Exhibit 5 FIRST AMENDMENT TO RIGHTS AGREEMENT FIRST AMENDMENT (the "Amendment"), dated as of May 6, 1997, to the Rights Agreement, dated as of February 29, 1996 (the "Rights Agreement"), between Offshore Logistics, Inc., a Delaware corporation (the...Rights Agreement • May 7th, 1997 • Offshore Logistics Inc • Air transportation, nonscheduled • Delaware
TOIndenture • February 14th, 1997 • Offshore Logistics Inc • Air transportation, nonscheduled • New York
8. If any term or provision of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms and provisions of this Amendment, and of the Rights Agreement, shall remain...Rights Agreement • January 13th, 2003 • Offshore Logistics Inc • Air transportation, nonscheduled • Delaware
MASTER AGREEMENTMaster Agreement • January 3rd, 1997 • Offshore Logistics Inc • Air transportation, nonscheduled
RECITALSRegistration Rights Agreement • February 14th, 1997 • Offshore Logistics Inc • Air transportation, nonscheduled • New York
ARTICLE SUBJECT PAGE ------- -------------------------- ---- 1 Statement of Purpose 2 2 Recognition and Representation 3 3 Status of Agreement 5 4 Pilot Status 7 5 Seniority 8 6 Seniority Roster 10 7 Reductions in Workforce 11 8 Job Posting and...Collective Bargaining Agreement • June 29th, 1999 • Offshore Logistics Inc • Air transportation, nonscheduled • Alaska
BRISTOW GROUP, INC. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2008 • Bristow Group Inc • Air transportation, nonscheduled • New York
Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. J.P. Morgan Securities Inc. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
BRISTOW GROUP INC. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGE HERETO 7½% SENIOR NOTES DUE 2017 INDENTURE Dated as of June 13, 2007 As TrusteeIndenture • August 2nd, 2007 • Bristow Group Inc • Air transportation, nonscheduled • New York
BRISTOW GROUP INC. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO 8.75% SENIOR SECURED NOTES DUE 2023 INDENTURE Dated as of March 6, 2018 U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral AgentIndenture • March 6th, 2018 • Bristow Group Inc • Air transportation, nonscheduled • New York
This INDENTURE, dated as of March 6, 2018 (this “Indenture”), is entered into among Bristow Group Inc., a Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between Offshore Logistics, Inc., a Delaware corporation (the "Company") and George M. Small (the "Executive"), dated as of the lst day of August, 1997. The Board of Directors of the Company (the...Change of Control Employment Agreement • November 14th, 1997 • Offshore Logistics Inc • Air transportation, nonscheduled • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2010 • Bristow Group Inc • Air transportation, nonscheduled • Delaware
This Employment Agreement (this “Agreement”) is entered into by and between Bristow Group Inc., a Delaware corporation (the “Company”) and Jonathan E. Baliff, an individual (the “Executive”), executed the 12th day of September but effective as of the 11th day of October, 2010 (“Effective Date”). Except as otherwise provided herein, capitalized terms used herein shall have the meaning specified in Section 10.
Rights Agent Rights AgreementRights Agreement • March 6th, 1996 • Offshore Logistics Inc • Air transportation, nonscheduled • Delaware
SEPARATION AGREEMENT AND RELEASE IN FULLSeparation Agreement • July 6th, 2017 • Bristow Group Inc • Air transportation, nonscheduled • Texas
THIS SEPARATION AGREEMENT AND RELEASE IN FULL (the “Agreement”) is effective as of June 8, 2017 (the “Effective Date”), by and between Bristow Group Inc., a Delaware corporation (the “Company”), and William Collins (“Executive”).
REVOLVING CREDIT AGREEMENT dated as of August 3, 2006 among BRISTOW GROUP INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Syndication Agent WELLS FARGO BANK, NATIONAL ASSOCIATION as...Revolving Credit Agreement • August 9th, 2006 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2006, 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”).
