EXHIBIT 10.54
Execution Version
SECOND
AMENDMENT TO
REVOLVING
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
“ Amendment
”), is made and entered into as of November 6, 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 ”), as issuing bank (the “ Issuing Bank
”) and as swingline lender (the “ Swingline
Lender ”) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as
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 Revolving Credit Agreement, dated as of
August 3, 2006 (as 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; and
WHEREAS,
the Borrower has requested that the Lenders and the
Administrative Agent amend certain provisions of the Credit
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 Credit Agreement is hereby amended by
replacing “$325,000,000” with
“$375,000,000”.
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 Credit 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
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