve concave to the south, having a radius of 25.00 feet and a central angle of 49°14’11” to a point of reverse curvature; thence northeasterly a distance of 203.42 feet along the curve concave to the west, having a radius of 60.00 feet and a central angle of 194°15’10”; to a point of reverse curvature; thence northwesterly a distance of 23.55 feet along the curve, concave to the northeast, having a radius of 25.00 feet and a central angle of 53°58’05”; thence N25°29’15”W tangent to said curve, a distance of 297.72 feet; thence N64°30’45”E, a distance of 630.18 feet, thence S51°31’31”E, a distance of 174.05 feet; thence N64° 30’45”E, a distance of 93.51 feet; thence S25°29’15’’E, a distance of 191.40 feet; thence S51°31’31”E, a distance of 544.73 feet; thence S38°44’43”W, a distance of 518.01 feet; thence S25°29’15”E, a distance of 61.68 feet; thence S64°30’45”W, a distance of 854.28 feet to the Point of Beginning.

Said area bounded by the letters A—B—C—D—E—F—G—H—I—J—K—L—M—N—O—A, containing 25.78 acres, as shown on that plat of survey by Domingue, Szabo & Associates, Inc., dated November 23, 1998, attached hereto and identified herein as “EXHIBIT B”; and,

LOT 2: All that property located in Section 43, Township 10 South, Range 5 East, City of Lafayette, Louisiana, more particularly described as follows:

Commencing at a DOTD Monument located approximately 2440 feet south of the intersection of Tower Road and U.S. Highway 90, thence N21°39’50”W, a distance of 0.06 feet; thence N25°03’46”W, a distance of 846.44 feet to the Point of Beginning;

Thence N25°03’46”W, a distance of 342.68 feet, thence N64°30’45”E, a distance of 222.71 feet; thence S25°29’15”E, a distance of 351.01 feet to the beginning of a curve tangent to said line, thence southwesterly, a distance of 39.73 feet along a curve concave to the northwest, having a radius of 25.00 feet and a central angle of 91°02’54”; thence S65°33’39”W tangent to said curve a distance of 170.41 feet to the beginning of a curve tangent to said line; thence northwesterly a distance of 46.80 feet along the curve concave to the north, having a radius of 30.00 feet and a central angle of 89°27’20” to the Point of Beginning.

Said area bounded by the letters P—Q—R-—S—T—U—P, containing 1.92 acres, as shown on that plat of survey by Domingue, Szabo & Associates, Inc., dated November 23, 1998, attached hereto and identified herein as “EXHIBIT B”.

II. TERMS

This Lease Agreement shall have a primary term of twenty (20) years, commencing on the date of occupancy of the initial phase of improvements, and ending on the twenty (20th) anniversary of the foregoing date. LESSEE and the LAC shall have the option to renew this Lease Agreement for three (3) successive additional periods of five (5) years each, from the expiration of the primary term. In the event that LESSEE desires to exercise its option to renew for the first five (5) year option period, commencing at the expiration of the primary term, then and in that event LESSEE shall notify the LAC in writing, by Certified Mail of its intent to renew one (1) year prior to the expiration of the primary term. In the event that LESSEE should desire or elect to exercise the second five (5) year option to renew, then similarly and in that event, LESSEE shall notify LAC in writing by Certified Mail of its intent to exercise the second five (5) year option term at least one (1) year prior to the expiration of the first option term; and, lastly, in the event LESSEE elects to exercise the third five (5) year option period, then and in that event LESSEE shall notify LAC in writing by Certified Mail of its intention to renew at least one (1) year prior to the expiration of the second option term. The primary term, as well as the terms and considerations thereof and of all the option periods, if so exercised, shall be with the following conditions and qualifications as hereinafter set forth.

III. CONSIDERATION

(a) This Lease Agreement is made for and in consideration of the covenants herein contained. LESSEE understands that the LAC is currently in the process of constructing certain improvements upon the leased premises. As and when each phase of the improvements, or portion thereof, are completed and ready for occupancy by LESSEE, LESSEE shall occupy said improvements and commence the payment of rental, in accordance with LESSEE’s bid, as follows:

1. TWO AND FORTY-THREE HUNDREDTHS ($2.43) DOLLARS per square foot for all buildings/facility areas, as hereinafter defined;

2. ONE AND TWO HUNDRED FIFTEEN HUNDREDTHS ($1.215) DOLLARS per square foot for all porches and shed areas included within the building/facility square footage; and

3. ZERO AND ELEVEN HUNDREDTHS ($0.11) DOLLARS per square foot for all land leased.

In addition to commencing the payment of rent for the improvements or any portion thereof as and when the same are completed and ready for occupancy by the LESSEE, LESSEE shall also commence the payment of rent for the land which is occupied by the said improvements which are completed and ready for occupancy. The area of land for which rent shall be paid shall be that area lying immediately beneath and adjacent to the completed improvements including the building/facility area, porches and sheds, and any and all parking and drive areas along with associated green area or landscaped area associated with said completed improvements. Upon the completion of all of the improvements, any land area not previously made the subject of rent payments, shall become the subject of said payments to the full extent of the Premises described in Section I. hereof.

During each subsequent year of the primary term, the annual net rental for the premises herein leased shall be adjusted on the anniversary of this Lease, in accordance with changes reflected in the Consumer Price Index for All Urban Consumers, U. S. City average, “All Items” expenditure category, as published by the United States Department of Labor, Bureau of Labor Statistics, for the month which is three (3) months prior to the anniversary date as compared to the same month’s index for the preceding year, all in accordance with “EXHIBIT D - LEASE POLICY”, but in no event will the Consumer Price Index adjustment be greater than ten percent (10%) per annum. Said adjusted rental to be paid monthly on the first day of each month in twelve (12) equal monthly installments.

Every fifth (5^th) year of the Primary term, the LAC and LESSEE may agree to cause a revised current fair market rental value appraisal to be performed and LESSEE shall, beginning on the next following anniversary date of the Lease, pay, as an annual rental, the current fair market rental value of the property and improvements, as appraised, in twelve equal monthly installments, on the first day of each month with Consumer Price Index adjustments as hereinabove described for each subsequent year.

In the event LESSEE objects to the appraisal performed for the purpose of determining current fair market rental value as hereinabove provided, LESSEE shall so notify LAC, in writing, by Certified Mail, within fifteen (15) days of LESSEE’s receipt of said appraisal. Thereafter, LESSEE shall be given the opportunity to select its own appraiser for the purpose of establishing current fair market rental value and upon approval of said appraiser, by LAC, current fair market rental value shall be set as determined by LESSEE’s appraiser. The foregoing notwithstanding, should LAC object to the appraisal performed by LESSEE’s chosen appraiser, a third appraisal shall be made by an individual selected by the appraiser chosen by LESSEE and by the appraiser chosen by LAC; said third appraisal shall then be binding upon the parties. The cost of said third appraisal shall be shared by the parties hereto.

Subsequent to LESSEE’S occupancy of all phases of improvements being constructed by the LAC, and as reasonably soon thereafter, LESSEE agrees to execute an amendment to this lease describing the total rental to be paid on an annual basis during the primary term hereof, describing with specificity the improvements to be occupied in accordance with the other provisions hereof, the date of initial occupancy, the lease term, and any other matters necessary to give reasonable specificity to this document.

(b) Rental Consideration During Option Periods

The rental during the first, second and third option periods, if exercised, shall be based upon following considerations and qualifications, as follows:

(1) The consideration for the rental during the first year of each exercised option period shall be based upon fair market rental value which is to be determined by two (2) appraisers, qualified under MAI, ASA or SREA, to be local appraisers duly recognized by the Courts of this State as expert real estate appraisers, whose principal business is appraising real estate, one (1) appraiser to be appointed by the LAC and one (1) appraiser to be appointed by LESSEE. Fair market rental value shall be determined at the time of appraisal which is to be made during the preceding six (6) month period prior to the notification dates as stipulated in Article II, Terms, of this Agreement of each said option period. If the LAC disagrees with any value differences submitted by the two (2) appraisers then fair market rental value shall be determined by the selection of a third appraiser, selected and named by the two (2) previous appraisers, which appraisal of the third appraiser shall be deemed controlling as to the determination of fair market rental value for the first year of the exercised option period. The fees of the third appraiser are to be shared by LAC and LESSEE, whereas the fees of the first two (2) appraisers are to be paid respectively by each of the parties, LAC and LESSEE.

The term “fair market rental value” is defined as a rental income that a property would most probably command in the open market, indicated by current rents paid and asked for comparable space as of the date of appraisal.

(2) During each subsequent year of an exercised option term, if applicable, the annual net rental for the premises herein leased shall be adjusted on each anniversary of this Lease, in accordance with changes reflected in the Consumer Price Index for All Urban Consumers, U. S. City average, “All Items” expenditure category, as published by the United States Department of Labor. Bureau of Labor Statistics, for the month which is three (3) months prior to the anniversary date, as compared to the same month’s index for the preceding year, all in accordance with “EXHIBIT D - LEASE POLICY”, but in no event will the Consumer Price Index adjustment be greater than ten percent (10%) per annum. Said adjusted rental to be paid monthly on the first day of each month in twelve (12) equal monthly installments.

The net rental hereinabove fixed for the respective periods abovementioned means that, in addition to said amounts of actual rental, the LESSEE will pay all taxes and assessments which may be levied by the State and all political subdivisions against the property for the period covered by this Lease Agreement, and that LESSEE will reimburse LAC monthly for all insurance premiums paid by LAC on such policies of fire, tornado, windstorm insurance as provided for in “Appendix E” attached hereto. The LAC may not require the carrying of fire insurance beyond the full insurable value of the premises.

The taxes and insurance premiums herein provided to be paid by the LESSEE are part of the rent for the premises, and, should the LESSEE fail to pay the rent promptly, punctually any of said rent, taxes or insurance premiums, the LAC may, but need not, pay same and recover repayment thereof at once from the LESSEE with interest at the rate of one percent (1%) per month from date of payment by LAC.

Rentals shall become delinquent ten (10) days after the date they are due and delinquent payments shall bear interest at the rate of One and One-Half percent (1-1/2%) per month from date due until paid, in accordance with the “LAC ACCOUNTS RECEIVABLE PAYMENT AND COLLECTION POLICY”, as amended, attached hereto and identified as “EXHIBIT E”. Additionally, an administrative charge for the handling of the past due payment will be applied to the principal amount due, as provided in the aforementioned “EXHIBIT E”.

In the event that the term hereof shall begin on any day other than the first day of a calendar month, the rental for any partial calendar month shall be prorated on a daily basis and such prorated rental for the first partial calendar month shall be paid on the date of commencement of the term of this Lease.

IV. REPAIRS AND MAINTENANCE

The LESSEE will make all necessary repairs ordinary and extraordinary including, non-exclusively, repairs to the roof and flooring, and keep the premises in as good order as it is upon occupancy, ordinary wear and tear excepted.

At its sole cost and expense, LESSEE shall maintain the grounds and landscaping in as good order as same is delivered to LESSEE for occupancy.

LAC will not be responsible for any damages to the premises however caused, whether by leaks in the roof, bursting of pipes by freezing or otherwise, or by any vices or defects of the premises or consequences thereof. The said premises and appurtenances including buildings, ramp area, parking lot, locks, keys and lighting, heating and plumbing system, and fixtures and attachments, are delivered in good order and LESSEE is obligated to keep all of the same in like good order during the terms of this Lease Agreement; to keep in repair all plumbing, even when injured by freezing; to keep the drains and plumbing clean and to so deliver them at the expiration of this Lease Agreement; to pay all bills for water, electricity, gas and sewerage and similar charges; to comply with all the laws and ordinances of the State, City, Board of Health, and other public bodies, including all rules and regulations of the Federal Aviation Administration, now in force or which may hereinafter be enacted for whatever character, at LESSEE’s own expense.

LAC will not be responsible for damages of any sort to any persons or property, however occasioned; and LESSEE shall hold LAC harmless from any claims by or liability to third persons however arising, including on sidewalks and adjoining premises. LAC shall at all times have the right to enter premises for the purposes of the inspection and making such, if any, repairs as LAC shall elect to make. The care, maintenance and repair of all improvements, machinery and equipment, including heating and air conditioning, and glass are assumed by LESSEE, and LESSEE shall maintain liability insurance in the extent of, and as specified in “Appendix E” which is made a part hereof. The LAC shall be named as loss payee under said insurance.

Anything herein to the contrary notwithstanding, LESSEE shall not assign to any insurer by way of subrogation or otherwise any rights of action that LESSEE may have against LAC for any loss to any of LESSEE’s property in or on said premises covered in insurance. LAC shall not assign to any insurer by way of subrogation or otherwise any right of action that LAC may have against LESSEE for any loss to LAC’s building or other improvements on said premises covered by insurance.

The destruction in whole or in part of the premises by fire or other casualty will not vitiate this Lease Agreement, but the LESSEE, shall rebuild or repair said premises as speedily as practicable and except as hereinafter stated, substantially as said premises were before such destruction, and the LESSEE shall assume occupancy immediately upon the rebuilding or the repairing being completed, and shall be entitled simply to a credit for the period during which the LESSEE shall have been excluded from the occupancy of the premises or part thereof, such credit to be proportionate to the portion of the premises from the occupancy of which LESSEE shall have been excluded.

Where the destruction of the premises in whole or in part occurs at so late a period that the LESSEE could not be restored to the enjoyment of the premises for a period of at least one (1) year before the expiration of the primary term of this Lease Agreement, or of the expiration of any five (5) year option period, if exercised, the LESSEE shall be under no obligation to resume possession, and the LESSEE shall be under no obligation to rebuild or repair; however, the LAC shall be entitled to the insurance proceeds payable for any such loss.

The LESSEE shall maintain replacement cost insurance on the improvements so that the costs of rebuilding or repairing will be covered by the amount received by LAC from the insurance covering the casualty causing the damage or destruction.

LESSEE is bound not to do or suffer any act to be done or omitted, which would forfeit the insurance, or increase the rate thereof, on any property of LAC or the contents thereof to whomsoever belonging; nor to transfer this Lease Agreement, in whole or in part, without the written consent of the LAC; and at the end of this Lease Agreement to return possession of said premises and appurtenances, broom-cleaned and free of trash, in like good order as received, the usual decay, wear and tear the only acceptance; and to replace all broken glass, remove any and all signs painted or placed in or upon the premises before leaving.

LESSEE is obligated not to display in, on, or about the premises any sign or decoration, the nature of which, in the judgment of LAC is dangerous, unsightly or detrimental to the property.

V. INGRESS AND EGRESS

LESSEE, its invitees, employees and suppliers, shall have and are hereby granted during the terms of this Lease Agreement, or any extensions or renewals thereof, the right of ingress and egress to and from the hereinabove described property which right of ingress and egress shall be by way of the most convenient access to said properties.

VI. ADDITIONS OR ALTERATIONS BY LESSEE

It is expressly understood and agreed that the LESSEE shall have and is hereby granted the right to construct on the premises, building and improvements, including metal buildings pursuant to and in compliance with Federal Aviation Administration Rules and Regulations and in compliance with the building codes of the City of Lafayette, Parish of Lafayette, State of Louisiana, or any other regulatory body having jurisdiction and control over such buildings or improvements. The design, type, plans and specifications of said building and improvements are to be approved in writing by LAC prior to the letting of any contract for the construction of same, the approval of said design, type, plans and specifications shall not be unreasonably withheld.

All repairs and improvements to the leased premises shall be approved by the State Fire Marshall and the City of Lafayette Metro Code Authority prior to occupancy. Copies of applicable Certificates of Occupancy, evidencing such compliance must be submitted to the LAC. As soon as practicable following completion of the improvements, LESSEE shall submit to LAC an itemized statement, certified by an officer of LESSEE, showing the actual cost of said improvements, along with copies of all invoices and other records in connection therewith. LESSEE and LAC shall conduct an inspection, with video record, of the repairs and improvements prior to occupancy. Following construction of improvements, LESSEE shall contract for an appraisal of the facilities for the purpose of establishing replacement value for insurance purposes. A copy of the appraisal document shall be provided to the LAC. All other conditions and requirements relative to construction of the improvements shall be as herein provided. LESSEE further agrees that said improvements shall thereupon become and thereafter be part of the premises, and shall not be removed, changed or altered in any manner whatsoever without the express written permission of LAC; and, shall not be subject to mortgage, pledge, hypothecation, or seizure. LESSEE shall ensure that all repairs/modification/improvements are completed by a state-licensed Contractor.

It is further agreed and expressly understood that LESSEE may at any time during the term of this Lease Agreement or within sixty (60) days after the termination of this Lease Agreement remove any building built by LESSEE, the construction cost of which were directly paid for by LESSEE, provided however that said building or buildings are not attached to other buildings owned by LAC, and may be removed without substantial damage to the remaining buildings. Payment of rentals is not to be considered as payment of construction costs. Upon removal of such building or buildings, LESSEE shall leave premises in good and clean condition with all debris and concrete slabs under such building or buildings removed at LESSEE’s cost and expense. If said building or buildings are not removed within sixty (60) days, the LAC shall have the option to either own said buildings free of cost to the LAC or to require LESSEE to remove same from premises. The removal of said debris and concrete slabs shall be completed within thirty (30) days after the removal of any buildings and upon LESSEE failing to do so, then LAC may do so or have same done and LESSEE shall reimburse LAC the cost thereof.

In the event LESSEE, with LAC’s written permission, constructs permanent improvements upon the leased premises, same shall thereupon become and thereafter be part of the premises, and shall not be removed, changed or altered in any manner whatsoever without the express written permission of the LAC, title to which is vested in the public and shall be subject to LESSEE’s right of occupancy as provided under the terms and conditions of this Lease Agreement.

The foregoing notwithstanding, LESSEE shall be entitled to occupy any Additions or Alterations made by LESSEE at LESSEE’s sole cost and expense for the remainder of the primary term of the lease, if said Additions or Alterations are made within the primary term of the lease, without the value of said Additions or Alterations being valued for purposes of the rental calculation as set forth in Section III of this lease. After the expiration of the primary term; however, the value of the Additions or Alterations shall be considered in the rental calculation as set forth in Section III of this lease for any option terms exercised by the LESSEE.

In addition, LESSEE shall be entitled to occupy any Additions or Alterations made by LESSEE at LESSEE’s sole cost and expense for the remainder of any current option term of the lease, if said Additions or Alterations are made within the then current option term of the lease, without the value of said Additions or Alterations being valued for purposes of the rental calculation as set forth in Section III of this lease. After the expiration of the current option term; however, the value of the Additions or Alterations shall be considered in the rental calculation as set forth in Section III of this lease for any additional option terms exercised by the LESSEE.

VII. PARKING AREA

LAC reserves the right to regulate any and all parking at the Airport and to fix reasonable and nondiscriminatory fees for parking on a daily, weekly, monthly or hourly basis on all Airport property. However, LAC transfers to LESSEE the right to regulate all parking upon the premises and to permit parking thereon only by its customers, employees and invitees and agrees to cooperate with LAC to prohibit others from parking on said premises. Neither LESSEE nor LAC shall fix any fees for parking on a daily, weekly, monthly or hourly basis on the premises for parking by LESSEE’s customers, employees and invitees. In the event that any charges made by LESSEE for parking on said premises or any allowance given to employees for parking on said premises, such charges shall be paid to LAC.

LESSEE shall be responsible for the maintenance, repair, overlaying and scaling of the area designated as parking lot area as necessary and normal maintenance. Should LESSEE fail to make the aforesaid repairs, the LAC may, at its option, have the repairs made and the LESSEE shall reimburse the LAC for the cost. LESSEE shall maintain as it desires all other parking areas it may use as covered by this Lease Agreement. LESSEE shall return the premises to LAC at the termination of this Lease Agreement in the same condition as received, normal wear and tear excepted.

VIII. COMMISSIONS ON AVIATION FUEL, OIL OR OTHER LUBRICANTS

In consideration of the guaranteed fixed amount provided for by rentals herein stipulated and the other benefits enuring to the LAC by virtue of the other covenants and obligations assumed by LESSEE, including but not limited to the obligation of the LESSEE to assume the cost and expense of maintenance and repair of all improvements, including the ramp and parking areas, insurance, etc. (which rentals are in lieu of fuel and oil flowage commissions and landing fees charged others) the LAC does hereby waive and relinquish any and all claims for commissions on aviation fuel or aviation oil or other lubricants used or consumed by LESSEE in the operation of its helicopters whether said

commission was created by a resolution or ordinance adopted by LAC, and agrees that LESSEE shall not be responsible for the payment of any commissions on such fuel, oil or lubricants used by it in its helicopters in connection with the operation of its business during the term of this Lease Agreement, but any such commissions shall apply to any such fuel, oil or lubricants sold and delivered by LESSEE to third parties. LESSEE agrees that any and all fuel placed in its fixed wing aircraft at the Lafayette Regional Airport shall be purchased from one of the fixed base operators located on said Airport if LESSEE does not refuel his own fixed wing aircraft, but, if it does refuel its own fixed wing aircraft, then it shall pay the then existing and prevailing commission. LESSEE shall before the tenth (10th) of each month, furnish a report to LAC showing the aviation fuel used in its own fixed wing aircraft dispensed and/or delivered on the Lafayette Regional Airport.

IX. EASEMENTS AND RIGHTS-OF-WAY

This Lease Agreement is made subject to all existing rights-of-way and easements. LAC reserves the right to grant future easements across the premises for utilities, including but not limited to, electric, gas, sewer, telephone and water, so long as they do not interfere with any existing or proposed improvements. Proposed improvements are defined as those for which LESSEE has notified LAC, in writing, of its intention to construct and the location thereof.

X. LIABILITY INSURANCE

LESSEE shall carry liability and contractual liability insurance together with such other insurance coverage and in such minimum amounts as specified in “Appendix E”.

