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Bristow Group Inc – ‘10-K’ for 3/31/18 – ‘EX-4.6’

On:  Wednesday, 5/23/18, at 5:09pm ET   ·   For:  3/31/18   ·   Accession #:  73887-18-19   ·   File #:  1-31617

Previous ‘10-K’:  ‘10-K’ on 5/23/17 for 3/31/17   ·   Next:  ‘10-K/A’ on 6/19/19 for 3/31/18   ·   Latest:  ‘10-K’ on 10/28/19 for 3/31/19

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  As Of               Filer                 Filing    For·On·As Docs:Size

 5/23/18  Bristow Group Inc                 10-K        3/31/18  129:28M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.40M 
 2: EX-4.6      Instrument Defining the Rights of Security Holders  HTML     54K 
 3: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     54K 
 4: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     47K 
 5: EX-21       Subsidiaries List                                   HTML     75K 
 6: EX-23       Consent of Experts or Counsel                       HTML     39K 
 7: EX-24       Power of Attorney                                   HTML     75K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     46K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     46K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     40K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     41K 
18: R1          Document and Entity Information                     HTML     66K 
19: R2          Consolidated Statements of Operations               HTML    107K 
20: R3          Consolidated Statements of Comprehensive Loss       HTML     71K 
21: R4          Consolidated Statements of Comprehensive Loss       HTML     44K 
                (Parenthetical)                                                  
22: R5          Consolidated Balance Sheets                         HTML    169K 
23: R6          Consolidated Balance Sheets (Parenthetical)         HTML     49K 
24: R7          Consolidated Statements of Cash Flows               HTML    147K 
25: R8          Consolidated Statements of Stockholders'            HTML    129K 
                Investment and Redeemable Noncontrolling Interests               
26: R9          Consolidated Statements of Stockholders'            HTML     43K 
                Investment and Redeemable Noncontrolling Interests               
                (Parenthetical)                                                  
27: R10         Operations, Basis of Presentation and Summary of    HTML    316K 
                Significant Accounting Policies                                  
28: R11         Variable Interest Entities and Other Investments    HTML    226K 
                in Significant Affiliates                                        
29: R12         Property and Equipment, Assets Held for Sale and    HTML    107K 
                Oem Cost Recoveries                                              
30: R13         Debt                                                HTML    126K 
31: R14         Fair Value Disclosures                              HTML    163K 
32: R15         Derivative Financial Instruments                    HTML     67K 
33: R16         Commitments and Contingencies                       HTML    165K 
34: R17         Taxes                                               HTML    207K 
35: R18         Employee Benefit Plans                              HTML    329K 
36: R19         Stockholders' Investment, Earnings Per Share and    HTML    162K 
                Accumulated Other Comprehensive Income                           
37: R20         Segment Information                                 HTML    252K 
38: R21         Quarterly Financial Information (Unaudited)         HTML    116K 
39: R22         Supplemental Condensed Consolidating Financial      HTML   1.03M 
                Information                                                      
40: R23         Operations, Basis of Presentation and Summary of    HTML    145K 
                Significant Accounting Policies (Policies)                       
41: R24         Variable Interest Entities and Other Investments    HTML     43K 
                in Significant Affiliates (Policies)                             
42: R25         Fair Value Disclosures (Policies)                   HTML     43K 
43: R26         Derivative Financial Instruments (Policies)         HTML     45K 
44: R27         Employee Benefit Plans (Policies)                   HTML     51K 
45: R28         Stockholders' Investment, Earnings Per Share and    HTML     42K 
                Accumulated Comprehensive Income (Policies)                      
46: R29         Operations, Basis of Presentation and Summary of    HTML    236K 
                Significant Accounting Policies (Tables)                         
47: R30         Variable Interest Entities and Other Investments    HTML    197K 
                in Significant Affiliates (Tables)                               
48: R31         Property and Equipment, Assets Held for Sale and    HTML     93K 
                Oem Cost Recoveries (Tables)                                     
49: R32         Debt (Tables)                                       HTML     85K 
50: R33         Fair Value Disclosures (Tables)                     HTML    162K 
51: R34         Derivative Financial Instruments (Tables)           HTML     65K 
52: R35         Commitments and Contingencies (Tables)              HTML    158K 
53: R36         Taxes (Tables)                                      HTML    200K 
54: R37         Employee Benefit Plans (Tables)                     HTML    307K 
55: R38         Stockholders' Investment, Earnings Per Share and    HTML    161K 
                Accumulated Comprehensive Income (Tables)                        
56: R39         Segment Information (Tables)                        HTML    256K 
57: R40         Quarterly Financial Information (Tables)            HTML    115K 
58: R41         Supplemental Condensed Consolidating Financial      HTML   1.04M 
                Information (Tables)                                             
59: R42         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML    192K 
