ex101_barclaysxbristow-a






EXECUTION VERSION    L O N D O N            Exhibit 10.1    Dated 21 April 2021  (1) BRISTOW GROUP INC. as Parent  (2) THE ENTITIES LISTED IN SCHEDULE 1  PART 1 as Borrowers   (3) THE ENTITIES LISTED IN SCHEDULE 1,  PART 2 as Guarantors  (4) THE ENTITIES LISTED IN SCHEDULE 1,  PART 3 as Security Obligors  (5) BARCLAYS BANK PLC as Agent  (6) BARCLAYS BANK PLC as Security Agent  DEED OF AMENDMENT AND CONFIRMATION  relating to  an ABL facilities agreement originally dated 17 April  2018      





 






CONTENTS  Clause Page    Active 62328571.1    i     1. Definitions and interpretation ....................................................................................... 3  2. Amendment ................................................................................................................... 4  3. Confirmations ............................................................................................................... 7  4. Further assurance .......................................................................................................... 7  5. Representations ............................................................................................................. 8  6. Relationship with other Finance Documents ................................................................ 8  7. Miscellaneous ............................................................................................................... 8  8. Law and jurisdiction ..................................................................................................... 8    Schedule  1. Borrowers, Guarantors and Security Obligors ............................................................ 10  Part 1 Borrowers ........................................................................................................ 10  Part 2 Guarantors ....................................................................................................... 10  Part 3 Security Obligors ............................................................................................ 10  2. Schedule 1 Part 2 (The Original Lenders) .................................................................. 12      





 






  Active 62328571.1    2     THIS DEED OF AMENDMENT AND CONFIRMATION is dated 21 April 2021 and made  between:  (1) BRISTOW GROUP INC. (the "Parent");  (2) THE PERSONS LISTED IN SCHEDULE 1, PART 1 (The Borrowers) (the  "Borrowers");  (3) THE PERSONS LISTED IN SCHEDULE 1, PART 2 (The Guarantors) (the  "Guarantors");  (4) THE PERSONS LISTED IN SCHEDULE 1, PART 3 (The Security Obligors) (the  "Security Obligors");  (5) BARCLAYS BANK PLC as agent of the other Finance Parties (the "Agent"); and  (6) BARCLAYS BANK PLC as security trustee for the Secured Parties (the "Security  Agent").  BACKGROUND:  (A) Certain of the Borrowers and the Agent, amongst others, entered into a facilities  agreement dated 17 April 2018 (as amended from time to time up to the date of this  Deed, the "Agreement").  (B) Pursuant to an increase confirmation dated on or about the date of this Deed delivered  by Deutsche Bank AG, New York Branch to (and accepted by) the Agent, the Security  Agent, the Issuing Banks and the Parent, the Revolving Facility Commitments are being  increased in accordance with Clause 2.2 (Increase) of the Agreement (the "Increase").   (C) Pursuant to a transfer certificate dated on or about the date of this Deed delivered by  Barclays Bank PLC as the existing lender and Deutsche Bank AG, New York Branch  as the new lender to (and accepted by) the Agent and the Security Agent, Barclays Bank  PLC is transferring part of its US/UK Tranche Commitment to Deutsche Bank AG,  New York Branch (the "Transfer").   (D) As a condition to the effectiveness of the Increase and the Transfer, Deutsche Bank AG,  New York Branch has requested that an amendment be made to the Agreement.   (E) This Deed:  (a) puts into effect such amendment to the Agreement, which has been agreed  between the Parent, the Borrowers, the Guarantors and the Agent;  (b) contains confirmations in relation to guarantees given by the Guarantors;  (c) contains confirmations in relation to security interests granted by the Security  Obligors; and  (d) deals with related matters.  





 






