ex10-2w060407ar2.htm


    


    Exhibit
      10.2

     

    


     

    FIRST
      AMENDMENT TO

     

    LETTER
      OF CREDIT FACILITY AGREEMENT

     

    THIS
      FIRST AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT (this
“Amendment”), is made and entered into as of
      May 17, 2007, by and among BRISTOW GROUP INC., a Delaware
      corporation (the “Borrower”), the several banks and other financial
      institutions and lenders from time to time party hereto (the “Lenders”),
      SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the
      “Administrative Agent”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
      as issuing bank (the “Issuing Bank”) and as Syndication Agent (the
“Syndication Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
      Documentation Agent (the “Documentation 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
      Letter of Credit Facility Agreement, dated as of August 3, 2006 (as amended,
      restated, supplemented or otherwise modified from time to time, the
“Agreement”; capitalized terms used herein and not
      otherwise defined shall have the meanings assigned to such terms in the
      Agreement), pursuant to which the Lenders have made certain financial
      accommodations available to the Borrower;

     

    WHEREAS,
      the Borrower has requested that the Lenders and the Administrative Agent amend
      certain provisions of the Agreement, and subject to the terms and conditions
      hereof, the Lenders are willing to do so;

     

    NOW,
      THEREFORE, for good and valuable consideration, the sufficiency and receipt
      of
      all of which are acknowledged, the Borrower, the Lenders and the Administrative
      Agent agree as follows:

     

    1.  Amendments.

     

      Section
      7.1(f) of the Agreement is hereby amended by replacing “$200,000,000” with
“$325,000,000”.

     

    2.  Conditions
      to Effectiveness of this Amendment.  Notwithstanding any
      other provision of this Amendment and without affecting in any manner the rights
      of the Lenders hereunder, it is understood and agreed that this Amendment shall
      not become effective, and the Borrower shall have no rights under this
      Amendment, until the Administrative Agent shall have received
      (i) reimbursement or payment of its costs and expenses incurred in
      connection with this Amendment or the Agreement (including reasonable fees,
      charges and disbursements of King & Spalding LLP, counsel to the
      Administrative Agent), and (ii) executed counterparts to this Amendment
      from the Borrower, each of the Guarantors and the Lenders.

     

    3.  Representations
      and Warranties.  To induce the Lenders and the
      Administrative Agent to enter into this Amendment, each Loan Party hereby
      represents and warrants to the Lenders and the Administrative
      Agent:

     

      Each
      Loan
      Party (i) is duly organized, validly existing and in good standing as a
      corporation, partnership or limited liability company under the laws of the
      jurisdiction of its organization, (ii) has all requisite power and
      authority to carry on its business as now conducted, and (iii) is duly
      qualified to do business, and is in good standing, in each jurisdiction where
      such qualification is required, except where a failure to be so qualified would
      not reasonably be expected to result in a Material Adverse Effect;

     

      The
      execution, delivery and performance by each Loan Party of this Amendment
      (i) are within such Loan Party’s organizational powers and have been duly
      authorized by all necessary organizational, and if required, shareholder,
      partner or member, action, (ii) 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,
      (iii) will not violate any Requirements of Law applicable to Borrower or
      any of its Subsidiaries or any judgment, order or ruling of any Governmental
      Authority, (iv) 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 (v) will not result in the creation or imposition of any
      Lien on any asset of the Borrower or any of its Subsidiaries, except Liens
      (if
      any) created under the Loan Documents;

     

      This
      Amendment has been duly executed and delivered for the benefit of or on behalf
      of each Loan Party and constitutes a legal, valid and binding obligation of
      each
      Loan Party, enforceable against such Loan Party 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

     

      After
      giving effect to this Amendment, the representations and warranties contained
      in
      the Agreement and the other Loan Documents are true and correct in all material
      respects, and no Default or Event of Default has occurred and is continuing
      as
      of the date hereof.

     

    4.  Reaffirmations
      and Acknowledgments.

     

      Reaffirmation
      of Guaranty.  Each Guarantor consents to the execution and
      delivery by the Borrower of this Amendment and jointly and severally ratify
      and
      confirm the terms of the Subsidiary Guaranty Agreement with respect to the
      indebtedness now or hereafter outstanding under the Agreement as amended hereby
      and all promissory notes issued thereunder. Each Guarantor acknowledges that,
      notwithstanding anything to the contrary contained herein or in any other
      document evidencing any indebtedness of the Borrower to the Lenders or any
      other
      obligation of the Borrower, or any actions now or hereafter taken by the Lenders
      with respect to any obligation of the Borrower, the Subsidiary Guaranty
      Agreement (i) is and shall continue to be a primary obligation of the
      Guarantors, (ii) is and shall continue to be an absolute, unconditional,
      joint and several, continuing and irrevocable guaranty of payment, and
      (iii) is and shall continue to be in full force and effect in accordance
      with its terms.  Nothing contained herein to the contrary shall
      release, discharge, modify, change or affect the original liability of the
      Guarantors under the Subsidiary Guaranty Agreement.

     

      Acknowledgment
      of Perfection of Security Interest.  Each Loan Party hereby
      acknowledges that, as of the date hereof, the security interests and liens
      granted to the Administrative Agent and the Lenders under the Agreement and
      the
      other Loan Documents are in full force and effect, are properly perfected and
      are enforceable in accordance with the terms of the Agreement and the other
      Loan
      Documents.

     

    5.  Effect
      of Amendment.  Except as set forth expressly herein, all
      terms of the 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 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 Agreement, nor
      constitute a waiver of any provision of the Agreement.  This Amendment
      shall constitute a Loan Document for all purposes of the Agreement.

     

    6.  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.

     

    7.  No
      Novation.  This Amendment is not intended by the parties
      to be, and shall not be construed to be, a novation of the Agreement or an
      accord and satisfaction in regard thereto.

     

    8.  Costs
      and Expenses.  The Borrower agrees to pay on demand all
      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.

     

    9.  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.

     

    10.  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.

     

    11.  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]


    
      
              

                  52990-015776/4551026      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


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

     

    BORROWER:

    


    BRISTOW
      GROUP INC.

    


    


    By:           

    Name:

    Title:

    


    GUARANTORS:

    


    AIR
      LOGISTICS, L.L.C.

    


    


    By:           

    Name:

    Title:

    


    AIR
      LOGISTICS OF ALASKA, INC.

    


    


    By:           

    Name:

    Title:

    


    GRASSO
      CORPORATION

    


    


    By:           

    Name:

    Title:

    


    GRASSO
      PRODUCTION                                                                MANAGEMENT,
      INC.

    


    


    By:           

    Name:

    Title:

    


    


    MEDIC
      SYSTEMS, INC.

    


    


    By:           

    Name:

    Title:

    


    AIRLOG
      INTERNATIONAL, LTD.

    


    


    By:           

    Name:

    Title:


    
      
              

                  [SIGNATURE
            PAGE TO FIRST AMENDMENT TO LETTER OF CREDIT FACILITY
            AGREEMENT]      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LENDERS:

    


    SUNTRUST
      BANK

    as
      Administrative Agent and as a Lender

    


    


    


    By                                                                           

    Name:

    Title:

    



    
      
              

                  [SIGNATURE
            PAGE TO FIRST AMENDMENT TO LETTER OF CREDIT FACILITY
            AGREEMENT]      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    JP
      MORGAN CHASE BANK, NATIONAL ASSOCIATION, as Issuing Bank, as Syndication Agent
      and as a Lender

    


    


    


    By                                                                           

    Name:

    Title:

    



    
      
              

                  [SIGNATURE
            PAGE TO FIRST AMENDMENT TO LETTER OF CREDIT FACILITY
            AGREEMENT]      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION as Documentation Agent and as a
      Lender

    


    


    


    By                                                                           

    Name:

    Title:


    
      
              

                  [SIGNATURE
            PAGE TO FIRST AMENDMENT TO LETTER OF CREDIT FACILITY
            AGREEMENT]      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    WHITNEY
      NATIONAL BANK, as a Lender

    


    


    


    By

    Name:

    Title:


    
      
              

                  [SIGNATURE
            PAGE TO FIRST AMENDMENT TO LETTER OF CREDIT FACILITY
            AGREEMENT]      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    BANK
      OF AMERICA, N.A., as a Lender

    


    


    


    By

    Name:

    Title:

    


     


    
      
              

                  [SIGNATURE
            PAGE TO FIRST AMENDMENT TO LETTER OF CREDIT FACILITY
            AGREEMENT]