The LESSEE agrees that at all times, after the execution of the Lease, it will indemnify, and hold harmless, the LAC, its Commissioners, employees and representatives and the City of Lafayette and Parish of Lafayette, Louisiana, against and from any and all liabilities, losses, suits, actions, claims, demands, damages, expenses and costs, of every kind and nature, incurred by or asserted or imposed against the LAC and its respective agents or employees or any of them, by reason of any accident or injury, including death, or damages to any person or property, howsoever caused, resulting from or growing out of any act or commission or omission of LESSEE, it successors, agents, employees, invitees or any other similar type person whomsoever. Certificates of insurance evidencing such Comprehensive General Liability and Contractual Liability coverage shall be furnished to the LAC.

XI. ASSIGNMENT OF RIGHT OF USE OR OCCUPANCY OF PREMISES

LESSEE may not assign or sub-lease all or any portion of premises without the prior written consent of the LAC. LAC agrees that said consent shall not be unreasonably withheld. In the event that LESSEE does desire to assign or sub-lease all or any portion of the premises, all considerations and rentals payable on the said assignment or sub-lease for the use of land and improvements of LAC shall be paid directly to LAC and LESSEE shall not retain any portion thereof.

XII. DELINQUENT RENTALS

It is expressly understood and agreed that in the event LESSEE fails to make any rental payments when due and after thirty (30) days written notice of its default to make such payment, then LAC shall have and is hereby granted the option and right to either terminate the Lease Agreement or to demand and to be paid the entire rental for the balance of the term of this Lease Agreement. In the event that LESSEE violates any other provisions of this Lease Agreement (other than payment of rentals or any other compensation herein provided) and after ten (10) days written notice to LESSEE such violation has not been cured and it becomes necessary for LAC to employ an attorney to enforce any of the provisions of this Lease Agreement, LESSEE agrees to pay the fees of such attorney.

Should voluntary or involuntary bankruptcy proceedings be commenced by or against LESSEE, or should LESSEE make an assignment for the benefit of creditors, then and in any of said events, LESSEE shall ipso facto be in default and LAC may demand the rental for the whole unexpired term of the Lease Agreement or proceed one (1) or more times for past due installments without prejudicing its right to proceed later for the rental of the then unexpired term. Failure of the LAC to exercise its option in the event of default will not constitute a ratification of or acquiescence of any future defaults.

XIII. USE OF AIRFIELD WITH OTHERS

LESSEE shall have and is hereby granted the right to use, jointly with others, the portions of the Airport facilities, including landing strips, taxi strips, engine running area, navigation facilities, practice area and aids in connection with the operation of its business and its fixed wing aircraft and helicopters.

XIV. OBSTRUCTIONS

The LAC reserves the right to take any action it considers necessary to protect the aerial approaches of the LRA against obstructions, together with the right to prevent LESSEE from erecting or permitting to be erected, any building or other structure on or adjacent to the LRA which, in the sole opinion of the LAC, and in its absolute discretion, would limit the usefulness of the LRA or constitute a hazard to aircraft. LESSEE agrees that no lighting, signs or advertising matter may be erected without the consent of LAC. Upon default of this covenant, LAC maintains the right of entry onto the premises, and removal of said lighting, sign, and/or advertising matter, at the sole cost and expense of LESSEE. LESSEE takes cognizance of zoning Ordinance No. 75, dated November 9, 1950, as amended by Ordinance No. 183, dated October 27, 1960, which Ordinance is recorded under Entry No. 407540 in Book D-34, page 488, records of the Clerk of Court’s office of the Parish of Lafayette, which Ordinance regulates the height of

structures and objects of natural growth within approach zones and conical zones around the Lafayette Regional Airport. LESSEE acknowledges that the premises leased herein were obstruction free when leased. LESSEE hereby agrees that this Lease is subject to all of the rules and regulations of the LAC and of the Federal Aviation Administration and any amendments thereto. LESSEE agrees to permit LAC to install, maintain, and operate proper obstruction lights positioned according to the FAA on any part of the premises or improvements and agrees to reimburse the LAC for the cost of such installation.

XV. FAA RULES AND REGULATIONS

Notwithstanding anything contained herein to the contrary, this Lease Agreement is subject to all of the Rules and Regulations of the Federal Aviation Administration including requirements for Airport certification and safety and security codes, and to all ordinances and rules and regulations of the LAC as may from time-to-time be required by the Federal Aviation Administration to be adopted.

LESSEE’S right of use and occupancy of the premises are subject to the rights of the government to make exclusive use of the premises in the event of National Emergency as provided in Item (S) of the Instrument of Transfer dated October 12, 1948.

This Lease, is made subject to the provisions of Part 21 of the Federal Aviation Regulations and Part 5, Assurances, Paragraph 20, which require that the LESSEE, in exercising any of the rights or privileges herein granted to it, shall not on the grounds of race, color, or national origin discriminate or permit discrimination against any person or group of persons in any manner prohibited by Part 21 of the Regulation of the Secretary of Transportation. LAC is hereby granted the right to take such action, anything to the contrary herein notwithstanding, as the United States may direct to enforce this nondiscrimination covenant.

LESSEE agrees that it will furnish it’s services on a fair, equal and not unjustly discriminatory basis to all users thereof and will charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided that LESSEE may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar types of price reductions to volume purchasers as provided by Part 21 of Federal Aviation Regulations and Paragraph 20 of the Grant Agreement between LAC and the Federal Aviation Administration.

ARTICLE XVI. FAA ASSURANCES

LESSEE hereby agrees that this Lease is subject to all of the rules and regulations of the Federal Aviation Administration Code of Federal Regulations and LAC Ordinances, and any amendments thereto, including but not limited to the following:

1. LAC reserves the right to take any action it considers necessary to protect the aerial approaches of the LRA against obstruction, together with the right to prevent LESSEE from erecting, or permitting to be erected, any building or any other structure on the Airport which, in the opinion of LAC would limit the usefulness of the Airport or constitute a hazard to aircraft.

2. During time of war or national emergency, LAC shall have the right to lease the landing area or any part thereof, to the United States Government for military or naval use, and, if any such lease is executed, the provisions of this Lease/Contract, insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended.

3. This Lease shall be subordinate to the provisions of any existing or future agreement between the LAC and the United States, relative to the operation and maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of Federal funds for the development of the Airport. This Lease/Contract is also subordinate to all reversionary clauses that may now exist in favor of the United States, and in the event that the United States exercises any rights it may have to the premises conveyed herein, then this Lease/Contract will be rendered null and void without any prejudice to LAC whatsoever.

4. The LESSEE for himself, his personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agrees, as a covenant running with the land that: (a) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (c) that the LESSEE shall use the premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended.

5. It is clearly understood and agreed by the LAC that no right or privilege has been granted which would operate to prevent any person, firm or corporation operating aircraft on the Airport from performing any services on its own aircraft with it own regular employees, including, but not limited to, maintenance and repairs, that it may choose to perform.

6. LAC reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of the LESSEE, and without any interference or hindrance whatsoever.

7. LAC reserves the right, but shall not be obligated to LESSEE, to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of LESSEE in this regard.

8. The LESSEE assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to ensure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E. The LESSEE assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this Subpart. The LESSEE assures that it will require that its covered suborganizations provide assurances to the LESSEE that they similarly will undertake affirmative action programs and that they will require assurances from their suborganizations, as required by 14 CFR Part 152, Subpart E, to the same effect.

9. In the event of breach of any of the aforementioned non-discrimination covenants, the LAC shall have the right to terminate this Lease/Contract and to re-enter and repossess said premises and the facilities thereon, and hold the same as if said Lease/Contract had never been made or issued.

XVII. ADDRESSES FOR NOTICE

The mailing address for LESSOR shall be 200 Terminal Drive, Lafayette, Louisiana 70508-2159, unless and until LESSEE is notified of a new address.

Unless and until LESSOR is notified of a new address, the mailing address of the LESSEE shall be Post Office Box 90808, Lafayette, Louisiana 70509-9808.

XVIII. SUCCESSORS OR ASSIGNS

This Lease Agreement shall be binding upon the parties hereto, their heirs, assigns, legal representatives and sublessees and/or assignees.

XIX. REGULATORY COMPLIANCE

Notwithstanding anything contained herein to the contrary, this Lease is subject to all rules, regulations, Ordinances and Policies of the Lafayette Airport Commission, City and Parish of Lafayette, State of Louisiana and the Federal Aviation Administration including requirements for Airport certification and safety codes; and, such rules and regulations as may from time to time be required by any regulatory authority having jurisdiction.

LESSEE shall comply, in every respect, at LESSEE’S own expense, with the rules and regulations of the Louisiana Fire Prevention Bureau or those of any similar bureau or association in existence at the time.

The LESSEE shall, at all times, comply with all LAC ordinances, policies, rules and regulations, and all federal, state, and municipal laws, ordinances, codes and other regulatory measures now in existence or, as may be hereafter adopted, modified or amended, applicable to the facilities herein leased and to the specific type of operation contemplated by LESSEE. LESSEE hereby agrees further to be bound to positively support and comply with any LRA “Airport Security Program”, “Airport Emergency Plan” and/or LRA “Airport Certification Manual” now in existence or, as may be hereafter adopted, modified or amended, and thereafter provided to LESSEE.

LESSEE will be solely responsible for absolute compliance with all U. S. Environmental Protection Agency (EPA) and LA Department of Environmental Quality (DEQ) regulations and requirements relative to LESSEE’S operations at the Lafayette Regional Airport, including but not limited to those regarding Aboveground and Underground Storage Tanks and Storm Water Discharge on or from any part of the leasehold. LESSEE will coordinate with and inform LAC of proposed actions to meet these compliance standards.

LESSEE acknowledges that prior to commencement of this Lease, LAC provided LESSEE with a baseline Environmental Site Assessment.

Prior to each anniversary of this Lease, LESSEE will contract with an independent firm, acceptable to DEQ, to conduct tank tightness testing on the fueling/storage tanks and equipment located on any portion of the facilities leased hereunder. Copies of all approvals, reports/recommendations, findings and certificates will be provided to LAC.

Prior to expiration or termination of this Lease, LESSEE will contract with an independent firm, acceptable to and meeting all EPA/DEQ requirements, to perform an Environmental Site Assessment (ESA) on the premises. Copies of all approvals, reports/recommendations, findings and certificates will be provided to LAC.

Without limitation, all costs associated with the environmental requirements and, as may be necessary, remediation and restoration of the facility to, at a minimum, pre-term baseline levels are assumed by LESSEE.

Failure of LESSEE to comply with said ordinances and/or regulations, which failure results in lines being imposed upon the LAC, shall result in the obligation of LESSEE to immediately reimburse and indemnify the Lafayette Airport Commission for said fines in accordance with ARTICLE VIII, INDEMNIFICATION, hereof.

ARTICLE XX - SECURITY REQUIREMENTS

LESSEE agrees that the Security Requirements made a part hereof, and as expressed, in “APPENDIX F - SECURITY REQUIREMENTS”, constitutes a continuing obligation and condition of this Lease, and, in addition to the information originally provided, LESSEE agrees to provide supplemental employee Security data, subsequent to the date of commencement of this Lease, and throughout the term of the Lease, for all of LESSEE’S employees at LRA.

LESSEE shall be held responsible for the securing of it’s premises herein leased. LESSEE further agrees to positively support and comply with the LRA’s Security Program, as it may now exist or hereafter be amended, and, pursuant thereto, LESSEE will execute the necessary documents required to comply with LAC ordinances and FAA regulations.

Failure of LESSEE to comply with said ordinances and/or regulations, which failure results in fines being imposed upon the LAC, shall result in the obligation of LESSEE to immediately reimburse and indemnify the Lafayette Airport Commission for said fines in accordance with ARTICLE VIII, INDEMNIFICATION, hereof.

ARTICLE XXI - GENERAL PROVISIONS

It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of any exclusive rights where prohibited by law.

LESSEE agrees to be bound by all of the provisions of L.R.S. 41:1211 through L.R.S. 41:1221, which governs the lease of public lands.

So long as LESSEE conducts it’s business in a fair, reasonable and workmanlike manner, LESSEE shall peaceably have and enjoy the leased premises, and all rights and privileges herein contained.

This Lease, is to take effect in Louisiana and to be governed and controlled by the laws of the State.

IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement on the 1st day of April, 1999, in multiple originals, in the presence of the undersigned competent witnesses shown opposite their respective names.

	LESSOR:
WITNESSES:		LAFAYETTE AIRPORT COMMISSION
[ILLEGIBLE]	BY:	/s/ Donald J. Higginbotham - Chairman
[ILLEGIBLE]		Donald J. Higginbotham Chairman
	LESSEE:
WITNESSES:		PETROLEUM HELICOPTERS, INC.
/s/ Kathleen M. Richard	BY:	/s/ Ben Schrick
		Name: Ben Schrick
		Title: Chief Operating Officer
/s/ Donna Wall

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, duly commissioned and qualified within and for the State and Parish aforesaid, personally came and appeared Donald J. Higginbotham, to me known, who declared and acknowledged to me, Notary Public, and Kathryn Tapp and F. Jason DeVillier, competent witnesses, that he is the Chairman of the LAFAYETTE AIRPORT COMMISSION, that as such duly authorized officer, by and with the authority of the Board of Directors of said corporation he signed and executed the foregoing instrument, as the free and voluntary act and deed of said corporation, for and on behalf of said corporation and for the objects and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto set my hand official seal and the said appearer and the said witnesses have hereunto affixed their signatures this 1^st day of April, 1999.

/s/ Tina Lation

NOTARY PUBLIC

My commission expires with life.

STATE OF LOUISIANA

PARISH OF Lafayette

BEFORE ME, the undersigned authority, duly commissioned and qualified within and for the State and Parish aforesaid, personally came and appeared Ben Schrick to me known, who, declared and acknowledged to me, Notary Public, and Donna Wall and Kathleen Richard competent witnesses, that he/she is the COO of PETROLEUM HELICOPTERS, INC., that as such duly authorized officer, by and with the authority of the Board of Directors of said corporation he/she signed and executed the foregoing instrument, as the free and voluntary act and deed of said corporation, for and on behalf of said corporation and for the objects and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal and the said appearer and the said witnesses have hereunto affixed their signatures this 1^st day of August, 1999.

/s/ Cindy L. Lasseigne

NOTARY PUBLIC

My commission expires with life.

CORPORATE RESOLUTION

LAFAYETTE AIRPORT COMMISSION

RESOLUTION #99-01-Rl-05

AN EXTRACT FROM THE MINUTES OF THE LAFAYETTE AIRPORT COMMISSION, LAFAYETTE, LOUISIANA, TAKEN AT A REGULAR MEETING, HELD ON JANUARY 07, 1999 AT FIVE-THIRTY (5:30 P.M.) O’CLOCK.

RESOLUTION #99-01-R1-05

*****************************

INFRASTRUCTURE IMPROVEMENTS - S. E. EVANGELINE THRUWAY - BID AWARD - Commissioner Oats moved that the Lafayette Airport Commission accept the bid submitted by Petroleum Helicopters, Inc., for lease of approximately 27.5 acres and the facilities and improvements to be constructed thereon, located on the Southeast Evangeline Thruway at Lafayette Regional Airport, subject to approval of the language in the lease by Legal Counsel and the Chairman. The motion was seconded by Commissioner Broussard and the vote was as follows:

AYES:	Dugas, Broussard, Toce, Domingue, Oats
NAYS:	None
ABSENT:	Carrier
ABSTAIN:	None

THE MOTION CARRIED.
ATTEST:	A true and correct copy of a Resolution, adopted by the Lafayette Airport Commission, taken at a Regular Meeting held on January 07, 1999.
	IN FAITH WHEREOF, I have hereunder set my hand and the official seal of the Lafayette Airport Commission, Lafayette, Louisiana, on this the 4th day of February, 1999.

/s/ Gregory M. Robert

Director of Aviation

“EXHIBIT A”

AIRPORT LAYOUT PLAN

“EXHIBIT B”

LEASEHOLD PLAT

“EXHIBIT D”

LEASE POLICY, as Amended

LAFAYETTE AIRPORT COMMISSION OWNED PROPERTY

ADOPTED DECEMBER 03, 1985 GENERAL PROVISIONS AS AMENDED MARCH 09, 1995

The Lafayette Airport Commission reached the conclusion that it is in the best interest of the Lalayette Regional Airport to establish a General Lease Policy. The guidelines herein adopted, therefore, concern public bidding of, negotiation of (where appropriate) and modifications of leases affecting diverse properties owned and operated by the Commission. This Policy is established to achieve uniformity of leases, where possible, on similar type properties, as well as a commonality of operation of the similar type properties on the Airport, and, as a guideline for direction to the Stall relative to formation of leases and their operation. The utilization of this pronounced Policy will benefit the Airport and it’s users as envisioned by the Commission.

1) Fair Market Value, as determined by a LAC chosen appraiser, will be the basis of the initial (Year 1) base annual net rental in any LAC lease, if the lease is for five (5) years or longer and/or the anticipated rent for any given year is $5,000 or more, otherwise, the initial base rent will be determined by staff with the LAC’s approval. During each subsequent year of the lease term, the annual net rental shall be adjusted on each anniversary of the Lease. In accordance with changes reflected in the Customer Price Index, “All Items”, but in no event will the Consumer Price Index adjustment be greater than ten percent (10%) per annum. Each fifth (5th) year of the lease term, or upon exercise of an option term, as may be applicable, the LAC may, at its sole option, in lieu of the annual Consumer Price Index adjustment, cause a revised current fair market rental value appraisal of the premises (land only or land and improvements, as applicable) and Lessee shall, beginning on the anniversary date of the Lease, pay the current fair market rental value, as appraised. During each subsequent year, the annual net rental for the premises herein leased shall be adjusted according to the Consumer Price Index.

2) For property which has been under a previous lease agreement which included annual Consumer Price Index adjustments to the rental terms and which has been vacant for less than one year, the LAC shall be afforded the option, in its sole discretion, to waive the requirement for a Fair Market Value Appraisal and to establish a minimum acceptable initial (Year 1) base annual net rental equal to the annual rental previously received adjusted in accordance with the Consumer Price Index adjustment as though no vacancy had occurred.

3) All leases will be net-net-net (i.e., Lessee is responsible for taxes, insurance, maintenance, management, and rent).

4) No primary lease term will exceed fifteen (15) years, unless financing, if involved in the lease, is obtainable only with a longer term.

5) Amortization will not exceed fifteen (15) years, unless financing, if involved in the lease, is obtainable only with a longer term, in which case, time for 100% amortization of cost of construction of improvements and the primary term of the lease will be common.

6) Land, not to be improved, will be leased for a three (3) year maximum term, except where such land is adjacent (has at least one co terminus properly line) to, or otherwise in conjunction with, leased unimproved or improved land, the term of which exceeds three (3) years and the unimproved land, contemplated to be leased by the same tenant, will be combined into one leasehold premise, with that adjacent land, and in that event, the term of the lease of such land will not exceed that of the adjacent land to which it is to be joined.

7) The LAC must give written approval of plans and specifications of any fixed or new improvements, other than repairs, to any leasehold, prior to commencement of construction. If LAC has not acted on plans and specifications within sixty (60) days after submittal, the modifications indicated therewith are to be considered approved by the LAC. Repairs: (a)in excess of $10,000, must likewise be approved by the LAC, in writing; and, (b)less than $10,000, Shall authorization will suffice. At least one set of plans and specifications of the improvements, as actually built, along with an affidavit of the actual cost of the improvements will be provided to the LAC within ninety (90) days after completion of the improvements.

8) Improvements by Lessee shall immediately become the property of the Lafayette Airport Commission upon completion thereof, and Lessee will be given proper credit upon it’s rental schedule to reflect the agreed upon amortization period.

9) Inter-governmental leases (i.e., FAA, State of Louisiana, Parish of Lafayette, etc.) are negotiated and not bid.

10) Any amendment(s) initiated under specified provisions in a lease, or termination(s) in accordance with the lease, will be on a per lease basis and no re bid of any lease will be approved or permitted, unless the following conditions are met: (a)legal; (b)extraordinary and extreme circumstances and conditions surround the lessee’s operation of the lease; (c)50% or more of primary lease term or exercised option(s) term(s) remains; (d)rent is adjusted to Fair Market Value at the time of amendment; (e)when existing lease is modified, it will require every five (5) years Fair Market Value determination(s), if it is a five (5) year or longer lease, as specified in I) above. If lease is for land and improvements, annual adjustments will also be required. Otherwise, (land only) Staff will make value determination, of rent, for the LAC’s approval, (f)lease will become a net (taxes, insurance, maintenance, rent) lease; and, (g)maximum lease term (primary plus all options) is for fifteen (15) years, except as indicated in 3), 4), and 8) above.

11) The LAC will not compete with Fixed Base Operators, and will therefore, following implementation of this policy, cease and desist in renting T hangars, Aviation offices, and Aviation office parking lot, at earliest possible time, T-hangars, T-hangar storage, and Aviation office leases, meanwhile, will be one (1) year maximum, except for current long term leases Commercial Aviation operators, other than FBO’s, and as defined in the “Minimum Standards” document for the LAC, will not be permitted by lease provision(s) (or otherwise) to compete with the FBO’s in those activities which are exclusive to the FBO’s in accordance with, and as defined in, the “Minimum Standards” document.

12) All Leases will include the provision that Lessee shall be required to give a minimum of one hundred twenty (120) days prior written notification to the LAC for exercise, or non-exercise, for each available option term.