  Active 62328571.1    3     THIS DEED WITNESSES that:  1. DEFINITIONS AND INTERPRETATION  1.1 Definitions  In this Deed:  "Agreement" has the meaning given to it in Recital (A).  "Amended Agreement" means the Agreement as amended, or proposed to be  amended pursuant to this Deed.  "Increase" has the meaning given to it in Recital (B).  "Increase and Transfer Effective Date" means the date on which the Increase and  the Transfer become effective.   "New Finance Documents" means this Deed and any other Finance Document entered  into, or to be entered into, on or about the date of this Deed or otherwise in connection  with the transactions contemplated by this Deed (including the amendment of the  Agreement) and "New Finance Document" means any of them.  "Obligor Party" means each Party which is an Obligor.  "Parties" means the parties to this Deed.  "Security Documents" means:  (a) the English law security agreement dated 17 April 2018 made between (1)  Bristow Helicopters Limited as the chargor and (2) the Security Agent;  (b) the English law charge over bank accounts dated 17 April 2018 made between  (1) Bristow Norway AS as the chargor and (2) the Security Agent;  (c) the Norwegian law security agreement dated 17 April 2018 made between (1)  Bristow Norway AS as the chargor and (2) the Security Agent;  (d) the New York law security agreement dated 26 June 2020 made between (1)  Bristow U.S. LLC as the grantor and (2) the Security Agent as the collateral  agent;   (e) the English law charge over receivables dated 26 June 2020 made between (1)  Bristow U.S. LLC as the chargor and (2) the Security Agent;   (f) the New York law security agreement dated 31 August 2020 made between (1)  Era Helicopters, LLC as the grantor and (2) the Security Agent as the collateral  agent; and   (g) the English law charge over receivables dated 31 August 2020 made between  (1) Era Helicopters, LLC as the chargor and (2) the Security Agent.  





 






  Active 62328571.1    4     "Transfer" has the meaning given to it in Recital (C).  1.2 Terms defined in the Amended Agreement  Terms defined in the Amended Agreement but not in this Deed shall have the same  meaning in this Deed as in the Amended Agreement.  1.3 Construction   Clause 1.2 (Construction) of the Amended Agreement (other than paragraph (n)  thereof) shall apply as if set out in full again here, with such changes as are appropriate  to fit this context.  2. AMENDMENT  2.1 Amendment  (a) The Parent, the Borrowers, the Guarantors and the Agent agree that:  (i) with effect from the date of this Deed, the Agreement shall be amended  as set out in Clause 2.1(b)(i)-(viii); and   (ii) with effect from the Increase and Transfer Effective Date, the  Agreement shall be amended as set out in Clause 2.1(b)(ix).   (b) The Agreement shall be amended as follows:  (i) a new definition of "2021 Amendment Agreement" shall be inserted  before the definition of "ABR" in Clause 1.1 (Definitions):  ""2021 Amendment Agreement" means the deed of amendment and  confirmation designated as such by the Agent and the Parent and made  between, Bristow Group Inc., Bristow Helicopters Limited, Bristow  Norway AS, Bristow U.S. LLC, Era Helicopters LLC the Agent and the  Security Agent in respect of this Agreement;"  (ii) a new definition of "Aggregate LILO Borrowing Base" shall be inserted  after the definition of "Aggregate LILO Availability" in Clause 1.1  (Definitions):  ""Aggregate LILO Borrowing Base" means the aggregate of the LILO  Borrowing Bases of the English Borrower, the Norwegian Borrower and  the US Borrowers;"  (iii) a new definition of "Third Amendment Date" shall be inserted after the  definition of "Termination Date" in Clause 1.1 (Definitions):  ""Third Amendment Date" has the meaning given to the term  "Increase and Transfer Effective Date" in the 2021 Amendment  Agreement;"  





 






  Active 62328571.1    5     (iv) the reference in Clause 27.11(b) (Acquisitions) to "Clause 27.11(b)"  shall be replaced with "Clause 27.11(a)";  (v) the reference in Clause 27.12(b) (Joint ventures) to "Clause 27.12(b)"  shall be replaced with "Clause 27.12(a)";  (vi) the reference in Clause 27.18(b) (Arm's length basis) to "Clause 27.17"  shall be replaced with "Clause 27.18";  (vii) the first sentence of Clause 28 (Events of Default) shall be deleted in its  entirety and replaced with the following:  "Subject to Clause 28.20, each of the events or circumstances set out in  this Clause 28 is an Event of Default (save for Clauses 28.18, 28.19,  28.20 and 28.21)."  (viii) a new Clause 28.21 (Sanctions Provision) will be inserted immediately  after Clause 28.20 (Plan of Reorganization) as follows:  "28.21 Sanctions Provision  (a) In relation to each Lender that notifies the Agent  to this effect (each a "Restricted Lender"), any  provisions relating to any Sanctioned Person,  Sanctioned Country or Sanctions (the "Sanctions  Provisions") shall only apply for the benefit of  that Restricted Lender to the extent that such  Sanctions Provisions would not result in any  violation of, conflict with or liability under EU  Regulation (EC) 2271/96 or a similar anti-boycott  statute.   (b) In connection with any amendment, waiver,  determination or direction relating to any  Sanctions Provision to which a Restricted Lender  does not have the benefit pursuant to paragraph (a)  above, the relevant Revolving Facility  Commitments of that Restricted Lender will be  excluded for the purpose of determining whether  the consent of the Majority Lenders, the Majority  First Out Lenders, the Majority LILO Lenders,  Super Majority Lenders, Super Majority First Out  Lenders or Super Majority LILO Lenders has  been obtained or whether the determination or  direction by the Majority Lenders, the Majority  First Out Lenders, the Majority LILO Lenders,  Super Majority Lenders, Super Majority First Out  Lenders or Super Majority LILO Lenders has  been made.",  





