Agreement of Resignation, Appointment and Acceptance, dated as of May 8, 2019, by and among Bristow Group Inc., Wilmington Trust, National Association, as successor trustee, and U.S. Bank National Association

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of May 8, 2019 by and among Bristow Group Inc. (the “Issuer”), a Delaware corporation, and Wilmington Trust, National Association (“Wilmington Trust” or “Successor Trustee”), a national banking association duly organized and existing under the laws of the United States of America, and U.S. Bank National Association (“U.S. Bank” or “Predecessor Trustee”), a national banking association duly organized and existing under the laws of the United States of America. Defined terms used herein shall have the respective meaning ascribed thereto in the Indenture.

WHEREAS, there are currently 6.25% Senior Notes due 2022 (the “6.25% Senior Notes”) and 4.50% Convertible Senior Notes due 2023 (the “Convertible Notes”) outstanding under an Indenture, dated as of June 17, 2008, as amended by the First Supplemental Indenture, dated as of June 17, 2008, and as further amended by the Second Supplemental Indenture, dated as of October 1, 2012, and as further amended by the Third Supplemental Indenture, dated as of October 12, 2012, and as further amended by the Fourth Supplemental Indenture dated as of June 21, 2016, and as further amended by the Fifth Supplemental Indenture dated as of November 10, 2016, and as further amended by the Sixth Supplemental Indenture thereto dated December 18, 2017 (as so amended, the “Indenture”), by and among the Issuer, each of the guarantors and potential guarantors party thereto, and U.S. Bank National Association, as trustee,

WHEREAS, the Issuer previously appointed U.S. Bank as the trustee (the “Trustee”), registrar (the “Registrar”), paying agent (the “Paying Agent”), custodian (the “Custodian”), conversion agent (the “Conversion Agent”) and bid solicitation agent (the “Bid Solicitation Agent”) with respect to Securities issued under the Indenture,

WHEREAS, Section 2.05 of the Indenture provides that the Issuer may change any Paying Agent or Registrar without notice to any Holder,

WHEREAS, Section 7.08 of the Indenture provides that Predecessor Trustee may resign at any time upon written notice to the Issuer and Subsidiary Guarantors,

WHEREAS, Section 7.08 of the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall deliver a written acceptance of such appointment to the Issuer, the Subsidiary Guarantors and to the retiring Trustee, and thereupon the resignation of the retiring Trustee shall become effective and such successor Trustee shall have all rights, powers, and duties of the retiring Trustee under the Indenture,

WHEREAS, Issuer desires to appoint Successor Trustee as Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent to succeed U.S. Bank in such capacities under the Indenture, and

WHEREAS, Successor Trustee is willing to accept such appointments as successor Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent under the Indenture.

NOW, THEREFORE, Issuer, U.S. Bank and Wilmington Trust, for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:

4.1Predecessor Trustee hereby represents and warrants to Successor Trustee that:

4.2Predecessor Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all rights, title and interest of Predecessor Trustee in and to the trust under the Indenture and all the rights, powers, and duties of the Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent under the Indenture. Predecessor Trustee, at the expense of the Issuer, shall execute and deliver all documents and instruments as may be reasonably requested by the Issuer or Successor Trustee so as to fully and certainly vest and confirm in Successor Trustee all the rights, powers, privileges and duties of Predecessor Trustee under the Indenture hereby assigned, transferred, delivered and confirmed to Successor Trustee as the Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent.

4.3Predecessor Trustee shall deliver to Successor Trustee, as of or promptly after the Effective Date hereof, all of the documents listed on Exhibit A to the extent available.

2.1The Issuer hereby accepts the resignation of Predecessor Trustee as the Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent under the Indenture.

2.2The Issuer hereby appoints Successor Trustee as the Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent under the Indenture to succeed to, and hereby vests Successor Trustee with, all the rights, powers, and duties of Predecessor Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent under the Indenture.

2.3The Issuer represents and warrants to Predecessor Trustee and Successor Trustee that the Issuer is a corporation duly and validly organized and existing pursuant to the laws of the State of Delaware.

2.4With respect to the Indenture, the Issuer hereby represents and warrants to Predecessor Trustee and Successor Trustee that:

2.5Except as otherwise expressly provided hereunder, nothing in this Agreement shall operate as or be deemed a waiver by the Issuer of any right, power, privilege, claim or argument under or in connection with the Indenture or applicable law or an admission in connection therewith, and all rights, powers, privileges, claims or arguments of the Issuer in connection with the Indenture.

