SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Bristow Group Inc – ‘10-K’ for 3/31/19 – ‘EX-10.83’

On:  Monday, 10/28/19, at 4:57pm ET   ·   For:  3/31/19   ·   Accession #:  73887-19-46   ·   File #:  1-31617

Previous ‘10-K’:  ‘10-K/A’ on 6/19/19 for 3/31/18   ·   Latest ‘10-K’:  This Filing

Find Words in Filings emoji
 
  in    Show  and   Hints

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

10/28/19  Bristow Group Inc                 10-K        3/31/19  137:32M

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   3.21M 
 2: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     71K 
 3: EX-10.83    Material Contract                                   HTML    124K 
 4: EX-10.88    Material Contract                                   HTML     52K 
 5: EX-10.89    Material Contract                                   HTML     90K 
 6: EX-10.90    Material Contract                                   HTML     92K 
 7: EX-21       Subsidiaries List                                   HTML     76K 
 8: EX-24       Power of Attorney                                   HTML     68K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     46K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     46K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     41K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     41K 
99: R1          Document and Entity Information                     HTML     72K 
29: R2          Consolidated Statements of Operations               HTML    113K 
71: R3          Consolidated Statements of Comprehensive Loss       HTML     74K 
120: R4          Consolidated Statements of Comprehensive Loss       HTML     46K  
                (Parenthetical)                                                  
102: R5          Consolidated Balance Sheets                         HTML    166K  
32: R6          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
74: R7          Consolidated Statements of Cash Flows               HTML    147K 
117: R8          Consolidated Statements of Stockholders'            HTML    134K  
                Investment and Redeemable Noncontrolling Interests               
104: R9          Consolidated Statements of Stockholders'            HTML     43K  
                Investment and Redeemable Noncontrolling Interests               
                (Parenthetical)                                                  
127: R10         Operations, Basis of Presentation and Summary of    HTML    375K  
                Significant Accounting Policies                                  
76: R11         Revenue Recognition                                 HTML    112K 
38: R12         Variable Interest Entities and Other Investments    HTML    220K 
                in Significant Affiliates                                        
50: R13         Property and Equipment, Assets Held for Sale and    HTML    112K 
                Oem Cost Recoveries                                              
126: R14         Debt                                                HTML    203K  
75: R15         Fair Value Disclosures                              HTML    159K 
37: R16         Derivative Financial Instruments                    HTML     91K 
49: R17         Commitments and Contingencies                       HTML    161K 
123: R18         Taxes                                               HTML    215K  
77: R19         Employee Benefit Plans                              HTML    324K 
27: R20         Stockholders' Investment, Earnings Per Share and    HTML    164K 
                Accumulated Other Comprehensive Income                           
70: R21         Segment Information                                 HTML    252K 
122: R22         Quarterly Financial Information (Unaudited)         HTML    114K  
106: R23         Supplemental Condensed Consolidating Financial      HTML   1.01M  
                Information                                                      
26: R24         Operations, Basis of Presentation and Summary of    HTML    146K 
                Significant Accounting Policies (Policies)                       
69: R25         Revenue Recognition (Policies)                      HTML     53K 
121: R26         Variable Interest Entities and Other Investments    HTML     44K  
                in Significant Affiliates (Policies)                             
105: R27         Fair Value Disclosures (Policies)                   HTML     44K  
28: R28         Derivative Financial Instruments (Policies)         HTML     46K 
68: R29         Employee Benefit Plans (Policies)                   HTML     53K 
46: R30         Stockholders' Investment, Earnings Per Share and    HTML     43K 
                Accumulated Comprehensive Income (Policies)                      
34: R31         Operations, Basis of Presentation and Summary of    HTML    284K 
                Significant Accounting Policies (Tables)                         
81: R32         Revenue Recognition (Tables)                        HTML     92K 
128: R33         Variable Interest Entities and Other Investments    HTML    191K  
                in Significant Affiliates (Tables)                               
47: R34         Property and Equipment, Assets Held for Sale and    HTML    101K 
                Oem Cost Recoveries (Tables)                                     
35: R35         Debt (Tables)                                       HTML     93K 
82: R36         Fair Value Disclosures (Tables)                     HTML    158K 
129: R37         Derivative Financial Instruments (Tables)           HTML     89K  
48: R38         Commitments and Contingencies (Tables)              HTML    139K 
33: R39         Taxes (Tables)                                      HTML    208K 
65: R40         Employee Benefit Plans (Tables)                     HTML    315K 
24: R41         Stockholders' Investment, Earnings Per Share and    HTML    164K 
                Accumulated Comprehensive Income (Tables)                        
91: R42         Segment Information (Tables)                        HTML    256K 
107: R43         Quarterly Financial Information (Tables)            HTML    113K  
66: R44         Supplemental Condensed Consolidating Financial      HTML   1.02M 
                Information (Tables)                                             
25: R45         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML    186K 
