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 "Company") and ChaseMellon Share-
holder Services, L.L.C. (formerly Chemical Mellon Shareholder
Services, L.L.C.), as Rights Agent (the "Rights Agent").
The Company and the Rights Agent have heretofore executed
and entered into the Rights Agreement. Pursuant to Section 27
of the Rights Agreement, the Company and the Rights Agent may
from time to time supplement or amend the Rights Agreement in
accordance with the provisions thereof. All acts and things
necessary to make this Amendment a valid agreement, enforceable
according to its terms, have been done and performed, and the
execution and delivery of this Amendment by the Company and the
Rights Agent have been in all respects duly authorized by the
Company and the Rights Agent.
In consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as
follows:
1. Section 1(a) of the Rights Agreement is hereby
amended by deleting each reference to "20%" in such section and
replacing each such reference with "10%".
2. Section 3(a) of the Rights Agreement is hereby
amended by deleting the reference to "20%" in clause (ii)
thereof and replacing such reference with "10%".
3. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and
performed entirely within such State.
4. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same
instrument. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in
the Rights Agreement.
5. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby
ratified, adopted, approved and confirmed. In executing and
delivering this Amendment, the Rights Agent shall be entitled
to all of the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement.
6. If any term, provision, covenant or restriction 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, provisions, covenants and restrictions
of this Amendment, and of the Rights Agreement, shall remain in
full force and effect and shall in no way be affected, impaired
or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date
and year first above written.
Attest: OFFSHORE LOGISTICS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. Small
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. Small
Title: Corporate Controller Title: Vice President and
Chief Financial
Officer
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice Title: Assistant Vice
President President