                SIGNIFICANT ACCOUNTING POLICIES Narrative                        
                (Details)                                                        
60: R43         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     48K 
                SIGNIFICANT ACCOUNTING POLICIES Accounts                         
                Receivable Table (Details)                                       
61: R44         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     54K 
                SIGNIFICANT ACCOUNTING POLICIES Inventory Table                  
                (Details)                                                        
62: R45         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     56K 
                SIGNIFICANT ACCOUNTING POLICIES Property and                     
                Equipment Narrative (Details)                                    
63: R46         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     66K 
                SIGNIFICANT ACCOUNTING POLICIES Goodwill Table                   
                (Details)                                                        
64: R47         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     91K 
                SIGNIFICANT ACCOUNTING POLICIES Other Intangible                 
                Assets Tables (Details)                                          
65: R48         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     53K 
                SIGNIFICANT ACCOUNTING POLICIES Loss on Impairment               
                (Details)                                                        
66: R49         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     55K 
                SIGNIFICANT ACCOUNTING POLICIES Other Accrued                    
                Liabilities Table (Details)                                      
67: R50         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     45K 
                SIGNIFICANT ACCOUNTING POLICIES Interest Expense,                
                Net Table (Details)                                              
68: R51         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    109K 
                IN SIGNIFICANT AFFILIATES VIE Narrative (Details)                
69: R52         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    156K 
                IN SIGNIFICANT AFFILIATES VIE Financials (Details)               
70: R53         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    133K 
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Consolidated (Details)                              
71: R54         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML     97K 
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Unconsolidated (Details)                            
72: R55         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    109K 
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Unconsoildated Tables (Details)                     
73: R56         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     58K 
                OEM COST RECOVERIES Capital Expenditures (Details)               
74: R57         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     61K 
                OEM COST RECOVERIES Sold or Disposed and                         
                Impairments (Details)                                            
75: R58         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     63K 
                OEM COST RECOVERIES Narrative (Details)                          
76: R59         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     64K 
                OEM COST RECOVERIES Assets Held for Sale (Details)               
77: R60         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     77K 
                OEM COST RECOVERIES OEM Cost Recoveries (Details)                
78: R61         DEBT Table (Details)                                HTML     81K 
79: R62         DEBT Narrative (Details)                            HTML    241K 
80: R63         DEBT Convertible debt Tables (Details)              HTML     64K 
81: R64         DEBT Annual Maturities (Details)                    HTML     57K 
82: R65         FAIR VALUE DISCLOSURES Recurring and Non-recurring  HTML    103K 
                Fair Value Measurements (Details)                                
83: R66         FAIR VALUE DISCLOSURES Fair Value of Debt           HTML     82K 
                (Details)                                                        
84: R67         DERIVATIVE FINANCIAL INSTRUMENTS Fair Value         HTML     59K 
                Derivative Instruments Table (Details)                           
85: R68         DERIVATIVE FINANCIAL INSTRUMENTS Derivative         HTML     44K 
                Instrument AOCI Table (Details)                                  
86: R69         DERIVATIVE FINANCIAL INSTRUMENTS Narrative          HTML     44K 
                (Details)                                                        
87: R70         COMMITMENTS AND CONTINGENCIES Aircraft Purchase     HTML    104K 
                Contracts (Details)                                              
88: R71         COMMITMENTS AND CONTINGENCIES Aircraft orders and   HTML     57K 
                options (Details)                                                
89: R72         COMMITMENTS AND CONTINGENCIES Operating Leases      HTML     92K 
                (Details)                                                        
90: R73         COMMITMENTS AND CONTINGENCIES Employee Agreements   HTML     47K 
                (Details)                                                        
91: R74         COMMITMENTS AND CONTINGENCIES Ligitgation,          HTML     78K 
                Environmental, Other Purchase Contracts and Other                
                (Details)                                                        
92: R75         TAXES Components of Deferred Tax Assets and         HTML    108K 
                Liabilities (Details)                                            
93: R76         TAXES Narrative (Details)                           HTML    112K 
