21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 1 of 97 Fill in this information to identify the case: United States Bankruptcy Court for the: Southern . District of . New York . (State) ☐ Check if this is an Case number (If known): _________________________ Chapter 15 amended filing Official Form 401 Chapter 15 Petition for Recognition of a Foreign Proceeding 12/15 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write debtor’s name and case number (if known). 1. Debtor’s name Arctic Aviation Assets DAC 2. Debtor’s unique identifier For non-individual debtors: ☐ Federal Employer Identification Number (EIN) ___ ___ – ___ ___ ___ ___ ___ ___ ___ ☒ Other 531191 . Describe identifier Company Number (Ireland) . For individual debtors: ☐ Social Security number: xxx – xx– ____ ____ ____ ____ ☐ Individual Taxpayer Identification number (ITIN): 9 xx – xx – ____ ____ ____ ____ ☐ Other ______________________. Describe identifier ____________________________. 3. Name of foreign representative(s) Geir Karlsen 4. Foreign proceeding in which appointment of the foreign representative(s) occurred Examinership proceeding under Part 10 of the Companies Act 2014 (High Court of Ireland) 5. Nature of the foreign proceeding Check one: ☒ Foreign main proceeding ☐ Foreign nonmain proceeding ☐ Foreign main proceeding, or in the alternative foreign nonmain proceeding 6. Evidence of the foreign ☒ A certified copy, translated into English, of the decision commencing the foreign proceeding and proceeding appointing the foreign representative is attached. (See Exhibit A attached hereto.) ☐ A certificate, translated into English, from the foreign court, affirming the existence of the foreign proceeding and of the appointment of the foreign representative, is attached. ☒ Other evidence of the existence of the foreign proceeding and of the appointment of the foreign representative is described below, and relevant documentation, translated into English, is attached. Certified extract of Board minutes appointing the Foreign Representative from Arctic Aviation Assets DAC (See Exhibit B attached hereto.) 7. Is this the only foreign ☐ No. (Attach a statement identifying each country in which a foreign proceeding by, regarding, or proceeding with respect to against the debtor is pending.) the debtor known to the ☒ Yes foreign representative(s)? Official Form 401 Chapter 15 Petition for Recognition of a Foreign Proceeding Page 1 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 2 of 97 Debtor Arctic Aviation Assets DAC . Case number (if known) _________________________________ Name 8. Others entitled to notice Attach a list containing the names and addresses of: (i) all persons or bodies authorized to administer foreign proceedings of the debtor, (ii) all parties to litigation pending in the United States in which the debtor is a party at the time of filing of this petition, and (iii) all entities against whom provisional relief is being sought under § 1519 of the Bankruptcy Code. (See Exhibit C attached hereto.) 9. Addresses Country where the debtor has the center of its Debtor’s registered office: main interests: Ireland Ground Floor, Imbus House Number Street P.O. Box Dublin Airport, Dublin City State/Province/Region ZIP/Postal Code Ireland Country Individual debtor’s habitual residence: Address of foreign representative(s): N/A Oksenøyveien 3, 1366 Lysaker Number Street Number Street P.O. Box P.O. Box Fornebu, Bærum City State/Province/Region ZIP/Postal Code City State/Province/Region ZIP/Postal Code Norway Country Country 10. Debtor’s website (URL) https://www.norwegian.com/ 11. Type of debtor Check one: ☒ Non-individual (check one): ☒ Corporation. Attach a corporate ownership statement containing the information described in Fed. R. Bankr. P. 7007.1. (See Exhibit D attached hereto.) ☐ Partnership ☐ Other. Specify: __________________________________________________ ☐ Individual Official Form 401 Chapter 15 Petition for Recognition of a Foreign Proceeding Page 2 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 3 of 97 03/12/2021 03/12/2021 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 4 of 97 Exhibit A Certified Copy of Decision Appointing the Interim Examiner 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 5 of 97 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 6 of 97 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 7 of 97 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 8 of 97 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 9 of 97 Certified Copy of Decision Appointing the Foreign Representative 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 10 of 97 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 11 of 97 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 12 of 97 Exhibit B Extract of Certified Board Resolution Appointing the Foreign Representative 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 13 of 97 ARCTIC AVIATION ASSETS DAC (company number: 531191) (the “Company”) (in examination under Part 10 of the Companies Act 2014 (as amended)) MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY DULY CONVENED, CONSTITUTED AND HELD VIA CONFERENCE CALL IN IRELAND ON 25 FEBRUARY 2021 AT 12:30 PM PRESENT Tore Jenssen (director) Tony Byrne (director) Peter Lawless (director) 1 Chairperson It was agreed that Peter Lawless would chair the meeting. 