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SEC Filings

BRISTOW GROUP INC filed this Form 8-K on 04/23/2018
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14. The Group Structure Chart.


15. The Budget.


16. A copy of the Original Financial Statements of each Obligor.



17. Evidence that any fees, costs and expenses due from any Obligor on the Closing Date pursuant to Clause 17 (Fees), Clause 18.6 (Stamp taxes) and Clause 22 (Costs and expenses) have been paid.


18. A recent lien search in Norway with respect to each Norwegian Obligor, and such search shall reveal no Security on any of the assets of the Norwegian Obligors (in relation to which it is possible to effect a lien search) except for Permitted Security.


19. A recent Companies House search in England with respect to each English Obligor, and such search shall reveal no Security on any of the assets of the English Obligors except for Permitted Security.


20. An Aggregate Borrowing Base Certificate which calculates the Aggregate Borrowing Base as of the end of a month no earlier than the most recent month ending 20 Business Days or more before the Closing Date and agreed supporting Borrowing Base files (the Aggregate Borrowing Base Certificate will include individual Borrower’s Borrowing Bases).


21. The Agent or its designee shall have conducted a field examination of the applicable Obligors’ Receivables and related working capital matters and of the applicable Obligors’ related data processing and other systems, the results of which shall be satisfactory to the Agent in its sole discretion.


22. The Agent and its counsel shall have completed all legal due diligence required by the Agent prior to the Closing Date, the results of which shall be satisfactory to Agent in its sole discretion.


23. The Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the US PATRIOT Act, for each Obligor that they have notified the Obligors’ Agent are required prior to the Closing Date.


24. If the Agent so requests, evidence that at least USD250,000,000 of secured bonds have been issued by the Parent pursuant to the Secured Bonds Indenture.


25. If the Agent so requests, evidence that all amounts outstanding under the amended and restated revolving credit and term loan agreement dated 22 November 2010 between, amongst others, the Parent and Suntrust Bank has been repaid and cancelled in full, other than in respect to (a) any outstanding letters of credit issued thereunder, to the extent required by the issuers thereof and any cash collateral therefor and (b) obligations, expenses and indemnities that survive such cancellation.



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