Dated November 27, BIBBY OFFSHORE HOLDINGS LIMITED as the Company. BIBBY OFFSHORE SERVICES PLC as the Existing Notes Issuer

Transcription

1 EXECUTION VERSION Dated November 27, 2017 BIBBY OFFSHORE HOLDINGS LIMITED as the Company BIBBY OFFSHORE SERVICES PLC as the Existing Notes Issuer THE ORIGINAL GUARANTORS THE SHAREHOLDER YORK CAPITAL MANAGEMENT EUROPE (UK) ADVISORS, LLP THE AD-HOC COMMITTEE THE ORIGINAL PARTICIPATING NOTEHOLDERS THE INFORMATION AGENT and THE CALCULATION AND SETTLEMENT AGENT RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT

2 TABLE OF CONTENTS Page 1. Definitions and Interpretation The Financial Restructuring Lock-Up Effectiveness and Accession Relationship with Other Documents Participating Noteholder s Rights and Obligations Condition Precedent to the Financial Restructuring General Undertakings Undertakings by the Obligors Undertakings by the Participating Noteholders Undertakings by the Shareholder Limitations on Undertakings Role of Participating Noteholders Termination Individual rights to termination Representations Continuous Disclosure Obligations Publicity Provision of Information Specific Performance Further Assurance Confirmation of Support or Participation of Participating Noteholders Calculation and Settlement Agent Notices Partial Invalidity Remedies and Waivers Amendments and Waivers Reservation of Rights Counterparts Governing Law i-

3 30. Enforcement Schedule 1 The Original Parties Schedule 2 Form of Accession Deed Schedule 3 Group Structure Chart Schedule 4 Steps Plan Schedule 5 Scheme Timetable Schedule 6 Equity Term Sheet Schedule 7 Commercial Term Sheet Schedule 8 Subscription Agreement Schedule 9 Lock-Up Debt Confirmation Schedule 10 Notice Details Schedule 11 Specific Disclosures ii-

4 THIS AGREEMENT is dated November 27, 2017 and made between: (1) BIBBY OFFSHORE HOLDINGS LIMITED, (a company incorporated in England and Wales with registered number ) (the Company ); (2) BIBBY OFFSHORE SERVICES PLC, (a company incorporated in England and Wales with registered number ) (the Existing Notes Issuer ); (3) THE COMPANIES listed in Part I of Schedule 1 (The Original Parties) (the Original Guarantors ); (4) BIBBY LINE GROUP LIMITED, (a company incorporated in England and Wales with registered number ) (the Shareholder ); (5) YORK CAPITAL MANAGEMENT EUROPE (UK) ADVISORS, LLP ( York ); (6) THE AD-HOC COMMITTEE MEMBERS (as defined below), each in its capacity as such; (7) THE ORIGINAL PARTICIPATING NOTEHOLDERS (as defined below); (8) THE INFORMATION AGENT (as defined below); and (9) THE CALCULATION AND SETTLEMENT AGENT (as defined below). BACKGROUND WHEREAS: (A) (B) (C) The Company (on behalf of itself and as agent for each of the Obligors), the Shareholder, York and the other Ad-Hoc Committee Members have had restructuring discussions with the objective of reaching an agreement for the recapitalisation of the Group. Following such discussions, the Parties have agreed to enter into this Restructuring Support and Lock-Up Agreement in order to allow for a financial restructuring of the Group which the Parties wish to pursue subject to the terms and conditions set out herein (as supplemented by the Term Sheets) in accordance with the Timetable. The Parties have agreed to enter into this Agreement in order to facilitate the implementation of a financial restructuring. NOW, THEREFORE, the parties agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement: Accession Deed means a document substantially in the form set out in Schedule 2 (Form of Accession Deed). -1-

5 Additional Participating Noteholder means any person which has become a Participating Noteholder in accordance with Clause 3.2 (Accession). Ad-Hoc Committee means the informal Ad-Hoc committee of Existing Noteholders appointed for the purpose of assisting discussions regarding a financial restructuring of the Group and (as of the date hereof) comprising the Original Participating Noteholders. Ad-Hoc Committee Member means each person appointed as a member of the Ad-Hoc Committee (who has not resigned from such position and whose appointment has not been terminated, in each case). Ad-Hoc Committee s Counsel means Sullivan & Cromwell LLP, English law and New York law counsel to the Ad Hoc Committee and Carey Olsen, Jersey law counsel to the Ad Hoc Committee, or any successor legal counsel(s) to Ad-Hoc Committee. Affiliate means, in relation to any person, any fund manager of that person, any funds managed or advised by that person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration. Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and the Bailiwick of Jersey. Calculation and Settlement Agent means Global Loan Agency Services Limited a company incorporated in England and Wales with registered number , in its capacity as calculation and settlement agent. Cleansing Materials means the announcement in the form agreed between the Ad Hoc Committee and the Company. Code has the meaning given in Clause 15.5(m) (Representations and Warranties of the Company and Obligors). Commercial Term Sheet means the term sheet set out in Schedule 7 (Commercial Term Sheet). Company s Counsel means Latham & Watkins (London) LLP or any successor legal counsel to the Company and the Group. Debt means all present and future moneys, debts and liabilities due, owing or incurred from time to time by any Obligor or any member of the Group to any Existing Noteholder under or in connection with any Existing Notes Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise). Dispute has the meaning given in Clause 30.1(a) (Jurisdiction). Disqualified Noteholder means an Existing Noteholder who is a citizen of, or domiciled or resident in, or subject to the laws of, any jurisdiction where the offer to issue to, or subscription -2-

6 by, such person of any Ordinary Shares is prohibited by law or would, or would be likely to, result in TopCo or any other Group Company being required to comply with any filing, registration, disclosure or other onerous (as may be decided by the board of TopCo at its sole discretion) requirement in such jurisdiction or an Existing Noteholder who does not provide the required account and KYC information to the Calculation and Settlement Agent to enable the Calculation and Settlement Agent to deliver Ordinary Shares to such Existing Noteholder. Disqualifying Event has the meaning given in Clause 15.2 (l) (Warranties of the Participating Noteholders). Encumbrances means any interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any charge, mortgage, lien, pledge, assignment, hypothecation, collateral, security right or interest, retention of title or any other security agreement or any agreement, arrangement or obligation to create any of the foregoing. End Date means the first to occur of the Termination Date, the Long-Stop Date, the Restructuring Effective Date and the date on which the obligations of all of the Purchasers (as defined in the Subscription Agreement) under the Subscription Agreement terminate in accordance with Clause 10.2 (Termination by a Purchaser) of the Subscription Agreement. Enforcement Action means any action of any kind to: (a) (b) (c) (d) (e) (f) demand payment, declare prematurely due and payable or otherwise seek to accelerate payment of or place on demand all or any part of any Debt; recover, or demand cash cover in respect of, all or any part of any Debt (including by exercising any set-off, save as required by law); exercise or enforce any right under any guarantee granted in relation to (or given in support of) all or any part of any Debt; exercise or enforce any rights under any Security Interest whatsoever (including, without limitation, the crystallisation of a floating charge) which secures or purports to secure any Debt (including, without limitation, any Security Interest created or purported to be created pursuant to any Existing Notes Document); apply or petition for (or take or support any other step which may lead to) any corporate action, legal process (including legal proceedings, execution, distress and diligence) or other procedure or step being taken in relation to any member of the Group entering into insolvency proceedings; or sue, claim or institute or continue legal process (including legal proceedings, execution, distress and diligence) against any member of the Group. Equity Electing Noteholder means an Existing Noteholder that exercises its rights to purchase Ordinary Shares in the Rights Offering in accordance with Clause 2(a) (The Financial Restructuring); Equity Term Sheet means the term sheet set out in Schedule 6 (Equity Term Sheet). Escrow Account has the meaning given to it in the Subscription Agreement. -3-

7 Escrow Agent has the meaning given to it in the Subscription Agreement. Escrow Agreement means the escrow agreement entered into on or around the date of this Agreement in the form set out in Schedule 6 (Form of Escrow Agreement) of the Subscription Agreement and/or such other escrow agreement pursuant to which the Rights Offering proceeds are to be held and distributed. Event of Default has the meaning given to such term in the Existing Notes Indenture. Excluded Notes means Existing Notes held by a Participating Noteholder at the time that it becomes a party to this Agreement that are held by a fund or managed account that is not permitted by the terms of its fund documentation to become a party to the Lock-Up Agreement, as designated in such Participating Noteholder s Locked-Up Debt Confirmation. Executing Party has the meaning given in Clause 3.1(a) (Effectiveness). Exemption has the meaning given in Clause 15.2(l) (Warranties of the Participating Noteholders). Existing Intercreditor Agreement means the Intercreditor Agreement dated on or about 19 June 2014 by and among, inter alios, the Company, the Existing Notes Issuer, the Original Guarantors, the Existing Notes Trustee, the Existing Notes Security Agent and certain other parties thereto. Existing Noteholder means a holder, from time to time, of an Existing Note. Existing Notes means the currently outstanding 175 million of 7.5% Senior Secured Notes due 2021 issued by Bibby Offshore Services Plc. Existing Notes Document means each of the Existing Notes, the Existing Notes Indenture (including the guarantees set forth therein), the Existing Security Documents and any other document governing the terms of the Existing Notes. Existing Notes Indenture means the indenture dated as of June 19, 2014, among, inter alios, the Company, the Existing Notes Issuer, the Original Guarantors, the Existing Notes Trustee and the Existing Notes Security Agent. Existing Notes Security Agent means Wilmington Trust (London) Limited. Existing Notes Trustee means Wilmington Trust, National Association, as trustee under the Existing Notes Indenture and any successor trustee thereto. Existing Revolving Facilities Agreement means the Revolving Facilities Agreement dated on or about 19 June 2014 (as amended and restated on 24 May 2017 and as further amended on 17 November 2017) by and among, inter alios, the Company, Barclays Bank PLC as Mandated Lead Arranger, Barclays Bank PLC as Agent and Wilmington Trust (London) Limited as Security Agent. Existing Security Documents means the Transaction Security Documents as defined in the Existing Intercreditor Agreement. -4-

8 Existing Shares means the existing shares in the Company held by the Shareholder, representing the entire issued share capital of the Company. Financial Restructuring means the financial restructuring of the Group substantially as described in Clause 2 (The Financial Restructuring) and as set out in more detail in the Term Sheets and the Steps Plan. Governmental Body means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency of such body, or any court or arbitrator (public or private). Group means the Company and each of its Subsidiaries from time to time (with each such entity being referred to as a Group Company ). Group Structure Chart means the structure chart of the Group set out in Schedule 3 (Group Structure Chart). Holding Company means, in relation to a company or corporation (for the purpose of this definition, the subsidiary ), any company or corporation in respect of which the subsidiary is a Subsidiary. Holding Period Trustee means GLAS Trust Corporation Limited ( company incorporated in England and Wales with registered number ) in its capacity as holding period trustee, appointed pursuant to a trust deed to be entered into, in respect of the Ordinary Shares allocated to Disqualified Noteholders pursuant to the Holding Trust. Holding Trust means the trust established pursuant to the Scheme pursuant to which Ordinary Shares will be held on trust for Disqualified Noteholders by the Holding Period Trustee. IGA has the meaning given in Clause 15.5(o) (Representations and Warranties of the Company and Obligors). Indemnified Person has the meaning given in Clause 12.10(f) (Indemnity). Independent Restructuring Consultant means AlixPartners UK LLP or any other independent restructuring consultant of the Company approved by the Majority Participating Noteholders. Information has the meaning given in Clause 15.5(i). Information Agent means Global Loan Agency Services Limited a company incorporated in England and Wales with registered number , in its capacity as information agent. Insolvency Event means: (a) the winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Company, any Obligor or any Group Company; -5-

9 (b) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Company, any Obligor or any Group Company; (c) any proceeding under Title 7 or Title 11 of the United States Bankruptcy Code of 1978, or under any similar United States federal or state law; or (d) any analogous procedure or step is taken in any jurisdiction. Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, joint venture, association, partnership or any other entity. Licence Agreement means the Brand Licence and Transition Deed, dated 17 November 2017, between the Company and the Shareholder relating to inter alia the licence of certain intellectual property rights. Locked-Up Debt means in relation to a Participating Noteholder, the principal amount of Existing Notes (other than Excluded Notes) held by that Participating Noteholder or any of its Related Funds and/or Affiliates as disclosed in the most recent Locked-Up Debt Confirmation it has provided to the Company in accordance with this Agreement and the principal amount of any other Existing Notes transferred to it (other than as a broker-dealer in its capacity as a marketmaker of the relevant Debt) or any Affiliates or Related Funds after the date of such Locked-Up Debt Confirmation (in either case, to the extent not reduced or transferred by it under and in accordance with this Agreement). Locked-Up Debt Confirmation means the written confirmation issued by a Participating Noteholder to the Company of the amount of Debt held by, or owed to, that Participating Noteholder or any of its Related Funds and/or Affiliates at the time of such confirmation, in the form set out in Schedule 9 (Locked-Up Debt Confirmation). Long-Stop Date means 28 February Major Amendment means each of the amendments or waivers listed in Clause 26.2 (Major Amendments). Majority Participating Noteholders means, at any time, Existing Noteholders holding in aggregate more than 65% of the aggregate principal amount of the Locked-Up Debt. Material Adverse Effect means, by reference to the position as at the date of this Agreement, a material adverse effect on or material adverse change in: (a) (b) the ability of the Company or the Group to implement or consummate the Financial Restructuring by the Long-Stop Date; or the consolidated financial condition, assets or business of the Group taken as a whole. MidCo has the meaning given to it in the Equity Term Sheet. Minority Noteholder Counsel means Shearman & Sterling LLP. MNPI has the meaning given in Clause 8.2(c) (Further Covenants by Obligors). -6-

10 Obligor means each of the Company, the Existing Notes Issuer, each Original Guarantor and each Subsidiary of the Company which is a party to any Existing Notes Document. Ordinary Shares has the meaning given it in the Equity Term Sheet. Original Participating Noteholder means each Existing Noteholder listed in Part II of Schedule 1 (The Original Parties). Participating Noteholder means: (a) (b) an Original Participating Noteholder; and an Additional Participating Noteholder which, in each case, has not ceased to be a Participating Noteholder in accordance with the terms of this Agreement. Party means a party to this Agreement (including, for the avoidance of doubt, each Additional Participating Noteholder). Practice Statement Letter means the practice statement letter to be issued to scheme creditors in respect of the Scheme required under Practice Statement (Companies: Scheme of Arrangement) dated 15 April Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member State. Qualified Institutional Buyer has the meaning given in Clause 15.2(d) (Warranties of the Participating Noteholders). Qualifying Investor has the meaning given in Clause 15.2(d) (Warranties of the Participating Noteholders). Regulator means any anti-trust, competition or merger control authority, tax authority or any other regulatory body reasonably determined by the Ad Hoc Committee to have jurisdiction in respect of any material aspect of the Financial Restructuring. Related Fund in relation to a fund (the first fund ), means a fund which is managed or advised by the same investment manager or adviser as the first fund or, if it is managed by a different investment manager or adviser, a fund whose investment manager or adviser is an Affiliate of the investment manager or adviser of the first fund. Relevant Member State means any Member State of the European Economic Area which has implemented the Prospectus Directive. Relevant Person has the meaning given in Clause 15.2(l) (Warranties of the Participating Noteholders). Reservations means: -7-

11 (a) (b) (c) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors; the time barring of claims under the Limitation Acts and defences of set-off or counterclaim; and similar principles, rights and defences under the laws of any relevant jurisdiction. Restructuring Documents means this Agreement and all documents, agreements and instruments necessary or desirable to implement or consummate the Financial Restructuring in accordance with this Agreement and the Term Sheets. Restructuring Effective Date means the date on which the Ordinary Shares have been issued pursuant to and in accordance with Clause 2. Restructuring Work Fee has the meaning given in Clause (Restructuring Work Fee). Rights Offering means the pro rata (as to their holdings of Existing Notes) issuance of Ordinary Shares to Equity Electing Noteholders who have elected to participate in such issuance on the terms set out in Clause 2(a)(ii) (The Financial Restructuring). Scheme means the scheme of arrangement proposed pursuant to Part 26 of the Companies Act 2006 between the Existing Notes Issuer or any other Group Company and its scheme creditors in a form to be agreed as set forth in the Steps Plan. Security Interest means: (a) (b) (c) a mortgage, charge (whether legal or equitable, fixed or floating), pledge, lien, hypothecation, security trust, assignment by way of security or other security interest securing any obligation of any person; any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set-off or made subject to a combination of accounts so as to effect payment of sums owed or payable to any person; or any other type of preferential arrangement (including title transfer, sale and leaseback or sale and purchase arrangements) having a similar effect (but excluding, for the avoidance of doubt, any retention of title arrangements). Steps Plan means the implementation steps plan for the Financial Restructuring (incorporating, among other things, the appropriate tax structure) set out in Schedule 4 (Steps Plan) and as may be amended in accordance with the terms of this Agreement. Subscription Agreement means the agreement to be entered into among the Company and certain of the Participating Noteholders (or their Affiliates or Related Funds) as purchasers substantially in the form set out in Schedule 8 (Subscription Agreement) hereto and as may be amended from time to time. Subsidiary means in relation to any company, corporation or other legal entity, (a holding company ), a company, corporation or other legal entity: -8-