PROPERTY/USE/FEE	MAXIMUM PRIMARY TERM (PRIMARY PLUS OPTIONS)		RENT (DETERMINATION)
I.   EXISTING FACILITY OR CONTEMPLATED CONSTRUCTION
A. Single entity lease of building(s)/facility(ies) owned by LAC.	Fifteen (15) years (except FBO’s where maximum term is twenty (20) years).		Fair Market Value by Appraisal initially and every five (5) years plus annual Consumer Price Index adjustment (all items) (per Article 1) above).
B. Single entity lease of building(s)/facility(ies) to be built and/or being financed by either party.	Fifteen (15) years (if LRS 2:135.1 B is met, otherwise, ten (10) years).		Fair Market Value by Appraisal of land initially and every five (5) years plus annual Consumer Price Index adjustment. If amortization is less than term of lease, Fair Market Value determination of building and facilities will be made at same time land appraisal is conducted.
II. UNIMPROVED REAL ESTATE - (to remain unimproved i.e., less than a total of $5,000 of improvements and no permanent structures; but utilities permuted).	Three (3) years.		Stall determination with LAC approval.
Ill.   OTHER
A. Terminal 1.  Air Carrier 2.  Other Floor Area 3.  Franchise 4.  Parking Lot Management Contract	A.	Terminal 1.  indefinite 2.  Case by Case 3.  Case by Case 4.  Case by Case	A. Ordinance 92-1 (as may be amended from time to time)
B. Fuel Storage	B.	Indefinite and per existing corporate hangar & FBO lease terms	B. Ordinance 81-3 (as may be amended from time to time
C. Fuel Flowage	C.	Per B. above	C. Ordinance 81-2 (as may be amended from time to time)
D. Landing Fees	D.	Per B. above	D. Ordinance 92-1 (as may be amended from time to time)

“EXHIBIT E”

LAFAYETTE AIRPORT COMMISSION

ACCOUNTS RECEIVABLE PAYMENT AND COLLECTION POLICY, as Amended

Adopted January 11, 1983 / Effective January 12, 1983

As Amended March 09, 1995 / Effective May 01, 1995

As Amended June 05, 1997 / Effective August 01, 1997

Accounts with the Lafayette Airport Commission are, henceforth, to be paid in accordance with the requirements below:

1. For those accounts whose payments are stipulated in a contract, lease or any other written form of agreement, or otherwise stipulated by Ordinance, Regulation, Resolution, Mandate or statute duly adopted by the Lafayette Airport Commission, the payments are to be made as specified therein.

A. In the event that payment(s), as specified hereinabove, are not received by the Lafayette Airport Commission accordingly, the collection of said payments, and any other costs which may be incurred or are otherwise incidental in the collection thereof by the Lafayette Airport Commission, will be pursued until satisfied, all within applicable Statutory provisions and as specified in the Contract and/or Ordinance.

B. In the event that collection procedures are necessitated or otherwise undertaken, the notice of collection will be developed, conveyed, served or otherwise rendered to the delinquent account in accordance with the Contract and/or Ordinance and with the prior approval of the Finance Committee and/or the Lafayette Airport Commission.

C. In addition, a charge of one and one-half percent (1½%) per month, from the date payment was due, will be applied to the principal amount due until paid.

2. For those accounts whose payments are not stipulated in any contract, lease or any other written form of agreement or otherwise stipulated by any Ordinance, Regulation, Resolution, Mandate or Statute adopted by the Lafayette Airport Commission, the payments are to be made as follows:

A. The net amount is due and is to be paid within thirty (30) days of invoicing by the Lafayette Airport Commission.

B. In the event that payment is not received by the Lafayette Airport Commission as specified in 2.A. above, late payment charges will be applied as follows:

(1) A charge of one and one-half percent (l½%), per month, from the date payment was due, will be applied to the principal amount due until paid.

(2) Additionally, an administrative charge, in the amount of $250,00, for the handling of the past due payment will be applied to the principal amount due.

C. In the event that payment(s), as specified in 2.A. and 2.B.(1) above, are not received by the Lafayette Airport Commission accordingly, the collection of said payments and any other costs which may be incurred or are otherwise incidental in the collection thereof by the Lafayette Airport Commission, will be pursued as follows:

(1) A notice of collection, requiring full payment of all charges, as hereinbefore specified in 2.A., 2.B.(1), and 2.C. above, to the Lafayette Airport Commission, within ten (10) days will be rendered to the delinquent account, with copies of the notice of collection delivered to the Finance Committee Chairman and the General Counsel of the Lafayette Airport Commission.

(2) If full payment of the charges as specified in C.(1) above are not received by the Lafayette Airport Commission within ten (10) days of receipt of the Notice of Collection by the account or if the account is not otherwise cleared or the Lafayette Airport Commission has not received a plea by the account, action will be taken as setforth in paragraph 2.C.(3) below. If a plea by the account has been received, then the Lafayette Airport Commission’s General Counsel and the Chairman of the Finance Committee of the Lafayette Airport Commission will be so advised and further direction from them will be followed.

(3) In the event that action specified in C.(2) above, does not ultimately result in payment or clearing of the account, the Lafayette Airport Commission will file suit, institute eviction proceedings and/or institute any other action available to, and directed by the Lafayette Airport Commission, until the matter is satisfied.

/s/ GREGORY M. ROBERTS

DIRECTOR OF AVIATION

LAFAYETTE AIRPORT COMMISSION

“APPENDIX E”

INSURANCE REQUIREMENTS

LEASE

S. E. EVANGELINE THRUWAY - 1999

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

The LESSEE shall keep all structures on the premises insured to the value extent of not less than one hundred (100%) percent of the replacement value, exclusive of foundation, with a deductible of not more than ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00), which deductible may be amended from time to time by agreement with the LAC, such replacement value to be re-established each three (3) years during the term hereof against damage or loss by fire, windstorm, cyclones, tornados, hail, explosion, riot, civil commotion, aircraft, vehicle, and smoke under the extended form of extended coverage endorsement prescribed as of the effective date of the said insurance by the rating organization having jurisdiction.

The LAC has, for purposes of this Bid, established the replacement value, exclusive of foundation, of new construction as one hundred (100%) percent of actual construction cost.

At the sole option of the LAC, the CONTRACTOR/LESSEE/TENANT, where applicable, shall not have the option of purchasing said insurance and paying the premium thereon, but shall reimburse the LAC for any premiums which it shall pay for the cost of said insurance.

The CONTRACTOR/LESSEE/TENANT shall defend and hold the Parish of Lafayette, City of Lafayette, LAC, and the Commissioners thereof individually, the Director of Aviation and all other LAC personnel, its and/or their officers, agents, and employees (hereinafter referred to as INDEMNITIES) harmless from and indemnify them from all suits, claims, demands, actions, and/or causes of action and/or rights of action of any kind or nature in any way arising out of, and/or resulting from the use of the premises leased herein including, but without limitation, any liability for injury to (including death of) and/or damages to any persons, firms, corporations, partnerships, limited liability companies and/or parties whomsoever, and/or property (including without limitation the Parish of Lafayette, City of Lafayette and/or LAC’s premises), located in, on and/or about the Parish of Lafayette, City of Lafayette and/or LAC’s premises whether caused by the sole and/or joint negligence of the CONTRACTOR/LESSEE/TENANT, its approved Sub-lessees/Contractors, and/or their agents, employees, invitees, licensees, and/or representatives, and including but without limitation any claims made under any strict liability concept, theory and/or law. CONTRACTOR/LESSEE/TENANT shall pay all expenses and attorneys fees incurred in defending any such claims against the INDEMNITIES. Additionally, CONTRACTOR/LESSEE/TENANT shall ensure that all Insurance Policies covering its operations at the Lafayette Regional Airport shall include the Lafayette Airport Commission as an Additional Insured and Certificate Holder. The LAC shall require thirty (30) days pre-notification of cancellation of said Policies.

Anything herein to the contrary notwithstanding, CONTRACTOR/LESSEE/TENANT shall not assign to any insurer by way of subrogation, or otherwise, any rights of action that CONTRACTOR/LESSEE/TENANT may have against LAC for any loss to any of CONTRACTOR’s/LESSEE’s/TENANT’s property in or on said premises covered in insurance. LAC shall not assign to any insurer by way of subrogation, or otherwise, any right of action that LAC may have against CONTRACTOR/LESSEE/TENANT for any loss to LAC’s property or other improvements on said premises covered by insurance.

The CONTRACTOR/LESSEE/TENANT agrees that at all times, after the execution of the Contract/Lease/Agreement, it will indemnify, and hold harmless, the LAC, it’s Commissioners, employees and representatives, the City of Lafayette and the Parish of Lafayette, Louisiana against and from any and all liabilities, losses, suits, actions, claims, demands, damages, expenses and costs, of every kind and nature, incurred by or asserted or imposed against the LAC and it’s respective agents or employees or any of them, by reason of any accident or injury, including death, or damages to any person or property, howsoever caused, resulting from or growing out of any act or commission or omission of the CONTRACTOR/LESSEE/TENANT, it’s successors, agents, employees, invitees or any other similar type persons whomsoever. Certificates of insurance evidencing such Comprehensive General Liability and Contractual Liability coverage shall be furnished to the LAC.

The CONTRACTOR/LESSEE/TENANT hereby releases and discharges the LAC, it’s Commissioners, representatives and employees of, and from, any and all liability, claims for damages and/or relief of any kind, whether legal or equitable or from any action or cause of action arising or alleged to arise out of the performance of work pursuant to the Contract/Lease/Agreement between the CONTRACTOR/LESSEE/TENANT and it’s Contractors or by the CONTRACTOR/LESSEE/TENANT for any of it’s customers.

The CONTRACTOR/LESSEE/TENANT shall pay all claims lawfully made against it by it’s Contractors, sub-Contractors, materialmen, and workmen, and all claims lawfully made against it by other third persons arising out of or in connection with the performance of work, and shall cause it’s Contractors and sub-Contractors to pay all such claims lawfully made against them. Nothing herein contained shall be deemed to constitute consent to the creation of any lien or claim against the premises, or any improvements thereto or thereon.

The CONTRACTOR/LESSEE/TENANT or it’s Contractors shall, prior to the start of any construction work, procure and maintain in effect during the performance of all construction work, Workman’s Compensation, Comprehensive Public Liability Insurance, Automotive Insurance, including Bodily Injury and Death, and Property Damage Liability, which shall be in addition to all policies of insurance otherwise required by the Contract/Lease/Agreement, in limits no lower than those set forth for such categories of insurance in the following schedule:

Comprehensive General Liability
A. Combined Single Limit	$	1,000,000 per occurrence
B. Aggregate	$	2,000,000
C. Workman’s Compensation		Statutory
D. Fire Legal Liability	$	100,000
E.  Umbrella (over and above these minimums)	$	1,000,000

As to any insurance required by the provisions of this or any other section of the Contract/Lease/Agreement to be secured by the CONTRACTOR/LESSEE/TENANT, a certificate or certificates evidencing the existence thereof, except as otherwise herein required, shall be delivered to the LAC at least ten (10) days prior to beginning of the term of this Contract/Lease/Agreement. Each such copy or certificate shall contain a valid provision or endorsement that the policy will not be materially modified, canceled, terminated, or reduced to adversely affect this Contract/Lease/Agreement without giving thirty (30) days written advance notice thereof to the LAC. The insurance policies shall be available for inspection by representatives of the LAC at the offices of the CONTRACTOR/LESSEE/TENANT. All renewal policies or certificates relating thereto shall be delivered to the LAC at least thirty (30) days prior to the expiration date of each expiring policy except for any policy expiring after the date of expiration of the letting.

CONTRACTOR/LESSEE/TENANT shall, without expense to the LAC, ensure that all Insurance Policies covering its operations at the Lafayette Regional Airport include the Lafayette Airport Commission as an Additional Insured and Certificate Holder. The LAC shall require thirty (30) days pre-notification of cancellation of said Policies.

CONTRACTOR/LESSEE/TENANT shall, without expense to the LAC, during the full term hereof and becoming effective on the date of letting or the date of official occupancy, whichever shall first occur, obtain and cause to be kept in force, Liability Insurance Coverage, in the amounts hereinafter stated, including, but not limited to, the liability set forth in the indemnification paragraph, Comprehensive General Liability coverage, including products, completed operations, Contractual, covering this Contract/Lease/Agreement, Automobile Liability and Workman’s Compensation. The required minimum limits of coverage shall be as follows:

Comprehensive General Liability
A. Combined Single Limit	$	1,000,000 per occurrence
B. Aggregate	$	2,000,000
C. Fire Legal Liability	$	100,000
D. Umbrella (over and above these minimums)	$	1,000,000
Comprehensive Automobile Insurance
A. Combined Single Limit	$	1,000,000 per occurrence

Professional Liability Insurance, when applicable
A. Combined Single Limit	$	2,000,000 per occurrence
Workman’s Compensation
A. Employer’s Liability		Statutory
Aircraft Liability, when applicable
A. Bodily Injury Liability	$	500,000 per person
	$	1,000,000 per occurrence
B. Property Damage Liability	$	1,000,000 per occurrence
Passenger Liability, when applicable
A. Bodily Injury Liability	$	500,000 per person
	$	1,000,000 per occurrence
Hangarkeeper’s Liability, when applicable	$	1,000,000 per occurrence

Insofar as said insurance provides protection against liability for damage to third party for personal injury, death and property damage, the LAC shall be named as an additional insured, provided, however, such liability insurance coverage shall also extend to damage, destruction, and injury, to LAC owned or leased property other than structures or premises and LAC personnel, and caused by, or resulting from work, acts, operations or omissions of CONTRACTOR/LESSEE/TENANT, it’s officers, agents, employees, licensees, invitees, and independent contractors. The LAC shall have no liability for any premiums charged for such coverage, and the inclusion of the LAC as a named additional insured is not intended to, and shall not make the LAC a partner or joint venturer with CONTRACTOR/LESSEE/TENANT. The minimum coverage herein set forth is in no way to be construed to limit the amounts of coverage desired by the CONTRACTOR/LESSEE/TENANT.

THE CONTRACTOR/LESSEE/TENANT IS ADVISED THAT ALL AMOUNTS OF INSURANCE COVERAGE HEREINABOVE PROVIDED ARE MINIMUMS AND IN NO WAY ARE THEY TO BE CONSIDERED ADEQUATE TO INSURE A PARTICULAR CONTRACTOR’s/LESSEE’s/TENANT’s INTEREST OR LIABILITY. THE DECISION AS TO ADEQUATE INSURANCE COVERAGE MUST BE MADE BY THE INDIVIDUAL CONTRACTOR/LESSEE/TENANT BASED UPON ITS OWN BUSINESS EXPERIENCE AND REQUIREMENTS, AS WELL AS THE REQUIREMENTS OF THIS CONTRACT/LEASE/AGREEMENT.

NOTHING HEREIN CONTAINED SHALL PROHIBIT THE LAC FROM WAIVING ANY INSURANCE COVERAGE REQUIREMENTS WHERE THERE IS NO RISK INVOLVED AND WHERE THERE IS DEMONSTRATED TO THE LAC, IN WRITING, THAT THERE IS NO COVERAGE NECESSARY.

                

           

     

APPROVED AND ACCEPTED:
Witness:		LAFAYETTE AIRPORT COMMISSION
/s/ Kathleen McCall		by:	/s/ Donald J. Higginbotham
			(Signature)
		Name:	Donald J. Higginbotham
		Title:	CHAIRMAN

Witness:	LESSEE/CONTRACTOR: PETROLEUM HELICOPTERS, INC.
/s/ Donna Wall	by:	/s/ Ben Schrick
		(Signature)
	Name:	Ben Schrick
	Title:	Chief Operating Officer

CERTIFICATE(S) OF INSURANCE COVERAGE

(ATTACH PROOF OF COVERAGE TO THIS PAGE)

J&H MARSH &   M^CLENNAN Please be Advised that insurance has been issued as follows: 601 Poydras Street, Suite 1850 New Orleans, LA 70130-6031 CERTIFICATE OF INSURANCE S-333

Name and address of insured: 1)  PETROLEUM HELICOPTERS, INC.; 2) INTERNATIONAL HELICOPTER TRANSPORT, INC. Post Office Box 578, Metairie, Louisiana 70004-0578

Location of Operation: Worldwide
Coverages for which Insurance is afforded and Limits of Liability	Policy Number and Company and Policy Period
WORKERS’ COMPENSATION AND EMPLOYER’S LIABILITY: (A) Statutory Workers’ Compensation (B) All States Endorsement; (C) Longshore and Harborworkers’ Act Endorsement; (D) Outer Continental Shelf Lands Act Endorsement; (E) Employer’s Liability, $1,000,000. each accident; (F) Maritime Endorsement, Masters and Members of Crews of Vessels, subject to Limit of Liability $1,000,000. each person/$ 1,000,000. each accident, and including Voluntary Compensation; (G) Voluntary Compensation - Foreign, subject to Limit of Liability of $1,000,000. each person/$ 1,000,000, each accident; and (H) “In rem” Endorsement.	7111-03-180001 Employers Insurance of Wausau MAY 1, 1998 to MAY 1, 2001
AIRCRAFT LIABILITY INSURANCE, Including: Helicopters and Fixed Wing Operations, (Owned or Non-Owned): Aircraft Bodily Injury (Including Passengers) and Property Damage Liability, subject to a Combined Single Limit of Liability of $2,000,000. each occurrence.	SIHLI-8688 United States Aircraft Insurance Group MAY 1, 1998 to MAY 1, 2001
COMPREHENSIVE GENERAL LIABILITY, Including Airport Liability: Premises Operations, Products and Completed Operations, Contractual Liability and Hangarkeepers Liability; Subject to a Combined Single Limit of Liability of $3,000,000. per occurrence for Bodily Injury and Property Damage.	SIHLI-8688 United Stales Aircraft Insurance Group MAY 1, 1998 to MAY 1, 2001
(Refer to reverse for Additional Insured and Waiver of Subrogation provisions.) This (Certificate is issued as a matter of Information only and confers no rights upon the Certificate Holder other than provided by these policies this not amend, extend or after the coverage afforded by the policies described herein. This is to certify that the policies of Insurance described herein have been issued to the insured named herein for the policy period indicated Notwithstanding any requirement, term or condition of any contract or other document with respect to which the Certificate may be issued or may pertain, the Insurance afforded by the policies described herein is subject to all the terms, conditions and exclusions of such policies. Limits shown may have been reduced by paid claims Should any of the policies described herein be cancelled before the expiration date thereof, the insurer affording coverage will endeavor to mail 30 days’ written notice to the Certificate Holder named herein, but failure to mall such notice shall impose no obligation or liability of any kind upon the insurer affording coverage, its agents or representatives.

Certificate Holder	J&H MARSH & MCLENNAN OF LOUISIANA, INC.
Lafayette Airport Commission	By:	/s/ Ouida Turner
Lafayette Regional Airport		Ouida Turner
200 Terminal Dr. Lafayette, LA 70508-2159	Date:	December 18, 1998

EC98.310

J&H MARSH &   M^CLENNAN 601 Poydras Street, Suite 1850 New Orleans, LA 70130-6031 CERTIFICATE OF INSURANCE A-106

Please be Advised that Insurance has been Issued as follows:

Name and address of insured: PETROLEUM HELICOPTERS, INC. Post Office Box 578, Metairie, Louisiana 70004-0578

Location of Operation: Worldwide
Coverages for which insurance is afforded and Limits of Liability	Policy Number and Company and Policy Period
Business Automobile Liability, (Owned or Non-Owned): Bodily Injury and Property Damage Liability	1629-00-122831 (LA & All Other) 1629-02-122831 (Texas)
$2,000,000 each occurrence	Employers Insurance
Combined Single Limit	of Wausau
* Includes owned, hired and non-owned automobiles	May 1, 1998
	to
	May 1, 1999
This Certificate is issued as a matter of Information only and confers no rights upon the Certificate Holder other than those provided by these policies. This Certificate does not amend, extend or after the coverage afforded by the policies described herein. This is to certify that the policies of insurance described herein have been issued to the insured named herein for the policy period Indicated Notwithstanding any requirement, term or condition of any contract or other document with respect in which the Certificate may be issued or may pertain, the Insurance afforded by the policies described herein is subject to all the terms, conditions and exclusions of such policies. Limits shown may have been reduced by paid claims Should any of the policies described herein be cancelled before the expiration date thereof, the insurer affording coverage will endeavor to mall 30 days’ written notice to the Certificate Holder named herein, but failure to mall such notice shall impose no obligation or liability of any kind upon the insurer affording coverage, its agents or representatives.

Certificate Holder	J&H MARSH & MCLENNAN OF LOUISIANA, INC.
Lafayette Airport Commission	By:	/s/ Ouida Turner
Lafayette Regional Airport		Ouida Turner Vice President
100 Terminal Dr. Lafayette, LA 70508-2159	Date:	December 18, 1998

Telephone: (504) 522-8541

198.106

“APPENDIX F”

SECURITY REQUIREMENTS

LEASE

S. E. EVANGELINE THRUWAY - 1999

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

PETROLEUM HELICOPTERS, INC. (LESSEE) hereby certifies that they understand, can and will comply with the requirements of the currently effective FAA approved Lafayette Regional Airport’s Security Program, and further understands that such Airport Security Program requirements constitutes a continuing obligation and condition of the Contract and must be maintained throughout the term of the Lease for all of LESSEE’S operations at the LRA and all of LESSEE’S employees, whenever assigned to duties or functions at the LRA.

Accordingly, LESSEE certifies that a background check will be completed, to the extent required by the Lafayette Regional Airport Security Program, on each individual who will be in any locale on the Lafayette Regional Airport having access to the Air Operating Area (AOA).

Additionally, each individual who qualifies, as set forth in the current Lafayette Regional Airport Security Program and the Lafayette Airport Commission Ordinance No. 80-2, will be required to continually display a Lafayette Regional Airport issued Security Identification Badge while in the Air Operating Area. The cost of badging of all of LESSEE’S employees and the accountability for badges issued will be assumed by the LESSEE.

