AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of September 30, 2019 (this Amendment), with respect to that certain Term Loan Credit Agreement dated as of May 10, 2019 (as amended by Amendment No. 1 to Credit Agreement, dated as of June 6, 2019, as further amended by Amendment No. 2 to Credit Agreement, dated as of August 22, 2019, as further amended by Amendment No. 3 to Credit Agreement, dated as of August 26, 2019 and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the Existing Credit Agreement and the Existing Credit Agreement as amended by this Amendment, the Credit Agreement), among BRISTOW GROUP INC., a Delaware corporation (the Lead Borrower) and BRISTOW HOLDINGS COMPANY LTD. III, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Co-Borrower and together with the Lead Borrower, the Borrowers and each, a Borrower), the Guarantors party thereto, each Lender from time to time party thereto and ANKURA TRUST COMPANY, LLC, as administrative agent and collateral agent for the Lenders (together with any successor agent appointed pursuant to the Credit Agreement, in such capacities, the Administrative Agent).
In consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:
1. Defined Terms. All capitalized terms used but not defined herein shall have their respective meanings set forth in the Credit Agreement.
2. Amendments to the Existing Credit Agreement. Each of the parties hereto agrees that, effective as of the Amendment Effective Date (as defined below):
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Section 1.1 is hereby amended by adding the following definition in its entirety as follows:
ABL Facility shall mean the ABL facilities agreement dated April 17, 2018, amongst others, Barclays Bank PLC (as agent), Bristow Norway AS and Bristow Helicopters Limited as borrowers and guarantors and Holdings as a guarantor, as amended and supplemented to date.
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Section 5.1(a) is hereby amended by replacing the text September 30, 2019 in the third line with October 31, 2019.
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Section 5.1(b) is hereby amended and restated in its entirety as follows:
(b) as soon as available and in any event within 45 days after the end of each Fiscal Quarter of the Borrower, commencing with the Fiscal Quarter ending June 30, 2019 (and in the case of the Fiscal Quarter ending June 30, 2019 or the Fiscal Quarter ending September 30, 2019, by December 31, 2019), an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of Borrowers previous Fiscal Year; provided, that a breach by the Borrower of this Section 5.1(b) with respect to the Fiscal Quarter ending June 30, 2019 or the Fiscal Quarter ending September 30, 2019 shall not be subject to the 30 day cure period set forth in Section 8.1(f) hereof;