$300,000,000
BRISTOW
GROUP INC.
7
½% SENIOR NOTES DUE 2017
REGISTRATION
RIGHTS AGREEMENT
June
13, 2007
Goldman,
Sachs & Co.
Credit
Suisse Securities (USA) LLC
Banc
of
America Securities LLC
J.P.
Morgan Securities Inc.
Suntrust
Robinson Humphrey
Wells
Fargo Securities, LLC
c/o
Goldman, Sachs & Co.
85
Broad Street
New
York, New York 10004
Dear
Sirs:
Bristow
Group Inc., a Delaware
corporation (the “Issuer”), proposes to issue and sell to you (collectively, the
“Initial Purchasers”), upon the terms set forth in a purchase agreement, dated
June 7, 2007 (the “Purchase Agreement”), $300,000,000 aggregate principal amount
of its 7 1/2% Senior Notes due 2017 (the “Initial Securities”) to be
unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s
subsidiaries who are signatories hereto as guarantors (the “Guarantors” and
together with the Issuer, the “Company”). The Initial Securities will
be issued pursuant to an Indenture, dated as of June 13, 2007 (the “Indenture”)
among the Issuer, the Guarantors named therein and U.S. Bank N.A. (the
“Trustee”). As an inducement to the Initial Purchasers, the Company
agrees with the Initial Purchasers, for the benefit of holders of the Initial
Securities (including, without limitation, the Initial Purchasers), the Exchange
Securities (as defined below) and the Private Exchange Securities (as defined
below) (collectively the “Holders”), as follows:
1. Registered
Exchange
Offer. The Company shall, at its own cost, prepare and, not
later than 360 days after (or if the 360th day is
not a
business day, the first business day thereafter) the date of original issue
of
the Initial Securities (the “Issue Date”), file with the Securities and Exchange
Commission (the “Commission”) a registration statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities Act of
1933, as amended (the “Securities Act”), with respect to a proposed offer (the
“Registered Exchange Offer”) to the Holders of Transfer Restricted Securities
(as defined in Section 6 hereof), who are not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer,
to
issue and deliver to such Holders, in exchange for the Initial Securities,
a
like aggregate principal amount of debt securities (the “Exchange Securities”)
of the Company issued under the Indenture and identical in all material respects
to the Initial Securities (except for the transfer restrictions relating
to the
Initial Securities and the provisions relating to the matters described in
Section 6 hereof) that would be registered under the Securities
Act. The Company shall use its reasonable best efforts to cause such
Exchange Offer Registration Statement to become effective under the Securities
Act within 360 days (or if the 360th day is
not a
business day, the first business day thereafter) after the Issue Date of
the
Initial Securities and shall keep the Exchange Offer Registration Statement
effective for not less than 20 business days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is
mailed
to the Holders (such period being called the “Exchange Offer Registration
Period”). Notwithstanding the foregoing, the Company shall not be
required to file the Exchange Offer Registration Statement or engage in the
Registered Exchange Offer if there are no outstanding Transfer Restricted
Securities (as defined in Section 6 hereof) on the 360th day after
the
Issue Day, provided that Company has either (a) (1) acquired
an unrestricted CUSIP number for the Securities; (2) executed a new
unrestricted global note for the Securities and caused to be delivered all
certificates, instruction letters and opinions required under the Indenture
in
connection therewith; and (3) instructed The Depository Trust Company to
convert the Transfer Restricted Securities to freely tradable Securities
with
the above unrestricted CUSIP number and unrestricted global note, or (b)
taken
such other actions as are required in its reasonable judgment so that the
Initial Securities are freely transferable by non-affiliates in the same
manner
as Exchange Securities, including through the facilities of The Depository
Trust
Corporation.
If
the Company effects the Registered
Exchange Offer, the Company will be entitled to close the Registered Exchange
Offer 20 business days after the commencement thereof provided that the Company
has accepted all the Initial Securities theretofore validly tendered and
not
withdrawn in accordance with the terms of the Registered Exchange
Offer.
Following
the declaration of the
effectiveness of the Exchange Offer Registration Statement, the Company shall
promptly commence the Registered Exchange Offer, it being the objective of
such
Registered Exchange Offer to enable each Holder of Transfer Restricted
Securities electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the
meaning
of the Securities Act, acquires the Exchange Securities in the ordinary course
of such Holder’s business and has no arrangements with any person to participate
in the distribution of the Exchange Securities and is not prohibited by any
law
or policy of the Commission from participating in the Registered Exchange
Offer)
to trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States; provided, however, that Exchanging Dealers (as defined below)
will be required to deliver a prospectus in connection with resales of Exchange
Securities.
The
Company acknowledges that, pursuant
to current interpretations by the Commission’s staff of Section 5 of the
Securities Act, in the absence of an applicable exemption therefrom, (i)
each
Holder that is a broker-dealer electing to exchange Securities acquired for
its
own account as a result of market making activities or other trading activities
for Exchange Securities (an “Exchanging Dealer”) is required to deliver a
prospectus containing the information set forth in (a) Annex A hereto on
the
cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the
“Purpose of the Exchange Offer” section, and (c) Annex C hereto in the
“Underwriting” section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Exchange Securities acquired in exchange for Initial Securities constituting
any
portion of an unsold allotment is required to deliver a prospectus containing
the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in connection with such sale.