                SIGNIFICANT ACCOUNTING POLICIES Narrative                        
                (Details)                                                        
92: R46         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML    142K 
                SIGNIFICANT ACCOUNTING POLICIES Immaterial                       
                Corrections to Prior Period Financial Information                
                (Details)                                                        
108: R47         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     48K  
                SIGNIFICANT ACCOUNTING POLICIES Accounts                         
                Receivable Table (Details)                                       
67: R48         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     55K 
                SIGNIFICANT ACCOUNTING POLICIES Inventory Table                  
                (Details)                                                        
23: R49         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     57K 
                SIGNIFICANT ACCOUNTING POLICIES Property and                     
                Equipment Narrative (Details)                                    
44: R50         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     55K 
                SIGNIFICANT ACCOUNTING POLICIES Goodwill Table                   
                (Details)                                                        
60: R51         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     94K 
                SIGNIFICANT ACCOUNTING POLICIES Other Intangible                 
                Assets Tables (Details)                                          
131: R52         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     59K  
                SIGNIFICANT ACCOUNTING POLICIES Loss on Impairment               
                Table (Details)                                                  
84: R53         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     56K 
                SIGNIFICANT ACCOUNTING POLICIES Other Accrued                    
                Liabilities Table (Details)                                      
43: R54         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     46K 
                SIGNIFICANT ACCOUNTING POLICIES Interest Expense,                
                Net Table (Details)                                              
59: R55         REVENUE RECOGNITION Narrative (Details)             HTML     64K 
130: R56         REVENUE RECOGNITION Revenue Recognition Adoption    HTML     84K  
                Impact Table (Details)                                           
83: R57         REVENUE RECOGNITION Remaining Performance           HTML     58K 
                Obligations Table (Details)                                      
45: R58         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    111K 
                IN SIGNIFICANT AFFILIATES VIE Narrative (Details)                
58: R59         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    164K 
                IN SIGNIFICANT AFFILIATES VIE Financials (Details)               
115: R60         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    157K  
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Consolidated (Details)                              
96: R61         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML     98K 
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Unconsolidated (Details)                            
22: R62         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    116K 
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Unconsoildated Tables (Details)                     
64: R63         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     55K 
                OEM COST RECOVERIES Capital Expenditures (Details)               
112: R64         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     79K  
                OEM COST RECOVERIES Sold or Disposed and                         
                Impairments (Details)                                            
93: R65         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     70K 
                OEM COST RECOVERIES Narrative (Details)                          
19: R66         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     66K 
                OEM COST RECOVERIES Assets Held for Sale (Details)               
61: R67         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     61K 
                OEM COST RECOVERIES OEM Cost Recoveries (Details)                
110: R68         DEBT Table (Details)                                HTML     72K  
98: R69         DEBT Narrative (Details)                            HTML    382K 
87: R70         DEBT Convertible debt Tables (Details)              HTML     67K 
132: R71         DEBT Annual Maturities (Details)                    HTML     60K  
54: R72         FAIR VALUE DISCLOSURES Recurring and Non-recurring  HTML    111K 
                Fair Value Measurements (Details)                                
39: R73         FAIR VALUE DISCLOSURES Fair Value of Debt           HTML     72K 
                (Details)                                                        
90: R74         DERIVATIVE FINANCIAL INSTRUMENTS Narrative          HTML     46K 
                (Details)                                                        
135: R75         DERIVATIVE FINANCIAL INSTRUMENTS Fair Value         HTML     60K  
                Derivative Instruments Table (Details)                           
57: R76         DERIVATIVE FINANCIAL INSTRUMENTS Derivative         HTML     46K 
                Instrument AOCI Table (Details)                                  
42: R77         COMMITMENTS AND CONTINGENCIES Aircraft Purchase     HTML    115K 
                Contracts (Details)                                              
85: R78         COMMITMENTS AND CONTINGENCIES Aircraft orders and   HTML     56K 
                options (Details)                                                
136: R79         COMMITMENTS AND CONTINGENCIES Operating Leases      HTML     93K  
                (Details)                                                        
88: R80         COMMITMENTS AND CONTINGENCIES Employee Agreements   HTML     48K 
                (Details)                                                        
