EX-10.1


 Exhibit 10.1 

Execution Version 

FOURTH AMENDMENT TO AMENDED AND RESTATED 

REVOLVING CREDIT AND TERM LOAN AGREEMENT 

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), is
made and entered into as of March 14, 2014, by and among BRISTOW GROUP INC., a Delaware corporation (the “Borrower”), the Lenders party hereto and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders
(the “Administrative Agent”). 
 W I T N E S S E T H: 

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a certain Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of November 22, 2010 (as amended by that certain First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 22, 2011, as further amended by that certain Second Amendment to
Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 1, 2012, as further amended by that certain Third Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April 29, 2013,
and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the
Credit Agreement), pursuant to which the Lenders have made certain financial accommodations available to the Borrower; 
 WHEREAS, the
Borrower has proposed to (i) extend the Revolving Commitment Termination Date and the Maturity Date to April 29, 2019 and (ii) amend certain other provisions of the Credit Agreement, and subject to the terms and conditions hereof, the
Lenders are willing to do so as hereinafter set forth; and 
 WHEREAS, the Borrower has requested that Bank of America, N.A., SunTrust Bank
and Credit Suisse AG, Cayman Islands Branch (each an “Assignor” and collectively, the “Assignors”) assign a portion of their respective Revolving Commitments and Revolving Loans (but not a
proportionate share of their respective Term Loans) which are outstanding on the Fourth Amendment Effective Date (as defined herein) to Trustmark National Bank (the “Assignee”), and notwithstanding the provisions of
Section 10.4(b)(ii) of the Credit Agreement to the contrary, the Borrower and Lenders desire to consent to such assignment of Revolving Commitments without a corresponding proportionate assignment by the Assignors of any of their respective
portions of the Term Loan. 
 NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are
acknowledged, the parties hereto agree as follows: 
 1. Defined Terms. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Credit Agreement. 






 2. Amendments to the Credit Agreement. 

(a) Section 1.1 of the Credit Agreement is hereby amended by replacing the definitions of “Loan Documents”, “Maturity
Date” and “Revolving Commitment Termination Date” in their entirety with the following definitions: 

“Loan Documents” shall mean, collectively, this Agreement, the Notes (if any), the LC Documents, the Fee
Letter, the Commitment Increase Fee Letter, the Fourth Amendment Fee Letter, the Subsidiary Guaranty Agreement, the Security Documents, all Notices of Borrowing, all Notices of Conversion/Continuation, all Compliance Certificates, all landlord
waivers and consents, bailee agreements and any and all other instruments, and agreements, executed in connection with any of the foregoing. 

“Maturity Date” shall mean, with respect to the Term Loans, the earlier of (i) April 29, 2019 and
(ii) the date on which the principal amount of all outstanding Term Loans have been declared or automatically have become due and payable (whether by acceleration or otherwise). 

“Revolving Commitment Termination Date” shall mean the earliest of (i) April 29, 2019, (ii) the
date on which the Revolving Commitments are terminated pursuant to Section 2.8 and (iii) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable (whether by
acceleration or otherwise). 
 (b) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions to such
section in the appropriate alphabetical order: 
 “Fourth Amendment Fee Letter” shall mean that certain Fee
Letter, dated as of February 28, 2014, among the Administrative Agent, SunTrust Robinson Humphrey, Inc. and the Borrower. 

“Fourth Amendment Effective Date” shall mean March 14, 2014. 

(c) Section 2.9 of the Credit Agreement is hereby amended by replacing clause (b) of such Section in its entirety with the
following: 
 (b) The Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender
that has advanced Term Loans, the then unpaid aggregate principal amount of the Term Loans on the last day of each fiscal quarter occurring during the period from June 30, 2014 through March 31, 2019, in the amounts set forth on
Schedule 2.9 (and on such other date(s) and in such other amounts as may be required from time to time pursuant to this Agreement); provided that, to the extent not previously paid, the aggregate unpaid principal balance of the Term Loans
shall be due and payable on the Maturity Date. 
 (d) Section 7.4 of the Credit Agreement is hereby amended by replacing clause
(f) of such Section in its entirety with the following: 
 (f) Investments set forth on Schedule 7.4 and existing
on the Fourth Amendment Effective Date in an aggregate amount equal to the amount outstanding on the Fourth Amendment Effective Date as shown on such Schedule 7.4; and 






 (e) Section 7.5 of the Credit Agreement is hereby amended by replacing clause
(v) thereof in its entirety with the following: 
 (v) so long as no Event of Default has occurred and is continuing or
would result therefrom, dividends paid in cash or other property in respect of Capital Stock and other purchases, redemptions, retirements, defeasances or other acquisitions of, any shares of Capital Stock for cash or other property 

