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As Of Filer Filing For·On·As Docs:Size 3/18/19 Bristow Group Inc 8-K:8,9 3/14/19 3:118K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 24K 2: EX-10.1 Material Contract HTML 19K 3: EX-10.2 Material Contract HTML 30K
Exhibit |
To: | Bristow Equipment Leasing Ltd. (the “Borrower”) |
1. | We refer to Section 8.2(b) of the Credit Agreement and acknowledge receipt of a notice dated February 22, 2019 from the Borrower. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement. |
2. | Section
8.1 of the Credit Agreement requires that the Borrower deliver to the Agent unaudited quarterly financial statements of the Guarantor and the Borrower, as well as the Guarantor’s compliance certificate, within 45 days after the end of each fiscal quarter of the Guarantor. The Borrower has not complied with this covenant insofar as the unaudited quarterly financial statements of the Guarantor and the Borrower for the quarterly period ended December 31, 2018 and the related compliance certificate of the Guarantor were not provided on or before February 14, 2019 (the “Delivery Covenant Breach”). Failure to remedy the Delivery Covenant Breach within 30 days will result in a Loan Event of Default. |
3. | Various
Affiliates of the Borrower have agreements (the “Other Agreements”) relating to Indebtedness and which also have covenants (the “Other Covenants”) requiring the delivery of the Guarantor’s and/or such Affiliate’s quarterly financial statements; such Affiliates are requesting waivers of any breach of the Other Covenants. |
4. | We (acting with the consent of PK Transportation Finance Ireland Limited, the sole Lender as of the Effective Date, and with the consent of the MAG Agent) hereby agree to a waiver of (a) any Loan Default or Loan Event of Default arising as a result of the Delivery Covenant Breach or (b) any Loan Default or Loan Event of Default arising as
a result of a cross-default attributable to the breach of the Other Covenants, provided that such waiver is not a waiver of any Loan Default or Loan Event of Default arising as the result of the acceleration of the maturity of Indebtedness under the Other Agreements resulting from breaches of the Other Covenants. Such waiver shall take effect as of February 14, 2019 but shall be subject to the |
5. | The Guarantor hereby acknowledges this letter and each of the Borrower and the Guarantor hereby confirms that each of the Borrower Guarantee and Indemnity and the Bristow Guarantee, respectively, remains in full force and effect and is hereby ratified and confirmed. |
6. | This
letter shall be effective as of the Effective Date upon its execution and delivery by each of the parties hereto. Except as specifically provided herein, all provisions, terms and conditions of the Credit Agreement shall remain in full force and effect and are hereby ratified and confirmed. |
7. | The Borrower, the Guarantor, the Agent and the MAG Agent hereby agree that from and after the Effective Date all references in the Loan Documents and the MAG Lease Restructuring Documents to the “Credit Agreement” will be to the Credit Agreement as modified hereby and this letter shall be a “Loan Document” for the purposes of the Credit Agreement, the other Loan Documents and the MAG Lease Restructuring Documents. |
8. | THIS
LETTER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND SECTION 51402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) OF THE STATE OF NEW YORK. |
By: | /s/
Serge Michels | |
Name: | ||
Title: | Senior Vice President Administration |
By: | /s/
Yvonne Chenery | |
Name: | ||
Title: | SVP Contracts |
By: | /s/ Serge Michels | |
Name: | ||
Title: | Senior Vice President
Administration |
By: | /s/ Yvonne Chenery | |
Name: | ||
Title: | SVP
Contracts |
By: | ||
Name: | ||
Title: | Vice President and Treasurer |
By: | ||
Name: | ||
Title: | Vice President and Treasurer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
4/15/19 | ||||
Filed on: | 3/18/19 | |||
For Period End: | 3/14/19 | |||
2/22/19 | ||||
2/14/19 | SC 13G/A | |||
12/31/18 | NT 10-Q | |||
7/17/17 | 8-K | |||
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