133: R81         COMMITMENTS AND CONTINGENCIES Ligitgation,          HTML    101K  
                Environmental, Other Purchase Contracts and Other                
                (Details)                                                        
55: R82         TAXES Components of Deferred Tax Assets and         HTML    127K 
                Liabilities (Details)                                            
40: R83         TAXES Narrative (Details)                           HTML    138K 
89: R84         TAXES Rollforward of deferred tax valuation         HTML     46K 
                allowance (Details)                                              
134: R85         TAXES Component of Income Before Provision For      HTML     48K  
                Income Taxes (Details)                                           
56: R86         TAXES Provision for Income Taxes Table (Details)    HTML     61K 
41: R87         TAXES Reconciliation of U.S. Federal Statutory Tax  HTML     79K 
                Rate (Details)                                                   
86: R88         TAXES Tax Jurisdiction (Details)                    HTML     53K 
137: R89         TAXES Schedule of Unrecognized Tax Benefit          HTML     48K  
                (Details)                                                        
114: R90         EMPLOYEE BENEFIT PLANS Defined Contribution Plans   HTML     45K  
                (Details)                                                        
95: R91         EMPLOYEE BENEFIT PLANS Defined Benefit Plan         HTML     74K 
                Narrative (Details)                                              
21: R92         EMPLOYEE BENEFIT PLANS Rollforward of Change in     HTML     59K 
                Benefit Obligation (Details)                                     
63: R93         EMPLOYEE BENEFIT PLANS Rollforward of Change in     HTML     55K 
                Plan Assets (Details)                                            
113: R94         EMPLOYEE BENEFIT PLANS Reconciliation of Funded     HTML     53K  
                Status (Details)                                                 
94: R95         EMPLOYEE BENEFIT PLANS Components of Net Periodic   HTML     54K 
                Pension Cost (Details)                                           
20: R96         EMPLOYEE BENEFIT PLANS Actuarial Assumptions        HTML     49K 
                (Details)                                                        
62: R97         EMPLOYEE BENEFIT PLANS Plan Allocations (Details)   HTML     54K 
109: R98         EMPLOYEE BENEFIT PLANS Schedule of Fair Value of    HTML    109K  
                Plan Assets (Details)                                            
97: R99         EMPLOYEE BENEFIT PLANS Schedule of Estimated        HTML     52K 
                Future Benefit Payments (Details)                                
119: R100        EMPLOYEE BENEFIT PLANS Incentive and Stock Options  HTML    160K  
                Narrative (Details)                                              
101: R101        EMPLOYEE BENEFIT PLANS Stock Option Activity        HTML     80K  
                Rollforward (Details)                                            
31: R102        EMPLOYEE BENEFIT PLANS Stock Option Assumptions     HTML     54K 
                (Details)                                                        
73: R103        EMPLOYEE BENEFIT PLANS Rollforward of Non-Vested    HTML     64K 
                Restricted Stock (Details)                                       
118: R104        EMPLOYEE BENEFIT PLANS Schedule of Separation       HTML     54K  
                Agreements (Details)                                             
100: R105        STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML     70K  
                ACCUMULATED COMPREHENSIVE INCOME Narrative                       
                (Details)                                                        
30: R106        STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML    102K 
                ACCUMULATED COMPREHENSIVE INCOME Earnings per                    
                Share (Details)                                                  
72: R107        STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML     75K 
                ACCUMULATED COMPREHENSIVE INCOME Accumulated Other               
                Comprehensive Income (Details)                                   
116: R108        SEGMENT INFORMATION Narrative (Details)             HTML     44K  
103: R109        SEGMENT INFORMATION Revenue by Segment (Details)    HTML     95K  
78: R110        SEGMENT INFORMATION Operating Performance and       HTML    129K 
                Assets by Region (Details)                                       
124: R111        SEGMENT INFORMATION Revenue and Long Lived Assets   HTML     94K  
                by Country (Details)                                             
51: R112        Quarterly Financial Information (Details)           HTML    125K 
36: R113        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    175K 
                INFORMATION - Statement of Operations (Details)                  
80: R114        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML     96K 
                INFORMATION - Statement of Comprehensive Income                  
                (Loss) (Details)                                                 
125: R115        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    217K  
                INFORMATION - Balance Sheets (Details)                           
52: R116        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    145K 
                INFORMATION - Statement of Cash Flows (Details)                  
79: XML         IDEA XML File -- Filing Summary                      XML    255K 
111: EXCEL       IDEA Workbook of Financial Reports                  XLSX    232K  
13: EX-101.INS  XBRL Instance -- brs-20190331                        XML  10.20M 
15: EX-101.CAL  XBRL Calculations -- brs-20190331_cal                XML    442K 
16: EX-101.DEF  XBRL Definitions -- brs-20190331_def                 XML   2.02M 
17: EX-101.LAB  XBRL Labels -- brs-20190331_lab                      XML   3.76M 
18: EX-101.PRE  XBRL Presentations -- brs-20190331_pre               XML   2.58M 
14: EX-101.SCH  XBRL Schema -- brs-20190331                          XSD    373K 
53: ZIP         XBRL Zipped Folder -- 0000073887-19-000046-xbrl      Zip    732K 