12 (a) (b) (c) which is controlled, directly or indirectly, by the holding company; more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or which is a subsidiary of another Subsidiary of the holding company, and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to determine the composition of the majority of its board of directors or equivalent body. Super Majority Participating Noteholders means, at any time, Existing Noteholders holding in aggregate more than 75% of the aggregate principal amount of the total Locked-Up Debt. Surviving Provisions means the provisions of Clauses 1 (Definitions and Interpretation), 5 (Participating Noteholder s Rights and Obligations), 11 (Limitations on Undertakings), 12 (Role of Participating Noteholders) (but excluding Clause 12.11), 17 (Publicity), 23 (Notices), 25 (Remedies and Waivers), 27 (Reservation of Rights), 29 (Governing Law), and 30 (Enforcement). Tax or Taxation means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, asset values, turnover, added value or other reference and statutory, governmental, supra-governmental, national, federal, state, provincial, local or municipal impositions, duties, contributions and levies in each case in the nature of taxation (including, without limitation, any social security or national insurance contributions or payroll taxes) wherever and whenever imposed, and all penalties, charges, costs and interest relating thereto. Tax Authority means any authority, body, agency or official having power or authority in relation to Tax. Term Sheets means each of the Commercial Term Sheet and the Equity Term Sheet. Termination Date means the date on which this Agreement is terminated in accordance with Clause 13 (Termination). Termination Notice has the meaning given in Clause 14.1 (Participating Noteholder rights to voluntary termination). Timetable means the timetable for the implementation of the Financial Restructuring as set forth on Schedule 5 (Scheme Timetable). TopCo has the meaning given to it in the Equity Term Sheet. TopCo Articles the articles of association to be adopted by TopCo to give effect to the Equity Term Sheet. Transitional Services Agreement means the transitional services agreement entered into on or around the date of this Agreement between the Company and the Shareholder relating to inter alia Taxation matters and other transitional services. U.S. Securities Act means the U.S. Securities Act of 1933, as amended. -9-

13 U.S. Securities Act Affiliate has the meaning given to the term affiliate in Rule 405 under the U.S. Securities Act. Vessels has the meaning given to it in Clause 15.5(u) (Representations and Warranties of the Company and Obligors). 1.2 Construction (a) Unless a contrary indication appears, any reference in this Agreement to: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) any person as an Original Participating Noteholder, a Participating Noteholder, an Existing Noteholder, an Obligor or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees; the Ad-Hoc Committee includes, where the context requires, each Ad-Hoc Committee Member; assets includes present and future properties, revenues and rights of every description; an Existing Notes Document or any other agreement or instrument is a reference to that document or other agreement or instrument as amended, novated, supplemented, extended, restated or replaced; ensure, in particular when used in connection with actions to be taken by subsidiaries of a Party, shall mean that the relevant Party shall take all appropriate steps including (without limitation) using its voting rights in shareholders meetings of the respective subsidiaries to resolve that the relevant actions are taken; guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness; indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; an obligation means any duty, obligation or liability of any kind; a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality); a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, -10-

14 intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; (xi) (xii) (xiii) (xiv) (xv) (xvi) a right means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity; shares or share capital includes equivalent ownership interests (and shareholder and similar expressions shall be construed accordingly); include or including shall mean include or including without limitation; a provision of law is a reference to that provision as amended or re-enacted; a time of day is a reference to London time; and the singular includes the plural (and vice versa). (b) (c) Section, Clause and Schedule headings are for ease of reference only. Unless the context requires otherwise, any reference in this Agreement to Debt held by or owed to an Affiliate or a Related Fund of a Participating Noteholder shall be interpreted as a reference to such Debt held only by an Affiliate or Related Fund on behalf of which such Participating Noteholder has authority to execute and has executed this Agreement (or, if applicable, an Accession Deed) and all Locked-Up Debt Confirmations. 1.3 Third party rights Save as expressly provided in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. 1.4 Execution by Participating Noteholders Each Participating Noteholder is entering into this Agreement in its capacity as a Participating Noteholder and only in respect of the Debt which it holds and Debt held by an Affiliate or Related Fund in respect of which the Participating Noteholder has issued a Locked-Up Debt Confirmation and not in any other capacity or in respect of any other debt or other instrument. 2. THE FINANCIAL RESTRUCTURING The Scheme will provide that, subject to the satisfaction or waiver of the conditions set out in Clause 6 (Conditions Precedent to the Financial Restructuring), on the Restructuring Effective Date, the Financial Restructuring will be effected and: (a) the Existing Noteholders will receive: (i) a pro rata share (based on the principal amount of Existing Notes) of 1,875,000 Ordinary Shares; and -11-

15 (ii) the right to purchase Ordinary Shares for each 1,000 principal amount of Existing Notes owned by it at a price equal to 5.00 per Ordinary Share in the Rights Offering; (b) (c) (d) (e) (f) pursuant to the Subscription Agreement, certain Equity Electing Noteholders (or their Affiliates or Related Funds) will purchase Ordinary Shares in an amount equal to (x) 10,000,000 Ordinary Shares less (y) all Ordinary Shares purchased by Existing Noteholders described in Clause 2(a)(ii) above and receive the Ordinary Shares in consideration for their obligations and commitments under the Subscription Agreement; if any entitlements of an Existing Noteholder to Ordinary Shares cannot be transferred to such party (or its nominated recipient(s)) because it is a Disqualified Noteholder, such Ordinary Shares shall be transferred to the Holding Period Trustee and held on trust for the relevant Disqualified Noteholder pursuant to the terms of the Holding Trust; pursuant to the Subscription Agreement, Topco will issue and deliver to the Purchasers (as such term is defined in the Subscription Agreement) pro rata to their commitments in the Subscription Agreement the number of Ordinary Shares equal to (i) 0.04 multiplied by (ii) the number of Ordinary Shares to be outstanding immediately after the consummation of the Financial Restructuring, in consideration for the obligations undertaken by the Purchasers under the Subscription Agreement; Ordinary Shares will be issued to York as a Restructuring Work Fee pursuant to Clause (Restructuring Work Fee) herein; and the full amount of the Existing Notes will be released in consideration for the issuance of Ordinary Shares in accordance with Clause 2(a)(i), in each case in accordance with, and as further described in, the Term Sheets and Steps Plan and this Agreement. 3. LOCK-UP EFFECTIVENESS AND ACCESSION 3.1 Effectiveness (a) (b) (c) The terms of this Agreement shall be binding on each Party executing it with effect from the date of this Agreement. Subject to Clause 13 (Termination) and Clause 14.1 (Individual rights to termination), a Participating Noteholder shall not be able to terminate its participation in this Agreement (and no Termination Notice may be served by a Participating Noteholder) at any time from and including the date of this Agreement or the date of the relevant Accession Deed (in the case of a holder of Debt that becomes a Participating Noteholder in accordance with Clause 3.2 (Accession)). Each Participating Noteholder: (i) shall send immediately after its execution of this Agreement, a copy of this Agreement executed by it to Ad-Hoc Committee, the Company and the Information Agent; and -12-

16 (ii) shall send to the Company and the Information Agent, before or contemporaneously with its execution of this Agreement, a Locked-Up Debt Confirmation confirming the aggregate amount of Debt held by, or which is owed to, it or any of its Related Funds and/or Affiliates as at the date of its execution of this Agreement. (d) For the avoidance of doubt, all Existing Notes (other than Excluded Notes) held by a Participating Noteholder and/or any of its Related Funds and/or Affiliates at any time from and including the date of this Agreement (or the date of the relevant Accession Deed, in the case of a holder of Debt that becomes a Participating Noteholder in accordance with Clause 3.2 (Accession)) shall constitute Locked-Up Debt for the purposes of this Agreement. 3.2 Accession (a) (b) (c) A holder of Debt who is not an Original Participating Noteholder will become a Party to this Agreement as a Participating Noteholder on the date that it delivers a duly executed and completed Accession Deed to the Company. Upon such delivery it shall immediately thereafter send a copy of such Accession Deed to the Ad-Hoc Committee and the Information Agent. Each holder of Debt who becomes a Party to this Agreement in accordance with paragraph (a) above shall send to the Company and the Information Agent, together with a copy of its Accession Deed in accordance with (a) above, a Locked-Up Debt Confirmation, confirming the amount of Debt held by, or which is owed to, it or any of its Related Funds and/or Affiliates on the date it executes the Accession Deed. By delivering an Accession Deed in accordance with paragraph (a) above, such person shall be bound by and shall comply with all the terms of this Agreement which are expressed to be binding on a Participating Noteholder as if it had been a Party in such capacity on and from the date of this Agreement. 4. RELATIONSHIP WITH OTHER DOCUMENTS Until the Restructuring Effective Date, unless a contrary indication appears in this Agreement each of the relevant Parties shall continue to comply with the terms of any Existing Notes Document or any other Debt Document (as defined in the Existing Intercreditor Agreement) to which it is party, including, without limitation, the Existing Intercreditor Agreement, provided that in the event any terms of any such document conflict with the terms of this Agreement in relation to any obligation of, or restriction on, any Party, this Agreement shall prevail. 5. PARTICIPATING NOTEHOLDER S RIGHTS AND OBLIGATIONS (a) The obligations of each Participating Noteholder under this Agreement are several. Failure by a Participating Noteholder to perform its obligations under this Agreement does not affect the obligations of any other Party under this Agreement. No Participating Noteholder is responsible for the obligations of any other Participating Noteholder under this Agreement. -13-

17 (b) The rights of each Participating Noteholder under or in connection with this Agreement are separate and independent rights. A Participating Noteholder may separately enforce its rights under this Agreement unless expressly stated otherwise and save for any right or action which is expressly reserved to the Majority Participating Noteholders or the Super Majority Participating Noteholders. 6. CONDITION PRECEDENT TO THE FINANCIAL RESTRUCTURING The Scheme will provide that the Financial Restructuring will not become effective until all steps required to be taken by the Steps Plan on or prior to the Restructuring Effective Date have occurred or been waived by the Super Majority Participating Noteholders. 7. GENERAL UNDERTAKINGS 7.1 Support for the Financial Restructuring Until the End Date: (a) subject to the terms of this Agreement, each Party shall (subject, in the case of a Participating Noteholder, to Clause 14.1 (Individual rights to termination)) promptly take all steps and actions required to be taken by it in accordance with the Steps Plan and/or the Term Sheets or which is reasonably requested by the Majority Participating Noteholders or the Company to take in connection with the Financial Restructuring, but solely to the extent such action is not inconsistent with the Steps Plan or Term Sheets, including the following (as applicable): (i) (ii) (iii) (iv) (v) (vi) supporting, facilitating, implementing, consummating or otherwise giving effect to the Financial Restructuring; executing any document and giving any notice, proxy, consent, order, instruction or direction required in accordance with the Term Sheets or the Steps Plan or which is necessary to support, facilitate, implement, consummate or otherwise give effect to the Financial Restructuring; providing confirmation that it fully supports the Financial Restructuring; subject to Clause 7.2 (a) (Restructuring Documents), preparing, executing and delivering the Restructuring Documents to which it is required to be a party; taking all steps and actions required to be taken pursuant to, or which are reasonably necessary in accordance with, the Steps Plan or the Term Sheets; preparing and filing for any legal process or proceedings required to implement the Financial Restructuring as contemplated by the Term Sheets, the Steps Plan or any Restructuring Document including, without limitation, in relation to the Scheme and/or any administration or liquidation of the Company, any other Obligor or other Group Company, related applications to relevant courts, Regulators or Governmental Bodies or any other analogous proceedings or steps in accordance with the Steps Plan and taking all necessary steps and actions relating thereto; -14-

18 (vii) voting (or causing any relevant person to vote, to the extent it is legally entitled to cause that person to vote) and (to the extent it is reasonable to do so) exercising any powers (including voting powers) or rights available to it (including in any board, shareholders or creditors meeting or in any process requiring voting or approval), in each case, irrevocably and unconditionally in support of the Financial Restructuring and in favour of: (A) (B) (C) (D) any matter or proposal requiring a relevant waiver, consent, amendment, instruction, discretion or approval under the relevant Existing Notes Documents, including instructing (as applicable) the Existing Notes Trustee or the Existing Notes Security Agent to take any action or to refrain from taking any action; in the case of the Company, an Obligor or other Group Company or the Shareholder, any matter requiring shareholder or board approval, including holding all relevant shareholder meetings and board meetings and passing all shareholder and board resolutions; the Scheme and/or any administration, composition, compromise, assignment, liquidation or other arrangement in respect of the Company, any Obligor or other Group Company; and any enforcement over any security interests that have been granted in favour of the Existing Noteholders, in each case, which is reasonably required in accordance with the Steps Plan and/or the Term Sheets or which is reasonably necessary or desirable to implement and consummate the Financial Restructuring; and (viii) supporting petitions or applications to (and, where applicable, instructing the Ad- Hoc Committee s Counsel or the Company s Counsel to support such petitions or applications on its behalf before) any court to facilitate, implement, consummate or otherwise give effect to the Financial Restructuring including, without limitation, in relation to the Scheme and/or any administration, liquidation of the Company, any other Obligor or other Group Company, related applications to relevant courts, Regulators or Governmental Bodies or any other analogous proceedings and take any reasonable steps or actions relating thereto, including, if required, a final order of the U.S. Bankruptcy Court recognising the Scheme under Chapter 15 of Title 11 of the U.S. Code; and (b) the Company, each Obligor, the Shareholder and each Participating Noteholder shall not (and the Company shall ensure that no other member of the Group will): (i) (ii) take, encourage, assist or support (or procure that any other person takes, encourages, assists or supports) any action, compromises, arrangements, applications or proceedings which would, or would reasonably be expected to, breach or be inconsistent with this Agreement or the Term Sheets taken as a whole; vote for or commit to any alternative restructuring or refinancing that is inconsistent with the Term Sheets or the Steps Plan; or -15-

19 (iii) frustrate, delay, impede or prevent the implementation or consummation of the Financial Restructuring, including opposing the making of any temporary restraining order, or other similar injunctive relief, necessary or desirable to implement or consummate, the Financial Restructuring, provided that the Participating Noteholders, the Company and the Shareholder shall retain their rights and discretions under Clause 26 (Amendments and Waivers). 7.2 Restructuring Documents (a) (b) The Company and the Ad-Hoc Committee shall enter into negotiations with a view to agreeing the Restructuring Documents, in a form consistent in all material respects with the Term Sheets and the Steps Plan taken as a whole (and the Shareholder shall be involved in those negotiations to the extent it is required to be party to a Restructuring Document), acting reasonably and in good faith, with a view to implementing and consummating the Financial Restructuring as soon as reasonably practicable, and, in any event, by no later than the Long-Stop Date. Each Party hereby acknowledges that the Term Sheets set out in summary only the key terms of the Financial Restructuring and the Parties agree that the Company and the Super-Majority Participating Noteholders, acting reasonably and in good faith, may together determine any matter or issue expressly stated in the Term Sheets to be subject to agreement, subject always to the terms of this Agreement and save that the Shareholder shall be involved in determining any matter or issue that expressly relates to or involves the Shareholder (and the Shareholder shall act reasonably and in good faith in respect of the same). 7.3 Restrictions on Enforcement Until the End Date, no Party shall: (a) (b) (c) take any Enforcement Action or action to accelerate any Debt obligations (including, for the avoidance of doubt, in respect of any unpaid interest payments or coupons during the period beginning on the date of this Agreement and ending on the End Date); direct or encourage any other person to take any Enforcement Action or any action to accelerate any Debt obligations; or vote, or allow any proxy appointed by it to vote, in favour of any Enforcement Action or any action to accelerate any Debt obligations. 8. UNDERTAKINGS BY THE OBLIGORS 8.1 Implementation of Financial Restructuring Until the End Date, the Group shall co-operate with and actively assist the Participating Noteholders to implement or consummate the Financial Restructuring, including: (a) making such senior management and other representatives of the Company, as the Independent Restructuring Consultant or the Majority Participating Noteholders may reasonably request, available to assist in all matters in relation to implementation or -16-