4.1Successor Trustee hereby represents and warrants to Predecessor Trustee and to the Issuer that:

4.2Successor Trustee hereby accepts, as of the Effective Date, its appointment as successor Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent under the Indenture and accepts the rights, powers, and duties of Predecessor Trustee as the Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent under the Indenture, upon the terms and conditions set forth therein.

4.4Promptly after the Effective Date of this Agreement, the Successor Trustee shall, at the Issuer’s expense, cause a notice, substantially in the form of Exhibit B annexed hereto, to be sent to holders of the 6.25% Senior Notes and the holders of the Convertible Notes.

4.1Except as otherwise expressly provided herein or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

4.2This Agreement, the resignation of U.S. Bank in its capacity as Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent under the Indenture, the Issuer’s appointment, and Wilmington Trust’s acceptance of its appointment as successor Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent under the Indenture shall be effective as of the opening of business on May 8, 2019 (the “Effective Date”); provided, however, that the resignation of the Predecessor Trustee as Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent and appointment of Successor Trustee solely as Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent shall be effective as of the close of business ten (10) business days after the Effective Date.

4.3This Agreement does not constitute a waiver by any of the parties hereto of any obligation or liability which Predecessor Trustee may have incurred in connection with its serving as the Trustee, Paying Agent, Registrar, Custodian, Conversion Agent and Bid Solicitation Agent under the Indenture, or an assumption by Successor Trustee of any liability of Predecessor Trustee arising out of a breach by Predecessor Trustee prior to its resignation of its duties under the Indenture. The parties hereto agree that the Successor Trustee shall bear no responsibility or liability for (i) any actions taken or omitted to be taken by Predecessor Trustee while it served as the Predecessor Trustee, Paying Agent, Registrar, Custodian, Conversion Agent or Bid Solicitation Agent under the Indenture or (ii) any event, circumstance, condition or action existing prior to the Effective Date, with respect to the Indenture (other than actions of Successor Trustee that precede the Effective Date), or the transactions contemplated thereby. The parties hereto agree that U.S. Bank, in its individual capacity and in its capacity as Predecessor Trustee, shall bear no responsibility or liability for any actions taken or omitted to be taken by Wilmington Trust as Successor Trustee, Paying Agent, Registrar, Custodian, Conversion Agent and Bid Solicitation Agent under the Indenture, for any event, circumstance, condition or action existing on or after the Effective Date, with respect to the Indenture or the transactions contemplated thereby.

4.4Notwithstanding the resignation of Predecessor Trustee effected hereby, the Issuer shall remain obligated under Section 7.07 of the Indenture to compensate, reimburse and indemnify Predecessor Trustee for its prior trusteeship under the Indenture, and to hold Predecessor Trustee in each of its capacities as Trustee, Paying Agent, Registrar, Custodian, Conversion Agent and Bid Solicitation Agent harmless against any loss, liability or expense incurred without willful misconduct, negligence or bad faith on the part of Predecessor Trustee, and arising out of or in connection with the acceptance or administration of the trust evidenced by the Indenture, which obligations shall survive the execution hereof.

4.5The Issuer acknowledges that Predecessor Trustee (and its agents and counsel) may have accrued but unpaid (i) compensation for services rendered in one or more of its capacities as Predecessor Trustee, Paying Agent, Registrar, Custodian, Conversion Agent and Bid Solicitation Agent (or as agent or counsel to the Predecessor Trustee in any such capacities), including but not limited to with respect to the drafting and negotiation of this Agreement, and (ii) disbursements, advances and expenses incurred or made by Predecessor Trustee (and its agents and counsel) for which it remains obligated under Section 7.07 of the Indenture. This Agreement does not waive or assign Predecessor Trustee’s right to compensation, reimbursement of expenses, advancement or indemnity to which it is or may be entitled pursuant to the Indenture.

4.6Notwithstanding any other provision of this Agreement, the Predecessor Trustee’s charging lien and priority of payment rights are reserved to the extent necessary for the Predecessor Trustee to obtain payment of such compensation or reimbursement of such disbursements, advances and expenses described in Section 4.5 herein. In addition, the Successor Trustee shall reasonably exercise its priority of payment, charging lien rights, and any adequate protection rights, to obtain payment of the Predecessor Trustee’s outstanding fees and expenses described in Section 4.5 herein.

