8. If any term or provision of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms and provisions of this Amendment, and of the Rights Agreement, shall remain...Rights Agreement • January 13th, 2003 • Offshore Logistics Inc • Air transportation, nonscheduled • Delaware
MASTER AGREEMENTMaster Agreement • January 3rd, 1997 • Offshore Logistics Inc • Air transportation, nonscheduled
Exhibit 5 FIRST AMENDMENT TO RIGHTS AGREEMENT FIRST AMENDMENT (the "Amendment"), dated as of May 6, 1997, to the Rights Agreement, dated as of February 29, 1996 (the "Rights Agreement"), between Offshore Logistics, Inc., a Delaware corporation (the...Rights Agreement • May 7th, 1997 • Offshore Logistics Inc • Air transportation, nonscheduled • Delaware
ARTICLE SUBJECT PAGE ------- -------------------------- ---- 1 Statement of Purpose 2 2 Recognition and Representation 3 3 Status of Agreement 5 4 Pilot Status 7 5 Seniority 8 6 Seniority Roster 10 7 Reductions in Workforce 11 8 Job Posting and...Agreement • June 29th, 1999 • Offshore Logistics Inc • Air transportation, nonscheduled • Alaska
RECITALSRegistration Rights Agreement • February 14th, 1997 • Offshore Logistics Inc • Air transportation, nonscheduled • New York
TOIndenture • February 14th, 1997 • Offshore Logistics Inc • Air transportation, nonscheduled • New York
BRISTOW GROUP, INC. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2008 • Bristow Group Inc • Air transportation, nonscheduled • New York
Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. J.P. Morgan Securities Inc. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
BRISTOW GROUP INC. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGE HERETO 7½% SENIOR NOTES DUE 2017 INDENTURE Dated as of June 13, 2007 As TrusteeIndenture • August 2nd, 2007 • Bristow Group Inc • Air transportation, nonscheduled • New York
CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between Offshore Logistics, Inc., a Delaware corporation (the "Company") and George M. Small (the "Executive"), dated as of the lst day of August, 1997. The Board of Directors of the Company (the...Control Employment Agreement • November 14th, 1997 • Offshore Logistics Inc • Air transportation, nonscheduled • Delaware
BRISTOW GROUP INC. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO 8.75% SENIOR SECURED NOTES DUE 2023 INDENTURE Dated as of March 6, 2018 U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral AgentIndenture • March 6th, 2018 • Bristow Group Inc • Air transportation, nonscheduled • New York
This INDENTURE, dated as of March 6, 2018 (this “Indenture”), is entered into among Bristow Group Inc., a Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2010 • Bristow Group Inc • Air transportation, nonscheduled • Delaware
This Employment Agreement (this “Agreement”) is entered into by and between Bristow Group Inc., a Delaware corporation (the “Company”) and Jonathan E. Baliff, an individual (the “Executive”), executed the 12th day of September but effective as of the 11th day of October, 2010 (“Effective Date”). Except as otherwise provided herein, capitalized terms used herein shall have the meaning specified in Section 10.
SEPARATION AGREEMENT AND RELEASE IN FULLSeparation Agreement and Release in Full • July 6th, 2017 • Bristow Group Inc • Air transportation, nonscheduled • Texas
THIS SEPARATION AGREEMENT AND RELEASE IN FULL (the “Agreement”) is effective as of June 8, 2017 (the “Effective Date”), by and between Bristow Group Inc., a Delaware corporation (the “Company”), and William Collins (“Executive”).
REVOLVING CREDIT AGREEMENT dated as of August 3, 2006 among BRISTOW GROUP INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Syndication Agent WELLS FARGO BANK, NATIONAL ASSOCIATION as...Revolving Credit Agreement • August 9th, 2006 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2006, by and among BRISTOW GROUP INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Syndication Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent (the “Documentation Agent”).