Date:	April 1, 1999
Signature:	/s/ Ben Schrick
(Type or Print)
By:	Ben Schrick
Title:	Chief Operating Officer
Firm:	PETROLEUM HELICOPTERS, INC.

“APPENDIX G”

DISADVANTAGED BUSINESS ENTERPRISE STATEMENT

LEASE

S. E. EVANGELINE THRUWAY - 1999

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

The Lafayette Airport Commission actively seeks and encourages the participation of Disadvantaged Business Enterprises in all Leases/Contracts or procurements let for goods and services and works of public improvement. Disadvantaged Business Enterprise (DBE) means a small business concern that is owned (51%) and controlled by one or more socially and economically disadvantaged individuals, including, for purposes of this definition, women.

Section 511(h) was recently added to the Airport and Airway Improvement Act (AAIA) of 1982, as amended. This section will permit airport sponsors to count new forms of Disadvantaged Business Enterprise (DBE) participation toward the overall annual goals of a DBE concession plan, required under Subpart F of CFR Part 23.

Anticipatory to notification of FAA requirements and guidelines in this area, LESSEE is required to submit annual reports of Disadvantaged Business Enterprise participation in the Lease/Contract herein. The Lafayette Airport Commission strongly encourages all LESSEES to develop a business listing of supply and equipment sources which qualify as Disadvantaged Business Enterprise firms and to thoroughly document purchases or leases accordingly.

Bidders/Contractors who are found to have not complied will hold the Lafayette Airport Commission harmless in the event of third party action and/or will otherwise be subject to prosecution by appropriate parties.

Bidders shall acknowledge this hold harmless provision by executing as provided below.

ACKNOWLEDGED:

Date:	April 1, 1999
Signature:	/s/ Ben Schrick
(Type or Print)
By:	Ben Schrick
Title:	Chief Operating Officer
Firm:	PETROLEUM HELICOPTERS, INC.

BID PROPOSAL DOCUMENT

LEASE

INFRASTRUCTURE COMPLEX

S. E. EVANGELINE THRUWAY - 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

OFFERED BY THE

LAFAYETTE AIRPORT COMMISSION

This entire Bid Document must be kept intact and submitted in It’s entirety. This document consists of Forty-Three (43) pages.

Wednesday, November 25, 1998

“NOTICE TO BIDDERS”

LEASE

INFRASTRUCTURE COMPLEX

S. E. EVANGELINE THRUWAY - 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

Notice is hereby given that the Lafayette Airport Commission, hereinafter referred to as “LAC”, acting pursuant to the authority of L.R.S. 2:131 et seq., L.R.S. 2:601 et seq., and the applicable provisions of L.R.S. 41:1211 et seq., will receive sealed Bids at the Office of the Director of Aviation, Terminal Building, Lafayette Regional Airport, 200 Terminal Drive, Lafayette, Louisiana 70508-2159, until 2:00 p.m., local time, on Tuesday, January 05, 1999 for the following described purposes. All Bids submitted after that time will be returned unopened.

The LAC desires to lease a certain parcel of ground containing approximately 27.5 acres, and the facilities and improvements to be constructed thereon, located on the S. E. EVANGELINE THRUWAY at Lafayette Regional Airport, Lafayette, Louisiana, with such limitations and restrictions as are more fully described in the BID PROPOSAL document.

The property to be leased is described in “EXHIBIT A”,

“EXHIBIT B” and “EXHIBIT C” of “APPENDIX D - LEASE”.

The Primary Term of this Lease shall extend for a period of twenty (20) years, commencing on the date of initial occupancy which is to be mutually agreed upon between the parties.

The “BID PROPOSAL DOCUMENT”, which includes the proposed Lease, may be obtained at the office of the Director of Aviation, Terminal Building, Lafayette Regional Airport. EACH INTERESTED PARTY REQUESTING A BID PROPOSAL DOCUMENT WILL BE REQUIRED TO SUBMIT, TO THE LAC, A TEN AND NO/100 DOLLAR ($10.00) NON-REFUNDABLE DEPOSIT TO COVER THE COST OF REPRODUCTION.

A Pre-Bid Conference will be held in the office of the Lafayette Airport Commission, Lafayette Regional Airport Terminal Building, 200 Terminal Drive, Lafayette, Louisiana 70508-2159, at 2:00 p.m., local time, Thursday, December 17, 1998. All interested parties are encouraged to attend.

The Lease will be awarded to the Bidder determined by the LAC to have made the most responsible Bid, and it’s determination shall be final, but subject to the approval of the Louisiana Department of Transportation and Development, and the Federal Aviation Administration. The LAC reserves the right to reject any and all proposals. All interested and qualified persons are invited to submit proposals.

LAFAYETTE AIRPORT COMMISSION

/s/ Gregory M. Roberts

Director of Aviation

Lafayette Regional Airport

TO BE ADVERTISED:

Wednesday, November 25, 1998

Tuesday, December 01, 1998

Thursday, December 10, 1998

Wednesday, December 16, 1998

Tuesday, December 22, 1998

BID DOCUMENT

LEASE

INFRASTRUCTURE COMPLEX

S. E. EVANGELINE THRUWAY - 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

CONTENTS:

1. NOTICE TO BIDDERS

2. INSTRUCTIONS TO BIDDERS

3. APPENDIX A - AFFIDAVIT

4. APPENDIX B - BID PROPOSAL

5. APPENDIX C - QUALIFICATION FORM

6. APPENDIX D - LEASE

7. APPENDIX E - INSURANCE REQUIREMENTS

8. APPENDIX F - SECURITY REQUIREMENTS

9. APPENDIX G DISADVANTAGED BUSINESS ENTERPRISE STATEMENT

10. APPENDIX H - ADDENDUM/ADDENDA

11. APPENDIX I - BID SECURITY

“INSTRUCTIONS TO BIDDERS”

LEASE

INFRASTRUCTURE COMPLEX

S. E. EVANGELINE THRUWAY - 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

THE BID MUST BE MADE UPON EACH ITEM OF THIS ENTIRE “BID PROPOSAL DOCUMENT” AND ON THE BLANK FORM OF “APPENDIX B - BID PROPOSAL” ATTACHED HERETO.

 NOTE: EACH INTERESTED PARTY REQUESTING A BID PROPOSAL DOCUMENT WILL BE REQUIRED TO SUBMIT, TO THE LAC, A TEN AND NO/100 DOLLAR ($10.00) NON-REFUNDABLE DEPOSIT TO COVER THE COST OF REPRODUCTION.

1. Advertisement:

In accordance with a Resolution, adopted by the Lafayette Airport Commission, hereinafter referred to as “LAC”, an advertisement for proposals to Lease a certain parcel of ground containing approximately 27.5 acres, and the facilities and Improvements to be constructed thereon, located on the S. E. EVANGELINE THRUWAY at Lafayette Regional Airport, Lafayette, Louisiana, will appear In the Lafayette Daily Advertiser (local journal) and any other publication the LAC deems appropriate.

2. Pre-Bid Conference:

A Pre-Bid Conference will be held in the LAC Conference Room, Lafayette Regional Airport Terminal Building, 200 Terminal Drive, Lafayette, Louisiana 70508-2159, at 2:00 p.m., local time, Thursday, December 17, 1998. All interested parties are encouraged to attend.

The purpose of the Pre-Bid Conference is to familiarize Bidders with the requirements of the project and the intent of the Lease/Contract documents, and to receive comments and information from interested Bidders. Any revision of the Bid Documents made as a result of the Pre-Bid Conference shall not be valid unless included in an Addendum Issued in accordance with these Instructions To Bidders. All interested parties are encouraged to attend the Pre-Bid Conference. The LAC staff will not discuss the requirements of the project and/or the intent of the lease/contract documents prior to receiving bids except at the Pre-Bid Conference.

3. Bid Proposal:

Sealed Bids, entitled “BID PROPOSAL DOCUMENT - LEASE - INFRASTRUCTURE COMPLEX, S. E. EVANGELINE THRUWAY - 1998 - LRA”, will be received at the Office of the Director of Aviation, Second Floor, Lafayette Regional Airport Terminal Building, 200 Terminal Drive, Lafayette, Louisiana 70508-2159, until 2.00 p.m., local time, Tuesday, January 05, 1999, and thereafter will be publicly opened and read. The Bidder is reminded that the entire “BID PROPOSAL DOCUMENT” must be kept intact and submitted in it’s entirety.

The Lafayette Airport Commission will not consider any bid not prepared and submitted in accordance with the provisions set forth herein and will return the entire packet/contents to the submitter. The Lafayette Airport Commission may waive any Informalities or reject any and all bids. Any bid may be withdrawn prior to the above scheduled time for the opening of bids or authorized postponement thereof. Any bids received after the time and date specified shall not be considered and will be returned unopened. No Bidder may withdraw a bid within sixty (60) days after the actual date of the opening thereof.

The LAC will determine and select the most responsible Bid among all parties making timely proposals.

4. Bid Security (Certified Check/Cashier’s Check/Bid Bond/Letter Of Credit):

The Bid must be accompanied by either: (1) a Certified Check, in the amount of $3,600.00; (2) a Cashier’s Check, in the amount of $3,600.00; (3) a standard commercial Guaranty Bond, written by a company qualified to act as Surety in Louisiana, in the amount of $3,600.00; or, (4) an irrevocable Letter Of Credit, in the amount of $3,600.00; either of which will be payable to the LAC upon presentation, by an appropriate authorized representative of the LAC, of an affidavit setting forth that the successful Bidder has refused or neglected to execute/the Lease/Contract. The Bid Security, regardless of the form, is to be affixed to the page of this Bid Document labeled “APPENDIX I - BID SECURITY”.

5. Release Of Bid Security (Certified Check/Cashier’s Check/Bid Bond/Letter Of Credit) And Submittal Of Proof Of Insurance:

The Director of Aviation will return or release all unsuccessful parties’ Bid Security (Certified Check/Cashier’s Check/Bid Bond/Letter Of Credit) within ten (10) days after the LAC has executed a Lease/Contract with the successful Bidder. Upon submittal of satisfactory evidence of insurance, and recordation of the executed Lease/Contract, the Bid Security (Certified Check/Cashier’s Check/Bid Bond/Letter Of Credit), submitted by the successful Bidder, will be returned to that Bidder/Contractor.

6. Forfeiture:

The successful Bidder will be required to enter into a Lease/Contract, In the form attached, with the LAC within a reasonable time, usually thirty (30) days, and to submit evidence, satisfactory to the LAC, of insurance in accordance with “APPENDIX E - INSURANCE REQUIREMENTS”, on or before the effective date of the Lease/Contract. If the successful Bidder refuses or neglects to execute the Lease/Contract and provide the evidence of Insurance documents, within the time specified in the notice of the award, the Bid Security (Certified Check/Cashier’s Check/Bid Bond/Letter Of Credit), submitted with the Bid, shall be forfeited by the Bidder and retained by the LAC as liquidated damages. No plea, by the successful Bidder, of error or mistake in his Bid shall be available to his Bidder as a basis for the recovery of it’s Bid Security (Certified Check/Cashier’s Check/Bid Bond/Letter Of Credit).

7. Selection Of Other Than Successful Bidder:

In the event that the selected Bidder does not execute the Lease/Contract created by the acceptance of it’s Bid, the LAC reserves the right to accept the Bid of any other Bidder. Neither the exercise of such option nor the failure to do so shall operate as a release by the LAC of the defaulting Bidder as to any rights or remedies which the LAC may have against such defaulting Bidder.

8. Signature Of Bidder:

The firm, corporation or individual name of the Bidder must be signed, in ink, by the Bidder in the space provided for the signature on the “BID PROPOSAL”.

In the case of a corporation, the title of the officer signing must be stated and must be thereunto duly authorized by annexed Corporate Resolution. In case of a partnership, the signature of a duly authorized partner must follow the firm name, using the term “Member of the Firm” or “Partner”. In the case of a Joint Venture, the signature of a duly authorized representative must follow the name under which the Bid is being submitted. Additionally, Corporate Resolutions authorizing the creation of the Joint Venture, the submittal of the Bid and designating the duly authorized representative must be annexed thereto. In the case of an individual, use the term, “Doing Business As ”, or, “Sole Owner”.

9. Evidence Of Ability To Do Work:

Bidders must present evidence that they are fully competent and have the necessary facilities, experience and pecuniary resources to fulfill the conditions of the Bid. To provide the LAC with information on this point, Bidders must submit, as part of this Bid, information stipulated in “APPENDIX C - QUALIFICATION FORM”, attached hereto. Bidders unable to qualify as to the minimum financial and experience requirements, may be disqualified. The LAC reserves the right to disqualify any Bidder, who, in the LAC’s opinion, does not have adequate qualifications. Failure to include this questionnaire, with all questions completely answered, will cause disqualification of that Bidder, at the discretion of the LAC.

Corporate Bidders must be qualified to do business In Louisiana.

The Qualifications required of the Bidder hereinabove, are also required of any Sub-Lessee/Contractor proposed by the Bidder to accomplish any work on behalf of the Bidder for the proposed Lease/Contract, and the Bidder, on behalf of any such Sub-Lessee(s)/Contractor(s) is required to submit, as part of this bid, information stipulated in “APPENDIX C - QUALIFICATION FORM”, attached hereto. The “QUALIFICATION FORM” should be photocopied as may be necessary for Sub-Lessee(s)/Contractors. Failure to include “APPENDIX C - QUALIFICATION FORM”, Including Sub-Lessee(s)/Contractor(s), If applicable, will cause disqualification of Bidder.

10. Bid Completion:

Each bid must be submitted on the prescribed form. All blank spaces for bid prices must be filled in, in ink or typewritten and the amounts given in words and figures. Where a discrepancy occurs between the written word and the figures, the written word will prevail. No alterations in the printed forms provided by the LAC will be permitted. No Bid shall, In any manner, be conditioned, and any conditioned Bid may be rejected.

11. Bid Presentation;

The Bid must be presented in a sealed envelope addressed to the Director of Aviation, with the words “BID PROPOSAL DOCUMENT - LEASE - S. E. EVANGELINE THRUWAY - 1998 - LRA”, plainly written across the face of the envelope. The name and address of the Bidder submitting the Bid must also appear on the face of the envelope. If forwarded by mail, the sealed envelope containing the Bid must be enclosed in another mailing envelope addressed to the Lafayette Airport Commission at the above designated location for opening of the bids. The Bidder is reminded that this package, the entire “BID PROPOSAL DOCUMENT”, must be kept intact and submitted in it’s entirety.

12. Telegraphic Modification:

Any Bidder may modify his bid by facsimile, telegraphic, mail or hand-delivered, written communication at any time prior to the scheduled closing time for receipt of bids, provided such communication is received by the Lafayette Airport Commission prior to the Bid Opening time, and, provided further, the Lafayette Airport Commission is satisfied that the original modification with the signature of the Bidder was originated prior to the closing time. The communication should not reveal the bid amount(s) but should provide the addition or subtraction or other modification so that the final prices or terms will not be known by the Lafayette Airport Commission until the sealed bid is opened. If the original written confirmation is not received within two days from the closing time, no consideration will be given to the modification.

13. Non-collusion Clause:

In addition to submitting the basic “APPENDIX B - BID PROPOSAL”, and the “APPENDIX C - QUALIFICATION FORM”, the Bidder shall also submit an “APPENDIX A - AFFIDAVIT”, identifying the individual, partnership, joint venture, corporation or limited liability company submitting the Bid, and staling that neither Bidder nor It’s agents, nor any other party for it or on it’s behalf, has paid or agreed to pay, directly or indirectly, any person firm or corporation, valuable consideration for assistance in procuring, attempting to procure, the lease/Contract herein referred to, and further agreeing that no such consideration or award will be hereafter paid.

This “APPENDIX A - AFFIDAVIT” must be on the form attached hereto.

14. Disqualification Of Interested Parties:

More than one Bid from the Bidder, under the same or different names, will not be considered. Reasonable grounds for believing that the Bidder has interest in more than one Bid will cause the rejection of all Bids in which the Bidder is interested. One or all Bids will be rejected if there is reason for believing that collusion exists among the Bidders and no participant in such collusion will be considered in future Bids.

Bids will not be accepted from any Bidder that is in arrears or is in default to the LAC upon any debt, contract or lease or that is a defaulter as Surety or otherwise, upon any obligation to the LAC, or has failed to faithfully perform any previous contract/lease with the LAC.

15. Payments:

The “APPENDIX B - BID PROPOSAL”, specifies rental payments that the Bidder proposed to make to the LAC.

16. Opening Of Bids:

At the time and place set forth for the opening and reading of Bids, each and every Bid, received at, or prior to, the scheduled closing time for receipt of Bids, will be publicly opened, and only “APPENDIX B - BID PROPOSAL”, or the essence of it, will be read aloud.

Any Bid received after the scheduled closing time for receipt of the Bids will be returned to the Bidder, unopened.

17. Withdrawing The Bids:

A Bidder may withdraw his Bid, at any time, prior to the date and time set for the opening of Bids. This will not preclude the submission of another Bid by such Bidder at, or prior to, the date and time set for the opening of Bids.

After the scheduled time for the opening of Bids, no Bidder will be permitted to withdraw his Bid unless the award is delayed for a period exceeding sixty (60) days from the final date of the receipt of Bids.

18. Evaluation Of Proposals:

In evaluating the Bids, consideration will be given to the Bids which provide the required information to the LAC, and the Bidder’s ability to perform.

The LAC will make the final judgment and determination as to which of all the Bidders has offered the best, most responsible Bid. The LAC will employ such analysis techniques and professional consultants as it deems necessary to make such judgment.

The LAC may request the submission of additional information to assist in the evaluation of the Bids, and the Bidders will be expected to cooperate fully with such a request.

The right is reserved, by the LAC, to waive any irregularities in any Bid, to reject any or all Bids, to re-advertise for Bids, if desired, and to accept the Bid which, in the judgment of the LAC, even though it does not offer the highest direct financial return, is nevertheless deemed the most advantageous for the public and the LAC, i.e., the most responsible Bid. Any Bid which is incomplete, conditions obscure, or which contains additions not called for, or irregularities of any kind, may be cause for rejection of the Bid. In the event of default of the successful Bidder, or his refusal to enter into a Lease/Contract with the LAC, the LAC reserves the right to accept the Bid of any other Bidder without the necessity of re-advertisement.

19. Time For Award:

The LAC will ordinarily make an award, or reject all Bids received on this proposal, at it’s next Regular Meeting following the opening of the Bids, but may, In it’s discretion, extend such action for up to sixty (60) days. Extensions beyond the sixty (60) day period may be made with the consent of Bidders. Any Bidder who declines to consent to the extension above described, shall be entitled to withdraw it’s Bid in lieu of consent to the extension of award beyond the sixty (60) days.

20. Explanations, Written And Oral:

Should a Bidder find a discrepancy in, or omission from, the “INSTRUCTIONS TO BIDDERS”, or “BID PROPOSAL”, or should Bidder be in doubt as to their meaning, Bidder shall at once notify, in writing, the Director of Aviation, Lafayette Regional Airport, who will send, as may be applicable, written Addendum or clarification to all Bidders. The LAC will not be responsible for any oral instructions. Addendum may be required to clarify, or amend, any portion of the “BID PROPOSAL DOCUMENT”. Any written Addendum to the “BID PROPOSAL DOCUMENT”, from the Director of Aviation, Lafayette Regional Airport, should be attached to “APPENDIX H - ADDENDUM/ADDENDA” of this document, prior to submittal of the Bid.

21. Bidder Responsible For Proposal:

The Bidder shall carefully examine the terms of the Lease/Contract and the Lafayette Regional Airport, the specific areas and conditions relating to services to be provided under the Lease/Contract prior to the Bid opening, and shall judge for itself all the circumstances and conditions affecting his proposal. At the time of the opening of bids, each Bidder will be presumed to have inspected the site and to have read and to be thoroughly familiar with the Lease/Contract and Specifications (including all addenda). The failure or omission of any Bidder to examine any form, instrument or document shall in no way relieve the Bidder from any obligation in respect of this bid, and will not relieve the successful Bidder of his obligation to furnish all material and/or labor necessary to carry out the provisions of the Lease/Contract.

22. Definitions:

The term “LAC”, as used in this “BID PROPOSAL DOCUMENT”, means the Lafayette Airport Commission, Lafayette, Louisiana, and where context speaks of the approval of the LAC, such approval is understood to be manifest by an act of the Lafayette Airport Commission, or it’s duly authorized representative.

The term “LRA” means the Lafayette Regional Airport, Lafayette, Louisiana.

All personal pronouns used in this “BID PROPOSAL DOCUMENT” shall include the other genders, whether used In the masculine or feminine or neuter gender, and the singular shall include the plural whenever and as often as may be appropriate.

23. Modification Of Lease/Contract:

The LAC reserves the right to modify the Lease/Contract, in any way that Is necessary and mutually satisfactory to the LAC and the successful Bidder, to prevent undue limitation and/or restrictions in the development of the Lafayette Regional Airport or which would, in any manner, be otherwise detrimental to the Public.

24. Continuity:

The Lease/Contract attached hereto, as well as the statements and “BID PROPOSAL” which accompany the Bid, and which are accepted therewith, and which do not conflict with the provisions herein contained shall be part of the Lease/Contract that is entered into for the rights and privileges described herein.

25. Governmental Approval:

The Lease/Contract, attached hereto, and all construction to be undertaken according to that Lease/Contract, are subject to the appropriate reviews and approval of the Federal Aviation Administration and the Louisiana Department of Transportation and Development, which approval may or may not occur until after the Lease/Contract is awarded and the parties will be required to amend the lease document to conform to FAA and/or LA DOTD directives. In submitting his bid, Bidder agrees to this requirement.