AMENDED AND RESTATED SEVERANCE BENEFITS AGREEMENTSeverance Benefits Agreement • April 10th, 2012 • Bristow Group Inc • Air transportation, nonscheduled • Delaware
This Amended and Restated Severance Benefits Agreement (this “Agreement”) is entered into by and between Bristow Group Inc., a Delaware corporation (the “Company”), and Jeremy Akel, an individual (the “Employee”), effective as of the 10th day of April, 2012 (“Effective Date”). Except as otherwise provided herein, capitalized terms used herein shall have the meaning specified in Section 9.
FIRST SUPPLEMENTAL INDENTURE by and among BRISTOW GROUP INC., THE SUBSIDIARY GUARANTORS NAMED HEREIN and U. S. BANK NATIONAL ASSOCIATION as Trustee Dated as of June 17, 2008 Supplemental to Indenture Dated as of June 17, 2008 3.00% Convertible Senior...Supplemental Indenture • June 17th, 2008 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 17, 2008 (this “Supplemental Indenture”), is entered into among Bristow Group Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors signatory hereto, and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Original Indenture (as defined below).
TERM LOAN CREDIT AGREEMENT dated as of November 11, 2016 among BRISTOW U.S. LEASING LLC, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, LOMBARD NORTH CENTRAL PLC, as Administrative Agent, and LOMBARD NORTH CENTRAL PLC, as Security TrusteeTerm Loan Credit Agreement • November 14th, 2016 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS TERM LOAN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 11, 2016, by and among BRISTOW U.S. LEASING LLC, a Delaware limited liability company (“the “Borrower”), the several banks and other financial institutions and other lenders from time to time party hereto (the “Lenders” and each a “Lender”), LOMBARD NORTH CENTRAL PLC (“Lombard”), in its capacity as administrative agent for the Lenders (the “Administrative Agent”), and LOMBARD NORTH CENTRAL PLC, in its capacity as security trustee for the Lenders (the “Security Trustee”).
BRISTOW GROUP INC. COMMON STOCK PURCHASE AGREEMENT June 11, 2008Common Stock Purchase Agreement • June 17th, 2008 • Bristow Group Inc • Air transportation, nonscheduled • Delaware
FORM OF AIRCRAFT LEASE AGREEMENT (SN [See Schedule I]) dated as of December _______, 2005 (“Agreement”)Aircraft Lease Agreement • February 9th, 2006 • Bristow Group Inc • Air transportation, nonscheduled
This Agreement (together with all supplements, annexes, exhibits and schedules hereto hereinafter referred to as the “Lease”) is between CFS Air, LLC, with an office at 44 Old Ridgebury Road, Danbury, CT 06810 (together with its successors and assigns, if any “Lessor”) and Air Logistics, L.L.C., a limited liability company organized and existing under the laws of the State of Louisiana with its mailing address and chief place of business at 4605 Industrial Drive, New Iberia, LA 70560 (hereinafter called “Lessee”).
ContractSupplemental Indenture • May 23rd, 2018 • Bristow Group Inc • Air transportation, nonscheduled • New York
This FIFTH SUPPLEMENTAL INDENTURE, dated as of November 10, 2016 (this “Supplemental Indenture”), is entered into among Bristow Group Inc., a Delaware corporation (the “Company”), each of the parties identified under the caption “Existing Guarantors” on the signature pages hereto (the “Existing Guarantors”), the party identified under the caption “Additional Guarantor” on the signature pages hereto (the “Additional Guarantor” and, together with the Existing Guarantors, the “Guarantors”) and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
INDEMNITY AGREEMENT dated as of February 1, 2011, made between BRISTOW GROUP INC., a Delaware corporation (the “Company”), and Stephen King (“Indemnitee”).Indemnity Agreement • February 7th, 2011 • Bristow Group Inc • Air transportation, nonscheduled • Delaware
WHEREAS, the Company is aware that competent and experienced persons are increasingly reluctant to serve as directors, officers or agents of corporations unless they are protected by comprehensive liability insurance or indemnification, as a result of increased exposure to litigation costs and risks resulting from their service to such corporations, and because the exposure frequently bears no reasonable relationship to the compensation of such directors, officers and other agents;
FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • March 17th, 2014 • Bristow Group Inc • Air transportation, nonscheduled • New York
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”).