(f) Section 7.6 of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following: 

Section 7.6 Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to (i) convey, sell,
lease, assign, transfer or otherwise dispose of, any of the Borrower’s assets or property, whether now owned or hereafter acquired, to any Person other than, so long as no Default or Event of Default has occurred and is continuing or would
result therefrom, a Wholly Owned Subsidiary, (ii) in the case of any Subsidiary that is a Wholly Owned Subsidiary, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets or property, whether now owned or hereafter
acquired, to any Person other than, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower or any Wholly Owned Subsidiary, (iii) in the case of any Subsidiary that is not a Wholly Owned
Subsidiary, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets or property, whether now owned or hereafter acquired, to any Person other than the Borrower or any Subsidiary of the Borrower or (iv) in the case of
any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or any of the Borrower’s Subsidiaries (or to qualify directors if required by applicable law), in each case of clauses
(i) through (iv), other than (a) sale-lease back transactions permitted by this Agreement, (b) Designated Asset Sales, (c) sales, leases and charters of inventory, equipment or other assets in the ordinary course of business and
(d) sales, dispositions and other transactions permitted pursuant to Sections 7.3, 7.4 and 7.5 above. 
 (g) Section 7.7 of the
Credit Agreement is hereby amended as follows: 
 (i) to delete the word “and” before clause (c) and add a
comma after the phrase “any other Affiliates” in clause (b); and 
 (ii) to add the following clause (d) to
the end of such Section: 
 and (d) Investments permitted by Section 7.4, so long as any Investment by the Borrower or a Wholly
Owned Subsidiary in a Subsidiary that is not a Wholly Owned Subsidiary is made on terms and conditions that, taken as a whole, are not less favorable to the Borrower or such affected Wholly Owned Subsidiary than could be obtained on an
arm’s-length basis from unrelated third parties. 
 (h) Schedule II to the Credit Agreement is hereby amended by replacing such
Schedule in its entirety with Schedule II set forth on Exhibit A attached hereto. 
 (i) Schedule 2.9 to the Credit Agreement is
hereby amended by replacing such Schedule in its entirety with the Schedule 2.9 set forth on Exhibit B attached hereto. 






 (j) Schedule 7.4 to the Credit Agreement is hereby amended by replacing such Schedule in its
entirety with the Schedule 7.4 set forth on Exhibit C attached hereto. 
 3. Conditions to Effectiveness of this
Amendment. It is understood and agreed that this Amendment shall become effective on the date (the “Effective Date”) when the Administrative Agent shall have received (i) such fees as the Borrower has previously
agreed to pay on or prior to the date that this Amendment becomes effective to the Administrative Agent or any of its affiliates in connection with this Amendment, including without limitation the fees payable pursuant to the Fourth Amendment Fee
Letter (including without limitation fees payable thereunder to the Administrative Agent for the account of each Lender that executes this Amendment), (ii) reimbursement or payment of its reasonable out-of-pocket costs and expenses incurred in
connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent) for which invoices (including estimated expenses) have been presented
to the Borrower at least two (2) days before the Effective Date unless otherwise agreed by the Borrower and the Administrative Agent, and (iii) each of the following documents: 

(a) executed counterparts to this Amendment from the Borrower and each Lender; 

(b) an instrument, executed by each Loan Party, pursuant to which such Loan Party reaffirms its obligations under the Security Agreement, the
Subsidiary Guaranty Agreement and the Pledge Agreement; 
 (c) a certificate of the Secretary or Assistant Secretary of the Borrower,
attaching and certifying copies of its bylaws and of the resolutions of its board of directors, authorizing the execution, delivery and performance of this Amendment, and certifying the name, title and true signature of each officer of the Borrower
executing the Amendment on behalf of the Borrower; 
 (d) a certified copy of the certificate of incorporation of the Borrower, together
with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a
foreign corporation where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; 
 (e) a
certificate, dated the Fourth Amendment Effective Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan
Documents are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date and (z) since March 31, 2013, there shall have been no change which has had or
could reasonably be expected to have a Material Adverse Effect; 
 (f) a favorable written opinion of Baker Botts L.L.P., counsel to the
Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Amendment and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably
request; 
 (g) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to
be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or any of the transactions contemplated
thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding
the Amendment shall be ongoing; and 






 (h) an Assignment and Assumption with respect to each Assignor, duly executed and delivered by
the applicable Assignor, Assignee, Administrative Agent, Issuing Bank and Borrower. 
 4. Consent. Notwithstanding anything to
the contrary contained in Section 10.4(b)(ii) of the Credit Agreement, each of the parties hereto hereby (a) consents to the assignment by each Assignor of $500,000 of such Assignor’s Revolving Commitment and Revolving Loans to
Assignee (such that Assignee’s aggregate Revolving Commitment shall increase by $1,500,000), and (b) agrees that no Assignor shall be obligated to undertake a corresponding assignment of any of its outstanding portion of the Term Loan.