26. Insurance:

The successful Bidder will be required to obtain and maintain, in force, continuously, Insurance, pursuant to the Lease/Contract and as set forth in “APPENDIX E - INSURANCE REQUIREMENTS” and as initially evidenced satisfactorily to the LAC, or, on or before the effective date of the Lease/Contract. Additionally, the successful Bidder will ensure that all Insurance Policies covering its operations at the Lafayette Regional Airport shall include the Lafayette Airport Commission as a Named Additional Insured and Certificate Holder. The LAC shall require ten (10) days pre-notification of cancellation of said Policies.

27. Execution Of Lease/Contract:

The successful Bidder will be issued a notification of award and will, within the time specified, usually thirty (30) days, be required to execute the Lease/Contract, using the “APPENDIX D - LEASE” of the “BID PROPOSAL DOCUMENT”.

28. Security Requirements:

Bidder’s shall furnish, with their Bid to the Lafayette Airport Commission, in writing, a certification that, if awarded the referenced Contract, they understand, can and will comply with the requirements of the currently effective FAA approved Lafayette Regional Airport’s Security Program, and further understands that such Airport Security Program requirements constitutes a continuing obligation and condition of the Contract and must be maintained throughout the term of the Contract for all of LESSEE/CONTRACTOR’s operations at the LRA and all of LESSEE/CONTRACTOR’s employees, whenever assigned to duties or functions at the LRA.

Accordingly, the LESSEE/CONTRACTOR shall certify to the Lafayette Airport Commission that a background check will be completed, to the extent required by the Lafayette Regional Airport Security Program, on each individual who will be in any locale on the Lafayette Regional Airport having access to the Air Operating Area (AOA).

Additionally, each Individual who qualifies, as set forth in the current Lafayette Regional Airport Security Program and the Lafayette Airport Commission Ordinance No. 80-2, will be required to continually display a Lafayette Regional Airport issued Security Identification Badge while in the Air Operating Area. The cost of badging of all of LESSEE/CONTRACTOR’s employees and the accountability for badges issued will be assumed by the LESSEE/CONTRACTOR.

29. Non-exclusive Agreement:

The Lease/Contract to be entered into shall be considered a Non-exclusive Lease/Contract, and the Lafayette Airport Commission shall have the right to deal with and perfect arrangements with any other individual(s), firm(s) or corporation(s), for engaging In like activity at the Airport.

30. Sub-Lease(s)/Contract(s):

The Bidder is specifically advised that any person, firm, or other party to whom it is proposed to award a Sub-Lease/Contract under the Lease/Contract must be acceptable to the Lafayette Airport Commission. The successful Bidder and/or Material Supplier shall supply a list of all Sub-Lessee(s)/Contractor(s) to the Lafayette Airport Commission for Its review and approval, prior to commencement of the Lease/Contract.

31. Addenda and Interpretations:

No interpretation of the meaning of the Bid Proposal, Lease/Contract and/or Specifications, or other pre-bid documents will be made to any Bidder orally. Every request for such interpretation should be in writing, addressed to the Lafayette Airport Commission, and to be given consideration must be received at least seven (7) calendar days prior to the date fixed for the opening of Bids. Any and all such interpretations and any supplemental instructions will be in the form of written Addenda to the Bid Proposal Document which, if issued, will be mailed to all prospective Bidders (at the respective addresses furnished for such purposes), not later that seventy-two hours prior to the advertised time for opening of bids excluding Saturday, Sunday, and any legal holiday. Failure of any Bidder to receive any such Addendum or interpretations shall not relieve such Bidder from any obligation under his Bid as submitted. All addenda so Issued shall become part of the Contract documents.

32. Laws and Regulations:

The Bidder’s attention is directed to the fact that all applicable Federal Laws, State Laws, Municipal Ordinances, Airport Ordinances and Policies, and the rules and regulations of all authorities having jurisdiction over the Lafayette Regional Airport shall apply to the Lease/Contract throughout, and they will be deemed to be included in the Lease/Contract the same as though herein written out in full.

33. Disadvantaged Business Enterprise (DBE) Participation:

The Lafayette Airport Commission actively seeks and encourages the participation of Disadvantaged Business Enterprises in all Leases/Contracts or procurements let for goods and services and works of public improvement. Disadvantaged Business Enterprise (DBE) means a small business concern that is owned (51%) and controlled by one or more socially and economically disadvantaged individuals, including, for purposes of this definition, women.

Anticipatory to notification of additional FAA requirements and guidelines in this area, the successful Bidder will be required to submit annual reports of Disadvantaged Business Enterprise participation in the Lease/Contract herein. The Lafayette Airport Commission strongly encourages all LESSEES to develop a business listing of supply and equipment sources which qualify as Disadvantaged Business Enterprise firms and to thoroughly document purchases or leases accordingly.

Bidders/Contractors who are found to have not complied will hold the Lafayette Airport Commission harmless in the event of third party action and/or will otherwise be subject to prosecution by appropriate parties.

Bidders shall acknowledge this hold harmless provision by executing as provided on “APPENDIX G - DISADVANTAGED BUSINESS ENTERPRISE STATEMENT”, attached hereto and made a part hereof.

‘‘ APPENDIX A - AFFIDAVIT"

LEASE

INFRASTRUCTURE COMPLEX

S. F-. EVANGELINE THRUWAY -1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

STATE OF   Louisiana             PARISH COUNTY OF  Lafayette

Michael J. McCann, being first duly sworn, deposes and says:

INDIVIDUAL ONLY

That he is an individual doing business under the name of                             

                      , at                               

          in the City of         , Parish (County) of                        .

State of                 .

INDIVIDUAL ONLY: Affiant further says that the following is a complete and accurate list of the names and addresses of all persons interested in said proposed Lease.

NAME ADDRESS

PARTNERSHIP ONLY

That he is the duly authorized representative of a partnership, doing business under the name of                      , in the City of                             , Parish (County) of                           , State of                     .

PARTNERSHIP ONLY: Affiant further says that the following is a complete and accurate list of the names and addresses of the members of said partnership.

NAME ADDRESS

Affiant further says that said partnership is represented by the following resident agent(s) in the Parish of Lafayette.

NAME ADDRESS

JOINT VENTURE ONLY

That he is the duly authorized representative of a Joint Venture, comprised of:

Individual ☐ Partnership ☐ Corporation ☐ or, Limited Liability Company ☐

Individual ☐ Partnership ☐ Corporation ☐ or, Limited Liability Company ☐

Individual ☐ Partnership ☐ Corporation ☐ or, Limited Liability Company ☐

Individual ☐ Partnership ☐ Corporation ☐ or, Limited Liability Company ☐

Complete “AFFIDAVIT” as applicable for INDIVIDUAL, PARTNERSHIP, CORPORATION and or LIMITED LIABILITY COMPANY for each Participant in the Joint Venture (This “AFFIDAVIT’ may be photocopied, as necessary).

CORPORATION ONLY

That he is the duly authorized, qualified, and acting officer of Petroleum Helicopters, Inc., a corporation organized and existing under the laws of the State of Louisiana, and duly qualified to do business in the State of Louisiana, and that said corporation is filling herewith a Bid Proposal to the LAC in conformity with the attached specifications.

CORPORATION ONLY: Affiant further says that the following is a complete and accurate list of the officers and directors of said corporation,

CEO/PRESIDENT	Carroll W. Suggs
COO	Ben Schrick
SECRETARY	Robert D. Cummiskey, Jr.
CFO/TREASURER	Michael J. McCann
DIRECTORS	Carroll W. Suggs
(Attach additional sheets, as necessary)	Leonard M. Horner
	Bruce N. Whitman
	James W. McFarland
	Thomas H. Murphy
LAFAYETTE MANAGER(S) or AGENT(S)	Louis B. Gary

and that the following officers are duly authorized to execute contracts on behalf of said corporation:

NAME	OFFICE	ADDRESS
Carroll W. Suggs
Ben Schrick
Michael J. McCann

Affiant further says that said corporation is represented by the following registered agent(s) in the Parish of Lafayette, State of Louisiana:

NAME	ADDRESS
N/A

LIMITED LIABILITY COMPANY ONLY

That he is the duly authorized, qualified, and acting            of             , a Limited Liability Company organized and existing under the laws of the State of              , and duly qualified to do business in the State of Louisiana, and that said Limited Liability Company is filing herewith a Bid Proposal to the LAC in conformity with the attached specifications.

LIMITED LIABILITY COMPANY ONLY: Affiant further says that the following is a complete and accurate list of the managers and members of said limited liability company,

MANAGER(S)

MANAGER(S)

MEMBER(S)

MEMBER(S)

MEMBER(S)

(Attach additional sheets, as necessary)

LAFAYETTE

MANAGER(S) or

AGENT(S)

and that the following managers are duly authorized to execute contracts on behalf of said limited liability company:

NAME OFFICE ADDRESS

Affiant further says that said limited liability company is represented by the following registered agent(s) in the Parish of Lafayette, State of Louisiana:

NAME ADDRESS

Affiant further says: that the Bid filed herewith is not made in the interest of, or on behalf of, any undisclosed person, partnership, company or association, organization, corporation or limited liability company; that such Bid is genuine and not collusive or sham; that said interested party has not directly or indirectly, induced or solicited, any other interested party to put in a false or sham Bid, and has not, directly or indirectly, colluded, conspired, connived or agreed with any interested party, or anyone else, to put in a sham Bid, or that anyone shall refrain from submitting a Bid; that said interested party has not, in any manner, directly or indirectly, sought by agreement, communication or conference with anyone, to fix the price of said Bid or the Bid of any other interested party, or to fix any overhead, profit or cost element of such Bid, or the Bid of any other interested party, or to secure any advantage against the LAC, or anyone interested in the proposed Lease; that all statements contained in such Bid are true; that said Bid, or any breakdown thereof, or the contents thereof, or divulged information therein, or data relative thereto, was not paid for, nor was there agreement to pay, directly or indirectly, any money or any other valuable consideration for assistance, or aid rendered, or to be rendered in procuring, or attempting to procure the Lease above referred to; and further, that any interested party will not pay, or agree to pay, directly or indirectly, any money, or any other valuable consideration, to any corporation, partnership, company, association or organization, or to any member or agent thereof, or to any other individual for aid or assistance in securing the Lease above referred to in the event the same is awarded.

Further, Affiant saith not.
	BIDDER:  Petroleum Helicopters, Inc.               (Individual, Partnerslip, Corporation, Limited Liability Company Name)
	(Signature, in ink) BY:   Michael J. McCann                    TITLE:  Chief Financial Officer

SWORN TO AND SUBSCRIBED in my presence, this      day of         , 19   .

NOTARY PUBLIC

  Lafayette                 , Parish

State of   Louisiana                    

MY commission expires     with life            

“APPENDIX B - BID PROPOSAL”

LEASE

INFRASTRUCTURE COMPLEX

S. E. EVANGELINE THRUWAY - 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

TO THE LAFAYETTE AIRPORT COMMISSION, 200 TERMINAL DRIVE, LAFAYETTE, LOUISIANA 70508-2159:

Gentlemen:

In accordance with your published invitation to receive Bids at 2.00 p.m., local time, on Tuesday, January 05, 1999, the undersigned authority proposes the following, to wit:

To Lease a certain parcel of ground and the facilities and improvements to be constructed thereon located at the Lafayette Regional Airport, for use as:

helicopter transportation, training, and overhaul facility, in accordance with INSTRUCTIONS TO BIDDERS, the Lease, and other documents attached hereto and made a part hereof.

LEASED PREMISES: A certain parcel of ground located at 2201 S. E. EVANGELINE THRUWAY measuring approximately 27.5 acres at Lafayette Regional Airport and the facilities and improvements to be constructed thereon, with such limitations and restrictions as are more fully described in the BID PROPOSAL DOCUMENT.

TERM OF LEASE: The Primary term of the Lease shall be for a period of twenty (20) years, commencing on the date of initial occupancy which is to be mutually agreed upon between the parties. The parties shall enjoy three (3), successive five (5) year option terms to be mutually agreed.

BID AMOUNT: The LAC is requiring a minimum Bid of no less than:

LAND RENTAL @ ZERO and 11/100 ($0.11) DOLLARS per square foot;

PORCHES AND SHED AREAS @ ONE and 215/100 ($1.215) DOLLARS per square foot; and,

BUILDINGS AND FACILITY AREAS @ TWO and 43/100 ($2.43) DOLLARS per square foot.

This rental may be adjusted annually, on the anniversary of this Agreement in accordance with the changes reflected in the Consumer Price Index, U. S. City Average, All Items, OR as may be determined by fair market rental value appraisal, all as provided in the Lease Agreement.

The Bidder declares that he has examined the entire “BID PROPOSAL DOCUMENT” and the facilities and hereby proposes and submits the following:

BIDDER:  Petroleum Helicopters, Inc.

acknowledges receipt of ADDENDA:	No.   ,	dated:
	No.   ,	dated:
	No.   ,	dated:

BID SECURITY: (Attached, in the sum of $3,600.00:

Three Thousand Six Hundred and no/100 Dollars ($3,600.00) is to become the property of the Lafayette Airport Commission in the event the executed Lease/Contract, Certificate(s) of Insurance and Performance Bond, as may be applicable, are not provided to the LAC within the time set forth, as Liquidated Damages for the delay and additional work caused thereby.

THE FOLLOWING IS BID FOR THE FIRST YEAR OF THE PRIMARY TERM FOR LEASE OF THE FACILITIES AT THE LAFAYETTE REGIONAL AIRPORT:

LAND RENTAL - $           $0.11	per square foot
(figures)
ZERO and 11/100 DOLLARS	per square foot
(written amount)
PORCHES, SHEDS & DECKS AREAS = $             $1.215	per square foot
(figures)
ONE AND 215/100 DOLLARS	per square foot
(written amount)

BUILDINGS AND FACILITY AREAS = $       2.43	per square foot
(figures)
TWO and 43/100 DOLLARS	per square foot
(written amount)

NO ERASURE, ALTERATION, OR ADDITIONS MAY BE MADE TO THE BID FORM AS SUCH MAY INVALIDATE

THE PROPOSAL.

The LAC reserves the right to reject any and all Bids. Should this proposal be accepted, it is expressly agreed and understood that the undersigned Bidder will execute a Lease/Contract, all in accordance with said specifications and attachments and in the form and content as prepared and presented as “APPENDIX D - LEASE - S. E EVANGELINE THRUWAY - 1998”.

— PLEASE TYPE —
	DATE:   1/5/99

BIDDER:	Petroleum Helicopters, Inc.
(Individual, Partnership, Joint Venture, Corporation or Limited Liability Company Name)

AUTHORIZED SIGNATORY:                                          

If Bidder is a Partnership - the Signalory must be identified as a “Member of the Firm” or as “Partner”. It Bidder is a Joint Venture - the Title of the Signatory must be stated and the appropriate Corporate Resolutions, authorizing Joint Venture. submittal of the bid and designating authorized representative, must be affixed on the following page. If Bidder is a Corporation - the Title of the Officer must be stated and the Corporate Resolution, authorizing submittal of this bid, must be affixed, as provided on the following page. If Bidder is a Limited Liability Company, the signatory must be identified as a manager of the Limited Liability Company and a copy of the Articles of Organization of the Limited Liability Company along with a current annual report must be attached.

BY:   Michael J. McCann        TITLE:  Chief Financial Officer      

BUSINESS ADDRESS:	113 Borman Drive
	Lafayette, LA 70508

WITNESSES:

BD-INFCMPLX◆98>13

“APPENDIX C - QUALIFICATION FORM”

LEASE

INFRASTRUCTURE COMPLEX

S.E. EVANGELINE THRUWAY - 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

This Qualification Form must be completed for each Prime AND Sub-Lessee(s) participating in this Bid Proposal. This form may be photocopied, as necessary.

INSTRUCTIONS:

Bidder must present evidence that it is fully competent and has the necessary facilities, experience and pecuniary resources to fulfill the conditions of this Lease. To provide the LAC with information on this point, Bidder must submit as part of this Bid, information stipulated on this “APPENDIX C - QUALIFICATION FORM”. In addition, certain minimum financial and experience requirements must be met in order for a Bid to be considered. Any Bidder unable to qualify with the minimum requirements may be disqualified.

Failure to submit this “QUALIFICATION FORM” with all questions completely answered will be grounds for disqualification of the Bid Proposal, at the option of the LAC.

MINIMUM FINANCIAL EXPERIENCE REQUIRED:

The Bidder submitting this Bid warrants that:

1. That the Individual, firm, partnership, corporation or limited liability company making this Bid has been in continuous existence for a period of fifty (50 ) years; and,

2. That the Bidder has been financially successful in conducting an air transportation business offering services to the private & public (public/private) sector; that this experience, and it’s financial resources, adequately qualify him to conduct a/an air transportation business at the LRA.

The LAC may, in it’s sole discretion, in lieu of the experience and financial requirements, accept an unconditional guaranty or unconditional letter of credit (in a form acceptable to LAC) from a financial institution, approved by the LAC, which would secure the LAC in full performance of all of the terms and conditions of this Lease and payment of all monies due, and in the event of default and/or termination, the LAC will receive payment from the Guarantor of all amounts due.

INFORMATION TO BE FURNISHED

Date Submitted: 1/5/99

Submitted By: Petroleum Helicopters, Inc.

As an (Check One): Individual ☐ Partnership ☐ Joint Venture ☐ Corporation ☐ Limited Liability Company ☐

Principal Office Address: 113 Borman Drive

Lafayette, LA 70508              Phone Number: 318-235-2452

Official Representative: (name, title & address) Michael J. McCann

                    Chief Financial Officer

113 Borman Drive, Lafayette, LA 70508      Phone Number: 318-235-2452

IF AN INDIVIDUAL, ANSWER THE FOLLOWING:

Full Legal Name:                                                      

Place of Residency:                                                     

Street Address

City Parish/County State Zip Code

Length of Residency (that City or Parish/County):                                          

Mailing Address (if different than residency):                                           

Doing Business As (If Applicable):                                               

Since (Month and Year):                  Social Security Number:                 

IF A JOINT VENTURE, ANSWER, AS APPLICABLE, FOR INDIVIDUAL, PARTNERSHIP, CORPORATION AND/OR LIMITED LIABILITY COMPANY FOR EACH PARTICIPANT IN THE JOINT VENTURE (This “Qualification Form” may be photocopied, as necessary).

IF A PARTNERSHIP, ANSWER THE FOLLOWING:
Date of Organization:	☐ General OR ☐ Limited, Partnership

Agreement Recorded:
	Parish/County	State	Date Recorded

Name And Address Of Each Partner And Percentage:
NAME	ADDRESS	PERCENTAGE

IF A CORPORATION, ANSWER THE FOLLOWING:
1949	Delaware
When Incorporated: 1994	In what State: Louisiana
If other than Louisiana, attach proof, to this page, that Bidder, as a Corporation, is qualified to do business in Louisiana

President & CEO Carroll W. Suggs

Vice President COO Ben Schrick

Secretary Robert D. Cummiskey, Jr.

Treasurer & CFO Michael J. McCann

IF A LIMITED LIABILITY COMPANY, ANSWER THE FOLLOWING:
When Organized:	In what State:
If other than Louisiana, attach proof, to this page, that Bidder, as a Limited Liability Company, is qualified to do business in Louisiana

Manager(s)

Member(s)

INFORMATION BELOW TO BE COMPLETED BY ALL BIDDERS:
1.	Number of years experience the Bidder has in the respective operations:
	TYPE OF OPERATION	YEARS OF EXPERIENCE

	Contract Operations, Maintenance, Training for helicopters		50 years
2.	Give the names and location of places (City, Parish/County and State) at which your organization has operated the above mentioned businesses (listed at No. 1), together with the dates of operation:
	OPERATION NAME	LOCATION	DATES
	PHI, Lafayette, LA (Lafayette Parish)	1949 to date
	PHI, Morgan City, LA (St. Mary Parish)	1956 to date
	PHI, Cameron, LA (Cameron Parish)	1956 to date
	PHI, Intracoastal City, LA (Vermilion Parish)	1956 to date
	PHI, New Orleans, LA (Jefferson Parish)	1949 to date
	PHI, Venice, LA (Plaquemine Parish)	1958 to date
3.	Stale approximately the largest gross receipts your organization has realized from the operation of the mentioned facilities at any one place in any one year.

