Amended and Restated Restructuring Support Agreement, dated June 27, 2019, by and among Bristow Group Inc., certain subsidiaries of Bristow Group Inc. party thereto and the holders of the 8.75% Senior Secured Notes due 2023, the 6.25% Senior Notes due 2022 and the 4.50% Convertible Senior Notes due 2023 party thereto

Bristow Group, Inc. (“Bristow Parent”);

each of the undersigned guarantors of the Secured Notes (as defined below) (the “Guarantors” and, together with Bristow Parent and certain of its subsidiaries, the “Debtors” or the “Company” and each a “Debtor” or a “Company Party”);

each of the undersigned holders of, or nominees, investment managers, advisors or subadvisors to funds and/or accounts that are holders of (the “Supporting Secured Noteholders”) the 8.75% Senior Secured Notes due 2023 issued by Bristow Parent (the “Secured Notes”) pursuant to that certain Indenture, dated as of March 6, 2018 (as amended, the “Secured Notes Indenture” and the documentation executed in connection therewith or relating thereto, the “Secured Notes Documents”) among Bristow Parent, U.S. Bank National Association, as trustee (in such capacity, the “Secured Notes Trustee”), and each of the Guarantors; and

each of the undersigned holders of, or nominees, investment managers, advisors or subadvisors to funds and/or accounts that are holders of (the “Supporting Unsecured Noteholders” and, together with the Supporting Secured Noteholders, the “Supporting Noteholders”)¹ (A) the 6.25% Senior Unsecured Notes due 2022 issued by Bristow Parent (the “6.25% Senior Notes”) pursuant to that certain Third Supplemental Indenture, dated as of October 12, 2012 (the “6.25% Senior Notes Indenture” and the documentation executed in connection therewith or related thereto, the “6.25% Senior Notes Documents”) among Bristow Parent, U.S. Bank National Association, as trustee (in such capacity, the “6.25% Senior Notes Trustee”), and each of the Guarantors, and/or (B) the 4.50% Convertible Notes due 2023 issued by Bristow Parent (the “Convertible Notes” and, together with the 6.25% Senior Notes, the “Unsecured Notes”) pursuant to that certain Sixth Supplemental Indenture, dated as of December 18, 2017 (the “Convertible Notes Indenture” and the documentation executed in connection therewith or related thereto, the “Convertible Notes Documents”) among Bristow Parent, U.S. Bank National Association, as trustee (in such capacity, the “Convertible Notes Trustee”), and each of the Guarantors.

To the extent a Supporting Unsecured Noteholder is not a member of the Unsecured Notes Ad Hoc Group, such Supporting Unsecured Noteholder may nonetheless be a Supporting Unsecured Noteholder if consented to by the Required Supporting Unsecured Noteholders; provided that the Required Supporting Unsecured Noteholders are hereby deemed to have consented to each Supporting Secured Noteholder who signs this Agreement within one business day of the RSA Effective Time being a Supporting Unsecured Noteholder with respect to any Unsecured Notes held by such Supporting Secured Noteholder.

Capitalized terms used but not defined in this Agreement are given the meanings ascribed to them in the Restructuring Term Sheet.

“6.25% Senior Note Claim” means any Claim arising under, derived from, or based upon the 6.25% Senior Notes, including without limitation pursuant to any Trades.

“Approval Order” means the entry of an order authorizing the Debtors to enter into this Agreement and enter into the Backstop Commitment Agreement, which order shall be the Confirmation Order.

“Backstop Commitment Agreement” means the backstop commitment agreement to be entered into among Bristow Parent and the Backstop Commitment Parties, on terms consistent with the Restructuring Term Sheet.

“Backstop Parties” means, collectively, the Unsecured Backstop Parties and the Secured Backstop Parties.

“Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any of the Debtors.

“Convertible Note Claim” means any Claim arising under, derived from, or based upon the Convertible Notes, including without limitation pursuant to any Trades.

“DIP Credit Agreement” has the meaning set forth in the DIP Term Sheet.

“DIP Lenders” has the meaning set forth in the DIP Term Sheet.

“Equity Rights Offering” means a $400 million new money rights offering to purchase Reorganized Equity (as defined in the Restructuring Term Sheet) to be consummated on the Effective Date.

“Interests” means any equity interests in Bristow Parent existing prior to the consummation of the Restructuring. For purposes of this Agreement, “equity interests” means any: (i) partnership interests; (ii) membership interests or units; (iii) shares of capital stock; (iv) other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity; (v) subscriptions, calls, warrants, options, or commitments of any kind or character relating to, or entitling any person or entity to purchase or otherwise acquire membership interests or units, capital stock, or any other equity securities; (vi) securities convertible into or exercisable or exchangeable for partnership interests, membership interests or units, capital stock, or any other equity securities; or (vii) other interest classified as an equity security.

“Person” means any individual, partnership, joint venture, limited liability company, corporation, trust, unincorporated organization, group, governmental or regulatory authority, legal entity or association.

“Required Backstop Parties” shall mean, at any time, (i) at least two unaffiliated Supporting Secured Noteholders providing at least 66²⁄₃% of the backstop commitments provided by Supporting Secured Noteholders pursuant to the Backstop Commitment Agreement³ and (ii) two or more unaffiliated Supporting Unsecured Noteholders providing at least 66²⁄₃% of the backstop commitments provided by Supporting Unsecured Noteholders pursuant to the Backstop Commitment Agreement.

“Required DIP Lenders” shall have the meaning set forth in the DIP Term Sheet.

“Required Supporting Noteholders” means the Required Supporting Secured Noteholders and the Required Supporting Unsecured Noteholders.

“Required Supporting Secured Noteholders” means, at any time, two or more unaffiliated Supporting Secured Noteholders holding greater than 66²⁄₃% of the principal amount of the outstanding Secured Note Claims held by the Supporting Secured Noteholders.

“Required Supporting Unsecured Noteholders” means, at any time, two or more unaffiliated Supporting Unsecured Noteholders holding greater than 66²⁄₃% of the principal amount of the outstanding Unsecured Note Claims held by the Supporting Unsecured Noteholders.

“Secured Backstop Parties” means those Supporting Secured Noteholders that have executed the Backstop Commitment Agreement.

“Secured Note Claim” means any Claim arising under, derived from, or based upon the Secured Notes, including without limitation pursuant to any Trades.

“Secured Noteholder” means any person that either: (i) is the sole legal and beneficial owner of a Secured Note Claim; (ii) has investment or voting discretion or control with respect to discretionary accounts for holders or beneficial owners of a Secured Note Claim; (iii) holds an undivided 100% beneficial interest or other participation interest in and to a Secured Note Claim; or (iv) is a Supporting Noteholder that holds a Secured Note Claim pursuant to an outstanding Trade.

“Secured Notes Ad Hoc Group” means the ad hoc group of Secured Noteholders represented by Davis Polk & Wardwell LLP and PJT Partners LP.

“Supporting Class” means the Supporting Secured Noteholders or the Supporting Unsecured Noteholders, as applicable.

“Trade” means a contractual obligation to purchase and acquire (net of any obligation to sell any Secured Note Claim or Unsecured Note Claim, as applicable) a Secured Note Claim from any Secured Noteholder or an Unsecured Note Claim from any Unsecured Noteholder, which Trade, as of the date hereof, remains an outstanding obligation to

For purposes of determining the “Required Backstop Parties” at any time prior to execution of the Backstop Commitment Agreement, the backstop commitments provided by each Supporting Secured Noteholder shall be deemed to be equal to such Supporting Secured Noteholder’s ratable share of $40 million based upon the Secured Note Claims held by such Supporting Secured Noteholder as a proportion of the aggregate Secured Note Claims held by Supporting Secured Noteholders at such time.

“Transaction Expenses” means all reasonable and documented out-of-pocket fees and expenses of the Secured Notes Ad Hoc Group (including the fees and expenses of Davis Polk & Wardwell LLP, PJT Partners LP, Haynes and Boone, LLP, Daugherty, Fowler, Peregrin, Haught & Jenson and one local counsel in each jurisdiction) and the Unsecured Notes Ad Hoc Group (including the fees and expenses of Kirkland & Ellis LLP and Ducera Partners LLC and one aviation counsel) in connection with this Agreement, the Restructuring Documents and the transactions contemplated hereby and thereby.

“Unsecured Backstop Parties” means the Supporting Unsecured Noteholders that sign the Backstop Commitment Agreement.

“Unsecured Note Claim” means any Convertible Note Claim or 6.25% Senior Note Claim.

“Unsecured Noteholder” means any person that either: (i) is the sole legal and beneficial owner of an Unsecured Note Claim; (ii) has investment or voting discretion or control with respect to discretionary accounts for holders or beneficial owners of an Unsecured Note Claim; (iii) holds an undivided 100% beneficial interest or other participation interest in and to an Unsecured Note Claim; or (iv) is a Supporting Noteholder that holds an Unsecured Note Claim pursuant to an outstanding Trade.

“Unsecured Notes Ad Hoc Group” means the ad hoc group of Unsecured Noteholders represented by Kirkland & Ellis LLP and Ducera Partners LLC.

The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring Documents”) shall consist of the following: (i) the final order to be entered by the Bankruptcy Court approving the use of cash collateral, substantially in the form attached to the Restructuring Term Sheet as Exhibit 2 (the “Final Cash Collateral Order” and, together with the interim order governing the use of cash collateral entered by the Bankruptcy Court on May 14, 2019 [Docket No. 98] (as amended) (the “Interim Cash Collateral Order”), the “Cash Collateral Orders”)⁴ consistent with the Restructuring Term Sheet; (ii) the Plan (and all exhibits and supplements thereto, which in each case shall be consistent with the Restructuring Term Sheet), it being acknowledged

In the event of a conflict between the Final Cash Collateral Order and the Interim Cash Collateral Order, the Final Cash Collateral Order shall control.