The
Company shall use its reasonable
best efforts to keep the Exchange Offer Registration Statement effective
and to
amend and supplement the prospectus contained therein, in order to permit
such
prospectus to be lawfully delivered by all persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as such
persons must comply with such requirements in order to resell the Exchange
Securities; provided, however, that (i) in the case where such prospectus
and
any amendment or supplement thereto must be delivered by an Exchanging Dealer
or
an Initial Purchaser, such period shall be the lesser of 180 days and the
date
on which all Exchanging Dealers and the Initial Purchasers have sold all
Exchange Securities held by them (unless such period is extended pursuant
to
Section 3(j) below) and (ii) the Company shall make such prospectus and any
amendment or supplement thereto available to any broker-dealer for use in
connection with any resale of any Exchange Securities for a period of not
less
than 90 days after the consummation of the Registered Exchange
Offer.
If,
upon consummation of the Registered
Exchange Offer, any Initial Purchaser holds Initial Securities acquired by
it as
part of its initial distribution, the Company, simultaneously with the delivery
of the Exchange Securities pursuant to the Registered Exchange Offer, shall
issue and deliver to such Initial Purchaser upon the written request of such
Initial Purchaser, in exchange (the “Private Exchange”) for the Initial
Securities held by such Initial Purchaser, a like principal amount of debt
securities of the Company issued under the Indenture and identical in all
material respects (including the existence of restrictions on transfer under
the
Securities Act and the securities laws of the several states of the United
States, but excluding provisions relating to the matters described in Section
6
hereof) to the Initial Securities (the “Private Exchange
Securities”). The Initial Securities, the Exchange Securities and the
Private Exchange Securities are herein collectively called the
“Securities”.
In
connection with the Registered
Exchange Offer, the Company shall:
| |
|
|
|
(a)
|
|
mail
to each Holder a copy of the prospectus forming part of the Exchange
Offer
Registration Statement, together with an appropriate letter of
transmittal
and related documents;
|
| |
|
|
|
(b)
|
|
keep
the Registered Exchange Offer open for not less than 20 business
days (or
longer, if required by applicable law) after the date notice thereof
is
mailed to the Holders;
|
| |
|
|
|
(c)
|
|
utilize
the services of a depositary for the Registered Exchange Offer,
which may
be the Trustee or an affiliate of the Trustee;
|
| |
|
|
|
(d)
|
|
permit
Holders to withdraw tendered Securities at any time prior to the
close of
business, New York time, on the last business day on which the
Registered
Exchange Offer shall remain open; and
|
| |
|
|
|
(e)
|
|
otherwise
comply with all applicable laws.
|
As
soon as practicable after the close
of the Registered Exchange Offer or the Private Exchange, as the case may
be,
the Company shall:
(x) accept
for exchange all
the Securities validly tendered and not withdrawn pursuant to the Registered
Exchange Offer and the Private Exchange; and
(y) deliver
to the Trustee
for cancellation all the Initial Securities so accepted for exchange;
and
(z) cause
the Trustee to
authenticate and deliver promptly to each Holder of the Initial Securities,
Exchange Securities or Private Exchange Securities, as the case may be, equal
in
principal amount to the Initial Securities of such Holder so accepted for
exchange.
The
Indenture will provide that the
Exchange Securities will not be subject to the transfer restrictions set
forth
in the Indenture and that all the Securities will vote and consent together
on
all matters as one class and that none of the Securities will have the right
to
vote or consent as a class separate from one another on any matter.
Interest
on each Exchange Security and
Private Exchange Security issued pursuant to the Registered Exchange Offer
and
in the Private Exchange will accrue from the last interest payment date on
which
interest was paid on the Initial Securities surrendered in exchange therefor
or,
if no interest has been paid on the Initial Securities, from the date of
original issue of the Initial Securities.
Each
Holder participating in the
Registered Exchange Offer shall be required to represent to the Company that
at
the time of the consummation of the Registered Exchange Offer (i) any
Exchange Securities received by such Holder will be acquired in the ordinary
course of business, (ii) such Holder will have no arrangements or
understanding with any person to participate in the distribution of the
Securities or the Exchange Securities within the meaning of the Securities
Act,
(iii) such Holder is not an “affiliate,” as defined in Rule 405 of the
Securities Act, of the Company or if it is an affiliate, such Holder will
comply
with the registration and prospectus delivery requirements of the Securities
Act
to the extent applicable, (iv) if such Holder is not a broker-dealer, that
it is not engaged in, and does not intend to engage in, the distribution
of the
Exchange Securities and (v) if such Holder is a broker-dealer, that it will
receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or
other
trading activities, and that it will be required to acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange
Securities.
Notwithstanding
any other provisions
hereof, the Company will ensure that (i) any Exchange Offer Registration
Statement and any amendment thereto and any prospectus forming part thereof
and
any supplement thereto complies in all material respects with the Securities
Act
and the rules and regulations thereunder, (ii) any Exchange Offer Registration
Statement and any amendment thereto does not, when it becomes effective,
contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
and (iii) any prospectus forming part of any Exchange Offer Registration
Statement, and any supplement to such prospectus, does not include an untrue
statement of a material fact or omit to state a material fact required to
be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading.
2. Shelf
Registration. If (A) the Company is required to effect a
Registered Exchange Offer pursuant to Section 1 hereof and (B)(i) because
of any
change in law or in applicable interpretations thereof by the staff of the
Commission, the Company is not permitted to effect a Registered Exchange
Offer,
as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is
not
consummated within 390 days of the Issue Date, (iii) any Initial Purchaser
so
requests with respect to the Initial Securities (or the Private Exchange
Securities) not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer)
is not eligible to participate in the Registered Exchange Offer or, in the
case
of any Holder (other than an Exchanging Dealer) that participates in the
Registered Exchange Offer, such Holder does not receive freely tradeable
Exchange Securities on the date of the exchange, the Company shall take the
following actions:
(a) The
Company shall, at
its cost, as promptly as practicable (but in no event more than 30 days after
so
required pursuant to this Section 2) file with the Commission and
thereafter shall use its reasonable best efforts to cause to be declared
effective (unless it becomes effective automatically upon filing), a
registration statement (the “Shelf Registration Statement” and, together with
the Exchange Offer Registration Statement, a “Registration Statement”) on an
appropriate form under the Securities Act relating to the offer and sale
of the
Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders
thereof from time to time in accordance with the methods of distribution
set
forth in the Shelf Registration Statement and Rule 415 under the Securities
Act
(hereinafter, the “Shelf Registration”); provided, however, that no
Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless
such
Holder agrees in writing to be bound by all the provisions of this Agreement
applicable to such Holder (an “Eligible Holder”).