UNITED STATE OF AMERICAiox ajtKettiitn SECRETARY OF TATUB A Delaware corporat ion’ domiciled at Wilmington, & Filed charter and qualified to do business in this State on February 18, .1949, I I further certify that the records of this Office indicate the j due the secretary of standing and off he Secretary of state is concerned is in 7 good standing and is authorized to do business in this State. i further certify that this Certificate is not intended to reflect the financial condition of this corporation since this X L information is not available from the records of’.this Office. f i further that the following is a list of documents on fe file in this Office for this corporation:iiup AHEMHEmTE E authoritylII february 18 1949 amendment .,1956 AMENDMENT april 12 1956 AMENDMENT September 3. 1965 12-308 REPORT February 21, 1969. 12:308 REPORT May30 1974 tn anc Aanzlcauieci iAeS qio m.y b| 102 S (H-XWi) rea

$13,814,000 Location                                           

Year 1998  

4.	List below, the names and addresses of the Lessor, for the five (5) operations listed in Item 2 above (list in ranking order from the highest gross receipts to the lowest):        OPERATION                        LESSOR & ADDRESS
	PHI, Lafayette, LA
	PHI, Intracoastal City, LA
	PHI, Morgan City, LA
	PHI, Venice, LA
	PHI, New Orleans, LA
	PHI, Cameron, LA
5.	Have any leases for these operations held by your organization ever been canceled?
	YES ☐ NO ☐
	If YES, give details:
6.	BANK REFERENCES:
	BANK                          ADDRESS

Whitney National Bank	New Orleans, LA
Bank One	New Orleans, LA
NationsBank	Dallas, TX

7.	The latest annual financial statement of Bidder or Guarantor, certified by an Independent Certified Public Accountant, must be furnished together with the most recent balance sheet, not more than ninety (90) days old.
8.	The LAC has reserved the right to accept the proposal which, in the judgment of the LAC and even though it does not offer the highest direct financial return, is nevertheless deemed the most advantageous to the public Interest and taxpayers of Lafayette Parish and the LAC.
	In order to provide the LAC with information to make this determination, Bidder shall furnish the following information:
	1997 Ad Valorem Taxes: $221,889.59
	1997 Lafayette Parish and/or City of Lafayette Sales Taxes: $ 33,365.60 Current number of employees in Lafayette. Louisiana: 750 (approximately) Current Annual Payroll In Lafayette, Louisiana: $37.5 million (Lafayette only)

BIDDER: Petroleum Helicopters, Inc.
(Individual, Partnership, Joint Venture, Corporation or Limited Liability Company Name)
	(Signature, in ink)
	BY:	Michael J. McCann
	TITLE:	Chief Financial Officer

AFFIX HERETO THE CORPORATION RESOLUTION(S)

AUTHORIZING EXECUTION OF THE FOREGOING BID PROPOSAL

EXTRACT OF UNANIMOUS CONSENT

OF

THE BOARD OF DIRECTORS

OF

PETROLEUM HELICOPTERS, INC.

I, the undersigned Secretary of Petroleum Helicopters, Inc., do hereby certify that I am the keeper of the corporate records and minutes of the proceedings of the Board of Directors of said Corporation, and that effective the 18th day of December, 1998, the following resolutions was duly and lawfully adopted:

WHEREAS, the Corporation is in the process of responding to a Bid Proposal Document received from the Lafayette Airport Commission dated November 25, 1998 for the Lease of Infrastructure Complex, S. E. Evangeline Thruway - 1998, Lafayette Regional Airport, Lafayette, Louisiana, and

WHEREAS, said Bid Proposal Document requires a corporate resolution authorizing execution of the bid proposal, it is hereby

RESOLVED, that the following officers of Petroleum Helicopters, Inc., Carroll W. Suggs, President and Chief Executive Officer, Ben Schrick, Chief Operating Officer, and Michael J. McCann, Chief Financial Officer and Treasurer, are duly authorized to complete, sign and return to the Lafayette Airport Commission a bid in response to the Bid Proposal Document, and

FURTHER RESOLVED, that any one of these officers are duly authorized to execute contracts on behalf of the Corporation relative to said “Lease.”

New Orleans, Louisiana, this 18th day of December, 1998.

/s/ Robert D. Cummiskey

Robert D. Cummiskey

Secretary

COMPANY

SEAL

EX-10.20

Exhibit 10.20

Recorded Date 8-13-08

File #2008 - 00034285

AMENDMENT TO

“APPENDIX D – LEASE”

INFRASTRUCTURE COMPLEX

S.E. EVANGELINE THRUWAY – 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

STATE OF LOUISIANA

PARISH OF LAFAYETTE

KNOW ALL MEN BY THESE PRESENTS that before the undersigned Notaries and Witnesses, and on the dates hereinafter described, personally came and appeared:

The LAFAYETTE AIRPORT COMMISSION, a body politic, domiciled in the Parish of Lafayette, Louisiana, herein represented by Carroll B. Robichaux, its Chairman, authorized by resolution of said Commission, a copy of which is a attached hereto and made apart hereof (hereinafter referred to as “LAC”); and

PETROLEUM HELICOPTERS, INC., a Louisiana Corporation duly authorized and conducting business in the State of Louisiana, herein represented by Michael J. McCann, its Chief Financial Officer, duly authorized by Resolution of its Board of Directors, a copy of which is attached hereto and made apart hereof (hereinafter “LESSEE”);

who, upon the following terms and conditions, do hereby agree to amend that certain Lease entered into by and between LAC and LESSEE and recorded on November 16, 1999 as original entry no. 99-015231 in and for the records of Lafayette Parish, Louisiana (hereinafter “Lease”).

ARTICLE I, “PREMISES”, is hereby amended to remove and exclude the following property, together with all buildings, improvements and facilities thereon located, from the premises subject to the Lease:

That certain tract of land located in Lafayette Parish, Louisiana, Section 43, Township 10 South - Range 5 East containing 0.007 acres and all coordinates and bearings are based on The Louisiana State NAD 1983 Coordinate System and are more fully described as follows:

BEGINNING at the most northwesterly corner of said tract leased to Petroleum Helicopters, Inc., and being along the east right-of-way of US Hwy 90, having coordinates of X=3,070,378.96 ft. and Y=619,540.75 ft.; THENCE North 64°49’ 18” East for a distance of 7.01 feet to a corner having coordinates of X=3,070,385.30 ft. and Y=619,543.73 ft.; THENCE South 20°22’46” East for a distance of 92.73 feet to a corner along the east right-of-way of US Hwy 90 having coordinates of X=3,070,417.59 ft. and Y=619,456.80 ft.; THENCE North 24°42’56” West for a distance of 92.41 feet to the POINT OF BEGINNING, all containing 0.007 acres, and being more fully described as ADV-F-P1 on a map of survey titled “Right Of Way Map, State Project No. ###-##-####, F.A.P. No. 0009(803), Lafayette Airport Commission, Lafayette Parish”, prepared by Professional Engineering and Survey Company, Inc., dated 05/02/05, attached hereto and made a part hereof as “Exhibit A”.

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The above-described property, together with all buildings, improvements and facilities thereon located, hereby reverts to the use and occupancy of the Lafayette Airport Commission.

Except as specifically modified herein, all other terms, covenants and conditions of the Lease will continue in full force and effect.

IN WITNESS WHEREOF, the undersigned party hereto has executed this Amendment to Lease on the 12^th day of August, 2008, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:		LAFAYETTE AIRPORT COMMISSION
/s/ Rene Cotton		BY:	/s/ Carroll B. Robichaux Jr
			Carroll B. Robichaux, Chairman
/s/ Cindy B. Jean

/s/ Tina Lation

NOTARY PUBLIC

Tina Lation 51041

IN WITNESS WHEREOF, the undersigned party hereto has executed this Amendment to Lease on the 12 day of August, 2008, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:	PETROLEUM HELICOPTERS, INC.
[ILLEGIBLE]	BY:	/s/ Michael J. McCann
		Michael J. McCann, Chief Financial Officer
/s/ Brian Dale

/s/ Mary E. Johnson

NOTARY PUBLIC

Mary E. Johnson #64911

My Commission expired life

-2-

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared Carroll B. Robichaux, who first being by me duly sworn, did depose and state that he is the Chairman of the Lafayette Airport Commission, that said instrument was signed on behalf of said Lafayette Airport Commission by authority of it’s Commissioners and that he acknowledged said instrument to be the free act and deed of said Lafayette Airport Commission.

/s/ Carroll B. Robichaux Jr

Carroll B. Robichaux

SWORN TO AND SUBSCRIBED before me, this 12 day of August, 2008.

/s/ Tina Lation

NOTARY PUBLIC

Tina Lation # 51041

CORPORATE RESOLUTION

PETROLEUM HELICOPTERS, INC.

(ATTACH COPY)

EXTRACT OF MINUTES

OF

THE BOARD OF DIRECTORS

OF

PHI, INC.

I, the undersigned Secretary of PHI, Inc. do hereby certify that I am the keeper of the corporate records and minutes of the proceedings of the Board of Directors of said corporation, and that effective the 4^th day of May 2004, the following resolution was duly and lawfully adopted and has not been rescinded or modified and remains in full force and effect as of the date set forth below.

DELEGATION OF AUTHORITY FOR CONTRACT EXECUTION

As a matter of law, only the Board of Directors can bind a corporation to the terms and conditions of a contract. However, the Board may delegate its authority to approve and execute contracts to officers and other persons. Pursuant to that power, the Board has delegated certain contract authority as set forth below. Any contract not covered by the following and any type contract specified under the caption “Reserved Contracts” must be approved by the Board of Directors.

CONTRACT APPROVAL

Expenditure Contracts

1. Expenditure Contracts that relate to the ordinary course of business may be approved by the Chief Financial Officer, Treasurer, Secretary, Chief Administrative Officer, Director of Human Resources or the Contract Review Committee in the aggregate of $1,000,000.00.

Lafayette, Louisiana this 10 day of July 2007.

/s/ Michael J. McCann

MICHAEL J. MCCANN

SECRETARY

“EXHIBIT A” SOUTH WESTERN LAND DISTRICT TIOS-R-D5E 50 Page) 01:33 20 Sep SECTION4. EXISTING SECTION 43 P.H.I. DRIVE LAFAYETTE AIRPORT LAFAYETTE AIRPORT COMMISSION (PETROLEUM HELICOPTERS, INC.) ACRE (LEASE) VICINITY MAP NOTE.· COOHDINATES AND BEARINGS SHOWN HEREON AHC 6HID AND .ARE ON THE LOIRSI.ANA STATF EXISTING W7 NAD /98.1 ENGLISH COONOINATF SYSTFH. SOUTH ZONE. TO CONVERT TO EOOETIC 8/!ARINGS USE RIGHT OF WAY MAP . STATE PROJECT NO. ###-##-#### I F.A.P. NO. 0009(803) LAFAYETTE AIRPORT COMMISSION, ETAL iii LAFAYETTE PARISH PETHO HELICOPTFRS. INC. c. .8. 99-152.11 DATE: APH 1999 811-49 c. 0.8. 5.111464 DATE: APH. .10. 1969 0. 007 ACHES IDV-F..PI w ALFRED L. REAUX LAFAYETTE AIHI’OHT COMMISSION. ETAL C.O.D. 5.19465 DATE: APR. SO, 1969 PROFESSIONAL LAND SURVEYOR c.0.8. ll-1466.1 DATE: HAYS. 11181 PENSCO~AYETTE. LA.1 DATE: 05/02/05 SHEET NO. OWNER ACOIRSITION AREA:J DRAWN BY: T JP OF I PAIICEL

EX-10.21

Exhibit 10.21

Lafayette Parish Recording Page

Louis J. Perret

Clerk of Court

800 South Buchanan

P.O. Box 2009

Lafayette, LA 70502-2009

(337) 291-6400

First VENDOR

LAFAYETTE AIRPORT COMMISSION

First VENDEE

PHI INC

—	—
Index Type : Conveyances Type of Document : Amendment Recording Pages : 8	File Number : 2013-00019822

Recorded Information

I hereby certify that the attached document was filed for registry and recorded in the Clerk of Court’s office for Lafayette Parish, Louisiana

/s/ Louis J. Penet

Clerk of Court

On (Recorded Date) : 05/15/2013   At (Recorded Time) : 9:29:53AM     Doc ID - 036586690008

Do not Detach this Recording Page from Original Document

SECOND AMENDMENT TO

“APPENDIX D – LEASE”

INFRASTRUCTURE COMPLEX

S.E. EVANGELINE THRUWAY – 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

STATE OF LOUISIANA

PARISH OF LAFAYETTE

KNOW ALL MEN BY THESE PRESENTS that before the undersigned Notaries and Witnesses, and on the dates hereinafter described, personally came and appeared:

The LAFAYETTE AIRPORT COMMISSION, a body politic, domiciled in the Parish of Lafayette, Louisiana, herein represented by Carroll B. Robichaux, its Chairman, authorized by resolution of said Commission, a copy of which is a attached hereto and made apart hereof (hereinafter referred to as “LAC”); and

PHI, INC. (formerly, Petroleum Helicopters, Inc.), a Louisiana Corporation duly authorized and conducting business in the State of Louisiana, herein represented by Michael J. McCann, its Chief Financial Officer, duly authorized by Resolution of its Board of Directors, a copy of which is attached hereto and made apart hereof (hereinafter “LESSEE”);

who, upon the following terms and conditions, do hereby agree to amend that certain Lease entered into by and between LAC and LESSEE and recorded on April 16, 1999 as original entry no. 99-015231 in and for the records of Lafayette Parish, Louisiana (hereinafter “Lease”). An “Amendment to Lease” was entered into by and between LAC and LESSEE and recorded on August 13, 2008 as original entry no. 2008-00034285 in and for the records of Lafayette Parish, Louisiana

ARTICLE III, “CONSIDERATION”, is hereby amended to delete the fourth and fifth paragraphs of Article III (a), which read as follows:

Every fifth (5^th) year of the Primary term, the LAC and LESSEE may agree to cause a revised current fair market rental value appraisal to be performed and LESSEE shall, beginning on the next following anniversary date of the Lease, pay, as an annual rental, the current fair market rental value of the property and improvements as appraised, in twelve equal monthly installments, on the first day of each month with Consumer Price Index adjustments as hereinabove described for each subsequent year.

In the event LESSEE objects to the appraisal performed for the purpose of determining current fair market rental value as hereinabove provided, LESSEE shall so notify LAC, in writing, by Certified Mail, within fifteen (15) days of LESSEE’s receipt of said appraisal. Thereafter, LESSEE shall be given the opportunity to select its own appraiser for the purpose of establishing current fair market rental value and upon approval of said appraiser, by LAC, current fair market rental value shall be set as determined by LESSEE’s appraiser. The foregoing notwithstanding, should LAC object to the appraisal performed by LESSEE’s chosen appraiser, a third appraisal shall be made by an individual selected by the appraiser chosen by LESSEE and by the appraiser chosen by LAC; said third appraisal shall then be binding upon the parties. The cost of said third appraisal shall be shared by the parties hereto.

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Except as specifically modified herein, all other terms, covenants and conditions of the Lease will continue in full force and effect.

IN WITNESS WHEREOF, the undersigned party hereto has executed this Second Amendment to Lease on the 13^th day of May, 2013, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:		LAFAYETTE AIRPORT COMMISSION
/s/ Rene Cotton		BY:	/s/ Carroll B. Robichaux Jr
/s/ Cindy McDaniel			Carroll B. Robichaux, Chairman

/s/ Tina Lation

NOTARY PUBLIC

51041

IN WITNESS WHEREOF, the undersigned party hereto has executed this Second Amendment to Lease on the 10^th day of May, 2013, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:		PHI, INC.
/s/ Brian Dale		BY:	/s/ Trudy McConnaughhay
			Trudy McConnaughhay, Chief Financial Officer
/s/ Janice Johnson

/s/ Mary E. Johnson

NOTARY PUBLIC

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared Carroll B. Robichaux, who first being by me duly sworn, did depose and state that he is the Chairman of the Lafayette Airport Commission, that said instrument was signed on behalf of said Lafayette Airport Commission by authority of it’s Commissioners and that he acknowledged said instrument to be the free act and deed of said Lafayette Airport Commission.

/s/ Carroll B. Robichaux Jr

Carroll B. Robichaux

SWORN TO AND SUBSCRIBED before me, this 13^th day of May, 2013.

/s/ Tina Lation

NOTARY PUBLIC

51041

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared Trudy McConnaughhay, who first being by me duly sworn, did depose and state that she is the Chief Financial Officer of PHI, Inc. that said instrument was signed on behalf of said PHI, Inc. by authority of its Board of Directors and that she acknowledged said instrument to be the free act and deed of PHI, Inc.

/s/ Trudy McConnaughhay

Trudy McConnaughhay, Chief Financial Officer

SWORN TO AND SUBSCRIBED before me, this 10^th day of May, 2013.

/s/ Mary E. Johnson

NOTARY PUBLIC

RESOLUTION # 2013-04-R1-04

LAFAYETTE AIRPORT COMMISSION

LAFAYETTE AIRPORT COMMISSION LAFAYETTE REGIONAL AIRPORT

An extract from the Minutes of the Lafayette Airport Commission, Lafayette, Louisiana, taken at a Regular Meeting, held on, Wednesday, April 10, 2013 at five-thirty (5:30 p.m.) o’clock

Resolution No. #2013-04-Rl-04

#2013-04-R1-04 Agenda Item # E - Amendment to Leases (Landmark - FBO & PHI - 2001 SE Evangeline Thruway) Approval - STAFF RECOMMENDS APPROVAL - The LAC at its January 9, 2013 meeting discussed amending airport leases to remove language from those that required an appraisal during the primary term of the lease. On Jan. 29^th, there was a working group meeting (Mr. Segura, Mr. Robichaux, and Staff) to review the leases. There are two leases (Landmark - FBO & PHI - 2001 SE Evangeline Thruway) that state an appraisal will be done during the primary term of the lease. Legal provided amendments for both leases and they are attached.

MOTION: Commissioner Spurgeon moved that the Lafayette Airport Commission approve the Consensus Items C, - E, G-I and K - O as presented on the April 10, 2013 LAC Regular Meeting Agenda. The motion was seconded by Commissioner Garrett and the vote was as follows:

AYES: Garrett, Guilbeau, Segura, Skinner, Spurgeon

NAYS:

ABSENT: Cruse

MOTION CARRIES

IN FAITH WHEREOF, I have hereunder set my hand and the official seal of the Lafayette Airport Commission, Lafayette, Louisiana, on this 11^th day of April, 2013.

/s/ Gregory M. Roberts

Gregory M. Roberts, A.A.E.

Director of Aviation

222 Tower Drive  •  Lafayette, LA 70508

337-266-4400, Ext. 6,1 •  Fx: 337-266-4410  • e-mail: airport@Iftairport.com

CORPORATE RESOLUTION

PHI, INC.

(ATTACH COPY)

PHI Inc.

Secretary Certificate

I, Trudy McConnaughhay, the undersigned Secretary of PHI Inc., do hereby certify that the below resolution is a true resolution adopted at the February 28, 2013, Board of Directors meeting.

After further discussion, on motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that Trudy M. McConnaughhay, the Chief Financial Officer and Secretary of the Company (the “Authorized Officer”), is hereby authorized, empowered, and directed in the name and on behalf of PHI, Inc. (the “Company”) and its subsidiaries to negotiate, execute and deliver all agreements, documents, certificates and instruments necessary or appropriate to effectuate amendments to each of two leases by and between the Lafayette Airport Commission and the Company, one recorded on April 16, 1999, as amended (the “1999 Lease”) and one recorded on August 23, 2005 (the “2005 Lease”) in order to remove language requiring a revised current fair market rental value appraisal to be performed every fifth year of the primary term of the leases, more particularly, by deleting the fourth and fifth paragraphs of Article III (a) of the 1999 Lease and by deleting the third and fourth paragraphs of Article III (a) of the 2005 Lease, all in such form as the Authorized Officer may deem necessary or advisable, in her sole discretion, such necessity or advisability to be evidenced by her execution and delivery thereof.

Lafayette, Louisiana, this 2nd day of May, 2013.

/s/ Trudy McConnaughhay

Trudy McConnaughhay

Secretary

EX-10.22

Exhibit 10.22

Lafayette Parish Recording Page

Louis J. Perret

Clerk of Court

P.O. Box 2009

Lafayette, LA 70502-2009

(337) 291-6400

 First VENDOR

 LAFAYETTE AIRPORT COMMISSION

 First VENDEE

 LAFAYETTE AIRPORT COMMISSION

— —

Index Type:  CONVEYANCES Type of Document: AMENDMENT	File Number: 2020-00033167
Recording Pages :   11

Recorded Information

I hereby certify that the attached document was filed for registry and recorded in the Clerk of Court’s office for Lafayette Parish, Louisiana.

/s/ Louis J. Penet

Clerk of Court

On (Recorded Date): 09/15/2020   At (Recorded Time): 2:42:28PM

Do Not Detach this Recording Page from Original Document

THIRD AMENDMENT TO

“APPENDIX D – LEASE”

INFRASTRUCTURE COMPLEX

S.E. EVANGELINE THRUWAY – 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

STATE OF LOUISIANA

PARISH OF LAFAYETTE

KNOW ALL MEN BY THESE PRESENTS that before the undersigned Notaries and Witnesses, and on the dates hereinafter described, personally came and appeared:

The LAFAYETTE AIRPORT COMMISSION, a body politic, domiciled in the Parish of Lafayette, Louisiana, herein represented by Paul Segura, its Chairman, authorized by resolution of said Commission, a copy of which is attached hereto and made a part hereof (hereinafter referred to as “LAC”); and

PHI AVIATION, LLC (formerly, PHI, Inc.), a Louisiana limited liability company duly authorized and conducting business in the State of Louisiana, herein represented by James D. Hinch, its Chief Administrative Officer, duly authorized by resolution of its Board of Directors, a copy of which is attached hereto and made a part hereof (hereinafter “LESSEE”).

who, upon the following terms and conditions, do hereby agree to amend that certain Lease entered into by and between LAC and LESSEE and recorded on April 16, 1999 as original entry no. 99-015231 in and for the records of Lafayette Parish, Louisiana (hereinafter “Lease”), as amended by an “Amendment to Lease” entered into by and between LAC and LESSEE and recorded on August 13, 2008 as original entry no. 2008-00034285 in and for the records of Lafayette Parish, Louisiana, and as further amended by a “Second Amendment to Lease” entered into by and between LAC and LESSEE and recorded on May 15, 2013 as original entry no. 2013-00019822 in and for the records of Lafayette Parish, Louisiana.

I.

ARTICLE II, “TERMS,” is hereby amended to delete the first sentence of Article II, which reads as follows:

This Lease Agreement shall have a primary term of twenty (20) years, commencing on the date of occupancy of the initial phase of improvements, and ending on the twenty (20^th) anniversary of the foregoing date.

and replacing it with the following sentence:

This Lease Agreement shall have a primary term of twenty (20) years and six (6) months, commencing on August 1, 2001, and ending on January 31, 2022.

