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SEC Filings

BRISTOW GROUP INC filed this Form 8-K on 11/14/2018
Entire Document

ABL facilities agreement amendment request letter



Clause 28.14 (Litigation) of the Facilities Agreement shall be deleted and replaced with the following:

“28.14    Litigation

Any litigation, arbitration, administrative, regulatory proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral body or agency is made in relation to the Finance Documents or the transactions contemplated in the Finance Documents or against the Parent, any Restricted Subsidiary or any of their respective assets which have or are reasonably likely to have a Material Adverse Effect.”

2.2    We request that each Lender confirms its response to the above requests and the Amendments by no later than 12:00 p.m. in New York on 8 November 2018 or such later time and/or date as we may notify to the Agent pursuant to paragraph 2.3 below (the “Consent Deadline”).

2.3    We reserve the right to extend the Consent Deadline at our absolute discretion by written notice to the Agent. By providing its consent to the terms of this letter pursuant to paragraph 2.2., each such Lender providing such consent also authorizes the Agent and the Security Agent to enter into such additional documentation and take such other action as it is reasonably required to give effect to the Amendments.

2.4    We request that the Agent promptly notify us when it has received from the Lenders the required consents requested in this letter.




3.1    Any confirmation or consent given by a Lender in response to the requests made under this letter will be irrevocable and will bind that Lender and its permitted transferees or assignees.

3.2    Terms defined in the Facilities Agreement have the same meanings in this letter unless the context otherwise requires. The provisions of Clause 1.2 (Construction) of the Facilities Agreement apply to this letter as though they were set out in full in this letter except that references to the Facilities Agreement are to be construed as references to this letter.

3.3    Bristow Group Inc. enters into this letter for itself and in its capacity as the Obligors’ Agent (in accordance with Clause 2.4 (Obligors’ Agent) of the Facilities Agreement).

3.4    By your countersignature of this letter, you confirm that the consents requested in this letter have been given by the Majority Lenders.

3.5    Save as expressly set out in this letter:



the Finance Documents remain in full force and effect; and



nothing in this letter shall constitute or be construed as a waiver or compromise of any other term or condition of the Finance Documents or any of the Finance Parties’ rights in relation to them which for the avoidance of doubt shall continue to apply in full force and effect.

3.6    With effect from the Effective Date this letter is designated as a Finance Document for the purposes of the Facilities Agreement. With effect from the Effective Date, the Facilities Agreement and this letter will be read and construed as one document and the Amendments shall be effective. For the purposes of this letter the “Effective Date” means the date on which the Agent provides the Obligors’ Agent with a copy of this letter countersigned by the Agent. The Agent shall promptly after the Effective Date occurs confirm the same to the Lenders and the Obligors’ Agent.

3.7    This letter may be executed in any number of counterparts and all those counterparts taken together shall be deemed to constitute one and the same letter. Delivery of a counterpart of this letter by e-mail attachment or telecopy shall be an effective mode of delivery.