Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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-4.8’ — Instrument Defining the Rights of Security Holders
THIS GENERAL TERMINATION AND RELEASE (this “Agreement”), dated and effective as of November 1, 2017, is made by U.S. Bank National Association, in its capacity as trustee (in such capacity, the “Trustee”)
under that certain Indenture dated as of June 17, 2008, among Bristow Group Inc. (the “Issuer”), the subsidiary guarantors signatory thereto, and Trustee, pursuant to which the Issuer has issued its 6¼% Senior Notes due 2022, as supplemented by the Third Supplemental Indenture dated as of October 12, 2012, as further supplemented by the Fourth Supplemental Indenture dated as of June 21, 2016, and as further supplemented by the Fifth Supplemental Indenture
dated as of November 10, 2016 (the “Indenture”). This Agreement is made by the Trustee for the benefit of Bristow Academy, Inc., a California corporation (“Guarantor”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Indenture.
RECITALS:
A.Prior to the effectiveness of this Agreement, the Guarantor is a Guarantor under the Indenture.
B.Pursuant
to Section 11.04(1) of the Indenture, a Guarantor shall be automatically and unconditionally released from all of its obligations under its Subsidiary Guarantee and its obligations under the Indenture upon a sale of all of the Capital Stock of such Guarantor owned by the Company or its Subsidiaries to a Person other than the Company or a Restricted Subsidiary; provided that the Net Proceeds of such sale or disposition are applied in accordance with Sections 4.10 and 5.10 of the Indenture.
C.The Issuer has executed and delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that all of the covenants and conditions provided for in the Indenture relating to the release of Guarantor from its obligations under its Subsidiary Guarantee and its obligations under the Indenture have been complied with.
D.Pursuant to Section 11.04(1) of the Indenture, the Issuer has requested that the Trustee release Guarantor from its obligations under its Subsidiary
Guarantee and its obligations under the Indenture.
NOW THEREFORE, with intent to be legally bound hereby and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trustee hereby acknowledges and agrees as follows:
SECTION 1. Termination and Release. The Trustee hereby acknowledges and agrees that Guarantor is hereby released from its Subsidiary Guarantee, and Guarantor is released from all its obligations under the Indenture. Notwithstanding anything to the contrary contained in the preceding
sentence, this Agreement shall not terminate or release any obligations or duties of Guarantor that by the terms of the Indenture specifically survive termination thereof.
SECTION 2. Further Assurances. The Trustee hereby agrees to deliver to the Issuer, at the Issuer’s sole cost and expense, including reasonable legal fees and out-of-pocket expenses, such releases, discharges and similar documents as the Issuer may reasonably request in connection with the release described in Section 1 above.
SECTION
3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Delivery of this Agreement by facsimile or other electronic transmission shall have the same effect as delivery of a manually executed counterpart hereof.
[Signature Page to Follow.]
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed by its officer thereunto duly authorized, as of the date first above written.