1

For the avoidance of doubt, in the event LESSEE desires to exercise its option to renew for the first five (5) year option period, commencing at the expiration of the primary term, LESSEE shall notify the LAC of such exercise in writing, by Certified Mail, no later than January 31, 2021.

II.

The parties hereby agree to add the following provisions to the Lease. Any conflicting term, covenant, or condition in the Lease is hereby superseded.

A.

GENERAL CIVIL RIGHTS PROVISIONS

The Lessee agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the Lessee transfers its obligation to another, the transferee is obligated in the same manner as the Lessee.

This provision obligates the Lessee for the period during which the property is owned, used or possessed by the Lessee and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

B.

COMPLIANCE WITH NONDISCRIMINATION REQUIREMENTS

During the performance of this contract, the Lessee, for itself, its assignees and successors in interest (hereinafter referred to as the “Lessee”), agrees as follows:

1. Compliance with Regulations: The Lessee (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which arc herein incorporated by reference and made a part of this contract.

2. Nondiscrimination: The Lessee, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Lessee will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Lessee for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Lessee of the contractor’s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

4. Information and Reports: The Lessee will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by

2

the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Lessee will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of a Lessee’s noncompliance with the non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including but not limited to:

a. Withholding payments to the Lessee under the contract until the Lessee complies; and/or

b. Cancelling, terminating, or suspending a contract, in whole or in part.

6. Incorporation of Provisions: The Lessee will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Lessee will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Lessee becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Lessee may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Lessee may request the United States to enter into the litigation to protect the interests of the United States.

C.

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR

IMPROVED UNDER THE AIRPORT IMPROVEMENT PROGRAM

A. The Lessee for itself/himself/herself, its/his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that:

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this lease for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

B. With respect to contracts and leases, in the event of breach of any of the above Nondiscrimination covenants, Lafayette Airport Commission will have the right to terminate the contract or lease and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the contract or lease had never been made or issued.

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D.

TITLE VI LIST OF PERTINENT NONDISCRIMINATION

ACTS AND AUTHORITIES

During the performance of this contract, the Lessee, for itself, its assignees, and successors in interest (hereinafter referred to as the “Lessee”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:

• Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin);

• 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

• Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27;

• The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age);

• Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex);

• The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities arc Federally funded or not);

• Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;

• The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;

• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);

4

• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq).

Except as specifically modified herein, all other terms, covenants and conditions of the Lease will continue in full force and effect.

[Signature pages follow]

5

IN WITNESS WHEREOF, the undersigned party hereto has executed this Second Amendment to Lease on the 28 day of August, 2020, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:	LAFAYETTE AIRPORT COMMISSION
/s/ [ILLEGIBLE]	By:	/s/ Paul Segura
	Name:	Paul Segura
/s/ Cindy McDaniel	Title:	Chairman

/s/ Aline S. Nelson

NOTARY PUBLIC

6

IN WITNESS WHEREOF, the undersigned party hereto has executed this Second Amendment to Lease on the 4 day of August, 2020, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:	PHI AVIATION, LLC
	By:	/s/ James D. Hinch
	Name:	James D. Hinch
	Title:	Chief Administrative Officer

/s/ LAURIE ELIZABETH HARGRODER

NOTARY PUBLIC

LAURIE ELIZABETH HARGRODER Notary Public Notary ID 66656 Lafayette Parish, Louisiana My Commission Expires at Death

7

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared Paul Segura, who first being by me duly sworn, did depose and state that he is the Chairman of the Lafayette Airport Commission, that said instrument was signed on behalf of said Lafayette Airport Commission by authority of its Commissioners and that he acknowledged said instrument to be the free act and deed of said Lafayette Airport Commission.

/s/ PAUL SEGURA

PAUL SEGURA

SWORN TO AND SUBSCRIBED before me,

Notary, on this 28 day of August, 2020.

/s/ Aline S. Nelson

NOTARY PUBLIC

8

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared James D. Hinch, who first being by me duly sworn, did depose and state that he is the Chief Administrative Officer of PHI Aviation, LLC, that said instrument was signed on behalf of said PHI Aviation, LLC, by authority of its Board of Managers and that he acknowledged said instrument to be the free act and deed of said PHI Aviation, LLC.

/s/ JAMES D. HINCH

JAMES D. HINCH

SWORN TO AND SUBSCRIBED before me,

Notary, on this 4 day of August, 2020.

/s/ LAURIE ELIZABETH HARGRODER

NOTARY PUBLIC

LAURIE ELIZABETH HARGRODER Notary Public Notary ID 66656 Lafayette Parish, Louisiana My Commission Expires at Death

9

PHI AVIATION, LLC

Manager Certificate

I, Scott Mclarty, the undersigned manager of PHI Aviation, LLC (the “Company”), do hereby certify that the below resolution is a true resolution adopted at the July  , 2020 Board of Managers meeting.

After further discussion, on motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that James D. Hinch, the Chief Administrative Officer of the Company (the “Authorized Officer”), is hereby authorized, empowered and directed in the name and on behalf of the Company to negotiate, execute and deliver all agreements, documents, certificates and instruments necessary or appropriate to effectuate the amendment to that certain lease by and between the Lafayette Airport Commission and the Company, dated April 1, 1999 and recorded on April 16, 1999, as the same has been amended from time-to-time (the “Infrastructure Lease”) in order to extend the primary term for an additional six (6) months such that the primary term will now expire on January 31, 2022, all in such form as the Authorized Officer may deem necessary or advisable, in his sole discretion, such necessity or advisability to be evidenced by his execution and delivery thereof.

Lafayette, Louisiana, this 4 day of August, 2020.

/s/ Scott McCarty

10

EX-10.23

Exhibit 10.23

FOURTH AMENDMENT TO

“APPENDIX D – LEASE”

INFRASTRUCTURE COMPLEX

S.E. EVANGELINE THRUWAY – 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

STATE OF LOUISIANA

PARISH OF LAFAYETTE

KNOW ALL MEN BY THESE PRESENTS that before the undersigned Notaries and Witnesses, and on the dates hereinafter described, personally came and appeared:

The LAFAYETTE AIRPORT COMMISSION, a body politic, domiciled in the Parish of Lafayette, Louisiana, herein represented by John Hebert, its Chairman, authorized by resolution of said Commission, a copy of which is attached hereto and made a part hereof (hereinafter referred to as “LAC”); and

PHI AVIATION, LLC (formerly, PHI, Inc.), a Louisiana limited liability company duly authorized and conducting business in the State of Louisiana, herein represented by James D. Hinch, its Chief Administrative Officer, duly authorized by resolution of its Board of Directors, a copy of which is attached hereto and made a part hereof (hereinafter “LESSEE”).

who, upon the following terms and conditions, do hereby agree to amend, effective January 31, 2022, that certain Lease entered into by and between LAC and LESSEE and recorded on April 16, 1999 as original entry no. 99-015231 in and for the records of Lafayette Parish, Louisiana (hereinafter “Lease”), as amended by an “Amendment to Lease” entered into by and between LAC and LESSEE and recorded on August 13, 2008 as original entry no. 2008-00034285 in and for the records of Lafayette Parish, Louisiana, and as further amended by a “Second Amendment to Lease” entered into by and between LAC and LESSEE and recorded on May 15, 2013 as original entry no. 2013-00019822 in and for the records of Lafayette Parish, Louisiana, and as further amended by a “Third Amendment to Lease” entered into by and between LAC and LESSEE on August 28, 2020 and August 4,2020, respectively, and recorded on September 15, 2020 as original entry no. 2020-00033167 in and for the records of Lafayette Parish, Louisiana.

I.

ARTICLE II, “TERMS,” is hereby deleted and substituted with the following:

This Lease Agreement shall have a primary term of twenty-one (21) years, commencing on August 1, 2001, and ending on July 31, 2022. LESSEE and the LAC shall have the option to renew this Lease Agreement for three (3) successive additional periods of five (5) years each, from the expiration of the primary term. In the event that LESSEE desires to exercise its option to renew for the first five (5) year option period, commencing at the expiration of the primary term, then and in that event LESSEE shall notify the LAC in writing, by Certified Mail of its intent to renew four (4) months prior to the expiration of the primary term. In the event

1

IN WITNESS WHEREOF, the undersigned party hereto has executed this Fourth Amendment to Lease on the 9^th day of February, 2022, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:	LAFAYETTE AIRPORT COMMISSION
/s/ Jennifer Comeaux	By:	/s/ John Hebert
Signature		John Hebert, Chairman
Print Name: Jennifer Comeaux
/s/ Cindy McDaniel
Signature
Print Name: Cindy McDaniel

/s/ Aline Nelson

NOTARY PUBLIC

Print Name: Aline S. Nelson

Notary/Bar Roll No.: 1028

My Commission Expires: at death

2

IN WITNESS WHEREOF, the undersigned party hereto has executed this Fourth Amendment to Lease on the 3^rd day of February, 2022, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:	PHI AVIATION, LLC
	By:	James D. Hinch
Signature		James D. Hinch
Print Name:		Chief Administrative Officer
Signature
Print Name:

/s/ Laurie E. Hargroder

NOTARY PUBLIC

Print Name: Laurie E. Hargroder

Notary/Bar Roll No.: 66656

My Commission Expires: at death

3

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared John Hebert, who first being by me duly sworn, did depose and state that he is the Chairman of the Lafayette Airport Commission, that said instrument was signed on behalf of said Lafayette Airport Commission by authority of its Commissioners and that he acknowledged said instrument to be the free act and deed of said Lafayette Airport Commission.

/s/ John Hebert

John Hebert

SWORN TO AND SUBSCRIBED before me, Notary, on this 9^th day of February, 2022.

/s/ Aline S. Nelson

NOTARY PUBLIC

Print Name: Aline S. Nelson

Notary/Bar Roll No.: 1028

My Commission Expires: at death

4

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared James D. Hinch, who first being by me duly sworn, did depose and state that he is the Chief Administrative Officer of PHI Aviation, LLC, that said instrument was signed on behalf of said PHI Aviation, LLC, by authority of its Board of Managers and that he acknowledged said instrument to be the free act and deed of said PHI Aviation, LLC.

/s/ James D. Hinch

James D. Hinch

SWORN TO AND SUBSCRIBED before me, Notary, on this 3^rd day of February, 2022.

/s/ Laurie E. Hargroder

NOTARY PUBLIC

Print Name: Laurie E. Hargroder

Notary/Bar Roll No.: 66656

My Commission Expires: at death

5

PHI AVIATION, LLC

Manager Certificate

I, Keith Mullett, the undersigned manager of PHI Aviation, LLC (the “Company”), do hereby certify that the below resolution is a true resolution adopted at the Jan, 2022 Board of Managers meeting.

After further discussion, on motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that James D. Hinch, the Chief Administrative Officer of the Company (the “Authorized Officer”), is hereby authorized, empowered and directed in the name and on behalf of the Company to negotiate, execute and deliver all agreements, documents, certificates and instruments necessary or appropriate to effectuate the amendment to that certain lease by and between the Lafayette Airport Commission and the Company, dated April 1, 1999 and recorded on April 16, 1999, as the same has been amended from time-to-time (the “Infrastructure Lease”) in order to extend the primary term for an additional six (6) months such that the primary term will now expire on July 31, 2022, all in such form as the Authorized Officer may deem necessary or advisable, in his sole discretion, such necessity or advisability to be evidenced by his execution and delivery thereof.

Lafayette, Louisiana, this 2 day of feb, 2022.

/s/ Keith Mullett

6

EX-10.24

Exhibit 10.24

Lafayette Parish Recording Page

Louis J. Perret

Clerk of Court

P.O. Box 2009

Lafayette, LA 70502-2009

(337) 291-6400

First VENDOR

LAFAYETTE AIRPORT COMMISSION

First VENDEE

LAFAYETTE AIRPORT COMMISSION

Index Type : CONVEYANCES	File Number : 2022-00020382
Type of Document : AMENDMENT
Recording Pages : 8

Recorded Information

I hereby certify that the attached document was filed for registry and recorded in the Clerk of Court’s office for Lafayette Parish, Louisiana.

/s/ Louis J. Perret

Clerk of Court

On (Recorded Date): 05/19/2022   At (Recorded Time): 1:11:16PM   CLERK OF COURT LOUIS J. PERRET Parish of Lafayette I certify that this is a true copy of the attached document that was filed for registry and Recorded 05/19/2022 at 1:11:16 File Number 2022-00020382

Doc ID - 043876680008	/s/ Kellie Miller
	Deputy Clerk

Do not Detach this Recording Page from Original Document

FIFTH AMENDMENT TO

“APPENDIX D - LEASE”

INFRASTRUCTURE COMPLEX

S.E. EVANGELINE THRUWAY - 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

STATE OF LOUISIANA

PARISH OF LAFAYETTE

KNOW ALL MEN BY THESE PRESENTS that before the undersigned Notaries and Witnesses, and on the dates hereinafter described, personally came and appeared:

The LAFAYETTE AIRPORT COMMISSION, a body politic, domiciled in the Parish of Lafayette, Louisiana, herein represented by John E. Hebert, its Chairman, authorized by resolution of said Commission, a copy of which is attached hereto and made a part hereof (hereinafter referred to as “LAC”); and

PHI AVIATION, LLC (formerly, PHI, Inc.), a Louisiana limited liability company duly authorized and conducting business in the State of Louisiana, herein represented by James D. Hinch, its Chief Administrative Officer, duly authorized by resolution of its Board of Directors, a copy of which is attached hereto and made a part hereof (hereinafter “LESSEE”).

who, upon the following terms and conditions, do hereby agree to amend that certain Lease entered into by and between LAC and LESSEE and recorded on April 16, 1999 as original entry no. 99-015231 in and for the records of Lafayette Parish, Louisiana (hereinafter “Lease”), as amended by an “Amendment to Lease” entered into by and between LAC and LESSEE and recorded on August 13, 2008 as original entry no. 2008-00034285 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Second Amendment to Lease” entered into by and between LAC and LESSEE and recorded on May 15, 2013 as original entry no. 2013-00019822 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Third Amendment to Lease’” entered into by and between LAC and LESSEE on August 28, 2020 and August 4, 2020, respectively, and recorded on September 15, 2020 as original entry no. 2020-00033167 in and for the records of Lafayette Parish, Louisiana, and as further amended by a “Fourth Amendment to Lease” entered into by and between LAC and LESSEE on February 9, 2022 and February 3, 2022, respectively, and recorded on February 18, 2022 as original entry no. 2022-00007001 in and for the records of Lafayette Parish, Louisiana.

1

I.

ARTICLE II, “TERMS,” is hereby deleted and substituted with the following:

This Lease Agreement shall have a primary term of twenty-one (21) years and five (5) months, commencing on August 1, 2001, and ending on December 31, 2022. LESSEE and the LAC shall have the option to renew this Lease Agreement for three (3) successive additional periods of five (5) years each, from the expiration of the primary term. In the event that LESSEE desires to exercise its option to renew for the first five (5) year option period, commencing at the expiration of the primary term, then and in that event LESSEE shall notify the LAC in writing, by Certified Mail of its intent to renew four (4) months prior to the expiration of the primary term. In the event that LESSEE should desire or elect to exercise the second five (5) year option to renew, then and in that event, LESSEE shall notify LAC in writing by Certified Mail of its intent to exercise the second five (5) year option term at least one (1) year prior to the expiration of the first option term; and, lastly, in the event LESSEE elects to exercise the third five (5) year option period, then and in that event LESSEE shall notify LAC in writing by Certified Mail of its intention to renew at least one (1) year prior to the expiration of the second option term. The primary term, as well as the terms and considerations thereof and of all the option periods, if so exercised, shall be with the following conditions and qualifications as hereinafter set forth.

For the avoidance of doubt, in the event LESSEE desires to exercise its option to renew for the first five (5) year option period, commencing at the expiration of the primary term, LESSEE shall notify the LAC of such exercise in writing, by Certified Mail, no later than August 31, 2022.

[Signature pages follow]

2

IN WITNESS WHEREOF, the undersigned party hereto has executed this Fifth Amendment to Lease on the 5^th day of May, 2022, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:	LAFAYETTE AIRPORT COMMISSION
/s/ Jennifer Comeaux	By:	/s/ John E. Hebert
Signature		John E. Hebert, Chairman
Print Name: Jennifer Comeaux
/s/ Cindy McDaniel
Signature
Print Name: Cindy McDaniel

/s/ Aline S. Nelson

NOTARY PUBLIC

Print Name: Aline S. Nelson

Notary/Bar Roll No.: 1028

My Commission Expires: at death

3

IN WITNESS WHEREOF, the undersigned party hereto has executed this Fifth Amendment to Lease on the 22^nd day of April, 2022, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:	PHI AVIATION, LLC
/s/ John David Ellyson	By:	/s/ James D. Hinch
Signature		James D. Hinch
Print Name: John David Ellyson		Chief Administrative Officer
/s/ April Howard
Signature
Print Name: April Howard

/s/ Laurie E. Hargroder

NOTARY PUBLIC

Print Name: Laurie E. Hargroder

Notary/Bar Roll No.: 66656

My Commission Expires: at death

LAURIE ELIZABETH HARGRODER Notary Public Notary ID 66656 Lafayette Parish, Louisiana My Commission Expires at Death

4

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared John E. Hebert, who first being by me duly sworn, did depose and state that he is the Chairman of the Lafayette Airport Commission, that said instrument was signed on behalf of said Lafayette Airport Commission by authority of its Commissioners and that he acknowledged said instrument to be the free act and deed of said Lafayette Airport Commission.

/s/ John E. Hebert

John E. Hebert

SWORN TO AND SUBSCRIBED before me, Notary, on this 5^th day of May, 2022.

/s/ Aline S. Nelson

NOTARY PUBLIC

Print Name: Aline S. Nelson

Notary/Bar Roll No.: 1028

My Commission Expires: at death

5

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared James D. Hinch, who first being by me duly sworn, did depose and state that he is the Chief Administrative Officer of PHI Aviation, LLC, that said instrument was signed on behalf of said PHI Aviation, LLC, by authority of its Board of Managers and that he acknowledged said instrument to be the free act and deed of said PHI Aviation, LLC.

/s/ James D. Hinch

James D. Hinch

SWORN TO AND SUBSCRIBED before me, Notary, on this 22 ^nd day of April, 2022.

/s/ Laurie E. Hargroder

NOTARY PUBLIC

Print Name: Laurie E. Hargroder

Notary/Bar Roll No.: 66656

My Commission Expires: at death

LAURIE ELIZABETH HARGRODER Notary Public Notary ID 66656 Lafayette Parish, Louisiana My Commission Expires at Death

6

PHI AVIATION, LLC

Manager Certificate

I, Scott McCarty, the undersigned manager of PHI Aviation, LLC (the “Company”), do hereby certify that the below resolution is a true resolution adopted at the Jan, 2022 Board of Managers meeting.

After further discussion, on motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that James D. Hinch, the Chief Administrative Officer of the Company (the “Authorized Officer”), is hereby authorized, empowered and directed in the name and on behalf of the Company to negotiate, execute and deliver all agreements, documents, certificates and instruments necessary or appropriate to effectuate the amendment to that certain lease by and between the Lafayette Airport Commission and the Company, dated April 1, 1999 and recorded on April 16, 1999, as the same has been amended from time-to-time (the “Infrastructure Lease”) in order to extend the primary term for an additional five (5) months such that the primary term will now expire on December 31, 2022, all in such form as the Authorized Officer may deem necessary or advisable, in his sole discretion, such necessity or advisability to be evidenced by his execution and delivery thereof.

Lafayette, Louisiana, this 26 day of April, 2022.

/s/ Scott McCarty

7

EX-10.25

Exhibit 10.25

Lafayette Parish Recording Page

Louis J. Perret

Clerk of Court

P.O. Box 2009

Lafayette, LA 70502-2009

(337) 291-6400

First VENDOR

LAFAYETTE AIRPORT COMMISSION

First VENDEE

LAFAYETTE AIRPORT COMMISSION

Index Type : CONVEYANCES	File Number : 2022-00043778
Type of Document: AMENDMENT
Recording Pages : 8

Recorded Information

I hereby certify that the attached document was filed for registry and recorded in the Clerk of Court’s office for Lafayette Parish, Louisiana.

/s/ Louis J. Perret

Cleart of Court

On (Recorded Date): 11/10/2022   At (Recorded Time): 11:36:19AM CLERK OF COURT LOUIS J. PERRET Parish of Lafayette I certify that is a true copy of the attached document that was filed for registry and Recorded 11/10/2022 at 11:36:19 File Number 2022-00043778

	/s/ Brittany Griffin
	Deputy Clerk

Doc ID - 044161260008

Do not Detach this Recording Page from Original Document

SIXTH AMENDMENT TO

“APPENDIX D – LEASE”

INFRASTRUCTURE COMPLEX

S.E. EVANGELINE THRUWAY – 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

STATE OF LOUISIANA

PARISH OF LAFAYETTE

KNOW ALL MEN BY THESE PRESENTS that before the undersigned Notaries and Witnesses, and on the dates hereinafter described, personally came and appeared:

The LAFAYETTE AIRPORT COMMISSION, a body politic, domiciled in the Parish of Lafayette, Louisiana, herein represented by John E. Hebert, its Chairman, authorized by resolution of said Commission, a copy of which is attached hereto and made a part hereof (hereinafter referred to as “LAC”); and

PHI AVIATION, LLC (formerly, PHI, Inc.), a Louisiana limited liability company duly authorized and conducting business in the State of Louisiana, herein represented by James D. Hinch, its Chief Administrative Officer, duly authorized by resolution of its Board of Directors, a copy of which is attached hereto and made a part hereof (hereinafter “LESSEE”).

who, upon the following terms and conditions, do hereby agree to amend that certain Lease entered into by and between LAC and LESSEE and recorded on April 16, 1999 as original entry no. 99-015231 in and for the records of Lafayette Parish, Louisiana (hereinafter “Lease”), as amended by an “Amendment to Lease” entered into by and between LAC and LESSEE and recorded on August 13, 2008 as original entry no. 2008-00034285 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Second Amendment to Lease” entered into by and between LAC and LESSEE and recorded on May 15, 2013 as original entry no. 2013-00019822 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Third Amendment to Lease” entered into by and between LAC and LESSEE on August 28, 2020 and August 4, 2020, respectively, and recorded on September 15, 2020 as original entry no. 2020-00033167 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Fourth Amendment to Lease” entered into by and between LAC and LESSEE on February 9, 2022 and February 3, 2022, respectively, and recorded on February 18, 2022 as original entry no. 2022-00007001 in and for the records of Lafayette Parish, Louisiana, and as further amended by a “Fifth Amendment to Lease” entered into by and between LAC and LESSEE on May 5, 2022 and April 22, 2022, respectively, and recorded on May 19, 2022 as original entry no. 2022-00020382 in and for the records of Lafayette Parish, Louisiana.

