Amendment to ABL Facilities Agreement

Exhibit 10.1

ABL facilities agreement amendment request letter

To:    BARCLAYS BANK PLC

as Agent under the Facilities Agreement (as defined below) and on behalf of the Finance Parties under the Facilities Agreement

November 7, 2018

Dear Sirs,

ABL Facilities Agreement – Amendment Request

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).

““Restricted 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.”

“(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;”

ABL facilities agreement amendment request letter

“(c)     It and each Restricted Subsidiary has the power to own its assets and carry on its business as it is being conducted.”

“(b)     No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any Restricted Subsidiary or to which its (or any Restricted Subsidiary’s) assets are subject which has or is reasonably likely to have a Material Adverse Effect.”

“24.23    Good title to assets

It and each Restricted Subsidiary has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted but only to the extent that a failure to so have would have or would reasonably likely to have Material Adverse Effect.”

“28.5    Cross default

ABL facilities agreement amendment request letter

“28.6    Insolvency

“28.7    Insolvency proceedings

ABL facilities agreement amendment request letter

or any analogous procedure or step is taken in any jurisdiction (other than in relation to any Unrestricted Subsidiary).

“28.8    Creditors’ process

Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of the Parent or any Restricted Subsidiary having an aggregate value of:

and, in each case, is not discharged within 21 days.”

“28.12    Expropriation

The authority or ability of the Parent or any Restricted Subsidiary to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person, in the event that the assets or value of the business the subject of such action have an aggregate value in excess of:

ABL facilities agreement amendment request letter

“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:

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.

ABL facilities agreement amendment request letter

3.8    This letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

3.9    The provisions of Clauses 40 (Partial invalidity) and 49 (Enforcement) 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.

Please sign and return to us a counterpart of this letter in order to indicate your agreement to its terms.

Yours faithfully

ABL facilities agreement amendment request letter

We acknowledge and agree to the terms of this letter and confirm that the consents requested in this letter have been given by the Majority Lenders and that the Amendments shall take effect on the Effective Date.

THE AGENT