The Restructuring Documents (other than the Bankruptcy Pleadings previously filed with, or approved by, the Bankruptcy Court) remain subject to negotiation and completion as of the RSA Effective Time (as defined below); and such Restructuring Documents, including any amendments, supplements or modifications thereof, shall contain terms and conditions consistent in all material respects with this Agreement and the Restructuring Term Sheet, and shall otherwise be in form and substance reasonably acceptable to each of the Debtors, the Required Backstop Parties, the Required Supporting Secured Noteholders and the Required Supporting Unsecured Noteholders; provided that the Final Cash Collateral Order shall be in form and substance acceptable to the Required Supporting Secured Noteholders (it being understood that the form attached as Exhibit 2 to the Restructuring Term Sheet is acceptable to all Parties); provided, further, that the DIP Credit Agreement, all related documents thereto, and the DIP Order shall be in form and substance acceptable to each of the Debtors and the Required DIP Lenders (provided that all documents and all amendments to or modifications of any document that would have the effect of altering the treatment to be provided to any DIP Lender under the Plan shall be in form and substance acceptable to each DIP Lender affected thereby); provided, further, that the Backstop Commitment Agreement and the rights offering documents and procedures shall be in form and substance acceptable to each of the Debtors, each DIP Lender and each Backstop Party,

negotiate the Restructuring Documents in good faith, which will contain terms consistent with this Agreement and the Restructuring Term Sheet, and coordinate its activities with the other Parties (to the extent practicable and subject to the terms hereof) in respect of all matters concerning the implementation and consummation of the Restructuring;

not (i) object to, delay, postpone, challenge, reject, oppose or take any other action that would reasonably be expected to prevent, interfere with, delay or impede, directly or indirectly, in any material respect, the approval, acceptance or implementation of the Restructuring on the terms set forth in the Restructuring Term Sheet, (ii) directly or indirectly solicit, negotiate, propose, enter into, consummate, file with the Bankruptcy Court, vote for or otherwise knowingly support, participate in or approve any plan of reorganization, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company or its indebtedness other than the Plan (in each case, an “Alternative Transaction”), or (iii) object to or oppose, or support any other person’s efforts to object to or oppose, any motions filed by the Company that are consistent with this Agreement, including any request by the Company to extend its exclusive periods to file the Plan and solicit acceptances thereof;

(i) subject to receipt of the Disclosure Statement and other Solicitation Materials approved by the Conditional Disclosure Statement Order or the Final Disclosure Statement Order (as applicable), timely vote, or cause to be voted, its Claims and Interests (including any Post-RSA Effective Time Claims or Interests (as defined below)) to accept the Plan following the commencement of solicitation of votes for the Plan, by delivering their duly executed and completed ballots accepting the Plan; (ii) refrain from changing, revoking or withdrawing (or causing such change, revocation or withdrawal of) such vote or consent; provided, however, that, subject to the order approving the Disclosure Statement and solicitation procedures, such vote may be revoked (and, upon such revocation, deemed void ab initio) by such Supporting Noteholder at any time following the expiration of the Effective Period, or upon termination of this Agreement as to such Supporting Noteholder pursuant to the terms hereof (other than a termination resulting from a breach of this agreement by such Supporting Noteholder); and (iii) to the extent it is permitted to elect

in the case of the Backstop Commitment Parties, backstop the Equity Rights Offering as described in this Agreement;

except to the extent expressly contemplated under the Plan or this Agreement, it will not, and it will not direct, the Secured Notes Trustee, the 6.25% Senior Notes Trustee or the Convertible Notes Trustee, as applicable, or any other person, to exercise any right or remedy for the enforcement of the Secured Notes Claims or the Unsecured Notes Claims, as applicable;

not object to or challenge, or support any other party that objects to or challenges, the validity, enforceability, priority or any terms of or payments under the DIP Loan or any lien, security interest, Claim, Interest or adequate protection in respect thereof;

with respect to the Supporting Unsecured Noteholders, not object to or challenge, or support any other party that objects to or challenges, the validity, enforceability, perfection, priority or any terms of or payments under the Secured Notes or the Prepetition Term Loan or any lien, security interest, Claim, Interest or adequate protection in respect of any of the foregoing;

with respect to the Supporting Secured Noteholders, not object to or challenge, or support any other party that objects to or challenges, the validity or enforceability of the Unsecured Notes or any Claim or Interest of any Supporting Unsecured Noteholder in respect thereof;

not seek to, and not support any other party that seeks to, disgorge or recharacterize as principal any payment of interest, fees or expenses paid pursuant to the Prepetition Term Loan, the Secured Notes, the DIP Loan, the Cash Collateral Orders, the DIP Order or the Confirmation Order, or any other order of the Bankruptcy Court governing the use of the collateral of the Secured Noteholders or the DIP Lenders;

not (i) file a pleading seeking authority to amend or modify, the Restructuring Documents or any other document relating to the Restructuring in a manner that is inconsistent with this Agreement, (ii) file or seek authority to file any pleading that is materially inconsistent with the Restructuring or the terms of this Agreement, or (iii) taken any action that is materially inconsistent with, or is intended or is reasonably likely to interfere with, consummation of the Restructuring;

support, and in good faith take all actions necessary and reasonably requested by the Debtors to obtain entry of the order confirming the Plan and the consummation of the Restructuring; and

with respect to the Supporting Unsecured Noteholders, support, and in good faith take all actions necessary and reasonably requested by the Debtors or the Secured Notes Ad Hoc Group to obtain entry of the Final Cash Collateral Order in the form attached to the Restructuring Term Sheet as Exhibit 2;

support, and in good faith take all actions necessary and reasonably requested by the Debtors to obtain entry of the Approval Order; and

support the motion to approve the KEIPs (as defined in the Restructuring Term Sheet) as set forth in the Restructuring Term Sheet.

the rights of a Supporting Noteholder under any applicable bankruptcy, insolvency, foreclosure or similar proceeding, including, without limitation, appearing as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as the exercise of any such right is consistent with such Supporting Noteholder’s obligations hereunder;

the ability of a Supporting Noteholder to purchase, sell, or enter into any transactions in connection with its Claims or Interests, subject to the terms hereof and applicable law;

any right of a Supporting Noteholder to take or direct any action relating to the maintenance, protection, or preservation of any collateral provided that such action is consistent with this Agreement;

subject to the terms hereof, any right of a Supporting Noteholder under (i) the Secured Notes Indenture, the 6.25% Senior Notes Indenture or the Convertible Notes Indenture, as applicable, or constitute a waiver or amendment of any provision of the Secured Notes Indenture, the 6.25% Senior Notes Indenture or the Convertible Notes Indenture or (ii) any other applicable agreement, instrument or document that gives rise to a Supporting Noteholder’s Claims or Interests, as applicable, or constitute a waiver or amendment of any provision of any such agreement, instrument or document;

the ability of a Supporting Noteholder to consult with other Supporting Noteholders or the Company; or

the ability of a Supporting Noteholder to enforce any right, remedy, condition, consent or approval requirement under this Agreement or any of the Restructuring Documents.

(i) do all things necessary and proper to seek approval of this Agreement and the Plan, and to complete the Restructuring, including, without limitation, seeking entry of the DIP Order, the Conditional Disclosure Statement Order, the Final Disclosure Statement Order (which will be a standalone order if the Conditional Disclosure Statement Order is not entered, but may be combined with the Confirmation Order if the Conditional Disclosure Statement Order is entered), and the Confirmation Order, (ii) prosecute and defend any appeals relating to the Confirmation Order or otherwise relating to the Restructuring, (iii) negotiate in good faith all Restructuring Documents, coordinate its activities with the other Parties hereto (to the extent practicable and subject to the terms hereof) in respect of all matters concerning the implementation and consummation of the Restructuring and take any and all necessary and appropriate actions in furtherance of this Agreement, (iv) seek to comply with each Case Milestone (as defined below) set forth in this Agreement, and (v) operate its business in the ordinary course, taking into account the Restructuring;

not (i) amend or modify, or file a pleading seeking authority to amend or modify, the Restructuring Documents or any other document relating to the Restructuring in a manner that is materially inconsistent with this Agreement, (ii) file or seek authority to file any pleading that is materially inconsistent with the Restructuring or the terms of this Agreement, or (iii) taken any action that is materially inconsistent with, or is intended or is reasonably likely to interfere with, consummation of the Restructuring;

timely file a formal objection to any motion filed with the Bankruptcy Court by any Person seeking the entry of an order (i) directing the appointment of an examiner with expanded powers or a trustee, (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) dismissing the Chapter 11 Cases, (iv) modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization or (v) for relief that (A) is inconsistent with this Agreement in any material respect or (B) would, or would reasonably be expected to, frustrate the purposes of this Agreement, including by preventing the consummation of the Restructuring;

seek entry of the Final Cash Collateral Order and timely file a formal written response in opposition to any objection filed with the Bankruptcy Court by any Person with respect to the use of cash collateral or with respect to any of the adequate protection granted to the Supporting Secured Noteholders pursuant to any of the Cash Collateral Orders or otherwise;

use commercially reasonable efforts to obtain any and all required governmental, regulatory and/or third party approvals necessary or required for the implementation or consummation of the Restructuring or the approval by the Bankruptcy Court of the Restructuring Documents;

