Exhibit 10.3
Execution Version
THIRD AMENDMENT TO
LETTER OF CREDIT FACILITY AGREEMENT
THIS THIRD AMENDMENT TO LETTER OF
CREDIT FACILITY AGREEMENT (this “ Amendment
”), is made and entered into as of June 5, 2008, 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; and
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
“$375,000,000” with “$625,000,000”.
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
