Contract
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AMENDMENT NO. 4 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT
FACILITY AGREEMENT
THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED SENIOR SECURED
REVOLVING CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of the 7th day of
March, 2018, by and among ERA GROUP INC., a corporation incorporated under the laws of the State of
Delaware (hereinafter called the “Borrower”), the other Security Parties signatory hereto, SUNTRUST
BANK, as administrative agent (the “Administrative Agent”), and the Lenders signatory hereto, and
amends and is supplemental to the Amended and Restated Senior Secured Revolving Credit Facility
Agreement, dated March 31, 2014 (as amended by that certain Amendment No. 1 to Amended and
Restated Senior Secured Revolving Credit Facility Agreement, dated May 18, 2015, as further amended
by that certain Consent and Amendment No. 2 to Amended and Restated Senior Secured Revolving
Credit Facility Agreement, dated March 4, 2016, and as further amended by that certain Consent and
Amendment No. 3 to Amended and Restated Senior Secured Revolving Credit Facility Agreement, dated
October 27, 2016, the “Original Agreement”, and as further amended and supplemented hereby, the
“Agreement”).
W I T N E S S E T H T H A T:
WHEREAS, pursuant to the Original Agreement, the Lenders have agreed to provide to the
Borrower a revolving credit facility in the amount of Two Hundred Million Dollars ($200,000,000),
including Letters of Credit not to exceed Fifty Million Dollars ($50,000,000) in the aggregate and a
Swing Line Facility not to exceed Twenty Five Million Dollars ($25,000,000), as such facility amount
may be increased as provided therein;
WHEREAS, pursuant to the Amendment, the Lenders have agreed to reduce the revolving credit
facility to the amount of One Hundred Twenty-Five Million Dollars ($125,000,000), including Letters of
Credit not to exceed Fifty Million Dollars ($50,000,000) in the aggregate and a Swing Line Facility not to
exceed Twenty Five Million Dollars ($25,000,000), as such facility amount may be increased as provided
therein;
WHEREAS, as of and after the date of this Amendment, the following will be deemed to be the
“Joint Lead Arrangers” with respect to the loan facility pursuant to the Agreement: SunTrust Xxxxxxxx
Xxxxxxxx, Inc., JPMorgan Chase Bank, N.A. and Regions Bank; and
WHEREAS, the Lenders and the other parties hereto have agreed to amend, the Original
Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and such other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged by the parties, it is hereby
agreed as follows:
1. Definitions. Unless otherwise defined herein, words and expressions defined in the
Original Agreement have the same meanings when used herein, including in the recitals hereto.
2. Representations and Warranties. Each of the Security Parties hereby reaffirms, as of the
date hereof and after giving effect to this Amendment, each and every representation and warranty made
by it in the Original Agreement, the Notes, the Security Documents and the other Loan Documents except
for representations and warranties, if any, given as of a specified date, which shall be true and correct as
of such specified date. Additionally, each of the Security Parties hereby represents and warrants that this
Amendment has been duly executed and delivered for the benefit of or on behalf of such Security Party
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which the financial statements and Compliance Certificate for the Fiscal Quarter ending June 30,
2014 are required to be delivered shall be at Level VI as set forth in the Pricing Grid.
Notwithstanding the foregoing, the Applicable Margin from the Amendment No. 4 Effective Date
until the date by which the financial statements and Compliance Certificate for the Fiscal Quarter
ending March 31, 2018 are required to be delivered shall be at Level I as set forth in the Pricing
Grid. In the event that any financial statement or Compliance Certificate delivered hereunder is
shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a
higher Applicable Margin based upon the Pricing Grid (the “Accurate Applicable Margin”) for
any period that such financial statement or Compliance Certificate covered, then (i) the Borrower
shall immediately deliver to the Administrative Agent a correct financial statement or
Compliance Certificate, as the case may be, for such period, (ii) the Applicable Margin shall be
adjusted such that after giving effect to the corrected financial statement or Compliance
Certificate, as the case may be, the Applicable Margin shall be reset to the Accurate Applicable
Margin based upon the Pricing Grid for such period and (iii) the Borrower shall immediately pay
to the Administrative Agent, for the account of the Lenders, the accrued additional interest owing
as a result of such Accurate Applicable Margin for such period. The provisions of this definition
shall not limit the rights of the Administrative Agent and the Lenders with respect to any
imposition of the Default Rate or the rights or remedies set forth in Section 9.
“Credit Facility” means the sums advanced or to be advanced by the Lenders to the
Borrower and the Letters of Credit to be issued by the Letter of Credit Issuers for the account of
the Borrower in the initial maximum principal amount of One Hundred Twenty-Five Million
Dollars ($125,000,000) as may be increased by the Commitment Increase all pursuant to, and
subject to the terms of, this Agreement.
