STOCKHOLDERS AGREEMENT by and among BRISTOW GROUP INC. and THE OTHER PARTIES TO THIS AGREEMENT October 31, 2019Stockholders Agreement • November 6th, 2019 • Bristow Group Inc • Air transportation, nonscheduled • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated effective as of October 31, 2019 (the “Effective Date”), is entered into by and among Bristow Group Inc., a Delaware corporation (the “Company”), each of the Persons listed on Schedule I hereto and executing and delivering a signature page hereto and each other Person who after the date hereof acquires Equity Securities of the Company and agrees to become a party to, and bound by, this Agreement by executing an Assignment and Assumption Agreement (each, a “Holder”, and collectively, the “Holders”).
AMENDMENT NO. 5 TO CREDIT AGREEMENTAircraft Security Agreement • November 6th, 2019 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS TERM LOAN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2019, by and among BRISTOW GROUP INC., a Delaware corporation (“Holdings” and the “Lead Borrower”), BRISTOW HOLDINGS COMPANY LTD. III, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Co-Borrower”), each of the other Persons identified on Schedule I (the “Guarantors”), the several financial institutions and lenders from time to time party hereto (the “ Lenders”) and ANKURA TRUST COMPANY, LLC, in its capacity as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
OMNIBUS AMENDMENTOmnibus Amendment • November 6th, 2019 • Bristow Group Inc • Air transportation, nonscheduled
THIS OMNIBUS AMENDMENT (this “Amendment”), is made and entered into as of October 31, 2019, by and among BRISTOW U.S. LLC, a Louisiana limited liability company (the “Borrower”), the Lenders (as defined below) party hereto and MACQUARIE BANK LIMITED, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and in its capacity as Security Agent for the Lenders (in such capacity, the “Security Agent”).
REGISTRATION RIGHTS AGREEMENTJoinder Agreement • November 6th, 2019 • Bristow Group Inc • Air transportation, nonscheduled • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of October 31, 2019 by and among Bristow Group Inc., a Delaware corporation (the “Company”), and the other parties signatory hereto (or deemed signatories hereto) and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto. Certain definitions are set forth in Section 23.