provide reasonably prompt written notice to the Supporting Noteholders between the date hereof and the Effective Date of (i) the occurrence, or failure to occur, of any event of which any Company Party has actual knowledge which occurrence or failure would be likely to cause (A) any covenant of any Company Party contained in this Agreement not to be satisfied in any material respect or (B) any condition precedent contained in the Plan not to timely occur or become impossible to satisfy, (ii) receipt of any notice from any third party alleging that the consent of such party is or may be required in connection with the transactions contemplated by the Restructuring, (iii) receipt of any material notice, including from any governmental unit with jurisdiction, of any proceeding commenced, or, to the actual knowledge of any Company Party, threatened against any Company Party, relating to or involving or otherwise affecting in any respect the transactions contemplated by the Restructuring, and (iv) any failure of any Company Party to comply, in any material respect, with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder;

provide to the Secured Notes Ad Hoc Group and the Unsecured Notes Ad Hoc Group and/or their respective professionals, upon reasonable advance notice to the Company, (i) reasonable access to the respective management and advisors of the Company for the purposes of evaluating the Company’s finances and operations and participating in the planning process with respect to the Restructuring, (ii) prompt access to any information provided to any existing or prospective financing sources (including lenders under any exit financing) and (iii) timely and reasonable responses to all diligence requests;

provide draft copies of all Bankruptcy Pleadings (including all Restructuring Documents) the Company intends to file with the Bankruptcy Court to counsel to the Secured Notes Ad Hoc Group and counsel to the Unsecured Notes Ad Hoc Group at least two business days prior to the date when any Company Party intends to file any such pleading or other document (provided that if delivery of such pleading or other document (other than the Plan, the Disclosure Statement, the Confirmation Order or any adequate protection order) at least two business days in advance is not reasonably practicable, such motion, order or material shall be delivered as soon as reasonably practicable prior to filing), and consult in good faith with counsel to the Secured Notes Ad Hoc Group and counsel to the Unsecured Notes Ad Hoc Group regarding the form and substance of any such proposed filing with the Bankruptcy Court; and

seek entry of the Approval Order and timely file a formal written response in opposition to any objection filed with the Bankruptcy Court by any Person with respect to the approval of this Agreement or any of the terms contained herein.

other than as disclosed in writing to the Supporting Secured Noteholders and/or their advisors as of the date of the Original RSA, any Debtor or any non-Debtor subsidiary of the Company shall pay or cause to be paid any amount outside the ordinary course of business with respect to executive compensation or benefits, including without limitation any amount contemplated by or in connection with any incentive, retention, bonus or similar plan, in each case without the consent of the Required Supporting Noteholders;

the Bankruptcy Court shall have entered an order dismissing any of the Chapter 11 Cases or converting any of the Chapter 11 Cases to a case or cases under chapter 7 of the Bankruptcy Code;

an order denying confirmation of the Plan shall have been entered by the Bankruptcy Court or the Confirmation Order shall have been reversed, vacated or otherwise materially modified in a manner inconsistent with this Agreement or the Plan without the prior written consent of the Required Supporting Noteholders;

any court of competent jurisdiction or governmental authority, including any regulatory authority, shall have entered a final, non-appealable judgment or order declaring the Restructuring, this Agreement or any material portion hereof to be unenforceable or illegal or enjoining the consummation of a material portion of the Restructuring and such judgment or order is not stayed, dismissed, vacated or modified within three business days following notice thereof to the Company by the Required Supporting Secured Noteholders or the Required Supporting Unsecured Noteholders; provided, however, that (i) if such entry has been made at the request of the Required Supporting Secured Noteholders or the Required Supporting Unsecured Noteholders, then a Supporting Noteholder Termination Event as to the applicable Supporting Class shall not be deemed to have occurred with

any Company Party makes an assignment for the benefit of creditors;

the Company fails to comply with or achieve the following deadlines (each, a “Case Milestone”) (in each case, with such motions, orders, and other pleadings being consistent with this Agreement and the Restructuring Term Sheet):

no later than June 28, 2019, entry of the Final Cash Collateral Order;

no later than July 12, 2019, the filing of a motion seeking entry of the DIP Order;

no later than July 12, 2019, the Backstop Commitment Agreement is fully executed with sufficient backstop commitments to backstop the full amount of the Equity Rights Offering (the “Backstop Commitment Date”);

no later than five business days after the Backstop Commitment Date, the filing of the Plan and the Disclosure Statement;

no later than August 9, 2019, entry of the DIP Order;

no later than three business days after the entry of the DIP Order, the DIP Loan is fully drawn;

no later than the date that is 7 days after the filing of the Plan and the Disclosure Statement, the filing of a motion seeking entry of the Conditional Disclosure Statement Order by the Bankruptcy Court no later than 7 days after the filing of such motion;

in the event that the Bankruptcy Court refuses to enter the Conditional Disclosure Statement Order, entry of a Final Disclosure Statement Order no later than the date that is 40 days after the Bankruptcy Court refuses to enter the Conditional Disclosure Statement Order;

60 days after the entry of the Conditional Disclosure Statement Order, or if no Conditional Disclosure Statement Order is entered, 35 days after the entry of a Final Disclosure Statement Order, the entry of the Confirmation Order, the Final Disclosure Statement Order (to the extent entry of a Conditional Disclosure Statement Order has been entered) and the Approval Order by the Bankruptcy Court; and

no later than the date that is 30 days after the entry of the Confirmation Order, substantial consummation (as defined in section 1101 of the Bankruptcy Code) of the Plan shall have occurred (the “Effective Date”);

the filing by the Company of any motion or pleading with the Bankruptcy Court that is not consistent in all material respects with this Agreement and the Restructuring Term Sheet, and such motion or pleading is not withdrawn prior to the proposed hearing date in respect of such motion after receipt of notice from the Required Supporting Secured Noteholders or the Required Supporting Unsecured Noteholders to the Company (or, in the case of a motion that has already been approved by an order of the Bankruptcy Court at the time the Company is provided with such notice by the Required Supporting Secured Noteholders or the Required Supporting Unsecured Noteholders, as applicable, such order is not stayed, reversed or vacated within three business days of such notice);

the Bankruptcy Court grants relief that is inconsistent in any material respect with this Agreement or the Restructuring and such inconsistent relief is not dismissed, vacated or modified to be consistent with this Agreement and the Restructuring within three business days following notice thereof to the Company by the Required Supporting Secured Noteholders or the Required Supporting Unsecured Noteholders;

the Final Cash Collateral Order is materially amended, terminated or otherwise modified, or the Company or any affiliate thereof seeks any such amendment, termination or modification, in each case without the consent of the Required Supporting Secured Noteholders;

the occurrence of an event giving rise to the Prepetition Term Lenders’ or the Supporting Secured Noteholders’ right to terminate the use of cash collateral under the terms of the Cash Collateral Order then in effect that has not been waived or timely cured in accordance therewith; provided, however, that if such occurrence is primarily the result of a breach by any Supporting Noteholder, then such Supporting Noteholder shall not be entitled to declare or assert the existence of such Supporting Noteholder Termination Event with respect to such occurrence;

the failure of the Unsecured Backstop Parties to execute the Backstop Commitment Agreement with respect to 100% of the Unsecured Rights by July 9, 2019; provided, however, that if the Unsecured Backstop Parties have failed to execute the Backstop Commitment Agreement with respect to 100% of the Unsecured Rights by such date, any unsubscribed portion of the Unsecured Rights shall be offered to the Secured Backstop Parties, and this termination event shall only be effective if the Secured Backstop Parties shall not have subscribed for such deficiency by July 12, 2019; provided, further, that the right to fund any such deficiency shall be offered first to other Unsecured Backstop Parties before being offered to the Secured Backstop Parties;

the failure of the Secured Backstop Parties to execute the Backstop Commitment Agreement with respect to 100% of the Secured Rights by July 9, 2019; provided, however, that if the Secured Backstop Parties have failed to execute the Backstop Commitment Agreement with respect to 100% of the Secured Rights by such date, any unsubscribed portion of the Secured Rights shall be offered to the Unsecured Backstop Parties, and this termination event shall only be effective if the Unsecured Backstop Parties shall not have subscribed for such deficiency by July 12, 2019; provided, further, that the right to fund any such deficiency shall be offered first to other Secured Backstop Parties before being offered to the Unsecured Backstop Parties;

the occurrence of an event giving rise to the right of the Required Backstop Parties to terminate the Backstop Commitment Agreement that has not been waived or timely cured in accordance therewith; provided, however, that if such occurrence is primarily the result

any of the following shall have occurred: (i) the Company or any affiliate of the Company shall have filed any motion, application, adversary proceeding or cause of action (A) challenging the validity, enforceability, perfection or priority of, or seeking avoidance or subordination of any of the Claims of the Prepetition Term Lenders, the Secured Noteholders, the DIP Lenders or the Unsecured Noteholders, or any of the liens securing the Claims of the Prepetition Term Lenders, the Secured Noteholders or the DIP Lenders, or (B) otherwise seeking to impose liability upon or enjoin the Prepetition Term Lenders, the Secured Noteholders or the Unsecured Noteholders (other than with respect to a breach of this Agreement); or (ii) the Company or any affiliate of the Company shall have supported any motion, application, adversary proceeding or cause of action referred to in the immediately preceding clause (i) filed by a third party, or affirmatively consents (without the consent of the Required Supporting Secured Noteholders (with respect to a motion, application, adversary proceeding or cause of action affecting the Secured Noteholders or the Prepetition Term Lenders) or the Required Supporting Unsecured Noteholders (with respect to a motion, application, adversary proceeding or cause of action affecting the Unsecured Noteholders)) to the standing of any such third party to bring such application, adversary proceeding or cause of action;