INDEMNITY AGREEMENT dated as of February 1, 2011, made between BRISTOW GROUP INC., a Delaware corporation (the “Company”), and Stephen King (“Indemnitee”).Indemnity Agreement • February 7th, 2011 • Bristow Group Inc • Air transportation, nonscheduled • Delaware
WHEREAS, the Company is aware that competent and experienced persons are increasingly reluctant to serve as directors, officers or agents of corporations unless they are protected by comprehensive liability insurance or indemnification, as a result of increased exposure to litigation costs and risks resulting from their service to such corporations, and because the exposure frequently bears no reasonable relationship to the compensation of such directors, officers and other agents;
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of November 22, 2010 among BRISTOW GROUP INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A. as...And Term Loan Agreement • February 2nd, 2011 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of November 22, 2010, by and among BRISTOW GROUP INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Syndication Agents (collectively, the “Syndication Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, REGIONS BANK, and BBVA COMPASS as Co-Documentation Agents (collectively, the “Documentation Agent”).
FIRST SUPPLEMENTAL INDENTURE by and among BRISTOW GROUP INC., THE SUBSIDIARY GUARANTORS NAMED HEREIN and U. S. BANK NATIONAL ASSOCIATION as Trustee Dated as of June 17, 2008 Supplemental to Indenture Dated as of June 17, 2008 3.00% Convertible Senior...First Supplemental Indenture • June 17th, 2008 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 17, 2008 (this “Supplemental Indenture”), is entered into among Bristow Group Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors signatory hereto, and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Original Indenture (as defined below).
Rights Agent Rights AgreementRights Agreement • March 6th, 1996 • Offshore Logistics Inc • Air transportation, nonscheduled • Delaware
AMENDED AND RESTATED SEVERANCE BENEFITS AGREEMENTSeverance Benefits Agreement • May 20th, 2011 • Bristow Group Inc • Air transportation, nonscheduled • Delaware
This Amended and Restated Severance Benefits Agreement (this “Agreement”) is entered into by and between Bristow Group Inc., a Delaware corporation (the “Company”), and Hilary S. Ware, an individual (the “Employee”), effective as of the 4th day of November, 2010 (“Effective Date”). Except as otherwise provided herein, capitalized terms used herein shall have the meaning specified in Section 9.
TERM LOAN CREDIT AGREEMENT dated as of November 11, 2016 among BRISTOW U.S. LEASING LLC, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, LOMBARD NORTH CENTRAL PLC, as Administrative Agent, and LOMBARD NORTH CENTRAL PLC, as Security TrusteeTerm Loan Credit Agreement • November 14th, 2016 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS TERM LOAN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 11, 2016, by and among BRISTOW U.S. LEASING LLC, a Delaware limited liability company (“the “Borrower”), the several banks and other financial institutions and other lenders from time to time party hereto (the “Lenders” and each a “Lender”), LOMBARD NORTH CENTRAL PLC (“Lombard”), in its capacity as administrative agent for the Lenders (the “Administrative Agent”), and LOMBARD NORTH CENTRAL PLC, in its capacity as security trustee for the Lenders (the “Security Trustee”).
BRISTOW GROUP INC. SUBSCRIPTION AGREEMENT (ROLLOVER EQUITY) Form ASubscription Agreement • November 9th, 2018 • Bristow Group Inc • Air transportation, nonscheduled • Texas
This Subscription Agreement (this “Agreement”), entered into effective as of the “Effective Date” (as defined below), is by and between Bristow Group Inc., a Delaware corporation (the “Company”), and [●] (“Employee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 5th, 2007 • Bristow Group Inc • Air transportation, nonscheduled • New York
This SUPPLEMENTAL INDENTURE, dated as of November 2, 2007 is among Bristow Group Inc., a Delaware corporation (the “Company”), each of the parties identified as Guarantors on the signature page hereto (the “Guarantors”), and U.S. Bank National Association, as Trustee.
4,000,000 SHARES BRISTOW GROUP INC. MANDATORY CONVERTIBLE PREFERRED STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2006 • Bristow Group Inc • Air transportation, nonscheduled • New York
Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
SIXTH SUPPLEMENTAL INDENTURE by and among BRISTOW GROUP INC., THE SUBSIDIARY GUARANTORS NAMED HEREIN and U. S. BANK NATIONAL ASSOCIATION as Trustee Dated as of December 18, 2017 Supplemental to Indenture Dated as of June 17, 2008 4.50% Convertible...Sixth Supplemental Indenture • December 18th, 2017 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS SIXTH SUPPLEMENTAL INDENTURE dated as of December 18, 2017 (this “Supplemental Indenture”), is entered into among Bristow Group Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors signatory hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Original Indenture (as defined below).