(b) The
Company shall use
its reasonable best efforts to keep the Shelf Registration Statement
continuously effective in order to permit the prospectus included therein
to be
lawfully delivered by the Eligible Holders of the relevant Securities, for
a
period of two years (or for such longer period if extended pursuant to Section
3(j) below) from the Issue Date or such shorter period that will terminate
when
all the Securities covered by the Shelf Registration Statement (i) have been
sold pursuant thereto or (ii) are no longer restricted securities (as defined
in
Rule 144 under the Securities Act, or any successor rule thereof) or (iii)
are
freely transferrable by non-affiliates pursuant to Rule 144(k) under the
Securities Act. The Company shall be deemed not to have used its
reasonable best efforts to keep the Shelf Registration Statement effective
during the requisite period if it voluntarily takes any action that would
result
in Eligible Holders of Securities covered thereby not being able to offer
and
sell such Securities during that period, unless such action is required by
applicable law.
(c) Notwithstanding
any
other provisions of this Agreement to the contrary, the Company shall cause
the
Shelf Registration Statement and the related prospectus and any amendment
or
supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects
with
the applicable requirements of the Securities Act and the rules and regulations
of the Commission thereunder and (ii) not to contain any untrue statement
of a
material fact or omit to state a material fact required to be stated therein
or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.
3. Registration
Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions
shall
apply:
(a) The
Company shall
(i) furnish to each Initial Purchaser, prior to the filing thereof with the
Commission, a copy of the Registration Statement and each amendment thereof
and
each supplement, if any, to the prospectus included therein and, in the event
that an Initial Purchaser (with respect to any portion of an unsold allotment
from the original offering) is participating in the Registered Exchange Offer
or
the Shelf Registration Statement, the Company shall use its reasonable best
efforts to reflect in each such document, when so filed with the Commission,
such comments as such Initial Purchaser reasonably may propose; (ii) include
the
information set forth in Annex A hereto on the cover, in Annex B hereto in
the
“Exchange Offer Procedures” section and the “Purpose of the Exchange Offer”
section and in Annex C hereto in the “Underwriting” section of the prospectus
forming a part of the Exchange Offer Registration Statement and include the
information set forth in Annex D hereto in the Letter of Transmittal delivered
pursuant to the Registered Exchange Offer; (iii) if requested by an Initial
Purchaser within a reasonable time after receipt of any such document, include
the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in the prospectus forming a part of the Exchange
Offer Registration Statement; (iv) include within the prospectus contained
in the Exchange Offer Registration Statement a section entitled “Underwriting,”
reasonably acceptable to the Initial Purchasers, which shall contain a summary
statement of the positions taken or policies made by the staff of the Commission
with respect to the potential “underwriter” status of any broker-dealer that is
the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange
Act
of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by
such broker-dealer in the Registered Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly
disseminated by the staff of the Commission or such positions or policies,
in
the reasonable judgment of the Initial Purchasers based upon advice of counsel
(which may be in-house counsel), represent the prevailing views of the staff
of
the Commission; and (v) in the case of a Shelf Registration Statement, include
in the prospectus included in the Shelf Registration Statement (or, if permitted
by Commission Rule 430B(b), in a prospectus supplement that becomes a part
thereof pursuant to Commission Rule 430B(f) that is delivered to any Eligible
Holder pursuant to Section 3(d) and (f), the names of the Eligible Holders,
who
propose to sell Initial Securities pursuant to the Shelf Registration Statement,
as selling securityholders; provided, however, that each such Eligible
Holders shall have furnished to the Company on a timely basis such information
regarding the Holder as the Company may require pursuant to Section 3(n)
hereof.
(b) The
Company shall give
written notice to the Initial Purchasers, the Holders of the Securities and
any
each Participating Broker-Dealer from whom the Company has received prior
written notice that it will be a Participating Broker-Dealer in the Registered
Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the prospectus until
the
requisite changes have been made):
(i) when
the Registration
Statement or any amendment thereto has been filed with the Commission and
when
the Registration Statement or any post-effective amendment thereto has become
effective;
(ii) of
any request by the
Commission for amendments or supplements to the Registration Statement or
the
prospectus included therein or for additional information;
(iii) of
the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose, of the issuance
by the Commission of a notification of objection to the use of the form on
which
the Registration Statement has been filed, or of the happening of any event
that
causes the Company to become an “ineligible issuer,” as defined in Commission
Rule 405.
(iv) of
the receipt by the
Company or its legal counsel of any notification with respect to the suspension
of the qualification of the Securities for sale in any jurisdiction, or the
initiation or threatening of any proceeding for such purpose; and
(v) of
the happening of any
event that requires the Company to make changes in an effective Registration
Statement or the prospectus in order that such Registration Statement or
the
prospectus does not contain an untrue statement of a material fact nor omit
to
state a material fact required to be stated therein or necessary to make
the
statements therein (in the case of the prospectus, in light of the circumstances
under which they were made) not misleading.
(c) The
Company shall make
every reasonable effort to obtain the withdrawal at the earliest possible
time,
of any order suspending the effectiveness of the Registration
Statement.