2 Quorum 2.1 The chairperson noted that a quorum of directors was present for a valid meeting. 2.2 It was noted that the meeting was being convened telephonically as it was in the best interests of all involved to do so, noting that a telephonic rather than in-person meeting was consistent with the Irish Government guidelines relating to the Covid-19 pandemic. 3 Disclosure of interest 3.1 It was noted that each director confirmed that he was not disqualified from participating in this meeting and / or the considerations, the determinations and resolutions to be made hereunder, and he had disclosed to the secretary of the Company, in writing, the manner (if any) in which he was interested in the matters to be discussed and considered, whether as a director of the Company or otherwise, for the purposes of section 231 of the Companies Act 2014 (the “Act”). 3.2 It was also noted that pursuant to section 137 of the Act, at least one of the directors of the Company is resident in a Member State of the European Economic Area and that no director present individually held more than twenty-five directorships for the purposes of section 142 of the Act and the directors were therefore eligible to vote on all board resolutions brought before the meeting. 3.3 The chairperson informed the meeting that no person who is the subject of a declaration of restriction under section 819 of the Act is appointed or acts in any way, directly or indirectly, as a director or secretary of the Company. 4 Background and purpose of the meeting 4.1 The chairperson gave an orientation of the most recent developments in the ongoing examinership process in Ireland and explained that the Company will seek recognition of the 4 52150435.3 Arctic Aviation Assets DAC – Board Minutes US Chapter 15 Recognition Order 21-10480-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:51:48 Main Document Pg 14 of 97 scheme of arrangement as a foreign proceeding under Chapter 15 of the US Bankruptcy Code before the United States Bankruptcy Court for the Southern District of New York (or other appropriate forum) to protect the Company’s assets within the United States from creditor action under United States’ law and protect the Company from claims against it in the United States. 4.2 Further, the chairperson advised that a foreign representative will be required to be appointed to commence or cause the commencement of the Chapter 15 proceedings in the United States Bankruptcy Court on the Company’s behalf in order to obtain recognition of the scheme of arrangement under Chapter 15 of the US Bankruptcy Code (the “Chapter 15 Recognition Order”). 4.3 The chairperson outlined that Weil, Gotshal and Manges LLP (as the Company’s United States counsel) will, if authorised, take all action it considers necessary in procuring a Chapter 15 Recognition Order to effect the Irish scheme of arrangement. 5 The board’s view and resolutions 5.1 The directors of the Company confirmed their full understanding of the effect and implications of the foregoing for the Company and the board UNANIMOUSLY RESOLVED THAT: 5.1.1 seeking the Chapter 15 Recognition Order is of benefit to the Company and its creditors; 5.1.2 Mr. Geir Karlsen, or failing him any other director of the Company from time to time, be and is hereby appointed as the foreign representative (the ‘Foreign Representative’) as such term is defined in section 101 of the US Bankruptcy Code for the purposes of obtaining Chapter 15 recognition; 5.1.3 Mr. Karlsen, or failing him any other director of the Company from time to time, be and is hereby authorised, empowered and directed, in the name and on behalf of the Company, to approve and effectuate the execution of petitions for Chapter 15 recognition and related pleadings and accessory documentation, settle the term of any notices, affidavits, certificates or other documentation required in conjunction with Chapter 15 recognition and to take such actions as he deems appropriate in connection therewith; 5.1.4 Weil, Gotshal and Manges LLP (as the Company’s United States counsel) is instructed to file petitions for recognition under Chapter 15 of the US Bankruptcy Code for and on behalf of the Company before any court of competent jurisdiction of the United States to agree, finalise and execute any pleadings, agreements, applications, notices or other instruments whatsoever necessary or desirable to obtain a Chapter 15 Recognition Order to enforce the Irish scheme of arrangement in the United States; 5.1.5 Mr.