20 consummation of the Financial Restructuring at such times as the Independent Restructuring Consultant or the Majority Participating Noteholders may reasonably request; (b) (c) (d) (e) subject always to Clause 8.2 (Further Covenants by Obligors), keeping the Independent Restructuring Consultant, the Ad-Hoc Committee and the Shareholder regularly informed in relation to the status and progress of the Financial Restructuring, including progress in relation to obtaining any necessary or desirable Authorisations, including any consents, from the Existing Noteholders, any investors or shareholders and/or any relevant Regulator or Governmental Body; using its reasonable endeavours to minimise any negative impact of the Financial Restructuring on the business of the Group, including using reasonable endeavours to deal with any material contracts, licences, Authorisations or financing documents which could be terminated or breached as a result of the transactions contemplated by the Term Sheets; taking all reasonable steps to obtain, or assist the Existing Noteholders and the Shareholder to obtain, any necessary or desirable Authorisations, to implement or consummate the Financial Restructuring as soon as reasonably practicable, including any necessary or desirable Authorisations, including any consents, from the Existing Noteholders, the existing shareholders or investors or any relevant Regulator or Governmental Body; and taking all steps as may be reasonably required or desirable to ensure that the Company and each member of the Group complies with the relevant disclosure requirements as required under applicable securities law in respect of the Existing Notes. 8.2 Further Covenants by Obligors (a) Until the End Date, the Company and the Obligors shall procure that no Group Company shall: (i) (ii) (iii) (iv) assign any of its rights or transfer any of its rights or obligations under this Agreement; take or consent to the taking of any action which supports or favours any proposed winding-up, dissolution, administration or reorganisation of any Group Company or any proposed composition, compromise, assignment or arrangement with any creditor of any Group Company, other than pursuant to the implementation and consummation of the Financial Restructuring or other than with respect to Bibby Offshore Australia Pty Ltd; take or consent to the taking of or omit to take any action which action or omission would breach or be inconsistent in any material respect with the Financial Restructuring, this Agreement, the Term Sheets or the Steps Plan; make any voluntary payment, repayment or prepayment of any principal, interest or other amount on or in respect of, or any redemption, purchase or defeasance of, or participate in any risk in respect of, or offer to any creditor or other person any insurance against risk in respect of any Debt in cash or in kind; -17-

21 (v) take or consent to the taking of any corporate action or enter into any transaction outside of the ordinary course of business, including (but not limited to): (A) (B) (C) (D) (E) (F) (G) (H) (I) (J) changing the capital structure of any Group Company, increasing the authorised share capital of any Group Company, issuing any share to any person (save for shareholders that are members of the Group), granting to any person any conditional or unconditional option, warrant or other right to call for the issue or allotment of, subscribe for, purchase or otherwise acquire any share of any Group Company (including any right of pre-emption, conversion or exchange), or altering any right attaching to any share capital of any Group Company; converting all or any of any Group Company s shares into a larger or smaller number of shares; resolving to reduce any Group Company s shares in any way or reclassifying, splitting, redeeming or repurchasing directly or indirectly any of their shares; entering into a buy-back agreement, or resolving to approve the terms of a buy-back agreement under the Companies Act 2006; declaring, paying or distributing any dividend, bonus or other share of their profits or assets or returning or agreeing to return any capital to their members; issuing or agreeing to issue debt securities or other instruments convertible into debt securities; entering into, amending or terminating any material contract, material licence, material lease or financing document, other than in the ordinary course of trade; and changing the compensation of members of the board of directors or senior management of any Group Company or any committee thereof; setting or materially amending the compensation, terms and conditions of employment, any employment agreement, any consulting agreement, any incentive plan of, or voting in favour of any resolution relating to employment or compensation matters with respect to, any member of the board of directors or any committee of an Obligor, the Company or any other member of the Group, in each case other than in the ordinary course of trade or as required by law; filing any Tax clearances or similar Tax applications with any Tax Authority other than in the ordinary course of trade, or making any material Tax election, or making any Tax election with or in favour of, or transferring or surrendering any Tax asset to, any of the Group s direct or indirect shareholders of any of their affiliates, excluding members of the Group other than as provided by the Transitional Services Agreement; -18-

22 (K) entering into any transactions other than in the normal course of trade involving consideration, or amending any current agreement or arrangement, either alone or in a series of related transactions, in excess of 1,000,000 or the equivalent in any other currency, including, but not limited to: I. making loans, granting any credit, giving any guarantees or indemnity to or for the benefit of any person or otherwise voluntarily assuming any liability, whether actual or contingent, in respect of any obligation of any other person; or II. selling or purchasing any assets or granting consents for the lease, sale, pledge, mortgage, encumbrance or transfer of any material part of the assets of the Group; or (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) create or agree to create any Security Interest over its assets, business or property; enter into any hedging agreements or derivative transactions, provided that the Parties acknowledge that currency transactions entered into by any Group Company in connection with obligations arising in the ordinary course of business shall not constitute a hedging arrangement or derivative transaction; incur or otherwise become liable for any financial indebtedness, other than pursuant to the Existing Revolving Facilities Agreement up to the amount of the Total Revolving Facility Commitments (as defined therein) as of the date of this Agreement (including, for the avoidance of doubt, any financial indebtedness incurred in connection with any Letter of Credit (as such term is defined in the Existing Revolving Facilities Agreement) issued pursuant to the Existing Revolving Facilities Agreement); allow any cash to be paid by any member of the Group to any of the Group s direct or indirect shareholders or any of their affiliates, excluding members of the Group, other than as anticipated by the Transitional Services Agreement or any pre-existing contractual obligations or bona fide arrangements on arm s length and ordinary course trade terms which do not result in a net transfer of value to such shareholders or their affiliates; make any material change or amendment to its constitution, other than in accordance with the provisions of the Term Sheets; make any change to its accounting practices or policies, other than to comply with UK generally accepted accounting standards or International Financial Reporting Standards as adopted by the European Union; establish, adopt or modify any collective bargaining, union or other labour agreement; make any material change to its Tax policies or practices, make any material change to any method of accounting for Tax purposes, or make any material -19-

23 amendment to any Tax return, save as required to comply with the law or the terms of the Transitional Services Agreement; (xiv) (xv) change its jurisdiction of residence for Tax purposes; or take or consent to the taking of any corporate action or enter into any transaction involving consideration to be paid or liability to be incurred for overheads, capital expenditure items or purchase orders, in excess of 250,000 per transaction or series of related transactions without the prior approval of the Independent Restructuring Consultant. (b) Paragraph (a) above does not apply to any action: (i) (ii) which has the prior consent of the Majority Participating Noteholders; or which is expressly contemplated by the Term Sheets or the Steps Plan or this Agreement. (c) Each Group Company hereby agrees, for the avoidance of doubt, that if any material nonpublic or price sensitive information in relation to the securities of the Group ( MNPI ) is provided by such Group Company to any of the Participating Noteholders following the publication of the Cleansing Materials, that: (i) (ii) the Company shall make any such MNPI publicly available within three Business Days of demand by any Participating Noteholder; and any Participating Noteholder will be entitled to disclose information that was provided by or on behalf of any Group Company or their advisers, after two Business Days prior notice to the Company, without liability or breach under this Agreement, to the extent that such Participating Noteholder believes in good faith that the information constitutes MNPI that is required to be disclosed to allow it to freely trade in the securities of the Company or any other entity to which the information may relate. provided that each Participating Noteholder acknowledges that nothing in this Agreement shall be construed as obliging any Group Company to provide MNPI to any Participating Noteholder following the publication of the Cleansing Materials. 8.3 Further Covenants by Company (a) Within 7 Business Days of the date of this Agreement (or such later time as may be approved by the Majority Participating Noteholders), the Company shall have approved the appointment of an Independent Restructuring Consultant as a consultant to the Company, with a scope of work with respect to active involvement in cash management and cost management initiatives to be agreed between the Company and the Majority Participating Noteholders. (b) The Company shall publish the Cleansing Materials by no later than 29 November 2017 (or such later date as may be required by the Ad-Hoc Committee s failure to agree the form of announcement by 29 November 2017). -20-

24 (c) As soon as practicable after the date hereof, the Company shall determine whether it is a passive foreign investment company ( PFIC ) within the meaning of Section 1297(a) of the U.S. Internal Revenue Code of 1986, as amended (the Code ) with respect to the 2016 tax year and promptly notify the Participating Noteholders of such determination and of any facts reasonably likely to affect the Company s status as a PFIC with respect to the 2017 tax year. Furthermore, the Company shall provide such information as a Participating Noteholder may reasonably request in order to determine whether the Company is a PFIC independently. 8.4 Further Covenants by Company and the Shareholder (a) (b) The Company and the Shareholder shall procure by the Restructuring Effective Date the resignation or removal of each member of the board of directors of the Company, unless otherwise agreed by the Majority Participating Noteholders, and By the Restructuring Effective Date the Company shall enter into an employment contract with the CEO of the Company on terms such that the CEO waives any employment rights claims he may have against the Shareholder in respect of his previous employment with the Shareholder (in a form reasonably acceptable to the Shareholder) and the Shareholder shall provide reasonable assistance in respect of the same. 9. UNDERTAKINGS BY THE PARTICIPATING NOTEHOLDERS 9.1 Restrictions on Participating Noteholders Until the End Date: (a) no Participating Noteholder may sell, transfer, sub-participate, charge, assign, encumber, grant any option over, or otherwise dispose, create or grant any encumbrance, option or trust over any of its rights, title, interest, benefits or obligations in respect of, its Locked- Up Debt or this Agreement (including any monies and other assets owing to it under or in connection with its Locked-Up Debt or this Agreement) to, or in favour of, any person (a Proposed Transferee ): (i) (ii) (iii) except as permitted under the relevant Existing Notes Document and any intercreditor agreement it may have entered into in relation to the Company and the Group; and unless and until (other than where the Proposed Transferee is already a Participating Noteholder) the Proposed Transferee delivers to the Company and the Information Agent (with a copy to the Ad-Hoc Committee) a duly completed and signed Accession Deed (it being understood that this Agreement may be sent to any Proposed Transferee); and unless and until each of: (A) the Proposed Transferee; and (B) the relevant Participating Noteholder delivers an updated Locked-Up Debt Confirmation to the Information Agent and the Company confirming the total amount of Debt held by, or owed to it and any of its Related Funds and/or Affiliates as at the date of the assignment, transfer declaration or creation of trust referred to above, taking into account such assignment, transfer or declaration or creation of trust; and -21-

25 (b) (c) if any Participating Noteholder purports to effect a transfer before the Proposed Transferee is bound by the terms of this Agreement in accordance with this Clause 9 (Undertakings by the Participating Noteholders), that Participating Noteholder shall remain liable as a Participating Noteholder in respect of its obligations and liabilities under this Agreement, in respect of the relevant Locked-Up Debt, until the Proposed Transferee is bound by the terms of this Agreement in accordance with this Clause 9 (Undertakings by the Participating Noteholders); and no Participating Noteholder shall vote, or allow any proxy appointed by it to vote, in respect of its Locked-Up Debt in favour of any amendment, waiver, consent or other proposal which would breach or be inconsistent with this Agreement, the Financial Restructuring, the Term Sheets or the Steps Plan. 9.2 Purchase and sale of Debt (a) Nothing in this Agreement shall: (i) (ii) prevent any Participating Noteholder from buying Debt in addition to the Locked-Up Debt set out in the most recent Locked-Up Debt Confirmation provided by it to the Company, and any such Debt shall, subject to paragraph (ii) below, automatically become Locked-Up Debt; or limit the ability of a Participating Noteholder which is a broker-dealer (but only when acting in its capacity as a market-maker in respect of any Debt which is not its Locked-Up Debt) to buy or sell Debt after the date it executes this Agreement or an Accession Deed. (b) (c) A Participating Noteholder may disclose to any person to (or through) whom it assigns or transfers (or may potentially assign or transfer) its rights or obligations in respect of its Locked-Up Debt the existence and content of this Agreement and any information it has received in its capacity as a Participating Noteholder. A Participating Noteholder buying additional Debt in accordance with paragraph (a)(i) above shall send contemporaneously with, or as soon as reasonably practicable after, its purchase of such Debt an updated Locked-Up Debt Confirmation to the Company and the Information Agent (taking into account the purchased Debt). 9.3 Scheme creditors submission to jurisdiction In its execution of this Agreement, in respect of the Scheme and in its capacity as a scheme creditor of such Scheme, each Participating Noteholder acknowledges and submits to the jurisdiction of the English courts and agrees that, insofar as is necessary or appropriate, it would be willing to be joined formally to the scheme of arrangement as a defendant (if required by the court). 10. UNDERTAKINGS BY THE SHAREHOLDER 10.1 Restrictions on the Shareholder (a) The Shareholder may not transfer any of its rights, title, interest, benefits or obligations in respect of, the Company s shares or this Agreement (including any monies and other -22-

26 assets owing to it under or in connection with the Company s shares or this Agreement) to, or in favour of, any person other than in order to implement and consummate the Financial Restructuring in accordance with the Term Sheets and the Steps Plan. (b) (c) (d) The Shareholder may not vote, or allow any proxy appointed by it to vote, in respect of the Company s shares, in favour of the taking of (or failing to take) any action which would breach or be inconsistent in any material respect with the Financial Restructuring, this Agreement, the Term Sheets or the Steps Plan. The Shareholder may not vote, or allow any proxy appointed by it to vote, in respect of the Company s shares, in favour of the taking of any action which supports or favours any proposed winding-up, dissolution, administration or reorganisation of the Company or any proposed composition, compromise, assignment or arrangement with any creditor of the Company other than pursuant to the implementation and consummation of the Financial Restructuring. The Shareholder shall not, without the prior consent of the Majority Participating Noteholders, vote, in respect of the Company s shares, other than in order to implement and consummate the Financial Restructuring in accordance with the Term Sheets and the Steps Plan, so as to: (A) (B) (C) (D) change the capital structure of the Company, increase the authorised share capital of the Company, issue any share to any person, granting to any person any conditional or unconditional option, warrant or other right to call for the issue or allotment of, subscribe for, purchase or otherwise acquire any share of the Company (including any right of preemption, conversion or exchange), or altering any right attaching to any share capital of the Company; convert all or any of the Company s shares into a larger or smaller number of shares; resolve to reduce the Company s shares in any way or reclassifying, splitting, redeeming or repurchasing directly or indirectly any of their shares; or declare, pay or distribute any dividend, bonus or other share of the Company s profits or assets or returning or agreeing to return any capital to its shareholders. (e) The Shareholder shall: (i) (ii) vote in favour of any step in the Financial Restructuring that requires approval of the shareholders of the Company; waive and agree to procure the waiver of any rights or restrictions which may exist in the articles of the Company, under applicable law or otherwise which might prevent the implementation or consummation of the Financial Restructuring; and -23-

27 (iii) (iv) subject to release of the Existing Security applying to the Existing Shares (the Security Release) taking place, transfer to MidCo the Existing Shares on the Restructuring Effective Date for an aggregate consideration of nil with full title guarantee, free from all Encumbrances and together with all rights attaching to them and without giving any other warranties or indemnities in respect of the Group; and on the Restructuring Effective Date: (A) (B) subject to Security Release taking place, deliver a duly executed stock transfer form in respect of the Existing Shares to MidCo; and subject to Security Release taking place and the relevant share certificate(s) being received by the Shareholder pursuant to the same, deliver share certificate(s) representing the Existing Shares to MidCo. 11. LIMITATIONS ON UNDERTAKINGS (a) Nothing in this Agreement shall: (i) (ii) (iii) (iv) (v) require any Party to take any action which would breach any legal or regulatory requirement beyond the control of that Party, any order or direction of any relevant court, Regulator or Governmental Body or any fiduciary obligations owed to investors or funds managed or advised by it or to any other person, and which impediment cannot be avoided or removed by taking reasonable steps; restrict, or attempt to restrict, any officer of any member of the Group from complying with any applicable securities laws or any legal obligations or fiduciary duty; require any Party (other than the Shareholder) to incur any material out of pocket costs or expenses unless the Company has agreed to meet those costs or expenses; require any Party to make any additional equity or debt financing available to the Company or any other member of the Group, except as expressly contemplated by the Term Sheets or set out in the Steps Plan and, for the avoidance of doubt, nothing in this Agreement shall require the Shareholder to approve or otherwise fund any drawdown under the Existing Revolving Facilities Agreement or make any payment on another Party's behalf; or require any Party to take or refrain from taking any action if doing so (I) is reasonably likely to result in any officer, director or employee of that Party incurring personal liability or sanction due to a breach of its legal or fiduciary duties or obligations as officer or director of that Party; or (II) result in a breach of law or statute binding on such Party. (b) If a Party fails to take or refrains from taking action which would otherwise have been required were it not for Clause 11 (a) above, the Ad-Hoc Committee and/or the Company shall be entitled to require the relevant Party to provide reasonably satisfactory evidence (without any obligation on such Party whatsoever to breach any relevant privilege, -24-