4.7The Issuer acknowledges and agrees that the indemnities provided for under Section 7.07 of the applicable Indenture extend to the Successor Trustee’s acceptance of its duties as Trustee, Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent hereunder, and the Issuer shall, to the fullest extent provided in the Indentures and in accordance therewith, indemnify the Successor Trustee and hold the Successor Trustee (a) in each of its capacities as Trustee, Paying Agent, Registrar, Custodian, Conversion Agent and Bid Solicitation Agent harmless against any loss, liability or expense incurred without willful misconduct, negligence or bad faith on the part of Successor Trustee, and in each case, for any event, circumstance, condition or action with respect to the Indenture or the transactions contemplated thereby, as applicable.

4.8The parties hereto agree, at the Issuer’s expense, to take reasonable action to confirm, evidence and perfect Successor Trustee’s rights in, or with respect to, the Indenture and all transaction documents relating thereto.

4.9This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

4.10This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission by the parties hereto shall constitute (i) effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes and (ii) compliance by the respective parties hereto with the notice requirements of Section 11.02 of the Indenture and the execution and delivery requirements of Sections 2.05 and 7.08 of the Indenture. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

4.11The Issuer acknowledges that, in accordance with Section 326 of the USA Patriot Act, Successor Trustee, in order to help fight the funding of terrorism and prevent money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with Successor Trustee. The Issuer agrees that it will provide Successor Trustee with such information as it may reasonably request in order for Successor Trustee to satisfy the requirements of the USA Patriot Act.

4.12This Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes and replaces any and all prior contemporaneous warranties, representations or agreements, whether oral or written, with respect to the subject matter of this Agreement other than those contained in this Agreement.

4.13Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile and electronic transmission in PDF format) and shall be given to such party, addressed to it, as set forth below:

If to the Issuer:

Bristow Group Inc.

2103 City West Blvd

4^th Floor

Houston, Texas 77042

Attn: General Counsel

Email: ***@***

Facsimile: (713) 267-7620

If to Successor Trustee:

Wilmington Trust, National Association

50 South Sixth Street, Suite 1290

Minneapolis, MN 55402

Attention: Peter Finkel, Vice President

Email: ***@***

With a copy to:

Douglas E. Spelfogel, Esquire

Foley & Lardner LLP

90 Park Avenue

New York, New York 10016

Email: ***@***

and

Harold Kaplan, Esquire

Foley & Lardner LLP

321 N. Clark Street, Suite 2800

Chicago, Illinois 60654

Email: ***@***

    

If to Predecessor Trustee:

U.S. Bank National Association

Global Corporate Trust

60 Livingston Avenue

St. Paul; Minnesota 55107

Attention: Barry Ihrke, Vice President

Email: ***@***

With a copy to:

Kathleen M. LaManna, Esquire

Shipman & Goodwin LLP

One Constitution Plaza

Hartford, CT 06103

Email: ***@***

IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Appointment and Acceptance to be duly executed, all as of the day and year first above written.

Reference is made to the following indenture:¹ 

You are hereby notified that pursuant to Sections 2.05 and 7.08 of the Indenture, and related documents, U.S. Bank National Association (“U.S. Bank”) has resigned as Trustee, Paying Agent, and Registrar, and as the custodian with respect to the global notes issued under the Indentures (the “Custodian”), Conversion Agent and Bid Solicitation Agent. The Issuer has accepted U.S. Bank’s resignation and appointed Wilmington Trust, National Association as the successor Trustee, successor Paying Agent, successor Registrar, successor Custodian, successor Conversion Agent and successor Bid Solicitation Agent under the Indenture and the related documents. The address of the corporate trust office of Wilmington Trust is: Wilmington Trust, N.A., Att. Peter Finkel, Vice President, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402.

U.S. Bank’s resignation as Trustee, and the appointment and acceptance of Wilmington Trust, National Association as the successor Trustee, became effective as of the opening of business on May 8, 2019. The resignation of U.S. Bank as Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent and appointment of Wilmington Trust, National Association as Registrar, Paying Agent, Custodian, Conversion Agent and Bid Solicitation Agent shall be effective as of the opening of business on __________, 2019.