FIRST AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENTLetter of Credit Facility Agreement • June 4th, 2007 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS FIRST AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT (this “Amendment”), is made and entered into as of May 17, 2007, by and among BRISTOW GROUP INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as issuing bank (the “Issuing Bank”) and as Syndication Agent (the “Syndication Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent (the “Documentation Agent”).
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE DEBT SECURITIES INDENTURESenior Notes Due 2022 • June 19th, 2019 • Bristow Group Inc • Air transportation, nonscheduled • New York
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.
EXHIBIT 4(3) REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 1997 • Offshore Logistics Inc • Air transportation, nonscheduled • Delaware
AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • June 28th, 2019 • Bristow Group Inc • Air transportation, nonscheduled • New York
This AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules and attachments hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 27, 2019, amends, restates and replaces in its entirety the Restructuring Support Agreement dated as of May 10, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Original RSA”), by and among:
BRISTOW GROUP INC. COMMON STOCK PURCHASE AGREEMENT June 11, 2008Common Stock Purchase Agreement • June 17th, 2008 • Bristow Group Inc • Air transportation, nonscheduled • Delaware
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 28th, 2019 • Bristow Group Inc • Air transportation, nonscheduled
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 6, 2019 (this “Amendment”), with respect to that certain Term Loan Credit Agreement dated as of May 10, 2019 (as 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”).
364-DAY TERM LOAN CREDIT AGREEMENT dated as of October 1, 2012 among BRISTOW GROUP INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Co-Syndication...Credit Agreement • October 4th, 2012 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS 364-DAY TERM LOAN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2012, by and among BRISTOW GROUP INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), Credit Suisse AG, Cayman Islands Branch, and JPMorgan Chase Bank, National Association, as Co-Syndication Agents (collectively, the “Syndication Agent”) and Regions Bank and Compass Bank (d/b/a BBVA Compass) as Co-Documentation Agents (collectively, the “Documentation Agent”).
AMENDMENT TO S-76 NEW HELICOPTER SALES AGREEMENTHelicopter Sales Agreement • January 12th, 2006 • Offshore Logistics Inc • Air transportation, nonscheduled
THIS AMENDMENT, dated as of the Acceptance Date stated below, by and between the Sikorsky Contracting Entity (“Sikorsky”) named below and the Buyer named below, hereby amends the S-76 New Helicopter Sales Agreement between the parties as follows:
AMENDMENT TO S-76 NEW HELICOPTER SALES AGREEMENTHelicopter Sales Agreement • January 12th, 2006 • Offshore Logistics Inc • Air transportation, nonscheduled
THIS AMENDMENT, dated as of the Acceptance Date stated below, by and between the Sikorsky Contracting Entity (“Sikorsky”) named below and the Buyer named below, hereby amends the S-76 New Helicopter Sales Agreement between the parties as follows:
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 3rd, 2006 • Bristow Group Inc • Air transportation, nonscheduled • Delaware
This Restricted Stock Unit Award (“Award”) is executed on this ___ day of ______, 20___, by Offshore Logistics, Inc. (the “Company”) to <Insert Name of Grantee> (the “Grantee”).
OFFSHORE LOGISTICS, INC. STOCK OPTION AGREEMENTStock Option Agreement • December 13th, 2004 • Offshore Logistics Inc • Air transportation, nonscheduled • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made as of the day of 2004, by and between Offshore Logistics, Inc., a Delaware corporation (the “Company”), and «FirstName»«LastName» (the “Grantee”) pursuant and subject to the provisions of the Offshore Logistics, Inc. 2004 Stock Incentive Plan, as amended (the “2004 Plan”), a copy of which is furnished to the Grantee.
S-76C+ NEW HELICOPTER SALES AGREEMENTHelicopter Sales Agreement • January 12th, 2006 • Offshore Logistics Inc • Air transportation, nonscheduled • Connecticut
THIS S-76C+ NEW HELICOPTER SALES AGREEMENT, dated as of the Acceptance Date stated below, by and between the Sikorsky Contracting Entity (“Sikorsky”) named below and the Buyer named below.