(d) The
Company shall
furnish to each Eligible Holder of Securities included within the coverage
of
the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment or supplement thereto,
including financial statements and schedules, and, if the Holder so requests
in
writing, all exhibits thereto (including those, if any, incorporated by
reference). The Company shall not, without the prior consent of the
Initial Purchasers, make any offer relating to the Securities that would
constitute a “free writing prospectus,” as defined in Commission Rule
405.
(e) The
Company shall
deliver to each Exchanging Dealer and each Initial Purchaser, and to any
other
Holder who so requests, without charge, at least one copy of the Exchange
Offer
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if any Initial Purchaser or any
such
Holder requests, all exhibits thereto (including those incorporated by
reference).
(f) The
Company shall,
during the Shelf Registration Period, deliver to each Eligible Holder of
Securities included within the coverage of the Shelf Registration, without
charge, as many copies of the prospectus (including each preliminary prospectus)
included in the Shelf Registration Statement and any amendment or supplement
thereto as such person may reasonably request. The Company consents, subject
to
the provisions of this Agreement, to the use of the prospectus or any amendment
or supplement thereto by each of the selling Eligible Holders of the Securities
in connection with the offering and sale of the Securities covered by the
prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.
(g) The
Company shall
deliver to each Initial Purchaser, any Exchanging Dealer, any Participating
Broker-Dealer and such other persons required to deliver a prospectus following
the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any
amendment or supplement thereto as such persons may reasonably
request. The Company consents, subject to the provisions of this
Agreement, to the use of the prospectus or any amendment or supplement thereto
by any Initial Purchaser, if necessary, any Participating Broker-Dealer and
such
other persons required to deliver a prospectus following the Registered Exchange
Offer in connection with the offering and sale of the Exchange Securities
covered by the prospectus, or any amendment or supplement thereto, included
in
such Exchange Offer Registration Statement.
(h) Prior
to any public
offering of the Securities pursuant to any Registration Statement the Company
shall, if required, register or qualify or cooperate with the Holders of
the
Securities included therein and their respective counsel in connection with
the
registration or qualification of the Securities for offer and sale under
the
securities or “blue sky” laws of such states of the United States as any Holder
of the Securities reasonably requests in writing and do any and all other
acts
or things reasonably necessary or advisable to enable the offer and sale
in such
jurisdictions of the Securities covered by such Registration Statement;
provided, however, that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it is not then
so
qualified, (ii) take any action that would subject it to general
service of process or to taxation in any jurisdiction where it is not then
so
subject, (iii) qualify as a dealer in securities in any jurisdiction in which
it
is not so qualified or (iv) make any changes to its certificate of
incorporation, by-laws or any agreement between it and its
stockholders;.
(i) The
Company shall
cooperate with the Holders of the Securities to facilitate the timely
preparation and delivery of certificates representing the Securities to be
sold
pursuant to any Registration Statement free of any restrictive legends and
in
such denominations and registered in such names as the Holders may request
a
reasonable period of time prior to sales of the Securities pursuant to such
Registration Statement.
(j) Upon
the occurrence of
any event contemplated by paragraphs (ii) through (v) of Section 3(b) above
during the period for which the Company is required to maintain an effective
Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to
the
related prospectus and any other required document so that, as thereafter
delivered to Holders of the Securities or purchasers of Securities, the
prospectus will not contain an untrue statement of a material fact or omit
to
state any material fact required to be stated therein or necessary to make
the
statements therein, in light of the circumstances under which they were made,
not misleading. If the Company notifies the Initial Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer in
accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend
the
use of the prospectus until the requisite changes to the prospectus have
been
made, then the Initial Purchasers, the Holders of the Securities and any
such
Participating Broker-Dealers shall suspend use of such prospectus, and the
period of effectiveness of the Shelf Registration Statement provided for
in
Section 2(b) above and the Exchange Offer Registration Statement provided
for in
Section 1 above shall each be extended by the number of days from and including
the date of the giving of such notice to and including the date when the
Initial
Purchasers, the Holders of the Securities and any known Participating
Broker-Dealer shall have received such amended or supplemented prospectus
pursuant to this Section 3(j) or the Company shall have notified such Holders
that disposition of such Securities may resume under the existing
prospectus.
(k) Not
later than the
effective date of the applicable Registration Statement, the Company will
provide a CUSIP number for the Initial Securities, the Exchange Securities
or
the Private Exchange Securities, as the case may be, and provide the applicable
trustee with printed certificates for the Initial Securities, the Exchange
Securities or the Private Exchange Securities, as the case may be, in a form
eligible for deposit with The Depository Trust Company.
(l) The
Company will comply
with all rules and regulations of the Commission to the extent and so long
as
they are applicable to the Registered Exchange Offer or the Shelf Registration
and will make generally available to its security holders (or otherwise provide
in accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later
than
45 days after the end of a 12-month period (or 90 days, if such period is
a
fiscal year) beginning with the first month of the Company’s first fiscal
quarter commencing after the effective date of the Registration Statement,
which
statement shall cover such 12 month period.
(m) The
Company shall cause
the Indenture to be qualified under the Trust Indenture Act of 1939, as amended,
in a timely manner and containing such changes, if any, as shall be necessary
for such qualification. In the event that such qualification would
require the appointment of a new trustee under the Indenture, the Company
shall
appoint a new trustee thereunder pursuant to the applicable provisions of
the
Indenture.
(n) The
Company may require
each Eligible Holder of Securities to be sold pursuant to the Shelf Registration
Statement to furnish to the Company such information regarding the Eligible
Holder and the distribution of the Securities as the Company may from time
to
time reasonably require for inclusion in the Shelf Registration Statement,
and
the Company may exclude from such registration the Securities of any Eligible
Holder that unreasonably fails to furnish such information within a reasonable
time after receiving such request.