 






  Active 62328571.1    6     with subsequent Clauses (and cross-references to them) being  renumbered accordingly;   (ix) Clause 31.5(c) (Resignation of a Guarantor) shall be deleted in its  entirety and replaced with the following:  "(c) In the case of resignation of a Guarantor pursuant to:  (i) Clause 31.5(a)(i), the resignation of that Guarantor shall  not be effective until the date of the relevant Third Party  Disposal at which time that company shall cease to be a  Guarantor and shall have no further rights or obligations  under the Finance Documents as a Guarantor; and   (ii) Clause 31.5(a)(ii) or Clause 31.5(a)(iii), the resignation  of that Guarantor shall not be effective until the date on  which the Agent has notified the Parent of its acceptance  of the applicable Resignation Letter in accordance with  Clause 31.5(b) above at which time that company shall  cease to be a Guarantor and shall have no further rights  or obligations under the Finance Documents as a  Guarantor."; and   (x) the table in Schedule 1 Part 2 (The Original Lenders) shall be deleted  and replaced with the table set out in Schedule 2 (Schedule 1 Part 2 (The  Original Lenders)) of this Deed and the applicable Revolving Facility  Commitments (other than LILO Tranche Commitments which shall not  be subject to any reallocation by this Deed) of the Lenders (other than  Deutsche Bank AG, New York Branch) shall be reallocated as US/UK  Tranche Commitments or Norwegian Tranche Commitments, as  applicable, such that they shall be as set out in such Schedule 2  (Schedule 1 Part 2 (The Original Lenders)) of this Deed.  Such  reallocation shall take effect on the Increase and Transfer Effective Date  notwithstanding any other provision of the Agreement and shall not be  counted as a reallocation of any Revolving Facility Commitments for  the purposes of Clause 5.7(c) of the Agreement nor require any separate  request.  On the date of this Deed any Revolving Facility Commitments  of Barclays Bank Ireland PLC that were previously designated as  Exclusive US/UK Tranche Commitments shall cease to be so  designated.  2.2 Consents  The Agent confirms that the consent of the all Lenders has been obtained for the  amendment of the Agreement effected by Clause 2.1, as required by Clause 42  (Amendments and waivers) of the Agreement.  





 






  Active 62328571.1    7     3. CONFIRMATIONS  3.1 Guarantee confirmations  Each of the Guarantors:   (a) consents to the amendment of the Agreement effected by Clause 2  (Amendment);  (b) confirms for the benefit of the Finance Parties that:  (i) its obligations as a Guarantor under Clause 23 (Guarantee and  indemnity) of the Agreement (the "Guaranteed Obligations") are not  discharged or (except as set out in Clause 3.1(b)(ii)) otherwise affected  by those amendments or the other provisions of this Deed and shall  accordingly continue in full force and effect; and  (ii) the Guaranteed Obligations shall after the Increase and Transfer  Effective Date extend to the obligations of each Obligor under the  Amended Agreement and under any other Finance Documents,  including the New Finance Documents.  3.2 Security Interest confirmations  Each of the Security Obligors:   (a) consents to the amendment of the Agreement effected by Clause 2  (Amendment); and  (b) confirms to the Security Agent for the benefit of the Secured Parties that:  (i) its obligations under, and the Security Interests granted by it in and  pursuant to, the Security Document(s) to which it is a party are not  discharged or (except as set out in Clause 3.2(b)(ii)) otherwise affected  by those amendments or the other provisions of this Deed and shall  accordingly remain in full force and effect; and  (ii) the Secured Obligations, including for the purposes of the Security  Documents, shall after the Increase and Transfer Effective Date, extend  to the obligations of each Obligor under the Amended Agreement and  under any other Finance Documents, including the New Finance  Documents.  4. FURTHER ASSURANCE  Each Guarantor and Security Obligor shall at the request of the Agent or the Security  Agent and at its own expense promptly execute (in such form as the Agent or Security  Agent may reasonably require) and do any document, act or thing which the Agent or  Security Agent, acting reasonably, considers necessary or appropriate to preserve,  perfect, protect or give effect to the consents, confirmations and undertakings provided  for in this Deed.  