‘EX-10.83’   —   Material Contract


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



 <!   C:   C: 
  Exhibit  
Exhibit 10.83

AMENDMENT NO. 1 TO CREDIT AGREEMENT

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”).

In consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1.Defined Terms. All capitalized terms used but not defined herein shall have their respective meanings set forth in the Credit Agreement.

2.Amendments to the Credit Agreement. Each of the parties hereto agrees that, effective as of the Amendment Effective Date (as defined below):

a.    Section 1.1. is hereby amended by restating the following definition in its entirety as follows:

““Wholly Owned Subsidiary” shall mean each Subsidiary of the Borrower or any other Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by a Loan Party directly or indirectly through other Persons all of whose Capital Stock (other than directors’ qualifying shares) is at the time owned, directly or indirectly by a Loan Party.”

b.    Section 5.1(a) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
 
“(a)     as soon as available and in any event within 90 days after the end of each Fiscal Year of the Borrower (and in the case of the Fiscal Year ending March 31, 2019, 120 days after the end of such Fiscal Year), a copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, accompanied by an opinion from the Borrower’s certified public accountant stating that such financial statements fairly present in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP (provided that, after the conclusion of the Cases, such consolidated statements shall be audited and certified without “going concern” or other qualification, exception or assumption and without qualification or assumption as to the scope of such audit as conducted in accordance with GAAP, by an independent public accounting firm of nationally recognized standing, or otherwise reasonably acceptable to the Administrative Agent);”



    





c.    Section 5.1(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(c)
as soon as available and in any event within 20 Business Days after the end of each month, commencing with the month ended May 31, 2019, an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such month and the related unaudited consolidated statements of income of the Borrower and its Subsidiaries for such month and the then elapsed portion of such Fiscal Year;”

3.Effectiveness. This Amendment will become effective upon the earliest date (the “Amendment Effective Date”) on which the Administrative Agent shall have received from (i) each Borrower and (ii) the Lenders collectively representing the Required Lenders an executed counterpart of this Amendment (or photocopies thereof sent by fax, pdf or other electronic means, each of which shall be enforceable with the same effect as a signed original).

4.Representations and Warranties. Each Borrower represents and warrants as of the date hereof that, after giving effect to this Amendment, (i) the representations and warranties of the Borrowers set forth in Article IV of the Credit Agreement will be true in all material respects on and as of the date hereof and (ii) no Default will have occurred and be continuing on such date.

5.Continuing Effect of the Credit Agreement. This Amendment is limited solely to the matters expressly set forth herein and does not constitute an amendment, waiver or consent to any provision of the Credit Agreement other than as set forth in Sections 2 hereof. Except as expressly set forth in this Amendment, the Credit Agreement remains in full force and effect, and each Borrower and the Lenders acknowledge and agree that all of their respective obligations hereunder and under the Credit Agreement shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment except to the extent specified herein. From and after the Amendment Effective Date, (x) each reference in the Credit Agreement and in any exhibits attached thereto to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement after giving effect to this Amendment.