(o) The
Company shall enter
into such customary agreements (including, if requested, an underwriting
agreement in customary form) and take all such other action, if any, as the
Eligible Holders of not less than a majority of the aggregate principal amount
of the Securities to be included in the Shelf Registration Statement shall
reasonably request in order to facilitate the disposition of the Securities
pursuant to any Shelf Registration.
(p) In
the case of any Shelf
Registration, the Company shall (i) make reasonably available for inspection
by
the Eligible Holders of the Securities, any underwriter participating in
any
disposition pursuant to the Shelf Registration Statement and any attorney,
accountant or other agent retained by the Eligible Holders of the Securities
or
any such underwriter all relevant financial and other records, pertinent
corporate documents and properties of the Company and (ii) cause the Company’s
officers, directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Eligible Holders of the Securities
or
any such underwriter, attorney, accountant or agent in connection with the
Shelf
Registration Statement, in each case, as shall be reasonably necessary to
enable
such persons, to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering shall be coordinated on behalf
of
the Initial Purchasers by you and on behalf of the other parties, by one
counsel
designated by and on behalf of such other parties as described in Section
4
hereof and shall be subject to any confidentiality procedures reasonably
instituted by the Company.
(q) In
the case of any Shelf
Registration, the Company, if requested by the Eligible Holders of at least
a
majority of the Securities covered thereby, shall cause (i) its counsel to
deliver an opinion and updates thereof relating to the Securities in customary
form addressed to such Holders and the managing underwriters, if any, thereof
and dated, in the case of the initial opinion, the effective date of such
Shelf
Registration Statement (it being agreed that the matters to be covered by
such
opinion shall include, without limitation but subject to reasonable
qualifications and exceptions, the due incorporation and good standing of
the
Company and its subsidiaries; the qualification of the Company and its
subsidiaries to transact business as foreign corporations; the due
authorization, execution and delivery of the relevant agreement of the type
referred to in Section 3(o) hereof; the due authorization, execution,
authentication and issuance, and the validity and enforceability, of the
applicable Securities; the absence of material legal or governmental proceedings
involving the Company and its subsidiaries; the absence of governmental
approvals required to be obtained in connection with the Shelf Registration
Statement, the offering and sale of the applicable Securities, or any agreement
of the type referred to in Section 3(o) hereof; the compliance as to form
of such Shelf Registration Statement and any documents incorporated by reference
therein with the requirements of the Securities Act or the Exchange Act,
as
applicable, and of the Indenture with the requirements of the Trust
Indenture Act; and (A) as of the date of the opinion and as of the effective
date of the Shelf Registration Statement or most recent post-effective amendment
thereto, as the case may be, the absence from such Shelf Registration Statement
and the prospectus included therein and (B) as of an applicable time identified
by such Holders or managing underwriters, the absence from such prospectus
taken
together with any other documents identified by such Holders or managing
underwriters, in the case of (A) and (B), as then amended or supplemented,
and
from any documents incorporated by reference therein of an untrue statement
of a
material fact or the omission to state therein a material fact required to
be
stated therein or necessary to make the statements therein not misleading
(in
the case of any such incorporated documents, in the light of the circumstances
existing at the time that such documents were filed with the Commission under
the Exchange Act); (ii) its officers to execute and deliver all customary
documents and certificates and updates thereof requested by any underwriters
of
the applicable Securities and (iii) its independent public accountants to
provide to the selling Holders of the applicable Securities and any underwriter
therefor a comfort letter in customary form and covering matters of the type
customarily covered in comfort letters in connection with primary underwritten
offerings, subject to receipt of appropriate documentation as contemplated,
and
only if permitted, by Statement of Auditing Standards No. 72.
(r) In
the case of the
Registered Exchange Offer, if requested by any Initial Purchaser or any known
Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver
to such Initial Purchaser or such Participating Broker-Dealer signed opinions
in
the forms set forth in Sections 8(b) and (c) of the Purchase Agreement with
such changes as are customary in connection with the preparation of a
Registration Statement and (ii) its independent public accountants to deliver
to
such Initial Purchaser or such Participating Broker-Dealer a comfort letter,
in
customary form, meeting the requirements as to the substance thereof as set
forth in Section 8(d) of the Purchase Agreement, with appropriate date
changes.
(s) If
a Registered Exchange
Offer or a Private Exchange is to be consummated, upon delivery of the Initial
Securities by Holders to the Company (or to such other Person as directed
by the
Company) in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall mark, or caused to be marked,
on the Initial Securities so exchanged that such Initial Securities are being
canceled in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be; in no event shall the Initial Securities
be
marked as paid or otherwise satisfied.
(t) The
Company will use its
reasonable best efforts to, (a) if the Initial Securities have been rated
prior
to the initial sale of such Initial Securities, confirm such ratings will
apply
to the Securities covered by a Registration Statement, or (b) if the Initial
Securities were not previously rated, cause the Securities covered by a
Registration Statement to be rated with the appropriate rating agencies,
but in
each case only if so requested by Holders of a majority in aggregate principal
amount of Securities covered by such Registration Statement, or by the managing
underwriters, if any.
(u) In
the event that any
broker-dealer registered under the Exchange Act shall underwrite any Securities
or participate as a member of an underwriting syndicate or selling group
or
“assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the National Association of Securities Dealers, Inc. (“NASD”))
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
the Company will assist such broker-dealer in complying with the requirements
of
such Rules, including, without limitation, by (i) if such Rules, including
Rule 2720, shall so require, engaging a “qualified independent underwriter” (as
defined in Rule 2720) to participate in the preparation of the Registration
Statement relating to such Securities, to exercise usual standards of due
diligence in respect thereto and, if any portion of the offering contemplated
by
such Registration Statement is an underwritten offering or is made through
a
placement or sales agent, to recommend the yield of such Securities,
(ii) indemnifying any such qualified independent underwriter to the extent
of the indemnification of underwriters provided in Section 5 hereof and
(iii) providing such information to such broker-dealer as may be required
in order for such broker-dealer to comply with the requirements of the
Rules.