94: R77         TAXES Rollforward of deferred tax valuation         HTML     45K 
                allowance (Details)                                              
95: R78         TAXES Component of Income Before Provision For      HTML     46K 
                Income Taxes (Details)                                           
96: R79         TAXES Provision for Income Taxes Table (Details)    HTML     59K 
97: R80         TAXES Reconciliation of U.S. Federal Statutory Tax  HTML     76K 
                Rate (Details)                                                   
98: R81         TAXES Tax Jurisdiction (Details)                    HTML     50K 
99: R82         TAXES Schedule of Unrecognized Tax Benefit          HTML     47K 
                (Details)                                                        
100: R83         EMPLOYEE BENEFIT PLANS Defined Contribution Plans   HTML     44K  
                (Details)                                                        
101: R84         EMPLOYEE BENEFIT PLANS Defined Benefit Plan         HTML     67K  
                Narrative (Details)                                              
102: R85         EMPLOYEE BENEFIT PLANS Rollforward of Change in     HTML     54K  
                Benefit Obligation (Details)                                     
103: R86         EMPLOYEE BENEFIT PLANS Rollforward of Change in     HTML     52K  
                Plan Assets (Details)                                            
104: R87         EMPLOYEE BENEFIT PLANS Reconciliation of Funded     HTML     50K  
                Status (Details)                                                 
105: R88         EMPLOYEE BENEFIT PLANS Components of Net Periodic   HTML     50K  
                Pension Cost (Details)                                           
106: R89         EMPLOYEE BENEFIT PLANS Actuarial Assumptions        HTML     56K  
                (Details)                                                        
107: R90         EMPLOYEE BENEFIT PLANS Plan Allocations (Details)   HTML     53K  
108: R91         EMPLOYEE BENEFIT PLANS Schedule of Fair Value of    HTML     95K  
                Plan Assets (Details)                                            
109: R92         EMPLOYEE BENEFIT PLANS Schedule of Estimated        HTML     51K  
                Future Benefit Payments (Details)                                
110: R93         EMPLOYEE BENEFIT PLANS Incentive and Stock Options  HTML    162K  
                Narrative (Details)                                              
111: R94         EMPLOYEE BENEFIT PLANS Stock Option Activity        HTML     72K  
                Rollforward (Details)                                            
112: R95         EMPLOYEE BENEFIT PLANS Stock Option Assumptions     HTML     53K  
                (Details)                                                        
113: R96         EMPLOYEE BENEFIT PLANS Rollforward of Non-Vested    HTML     62K  
                Restricted Stock (Details)                                       
114: R97         EMPLOYEE BENEFIT PLANS Schedule of Separation       HTML     53K  
                Agreements (Details)                                             
115: R98         STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML     63K  
                ACCUMULATED COMPREHENSIVE INCOME Stockholder's                   
                Investment, earnings per share and accumulated                   
                other comprehensive income (Details)                             
116: R99         STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML     96K  
                ACCUMULATED COMPREHENSIVE INCOME Earnings per                    
                Share (Details)                                                  
117: R100        STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML     73K  
                ACCUMULATED COMPREHENSIVE INCOME Accumulated Other               
                Comprehensive Income (Details)                                   
118: R101        SEGMENT INFORMATION Narrative (Details)             HTML     43K  
119: R102        SEGMENT INFORMATION Revenue by Segment (Details)    HTML     84K  
120: R103        SEGMENT INFORMATION Operating Performance and       HTML    103K  
                Assets by Region (Details)                                       
121: R104        SEGMENT INFORMATION Revenue and Long Lived Assets   HTML     95K  
                by Country (Details)                                             
122: R105        Quarterly Financial Information (Details)           HTML    103K  
123: R106        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    176K  
                INFORMATION - Statement of Operations (Details)                  
124: R107        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML     96K  
                INFORMATION - Statement of Comprehensive Income                  
                (Loss) (Details)                                                 
125: R108        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    220K  
                INFORMATION - Balance Sheets (Details)                           
126: R109        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    140K  
                INFORMATION - Statement of Cash Flows (Details)                  
128: XML         IDEA XML File -- Filing Summary                      XML    242K  
127: EXCEL       IDEA Workbook of Financial Reports                  XLSX    210K  
12: EX-101.INS  XBRL Instance -- brs-20180331                        XML   9.66M 
14: EX-101.CAL  XBRL Calculations -- brs-20180331_cal                XML    540K 
15: EX-101.DEF  XBRL Definitions -- brs-20180331_def                 XML   1.71M 
16: EX-101.LAB  XBRL Labels -- brs-20180331_lab                      XML   3.39M 
17: EX-101.PRE  XBRL Presentations -- brs-20180331_pre               XML   2.30M 
13: EX-101.SCH  XBRL Schema -- brs-20180331                          XSD    339K 
129: ZIP         XBRL Zipped Folder -- 0000073887-18-000019-xbrl      Zip    655K