28 including legal advice privilege, litigation privilege, joint privilege and common interest privilege) as to why taking or refraining from taking the action would have given rise to the breach of the applicable law, regulation, legal or fiduciary duty referred to in Clause 11 (a). (c) Notwithstanding the obligations of a Participating Noteholder pursuant to the terms of this Agreement to ensure that its Affiliates or Related Funds support the Financial Restructuring, nothing in this Agreement shall require an Affiliate or Related Fund of a Participating Noteholder on behalf of which the Participating Noteholder has executed this Agreement to file any court papers or participate in any court hearings or proceedings (or require the Participating Noteholder to procure that any such Affiliate or Related Fund shall do the same or to do so on their behalf) if and to the extent the Participating Noteholder does not have the authority or Authorisation to bind them to do the same or to do so on their behalf. 12. ROLE OF PARTICIPATING NOTEHOLDERS 12.1 Dealings with the Company Each Participating Noteholder will remain free to deal with the Company and the Group on its own account and will therefore not be bound to account to any other Participating Noteholder for any sum, or the profit element of any sum, received by it for its own account No requirement to disclose information received in other capacities No information or knowledge regarding the Company or the Group or its affairs received or produced by any Participating Noteholder in its capacity as a Participating Noteholder, or in its capacity as an agent, trustee, arranger or underwriter in respect of the Debt, shall be imputed to any other Participating Noteholder Participating Noteholder can seek independent advice Each Participating Noteholder will remain free to seek advice from its own professional advisers regarding its exposure as a Participating Noteholder and will, as regards its exposure as Participating Noteholder, at all times continue to be solely responsible for making its own independent investigation and appraisal of the business, financial condition, credit-worthiness, status and affairs of the Company and the Group No requirement to breach other duties No Participating Noteholder shall be obliged to do anything if taking such action would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of any fiduciary duty or duty of confidentiality which it is required to comply with or if such action would be otherwise actionable at the suit of any person (and may do anything which in its reasonable opinion is necessary to comply with any such law, regulation or duty or to avoid any such suit) Assumptions as to authorisation Each Participating Noteholder may assume that (and shall not be required to verify): -25-

29 (a) (b) (c) any representation, notice or document delivered to them is genuine, correct and appropriately authorised; any statement made by a director, authorised signatory or employee of any person regarding any matters are within that person s knowledge or within that person s power to verify; and any communication made by the Company or the Group is made on behalf of and with the consent and knowledge of all the Obligors Responsibility for documentation No Participating Noteholder: (a) (b) (c) (d) (e) (f) (g) will be responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by any other Participating Noteholders, the Company or the Group or any other person given in or in connection with the Financial Restructuring and any associated documentation or the transactions contemplated therein; will be responsible for the legality, validity, effectiveness, completeness, adequacy or enforceability of the Financial Restructuring or any agreement, arrangement or document entered into, made or executed in anticipation of or in connection with the Financial Restructuring; will be responsible for any determination as to whether any information provided or to be provided to any other Participating Noteholders is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise; will be responsible for verifying that any information provided to any other Participating Noteholder(s) (using reasonable endeavours and usual methods of transmission such as or post) has actually been received and/or considered by such other Participating Noteholder(s); will be liable for any failure to provide information to any other Participating Noteholders; will be bound to distribute to any other Participating Noteholders or to any other person, information received by it; and will be bound to enquire as to the absence, occurrence or continuation of any default or Event of Default under the Existing Notes Documents, or the performance by any member of the Group of its obligations under any Existing Notes Document or any other document or agreement No Representation No Participating Noteholder will: (i) act for any other Participating Noteholder(s) in any representative capacity; (ii) have any fiduciary duties to any other Participating Noteholder(s); or (iii) have any authority to act for, represent, or commit any other Participating Noteholder(s). No Participating Noteholder will have any obligations other than those for which express provision is -26-

30 made in this Agreement (and for the avoidance of doubt, no Participating Noteholder is under any obligation to advise or to consult with any other Participating Noteholder(s) on any matter related to this Agreement) Own Responsibility (a) It is understood and agreed by each Participating Noteholder that at all times it has itself been, and will continue to be, solely responsible for making its own independent appraisal of, and investigation into, all risks arising in respect of the business of the Company, each Obligor and the Group or under or in connection with the Financial Restructuring and any associated documentation including, but not limited to: (i) (ii) (iii) (iv) (v) the financial condition, creditworthiness, condition, affairs, status and nature of each Obligor and each member of the Group; the legality, validity, effectiveness, completeness, adequacy and enforceability of any document entered into by any person in connection with the business or operations of the Company, each Obligor or the Group or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Financial Restructuring; whether such Participating Noteholder has recourse (and the nature and extent of that recourse) against the Company or any other person or any of their respective assets under or in connection with the Financial Restructuring and/or any associated documentation, the transactions therein contemplated or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Financial Restructuring; the adequacy, accuracy and/or completeness of any information provided by any other Participating Noteholder, the Company and their advisers or by any other person in connection with the Financial Restructuring and/or any associated documentation, the transactions contemplated therein or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Financial Restructuring; and the adequacy, accuracy and/or completeness of any advice obtained by any other Participating Noteholder in connection with the Financial Restructuring or in connection with the business or operations of the Company, an Obligor or the Group. (b) Accordingly, each Participating Noteholder acknowledges to each other Participating Noteholder that it has not relied on, and will not hereafter rely on, any other Participating Noteholder in respect of any of the matters referred to in paragraph (a) above and that consequently no Participating Noteholder will have any liability (whether direct or indirect, in contract, tort or otherwise) or responsibility to any other Participating Noteholder(s) or any other person in respect of such matters Exclusion of Liability (a) Without limiting paragraph (b) below, no Participating Noteholder shall be liable for any action taken by it (or any inaction) under or in connection with the Financial -27-

31 Restructuring or this Agreement, unless directly caused by its fraud, gross negligence or wilful misconduct. (b) (c) No Party may take any proceedings against any partner, director, officer, employee or agent of any Participating Noteholder, in respect of any claim it might have against such Participating Noteholder or in respect of any act or omission of any kind by that partner, director, officer, employee or agent in relation to the Financial Restructuring. Any partner, director, officer, employee or agent of any Participating Noteholder may rely on paragraph (b) above subject to Clause 1.3 (Third party rights) and the provisions of the Contract (Rights of Third Parties) Act Indemnity (a) (b) (c) (d) (e) The Company shall within ten Business Days of demand indemnify each Indemnified Person against any cost, expense, loss or liability (including without limitation legal fees, but excluding any loss realised in the exchange of Existing Notes for Ordinary Shares pursuant to the Financial Restructuring) incurred by or awarded against that Indemnified Person in each case arising out of or in connection with the Financial Restructuring or any action, claim, investigation or proceeding commenced or threatened (including, without limitation, any action, claim, investigation or proceeding to preserve or enforce rights) in connection with the Financial Restructuring. The Company will not be liable under paragraph (a) above for any cost, expense, loss or liability (including without limitation legal fees) incurred by or awarded against an Indemnified Person if that cost, expense, loss or liability is finally judicially determined by a court of competent jurisdiction to have resulted directly from the fraud, gross negligence or wilful default of that Indemnified Person. All sums payable to an Indemnified Person under paragraph (a) above shall be made free and clear of set-off or counterclaim and without deduction or withholding for or on account of any Tax save as may be required by law. If any deduction or withholding for or on account of Tax is required by law to be made on any sum payable under paragraph (a) above, the Company shall pay to the Indemnified Person the amount that will, after that deduction or withholding has been made, leave the Indemnified Person with the same amount as it would have been entitled to receive in the absence of any such requirement to make withholding or deduction (the Additional Amount ) at the same time as the payment under paragraph (a) is made. If any Tax Authority charges to Tax any payment made under paragraph (a), then, except to the extent that the amount of the payment has already been increased to take account of the Tax that will be charged on receipt, the amount so payable shall be adjusted to take account of both (i) Tax which becomes payable by the Indemnified Person as a result of the payment being subject to Tax in the hands of the Indemnified Person, and (ii) the amount and timing of any Tax benefit which is obtained by the Indemnified Person in the relevant period to the extent that the Tax benefit is attributable to the matter giving rise to the receipt of the payment. If the Indemnified Person that receives a payment under paragraph (a) receives a credit or refund of any Tax payable by it or similar benefit by reason of any deduction or withholding for or on account of Tax that gives rise to an Additional Amount, the -28-

32 Indemnified Person shall promptly reimburse to the Company that part of the Additional Amount(s) paid to it which the Indemnified Person certifies, acting reasonably, to the Company will leave it (after the reimbursement) in no better and no worse position than it would have been in if the Company had not been required to make the deduction or withholding. Nothing in this paragraph (e) shall affect the right of the Indemnified Person to arrange its Tax affairs in whatever manner it thinks fit, nor oblige the Indemnified Person to disclose any information relating to its Tax affairs or any computations in respect thereof, or any information which is otherwise confidential, or any information disclosure of which would be unlawful, nor oblige any Indemnified Person to investigate or claim any credit, relief, remission or repayment available to it or the extent, order or manner of any claim. (f) For the purposes of this Clause 12.10, Indemnified Person means the Calculation and Settlement Agent, the Information Agent, the Escrow Agent, the Holding Period Trustee, the Independent Restructuring Consultant and the Ad-Hoc Committee and their respective Affiliates and each of their (and their respective Affiliates ) respective directors, officers, agents, professional advisers and employees Restructuring Work Fee York will receive a restructuring work fee of 200,000 for each calendar month (or part thereof) that it has participated in restructuring discussions as compensation for the work it has undertaken on the Financial Restructuring, accruing from August 2017 through the settlement date of the Financial Restructuring, to be paid in Ordinary Shares on the Restructuring Effective Date (provided that in no event shall this restructuring work fee exceed 1.0% of the outstanding Ordinary Shares as of the Restructuring Effective Date (calculated pro forma for all other issuances of Ordinary Shares on such date)) (the Restructuring Work Fee ) The Ad-Hoc Committee s Counsel (a) To the extent that the Ad-Hoc Committee s Counsel, with the prior consent of the Ad- Hoc Committee, acts as co-ordinating counsel to any one or more of the Participating Noteholders (who is not an Ad-Hoc Committee Member) in relation to this Agreement, the Financial Restructuring, any of the transactions contemplated by this Agreement or the Financial Restructuring or any post-financial Restructuring activities of the Company or any other member of the Group, each Participating Noteholder: (i) (ii) (iii) (iv) acknowledges that the relevant law firm may, subject to its absolute discretion to determine otherwise, in accordance with applicable professional conduct rules, act in any or all of such capacities and shall not be required to disclose to any person any information it may receive in any or all of such capabilities; waives any claim that the relevant law firm s representation of any or all of them or in any or all of such capacities represents a conflict of interest; confirms that it consents to the relevant law firm acting for any or all of them; and acknowledges and agrees that the Ad-Hoc Committee s Counsel may assume that (and shall not be required to verify): -29-

33 (A) (B) (C) any representation, notice or document delivered to them is genuine, correct and appropriately authorised; any statement made by a director, authorised signatory or employee of any person regarding any matters are within that person s knowledge or within that person s power to verify; and any communication made by the Company or the Group is made on behalf of and with the consent and knowledge of all the Obligors. (b) the Ad-Hoc Committee s Counsel shall be entitled to rely on, enforce and enjoy the benefit of this Clause as if it were a party to this Agreement and, without prejudice to Clause 1.3 (Third party rights), the Ad-Hoc Committee s Counsel shall not be bound by any amendment or waiver of this Clause without the Ad-Hoc Committee s Counsel s consent VAT All sums referred to in this Agreement are stated exclusive of VAT. Where any such sum is consideration for a supply on which the payee is liable to account for VAT, the payer shall pay an amount equal to that VAT to the payee at the rate and in the manner prescribed by law from time to time, subject to first having received a valid VAT invoice from the person making the supply. 13. TERMINATION 13.1 Voluntary termination Super Majority Participating Noteholders and Company This Agreement may be terminated with immediate effect by the mutual written consent of the Super Majority Participating Noteholders and the Company Long stop termination Majority Participating Noteholders If a Practice Statement Letter has not been issued to the creditors of the Existing Notes Issuer or any other Group Company by 13 December 2017, the Majority Participating Noteholders may terminate this Agreement with immediate effect by sending a written notice to that effect to the Company Independent Restructuring Consultant If the Independent Restructuring Consultant s appointment is terminated by the Company without the written consent of the Majority Participating Noteholders, or if the Company fails to comply with Clause 8.3(a) (Further Covenants by Company), the Majority Participating Noteholders may terminate this Agreement with immediate effect by sending a written notice to that effect to the Company Automatic termination This Agreement shall automatically terminate on the End Date. -30-

34 13.5 Effect of termination (a) (b) (c) This Agreement will cease to have any further effect on the date on which it is terminated under Clause 13.1 (Voluntary termination Super Majority Participating Noteholders and Company), 13.2 (Solicitation long stop termination Majority Participating Noteholders), 13.3 (Independent Restructuring Consultant) or 13.4 (Automatic termination) (unless it is terminated as a result of the Restructuring Effective Date) save for the provisions of Clause 8.2(c) (Further Covenants by Obligors), this Clause 13.5 and each of the Surviving Provisions which shall remain in full force and effect and save in respect of breaches of this Agreement which occurred prior to such termination. Clause 8.2(c) (Further Covenants by Obligors) shall remain in full force and effect following the termination of this Agreement as a result of the Restructuring Effective Date. Any termination pursuant to this Clause 13 (or any termination under the Subscription Agreement) shall be notified to the Shareholder at the same time as notified to any other Party. 14. INDIVIDUAL RIGHTS TO TERMINATION 14.1 Participating Noteholder rights to voluntary termination Each Participating Noteholder may, by written notice to the Company (with a copy to the Shareholder, the Ad-Hoc Committee and the Information Agent) by electronic mail or fax in accordance with Clause 23 (Notices) (a Termination Notice ) terminate this Agreement with respect only to itself, and rescind (to the extent allowed by law) any consent previously provided by it to acceptance of the Financial Restructuring if: (a) (b) (c) any representation or statement made or deemed to be made by the Company or an Obligor in this Agreement is or proves to have been incorrect or misleading in any material respect when made or deemed to be made (a Misrepresentation ) (unless the circumstances giving rise to such Misrepresentation are reasonably capable of remedy and are remedied within five Business Days of the party alleging the Misrepresentation giving notice to the Company) and the Majority Participating Noteholders determine (acting reasonably and in good faith) that such Misrepresentation is reasonably likely to result in a Material Adverse Effect; the Company or an Obligor does not comply with any undertaking in this Agreement in any material respect(unless the failure to comply is reasonably capable of remedy and is remedied within five Business Days of the party alleging the failure to comply giving notice to the Company) and the Majority Participating Noteholders determine (acting reasonably and in good faith) that such non-compliance is reasonably likely to result in a Material Adverse Effect; the Majority Participating Noteholders deliver a notice to the Company confirming that, in their view (acting reasonably and in good faith), the consummation of the Financial Restructuring will not occur before the Long-Stop Date, including as a result of a failure to reach any agreement or obtain any approval required under this Agreement, the Steps Plan or the Term Sheets or otherwise as a result of the proposed Financial Restructuring not being capable of being effected; -31-

35 (d) an order of a Governmental Body, Regulator or court of competent jurisdiction: (i) (ii) (iii) restraining or otherwise preventing the implementation of the Financial Restructuring; which requires a material change to the terms of the Financial Restructuring (which is not approved by the required majority of Participating Noteholders in accordance with Clause 26 (Amendments and Waivers) for effecting such a change); or otherwise imposes any onerous obligation on the Participating Noteholders which is not envisaged in the Term Sheets, the Steps Plan or any Restructuring Document and such change is not approved by the requisite majority (including unanimous consent) of Participating Noteholders, and has been made and has not been revoked or dismissed, or approved by the requisite majority (including unanimous consent) of Participating Noteholders, within 30 days of it being made (other than an order made at the instigation of, or on the application of, that Party (or any of its Affiliates) purporting to terminate this Agreement under this subparagraph (d)); or (e) an Insolvency Event occurs (other than (a) an Insolvency Event instigated or commenced by the Party (or any of its Affiliates or Related Funds) purporting to terminate this Agreement under this sub-paragraph (e) or (b) an Insolvency Event which has received the approval of the Majority Participating Noteholders and the Company as being necessary or desirable to implement or consummate the Financial Restructuring; or (c) an Insolvency Event occurring in accordance with the Steps Plan) Effect of termination by Participating Noteholders Termination by any Participating Noteholder of its obligations under this Agreement in accordance with Clause 14.1 (Participating Noteholder rights to voluntary termination) shall occur automatically on the date on which a Termination Notice is given by the relevant Participating Noteholder. This Agreement shall cease to have any further effect with respect only to that Participating Noteholder from that time, save for the provisions of this Clause 14.2 and each of the Surviving Provisions which shall remain in full force and effect as between the terminating Participating Noteholder and the other Parties and save in respect of breaches of this Agreement which occurred prior to such termination. 15. REPRESENTATIONS 15.1 Representations and Warranties of the Parties Each Party makes the representations and warranties set out in this Clause 15.1 to each other Party on (A) the date on which it becomes a Party and (B) on the Restructuring Effective Date, in each case by reference to the facts and circumstances then existing on that date: (a) it is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation; -32-