(v) The
Company shall use
its reasonable best efforts to take all other steps necessary to effect the
registration of the Securities covered by a Registration Statement contemplated
hereby.
4. Registration
Expenses. The Company shall bear all fees and expenses incurred
in connection with the performance of its obligations under Sections 1 through
3
hereof (including the reasonable fees and expenses, if any, of Vinson &
Elkins L.L.P., counsel for the Initial Purchasers, incurred in connection
with
the Registered Exchange Offer), whether or not the Registered Exchange Offer
or
a Shelf Registration is filed or becomes effective, and, in the event of
a Shelf
Registration, shall bear or reimburse the Holders of the Securities covered
thereby for the reasonable fees and disbursements of one firm of counsel,
who
will be Vinson & Elkins L.L.P. unless another firm shall be chosen by the
Holders of a majority in principal amount of the Initial Securities covered
thereby, to act as counsel for the Holders of the Initial Securities in
connection therewith.
5. Indemnification
and
Contribution.
(a) Indemnification
by
the Company and the Guarantors. The Company and the Guarantors,
jointly and severally, will indemnify and hold harmless each of the Holders
of
Securities included in an Exchange Offer Registration Statement and each
of the
Holders of Securities included in the Shelf Registration against any losses,
claims, damages or liabilities, joint or several, to which such Holder may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out
of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Exchange Offer Registration Statement or Shelf
Registration, as the case may be, under which such Securities were registered
under the Securities Act, or any preliminary, final or summary prospectus
(including, without limitation, any “issuer free writing prospectus” as defined
in Rule 433) contained therein or furnished by the Company to any such Holder,
or any amendment or supplement thereto, or arise out of or are based upon
the
omission or alleged omission to state therein a material fact required to
be
stated therein or necessary to make the statements therein not misleading,
and
will reimburse such Holder for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such action or
claim
as such expenses are incurred; provided, however, that neither the
Company nor the Guarantors shall be liable to any such person in any such
case
to the extent that any such loss, claim, damage or liability arises out of
or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, or preliminary, final
or
summary prospectus (including, without limitation, any “issuer free writing
prospectus” as defined in Rule 433), or amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein.
(b) Indemnification
by the Holders. Each Holder of Securities, severally and not
jointly, will (i) indemnify and hold harmless the Company, the Guarantors,
and
all other Holders of Securities, against any losses, claims, damages or
liabilities to which the Company, the Guarantors or such other Holders of
Securities may become subject, under the Securities Act or otherwise, insofar
as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such registration statement, or any preliminary,
final or summary prospectus (including, without limitation, any “issuer free
writing prospectus” as defined in Rule 433) contained therein or furnished by
the Company to any such Holder, or any amendment or supplement thereto, or
arise
out of or are based upon the omission or alleged omission to state therein
a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent,
that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Holder expressly for use therein, and (ii)
reimburse the Company and the Guarantors for any legal or other expenses
reasonably incurred by the Company and the Guarantors in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that no such Holder shall be required to
undertake liability to any person under this Section 6(b) for any amounts
in
excess of the dollar amount of the proceeds to be received by such Holder
from
the sale of such Holder’s Securities pursuant to such registration.
(c) Notices
of Claims, Etc. Promptly after receipt by an indemnified party
under subsection (a) or (b) above of written notice of the commencement of
any
action, such indemnified party shall, if a claim in respect thereof is to
be
made against an indemnifying party pursuant to the indemnification provisions
of
or contemplated by this Section 5, notify such indemnifying party in writing
of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability hereunder to the extent it
is
not materially prejudiced as a result thereof and in any event which
it may have to any indemnified party otherwise than under the indemnification
provisions of or contemplated by Section 5(a) or Section 5(b). In
case any such action shall be brought against any indemnified party and it
shall
notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it
shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, such indemnifying party shall not be liable to such indemnified
party
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party,
effect
the settlement or compromise of, or consent to the entry of any judgment
with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an admission of,
fault,
culpability or a failure to act by or on behalf of any indemnified
party.
(d) Contribution. If
for any reason the indemnification provisions contemplated by Section 5(a)
or
Section 5(b) are unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages or liabilities (or actions
in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities
(or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or
alleged omission to state a material fact relates to information supplied
by
such indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would
not be just and equitable if contributions pursuant to this Section 5(d)
were
determined by pro rata allocation (even if the holders were treated as one
entity for such purpose) or by any other method of allocation which does
not
take account of the equitable considerations referred to in this Section
5(d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages, or liabilities (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions
of this Section 5(d), no Holder shall be required to contribute any amount
in
excess of the amount by which the dollar amount of the proceeds received
by such
Holder from the sale of any Securities (after deducting any fees, discounts
and
commissions applicable thereto) exceeds the amount of any damages which such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was
not
guilty of such fraudulent misrepresentation. The Holders’ obligations
in this Section 5(d) to contribute shall be several in proportion to the
principal amount of Securities registered by them and not joint.
(e) The
obligations of the Company and the Guarantors under this Section 5 shall
be in
addition to any liability which the Company or the Guarantors may otherwise
have
and shall extend, upon the same terms and conditions, to each officer, director
and partner of each Holder and each person, if any, who controls any Holder
within the meaning of the Securities Act; and the obligations of the Holders
contemplated by this Section 5 shall be in addition to any liability which
the
respective holder may otherwise have and shall extend, upon the same terms
and
conditions, to each officer and director of the Company or the Guarantors
(including any person who, with his consent, is named in any registration
statement as about to become a director of the Company or the Guarantors)
and to
each person, if any, who controls the Company within the meaning of the
Securities Act.