 






  Active 62328571.1    8     5. REPRESENTATIONS  (a) Each Obligor Party makes the Repeating Representations on   (i) the date of this Deed; and   (ii) the Increase and Transfer Effective Date.  (b) In addition, each Obligor confirms that:  (i) no Default is existing or will occur immediately following the Increase;  and   (ii) the Increase will not cause any breach of the terms of any documentation  evidencing the Material Indebtedness.  6. RELATIONSHIP WITH OTHER FINANCE DOCUMENTS  6.1 Status  This Deed is designated by the Agent and the Parent (in its capacity as the Obligors'  Agent) as the 2021 Amendment Agreement and as a Finance Document for the  purposes of the Amended Agreement.  6.2 Continuing effect  Except to the extent of the amendments effected by Clause 2 (Amendment) the  Agreement shall continue in full force and effect.  6.3 No waiver  This Deed is not to be construed as waiving any right or remedy of any Finance Party.  The Agent, on behalf of each Finance Party, reserves any other rights and remedies  which any Finance Party may have from time to time under any Finance Document.  7. MISCELLANEOUS  The provisions of Clauses 1.4 (Third Party Rights), 38 (Notices), 40 (Partial invalidity),  41 (Remedies and waivers) and 49 (Counterparts) of the Amended Agreement shall  apply to this Deed as if set out in full again here, with such changes as are appropriate  to fit this context.  8. LAW AND JURISDICTION  8.1 Governing law  This Deed and any non-contractual obligations arising out of or in connection with it  are governed by, and shall be construed in accordance with, English law.  





 






  Active 62328571.1    9     8.2 Jurisdiction  (a) The courts of England have exclusive jurisdiction to settle any dispute arising  out of or in connection with this Deed (including a dispute relating to the  existence, validity or termination of this Deed or any non-contractual obligation  arising out of or in connection with this Deed) (a "Dispute").  (b) The Parties agree that the courts of England are the most appropriate and  convenient courts to settle Disputes and accordingly no Party will argue to the  contrary.  (c) This Clause 8.2 is for the benefit of the Finance Parties and Secured Parties  only.  As a result, no Finance Party or Secured Party shall be prevented from  taking proceedings relating to a Dispute in any other courts with jurisdiction.   To the extent allowed by law, the Finance Parties and Secured Parties may take  concurrent proceedings in any number of jurisdictions.  EXECUTION:  The Parties have shown their acceptance of the terms of this Deed by executing it at the end of  the Schedule.  





 






  Active 62328571.1    10     SCHEDULE 1  BORROWERS, GUARANTORS AND SECURITY OBLIGORS  Part 1  Borrowers  Name of Borrower Registration number (or equivalent),  jurisdiction of incorporation and  registered office (or equivalent)  Bristow Norway AS 967827363; Norway  Bristow Helicopters Limited 00551102; England and Wales  Bristow U.S. LLC  34574920K, Louisiana   Era Helicopters LLC 3866981, Delaware    Part 2  Guarantors  Name of Guarantor Registration number (or equivalent),  jurisdiction of incorporation and  registered office (or equivalent)  Bristow Group Inc. 3036451; Delaware  Bristow Norway AS 967827363; Norway  Bristow Helicopters Limited 00551102; England and Wales  Bristow U.S. LLC  34574920K, Louisiana   Era Helicopters LLC 3866981, Delaware    Part 3  Security Obligors  Name of Security Obligor Registration number (or equivalent),  jurisdiction of incorporation and  registered office (or equivalent)  Bristow Norway AS 967827363; Norway  Bristow Helicopters Limited 00551102; England and Wales  Bristow U.S. LLC  34574920K, Louisiana   





 






  Active 62328571.1    11     Era Helicopters LLC 3866981, Delaware      





 






  Active 62328571.1    12     SCHEDULE 2  SCHEDULE 1 PART 2 (THE ORIGINAL LENDERS)1  Name of  Original  Lender  US/UK  Tranche  Commitment  Norwegian  Tranche  Commitment  LILO   Tranche  Commitment   Aggregate  Letter of  Credit limit  Status (Non  Acceptable  L/C Lender:  Yes/No)  Treaty  Passport  Scheme  reference  number and  jurisdiction of  tax residence  (if applicable)  Barclays  Bank PLC  USD  12,500,000  – –  USD  30,000,000  No –  Barclays  Bank  Ireland  PLC  USD  2,500,000  USD  17,500,000  USD  5,000,000  – 12/B/306094/  DTTP  Ireland  Credit  Suisse  AG,  Cayman  Islands  Branch  USD  20,000,000  USD  17,500,000  – – – –  Deutsche  Bank AG,  New York  Branch  USD  10,000,000  – – – – 7/D/70006/  DTTP  Germany  Total USD  45,000,000  USD  35,000,000  USD  5,000,000              1 Note: This reflects the position as at the Third Amendment Date (after giving effect to the increases, transfers  and reallocations of Commitments that took effect on such date).   





 






    [Signature page to Deed of Amendment and Confirmation]    EXECUTION of Deed of Amendment and Confirmation  Parent    /s/ Joseph Pitzinger    Witness's signature:    /s/ Justin Mogford   Witness's name  (in capitals):    JUSTIN D. MOGFORD   Witness's address: 3151 Briarpark Drive,  Houston , Texas 77042         EXECUTED as a deed by Joseph Pitzinger,        Authorised Signatory duly authorised for  and on behalf of BRISTOW GROUP  INC. in the presence of:  ) )  )  )    





 






    [Signature page to Deed of Amendment and Confirmation]    Borrowers       /s/ Alan Corbett     Alan Corbett  Chairman of Board     EXECUTED as a deed by Alan Corbett,  Authorised Signatory, duly authorised for  and on behalf of BRISTOW NORWAY  AS:    )  )  )  )  Witness's signature: /s/ Audrey Smith   Witness's name  (in capitals):  AUDREY SMITH  Witness's address: c/o Bristow Helicopters   Dyce  AB21 0LQ  





 






    [Signature page to Deed of Amendment and Confirmation]           EXECUTED as a deed by Alan Corbett,  Authorised Signatory, duly authorised for  and on behalf of BRISTOW  HELICOPTERS LIMITED:    )  )  )  )      /s/ Alan Corbett  Witness's signature: /s/ Audrey Smith    Witness's name  (in capitals):  AUDREY SMITH   Witness's address: c/o Bristow Helicopters   Dyce  AB21 0LQ    





 






    [Signature page to Deed of Amendment and Confirmation]    EXECUTED as a deed by Joseph Pitzinger,  Authorised Signatory duly authorised for  and on behalf of BRISTOW U.S. LLC in  the presence of:  )  )  /s/ Joseph Pitzinger  )  )    Witness's signature:    /s/ Justin Mogford  Witness's name  (in capitals):    JUSTIN D. MOGFORD  Witness's address: 3151 Briarpark Drive,  Houston, Texas 77042       





 






    [Signature page to Deed of Amendment and Confirmation]    EXECUTED as a deed by Justin D. Mogford,  Authorised Signatory duly authorised for and  on behalf of ERA HELICOPTERS, LLC in  the presence of:  )  /s/ Justin D. Mogford  )  )      Witness's signature:    /s/ Lisa Newburn  Witness's name  (in capitals):    LISA NEWBURN  Witness's address: 3151 Briarpark Drive,  Houston, Texas, 77042       





 






    [Signature page to Deed of Amendment and Confirmation]    Guarantors  EXECUTED as a deed by Joseph Pitzinger,  Authorised Signatory, duly authorised for  and on behalf of BRISTOW GROUP INC.     )  /s/ Joseph Pitzinger  )  )  Witness's signature: /s/ Justin Mogford  Witness's name  (in capitals):  JUSTIN D. MOGFORD  Witness's address: 3151 Briarpark Drive,  Houston, Texas 77042       





 






    [Signature page to Deed of Amendment and Confirmation]    EXECUTED as a deed by Alan Corbett,  Authorised Signatory, duly authorised for  and on behalf of BRISTOW NORWAY  AS:    )  /s/ Alan Corbett  )  )  )  Alan Corbett    Chairman of the Board    Witness's signature: /s/ Audrey Smith  Witness's name  (in capitals):  AUDREY SMITH  Witness's address: c/o Bristow Helicopters,  Dyce,  AB21 0LQ       