36 (b) (c) (d) (e) it has the power to own its assets and carry on its business as it is being, and is proposed to be, conducted; the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable, subject to any applicable Reservations; the entry into and performance by it of, and the transactions contemplated by, this Agreement do not conflict with any law or regulation applicable to it or its constitutional documents or any agreement or instrument binding on it or any of its assets; it has the power to enter into, perform and deliver, and, to the best of its knowledge, has taken all necessary action to authorise its entry into, performance and delivery of this Agreement and (subject to the fulfilment of the conditions to the implementation and consummation of the Financial Restructuring specified in the Term Sheets and the Steps Plan) it has taken or will take all necessary actions to authorise its entry into the Restructuring Documents and the transactions contemplated by this Agreement; provided that the Shareholder s representations and warranties set forth in paragraphs (c), (d) and (e) above are subject to the terms of the Existing Revolving Facilities Agreement, the Intercreditor Agreement and the Existing Security Warranties of the Participating Noteholders Each Participating Noteholder makes the warranties set out in this Clause 15.2 to each other Party on the date on which it becomes a Party by reference to the facts and circumstances then existing on that date: (a) (b) (c) (d) all Authorisations required for the entry by it into by this Agreement and to make this Agreement admissible in evidence in its jurisdiction of incorporation and any jurisdiction in which it acts in relation to its Debt have been obtained or effected and are in full force and effect; it has the power to vote, deal with, approve changes to, dispose of and transfer all its Locked-Up Debt as contemplated by this Agreement or the Term Sheets; if it is located or resident in a Relevant Member State, it is a "qualified investor" as defined in the Prospectus Directive and it is acting for its own account, or, if it is acting as agent, either each principal it is acting for is a qualified investor or it has full discretion to make investment decisions in relation to the offer; it is not an affiliate of the Existing Issuer and it is either: (i) (ii) both (x) a qualified institutional buyer (a Qualified Institutional Buyer ), as defined in Rule 144A under the U.S. Securities Act and (y) an accredited investor (within the meaning of Rule 501 of Regulation D under the U.S. Securities Act); or it is not a U.S. Person (as defined in Regulation S under the U.S. Securities Act) or a dealer or professional fiduciary acting for the benefit or account of a U.S. Person, -33-

37 (each such person a Qualifying Investor ); (e) (f) (g) (h) (i) it is acquiring the Ordinary Shares for its own account, or the accounts of one or more persons each of whom is a Qualifying Investor with respect to which it exercises sole investment discretion, and for investment purposes and not with any intention to resell, distribute, or otherwise dispose of or fractionalize such Ordinary Shares, in whole or in part; it has been given the opportunity to obtain any information or documents relating to, and to ask questions and receive answers about, the Ordinary Shares, the Company and the Obligors and the business and prospects of the Company and the Obligors which it deems necessary to evaluate the merits and risks related to its investment in the Ordinary Shares and to verify the information received; in deciding to invest in any Ordinary Shares, it is making such investment based on the results of its own due diligence investigation, has relied solely on its own independent investigation and appraisal of the business, results, financial condition, prospects, creditworthiness, status and affairs of the Company and its Subsidiaries and, following such investigation and appraisal and the other due diligence that it deemed necessary and subsequently conducted in connection with deciding to invest in any Ordinary Shares, it has made its own investment decision to acquire the Ordinary Shares. It is aware and understands that an investment in the Ordinary Shares involves a considerable degree of risk and no U.S. federal or state or non-u.s. agency has made any finding or determination as to the fairness for investment or any recommendation or endorsement of any such investment. It acknowledges that, except as otherwise agreed herein, it has not relied upon any representation made by the Company, the Obligors, York, the Ad-Hoc Committee Members, the Shareholder or any of their respective advisers, affiliates, representatives or agents. It understands that the information furnished by the Company and the Obligors does not constitute investment, accounting, legal, tax or other advice. In making this investment, it is relying solely upon the advice of its own tax advisers with respect to any and all tax aspects of an investment in the Ordinary Shares, and none of the Company, the Obligors, York, the Ad-Hoc Committee Members, the Shareholder nor any of their respective advisers, affiliates, representatives or agents has, except as otherwise agreed herein, made any representation regarding the information furnished by the Company or the tax consequences of investing in the Ordinary Shares; its knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of its investment in the Ordinary Shares. Its financial condition is such that it can afford to bear the economic risk of holding the Ordinary Shares for an extended period of time and has adequate means for providing for its current needs and contingencies; it understands that Ordinary Shares have not been and will not be registered under the U.S. Securities Act and, therefore, can only be resold if such Ordinary Shares is offered and sold by it (i) in an offshore transaction complying with Regulation S under the U.S. Securities Act, (ii) in a transaction exempt from registration under the U.S. Securities Act pursuant to Rule 144 thereunder (if available), (iii) to a person whom it reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of one or more persons each of whom is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A under the U.S. Securities Act, (iv) pursuant to an effective registration statement under the U.S. Securities Act or (v) -34-

38 pursuant to any other available exemption from the registration requirements of the U.S. Securities Act, and in each of cases (i) through (iv) in accordance with any applicable securities laws of any state of the United States and any other jurisdiction. It understands that no one has any obligation to register the Ordinary Shares under the U.S. Securities Act; (j) (k) (l) (m) it understands that the Ordinary Shares will be acquired by it in transactions not involving any public offering within the meaning of the U.S. Securities Act, but in reliance on one or more exemptions therefrom. It understands that the Ordinary Shares have not been, and will not be, approved or disapproved by the U.S. Securities and Exchange Commission or by any other federal or state agency, and that no such agency has passed on the accuracy or adequacy of disclosures made to it by the Company; it understands that the information provided herein will be relied upon by the Company for the purpose of determining its eligibility to purchase Ordinary Shares. It agrees to provide, if requested, any additional information that may reasonably be required to determine its eligibility to purchase Ordinary Shares; it hereby acknowledges that the issuers of the Ordinary Shares would be unable to rely on the exemption from the registration requirements under the U.S. Securities Act provided by Rule 506(c) of Regulation D under the U.S. Securities Act (the Exemption ) if any person that beneficially owns (or will own following the Financial Restructuring) 20% or more of the relevant issuer s outstanding voting equity securities or any promotor for such issuer has experienced a Bad Actor disqualification event (each such event, a Disqualifying Event ), as listed in Rule 506(d)(1) of Regulation D under the U.S. Securities Act. It hereby represents and warrants that neither it nor any of its directors, general partners, managing members, executive officers nor any other person affiliated with it, whose experience of a Disqualifying Event may prevent an issuer of Ordinary Shares from relying on the Exemption with respect to the offer and sale of the Ordinary Shares (each such person, a Relevant Person ), has experienced a Disqualifying Event. It hereby undertakes promptly to notify the Company and the Ad-Hoc Committee if, at any time during the term of this Agreement, it or any of the Relevant Persons experience a Disqualifying Event or it becomes aware that any of the representations and warranties given above prove to be untrue or incorrect, in whole or in part; and as of the execution of this Agreement, it is not, and at the time of completion of the Financial Restructuring it will not be, party to any undisclosed voting trust, agreement or arrangement with or a concert party with any other person in connection with the ordinary shares of the Company Additional Participating Noteholders (a) (b) The representations and warranties set out in Clause 15.1 (Representations and Warranties of the Parties) are deemed to be made by each Additional Participating Noteholder by reference to the facts and circumstances then existing on the day on which the person becomes (and on which it is proposed that the person becomes) an Additional Participating Noteholder and, in accordance with Clause 15.1, on the Restructuring Effective Date. Delivery of an Accession Deed constitutes confirmation by the relevant Additional Participating Noteholder that the representations and warranties set out in Clause

39 (Representations and Warranties of the Parties) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing Additional Warranty of Participating Noteholders Each Participating Noteholder: (a) shall be deemed to warrant to each Party on the date on which it submits a Locked-Up Debt Confirmation to the Company in accordance with this Agreement that: (i) (ii) the amount of Debt set out in that Locked-Up Debt Confirmation as held by, or owed to, it or any of its Related Funds and/or Affiliates is true and accurate and represents the total amount of Debt held by, or owed to, it or any of its Related Funds and/or Affiliates as at the date of the relevant Locked-Up Debt Confirmation; and it has authority to execute and has executed the Locked-Up Debt Confirmation and this Agreement (or, if applicable, an Accession Deed), in each case, on behalf of each Affiliate and Related Fund referred to in such Locked-Up Debt Confirmation; and (b) agrees that the Company may: (i) (ii) rely on the most recent Locked-Up Debt Confirmation provided to it by that Participating Noteholder and assume that the amount of Debt set out therein represents the total amount of Debt or Locked-Up Debt (as applicable) held by, or owed to, it or any of its Related Funds and/or Affiliates for the purposes of any calculation, confirmation or the performance of any other duty or function under this Agreement unless notified otherwise by that Participating Noteholder; and assume that it has authority to execute and has executed the Locked-Up Debt Confirmation and this Agreement (or, if applicable, an Accession Deed), in each case, on behalf of each Affiliate and Related Fund referred to in such Locked-Up Debt Confirmation Representations and Warranties of the Company and Obligors Save as disclosed in Schedule 11, the Company and each Obligor makes the representations and warranties set out in this Clause 15.5 to each other Party on the date of this Agreement and the Restructuring Effective Date, in each case with reference to the facts and circumstances then existing on that date: (a) (b) all Authorisations required for the entry by it into this Agreement and to make this Agreement admissible in evidence in its jurisdiction of incorporation and any jurisdiction where it conducts its business have been obtained or effected and are in full force and effect and (subject to the fulfilment of the conditions to the implementation and consummation of the Financial Restructuring specified in the Term Sheets and the Steps Plan) it has taken or will take all necessary actions to authorise its entry into the Restructuring Documents and the transactions contemplated by this Agreement; no member of the Group is the legal owner of, or has any beneficial interest in, any Debt; -36-

40 (c) (d) to the best of its knowledge, no order has been made, petition presented or resolution passed for the winding up of it or appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of it or any Group Company (other than Bibby Offshore Australia Pty Ltd), and no analogous procedure has been commenced in any jurisdiction; the Group Structure Chart shows: (i) (ii) (iii) (iv) each member of the Group, any person in whose shares any member of the Group has an interest and any person which has an interest in any member of the Group (and, in each case, the percentage of the issued share capital held, and whether legally or beneficially, by that member or person); the jurisdiction of incorporation or establishment of each person shown in it; the status of each person shown in it which is not a limited liability company or corporation; and each Joint Venture in which any member of the Group has an interest or in respect of which any member of the Group has any liability (whether actual or contingent and whether present or future); (e) (f) (g) (h) save as disclosed in writing to the Participating Noteholders before the date of this Agreement, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which is reasonably likely to be adversely determined (and if adversely determined, would reasonably be expected to have a Material Adverse Effect) have been started or (to the best of its knowledge and belief) threatened against it or any of its Subsidiaries, nor are there any circumstances likely to give rise to any such litigation, arbitration or administrative proceedings; no labour disputes which would reasonably be expected to have a Material Adverse Effect have been started or (to the best of its knowledge and belief) threatened against it or any of its Subsidiaries, nor (to the best of its knowledge and belief) are there any circumstances likely to give rise to any such disputes; other than the Debt and the amounts outstanding under the Existing Revolving Facilities Agreement, there are no other present and future moneys, debts and liabilities due owing or incurred from time to time in connection with financial indebtedness, by any member of the Group to any person who is not a member of the Group in an aggregate amount of more than 50,000, other than trade payables and other current liabilities incurred in the ordinary course of trade; other than any moneys, debts or liabilities due as anticipated by the Transitional Services Agreement or any other pre-existing contractual obligations or bona fide arrangements on arm s length and ordinary course trade terms, there are no present and future moneys, debts and liabilities due, owing or incurred from time to time by: (i) any member of the Group to the Shareholder or any Affiliate of the Shareholder (other than the Group companies), other than amounts outstanding pursuant to the Existing Revolving Facilities Agreement; or -37-

41 (ii) the Shareholder or any Affiliate of the Shareholder (other than the Group companies) to any member of the Group; (i) (j) (k) (l) (m) (n) (o) (p) (q) (i) none of the documents or information furnished to the Participating Noteholders pursuant to this Agreement (the Information ) contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading or deceptive, (ii) the statements of intention, opinion, belief or expectation with regard to the Group contained in the Information are honestly and reasonably made or held and not misleading, (iii) all financial projections contained in the Information have been prepared in good faith and based upon reasonable assumptions at the time they were made and (iv) all reasonable enquiries have been and will be made to ascertain or verify the foregoing; it has conducted its business in compliance with all applicable anti-corruption laws, including the Bribery Act 2010, and has instituted and maintained policies and procedures designed to promote and achieve compliance with all such laws; it is not required to register as an investment company as such term is defined in the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission thereunder; it is foreign private issuer (as such term is defined in the rules and regulations of the U.S. Securities Act); it and each of its subsidiaries (i) have prepared and duly and timely filed all Tax returns required to be filed by any of them and all such Tax returns are complete and accurate in all material respects, (ii) have duly and timely paid all Taxes that are required to be paid by the Company, (iii) have duly and timely withheld all amounts required to be withheld in respect of Taxes from amounts owing to any employee, creditor or third party and (iv) do not have knowledge of any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters that are pending or have been threatened in writing and remain unresolved; it is a United Kingdom resident within the meaning of the Agreement Between the Government of the United States of America and the Government of the United Kingdom of Great Britain and Northern Ireland to Improve International Tax Compliance and the Implement FATCA (the IGA ); it is not a United Kingdom Financial Institution within the meaning of the IGA; neither it nor any of its U.S. Securities Act Affiliates nor any other person acting on its or their behalf has or will have prior to the Restructuring Effective Date, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in Section 2(a)(1) of the U.S. Securities Act) in the six months prior to the date of this Agreement which is or could be integrated with the sale of the Ordinary Shares in a manner that would require registration of the Ordinary Shares under the U.S. Securities Act; neither it nor any of its U.S. Securities Act Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (as that term is defined in Regulation S under the U.S. Securities Act) with respect to the Ordinary Shares, and -38-

42 each of them has complied and will comply with the offering restrictions requirements of Regulation S under the U.S. Securities Act; (r) (s) (t) (u) (v) (w) (x) it hereby acknowledges that it would be unable to rely on the Exemption in connection with the offer and sale of the Ordinary Shares if any of its Relevant Persons (as defined in Clause 15.2(l) (Warranties of the Participating Noteholders) has experienced a Disqualifying Event. It hereby represents and warrants that neither it nor any Relevant Person whose experience of a Disqualifying Event may prevent any Obligor from relying on the Exemption with respect to the offer and sale of the Ordinary Shares has experienced a Disqualifying Event. It hereby undertakes promptly to notify the Ad-Hoc Committee if, at any time after the delivery of this Agreement and during the term of this Agreement, it or any of the Relevant Persons experience a Disqualifying Event or it becomes aware that any of the representations and warranties given above prove to be untrue or incorrect, in whole or in part; the Shareholder (or Midco, as at the Restructuring Effective Date) is the sole shareholder listed on the Company s register of members and the sole shareholder entitled to vote in a shareholder s meeting, provided that this representation shall not be deemed to be untrue, incorrect, incomplete or misleading due to any circumstances that arise as a result of any changes to the Steps Plan in accordance with this Agreement from and including the date hereof until and including the Restructuring Effective Date; the Bibby Sapphire and Bibby Polaris (the Vessels ) are each (i) seaworthy and operational; (ii) fit for service; (iii) classed with the highest class available with the relevant classification society in respect of vessels of the same type, age and size as the Vessel, free of all outstanding requirements or conditions which affect class; (iv) not subject to any arrest, expropriation, attachment, sequestration, distress or execution or any analogous process; and (v) not subject to a material or total loss or damage; the relevant Obligors have good marketable legal and beneficial title to the Vessels, free from any Liens except for Permitted Collateral Liens (as those terms are defined under the Existing Notes Document); all authorisations required to enable the relevant Obligors to lawfully own the Vessels, or which a prudent operator operating vessels of a similar age and type as the Vessels would obtain, have been obtained or effected and are in full force and effect; the Vessels are registered in the name of the relevant Obligors as legal and beneficial owner with the relevant registry as a vessel operating under the laws and flag of the relevant flag state; each Group Company has: (i) complied with all environmental laws to which it is subject and procured that the Vessels meet any standards or requirements applicable to it under environmental laws; (ii) obtained all environmental licences required in connection with its business or which a prudent operator operating vessels of a similar age and type as the Vessels would obtain, and the Vessel has complied with the terms of those environmental licences; and (iii) obtained all environmental licences required in connection with its business and has complied with the terms of those environmental licences, in each case where failure to do so is likely to have a Material Adverse Effect; -39-