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • May 25th, 2016 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”), is made and entered into as of May 23, 2016, 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”).
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • December 28th, 2011 • Bristow Group Inc • Air transportation, nonscheduled • New York
SEVENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • November 5th, 2015 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), is made and entered into as of November 5, 2015, 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”).
BRISTOW GROUP INC. SUBSCRIPTION AGREEMENT (ROLLOVER EQUITY) Form ASubscription Agreement • November 9th, 2018 • Bristow Group Inc • Air transportation, nonscheduled • Texas
This Subscription Agreement (this “Agreement”), entered into effective as of the “Effective Date” (as defined below), is by and between Bristow Group Inc., a Delaware corporation (the “Company”), and [●] (“Employee”).
FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • April 20th, 2015 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), is made and entered into as of April 17, 2015, 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”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 5th, 2007 • Bristow Group Inc • Air transportation, nonscheduled • New York
This SUPPLEMENTAL INDENTURE, dated as of November 2, 2007 is among Bristow Group Inc., a Delaware corporation (the “Company”), each of the parties identified as Guarantors on the signature page hereto (the “Guarantors”), and U.S. Bank National Association, as Trustee.
BACKSTOP COMMITMENT AGREEMENT AMONG BRISTOW GROUP INC. AND THE COMMITMENT PARTIES PARTY HERETO Dated as of July 24, 2019Backstop Commitment Agreement • July 26th, 2019 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of July 24, 2019, is made by and among Bristow Group Inc., a Delaware corporation and the ultimate parent of each of the other Debtors (as the debtor in possession and a reorganized debtor, as applicable, the “Company”), on behalf of itself and each of the other Debtors (as defined below), on the one hand, and each Commitment Party (as defined below), on the other hand. The Company and each Commitment Party are referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • November 6th, 2019 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS TERM LOAN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2019, by and among BRISTOW GROUP INC., a Delaware corporation (“Holdings” and the “Lead Borrower”), BRISTOW HOLDINGS COMPANY LTD. III, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Co-Borrower”), each of the other Persons identified on Schedule I (the “Guarantors”), the several financial institutions and lenders from time to time party hereto (the “ Lenders”) and ANKURA TRUST COMPANY, LLC, in its capacity as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
4,000,000 SHARES BRISTOW GROUP INC. MANDATORY CONVERTIBLE PREFERRED STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2006 • Bristow Group Inc • Air transportation, nonscheduled • New York
Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
SEPARATION AGREEMENT AND RELEASESeparation Agreement • June 26th, 2012 • Bristow Group Inc • Air transportation, nonscheduled • Texas
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made by and between BRISTOW GROUP, INC., a Delaware corporation (“Company”), and RANDALL A. STAFFORD (“Executive”) this 25th day of June, 2012 (“Effective Date”). Company and Executive are sometimes referred to collectively as the “Parties” or individually as a “Party”.
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of November 22, 2010 among BRISTOW GROUP INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A. as...Revolving Credit and Term Loan Agreement • February 2nd, 2011 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of November 22, 2010, 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 and BANK OF AMERICA, N.A., as Co-Syndication Agents (collectively, the “Syndication Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, REGIONS BANK, and BBVA COMPASS as Co-Documentation Agents (collectively, the “Documentation Agent”).
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • May 2nd, 2013 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), is made and entered into as of April 29, 2013, 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”).
SIXTH SUPPLEMENTAL INDENTURE by and among BRISTOW GROUP INC., THE SUBSIDIARY GUARANTORS NAMED HEREIN and U. S. BANK NATIONAL ASSOCIATION as Trustee Dated as of December 18, 2017 Supplemental to Indenture Dated as of June 17, 2008 4.50% Convertible...Supplemental Indenture • December 18th, 2017 • Bristow Group Inc • Air transportation, nonscheduled • New York
THIS SIXTH SUPPLEMENTAL INDENTURE dated as of December 18, 2017 (this “Supplemental Indenture”), is entered into among Bristow Group Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors signatory hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Original Indenture (as defined below).