‘EX-4.6’   —   Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit  


Exhibit 4.6
Execution Version
This FOURTH SUPPLEMENTAL INDENTURE, dated as of June 21, 2016 (this “Supplemental Indenture”), is entered into among Bristow Group Inc., a Delaware corporation (the “Company”), each of the parties identified under the caption “Existing Guarantors” on the signature pages hereto (the “Existing Guarantors”), the party identified under the caption “Additional Guarantor” on the signature pages hereto (the “Additional Guarantor” and, together with the Existing Guarantors, the “Guarantors”) and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, the Existing Guarantors and the Trustee entered into that certain Indenture, dated as of June 17, 2008 (the “Base Indenture” and, as amended and supplemented by that certain First Supplemental Indenture, dated as of June 17, 2008, as further amended and supplemented by that certain Second Supplemental Indenture, dated as of October 1, 2012, and as further amended and supplemented by that certain Third Supplemental Indenture, dated as of October 12, 2012, and as further amended and supplemented from time to time, the “Indenture”), pursuant to which the Company has issued $450,000,000 principal amount of 6 1/4% Senior Notes due 2022 (the “Notes”);
WHEREAS, Section 10.01(6) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in order to add additional guarantors in accordance with Section 5.13 thereof, without the consent of the Holders of the Notes;
WHEREAS, the Company has determined that this Supplemental Indenture is authorized or permitted by Section 10.01 of the Indenture and has delivered to the Trustee an Opinion of Counsel and Officers’ Certificate to the effect that all conditions precedent provided for in the Indenture to the execution and delivery of this Supplemental Indenture have been complied with;
WHEREAS, all acts and things prescribed by the Indenture necessary to make this Supplemental Indenture a valid and legally binding instrument according to its terms, and a valid and legally binding supplement to the Indenture have been done and performed;
NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree, subject to the terms and conditions hereinafter set forth, as follows for the benefit of the Trustee and the Holders (as defined in the Indenture):
ARTICLE I
Section 1.01.        This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02.        This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Guarantors and the Trustee.
ARTICLE II
From this date, by executing this Supplemental Indenture, each of the Guarantors, including the Additional Guarantor, whose signatures appear below continue to be or hereby are, as applicable, subject to the provisions of the Indenture to the extent provided for in Article X thereto, and the Additional Guarantor has provided a Subsidiary Guarantee pursuant to the terms of the Indenture.




ARTICLE III
Section 3.01.        Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.
Section 3.02.        Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
Section 3.03.        THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.04.        The parties hereto may sign any number of counterparts of this Supplemental Indenture. Each signed counterpart shall be an original, but all of such executed counterparts together shall represent the same agreement. Delivery of an executed signature page to this Supplemental Indenture by facsimile or electronic transmission (i.e., .pdf or .tif) shall be as effective as delivery of a manually executed counterpart of this Supplemental Indenture.
Section 3.05.         The Recitals to this Supplemental Indenture are not contractual undertakings of any party. To the extent that the Recitals represent the representations of any party, the Trustee makes the first two recitals to the extent applicable to the Trustee and the Trustee’s acts alone and, as to the fourth recital, the Trustee makes such recital based on information (including opinions) delivered to it.
[NEXT PAGE IS SIGNATURE PAGE]





IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


THE COMPANY

BRISTOW GROUP INC.



By: /s/ Joseph A. Baj    
Name: Joseph A. Baj
Title: Vice President and Treasurer



ADDITIONAL GUARANTOR

BRISTOW ACADEMY, INC.
    
    

By: /s/ Joseph A. Baj    
Name: Joseph A. Baj    
Title: Vice President and Treasurer






EXISTING GUARANTORS

BRISTOW U.S. LLC



By: /s/ Joseph A. Baj    
Name: Joseph A. Baj     
Title: Manager




BRISTOW ALASKA INC.
BRISTOW HELICOPTERS INC.    
BHNA HOLDINGS INC.



By: /s/ Joseph A. Baj        
Name: Joseph A. Baj     
Title: Vice President and Treasurer    






U.S. BANK NATIONAL ASSOCIATION,
as Trustee



By: /s/ Susan C. Chadbourne    
Name: Susan C. Chadbourne
Title: Vice President




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:5/23/188-K
For Period end:3/31/1810-K/A
6/21/16DEF 14A,  DEFA14A
10/12/128-K
10/1/12424B5,  8-K
6/17/088-K
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