the Company withdraws or revokes the Plan or files, publicly proposes or otherwise supports, any (i) Alternative Transaction or (ii) amendment or modification to the Restructuring containing any terms that are inconsistent with the implementation of, and the terms set forth in, the Restructuring Term Sheet unless such amendment or modification is otherwise consented to in accordance with Section 7.17 hereof;

on or after the RSA Effective Time (or, with respect to a termination by the Required Supporting Secured Noteholders, on or after the effective time of the Original RSA), the Company effects any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside the ordinary course of business, other than: (i) the commencement of the Chapter 11 Cases; (ii) in accordance with the Budget in such Chapter 11 Cases; or (iii) with the written consent of the Required Supporting Noteholders (or, with respect to any such transaction occurring on or after the effective time of the Original RSA but prior to the RSA Effective Time, the Required Supporting Secured Noteholders);

on or after the RSA Effective Time (or, with respect to a termination by the Required Supporting Secured Noteholders, on or after the effective time of the Original RSA), the search and rescue helicopter services contract by and between the United Kingdom Department for Transport and Bristow Helicopters Ltd. (or any other Company Party or non-Debtor subsidiary of the Company) or any other material contract of any Company Party ceases to be in full force and effect;

the Restructuring Documents and any amendments, modifications or supplements thereto filed by the Company include terms that are not consistent in all material respects with this Agreement and the Restructuring Term Sheet and such filing has not been modified or withdrawn within three business days after notice thereof has been given by the Required Supporting Secured Noteholders or the Required Supporting Unsecured Noteholders to the Company;

the material breach by the Company of any of the undertakings, representations, warranties or covenants of the Company set forth in this Agreement, and such breach shall continue unremedied for a period of five business days after notice thereof has been given by the Required Supporting Secured Noteholders or the Required Supporting Unsecured Noteholders to the Company;

the Bankruptcy Court shall have entered an order pursuant to section 1104 of the Bankruptcy Code appointing a trustee, receiver or an examiner to operate and manage any of the Company’s businesses;

the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to material assets of the Debtors without the written consent of the Required Supporting Noteholders;

the Company loses the exclusive right to file and solicit acceptances of a chapter 11 plan; or

the failure of the Company to pay the reasonable fees and expenses of the Secured Notes Ad Hoc Group or the Unsecured Notes Ad Hoc Group in accordance with this Agreement and the Cash Collateral Orders, as applicable, which failure shall continue unremedied for a period of seven business days after notice thereof has been given by the Required Supporting Secured Noteholders or the Required Supporting Unsecured Noteholders to the Company.

the Bankruptcy Court shall enter an order dismissing the Chapter 11 Cases or converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code;

the date that is fifteen days after the Bankruptcy Court or a court of competent jurisdiction denies, vacates or reverses the Confirmation Order if the Parties are unable to reach agreement after negotiating in good faith on a modified Plan that would address the basis for such denial, vacatur or reversal and, as a result, the Debtors determine it is in the best interests of the Company and its stakeholders to pursue an Alternative Transaction;

any court of competent jurisdiction or governmental authority, including any regulatory authority, enters a final, non-appealable judgment or order declaring the Restructuring, this Agreement, or any material portion hereof to be unenforceable or illegal or enjoining the consummation of a material portion of the Restructuring and such judgment or order is not dismissed, vacated or modified within three business days following notice thereof by the

any of the covenants of the Supporting Noteholders in this Agreement is (i) breached in any respect by any Supporting Noteholder, and such breach materially impacts the ability of the Parties to consummate the Restructuring, (ii) materially breached by Supporting Secured Noteholders holding in the aggregate more than 50% in principal amount of the aggregate outstanding Secured Notes held by the Supporting Secured Noteholders or (iii) materially breached by Supporting Unsecured Noteholders holding in the aggregate more than 50% in principal amount of the aggregate outstanding Unsecured Notes held by the Supporting Unsecured Noteholders, and, in each case, such breach is not cured within three business days after receipt of notice from the Company to the Supporting Secured Noteholders and Supporting Unsecured Noteholders of such breach;

the board of directors, board of managers, or such similar governing body of any Debtor determines in good faith based on the advice of counsel of national repute that proceeding with the Restructuring or any of the transactions contemplated thereby would be inconsistent with applicable law or fiduciary obligations under applicable law;

the occurrence of a Supporting Noteholder Termination Event pursuant to Sections 6.02(k) or (l) hereof;

the DIP Facility is not fully funded in accordance with the terms of this Agreement and the DIP Term Sheet, and for the avoidance of doubt, in the event of such a termination, the Company may pursue the Original DIP Loan Commitment; or

the occurrence of a breach of the Backstop Commitment Agreement that is not cured in accordance with the terms thereof.

Any amendment or modification of any term or provision of this Agreement or the Restructuring and any waiver of any term or provision of this Agreement or of the Restructuring or of any default, misrepresentation, or breach of warranty or covenant hereunder shall not be valid unless the same shall be (i) in writing and signed by the Company, the Required Backstop Parties, the Required Supporting Secured Noteholders and the Required Supporting Unsecured Noteholders or (ii) confirmed by email by each of counsel to the Company, counsel to the Secured Notes Ad Hoc Group representing that it is acting with the authority of the Required Supporting Secured Noteholders and counsel to the Unsecured Notes Ad Hoc Group representing that is acting with the authority of the Required Supporting Unsecured Noteholders.

In determining whether any consent or approval has been given or obtained by the Required Backstop Parties, the Required Supporting Secured Noteholders or the Required Supporting Unsecured Noteholders, any Secured Notes and Unsecured Notes held by any then-existing Supporting Noteholder, as applicable, that is in material breach of its covenants, obligations or representations under this Agreement shall be excluded from such determination, and the Secured Notes and Unsecured Notes held by such Supporting Noteholder, as applicable, shall be treated as if they were not outstanding.

Any waiver shall not be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent default, misrepresentation, or breach of warranty or covenant.

The failure of any Party to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other Party with its obligations hereunder shall not constitute a waiver by such Party of its right to exercise any such or other right, power or remedy or to demand such compliance.

Notwithstanding anything to the contrary in this Section 7.17, no amendment, modification or waiver of any term or provision of this Agreement or the Restructuring shall be effective with respect to any Supporting Noteholder without such Supporting Noteholder’s prior written consent to the extent such amendment, modification or waiver materially affects such Supporting Noteholder (in its capacity as a Secured Noteholder or Unsecured Noteholders) in a manner that is disproportionately adverse to such Supporting Noteholder in relation to the other Supporting Noteholders in the applicable Supporting Class.

Notwithstanding the foregoing provisions of this Section 7.17, no written waiver shall be required of the Company in the case of a waiver of a Supporting Noteholder Termination Event.

/s/ L. Don Miller

/s/ Geoffrey L. Carpenter

/s/ Geoffrey L. Carpenter

/s/ Geoffrey L. Carpenter

/s/ Geoffrey L. Carpenter

/s/ Geoffrey L. Carpenter

The Debtors will implement the Restructuring pursuant to the Plan on the terms set forth in this Term Sheet, subject to the following conditions precedent:

The Business Plan and Fleet Plan must be reasonably satisfactory to the Required DIP Lenders, the Required Supporting Secured Noteholders, the Required Supporting Unsecured Noteholders, and the Required Backstop Parties; and

No materially adverse modifications to the UK SAR contract. The Company’s parent guarantee of the UK SAR contract will “ride through” the Restructuring and otherwise be unimpaired (or reinstated) pursuant to the Plan.

The Secured Notes Ad Hoc Group or a subset thereof (in such capacity, the “Secured DIP Lenders”), the Unsecured Notes Ad Hoc Group or a subset thereof and certain other holders of the Convertible Notes to the extent consented to by the Required Supporting Unsecured Noteholders (in such capacity, collectively, the “Unsecured DIP Lenders,” and, together with the Secured DIP Lenders, collectively, the “DIP Lenders”) will fund a $150 million super-priority senior secured debtor-in-possession financing facility (the “DIP Facility”), with 50% funded by the Secured DIP Lenders (the “Secured DIP Commitments”) and 50% funded by the Unsecured DIP Lenders (the “Unsecured DIP Commitments”), on the terms and subject to the conditions set forth in the term sheet attached hereto as Exhibit 1 and the DIP Commitment Letters. The existing debtor-in-possession financing commitment of the Secured Notes Ad Hoc Group shall not terminate unless and until the DIP Facility has been approved by the Bankruptcy Court and funded.

Commitments of the Secured Notes Ad Hoc Group, the Unsecured Notes Ad Hoc Group, and certain other holders of the Convertible Notes that become party to the New Restructuring Support Agreement at or prior to the RSA Effective Time and to the extent consented to by the Required Supporting Unsecured Noteholders:

no later than the execution date of the New Restructuring Support Agreement, the DIP Lenders will severally (and not jointly) commit to fund the DIP Facility (with oversubscription rights as set forth below), on the terms and subject to the conditions set forth in the term sheet attached hereto as Exhibit 1 and the DIP Commitment Letters; and

the Backstop Parties will severally (and not jointly) commit (the “Backstop Commitments”) to backstop (with oversubscription rights as set forth below) the $400 million Equity Rights Offering (as set forth further herein) of (x) common equity interests (the “Reorganized Common Equity”) and (y) preferred equity interests (the “Reorganized Preferred Equity” and, together with the Reorganized Common Equity, the “Reorganized Equity”), in each case in the Company as reorganized pursuant to the Plan (the “Reorganized Company”) , on the terms and conditions set forth herein and subject to satisfactory due diligence. Except as expressly provided herein, the Reorganized Equity shall be purchased or distributed for all purposes under the New Restructuring Support Agreement in “strips” of (i) 20% of Reorganized Preferred Equity and (ii) 80% of Reorganized Common Equity; and unless stated otherwise, references to distributions of Reorganized Equity herein shall mean strips of Reorganized Preferred Equity and Reorganized Common Equity in such proportion.