43 (y) (z) no discharge, release, leaching, migration or escape of any hazardous substance into the environment has occurred or is occurring on, under or from a Vessel where this is likely to have a Material Adverse Effect or materially and adversely affect the market value of a Vessel; and the Charter Party for the Bibby Topaz dated 21 June 2006 (as amended as of the date of this Agreement, the Charter ) is in full force and effect and there has been no material breach of the terms of the Charter by any Group Company or to the Obligor s knowledge, by the Counterparty, and to the Obligor s knowledge no matter currently exists which might give rise to such material breach Representations and Warranties of the Shareholder The Shareholder makes the representations and warranties set out in this Clause 15.6 to each other Party on the date of this Agreement and the Restructuring Effective Date, in each case with reference to the facts and circumstances then existing on that date: (a) (b) except as required under the terms of the Existing Revolving Facilities Agreement, the Intercreditor Agreement and the Existing Security, all Authorisations required for the entry by it into by this Agreement and to make this Agreement admissible in evidence in its jurisdiction of incorporation and any jurisdiction in which it acts in relation to its Existing Shares have been obtained or effected and are in full force and effect; and subject to the terms of the Existing Revolving Facilities Agreement, the Intercreditor Agreement and the Existing Security, it has the power to vote, deal with, approve changes to, dispose of and transfer all its Existing Shares as contemplated by this Agreement Limitations on warranties and representations Where any warranty or representation in Clause 15.5 (Representations and Warranties of the Company and Obligors) is qualified by reference to a person s awareness, that statement will be deemed to refer to the knowledge of the directors and senior management of the relevant person, having made reasonable enquiry. 16. CONTINUOUS DISCLOSURE OBLIGATIONS The Obligors shall continue to comply with all applicable reporting and continuous disclosure requirements under all applicable laws and regulations. 17. PUBLICITY (a) Subject to Clause 8.2(c) (Further Covenants by Obligors) and, until the End Date and thereafter (assuming the Restructuring Effective Date occurred), no announcement regarding, or reference to, this Agreement, the Term Sheets or the Financial Restructuring will be made by or on behalf of any Party (whether publicly or otherwise) without the prior consent of the Majority Participating Noteholders and the Company (and with respect to language referencing the Shareholder, without the prior consent of the Shareholder with respect to such language (not to be unreasonably withheld)), except as permitted by paragraph (b) below provided that no such announcement shall be made -40-

44 by or on behalf of any Party in respect of the identity of any Participating Noteholder without the prior written consent of that Participating Noteholder and except that the Shareholder shall not be in breach of this Clause to the extent that any statements or other communications made by it are consistent with any information already announced by the Company or any other party in accordance with this Clause. (b) Paragraph (a) above does not apply to any announcement required by law or regulation or any applicable stock exchange. Any Party required to make such an announcement shall, unless the requirement is to make an immediate announcement with no time for consultation, consult with the Ad-Hoc Committee and the Company before making the relevant announcement. 18. PROVISION OF INFORMATION 18.1 Appointment of Information Agent (a) (b) (c) (d) (e) The Company shall appoint the Information Agent who shall be responsible for reconciling the positions of the Participating Noteholders and the decision of the Information Agent shall be final and may not be disputed by any Participating Noteholder absent manifest error. In undertaking such reconciliation, the Information Agent may request, and the relevant Participating Noteholder shall deliver, such evidence as may reasonably be required by the Information Agent to prove (to the reasonable satisfaction of the Information Agent) beneficial ownership of the relevant Existing Notes in relation to which a Consenting Noteholder has provided a Locked-Up Debt Confirmation. The Information Agent's duties under this Agreement are solely mechanical and administrative in nature. The other parties are responsible for their own management functions and decisions relating to the information provided by the Information Agent, including evaluating and accepting the adequacy of the scope of the calculations in addressing their needs. The Information Agent shall be obliged to perform only the duties, obligations and responsibilities set out specifically in this Agreement and any duties necessarily incidental to them. No other implied duties, obligations or responsibilities (including fiduciary duties or any relationship of agency) shall be read into this Agreement against the Information Agent. If any relevant term of this Agreement is amended on or after the date on which the Information Agent executed this Agreement in a way which affects the duties expressed to be performed by the Information Agent, the Information Agent shall not be obliged to perform such duties as so amended unless it has first approved the relevant change to such term. If the Information Agent at any time does not make the calculations which it is required to make within the time periods specified pursuant to this Agreement, it shall promptly notify the Company and each of the Original Participating Noteholders. The parties acknowledge that meeting any such time frame is subject to, among other things, appropriate cooperation by the parties including providing necessary information to the Information Agent. Notwithstanding any other provision of this Agreement to the contrary, the Information Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation. -41-

45 (f) The Information Agent is not responsible for: (i) the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Original Participating Noteholders, the Company or any other person, including a clearing system, (other than the Information Agent and the Calculation and Settlement Agent) given in anticipation of or in connection with this Agreement; (ii) subject to Clause 18.1(c), the legality, validity, effectiveness, adequacy or enforceability of this Agreement or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with this Agreement; and/or (iii) any determination as to whether any information provided or to be provided to an Original Participating Noteholder or the Company is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise. (g) The Information Agent may rely on and assume that (and shall not be required to verify): (i) any representation, warranty, notice, confirmation or other document or information delivered to it is genuine, complete, correct and appropriately authorised; and (ii) any statement, confirmation or representation made by a director, authorised signatory, employee, any clearing system or other similar information system or otherwise on behalf of any person in accordance with this Agreement regarding any matters are within that person s knowledge and/or within that person s power to verify, including, in each case, on and in relation to any executed copies of this Agreement or any other agreement in connection with the Financial Restructuring. (h) The Information Agent shall be entitled, for the purposes of its duties or function by the Information Agent under this Agreement, to: (i) rely on the most recent Locked-Up Debt Confirmation provided to it by each Original Participating Noteholder in accordance with this Agreement; (ii) rely on information provided by any clearing system; (iii) assume that the amount of Debt set out therein represents the total amount of Debt or Locked-Up Debt (as applicable) held by, or owed to, the relevant Original Participating Noteholder or any of its Related Funds and/or Affiliates; and (iv) assume that each Original Participating Noteholder which has provided to it a Locked-Up Debt Confirmation in accordance with this Agreement has authority to execute and has executed the Locked-Up Debt Confirmation, this Agreement, the Subscription Agreement (or, if applicable, a Subscription Agreement Accession Deed or TopCo Accession Deed), in each case, on behalf of each Affiliate and Related Fund referred to in such Locked-Up Debt Confirmation, unless notified otherwise by the relevant Original Participating Noteholder. -42-

46 (i) (j) (k) (l) No Party (other than the Information Agent) may take any proceedings against any partner, officer, employee, affiliate or agent of the Information Agent in respect of any claim it might have against the Information Agent or in respect of any act or omission of any kind by that partner, officer, employee, affiliate or agent in relation to this Agreement and any partner, officer, employee, affiliate or agent of the Information Agent may rely on this paragraph (i). Without prejudice to any provision herein excluding or limiting the Information Agent's liability, any liability of the Information Agent arising under or in connection with this Agreement shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Information Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Information Agent at any time which increase the amount of that loss. In no event shall the Information Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Information Agent has been advised of the possibility of such loss or damages. The Information Agent shall be protected from and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any document or information from any electronic or other source, including any clearing system, reasonably believed by it to be genuine and to have been signed or otherwise given or disseminated by the proper parties, even if it is subsequently found not to be genuine or to be incorrect. Notwithstanding anything to the contrary in Clause 23, no notice to the Information Agent by any party shall be effective unless actually received by the Information Agent. (m) The Company acknowledges the Information Agent shall have the benefit of clause (Indemnity) of this Agreement. (n) (o) (p) The Information Agent may only resign from its position as Information Agent under this Agreement in accordance with this Clause The Company and Original Participating Noteholders may, by notice to the Information Agent (a Resignation Requirement Notice ), require it to resign for any reason by giving 15 days notice to the Information Agent, in which case the Company with the approval of the Original Participating Noteholders (each acting reasonably and in good faith) may appoint a successor Information Agent from the resignation date set out in the retiring Information Agent s resignation notice or (if earlier) on the date falling 15 days after receipt by the Information Agent of the Resignation Requirement Notice (the Resignation Date ). Notwithstanding the foregoing, the Information Agent may resign (at no cost to the Information Agent) immediately upon written notice in the event that circumstances arise that would make continuation of all or any portion of the services provided by it hereunder conflict with any independence or other professional regulations, standards or guidelines to which the Information Agent conforms. The retiring Information Agent shall, at its own cost (if retiring on its own accord other than pursuant to the last sentence of Clause 18.1(o)), make available to the successor Information Agent such documents and records and provide such assistance as the -43-

47 successor Information Agent may reasonably request for the purposes of performing its functions as Information Agent under this Agreement. (q) (r) (s) (t) (u) The Information Agent's resignation notice shall only take effect on and from the Resignation Date. On the Resignation Date, the retiring Information Agent shall be discharged from any additional obligation in respect of this Agreement, but the Information Agent s resignation shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date on which the Information Agent s resignation takes effect, including the right to claim damages in respect of any breach of the Agreement which existed at or before that date, and the Information Agent shall remain entitled to the benefit of this Clause 18. Any successor and each of the other parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party. The Company and/or all of the Original Participating Noteholders may forthwith terminate the appointment of the Information Agent if (i) at any time the Information Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or to meet its debts as they become due and payable or suspends payment thereof, or if a resolution is passed or an order made for its winding-up or dissolution, or if a receiver, administrator or other similar official of itself or all or any substantial part of its property is appointed, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency laws, or if any public officer takes charge or control of it or its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (ii) it fails duly to make any calculation required to be made by it under this Agreement, and does not do so within two Business Days of receipt of notice from the Original Participating Noteholders that they intend to appoint a replacement Information Agent to make the calculation in question and subsequent calculations (if any). The Information Agent may, in the conduct of its duties, authorities or discretions under this Agreement, act by responsible officers or a responsible officer for the time being of the Information Agent and, whenever it thinks fit, whether by power of attorney or otherwise, delegate to any person or persons all or any of the duties, authorities and discretions vested in it by this Agreement and any such delegation may be made upon such terms and conditions and subject to such regulations (including the power to sub delegate) as the Information Agent may think fit; and the Information Agent shall not be responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub-delegate provided it has exercised reasonable care in the selection of such delegate or sub-delegate. The Information Agent shall, within a reasonable time after engaging any such agent or delegating any of its duties, authorities and discretions pursuant to this Clause 18.1, give notice thereof to the Company. -44-

48 18.2 Updated Locked-Up Debt Confirmations (a) (b) The Company and/or the Ad-Hoc Committee may, at any time, request in writing any Participating Noteholder to provide it and the Information Agent with an updated Locked-Up Debt Confirmation. Upon receipt of a written request from the Company and/or the Ad-Hoc Committee to provide the same, a Participating Noteholder must provide the Company and the Information Agent with an updated Locked-Up Debt Confirmation within two Business Days of receipt of the written request Disclosure of information regarding Locked-Up Debt (a) (b) (c) Each Party hereby irrevocably instructs and authorises the Company, the Company s Counsel, the Ad-Hoc Committee and the Ad-Hoc Committee s Counsel to inform the Parties of the aggregate amount of Locked-Up Debt held by all Participating Noteholders (without disclosing the amount held by each Participating Noteholder) from time to time on the request of a Party and to provide copies of any execution pages or Accession Deeds executed by any person once received. On the basis of the executed copies of this Agreement, any Accession Deeds, Locked-Up Debt Confirmations and Termination Notices (if any) received by the Company and the Information Agent in accordance with the terms of this Agreement, the Information Agent shall calculate the proportion of Locked-Up Debt held (in aggregate) by Participating Noteholders and shall notify the Company, the Shareholder and each Participating Noteholder immediately upon receipt of executed copies of this Agreement and/or Accession Deeds from Participating Noteholders holding in aggregate 75% or more of the aggregate principal amount of the Debt. On request, the Information Agent shall promptly notify the Company and the Ad-Hoc Committee of the proportion of the Debt held by, or owed to, all the Participating Noteholders as at that date Sharing of information (a) (b) Each Party authorises the Existing Notes Trustee and/or the Existing Notes Security Agent to forward to, and otherwise share with, the Company, the Information Agent and the Ad-Hoc Committee any original and any copy of any document, instrument, correspondence, communication and any other information relating to or in connection with the Existing Notes Documents, the Participating Noteholders, the Obligors and/or the Group and the progress and result of any other Participating Noteholder s consent or approval but excluding information with respect to each Participating Noteholder s share of amounts outstanding under the Debt at any time. For the avoidance of doubt, existing information flows under the Existing Notes Documents shall continue until the termination of such documents. The Existing Notes Trustee and/or the Existing Notes Security Agent shall be entitled to rely on, enforce and enjoy the benefit of this Clause 18.4 as if it were a party to this Agreement and, without prejudice to Clause 1.3 (Third party rights), the Existing Notes Trustee and/or the Existing Notes Security Agent shall not be bound by any amendment -45-

49 of paragraph (a) or paragraph (b) of this Clause 18.4 without the consent of the Existing Notes Trustee and/or the Existing Notes Security Agent (as applicable) Costs and Expenses The Company agrees to reimburse the Information Agent for all reasonable, documented and invoiced out-of-pocket fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby in accordance with the terms of engagement signed by the Company and the Information Agent. For the avoidance of doubt, the Information Agent shall not be required to expend its own funds in connection with the Financial Restructuring. 19. SPECIFIC PERFORMANCE Without prejudice to any other remedy available to any Party and subject to the other terms of this Agreement, the obligations under Clause 7.1 (Support for the Financial Restructuring), Clause 7.2 (Restructuring Documents), Clause 7.3 (Restrictions on Enforcement), Clause 8 (Undertakings by the Obligors), Clause 9 (Undertakings by the Participating Noteholders) and Clause 10 (Undertakings by the Shareholder) shall, subject to applicable law, be the subject of specific performance by the relevant Parties. Each Party acknowledges that damages shall not be an adequate remedy for breach of the obligations under Clause 7.1 (Support for the Financial Restructuring), Clause 7.2 (Restructuring Documents), Clause 7.3 (Restrictions on Enforcement), Clause 8 (Undertakings by the Obligors), Clause 9 (Undertakings by the Participating Noteholders) and Clause 10 (Undertakings by the Shareholder). 20. FURTHER ASSURANCE The Company, each Obligor, the Shareholder and each of the Participating Noteholders shall promptly execute and deliver such other documents or agreements and take such other action as may be reasonably necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated by this Agreement and the Term Sheets. 21. CONFIRMATION OF SUPPORT OR PARTICIPATION OF PARTICIPATING NOTEHOLDERS (a) Where this Agreement contemplates that a particular matter or any step, action or election relating thereto (a Relevant Matter ) requires the approval, agreement, consent, confirmation, determination, instruction, request, election or voting (or any analogous step or action) of, or otherwise to be made, by the Majority Participating Noteholders, or the Super Majority Participating Noteholders, each Participating Noteholder or Existing Noteholder (as applicable) shall, promptly upon receipt of a Proposal Form (as defined below): (i) (ii) send to the Company and the Information Agent an executed copy of the letter or form (the Proposal Form ) relating to the Relevant Matter which the Participating Noteholders have been requested to sign, approve or set out their vote, election or instruction; and send to the Company and the Information Agent, together with the Proposal Form, a Locked-Up Debt Confirmation updated to confirm the total amount of -46-