 5. Representations and Warranties. To induce the Lenders to enter into this Amendment, the Borrower hereby represents and
warrants to the Lenders as follows: 
 (a) The execution and delivery by the Borrower of this Amendment are within the Borrower’s
organizational powers and have been duly authorized by all necessary organizational action; 
 (b) The execution, delivery and performance
by the Borrower of this Amendment (i) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect,
(ii) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a default under any indenture, material
agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (iv) will not
result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries prohibited under the Loan Documents; 

(c) This Amendment has been duly executed and delivered for the benefit of the Borrower and constitutes a legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies in
general; and 
 (d) After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the
other Loan Documents are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, and no Default or Event of Default has occurred and is continuing as of the date
hereof. 
 (e) Since March 31, 2013, there has not occurred any event that has had or could reasonably be expected to have, a Material
Adverse Effect. 
 6. Effect of Amendment. Except as set forth expressly herein, all terms of the Credit Agreement, as amended
hereby, and the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the 






 
Borrower (to the extent that the Borrower is a party thereto) to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. This Amendment shall constitute a Loan Document for all
purposes of the Credit Agreement. 
 7 Governing Law. This Amendment shall be governed by, and construed in accordance with,
the internal laws of the State of New York and all applicable federal laws of the United States of America. 
 8. No Novation.
This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto. 

9. Costs and Expenses. The Borrower agrees to pay on demand all reasonable, out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

 10. Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate
counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic
mail in .pdf form shall be as effective as delivery of a manually executed counterpart hereof. 
 11. Binding Nature. This
Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns. 

12. Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set
forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto. 
 [Signature Pages
To Follow] 






 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, under seal
in the case of the Borrower, by their respective authorized officers as of the day and year first above written. 
  

			
	BORROWER:
	
	BRISTOW GROUP INC.
		
	By:	 	 /s/ Joseph A. Baj

	Name:	 	Joseph A. Baj
	Title:	 	Vice President and Treasurer


 [Signature Page to Fourth Amendment] 







			
	LENDERS:
	
	SUNTRUST BANK, individually and as
	 Administrative Agent, Swingline Lender and

Issuing Bank

		
	By:	 	 /s/ Yann Pirio

	Name:	 	Yann Pirio
	Title:	 	Managing Director


 [Signature Page to Fourth Amendment] 







			
	AMEGY BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ James Day

	Name:	 	James Day
	Title:	 	Vice President


 [Signature Page to Fourth Amendment] 







			
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Gary L. Mingle

	Name:	 	Gary L. Mingle
	Title:	 	Senior Vice-President


 [Signature Page to Fourth Amendment] 






 
			
	BRANCH BANKING AND TRUST COMPANY
		
	By:	 	 /s/ Elizabeth Willis

	Name:	 	Elizabeth Willis
	Title:	 	Assistant Vice President



  
 [Signature Page to Fourth
Amendment] 







 
			
	CITIBANK, N.A.
		
	By:	 	 /s/ Eamon Baqui

	Name:	 	Eamon Baqui
	Title:	 	Vice President



  
 [Signature Page to Fourth
Amendment] 







 
			
	COMPASS BANK
		
	By:	 	 /s/ Collis Sanders

	Name:	 	Collis Sanders
	Title:	 	Executive Vice President



  
 [Signature Page to Fourth
Amendment] 







 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
		
	By:	 	 /s/ Nupur Kumar

	Name:	 	Nupur Kumar
	Title:	 	Director
		
	By:	 	 /s/ Samuel Miller

	Name:	 	Samuel Miller
	Title:	 	Authorized Signatory



  
 [Signature Page to Fourth
Amendment] 







 
			
	HSBC BANK USA, N.A.
		