Nothing contained herein shall be construed as a commitment of any member of the Unsecured Notes Ad Hoc Group or the Secured Notes Ad Hoc Group to provide debt or equity financing to the Company.

The DIP Facility shall have the terms set forth on Exhibit 1 hereto, including that the DIP Facility shall (i) be in the principal amount of $150 million, (ii) be funded 50% by the Secured DIP Lenders (with oversubscription rights) and 50% by the Unsecured DIP Lenders (with oversubscription rights), provided that the DIP Lenders shall be severally (but not jointly) obligated to fund the DIP Facility, provided, further, that if any Secured DIP Lender fails to fund any portion of its Secured DIP Commitment, such portion shall be, first, offered to the remaining Secured DIP Lenders and, second, to the Unsecured DIP Lenders, and provided, further, that if any Unsecured DIP Lender fails to fund any portion of its Unsecured DIP Commitment, such portion shall be, first, offered to the remaining Unsecured DIP Lenders and, second, to the Secured DIP Lenders, (iii) be a single-draw term loan facility, funded in its entirety as soon as reasonably practicable upon entry of the DIP Loan Order, and (iv) include any other modifications to be agreed among the Required DIP Lenders, the Required Supporting Secured Noteholders and the Required Supporting Unsecured Noteholders (provided that all documents and all amendments to or modifications of any document that would have the effect of altering the treatment to be provided to any DIP Lender under the Plan shall be in form and substance acceptable to each DIP Lender affected thereby).

All Parties to the New Restructuring Support Agreement have agreed to support, and not oppose, entry of the Final Cash Collateral Order attached hereto as Exhibit 2.

The proceeds of the DIP Facility shall be used by the Debtors in accordance with a budget to be agreed upon with the Required DIP Lenders.

The “Equitization Consent Fee” means a fee equal to 10% of the amount of the DIP Facility paid in, at the election of each DIP Lender, (a) Reorganized Common Equity or (b) Reorganized Preferred Equity, issued in each case at the Equity Rights Offering Value. The Equitization Consent Fee shall be fully earned upon entry of the DIP Order and payable, and subject to the limitations and conditions, as set forth in the DIP Term Sheet attached hereto as Exhibit 1.

If the maturity of the DIP Facility is accelerated prior to the Effective Date, the Equitization Consent Fee shall be payable as set forth in the DIP Term Sheet attached hereto as Exhibit 1.

The Unsecured Backstop Parties shall severally (but not jointly) backstop $360 million (with oversubscription rights with respect to such amounts), as set forth further herein, and the Secured Backstop Parties shall severally (but not jointly) backstop $40 million (with oversubscription rights with respect to such amounts), as set forth further herein, in each case, of the Equity Rights Offering. To the extent the Unsecured Backstop Parties do not fully backstop such $360 million, any deficiency shall be offered to the Secured Backstop Parties for backstop (but for the avoidance of doubt, there shall be no obligation to fund such deficiency except with the consent of the funding Secured Backstop Party). To the extent the Secured Backstop Parties do not fully backstop such $40 million, any deficiency shall be offered to the Unsecured Backstop Parties for backstop (but for the avoidance of doubt, there shall be no obligation to fund such deficiency except with the consent of the funding Unsecured Backstop Party). For the avoidance of doubt, the right to fund any such deficiency shall be offered first to other Backstop Parties within the same Supporting Class (as defined in the New RSA) before being offered to the Backstop Parties of the other Supporting Class. The “Record Date” for the Equity Rights Offering will be set forth in the order approving the Disclosure Statement.

The proceeds of the Equity Rights Offering shall be used by the Debtors or the Reorganized Company, as applicable, to fund payments under the Plan and for general corporate and strategic purposes as determined by management and the New Board.

All unsecured creditors shall be able to participate in their pro rata share (without oversubscription rights) of up to $360 million of the Equity Rights Offering (the “Unsecured Rights”), and all Secured Noteholders shall have the right to participate in their pro rata share (without oversubscription rights) of up to $40 million of the Equity Rights Offering (the “Secured Rights”) to the extent such holders elect to receive the Secured Rights (as set forth further below in “Plan Treatment of Secured Notes Claims”) and the Reorganized Equity shall be offered in the Equity Rights Offering at the Equity Rights Offering Value. Any unsubscribed portion of the unsecured creditors’ $360 million portion of the Equity Rights Offering shall be purchased by the Unsecured Backstop Parties, and any unsubscribed portion of the Secured Noteholders’ $40 million portion of the Equity Rights Offering shall be purchased by the Secured Backstop Parties, in each case up to such Backstop Party’s commitment under the Backstop Commitment Agreement.

The Backstop Commitment Fee means a nonrefundable aggregate premium equal to 10% of the aggregate amount of the Equity Rights Offering, excluding any oversubscription amounts, payable in, at the election of each Backstop Party, (a) Reorganized Common Equity or (b) Reorganized Preferred Equity, issued in each case at the Equity Rights Offering Value. The Backstop Commitment Fee shall be fully earned upon entry of an order approving the Backstop Commitment Agreement (other than by Backstop Parties who default in their obligations under the Backstop Commitment Agreement) and payable upon earlier of the consummation of the Plan and the termination of the Backstop Commitment Agreement.

If the Backstop Commitment Agreement is terminated prior to the Effective Date for any reason other than the breach of the Backstop Parties, the Backstop Commitment Fee shall be payable to the Backstop Parties in cash in an amount equal to 5% of the aggregate amount of the Equity Rights Offering, excluding any oversubscription amounts, within three (3) business days following the earlier of (a) the closing of an Alternative Transaction and (b) the effective date of a chapter 11 plan; it being understood that a Backstop Party shall not be entitled to the Backstop Commitment Fee under any circumstances if such Backstop Party breaches the Backstop Commitment Agreement. If any of the Backstop Parties fails to satisfy its obligations under the Backstop Commitment Agreement and some or all of the remaining Backstop Parties cure such breach, such curing Backstop Parties shall be entitled to payment of the applicable Backstop Commitment Fee and shall share such Backstop Commitment Fee on a pro rata basis based on participation.

To the extent that the Backstop Commitment Fee is payable in cash, it shall constitute an administrative expense claim against each Debtor, which shall be pari passu with all other administrative expenses.

Unless each holder of a Prepetition Term Loan claim agrees otherwise, each holder of a Prepetition Term Loan claim (including pre- and post-petition interest at the contract rate and all other outstanding amounts, to the extent not otherwise paid as adequate protection pursuant to a cash collateral order and not recharacterized or otherwise avoided) shall receive, at the election of the Required Lenders (as defined under the Prepetition Term Loan) and Required Supporting Unsecured Noteholders, either (a) payment in full in cash, or (b) replaced or amended and reinstated, in any case secured by a first lien on substantially all assets of the Company (subject to customary and other agreed exclusions including for the Lombard Financing Facilities), with the same maturity and interest rate as in the Prepetition Term Loan, and with amendments only to the prepayment, financial, reporting and other affirmative and negative covenants in the Prepetition Term Loan credit agreement acceptable to the Required Backstop Parties, the Required Supporting Secured Noteholders and the Required Supporting Unsecured Noteholders, and an amendment fee to be paid to the holders of Prepetition Term Loan claims in connection with such amendments in an aggregate amount to be agreed.

The Prepetition Term Loan will be cancelled and discharged.

Each holder of a Secured Notes Claim (including pre- and post-petition interest at the non-default contract rate and all other outstanding amounts, to the extent not otherwise paid as adequate protection pursuant to a cash collateral order and not recharacterized or otherwise avoided, but not including any make-whole or prepayment premium) (collectively, the “Secured Notes Claims”) shall receive payment of such holder’s Secured Notes Claims in full in cash (including all pre- and post-petition accrued and unpaid interest), unless such holder elects to instead receive payment in full consisting of (a) cash equal to 98% of such holder’s Secured Notes Claims after giving effect to the payment in full in cash of all pre- and post-petition accrued and unpaid interest and any prepayment of the Secured Notes with proceeds from the DIP Facility, plus (b) such holder’s pro-rata share of the Secured Rights, as determined as a percentage of all holders of Secured Notes Claims.

Approximately $75 million of the DIP Facility shall be used, promptly after the funding thereof, to pay down on a dollar-for-dollar basis amounts outstanding (including principal, pre- and post-petition accrued and unpaid interest and all other amounts owed) under the Secured Notes.

The Secured Notes will be cancelled and discharged.

Each holder of a claim on account of the Unsecured Notes that is an accredited investor shall, on account of such claim, receive its pro-rata share of:

(a)   100% of the Reorganized Common Equity, subject to dilution as set forth herein, and

(b)   the Unsecured Rights, as determined as a percentage of all holders of (x) Unsecured Notes Claims held by accredited investors and (y) General Unsecured Claims that do not receive the GUC Cash Treatment (as defined and described below).