50 Debt held by, or owed to, the Participating Noteholder and any of its Related Funds and/or Affiliates as at the date of the Proposal Form (provided that failure by any Participating Noteholder to send any such updated Locked-Up Debt Confirmation shall not affect the remaining provisions of this Clause 21 and the Company shall be entitled to rely upon, and make the required calculations on the basis of, the most recent Locked-Up Debt Confirmation provided by the relevant Participating Noteholder). (b) (c) (d) (e) Promptly upon receipt by the Company and the Information Agent of executed Proposal Forms from Participating Noteholders in accordance with paragraph (a) above, the Information Agent shall record the relevant vote, decision or election (each a Relevant Decision ) made by each Participating Noteholder in its Proposal Form and calculate the proportion of the Debt held by, or owed to, all the Participating Noteholders whose Relevant Decisions have approved or voted in favour of the proposed step, act or any instruction or election relating to the Relevant Matter. Promptly upon recording Relevant Decisions approving or voting in favour of any proposed step, act or any instruction or election relating to the Relevant Matter from the required majority of Participating Noteholders or Existing Noteholders and in each case provided that the Participating Noteholder has provided all relevant contact details in advance to the Information Agent, the Information Agent shall confirm the same to the Company and to all Participating Noteholders. Upon receipt of written request from the Company, the Ad-Hoc Committee or any Participating Noteholder (each a Requesting Party ), the Information Agent shall confirm to the Requesting Party the proportion of the Debt or Locked-Up Debt (as applicable) held by, or owed to, (in aggregate) Participating Noteholders or Existing Noteholders (as applicable) whose Relevant Decisions approve or are in favour of any proposed step, act or any instruction or election relating to the Relevant Matter as at the date of that written request. Each Party agrees that for the purposes of any calculation the Information Agent may: (i) (ii) rely on the most recent Locked-Up Debt Confirmation provided to it by each Participating Noteholder in accordance with this Agreement and assume that the amount of Debt set out therein represents the total amount of Debt, Locked-Up Debt held by, or owed to, each the relevant Participating Noteholder or any of its Related Funds and/or Affiliates, unless notified otherwise by that Participating Noteholder; and assume that each Participating Noteholder which has provided to it a Locked-Up Debt Confirmation has authority to execute and has executed the Locked-Up Debt Confirmation and this Agreement (or, if applicable, an Accession Deed), in each case, on behalf of each Affiliate and Related Fund referred to in such Locked-Up Debt Confirmation. -47-

51 22. CALCULATION AND SETTLEMENT AGENT 22.1 Appointment of the Calculation and Settlement Agent Global Loan Agency Services Limited is hereby appointed as Calculation and Settlement Agent in connection with the Financial Restructuring, and Global Loan Agency Services Limited accepts such appointment Fees and terms of engagement The Calculation and Settlement Agent acknowledges that its reasonable fees and/or expenses will be paid by the Company pursuant to a separate fee letter, entered into on or about the date of this Agreement, and that it shall not be entitled to make any claim or take any action against any Original Participating Noteholders, or any other Party to this Agreement, in the event the Company fails to pay the Calculation and Settlement Agent any such fees and expenses Resignation of the Calculation and Settlement Agent (a) (b) (c) (d) (e) The Calculation and Settlement Agent may only resign from its position as Calculation and Settlement Agent under this Agreement in accordance with this Clause The Company and Original Participating Noteholders may, by notice to the Calculation and Settlement Agent (a Resignation Requirement Notice ), require it to resign for any reason by giving 15 days notice to the Calculation and Settlement Agent, in which case the Company with the approval of the Original Participating Noteholders (each acting reasonably and in good faith) may appoint a successor Calculation and Settlement Agent from the resignation date set out in the retiring Calculation and Settlement Agent s resignation notice or (if earlier) on the date falling 15 days after receipt by the Calculation and Settlement Agent of the Resignation Requirement Notice (the Resignation Date ). Notwithstanding the foregoing, the Calculation and Settlement Agent may resign (at no cost to the Calculation and Settlement Agent) immediately upon written notice in the event that circumstances arise that would make continuation of all or any portion of the services provided by it hereunder conflict with any independence or other professional regulations, standards or guidelines to which the Calculation and Settlement Agent conforms. The retiring Calculation and Settlement Agent shall, at its own cost (if retiring on its own accord other than pursuant to the last sentence of Clause 22.3(b)), make available to the successor Calculation and Settlement Agent such documents and records and provide such assistance as the successor Calculation and Settlement Agent may reasonably request for the purposes of performing its functions as Calculation and Settlement Agent under this Agreement. The Calculation and Settlement Agent's resignation notice shall only take effect on and from the Resignation Date. On the Resignation Date, the retiring Calculation and Settlement Agent shall be discharged from any additional obligation in respect of this Agreement, but the Calculation and Settlement Agent s resignation shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date on which the Calculation and Settlement Agent s resignation takes effect, including the right to claim -48-

52 damages in respect of any breach of the Agreement which existed at or before that date, and the Calculation and Settlement Agent shall remain entitled to the benefit of this Clause 22 (Calculation and Settlement Agent). Any successor and each of the other parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party. (f) The Company and/or all of the Original Participating Noteholders may forthwith terminate the appointment of the Calculation and Settlement Agent if (i) at any time the Calculation and Settlement Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or to meet its debts as they become due and payable or suspends payment thereof, or if a resolution is passed or an order made for its winding-up or dissolution, or if a receiver, administrator or other similar official of itself or all or any substantial part of its property is appointed, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency laws, or if any public officer takes charge or control of it or its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (ii) it fails duly to make any calculation required to be made by it under this Agreement, and does not do so within two Business Days of receipt of notice from the Original Participating Noteholders that they intend to appoint a replacement Calculation and Settlement Agent to make the calculation in question and subsequent calculations (if any). 23. NOTICES 23.1 Communications in Writing Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by , fax or letter Addresses (a) (b) The address, address and fax number of each Party for any communication or document to be made or delivered under or in connection with this Agreement is that set out opposite its name in Schedule 10 (Notice Details) or (if applicable) its Accession Deed (or any substitute address, address and fax number as a Party may notify to all other Parties by not less than five Business Days notice). In the absence of any address, address and/or fax number being given on the relevant signature page or Accession Deed, the relevant details shall be those applicable to it under the Existing Intercreditor Agreement save that for the Shareholder, its notice details shall be as follows: Address: 105 Duke Street, Liverpool, L1 5JQ Attention: Gaurav Batra / Daniel Freed Fax: Gaurav.Batra@bibbylinegroup.co.uk; Daniel.Freed@bibbylinegroup.co.uk -49-

53 23.3 Delivery (a) Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective if it is in legible form and shall be deemed to have been made or delivered: (i) (ii) (iii) if by , on receipt in legible form in the recipient s inbox; if by way of fax, at the time of transmission; or if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address. and, if a particular department or officer is specified as part of its address details provided under Clause 23.2 (Addresses), if addressed to that department or officer. (b) (c) (d) (e) Any communication or document to be made or delivered to an Ad-Hoc Committee Member will be effective only when actually received by the Ad-Hoc Committee Member and then only if it is expressly marked for the attention of the department or officer identified with the Ad-Hoc Committee Member s signature below (or any substitute department or officer as the Ad-Hoc Committee Member shall specify for this purpose). Any communication or document made or delivered to the Company in accordance with this Clause 23 will be deemed to have been made or delivered to each of the Obligors. If deemed receipt under paragraph (a) above is not within business hours (being 9.00 am to 5.00 pm on a Business Day in the place of receipt), it shall instead be deemed to have been made or delivered when business next starts in the place of receipt. Any communication or document to be made or delivered to the Company shall be copied to the Company s Counsel at the following details: Address: Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF Attention: John Houghton; Marc Hecht Fax: john.houghton@lw.com; marc.hecht@lw.com (f) Any communication or document to be made or delivered to York or the Ad-Hoc Committee shall be copied to the Ad-Hoc Committee s Counsel at the following details: Address: Sullivan & Cromwell LLP, 1 New Fetter Lane, London EC4A 1AN Attention: Chris Howard, Chris Beatty Fax: howardcj@sullcrom.com; beattyc@sullcrom.com -50-

54 (g) Any communication or document to be made or delivered to the Shareholder shall be copied to the Shareholder's solicitors at the following details: Address: Addleshaw Goddard LLP, 60 Chiswell Street, London EC1Y 4AG Attention: Nathan Pearce Fax: (h) Any communication or document to be made or delivered to the Information Agent and the Calculation and Settlement Agent shall be delivered at the following details: Address: 45 Ludgate Hill, London, EC4M 7JU Attention: Transaction Management Group Fax: (i) All notices from or to an Obligor shall be sent through the Company and, unless delivered by the Ad-Hoc Committee, with a copy to the Ad-Hoc Committee. Any communication or document made or delivered to the Company in accordance with this Clause 23 will be deemed to have been made or delivered to each of the Obligors Notification of address and fax number Each Party shall promptly notify each other Party of any change to its address, address or fax number English Language (a) (b) Any notice given under or in connection with this Agreement must be in English. All other documents provided under or in connection with this Agreement must be: (i) (ii) in English; or if not in English, and if so required by the Ad-Hoc Committee, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document. 24. PARTIAL INVALIDITY If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. -51-

55 25. REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of any Participating Noteholder, any right or remedy under any document in relation to any Debt shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 26. AMENDMENTS AND WAIVERS 26.1 Required Consent (a) (b) Subject to Clause 26.2 (Major Amendments) and Clause 26.3 (Exceptions) any term of this Agreement or the Term Sheets, or the Steps Plan, may be amended or waived with the consent of the Majority Participating Noteholders and the Company in accordance with (b) below. The Company shall promptly notify the Shareholder and all the Participating Noteholders of any amendment or waiver to this Agreement Major Amendments Subject to Clause 26.3 (Exceptions): (a) an amendment or waiver which has the effect of changing or which relates to: (i) (ii) (iii) (iv) the definitions of Majority Participating Noteholders or Super Majority Participating Noteholders in this Agreement; the voting or governance rights set out in the Equity Term Sheet; the post-financial Restructuring capital structure described in Clause 2 (The Financial Restructuring); or the introduction of any new debt or equity instrument as part of the Financial Restructuring to be issued by the Company or any entity which will be its Affiliate after and as a result of the Financial Restructuring, which is not described in the Term Sheets, may be amended or waived only with the consent of the Super Majority Participating Noteholders and the Company in accordance with (c) below and any such amendment or waiver will be binding on all Parties; (b) (c) any economic modification to this Agreement, the Term Sheets or the Steps Plan and the exhibits to each such document and the transactions contemplated therein without regard to materiality shall not be made without the consent of the Super Majority Participating Noteholders; an amendment or waiver referred to in (a) and (b) above shall become effective and binding on all Parties upon receipt by the Ad-Hoc Committee and the Company of the -52-

56 written consent of the Company and the relevant Participating Noteholders to such amendment or waiver; and (d) the Company shall promptly notify all the Participating Noteholders and the Shareholder of any such amendment or waiver to this Agreement Exceptions (a) An amendment or waiver which: (i) (ii) (iii) affects any Participating Noteholder materially disproportionately in comparison to other Participating Noteholders; is likely to materially prejudice the economic result of the Financial Restructuring for a Participating Noteholder as contemplated in this Agreement (including the Term Sheets) as at the date hereof or the date of the relevant Accession Deed (in the case of a holder of Debt that becomes a Participating Noteholder in accordance with Clause 3.2 (Accession)); or requires any Participating Noteholder to pay, lend or otherwise invest any amount not contemplated in the Term Sheets or the Steps Plan, may not be effected without the prior consent of the relevant Participating Noteholder affected by the amendment or waiver. (b) (c) (d) (e) (f) Subject to paragraph (a), an amendment or waiver of the Steps Plan may be effected with the consent of the Majority Participating Noteholders and the Company. No amendment to Clause (Restructuring Work Fee) may be made without the consent of York; No amendment may be made to the definition of End Date or Long-Stop Date without the consent of the Company and each Participating Noteholder and the Shareholder (in the case of the Shareholder, such consent not to be unreasonably withheld). No amendment or waiver may be made under this Agreement which is likely to be materially adverse or prejudicial to any of the purchasers under the Subscription Agreement who are parties to this Agreement (or who are Affiliates or Related Funds of any parties to this Agreement) without the consent of each such party to this Agreement. No amendment may be made to the Transitional Services Agreement or the Licence Agreement (the Shareholder Agreements ) without the Shareholder s consent and: (i) (ii) nothing in this Agreement shall prevent or restrict compliance by the Company or the Shareholder with the terms of a Shareholder Agreement; the Company and the Shareholder shall not take, and the Company shall procure that no Group Company takes, any action that would, if the relevant Shareholder Agreement were in full force and effect as of the date of this Agreement, -53-

57 constitute a breach of such Shareholder Agreement or that would otherwise have the effect of frustrating the same; and (iii) to the extent there is an inconsistency between a Restructuring Document, a Term Sheet or the Subscription Agreement and a Shareholder Agreement, the terms of the relevant Shareholder Agreement shall prevail. (g) No amendment or waiver may be made under this Agreement (in particular but not limited to in respect of Steps 11, 13 and 18(a) of the Steps Plan) which is likely to be adverse or prejudicial to the Shareholder without the Shareholder s consent, nor may the Financial Restructuring be implemented by way of an administration or analogous proceeding without the Shareholder's consent. 27. RESERVATION OF RIGHTS (a) (b) (c) Unless expressly provided to the contrary, this Agreement does not amend or waive any Party s rights under the Existing Notes Documents or any other documents and agreements, or any Party s rights as creditors of the Company or any member of the Group unless and until the Financial Restructuring is consummated (and then only to the extent provided under the terms of the Restructuring Documents). Without prejudice to the provisions of this Agreement, the Parties fully reserve any and all of their rights, until such time as the Financial Restructuring is implemented. If this Agreement is terminated by any Party for any reason, the rights of that Party against the other Parties to this Agreement and those other Parties rights against the terminating Party shall be fully reserved. 28. COUNTERPARTS (a) (b) This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. Transmission by fax or ed scanned copy of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart. 29. GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 30. ENFORCEMENT 30.1 Jurisdiction (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to non-contractual obligations arising out of or in connection with this Agreement or a dispute regarding the existence, validity or termination of this Agreement) (a Dispute ). -54-

58 (b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary Service of Process Without prejudice to any other mode of service allowed under any relevant law: (a) (b) (c) the Company and each Obligor irrevocably appoints the Company as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; each Participating Noteholder (other than any Participating Noteholder incorporated in England and Wales) appoints the Information Agent as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and the Company, each Obligor, each member of the Group and each Participating Noteholder (other than a Participating Noteholder incorporated in England and Wales) agrees that failure by a process agent to notify it of the process will not invalidate the proceedings concerned. -55-

59 Schedule 1 The Original Parties Part I The Original Guarantors Name of Original Guarantor Registration number Bibby Offshore Holdings Limited Bibby Offshore Limited Bibby Remote Intervention Limited Bibby North Star Limited Huskisson Shipping Limited Rumford Tankers Limited

60 Part II The Original Participating Noteholders Name of Original Participating Noteholder York Credit Opportunities Investments Master Fund, L.P. York Global Finance Fund, L.P. York European Focus Master Fund, L.P. York European Opportunities Investments Master Fund, L.P. Exuma Capital, L.P. Jorvik Multi Strategy Master Fund, L.P. York European Strategic Investors Fund Limited 8. Stichting Value Partners Family Office 9. FIL Investments International as agent for and on behalf of Fidelity Funds SICAV in respect of Fidelity Funds - European High Yield (F/EHY) 10. FIL Investment Services (UK) Limited as agent for and on behalf of Fidelity Extra Income Fund (EXIN) and Fidelity Strategic Bond Fund (FIF) 11. Hof Hoorneman Bankiers N.V. 12. PIMCO Europe Ltd for and on behalf of certain funds and accounts -57-

61 Schedule 2 Form of Accession Deed To: [The Company] From: [Proposed Participating Noteholder] Dated: Copy to: [the Ad-Hoc Committee] Dear Sirs, [Company] Restructuring Support and Lock-Up Agreement dated [ ] (the Agreement ) 1. We refer to the Agreement. This is an Accession Deed. Terms defined in the Agreement have the same meaning in this Accession Deed unless given a different meaning in this Accession Deed. 2. [Proposed Participating Noteholder] agrees to be bound by the terms of the Agreement as a Participating Noteholder. 3. [Proposed Participating Noteholder] s administrative details are as follows: Address: Telephone No: Fax No: Attention: 4. This Accession Deed and any non-contractual obligations arising out of or in connection with it is governed by English law. Signed as a deed by [Name of Proposed Participating Noteholder]: Acting by an authorised signatory In the presence of: Name: Address: Occupation: -58-