	By:	 	 /s/ Jay Fort

	Name:	 	Jay Fort
	Title:	 	Senior Vice President



  
 [Signature Page to Fourth
Amendment] 







 
			
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Thomas Okamoto

	Name:	 	Thomas Okamoto
	Title:	 	Authorized Officer



  
 [Signature Page to Fourth
Amendment] 







 
			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ John Berry

	Name:	 	John Berry
	Title:	 	Vice President



  
 [Signature Page to Fourth
Amendment] 







 
			
	REGIONS BANK
		
	By:	 	 /s/ David Valentine

	Name:	 	David Valentine
	Title:	 	Vice President



  
 [Signature Page to Fourth
Amendment] 







 
			
	TRUSTMARK NATIONAL BANK
		
	By:	 	 /s/ Jeff Deutsch

	Name:	 	Jeff Deutsch
	Title:	 	Senior Vice President



  
 [Signature Page to Fourth
Amendment] 







 
			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Steven Dixon

	Name:	 	Steven Dixon
	Title:	 	Vice President



  
 [Signature Page to Fourth
Amendment] 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Christina Faith

	Name:	 	Christina Faith
	Title:	 	Director



  
 [Signature Page to Fourth
Amendment] 







 
			
	WHITNEY BANK,
	individually and as Issuing Bank
		
	By:	 	 /s/ William Hendrix

	Name:	 	William Hendrix
	Title:	 	Sr Vice President



  
 [Signature Page to Fourth
Amendment] 







 Exhibit A 

Schedule II to Credit Agreement 

COMMITMENT AMOUNTS 
  

					
	 Lender
	  	 Revolving Loan
Commitment
	 
	 SunTrust Bank
	  	$	27,000,000.00	  
	 Bank of America
	  	$	27,000,000.00	  
	 JP Morgan
	  	$	25,000,000.00	  
	 Regions
	  	$	25,000,000.00	  
	 Wells Fargo
	  	$	25,000,000.00	  
	 Compass Bank
	  	$	25,000,000.00	  
	 Credit Suisse
	  	$	27,000,000.00	  
	 HSBC Bank USA, N.A.
	  	$	25,000,000.00	  
	 Whitney Bank
	  	$	25,000,000.00	  
	 U.S. Bank
	  	$	25,000,000.00	  
	 PNC Bank
	  	$	25,000,000.00	  
	 Amegy Bank
	  	$	18,000,000.00	  
	 BB&T
	  	$	18,000,000.00	  
	 Citibank
	  	$	18,000,000.00	  
	 Trustmark
	  	$	15,000,000.00	  
		  	  
	  
	 
	 TOTAL:
	  	$	350,000,000.00	  
		  	  
	  
	 







 Exhibit B 

Schedule 2.9 to Credit Agreement 

TERM LOAN AMORTIZATION 
  

					
	 Payment Date
	  	Amount	 
	 June 30, 2014
	  	$	1,135,828.13	  
	 September 30, 2014
	  	$	1,135,828.13	  
	 December 31, 2014
	  	$	1,135,828.13	  
	 March 31, 2015
	  	$	1,135,828.13	  
	 June 30, 2015
	  	$	2,271,656.25	  
	 September 30, 2015
	  	$	2,271,656.25	  
	 December 31, 2015
	  	$	2,271,656.25	  
	 March 31, 2016
	  	$	2,271,656.25	  
	 June 30, 2016
	  	$	4,543,312.50	  
	 September 30, 2016
	  	$	4,543,312.50	  
	 December 31, 2016
	  	$	4,543,312.50	  
	 March 31, 2017
	  	$	4,543,312.50	  
	 June 30, 2017
	  	$	5,679,140.63	  
	 September 30, 2017
	  	$	5,679,140.63	  
	 December 31, 2017
	  	$	5,679,140.63	  
	 March 31, 2018
	  	$	5,679,140.63	  
	 June 30, 2018
	  	$	7,098,925.78	  
	 September 30, 2018
	  	$	7,098,925.78	  
	 December 31, 2018
	  	$	7,098,925.78	  
	 March 31, 2019
	  	$	7,098,925.78	  
	 April 29, 2019
	  	$	144,250,171.84	  







 Exhibit C 

Schedule 7.4 to Credit Agreement 

EXISTING INVESTMENTS 

as of December 31, 2013 

($ in thousands) 
  

													
	 Asset
	  	Borrower	 	  	Guarantors	 	  	Non-Guarantors	 
	 Intercompany Investment

[eliminate on consolidation]
	  	$	 1,275,114	  	  	$	 111,435	  	  	$	—  	  
	 Investment in Unconsolidated Affiliates
	  	$	—  	  	  	$	—  	  	  	$
 	 
255,267	  
  
	 Intercompany Notes Receivable

[eliminate on consolidation]
	  	$	 1,329,124	  	  	$	—  	  	  	$	—