ABL facilities agreement amendment request letter
To: BARCLAYS BANK PLC
under the Facilities Agreement (as defined below) and on behalf of the Finance Parties under the Facilities Agreement
||745 7th Avenue|
|Electronic mail address:
|For the attention of:
||Vanessa Kurbatskiy/Komal Ramkirath|
November 7, 2018
ABL Facilities Agreement Amendment
1.1 We refer to the ABL facilities agreement dated 17 April 2018 between, amongst others, Barclays Bank PLC (as agent), Bristow
Norway AS and Bristow Helicopters Limited as borrowers and guarantors and Bristow Group Inc. as a guarantor as amended from time to time (the Facilities Agreement).
1.2 In accordance with Clause 42 (Amendments and Waivers) of the Facilities Agreement we (on behalf of ourselves and as
Obligors Agent on behalf of each other Obligor) request that the Majority Lenders consent to the terms of this letter and certain amendments to the Facilities Agreement set forth herein (collectively, the Amendments) which
shall take effect on the Effective Date (as defined below).
With effect on and from the Effective Date (as defined below):
each of the following new definitions shall be inserted in Clause 1.1 (Definitions) of the Facilities
Agreement at its appropriate place in the alphabetical order of such Clause:
Subsidiary of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. Unless the context otherwise requires, references to a Restricted Subsidiary shall be to a Restricted Subsidiary of the Parent.
Unrestricted Subsidiary has the meaning given to that term in the Secured Bonds Indenture and for the avoidance of
doubt does not include any Subsidiary of the Parent which is or becomes a Borrower and/or a Guarantor.
paragraph (a) of the definition of Material Adverse Effect in Clause 1.1
(Definitions) of the Facilities Agreement shall be deleted and replaced with the following:
(a) the business, operations, property or financial condition of (i) the Parent, (ii) each Obligor
individually and/or (iii) the Parent and the Restricted Subsidiaries taken as a whole;