62 Schedule 3 Group Structure Chart -59-

63 Schedule 4 Steps Plan The Steps Plan set out in this Schedule 4 includes (i) a summary description of the implementation steps and (ii) the proposed corporate and capital structure of the Group immediately following the Financial Restructuring. Capitalised terms used herein have the same meaning given to them in the Restructuring Support and Lock-Up Agreement or the Term Sheets unless otherwise defined. Step Description Steps 1 to 12 below shall occur prior to the Restructuring Effective Date 1. The Company shall announce the execution of the Restructuring Support and Lock-Up Agreement and the Subscription Agreement and publish the Cleansing Material in accordance with clause 8.3(b) of the Restructuring Support and Lock-Up Agreement ( Announcement ). 2. Any Existing Noteholder who elects to become an Additional Purchaser in respect of its Relevant Proportion (in each case as defined in the Subscription Agreement) may do so by acceding to the Subscription Agreement (provided that it is a party to the Restructuring Support and Lock-Up Agreement) no later than 6:00pm on January 5, The Company shall issue a letter to the Noteholders in form and substance reasonably satisfactory to the Majority Participating Noteholders in respect of a proposed Scheme to implement the Financial Restructuring as contemplated by Practice Statement [2002] All ER (D) The Company shall make an application to the Court to convene a creditors meeting for the purposes of approving the Scheme to implement the Financial Restructuring and undertake all steps necessary in connection with the Scheme. 5. The Company shall convene the creditors meeting, as directed by the Court. 6. The Company shall publish an explanatory statement and all other incidental and necessary documents in accordance with Part 26 of the Companies Act 2006 that are in form and substance reasonably satisfactory to Majority Participating Noteholders as being consistent with the terms of the Financial Restructuring and the Equity Term Sheet. 7. Each Participating Noteholder shall vote in favour of the Scheme at the creditors meeting (by attending in person or by proxy). 8. The Company shall make an application to the Court for the Scheme to be sanctioned and, as soon as reasonably practicable after the Court sanctions the Scheme at such Court sanction hearing, the Company shall file the sanction order with Companies House. 9. If deemed desirable in the opinion of the Company and the Majority Participating Noteholders, -60-

64 the Company shall obtain an order of recognition of the Scheme from the U.S. Bankruptcy Court pursuant to Chapter 15 of the U.S. Bankruptcy Code. 10. Any consents, licenses, authorisations or approvals that are required by law, or by any Regulator or Governmental Body, to (i) implement the Financial Restructuring and/or (ii) enable each relevant Group Company operate its business as it is being, and is proposed to be, conducted following the implementation of the Financial Restructuring ( Required Regulatory Consents ), are obtained on an unconditional basis. 11. A nominee shall incorporate TopCo and MidCo, each as a private company limited by shares in the Bailiwick of Jersey, and shall hold 10 ordinary shares in TopCo. TopCo shall hold 100% of the shares in MidCo. For the avoidance of doubt, the nominee shall not be a nominee of the Group or the Shareholder. 12. TopCo shall adopt the New TopCo Articles to give effect to the Equity Term Sheet by TopCo. Steps 13 to 18 below shall occur on the Restructuring Effective Date 13. The Shareholder shall transfer the Existing Shares to MidCo subject to and in accordance with Clauses 10.1(e)(iii) and (iv) of the Restructuring Support and Lock-Up Agreement. 14. TopCo shall: a. issue and deliver Ordinary Shares to each Existing Noteholder, Equity Electing Noteholder, Purchaser, York and the Holding Period Trustee in the amounts described in Clause 2 of the Restructuring Support and Lock-Up Agreement and take all steps necessary to cause such persons to be entered into the TopCo s register of members as shareholders holding the applicable number of Ordinary Shares; and b. cancel all outstanding Ordinary Shares held by the nominee. 15. The Escrow Agent shall, being always subject to, and acting in accordance with the terms of, the Escrow Agreement, pay a. all fees and expenses required to be paid by clause 10.3 (Fees and terms of engagement) of the Subscription Agreement; b. all fees and expenses incurred by the Independent Restructuring Consultant, the Ad-Hoc Committee s Counsel and AlixPartners UK LLP in connection with the Financial Restructuring (in amounts approved by York); c. the fees and expenses incurred by the Minority Noteholder Counsel (pursuant to such counsel s fee letter with the Company and in amounts approved by the minority noteholders on the Ad-Hoc Committee); d. the fees and expenses of the Company s Counsel and Ernst & Young LLP in connection with the Financial Restructuring (in the amounts approved by the Company); and -61-

65 e. all amounts standing to the credit of the Escrow Account following payment of the amounts set out in steps 14a. c. above to TopCo. 16. TopCo shall contribute to MidCo cash amounts necessary for MidCo to make the payments contemplated by Step MidCo shall contribute to the Company the cash amount necessary for the Company to make the payment contemplated by Step The Company shall: a. procure the payment in cash of all amounts outstanding under the Existing Revolving Facilities Agreement, the discharge of all obligations thereunder (or cash collateralize all letters of credit and performance bonds in accordance with the Existing Revolving Facilities Agreement) and the release of all liens securing amounts outstanding under the Existing Revolving Facilities Agreement. b. take all steps necessary (and cause the Existing Notes Trustee and Existing Notes Security Agent to take all steps necessary) to release the Existing Notes Indenture and the release of all liens securing amounts outstanding under the Existing Notes Indenture. -62-

66 POST-CLOSING STRUCTURE CHART Ordinary Shareholders TopCo (Jersey) MidCo Equity Term Sheet (Jersey) Bibby Offshore Holdings Limited Subsidiaries -63-

67 Schedule 5 Note: Court recess 22 December 10 January DATE Scheme Timetable ACTIONS AND DOCUMENTS 27 November Agree and enter into Lock-up Agreement (with Term Sheets appended), Subscription Agreement and TSA 28 November Cleansing statement and deal announcement (including Q3 results) published and notice given of Q3 results call 29 November Issue PSL 5 December Q3 Results Call 20 December Convening Hearing 20 December Send out Explanatory Statement and notice of Creditors Meeting 21 December [Chapter 15 Filing] 5 January Rights Offering underwriting option period expires 9 January Voting/Instruction Deadline & Record Date 10 January Creditors Meeting 12 January Sanction Hearing held and Sanction Order filed with Companies House 15 January [Chapter 15 Hearing] Restructuring Effective Date 1 1 or as soon as is practically possible following this date -64-

68 Schedule 6 Equity Term Sheet -65-

69 Schedule 7 Commercial Term Sheet -66-

70 Schedule 8 Subscription Agreement -67-

71 Schedule 9 Lock-Up Debt Confirmation To: GLOBAL LOAN AGENCY SERVICES LIMITED, in its capacity as Calculation Agent under the Agreement (defined below) From: [name of Participating Noteholder] Dated: Dear Sirs, 1. We refer to the Agreement. [Company] Restructuring Support and Lock-Up Agreement dated [ ] (the Agreement ) 2. This is a Locked-Up Debt Confirmation for the purposes of the Agreement. 3. Terms defined in the Agreement shall have the same meaning herein unless the context requires otherwise. [For the purpose of this Locked-Up Debt Confirmation, the terms Related Funds and/or Affiliates shall exclude [insert names of excluded funds]]. 4. We hereby confirm and represent to you and to each Party to the Agreement that as at the date of this Locked-Up Debt Confirmation, the total amount of Debt held by, or owed to, us and/or our Related Funds and/or Affiliates (in each case, on behalf of which we have executed the Agreement (or if applicable, any Accession Deed) and are authorised to execute, and are hereby executing, this Locked-Up Debt Confirmation) is as follows: Entity Custodian / Clearing System Participant Clearing System & Clearing System Account Number Type of Debt Principal Amount Senior Secured Notes Total Locked-Up Debt 5. This Locked-Up Debt Confirmation and any non-contractual obligations arising out of or in connection with it is governed by English law. Yours faithfully For and on behalf of [ ] -68-

72 Schedule 10 Notice Details Part I The Company and other Group companies Company Bibby Offshore Holdings Limited Notice Details Atmosphere One, Prospect Road, Westhill, Aberdeenshire, AB32 6FJ Attention: Stuart Jackson / Howard Woodcock / Neale Stewart (Howard.Woodcock@bibbyoffshore.com; Neale.Stewart@bibbyoffshore.com; Stuart.Jackson@bibbyoffshore.com) Bibby Offshore Limited Atmosphere One, Prospect Road, Westhill, Aberdeenshire, AB32 6FJ Attention: Howard Woodcock / Neale Stewart (Howard.Woodcock@bibbyoffshore.com; Neale.Stewart@bibbyoffshore.com) Bibby Remote Intervention Limited Atmosphere One, Prospect Road, Westhill, Aberdeenshire, AB32 6FJ Attention: Howard Woodcock / Neale Stewart (Howard.Woodcock@bibbyoffshore.com; Neale.Stewart@bibbyoffshore.com) Bibby North Star Limited Atmosphere One, Prospect Road, Westhill, Aberdeenshire, AB32 6FJ Attention: Howard Woodcock / Neale Stewart (Howard.Woodcock@bibbyoffshore.com; Neale.Stewart@bibbyoffshore.com) -69-

73 Company Huskisson Shipping Limited Notice Details Atmosphere One, Prospect Road, Westhill, Aberdeenshire, AB32 6FJ Attention: Howard Woodcock / Neale Stewart (Howard.Woodcock@bibbyoffshore.com; Neale.Stewart@bibbyoffshore.com) Rumford Tankers Limited Atmosphere One, Prospect Road, Westhill, Aberdeenshire, AB32 6FJ Attention: Howard Woodcock / Neale Stewart (Howard.Woodcock@bibbyoffshore.com; Neale.Stewart@bibbyoffshore.com) Bibby Offshore Services plc Atmosphere One, Prospect Road, Westhill, Aberdeenshire, AB32 6FJ Attention: Howard Woodcock / Neale Stewart (Howard.Woodcock@bibbyoffshore.com; Neale.Stewart@bibbyoffshore.com) -70-

74 Part II Original Participating Noteholders Original Participating Noteholder York Credit Opportunities Investments Master Fund, L.P. York Global Finance Fund, L.P. York European Focus Master Fund, L.P. York European Opportunities Investments Master Fund, L.P. Exuma Capital, L.P. Jorvik Multi Strategy Master Fund, L.P. Notice Details York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET Attn: Jack Land / Beatriz Meldrum JLand@yorkcapital.com / BMeldrum@yorkcapital.com Tel: +44 (0) / +44 (0) York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET Attn: Jack Land / Beatriz Meldrum JLand@yorkcapital.com / BMeldrum@yorkcapital.com Tel: +44 (0) / +44 (0) York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET Attn: Jack Land / Beatriz Meldrum JLand@yorkcapital.com Tel: +44 (0) / +44 (0) York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET Attn: Jack Land / Beatriz Meldrum JLand@yorkcapital.com / BMeldrum@yorkcapital.com Tel: +44 (0) / +44 (0) York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET Attn: Jack Land / Beatriz Meldrum JLand@yorkcapital.com / BMeldrum@yorkcapital.com Tel: +44 (0) / +44 (0) York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET Attn: Jack Land / Beatriz Meldrum JLand@yorkcapital.com / BMeldrum@yorkcapital.com Tel: +44 (0) / +44 (0)

75 Original Participating Noteholder York European Strategic Investors Fund Limited Stichting Value Partners Family Office Fidelity Extra Income Fund (EXIN) Notice Details York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET Attn: Jack Land / Beatriz Meldrum JLand@yorkcapital.com / BMeldrum@yorkcapital.com Tel: +44 (0) / +44 (0) Stichting Value Partners Family Office Dorpsstraat 26 Moordrecht, 2841 BJ Netherlands Attn: Henk M. van Heijst info@valuepartners.nl Fidelity Investments International Oakhill House, 130 Tonbridge Road, Hildenborough, Tonbridge Kent, TN11 9DZ Attn: Investment Legal E: Investment.Legal@fil.com With a copy to: Fidelity International c/o 25 Cannon Street, London EC4M 5TA T: +44 (0) Attn: Investment Legal E: Investment.Legal@fil.com Fidelity Strategic Bond Fund (STBD) Fidelity Investments International Oakhill House, 130 Tonbridge Road, Hildenborough, Tonbridge Kent, TN11 9DZ Attn: Investment Legal E: Investment.Legal@fil.com With a copy to: Fidelity International c/o 25 Cannon Street, London EC4M 5TA T: +44 (0) Attn: Investment Legal E: Investment.Legal@fil.com -72-

76 Original Participating Noteholder Fidelity Funds SICAV in respect of Fidelity Funds - European High Yield (F/EHY) Notice Details Fidelity Investments International Oakhill House, 130 Tonbridge Road, Hildenborough, Tonbridge Kent, TN11 9DZ Attn: Investment Legal E: Investment.Legal@fil.com With a copy to: Fidelity International c/o 25 Cannon Street, London EC4M 5TA T: +44 (0) Attn: Investment Legal E: Investment.Legal@fil.com Hof Hoorneman Bankiers N.V. PIMCO Europe Ltd for and on behalf of certain funds and accounts Hof Hoorneman Bankiers N.V. Oosthaven 52, Gouda, 2800 CG Netherlands Attn: Najib Nakad, CIO nakad@hofhoorneman.nl Tel: +31(0) PIMCO Europe Ltd 11 Baker Street, London, W1U 3AH Attn: Manvir Singh / Elliot Warren / Giorgio Incani Manvir.Singh@uk.pimco.com / Elliot.Warren@uk.pimco.com / Giorgio.Incani@de.pimco.com Fax:

77 Schedule 11 Specific Disclosures ISSUE Trinidad tax claim DISCLOSURE The Trinidad & Tobago Board of Inland Revenue ( BIR ) undertook an enquiry into the Group s 2008 and 2009 corporation tax returns. The Company unsuccessfully raised an objection against the tax assessments, the principal amount of which is 5.2m (with an interest claim of 4.3m). In early 2016 the Company launched an appeal through the Trinidad & Tobago courts, which is ongoing. Conclusion is expected during the first half of The Trinidad & Tobago BIR undertook an ancillary enquiry into the 2010 and 2011 corporation tax returns, claiming a total of c. 2.7m. The Company raised an objection against the tax assessments in late 2016 and early 2017, which will be heard in the next 1-2 years. The outcome of the appeal of the 2008 & 2009 assessments is expected to determine the success of the objections of the 2010 & 2011 assessments. Following advice from both PwC Trinidad and a Tax Attorney from Hamel-Smith (Trinidad lawyers), The Company approached the Trinidad & Tobago BIR in 2010 during a tax amnesty with regards to output VAT that had not been raised on invoices for work undertaken in Trinidad in 2008 and After assessments were raised (which include an additional 3.4m charge in interest) the Company appealed to the office of the President to have the assessment waived due to the Trinidad & Tobago Treasury not being at a financial loss as whatever the Company paid to the BIR the relevant customer would claim back. In 2017 the Finance Ministry stated that in view of the policy guidelines approved by cabinet governing the grant of tax concessions to private bodies, this application cannot be favourably entertained, and suggested appealing directly to the BIR. The Group is currently reviewing its position with advisors to determine how best to approach the BIR to reopen the assessment. The Company does not expect to have to make payments in respect of either the corporation tax or VAT issue. Diver income tax liabilities Certain individuals who performed diving services for one or more Group Companies in the North Sea were not registered as UK resident taxpayers, so paid no income tax in respect of their income paid by such Group Company or Companies. HMRC is investigating such individuals. If HMRC concludes that such individuals were liable for UK income tax, and such individuals fail to pay such UK income tax, HMRC may submit a claim in respect of such unpaid taxes to certain customers of the Group, pursuant to UK legislation. Pursuant to the agreements entered into between one or more Group Companies and their customers, the relevant Group Company has agreed to bear any such liability that may be suffered by the relevant customer of the Group. The Company estimates the Group s -74-

78 maximum potential liability to be 3.4m. Other tax enquiries Dissolution of Bibby Offshore Australia Pty Ltd Technology financing arrangements Remote Operated Vehicle financing arrangements Employment arrangements with vessel crew members HMRC have raised an enquiry into the 2014 return of Bibby North Star Limited in relation to the tonnage tax calculation. A response has been sent to HMRC and this enquiry is still open. The Company expects a corporation tax refund of 8,317 to be due. Form 6010 for voluntary deregistration was lodged with the Australian Securities and Investment Commission in respect of Bibby Offshore Australia Pty Ltd on 18 October This is expected to take up to 10 weeks to be processed. In June 2017, the Company entered into a sale and leaseback arrangement with Shawbrook Bank Limited in relation to certain technology assets used by the Group, pursuant to which 50, is payable monthly to Shawbrook Bank Limited until June Certain Group Companies have entered into hire purchase arrangements in relation to remote operated vehicles that are operated by the Group. As at 23 October 2017, Group Companies had outstanding liabilities of approximately 4.8 million in total, in connection with such hire purchase arrangements. Given the lack of visibility on future workload for the Bibby Sapphire and the current uncertainty regarding future arrangements for this vessel, the Group has written to VShips, the employing entity for the marine crew of the Bibby Sapphire, requesting that they commence consultation with the Bibby Sapphire workforce on redundancies. -75-

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