Each holder of a claim on account of the Unsecured Notes that is not an accredited investor shall, on account of such claim, receive cash in an amount of its pro-rata share (along with holders of General Unsecured Claims that receive the GUC Cash Treatment) of an amount of cash to be agreed among the Company, the Required Supporting Secured Noteholders, the Required Supporting Unsecured Noteholders, and the Required Backstop Parties in connection with the execution of this Term Sheet (which amounts shall be funded by one or more of such parties in addition to the Backstop Commitments, the “Unsecured Cash Pool”) (such treatment, the “Unsecured Notes Cash Treatment”).

The Unsecured Notes and all other Unsecured Claims in this class will be canceled and discharged.

Each holder of an Unsecured Claim (other than the Unsecured Notes Claims and the Trade Vendor Claims), including, but not limited to, Unsecured Claims arising under Section 502(g) of the Bankruptcy Code (collectively, “General Unsecured Claims”) shall receive, at the option of such holder, if such holder is an accredited investor, such holder’s pro-rata share of:

(a)   100% of the Reorganized Common Equity, subject to dilution as set forth herein; and

(b)   the Unsecured Rights, as determined as a percentage of all holders of (x) Unsecured Notes Claims held by accredited investors and (y) General Unsecured Claims that do not receive the GUC Cash Treatment; (as defined and described below);

or, to the extent such holder is not an accredited investor or declines the treatment set forth in clause (a) and (b), shall solely receive the treatment set forth in clause (c):

(c)   The Unsecured Cash Pool, distributed pro-rata to all holders of General Unsecured Claims that opt to receive cash in lieu of the treatment set forth in subclause (a) and (b) and holders of the Unsecured Notes that receive the Unsecured Notes Cash Treatment (such treatment set forth in this clause (c), the “GUC Cash Treatment”).

Exact percentages of Reorganized Common Equity and Unsecured Rights to be allocated to holders of General Unsecured Claims based on the assets and liabilities of each Debtor, on and where such Unsecured Claims reside.

The General Unsecured Claims will be cancelled and discharged.

The guarantee of the UK SAR contract by the Company and any of its affiliates shall be unaffected by the Restructuring and shall be unimpaired or reinstated under the Plan.

The Company’s guarantees of Lombard (BULL) Financing Facility and Lombard (BALL) Financing Facility shall be unaffected by the Restructuring and shall be unimpaired or reinstated under the Plan.

The Company’s guarantees of revenue-generating customer contracts (to be identified in the Plan Supplement) generally shall be unaffected by the Restructuring and generally shall be unimpaired or reinstated under the Plan, in each case subject to the reasonable consent of the Required Supporting Secured Noteholders, the Required Supporting Unsecured Noteholders, and the Required Backstop Parties.

The occurrence of the Effective Date shall be subject to the satisfaction of certain conditions precedent customary in transactions of the type described herein, including, without limitation, the following:

All definitive documentation for the Restructuring shall have been executed and remain in full force and effect, which definitive documentation shall be in form and substance reasonably acceptable to the Reorganized Debtors, the Required Backstop Parties, the Required Supporting Unsecured Noteholders and the Required Supporting Secured Noteholders.

All requisite filings with governmental authorities and third parties shall have become effective, and all such governmental authorities and third parties shall have approved or consented to the Restructuring, to the extent required.

Agreement is in effect (i) to not seek recharacterization of or otherwise challenge the validity, enforceability, priority, any terms of or payments under the Secured Notes, the Prepetition Term Loan or the DIP Loan or any lien, security interest, Claim, Interest or adequate protection in respect of any of the foregoing and (ii) to not seek to disgorge or recharacterize as principal any payment of interest, fees or expenses paid pursuant to the Prepetition Term Loan, the DIP Facility, the Cash Collateral Order, the DIP Loan Order or the Approval Order. The New Restructuring Support Agreement and Backstop Commitment Agreement shall not become effective or binding until the date on which the New Restructuring Support Agreement and Backstop Commitment Agreement are fully executed and effective in accordance with their terms.

Additionally, the terms set forth in the New Restructuring Support Agreement and this Restructuring Term Sheet are a negotiated settlement that assumes the consummation of the Restructuring and the occurrence of the Effective Date, but if the New Restructuring Support Agreement terminates prior to the Effective Date for any reason, none of the terms set forth in the New Restructuring Supporting Agreement or this Restructuring Term Sheet shall be deemed an admission of any kind or binding in any way on any party to the New Restructuring Support Agreement, and all parties’ rights are reserved in the event of the termination of the New Restructuring Support Agreement for any reason, including without limitation, any consent to the use of the cash collateral or the priming of any interest or claims of the Secured Notes Ad Hoc Group by this DIP Facility or otherwise. The Plan Equity Value set forth herein is solely for settlement purposes in connection with the Plan contemplated by the New Restructuring Support Agreement and shall not be used against any party or applied to any other Plan outside of the New Restructuring Support Agreement.

The facility will be a senior, secured super priority, priming debtor-in-possession credit facility (the “DIP Facility”; the loans thereunder, the “DIP Loans”) in the aggregate principal amount of up to $150 million (including any oversubscription amounts with respect thereto, the “Total DIP Commitment”).

The Total DIP Commitment will be available upon entry of the DIP Order (as defined below) and will be available in a single drawing in the amount of the Total DIP Commitment, which such drawing shall be made within 3 business days following entry of the DIP Order. The Total DIP Commitment shall terminate immediately and automatically upon such drawing.

funding of the DIP Facility, in their capacity as signatories to the DIP Commitment Letter and, following the funding of the DIP Facility, in their capacity as lenders under the DIP Facility, the “Unsecured DIP Lenders” and, together with the Secured DIP Lenders, the “DIP Lenders”), in each case that have agreed to provide the DIP Facility on the terms and conditions set forth herein and in the DIP Commitment Letter. The “Required DIP Lenders” shall mean, at any time, two or more, unaffiliated DIP Lenders holding greater than 66 and 2/3% of (a) prior to the funding of the DIP Facility, the Total DIP Commitment, and (b) following the funding of the DIP Facility, the aggregated outstanding DIP Loans. The “Supermajority DIP Lenders” shall mean, at any time, two or more, unaffiliated DIP Lenders holding greater than 75% of (a) prior to the funding of the DIP Facility, the Total DIP Commitment, and (b) following the funding of the DIP Facility, the aggregated outstanding DIP Loans.

The DIP Loans shall be funded 50% by the Secured DIP Lenders and 50% by the Unsecured DIP Lenders, subject to the terms and conditions set forth in this DIP Term Sheet and in the DIP Commitment Letter; provided, that in the event that any DIP Lender does not fund its portion of the DIP Facility for any reason, any other DIP Lender shall have the right (but not the obligation) to provide funding for any such deficiency in the DIP Facility, as set forth in greater detail in the Restructuring Term Sheet; provided, further, that the right to fund any such deficiency shall be offered first to other DIP Lenders within the same Supporting Class (as defined in the New RSA) before being offered to DIP Lenders of the other Supporting Class.

Commitment Fee of 2% (based on the Total DIP Commitment), which shall be fully earned and due and payable to the DIP Lenders by the Borrowers upon entry of the DIP Order; provided, however, that the Commitment Fee shall be reduced, without duplication, dollar for dollar by the amount of any commitment fee previously paid to the DIP Lenders that are members of the Secured Notes Ad Hoc Group pursuant to the Prior DIP Term Sheet, and such reduction shall be applied to such DIP Lenders that previously received a commitment fee.

In addition, the Borrowers shall pay to the DIP Lenders an exit fee equal to 1% of the aggregate principal amount of any DIP Loan repaid or prepaid or that remain outstanding on the DIP Maturity Date, such fee to be fully earned on the closing of the DIP Facility and due and payable on each prepayment or repayment date on the portion of DIP Loans so prepaid or repaid, or on the DIP Maturity Date, as applicable.

The proceeds of the DIP Facility shall be used by the Company in accordance with the Semi-Annual Cash Flow Forecast (as defined below) to provide working capital to the Company, fund the costs of the administration of the Debtors’ bankruptcy cases and the consummation of the restructuring as provided in the Plan, which shall provide for the treatment of the DIP Facility as set forth in this Term Sheet or otherwise as agreed upon by the Debtors and the Required DIP Lenders, in their reasonable discretion.

Approximately $75 million of the DIP Facility will be used, promptly after the funding thereof, to pay down the outstanding Secured Notes; provided that such pay down shall pay on a dollar-for-dollar basis amounts outstanding (including principal, pre- and post-petition accrued and unpaid interest and all other amounts owed, with the exception of any make-whole or prepayment premium) under the Secured Notes.

Upon the Effective Date, all outstanding DIP Facility claims (including, without limitation, all accrued interest, fees, expenses and other amounts) held by each DIP Lender shall be satisfied and discharged in full in exchange for an agreed-upon percentage (which agreement shall be as set forth in the restructuring term sheet (as the same may be amended or modified in accordance with its terms, the “Restructuring Term Sheet”) attached to the amended and restated restructuring support agreement dated June 26, 2019 (the “New RSA”) unless the New RSA is no longer in effect) of the equity of Bristow Parent (the “Equity Conversion”) at an agreed-upon discount (which discount shall be the discount set forth in the Restructuring Term Sheet unless the New RSA is no longer in effect) to the equity value (which equity value shall be the equity value set forth in the Restructuring Term Sheet unless the New RSA is no longer in effect), which exchange ratio, discount and equity value shall be acceptable to the Required DIP Lenders.