6. Additional
Interest
Under Certain Circumstances. (a) Additional interest
(the “Additional Interest”) with respect to the Initial Securities shall be
assessed as follows if any of the following events occur (each such event
in
clauses (i) through (iii) below a “Registration Default”):
(i) If,
by June 6, 2008,
neither the Exchange Offer Registration Statement nor a Shelf Registration
Statement has been filed with the Commission and declared
effective;
(ii) If,
by June 6, 2008,
neither the Registered Exchange Offer is consummated nor, if required in
lieu
thereof, the Shelf Registration Statement is declared effective by the
Commission; or
(iii) If,
after either the Exchange Offer Registration Statement or the Shelf Registration
Statement is declared (or becomes automatically) effective, (A) such
Registration Statement thereafter ceases to be effective during periods
specified herein during which it is required to be effective; or (B) such
Registration Statement or the related prospectus ceases to be usable (except
as
permitted in paragraph (b)) in connection with resales of Transfer
Restricted Securities during the periods specified herein because either
(1) any event occurs as a result of which the related prospectus forming
part of such Registration Statement would include any untrue statement of
a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or (2) it shall be necessary to amend such
Registration Statement or supplement the related prospectus, to comply with
the
Securities Act or the Exchange Act or the respective rules thereunder, or
(3)
such Registration Statement is a Shelf Registration Statement that has expired
before a replacement Shelf Registration Statement has become
effective.
Additional
Interest shall accrue on the Initial Securities over and above the interest
set
forth in the title of the Securities from and including the date on which
any
such Registration Default shall occur to but excluding the date on which
all
such Registration Defaults have been cured, at a rate of 0.25% per annum
(the
“Additional Interest Rate”) for the first 90-day period immediately following
the occurrence of such Registration Default. The Additional Interest
Rate shall increase by an additional 0.25% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured,
up to
a maximum Additional Interest Rate of 1.0% per annum. Following the
cure of all Registration Defaults, the accrual of Additional Interest will
cease
and the interest rate will revert to the original rate. The Company
shall not be required to pay Additional Interest for more than one Registration
Default at any given time.
(b) A
Registration Default
referred to in Section 6(a)(iii)(B) hereof shall be deemed not to have
occurred and be continuing in relation to a Shelf Registration Statement
or the
related prospectus if (i) such Registration Default has occurred solely as
a result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information
with
respect to the Company where such post-effective amendment is not yet effective
and needs to be declared effective to permit Holders to use the related
prospectus or (y) other material events with respect to the Company that
would
need to be described in such Shelf Registration Statement or the related
prospectus and (ii) in the case of clause (y), the Company is proceeding
promptly and in good faith to amend or supplement such Shelf Registration
Statement and related prospectus to describe such events; provided,
however, that in any case if such Registration Default occurs for a continuous
period in excess of 60 days, Additional Interest shall be payable in accordance
with the above paragraph from the day such Registration Default occurs until
such Registration Default is cured.
(c) Any
amounts of
Additional Interest due pursuant to clause (i), (ii) or (iii) of Section
6(a)
above will be payable in cash on the regular interest payment dates with
respect
to the Initial Securities. The amount of Additional Interest will be determined
by multiplying the applicable Additional Interest rate by the principal amount
of the Initial Securities, multiplied by a fraction, the numerator of which
is
the number of days such Additional Interest rate was applicable during such
period (determined on the basis of a 360-day year consisting of twelve 30-day
months), and the denominator of which is 360.
(d)
“Transfer
Restricted
Securities” means each Security until (i) the date on which
such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of an Initial Security for an Exchange Security, the date
on
which such Exchange Security is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on
which
such Initial Security has been effectively registered under the Securities
Act
and disposed of in accordance with the Shelf Registration Statement or (iv)
the
date on which such Initial Security is distributed to the public pursuant
to
Rule 144 under the Securities Act.
7. Rules
144 and
144A. The Company shall use its reasonable best efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely manner and, if at any time the Company is not required to
file
such reports, it will, upon the request of any Holder of Initial Securities,
make publicly available other information so long as necessary to permit
sales
of their securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder of Initial
Securities may reasonably request, all to the extent required from time to
time
to enable such Holder to sell Initial Securities without registration under
the
Securities Act within the limitation of the exemptions provided by
Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon request. Upon the request of
any Holder of Initial Securities, the Company shall deliver to such Holder
a
written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.
8. Underwritten
Registrations. If any of the Transfer Restricted Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that
will
administer the offering (“Managing Underwriters”) will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering.
No
person may participate in any
underwritten registration hereunder unless such person (i) agrees to sell
such
person’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers
of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements. Except as
provided in Section 4, the Holders participating in any underwritten offering
shall be responsible for any expenses customarily borne by selling
securityholders, including underwriting discounts and commissions and fees
and
expenses of counsel to selling securityholders.
9. Miscellaneous.
(a) Amendments
and
Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or
consents.
(b) Notices. All
notices and other communications provided for or permitted hereunder shall
be
made in writing by hand delivery, first-class mail, facsimile transmission,
or
air courier which guarantees overnight delivery:
(1) if
to a Holder of the
Securities, at the most current address given by such Holder to the
Company.
(2) if
to the Initial
Purchasers:
Goldman,
Sachs & Co.
One
New
York Plaza
42nd
Floor
New
York,
New York 10004
Attention:
Registration Department
with
a copy to:
Vinson
& Elkins L.L.P.