 






    [Signature page to Deed of Amendment and Confirmation]      EXECUTED as a deed by Alan Corbett,  Authorised Signatory, duly authorised for  and on behalf of BRISTOW  HELICOPTERS LIMITED:    )  /s/ Alan Corbett  )  )  )  Witness's signature: /s/ Audrey Smith  Witness's name  (in capitals):  AUDREY SMITH  Witness's address: c/o Bristow Helicopters,  Dyce,  AB21 0LQ       





 






    [Signature page to Deed of Amendment and Confirmation]    EXECUTED as a deed by Joseph Pitzinger,  Authorised Signatory duly authorised for  and on behalf of BRISTOW U.S. LLC in  the presence of:  )  /s/ Joseph Pitzinger  )  )    Witness's signature: /s/ Justin Mogford  Witness's name  (in capitals):  JUSTIN D. MOGFORD  Witness's address: 3151 Briarpark Drive,  Houston, Texas 77042       





 






    [Signature page to Deed of Amendment and Confirmation]    EXECUTED as a deed by Justin D. Mogford,  Authorised Signatory duly authorised for and  on behalf of ERA HELICOPTERS, LLC in  the presence of:  )  /s/ Justin Mogford  )  )      Witness's signature:    /s/ Lisa Newburn  Witness's name  (in capitals):    LISA NEWBURN  Witness's address: 3151 Briarpark Drive,  Houston, Texas 77042       





 






    [Signature page to Deed of Amendment and Confirmation]    Security Obligors  EXECUTED as a deed by Alan Corbett,  Authorised Signatory, duly authorised for  and on behalf of BRISTOW NORWAY  AS:    )  /s/ Alan Corbett  )  )  )  Alan Corbett    Chairman of the Board    Witness's signature: /s/ Audrey Smith  Witness's name  (in capitals):  AUDREY SMITH  Witness's address: c/o Bristow Helicopters,  Dyce,  AB21 0LQ         





 






    [Signature page to Deed of Amendment and Confirmation]    EXECUTED as a deed by Alan Corbett,  Authorised Signatory, duly authorised for  and on behalf of BRISTOW  HELICOPTERS LIMITED:    )  /s/ Alan Corbett  )  )  )  Witness's signature: /s/ Audrey Smith  Witness's name  (in capitals):  AUDREY SMITH  Witness's address: c/o Bristow Helicopters,  Dyce,  AB21 0LQ         





 






    [Signature page to Deed of Amendment and Confirmation]    EXECUTED as a deed by Joseph Pitzinger,  Authorised Signatory duly authorised for  and on behalf of BRISTOW U.S. LLC in  the presence of:  )  /s/ Joseph Pitzinger  )  )      Witness's signature:    /s/ Justin Mogford  Witness's name  (in capitals):    JUSTIN D. MOGFORD  Witness's address: 3151 Briarpark Drive,  Houston, Texas 77042       





 






    [Signature page to Deed of Amendment and Confirmation]    EXECUTED as a deed by Justin D. Mogford,  Authorised Signatory duly authorised for and  on behalf of ERA HELICOPTERS, LLC in  the presence of:  )  /s/ Justin Mogford  )  )      Witness's signature:    /s/ Lisa Newburn  Witness's name  (in capitals):    LISA NEWBURN  Witness's address: 3151 Briarpark Drive,  Houston, Texas 77042       





 






    [Signature page to Deed of Amendment and Confirmation]    Agent  EXECUTED as a deed by Joseph Jordan,  Managing Director, duly authorised for and on  behalf of BARCLAYS BANK PLC in the  presence of:  )  /s/ Joseph Jordan  )  )  )  Witness's signature: /s/ Gursahib Anand   Witness's name GURSAHIB ANAND  (in capitals):    Witness's address: 910 Thompson Drive,     Bay Shore, NY 11706             





 






    [Signature page to Deed of Amendment and Confirmation]    Security Agent  EXECUTED as a deed by Joseph Jordan,  Managing Director, duly authorised for and on  behalf of BARCLAYS BANK PLC in the  presence of:  )  /s/ Joseph Jordan  )  )  )  Witness's signature: /s/ Gursahib Anand   Witness's name GURSAHIB ANAND  (in capitals):    Witness's address: 910 Thompson Drive,     Bay Shore, NY 11706