The Equitization Consent Fee (as defined in the Restructuring Term Sheet) shall be payable to each DIP Lender that executes the Backstop Commitment Agreement and shall be fully earned upon the Bankruptcy Court’s entry of the DIP Order and payable upon the earlier of the DIP Maturity Date and the termination of the New RSA; provided that, if the maturity of the DIP Facility is accelerated prior to the effective date of the Plan, the Equitization Consent Fee shall be payable to each such DIP Lender in cash in an amount equal to 5% of the amount of the funded DIP Facility within three (3) business days following such acceleration; provided, further, that no Equitization Consent Fee shall be due or payable to any DIP Lenders if the New RSA is

The DIP Facility will be granted:

(a)   By the consent of the lenders thereto (which, for the avoidance of doubt, shall be deemed withdrawn and not provided if the New RSA is terminated), first priority priming senior liens on the Prepetition Term Loan Collateral, the collateral securing the Secured Notes, in each case to the extent held by a Debtor Obligor;

(b)   First priority senior liens on all other present and after-acquired unencumbered property or other property otherwise not subject to validly perfected liens (whether tangible, intangible, real, personal or mixed and wherever located) of the Debtor Obligors, including without limitation proceeds of avoidance actions and the DIP Loan Disbursement Account (as defined below);

(c)   Junior liens on (i) all Prepetition Term Loan Collateral held by a non-Debtor Obligor and (ii) all collateral that is subject to validly perfected liens as of the date of filing of the Chapter 11 Cases permitted under the Prepetition Term Loan and the Secured Notes, including collateral securing the equipment financing facilities other than the Bristow U.S. Leasing LLC (“BULL”) equipment financing facility (collectively with the collateral set forth in subclause (i) and clauses (a) and (b) above, the “DIP Collateral”); and

(d)   Superpriority administrative expense claims against all Debtors, subject to the Carve-Out (the “DIP Superpriority Claims”).

Notwithstanding the foregoing, the DIP Facility shall be subject to the Carve-Out (as defined below) in all respects; and the liens on the DIP Collateral shall be junior and subordinate to the Carve-Out. Equipment Facility Lenders means Lombard plc, PK Air Finance, and Macquarie.

All of the liens securing the DIP Facility described herein shall, to the fullest extent permitted by applicable law and bankruptcy jurisdiction, be effective and perfected upon entry of the DIP Order (except as expressly provided herein) and without the necessity of the execution of mortgages, security agreements, pledge agreements, financing statements or other agreements.

Notwithstanding the foregoing, the Company shall take all actions necessary, desirable and/or requested by the DIP Agent or DIP Lenders to create and perfect all liens in the collateral securing the DIP Facility in each jurisdiction in which the DIP Order is not applicable, subject to the Documentation Principles.

In addition, with respect to the DIP Facility, the DIP Order will provide for waivers of section 506(c), section 552(b)’s equities of the case exception, and any right to apply the equitable doctrine of marshaling, among other customary terms and provisions.

The DIP Loan Documents shall provide that the Borrowers shall create one or more newly formed accounts maintained in a financial institution acceptable to the Required DIP Lenders (the “DIP Loan Disbursement Account”) owned by Bristow Parent, and subject to a deposit account control agreement (in form and substance satisfactory to the Required DIP Lenders and the DIP Agent), which shall provide, inter alia, that the DIP Agent shall have immediate and sole control over the account (including disbursements therefrom); it being understood that no disbursements therefrom shall be permitted except pursuant to the DIP Order.

The disbursements from the DIP Loan Disbursement Account shall only be made in compliance with the Semi-Annual Cash Flow Forecast for such uses as are specified herein. The Bankruptcy Court shall have approved a final cash management order on or prior to the date of entry of the DIP Order, which shall be in form and substance acceptable to the Required DIP Lenders (the “Interim Cash Management Order” and the “Final Cash Management Order,” as applicable).

The Borrowers shall provide the DIP Agent, the DIP Lenders, the advisors to the Secured Notes Ad Hoc Group and the advisors to the Unsecured Notes Ad Hoc Group:

(a)   monthly unaudited consolidated financial statements (excluding cash flow statements) of Bristow Parent and its subsidiaries within 20 business days after the end of each fiscal month, commencing with the first full month in which the DIP Loan is funded, certified by Bristow Parent’s chief financial officer, chief accounting officer or treasurer;

(b)   quarterly unaudited consolidated financial statements of Bristow Parent and its domestic and foreign subsidiaries within 45 days of quarter-end for the first three fiscal quarters of the fiscal year, certified by Bristow Parent’s chief financial officer, chief accounting officer or treasurer;

(c)   annual audited consolidated financial statements of Bristow Parent and its subsidiaries (together with consolidating financial statements of Bristow Parent’s foreign subsidiaries) within 90 days of year-end (or 120 days, in the case of the fiscal year ended March 31, 2019), certified by Bristow Parent’s chief financial officer, chief accounting officer or treasurer and, with respect to such consolidated statements, by KPMG or other independent certified public accountants of recognized national standing acceptable to the Required DIP Lenders;

(d)   (i) on or before the last business day at the end of every four-week period but consistent with the cadence of the reporting currently required by the Prepetition Term Loan, an updated Semi-Annual Cash Flow Forecast; provided that the initial Semi-Annual Cash Flow Forecast shall be received and approved by the DIP Agent and the Required DIP Lenders on or before the funding of the DIP Facility, but shall be considered acceptable if consistent with the most recent forecast that has been delivered under the Prepetition Term Loan; and (ii) on or before the last business day at the end of every two-week period, consistent with delivery schedule under the Prepetition Term Loan, a Variance Report for the immediately preceding week(s) included in the latest Semi-Annual Cash Flow Forecast previously delivered prior to such date under the Prepetition Term Loan or the DIP Credit Agreement, as applicable;

(e)   weekly liquidity reports and detail on all intercompany cash transfers between the Debtors and the Debtors and/or the non-Debtors (along with an explanation of the bona fide business purpose for each such intercompany cash transfer);

(f)   all pleadings, motions and other documents related to the DIP Facility, by the earlier of (i) two business days prior to being filed (and if impracticable, then promptly after being filed) on behalf of the Company with the Bankruptcy Court, or (ii) prior to the time such documents are provided by the Company to the U.S. Trustee; and

(g)   other customary reporting requirements for similar debtor-in-possession financings and other reporting requirements appropriate to the specific transaction, including, without limitation, with respect to litigation, contingent liabilities, ERISA or environmental events and notice and delivery of certain filings made by the Company.

For the avoidance of doubt, financial reporting packages shall include information on Debtor and non-Debtor subsidiaries, including detailed information on Bristow Aviation Holdings Limited and its subsidiaries.

Conditions precedent to each borrowing under the DIP Facility shall be customary for financings of this type and consistent with the Documentation Principles (as defined below), and shall include, without limitation:

(a)   the preparation, authorization, execution and delivery by the Borrowers and the Guarantors of loan and security documentation, borrowing notices, legal opinions, closing certificates, organizational documents, evidence of authorization and good standing and the Semi-Annual Cash Flow Forecast in each case in customary form and satisfactory to the DIP Agent and the Required DIP Lenders;

(b)   all documents and instruments required to create and perfect the liens in the DIP Collateral shall have been executed and delivered by the Borrowers, the Guarantors and any other necessary persons or entities and be in proper form for filing in the appropriate jurisdiction;

(c)   entry by the Bankruptcy Court of the DIP Order, which shall include approval of the granting of the liens securing the DIP Facility to the DIP Agent with the priority specified herein;

(d)   the representations and warranties of the Borrowers and Guarantors under the DIP Loan Documents shall be true and correct;

(e)   the Borrowers shall have given the DIP Lenders three business days’ notice of any requests for a drawing under the DIP Facility;

(f)   no default under the DIP Loan Documents shall have occurred and be continuing;

(g)   the Prepetition Term Loan shall have been amended or the applicable provisions thereof waived by the Required Lenders (as defined in the credit agreement governing the Prepetition Term Loan) to permit the entry into the DIP Loan Documents in form and substance satisfactory to the Borrowers and the Required DIP Lenders;

(h)   the board of directors of Bristow Helicopters Group Limited shall have approved the entry into the DIP Loan Documents;

(i) the New RSA shall not have been terminated or amended without the consent of the Required DIP Lenders; and

(j) all reasonable and documented fees, costs and expenses owed to the DIP Lenders and advisors to the Secured Notes Ad Hoc Group and Unsecured Notes Ad Hoc Group shall have been paid.

The DIP Loan Documents will contain customary affirmative covenants in form and substance acceptable to the DIP Agent and Required DIP Lenders and consistent with the Documentation Principles, subject to, where appropriate, materiality thresholds, carve-outs and exceptions to be agreed, and including without limitation, requirements:

(a)   to perfect the DIP Agent’s liens on any non-Debtor assets comprising DIP Collateral;

(b)   that all pleadings, motions and other documents related to the DIP Facility filed on behalf of the Debtors be reasonably acceptable to the Required DIP Lenders;

(c)   to provide to the DIP Lenders and their financial advisors access to the financial advisors to the Company upon reasonable prior notice at all times during the Chapter 11 Cases; and

(d)   that the U.K. SAR contract remain in full force and effect, without material modifications or impairments, which would be adverse to the interests of the DIP Lenders, at all times during the Chapter 11 Cases and upon the Debtors’ exit from bankruptcy.

The DIP Loan Documents will contain financial covenants applicable to Bristow Parent and its subsidiaries, and acceptable to the DIP Agent and the Required DIP Lenders, limited to compliance with the Semi-Annual Cash Flow Forecast as measured by an appropriate variance test measured and tested on a rolling four-week basis.