“EBITDA” means on a consolidated basis for the Borrower and its Subsidiaries, the
aggregate, to be measured for the immediately prior four (4) Fiscal Quarters preceding such
measuring date, of (i) operating income (reflected in financial statements prepared in accordance
with GAAP and that are consistent with past practices) before deductions for interest, taxes,
depreciation, amortization, impairment charges and all other charges and expenses reducing such
operating income which do not represent a cash item in such period or any future period, plus (ii)
interest income, plus (iii) cash distributions from companies owned fifty percent (50%) or less by
the Borrower, plus (iv) up to Twenty Million Dollars ($20,000,000) of cash proceeds (or to the
extent approved by the Administrative Agent non-cash proceeds) from any sale, transfer or other
disposition of assets, provided, for purposes of calculating the Total Leverage Ratio in the
definition of “Applicable Margin”, the add back pursuant to this subsection (iv) shall not be
limited to Twenty Million Dollars ($20,000,000), plus (v) up to Eight Million Dollars
($8,000,000) of expenses incurred prior to December 31, 2018 related to the Borrower’s litigation
with Airbus SE or its Affiliates over the EC225s, plus (vi) EBITDA (as determined in accordance
with clauses (i) through (v) above) from acquired companies, if any, for the immediately prior
four (4) Fiscal Quarters preceding such measuring date based on audited and interim financial
statements for such acquired companies minus (vii) cash settlement proceeds received by the
Borrower or any other Security Party from Airbus SE as a result of the Borrower’s litigation with
Airbus SE or its Affiliates related to the EC225s.
“Initial Commitment” means One Hundred Twenty-Five Million Dollars
($125,000,000).
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effectiveness of this Amendment shall not, except as expressly provided herein (including, for the
avoidance of doubt, in connection with the Waiver (as defined below) and any requirement expressly
deemed satisfied hereby by the Lenders), operate as a waiver of any right, power or remedy of the
Lenders under the Original Agreement, nor constitute a waiver of any provision of the Original
Agreement. This Amendment shall constitute a Loan Document for all purposes of the Agreement.
9. Other Documents. Upon the effectiveness of this Amendment, each of the Security
Parties and the Creditors hereby consents and agrees that all references in the Security Documents to the
“Credit Agreement” shall refer and shall be deemed to refer to the Original Agreement as amended and
supplemented by this Amendment. By the execution and delivery of this Amendment, each Security
Party hereby consents and agrees that the Security Documents and any other documents that have been or
may be executed as security for the Obligations shall remain in full force and effect notwithstanding the
amendments contemplated hereby. Without limiting the foregoing, (i) each Guarantor acknowledges that,
notwithstanding anything to the contrary contained herein, or any actions now or hereafter taken by the
Lenders with respect to any obligation of the Borrower in connection with the Agreement, the Guaranty
(A) is and shall continue to be a primary obligation of such Guarantor, (B) is and shall continue to be an
absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment and (C) is and
shall continue to be in full force and effect in accordance with its terms and (ii) nothing contained herein
to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors
under the Guaranty.
10. Waiver. The Lenders party hereto hereby agree pursuant to Section 18.5 of the
Agreement to waive, on a one-time basis, any Default solely to the extent resulting from the Borrower’s
and the other Security Parties’ failure to comply with the requirements of Section 4.13 of the Indenture,
dated as of December 7, 2012 (as supplemented by the Supplemental Indenture, dated as of April 16,
2013, and the Second Supplemental Indenture, dated as of March 6, 2018, and as further amended,
restated, supplemented or otherwise modified from time to time, the “2022 Notes Indenture”), among the
Borrower, the other Security Parties party thereto and Xxxxx Fargo Bank, National Association, as trustee,
pursuant to which the Borrower issued its 7.750% Senior Notes due 2022 (the “2022 Notes”), within the
30-day time period set forth therein in respect of the requirement for Era Do Brazil LLC to execute a
supplement to the 2022 Notes Indenture and provide a Subsidiary Guarantee (as defined in the 2022
Notes Indenture) in respect of the 2022 Notes (any such Default, collectively, the “Specified Default”)
(the “Waiver”). This Waiver shall be effective only to the extent specifically set forth herein and shall not
(a) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived
herein nor as a waiver of any other breach, Default or Event of Default of which the Lenders have not
been informed by the Security Parties, (b) affect the right of the Lenders to demand compliance by the
Security Parties with all terms and conditions of the Loan Documents, except as specifically modified or
waived by this Waiver, (c) be deemed a waiver of any transaction or future action on the part of the
Security Parties requiring the Lenders’ consent or approval under the Loan Documents, or (d) except as
waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the
Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Agreement or any
other Loan Document, whether arising as a consequence of any Default or Event of Default (other than
the Specified Default) which may now exist or otherwise, all such rights and remedies hereby being
expressly reserved.
11. No Novation. This Amendment is not intended by the parties to be, and shall not be
construed to be, a novation of the Original Agreement or an accord and satisfaction in regard thereto.
12. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
[Amendment No. 4 to Amended and Restated Senior Secured Revolving Credit Facility Agreement]
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IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment by its
duly authorized representative on the day and year first above written.
ERA GROUP INC.,
as Borrower
By
Name:
Title:
ERA HELICOPTERS, LLC,
as a Guarantor
By:
Name:
Title:
ERA AERÓLEO LLC,
AEROLEO INTERNACIONAL, LLC,
ERA DHS LLC,
ERA LEASING LLC,
ERA MED LLC,
ERA AUSTRALIA LLC
ERA DO BRAZIL LLC,
each as a Guarantor
By:
Name:
Title:
[Amendment No. 4 to Amended and Restated Senior Secured Revolving Credit Facility Agreement]
00000000
SUNTRUST BANK,
as Administrative Agent and a Lender
By
Name:
Title:
[Amendment No. 4 to Amended and Restated Senior Secured Revolving Credit Facility Agreement]
31724512
[_________________________],
as a Lender
By
Name:
Title: