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 Guara
|