On or before the last business day at the end of every second week, consistent with the delivery schedule of such reports being delivered under the Prepetition Term Loan, commencing with the first delivery date occurring under the Prepetition Term Loan following the funding of the DIP Loan, the Company shall deliver to the DIP Agent a variance report (each, a “Variance Report”) for the immediately preceding week(s) included in the latest Semi-Annual Cash Flow Forecast, (A) showing, for each week, actual total cash receipts,

disbursements, net cash flow, professional fees and capital expenditures, (B) noting therein cumulative variances from projected values set forth for such periods in the relevant Semi-Annual Cash Flow Forecast, (C) providing an explanation for all material variances in form and substance satisfactory to the DIP Agent acting at the direction of the Required DIP Lenders and (D) setting forth in reasonable detail calculations, made consistent with the terms of the DIP Credit Agreement and otherwise using customary methods, demonstrating compliance with the below.

On the delivery of each Variance Report following the effective date of the DIP Facility (each, a “Test Date”):

(i) commencing with the Test Date corresponding to the applicable period for which a variance report is then being delivered under the Prepetition Term Loan following the date of the funding of the DIP Loan, the total operating disbursements of the Company for the applicable period described in the immediately following proviso, shall not exceed the sum of the aggregate amount forecasted therefor in the Semi-Annual Cash Flow Forecast for such period by more than 10% of the forecasted amount; provided that, with respect to the Test Date for which the corresponding requirement would apply under the Prepetition Term Loan, the applicable Variance Report shall cover the immediately preceding four-week period ending prior to such Test Date. Certification of compliance with this covenant shall be provided for such Test Date, concurrently with delivery of each Variance Report and shall have been certified by a responsible officer of either Borrower and be in a form satisfactory to the advisors to the DIP Agent and the Required DIP Lenders; and

(ii) commencing with the Test Date corresponding to the applicable period for which a variance report is being delivered under the Prepetition Term Loan, the total receipts of the Company in the period covered by such Variance Report, shall not be less than 80% of the sum of the aggregate amount forecasted therefor in the Semi-Annual Cash Flow Forecast relevant for the immediately preceding six-week period.

On August 2, 2019, if the DIP Loans have been borrowed, the first two weeks forecasted will be from the previous Semi-Annual Cash Flow Forecast and the last four weeks forecasted will be from the latest Semi-Annual Cash Flow Forecast, provided that the previous and latest Semi-Annual Cash Flow Forecasts, respectively, are satisfactory to the Required DIP Lenders (otherwise the variance will be based upon the last Semi-Annual Cash Flow Forecast that was acceptable to the Required DIP Lenders). Testing in future periods will follow the logic above. Certification of compliance with this covenant shall be provided for such Test Date, concurrently with

delivery of each Variance Report, and shall have been certified by a responsible officer of the Company and be in a form satisfactory to the advisors to the DIP Agent and the Required DIP Lenders.

For the avoidance of doubt, the Borrowers shall not be required to provide any Variance Reports using logic or based on timing that differs in any respect from the requirements set forth in Section 6.1 of the Prepetition Term Loan credit agreement.

The DIP Loan Documents will contain customary events of default (each, an “Event of Default”) (with, where appropriate, customary materiality thresholds, grace periods and exceptions) in form and substance appropriate for debtor-in-possession financings and the specific transaction, and which shall be acceptable to the DIP Agent and the Required DIP Lenders and consistent with the Documentation Principles, including without limitation:

(a)   failure to make any payment when due of the fees and expenses of the professional advisors to the secured parties under the DIP Loan Documents;

(b)   bankruptcy or other insolvency events of direct or indirect non-Debtor subsidiaries of the Borrower other than as a result of the commencement of the Chapter 11 Cases;

(c)   failure or invalidity in any respect of liens granted pursuant to the DIP Order or failure in any respect to maintain the priority thereof as specified herein or in the DIP Order;

(d)   the termination of or other exercise of remedies by the U.K. government under the U.K. SAR contract;

(e)   the making of any payments in respect of prepetition obligations other than as agreed to by the Required DIP Lenders;

(f)   the entry of an order of the Bankruptcy Court granting any claim, other than as permitted under the DIP Loan Documents including any carve-out for administrative expenses, superiority administrative expense claim status pari passu with or senior to the claims in favor of the DIP Lenders under the DIP Facility;

(g)   noncompliance by any Obligor or any of its subsidiaries with the terms of the DIP Order;

(h)   failure to comply with any of the Case Milestones (provided, however, that the parties shall work in good faith to extend the Case Milestones to the extent necessary to accommodate the schedule of the Bankruptcy Court);

(i) (i) entry of an order dismissing any of the Chapter 11 Cases or converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or any filing by the Debtors of a motion or other pleading seeking entry of such an order; (ii) a trustee, responsible officer or an examiner having expanded powers (beyond those set forth under section 1106(a)(3) and (4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code (other than a fee examiner) is appointed or elected in the Chapter 11 Cases, the Debtors apply for, consent to or acquiesce in, any such appointment, or the Bankruptcy Court shall have entered an order providing for such an appointment, in each case without the prior written consent of the Required DIP Lenders in their sole discretion; (iii) the entry of an order staying, reversing, vacating or otherwise modifying the DIP Order, or the filing by the Debtors of an application, motion or other pleading seeking entry of such an order; (iv) without the consent of the Required DIP Lenders, the entry of an order in any of the Chapter 11 Cases seeking authority to use cash collateral (other than with the prior written consent of the Required DIP Lenders) or to obtain financing under section 364 of the Bankruptcy Code (other than the DIP Facility); (v) without the consent of the Required DIP Lenders the entry of an order in any of the Chapter 11 Cases granting adequate protection to any other person (which, for the avoidance of doubt, shall not apply to any payments made pursuant to “first day” or other orders reasonably acceptable to the Required DIP Lenders) or (vi) the filing or support of any pleading by any Obligor (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any of the matters set forth in clauses (i) through (v) above;

(j) the termination of the New RSA;

(k)   the commencement of any action by any Obligor or any direct or indirect subsidiary of any Obligor against any of the prepetition secured parties with respect to any of the obligations or liens under or with respect to the Secured Notes or the Prepetition Term Loan, or any of the obligations under or with respect to the Unsecured Notes;

(l) breach of covenants, including, without limitation, failure to comply with the Semi-Annual Cash Flow Forecast (subject to any permitted variance);

(m) material breach of representations and warranties;

(n)   the filing of a chapter 11 plan by the Company pursuant to which (i) the DIP Loan claims of the DIP Lenders that have executed and performed under the Backstop Commitment Agreement would receive any treatment other than the Equity Conversion, unless the Supermajority DIP Lenders have provided their written approval, or (ii) the DIP Loan claims of the DIP Lenders that have not executed the Backstop Commitment Agreement would receive payment in full in cash, unless such affected DIP Lender’s consent;

(o)   failure to make any payment when due on the DIP Loans and all other obligations relating to the DIP Loans and the DIP Facility or any other payments due to the secured parties under the DIP Loan Documents; and

(p)   the entry by the Bankruptcy Court of (i) an order or orders granting relief from the automatic stay to a holder or holders of any security interest to permit foreclosure (or the granting of a deed in lieu of foreclosure or the like) on any of the Debtors’ assets or (ii) a postpetition judgment or judgments of any U.S. court against any Debtor, in each case, which have a value in the aggregate in excess of $15,000,000.

Assignments must be to a Supporting Noteholder (or affiliate thereof or a fund managed or advised thereby) and in a minimum amount of $500,000 (or, if less, the remaining commitments and/or DIP Loans of any assigning DIP Lender) and are subject to the consent of the DIP Agent and the Debtors (such consent not to be unreasonably withheld, conditioned or delayed), except, in each case, with respect to any assignment to a DIP Lender, an affiliate of such a DIP Lender or a fund engaged in investing in commercial loans that is advised or managed by such a DIP Lender or the advisor or manager of such DIP Lender. No consent of the Borrowers shall be required with respect to any such assignment during the existence of an Event of Default.

Participations will be permitted subject to customary limitations on voting rights, except with respect to matters requiring consent from all DIP Lenders or all affected DIP Lenders.

This term sheet shall be subject to further documentation, including, without limitation, the DIP Credit Agreement, the order(s) approving the DIP Facility, and all the security and collateral agreements (including, without limitation, account control agreements) that are required by, and are in form and substance satisfactory to, the DIP Agent and DIP Lenders (collectively, the “DIP Loan Documents”).

The DIP Credit Agreement shall not become effective or binding until the date on which the DIP Credit Agreement is fully executed and the DIP Order is entered.

The DIP Loan Documents will be consistent with the Documentation Principles.

As used herein, “Documentation Principles” means documentation based on and that will be drafted starting from the Prepetition Term Loan Agreement dated as of May 10, 2019; provided that the definitive documentation will be modified (i) to reflect the express terms and conditions set forth in this DIP Term Sheet, (ii) to account for the existence and continuance of the Chapter 11 Cases (including customary representations and warranties, covenants and events of default for facilities of this type) and to include provisions applicable to, appropriate for or customary in debtor-in-possession facilities generally, (iii) to reflect changes in law and market practice, and (iv) as otherwise agreed between the Company and the Required DIP Lenders. Notwithstanding the foregoing or any other provision hereof, certain “thresholds,” “baskets,” “grace periods,” and “cure periods” shall be modified in a customary manner for debtor-in-possession facilities.

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