1

I.

ARTICLE II, “TERMS,” is hereby deleted and substituted with the following:

This Lease Agreement shall have a primary term of twenty-one (21) years and eleven (11) months, commencing on August 1, 2001, and ending on June 30, 2023. LESSEE and the LAC shall have the option to renew this Lease Agreement for three (3) successive additional periods of five (5) years each, from the expiration of the primary term. In the event that LESSEE desires to exercise its option to renew for the first five (5) year option period, commencing at the expiration of the primary term, then and in that event LESSEE shall notify the LAC in writing, by Certified Mail of its intent to renew three (3) months prior to the expiration of the primary term. In the event that LESSEE should desire or elect to exercise the second five (5) year option to renew, then and in that event, LESSEE shall notify LAC in writing by Certified Mail of its intent to exercise the second five (5) year option term at least one (1) year prior to the expiration of the first option term; and, lastly, in the event LESSEE elects to exercise the third five (5) year option period, then and in that event LESSEE shall notify LAC in writing by Certified Mail of its intention to renew at least one (1) year prior to the expiration of the second option term. The primary term, as well as the terms and considerations thereof and of all the option periods, if so exercised, shall be with the following conditions and qualifications as hereinafter set forth.

For the avoidance of doubt, in the event LESSEE desires to exercise its option to renew for the first five (5) year option period, commencing at the expiration of the primary term, LESSEE shall notify the LAC of such exercise in writing, by Certified Mail, no later than March 31, 2023.

[Signature pages follow]

2

IN WITNESS WHEREOF, the undersigned party hereto has executed this Sixth Amendment to Lease on the 26^th day of October, 2022, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:	LAFAYETTE AIRPORT COMMISSION
/s/ Jennifer Comeaux	By:	/s/ John E. Hebert
Signature		John E. Hebert, Chairman
Print Name: Jennifer Comeaux
/s/ Cindy McDaniel
Signature
Print Name: Cindy McDaniel

/s/ Aline S. Nelson

NOTARY PUBLIC

Print Name: Aline S. Nelson

Notary/Bar Roll No.: 1028

My Commission Expires: at death

3

IN WITNESS WHEREOF, the undersigned party hereto has executed this Sixth Amendment to Lease on the 21^st day of October, 2022, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:	PHI AVIATION, LLC
/s/ April Howard	By:	/s/ James D. Hinch
Signature		James D. Hinch
Print Name: April Howard		Chief Administrative Officer
/s/ Allison Schilhab
Signature
Print Name: Allison Schilhab

/s/ Laurie E. Hargroder

NOTARY PUBLIC

Print Name: Laurie E. Hargroder

Notary/Bar Roll No.: 66656

My Commission Expires: at death

LAURIE ELIZABETH HARGRODER Notary Public Notary ID 66656 Lafayette Parish, Louisiana My Commission Expires at Death

4

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared John E. Hebert, who first being by me duly sworn, did depose and state that he is the Chairman of the Lafayette Airport Commission, that said instrument was signed on behalf of said Lafayette Airport Commission by authority of its Commissioners and that he acknowledged said instrument to be the free act and deed of said Lafayette Airport Commission.

/s/ John E. Hebert

John E. Hebert

SWORN TO AND SUBSCRIBED before me, Notary, on this 26^th day of October, 2022.

/s/ Aline S. Nelson

NOTARY PUBLIC

Print Name: Aline S. Nelson

Notary/Bar Roll No.: 1028

My Commission Expires: at death

5

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared James D. Hinch, who first being by me duly sworn, did depose and state that he is the Chief Administrative Officer of PHI Aviation, LLC, that said instrument was signed on behalf of said PHI Aviation, LLC, by authority of its Board of Managers and that he acknowledged said instrument to be the free act and deed of said PHI Aviation, LLC.

/s/ James D. Hinch

James D. Hinch

SWORN TO AND SUBSCRIBED before me, Notary, on this 21^st day of October, 2022.

/s/ Laurie E. Hargroder

NOTARY PUBLIC

Print Name: Laurie E. Hargroder

Notary/Bar Roll No.: 66656

My Commission Expires: at death

LAURIE ELIZABETH HARGRODER Notary Public Notary ID 66656 Lafayette Parish, Louisiana My Commission Expires at Death

6

PHI AVIATION, LLC

Manager Certificate

I, Keith Mullett, the undersigned manager of PHI Aviation, LLC (the “Company”), do hereby certify that the below resolution is a true resolution adopted at the      , 2022 Board of Managers meeting.

After further discussion, on motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that James D. Hinch, the Chief Administrative Officer of the Company (the “Authorized Officer”), is hereby authorized, empowered and directed in the name and on behalf of the Company to negotiate, execute and deliver all agreements, documents, certificates and instruments necessary or appropriate to effectuate the amendment to that certain lease by and between the Lafayette Airport Commission and the Company, dated April 1, 1999 and recorded on April 16, 1999, as the same has been amended from time-to-time (the “Infrastructure Lease”) in order to extend the primary term for an additional six (6) months such that the primary term will now expire on June 30, 2023, all in such form as the Authorized Officer may deem necessary or advisable, in his sole discretion, such necessity or advisability to be evidenced by his execution and delivery thereof.

Lafayette, Louisiana, this 21^st day of October, 2022.

/s/ Keith Mullett

7

EX-10.26

Exhibit 10.26

Lafayette Parish Recording Page

Louis J. Perret

Clerk of Court

P.O. Box 2009

Lafayette, LA 70502-2009

(337) 291-6400

First VENDOR

 LAFAYETTE AIRPORT COMMISSION

First VENDEE 

 LAFAYETTE AIRPORT COMMISSION

Index Type : CONVEYANCES	File Number: 2023-00019280
Type of Document: AMENDMENT

Recording Pages : 8

Recorded Information

I hereby certify that the attached document was filed for registry and recorded in the Clerk of Court’s office for Lafayette Parish, Louisiana.

		/s/ Louis J. Perret
		Clerk of Court
		CLERK OF COURT
		LOUIS J. PERRET
On (Recorded Date): 06/20/2023		Parish of Lafayette I certify that this is a true copy of the attached document that was filed for registry and
At (Recorded Time): 1:16:50PM		Recorded 06/20/2023 at 1:16:50
		File Number 2023-00019280
		/s/ Brettany Rasinsew
		Deputy Clerk

Doc ID-044470660008

Do not Detach this Recording Page from Original Document

SEVENTH AMENDMENT TO

“APPENDIX D – LEASE”

INFRASTRUCTURE COMPLEX

S.E. EVANGELINE THRUWAY – 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

STATE OF LOUISIANA

PARISH OF LAFAYETTE

KNOW ALL MEN BY THESE PRESENTS that before the undersigned Notaries and Witnesses, and on the dates hereinafter described, personally came and appeared:

The LAFAYETTE AIRPORT COMMISSION, a body politic, domiciled in the Parish of Lafayette, Louisiana, herein represented by John E. Hebert, its Chairman, authorized by resolution of said Commission, a copy of which is attached hereto and made a part hereof (hereinafter referred to as “LAC”); and

PHI AVIATION, LLC (formerly, PHI, Inc.), a Louisiana limited liability company duly authorized and conducting business in the State of Louisiana, herein represented by Jason Whitley, its Chief Fiancial Officer, duly authorized by resolution of its Board of Directors, a copy of which is attached hereto and made a part hereof (hereinafter “LESSEE”).

who, upon the following terms and conditions, do hereby agree to amend that certain Lease entered into by and between LAC and LESSEE and recorded on April 16, 1999 as original entry no. 99-015231 in and for the records of Lafayette Parish, Louisiana (hereinafter “Lease”), as amended by an “Amendment to Lease” entered into by and between LAC and LESSEE and recorded on August 13, 2008 as original entry no. 2008-00034285 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Second Amendment to Lease” entered into by and between LAC and LESSEE and recorded on May 15, 2013 as original entry no. 2013-00019822 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Third Amendment to Lease” entered into by and between LAC and LESSEE on August 28, 2020 and August 4, 2020, respectively, and recorded on September 15, 2020 as original entry no. 2020-00033167 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Fourth Amendment to Lease” entered into by and between LAC and LESSEE on February 9, 2022 and February 3, 2022, respectively, and recorded on February 18, 2022 as original entry no. 2022-00007001 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Fifth Amendment to Lease” entered into by and between LAC and LESSEE on May 5, 2022 and April 22, 2022, respectively, and recorded on May 19, 2022 as original entry no. 2022-00020382 in and for the records of Lafayette Parish, Louisiana, and as further amended by a “Sixth Amendment to Lease” entered into by and between LAC and LESSEE on October 21, 2022 and October 26, 2022, respectively, and recorded November 10, 2022 as original entry no. 2022-00043778 in and for the records of Lafayette Parish, Louisiana.

1

I.

ARTICLE II, “TERMS,” is hereby deleted and substituted with the following:

This Lease Agreement shall have a primary term of twenty-two (22) years and 30 days, commencing on August 1, 2001, and ending on August 29, 2023.

Except as specifically modified herein, all other terms, covenants and conditions of the Lease will continue in full force and effect.

[Signature pages follow]

2

IN WITNESS WHEREOF, the undersigned party hereto has executed this Seventh Amendment to Lease on the 14^th day of June, 2023, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:	LAFAYETTE AIRPORT COMMISSION
/s/ Steven L. Picou	By:	/s/ John E. Hebert
Signature Print Name: STEVEN L. PICOU		John E. Hebert, Chairman
/s/ Rene Cotton
Signature
Print Name: Rene Cotton

/s/ Todd Swartzendruber NOTARY PUBLIC
Print Name:	Todd Swartzendruber
Notary/Bar Roll No.:	29003
My Commission Expires:	with life

3

IN WITNESS WHEREOF, the undersigned party hereto has executed this Seventh Amendment to Lease on the 14^th day of June, 2023, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:	PHI AVIATION, LLC
/s/ Pat Attaway	By:	/s/ Jason Whitley
Signature		Jason Whitley
Print Name: Pat Attaway		Chief Financial Officer
/s/ JAMES MAWER
Signature
Print Name: JAMES MAWER

/s/ Laurie E. Hargroder NOTARY PUBLIC
Print Name:	Laurie E. Hargroder
Notary/Bar Roll No.:	66656
My Commission Expires:	at death

LAURIE ELIZABETH HARGRODER Notary Public Notary ID 66656 Lafayette Parish, Louisiana My Commission Expires at Death

4

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared John E. Hebert, who first being by me duly sworn, did depose and state that he is the Chairman of the Lafayette Airport Commission, that said instrument was signed on behalf of said Lafayette Airport Commission by authority of its Commissioners and that he acknowledged said instrument to be the free act and deed of said Lafayette Airport Commission.

/s/ John E. Hebert

John E. Hebert

SWORN TO AND SUBSCRIBED before me, Notary, on this 14^th day of June, 2023.

/s/ Todd Swartzendruber NOTARY PUBLIC
Print Name:	Todd Swartzendruber
Notary/Bar Roll No.:	29003
My Commission Expires:	with life

5

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared Jason Whitley, who first being by me duly sworn, did depose and state that he is the Chief Administrative Officer of PHI Aviation, LLC, that said instrument was signed on behalf of said PHI Aviation, LLC, by authority of its Board of Managers and that he acknowledged said instrument to be the free act and deed of said PHI Aviation, LLC.

/s/ Jason Whitley

Jason Whitley

SWORN TO AND SUBSCRIBED before me, Notary, on this 14^th day of June, 2023.

/s/ Laurie E. Hargroder NOTARY PUBLIC
Print Name:	Laurie E. Hargroder
Notary/Bar Roll No.:	66656
My Commission Expires:	at death

LAURIE ELIZABETH HARGRODER Notary Public Notary ID 66656 Lafayette Parish, Louisiana My Commission Expires at Death

6

PHI AVIATION, LLC

Secretary Certificate

I, Richard Rome, the undersigned Secretary of PHI Aviation, LLC (the “Company”), do hereby certify that the below resolution is a true resolution adopted at the June, 2023 Board of Managers meeting.

After further discussion, on motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that Jason Whitley, the Chief Financial Officer of the Company (the “Authorized Officer”), is hereby authorized, empowered and directed in the name and on behalf of the Company to negotiate, execute and deliver all agreements, documents, certificates and instruments necessary or appropriate to effectuate the amendment to that certain lease by and between the Lafayette Airport Commission and the Company, dated April 1, 1999 and recorded on April 16, 1999, as the same has been amended from time-to-time (the “Infrastructure Lease”) in order to extend the primary term for an additional six (6) months such that the primary term will now expire on August 29, 2023, all in such form as the Authorized Officer may deem necessary or advisable, in his sole discretion, such necessity or advisability to be evidenced by his execution and delivery thereof.

Lafayette, Louisiana, this 14^th day of June, 2023.

/s/ Richard Rome

7

EX-10.27

Exhibit 10.27

EIGHTH AMENDMENT TO

“APPENDIX D – LEASE”

INFRASTRUCTURE COMPLEX

S.E. EVANGELINE THRUWAY – 1998

LAFAYETTE REGIONAL AIRPORT

LAFAYETTE, LOUISIANA

STATE OF LOUISIANA

PARISH OF LAFAYETTE

KNOW ALL MEN BY THESE PRESENTS that before the undersigned Notaries and

Witnesses, and on the dates hereinafter described, personally came and appeared:

The LAFAYETTE AIRPORT COMMISSION, a body politic, domiciled in the Parish of Lafayette, Louisiana, herein represented by John E. Hebert, its Chairman, authorized by resolution of said Commission, a copy of which is attached hereto and made a part hereof (hereinafter referred to as “LAC”); and

PHI AVIATION, LLC (formerly, PHI, Inc.), a Louisiana limited liability company duly authorized and conducting business in the State of Louisiana, herein represented by Jason Whitley, its Chief Financial Officer, duly authorized by resolution of its Board of Managers, a copy of which is attached hereto and made a part hereof (hereinafter “LESSEE”).

who, upon the following terms and conditions, do hereby agree to amend that certain Lease entered into by and between LAC and LESSEE and recorded on April 16, 1999 as original entry no. 99-015231 in and for the records of Lafayette Parish, Louisiana (hereinafter “Lease”), as amended by an “Amendment to Lease” entered into by and between LAC and LESSEE and recorded on August 13, 2008 as original entry no. 2008-00034285 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Second Amendment to Lease” entered into by and between LAC and LESSEE and recorded on May 15, 2013 as original entry no. 2013-00019822 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Third Amendment to Lease” entered into by and between LAC and LESSEE on August 28, 2020 and August 4, 2020, respectively, and recorded on September 15, 2020 as original entry no. 2020-00033167 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Fourth Amendment to Lease” entered into by and between LAC and LESSEE on February 9, 2022 and February 3, 2022, respectively, and recorded on February 18, 2022 as original entry no. 2022-00007001 in and for the records of Lafayette Parish, Louisiana, as further amended by a “Fifth Amendment to Lease” entered into by and between LAC and LESSEE on May 5, 2022 and April 22, 2022, respectively, and recorded on May 19, 2022 as original entry no. 2022-00020382 in and for the records of

1

Lafayette Parish, Louisiana, as further amended by a “Sixth Amendment to Lease” entered into by and between LAC and LESSEE on October 21, 2022 and October 26, 2022, respectively, and recorded November 10, 2022 as original entry no. 2022-00043778 in and for the records of Lafayette Parish, Louisiana, and as further amended by a “Seventh Amendment to Lease” entered into by and between LAC and LESSEE on June 14, 2023, and recorded June 20, 2023 as original entry no. 2023-00019280 in and for the records of Lafayette Parish, Louisiana.

I.

ARTICLE II, “TERMS,” is hereby deleted and substituted with the following:

This Lease Agreement shall have a primary term of twenty-two (22) years and 90 days, commencing on August 1, 2001, and ending on October 28, 2023.

Except as specifically modified herein, all other terms, covenants and conditions of the Lease will continue in full force and effect.

[Signature pages follow]

2

IN WITNESS WHEREOF, the undersigned party hereto has executed this Eighth

Amendment to Lease on the    day of         , 2023, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:		LAFAYETTE AIRPORT COMMISSION
		By:
Signature			John E. Hebert, Chairman
Print Name:
Signature
Print Name:

                   

NOTARY PUBLIC

Print Name:               

Notary/Bar Roll No.:            

My Commission Expires:          

3

IN WITNESS WHEREOF, the undersigned party hereto has executed this Eighth Amendment to Lease on the     day of        , 2023, in multiple originals, in the presence of the undersigned competent witnesses and Notary, after due reading of the whole.

WITNESSES:		PHI AVIATION, LLC
		By:
Signature			Jason Whitley
Print Name:			Chief Financial Officer
Signature
Print Name:

                   

NOTARY PUBLIC

Print Name:               

Notary/Bar Roll No.:            

My Commission Expires:          

4

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared John E. Hebert, who first being by me duly sworn, did depose and state that he is the Chairman of the Lafayette Airport Commission, that said instrument was signed on behalf of said Lafayette Airport Commission by authority of its Commissioners and that he acknowledged said instrument to be the free act and deed of said Lafayette Airport Commission.

John E. Hebert

SWORN TO AND SUBSCRIBED before me, Notary, on this ___ day of       , 2023.

                   

NOTARY PUBLIC

Print Name:               

Notary/Bar Roll No.:            

My Commission Expires:          

5

AFFIDAVIT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BEFORE ME, the undersigned authority, came and appeared Jason Whitley, who first being by me duly sworn, did depose and state that he is the Chief Financial Officer of PHI Aviation, LLC, that said instrument was signed on behalf of said PHI Aviation, LLC, by authority of its Board of Managers and that he acknowledged said instrument to be the free act and deed of said PHI Aviation, LLC.

Jason Whitley

SWORN TO AND SUBSCRIBED before me, Notary, on this ___ day of     , 2023.

                   

NOTARY PUBLIC

Print Name:               

Notary/Bar Roll No.:            

My Commission Expires:          

6

PHI AVIATION, LLC

Manager Certificate

I,         , the undersigned manager of PHI Aviation, LLC (the “Company”), do hereby certify that the below resolution is a true resolution adopted at the       , 2023 Board of Managers meeting.

After further discussion, on motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that Jason Whitley, the Chief Financial Officer of the Company (the “Authorized Officer”), is hereby authorized, empowered and directed in the name and on behalf of the Company to negotiate, execute and deliver all agreements, documents, certificates and instruments necessary or appropriate to effectuate the amendment to that certain lease by and between the Lafayette Airport Commission and the Company, dated April 1, 1999 and recorded on April 16, 1999, as the same has been amended from time-to-time (the “Infrastructure Lease”) in order to extend the primary term for an additional sixty (60) days such that the primary term will now expire on October 28, 2023, all in such form as the Authorized Officer may deem necessary or advisable, in his sole discretion, such necessity or advisability to be evidenced by his execution and delivery thereof.

Lafayette, Louisiana, this     day of        , 2023.

7

EX-21.1

Exhibit 21.1

PHI Group, Inc.

Legal Entity	Jurisdiction of Organization or Incorporation
PHI Corporate, LLC	Delaware
PHI Aviation, LLC	Louisiana
PHI Health, LLC	Louisiana
AM Equity Holdings, L.L.C.	Louisiana
PHI Tech Services, LLC	Louisiana
PHI Helipass, L.L.C.	Louisiana
Helicopter Management, LLC	Louisiana
HELIX, LLC	Florida
Vertilease, LLC	Montana
MDHL, LLC	Montana
PHI International Holdco Private Limited	Singapore
PHI International Helicopters PTE Limited	Singapore
PHI International Australia Pty Limited	Australia
PHI International Australia Holdings Pty Limited	Australia
PHI-HNZ Australia Pty Ltd.	Australia
Petroleum Helicopters Australia Pty	Australia
PHI International New Zealand Limited	New Zealand
Personnel Outsourcing, Ltd.	Cayman Islands
PHI Air Europe Limited	Cyprus
PHI Americas, Ltd.	Trinidad
PHI Aviation UK Limited	United Kingdom
PHI Century Limited	Ghana

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated July 21, 2023, relating to the financial statements of PHI Group, Inc. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

New Orleans, Louisiana

October 3, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

PHI Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering price Per Unit	Maximum Aggregate Offering Price (1)(2)	Fee Rate	Amount of Registration Fee
Fees to be Paid	Equity	Common stock, par value $0.001 per share	457(o)	—	—	$100,000,000	0.0001476	$14,760.00
Fees Previously Paid
	Total Offering Amounts					$100,000,000		$14,760.00
	Total Fees Previously Paid							$0
	Total Fee Offsets							$0
	Net Fee Due							$14,760.00

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

(2) Includes shares subject to the underwriters’ option to purchase additional shares, if any. See “Underwriting.”