2500
First City Tower
1001
Fannin
Houston,
TX 77002
Fax
No.:
(713) 615-5725
Attention:
Douglas McWilliams
(3) if
to the Company, at its address as follows:
Bristow
Group Inc.
2000
W. Sam Houston Parkway
South
Suite
1700
Houston,
TX 77042
Fax
No.: (713) 267-7620
Attention:
Chief Financial
Officer
with
a copy to:
Baker
Botts LLP
One
Shell
Plaza
910
Louisiana
Houston,
TX 77002-4995
Fax
No.:
(713) 229-2713
Attention:
John D. Geddes
All
such notices and communications
shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; three business days after being deposited
in the
mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s
facsimile machine operator, if sent by facsimile transmission; and on the
day
delivered, if sent by overnight air courier guaranteeing next day
delivery.
(c) No
Inconsistent
Agreements. The Company has not, as of the date hereof, entered
into, nor shall it, on or after the date hereof, enter into, any agreement
with
respect to its securities that is inconsistent with the rights granted to
the
Holders herein or otherwise conflicts with the provisions hereof.
(d) Successors
and
Assigns. This Agreement shall be binding upon the Issuer, the
Guarantors and their respective successors and assigns.
(e) Counterparts. This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be
deemed
to be an original and all of which taken together shall constitute one and
the
same agreement.
(f) Headings. The
headings in this Agreement are for convenience of reference only and shall
not
limit or otherwise affect the meaning hereof.
(g) Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
(h) Severability. If
any one or more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect
and of
the remaining provisions contained herein shall not be affected or impaired
thereby.
(i) Securities
Held by
the Company. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder,
Securities held by the Company or its affiliates (other than subsequent Holders
of Securities if such subsequent Holders are deemed to be affiliates solely
by
reason of their holdings of such Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.
(j)
Submission
to
Jurisdiction. By the execution and delivery of this Agreement,
the Company submits to the nonexclusive jurisdiction of any competent federal
or
state court in the Borough of Manhattan, the City and State of New York,
in any
suit or proceeding arising out of or relating to this Agreement or brought
under
federal or state securities laws.
If
the foregoing is in accordance with
your understanding of our agreement, please sign and return to the Issuer
a
counterpart hereof, whereupon this instrument, along with all counterparts,
will
become a binding agreement among the several Initial Purchasers, the Issuer
and
the Guarantors in accordance with its terms.
Very
truly yours,
BRISTOW
GROUP INC.
By__/s/
Randall Stafford_____________________
Randall
Stafford
Vice
President, General
Counsel
and
Corporate Secretary
AIR
LOGISTICS, LLC
By__/s/
Randall Stafford_____________________
Randall
Stafford
Manager
AIR
LOGISTICS OF ALASKA, INC
GRASSO
PRODUCTION MANAGEMENT, INC.
AIRLOG
INTERNATIONAL LTD.
MEDIC
SYSTEMS, INC.
GRASSO
CORPORATION
By_/s/
Joseph A. Baj _________________
Joseph
A. Baj
Treasurer
and Secretary
Registration
Rights Agreement
Signature Page
The
foregoing Registration
Rights
Agreement is hereby confirmed
and
accepted as of the date first
above
written.
Goldman,
Sachs & Co.
Credit
Suisse Securities (USA) LLC
Bank
of
America Securities LLC
J.P.
Morgan Securities Inc.
Suntrust
Robinson Street
Wells
Fargo Securities, LLC
Acting
on behalf of
themselves
and
as the Representatives
of
the
several Initial
Purchasers
By Goldman,
Sachs & Co.
By:_/s/
Goldman, Sachs & Co._________________
Name:
Title:
ANNEX
A
Each
broker-dealer that receives
Exchange Securities for its own account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale
of
such Exchange Securities. The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed
to admit that it is an “underwriter” within the meaning of the Securities
Act. This Prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of Exchange
Securities received in exchange for Initial Securities where such Initial
Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities. The Company has agreed that,
for a period of 180 days after the Expiration Date (as defined herein), it
will
make this Prospectus available to any broker-dealer for use in connection
with
any such resale. See “Underwriting.”
ANNEX
B
Each
broker-dealer that receives
Exchange Securities for its own account in exchange for Securities, where
such
Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that
it
will deliver a prospectus in connection with any resale of such Exchange
Securities. See “Underwriting.”
ANNEX
C
UNDERWRITING
Each
broker-dealer that receives
Exchange Securities for its own account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale
of
such Exchange Securities. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired as a result of market-making
activities or other trading activities. The Company has agreed that,
for a period of 180 days after the Expiration Date, it will make this
prospectus, as amended or supplemented, available to any broker-dealer for
use
in connection with any such resale. In addition,
until ,
200 , all dealers effecting transactions in the Exchange Securities
may be required to deliver a prospectus.(1)
The
Company will not receive any
proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to
time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or
a
combination of such methods of resale, at market prices prevailing at the
time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer or the purchasers
of any
such Exchange Securities. Any broker-dealer that resells Exchange
Securities that were received by it for its own account pursuant to the Exchange
Offer and any broker or dealer that participates in a distribution of such
Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities
and
any commission or concessions received by any such persons may be deemed
to be
underwriting compensation under the Securities Act. The Letter of
Transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.
For
a period of 180 days after the
Expiration Date the Company will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any
broker-dealer that requests such documents in the Letter of
Transmittal. The Company has agreed to pay all expenses incident to
the Exchange Offer (including the expenses of one counsel for the Holders
of the
Securities) other than commissions or concessions of any brokers or dealers
and
will indemnify the Holders of the Securities (including any broker-dealers)
against certain liabilities, including liabilities under the Securities
Act.
(1) In
addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer
prospectus.