6.Miscellaneous. Each Borrower acknowledges and agrees that, (A) each Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms following the execution of this Amendment and after giving effect thereto, (B) the Security Documents do, and all of the Collateral does, and in each case shall continue to, secure the payment of all Secured Obligations on the terms and conditions set forth in the Security Documents, and hereby ratifies the security interests granted by it pursuant to the Security Documents and (C) this Amendment shall not be considered a novation.

7.Miscellaneous. The provisions of Sections 10.3 (Expenses; Indemnification), 10.5 (Governing Law; Jurisdiction; Consent to Service of Process), 10.6 (Waiver of Jury Trial), 10.8 (Counterparts; Integration), 10.9 (Survival), 10.10 (Severability) and 10.11 (Confidentiality) of the Credit Agreement shall apply with like effect to this Amendment.

This Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement.

[Signature Pages Follow]

2





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

BRISTOW GROUP INC., as Lead Borrower
By:
 
 
Title: Vice President and Treasurer

                        
BRISTOW HOLDINGS COMPANY LTD. III, as Co-Borrower
By:
 
 
Title: Vice President and Treasurer


[Signature Page to Amendment No. 1]





STRATEGIC INCOME OPPORTUNITIES  
BOND FUND, as a Lender
By: BlackRock Institutional Trust Company, NA,  
not in its individual capacity but as Trustee of the Strategic Income Opportunities Bond Fund
By:
 
 
 
Title: Authorized Signatory

BLACKROCK MULTI-SECTOR OPPORTUNITIES TRUST, as a Lender
By:
 
 
 
Title: Authorized Signatory



BLACKROCK STRATEGIC INCOME OPPORTUNITIES PORTFOLIO OF BLACKROCK FUNDS V, as a Lender
By:
 
 
 
Title: Authorized Signatory

BLACKROCK 2022 GLOBAL INCOME OPPORTUNITY TRUST, as a Lender
By: BlackRock Advisors, LLC as Investment  
Advisor
By:
 
 
 
Title: Authorized Signatory




[Signature Page to Amendment No. 1]




ARCH REINSURANCE LTD., as a Lender
By:
 
 
 
Title: Authorized Signatory



ADVANCED SERIES TRUST-AST BLACKROCK/LOOMIS SAYLES BOND PORTFOLIO, as a Lender
By:
 
 
 
Title: Authorized Signatory




MASTER TOTAL RETURN PORTFOLIO  
OF MASTER BOND LLC, as a Lender
By:
 
 
 
Title: Authorized Signatory




[Signature Page to Amendment No. 1]




DW-TX, LP, as a Lender


By: DW Partners, LP, its investment
manager

By:    /s/ Houdin Honarvar            
Name:    Houdin Honarvar        
Title:    General Counsel/CCO            


[Signature Page to Amendment No. 1]




HIGHBRIDGE MSF INTERNATIONAL
LTD., as a Lender

By: Highbridge Capital Management, LLC, as
Trading Manager

By:    /s/ Jonathan Segal            
Name:    Jonathan Segal            
Title:    Managing Director


[Signature Page to Amendment No. 1]




1992 TACTICAL CREDIT MASTER FUND,
L.P., as a Lender

By: Highbridge Capital Management, LLC, as
Trading Manager

By:    /s/ Jonathan Segal            
Name:    Jonathan Segal                Title:    Managing Director

[Signature Page to Amendment No. 1]




HIGHBRIDGE SCF SPECIAL SITUATIONS SPV, L.P., as a Lender

By: Highbridge Capital Management, LLC, as Trading Manager

By:    /s/ Jonathan Segal            
Name:    Jonathan Segal                Title:    Managing Director

[Signature Page to Amendment No. 1]




OHA DIVERSIFIED CREDIT
STRATEGIES FUND MASTER, L.P., as a
Lender

By: OHA Diversified Credit Strategies
GenPar LLC, its general partner

By: OHA Global GenPar, LLC, its managing
member

By: OHA Global MGP, LLC, its managing
member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory



[Signature Page to Amendment No. 1]




OHA MD OPPORTUNISTIC CREDIT
MASTER FUND, L.P., as a Lender

By: OHA MD Opportunistic Credit GenPar,
LLC, its general partner

By: OHA Global GenPar, LLC, its managing
member

By: OHA Global MGP, LLC, its managing
member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OHA DIVERSIFIED CREDIT
STRATEGIES FUND (PARALLEL), L.P.,
as a Lender

By: OHA Diversified Credit Strategies
GenPar, LLC, its general partner

By: OHA Global GenPar, LLC, its managing
member

By: OHA Global MGP, LLC, its managing
member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory


[Signature Page to Amendment No. 1]




NORTHWELL HEALTH, INC., as a
Lender

By: Oak Hill Advisors, L.P., as Investment
Manager


By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin        
Title:    Authorized Signatory




[Signature Page to Amendment No. 1]




THE COCA-COLA COMPANY
MASTER RETIREMENT TRUST, as a
Lender

By: Oak Hill Advisors, L.P., as Investment
Manager

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin        
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OCA OHA CREDIT FUND LLC, an
individual series of OCA Investment Partners
LLC, as a Lender

By: Oak Hill Advisors, L.P., as Investment
Manager

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin        
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OHA ENHANCED CREDIT
STRATEGIES MASTER FUND L.P., as a
Lender

By: OHA Enhanced Credit Strategies
GenPar, LLC, its general partner

By: OHA Global GenPar, LLC, its managing
member

By: OHA Global MGP, LLC, its managing
member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory




[Signature Page to Amendment No. 1]




ILLINOIS STATE BOARD OF
INVESTMENT
, as a Lender

By: Oak Hill Advisors, L.P., as Investment
Manager

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin        
Title:    Authorized Signatory




[Signature Page to Amendment No. 1]




OHAT CREDIT FUND, L.P., as a Lender

By: OHAT Credit GenPar, LLC, its general
partner

By: OHA Global GenPar, LLC, its managing
member

By: OHA Global MGP, LLC, its managing
member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




LERNER ENTERPRISES, LLC, as a
Lender

By: Oak Hill Advisors, L.P., as advisor and
attorney-in-fact to Lerner Enterprises, LLC

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin        
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




FUTURE FUND BOARD OF
GUARDIANS, as a Lender

By: Oak Hill Advisors, L.P., as its Investment
Adviser

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin        
Title:    Authorized Signatory




[Signature Page to Amendment No. 1]




OHA CENTRE STREET
PARTNERSHIP, L.P., as a Lender

By: OHA Centre Street GenPar, LLC, its
general partner

By: OHA Centre Street MGP, LLC, its
managing member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory




[Signature Page to Amendment No. 1]




INDIANA PUBLIC RETIREMENT
SYSTEM, as a Lender

By: Oak Hill Advisors, L.P., as Investment
Manager

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin        
Title:    Authorized Signatory




[Signature Page to Amendment No. 1]




MASTER SIF SICAV-SIF, as a Lender

By: Oak Hill Advisors, L.P., as Investment
Manager

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin        
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OHA BCSS SSD II, L.P., as a Lender

By: OHA BCSS SSD GenPar II, LLC, its
general partner

By: OHA Global PE GenPar, LLC, its
managing member

By: OHA Global PE MGP, LLC, its
managing member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OHA MPS SSD II, L.P., as a Lender

By: OHA MPS SSD GenPar II, LLC, its
general partner

By: OHA Global PE GenPar, LLC, its
managing member

By: OHA Global PE MGP, LLC, its
managing member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory




[Signature Page to Amendment No. 1]




OHA STRUCTURED PRODUCTS
MASTER FUND D, L.P., as a Lender

By: OHA Structured Products D GenPar,
LLC, its general partner

By: OHA Global PE GenPar, LLC, its
managing member

By: OHA Global PE MGP, LLC, its
managing member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OHA STRATEGIC CREDIT MASTER
FUND II, L.P.
, as a Lender

By: OHA Strategic Credit II GenPar, LLC, its
general partner

By: OHA Global PE GenPar, LLC, its
managing member

By: OHA Global PE MGP, LLC, its
managing member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory




[Signature Page to Amendment No. 1]




OHA BCSS SSD, L.P., as a Lender

By: OHA BCSS SSD GenPar, LLC, its
general partner

By: OHA Global PE GenPar, LLC, its
managing member

By: OHA Global PE MGP, LLC, its
managing member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OHA MPS SSD, L.P., as a Lender

By: OHA MPS SSD GenPar, LLC, its
general partner

By: OHA Global PE GenPar, LLC, its
managing member

By: OHA Global PE MGP, LLC, its
managing member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OHA AD CUSTOMIZED CREDIT
FUND (INTERNATIONAL), L.P., as a
Lender

By: OHA AD Customized Credit Fund
GenPar, LLC, its general partner

By: OHA Global PE GenPar, LLC, its
managing member

By: OHA Global PE MGP, LLC, its
managing member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OHA-CDP ESCF, L.P., as a Lender

By: OHA-CDP ESCF GenPar, LLC, its
general partner

By: OHA Global PE GenPar, LLC, its
managing member

By: OHA Global PE MGP, LLC, its
managing member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




ALOHA EUROPEAN CREDIT FUND,
L.P., as a Lender

By: OHA ALOHA European Credit Fund
GenPar, LLC, its general partner

By: OHA Global GenPar, LLC, its managing
member

By: OHA Global MGP, LLC, its managing
member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OHA FINLANDIA CREDIT FUND, L.P.,
as a Lender
By: OHA Finlandia Credit Fund GenPar,
LLC, its general partner
By: OHA Global GenPar, LLC, its managing
member
By: OHA Global MGP, LLC, its managing
member
By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OREGON PUBLIC EMPLOYEES
RETIREMENT FUND, as a Lender
By: Oak Hill Advisors, L.P., as Investment
Manager
By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin        
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OHA DIVERSIFIED CREDIT
STRATEGIES MASTER FUND
(PARALLEL II), L.P., as a Lender

By: OHA Diversified Credit Strategies Fund
(Parallel II) GenPar, LLC, its general partner

By: OHA Global GenPar, LLC, its managing
member

By: OHA Global MGP, LLC, its managing
member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory

[Signature Page to Amendment No. 1]




OHA DIVERSIFIED CREDIT
STRATEGIES TRACTOR MASTER
FUND, L.P., as a Lender

By: OHA Diversified Credit Strategies
Tractor Fund GenPar, LLC, its general
partner

By: OHA Global GenPar, LLC, its managing
member

By: OHA Global MGP, LLC, its managing
member

By:    /s/ Gregory S. Rubin            
Name:    Gregory S. Rubin
Title:    Authorized Signatory




[Signature Page to Amendment No. 1]




WHITEBOX MULTI-STRATEGY
PARTNERS, LP, as a Lender

By: Whitebox General Partner LLC,
its general partner

By: Whitebox Advisors LLC, its investment
manager

By:    /s/ Luke Harris            
Name:    Luke Harris
Title:    Deputy General Counsel

WHITEBOX ASYMMETRIC
PARTNERS, LP, as a Lender

By: Whitebox General Partner LLC,
its general partner

By: Whitebox Advisors LLC, its investment
manager

By:    /s/ Luke Harris            
Name:    Luke Harris
Title:    Deputy General Counsel

WHITEBOX CAJA BLANCA FUND, LP,
as a Lender

By: Whitebox Caja Blanca GP LLC, its
general partner

By: Whitebox General Partner LLC,
its managing member

By: Whitebox Advisors LLC, its investment
manager

By:    /s/ Luke Harris            
Name:    Luke Harris
Title:    Deputy General Counsel

[Signature Page to Amendment No. 1]




WHITEBOX RELATIVE VALUE
PARTNERS, LP, as a Lender

By: Whitebox General Partner LLC,
its general partner

By: Whitebox Advisors LLC, its investment
manager

By:    /s/ Luke Harris            
Name:    Luke Harris
Title:    Deputy General Counsel

WHITEBOX CREDIT PARTNERS, LP,
as a Lender

By: Whitebox General Partner LLC,
its general partner

By: Whitebox Advisors LLC, its investment
manager

By:    /s/ Luke Harris            
Name:    Luke Harris
Title:    Deputy General Counsel

PANDORA SELECT PARTNERS, LP,
as a Lender

By: Whitebox General Partner LLC,
its general partner

By: Whitebox Advisors LLC, its investment
manager
By:    /s/ Luke Harris            
Name:    Luke Harris
Title:    Deputy General Counsel

[Signature Page to Amendment No. 1]




WHITEBOX GT FUND, LP, as a Lender

By: Whitebox General Partner LLC,
its general partner

By: Whitebox Advisors LLC, its investment
manager

By:    /s/ Luke Harris            
Name:    Luke Harris
Title:    Deputy General Counsel



[Signature Page to Amendment No. 1]


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:10/28/19
6/6/19
5/31/1925-NSE/A
5/10/198-K,  DFAN14A,  SC 13G/A
For Period end:3/31/19NT 10-K
 List all Filings 
Top
Filing Submission 0000073887-19-000046   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Tue., Apr. 30, 1:11:40.1pm ET