8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) ofThe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2016

______________________________

Bristow Group Inc.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation or organization)	001-31617  (Commission File Number)	72-0679819(IRS Employer Identification Number)
2103 City West Blvd., 4th Floor Houston, Texas(Address of principal executive offices)		77042(Zip Code)

Registrant’s telephone number, including area code: (713) 267-7600

Former Name or Former Address, if Changed Since Last Report:

______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement

On September 16, 2016, Bristow Group Inc. (the “Company”) entered into the Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement (the “Ninth Amendment”) by and among the Company, the lenders party thereto and SunTrust Bank, as administrative agent, which amends that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 22, 2010 (as previously amended, the “RC/TL Credit Agreement”), by and among the Company, the lenders from time to time party thereto and SunTrust Bank, as administrative agent.

The Ninth Amendment amends the definition of Change in Control in the RC/TL Credit Agreement to clarify that the Board of Directors of the Company (the “Board”) has the ability to approve persons nominated by stockholders and avoid the occurrence of a Change in Control under the RC/TL Credit Agreement. Previously, the RC/TL Credit Agreement provided that a Change in Control would occur upon, among other events, the occupation of a majority of the seats (other than vacant seats) on the Board by persons who were neither (a) members of the Board on the closing date of the RC/TL Credit Agreement, (b) nominated by the Board nor (c) appointed by directors so nominated. The Ninth Amendment modifies that portion of the definition of Change in Control to provide that a Change in Control will occur upon, among other events, the occupation of a majority of the seats (other than vacant seats) on the Board by persons who were neither (a) members of the Board on the closing date of the RC/TL Credit Agreement, (b) nominated, appointed or approved by the Board nor (c) appointed by directors so nominated, appointed or approved. Other portions of the definition of Change in Control are not modified by the Ninth Amendment.

The foregoing description of the Ninth Amendment is qualified in its entirety by reference to the Ninth Amendment, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Second Amendment to Term Loan Credit Agreement

On September 16, 2016, the Company entered into the Second Amendment to Term Loan Credit Agreement (the “Second Amendment”) by and among the Company, the lenders party thereto and SunTrust Bank, as administrative agent, which amends that certain Term Loan Credit Agreement, dated as of November 5, 2015 (as previously amended, the “Term Loan Credit Agreement”), by and among the Company, the lenders from time to time party thereto and SunTrust Bank, as administrative agent. The Second Amendment amends the Term Loan Credit Agreement to incorporate the same modifications to the definition of “Change in Control” in the Term Loan Credit Agreement as the modifications to the definition of “Change in Control” in the of the RC/TL Credit Agreement provided for in the Ninth Amendment described above.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

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Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number Description of Exhibit

10.1	Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September 16, 2016.
10.2	Second Amendment to Term Loan Credit Agreement, dated as of September 16, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 19, 2016

BRISTOW GROUP INC.

By: /s/ Joseph A. Baj    Joseph A. Baj
Vice President and Treasurer

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Exhibit Index

Exhibit Number Description of Exhibit

10.1	Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September 16, 2016.
10.2	Second Amendment to Term Loan Credit Agreement, dated as of September 16, 2016.

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EX-10.1

NINTH AMENDMENT TO AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT

THIS NINTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), is made and entered into as of September 16, 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”).

WITNESSETH:

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 22, 2010 (as amended by that certain First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 22, 2011, as further amended by that certain Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 1, 2012, as further amended by that certain Third Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April 29, 2013, as further amended by that certain Fourth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of March 14, 2014, as further amended by that certain Fifth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April 17, 2015, as further amended by that certain Sixth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September 29, 2015, as further amended by that certain Seventh Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 5, 2015, as further amended by that certain Eighth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of May 23, 2016 and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain financial accommodations available to the Borrower;

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement and the Lenders party hereto (constituting Required Lenders under the Credit Agreement) are willing, subject to the terms and conditions set forth herein, to amend the Credit Agreement as provided for herein;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the parties hereto agree as follows:

1.    Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

2.    Amendments to the Credit Agreement.

(a)    Section 1.1 of the Credit Agreement is hereby amended by replacing the first paragraph in the definition of “Change in Control” in its entirety with the following:

“Change in Control” shall mean the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder in effect on the date hereof), (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of 50% or more of the outstanding shares of the voting stock of the Borrower, or (iii) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (a) members of the board of directors on the Closing Date, (b) nominated, appointed or approved by the board of directors nor (c) appointed by directors so nominated, appointed or approved; provided, however, that, with respect to clause (ii) above a transaction in which the Borrower

becomes a Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change in Control if:

3.    Conditions to Effectiveness of this Amendment. It is understood and agreed that this Amendment shall become effective on the date (the “Ninth Amendment Effective Date”) when the Administrative Agent shall have received executed counterparts to this Amendment from the Borrower and the Required Lenders.

4.    Representations and Warranties. To induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Lenders as follows:

(a)    The execution and delivery by the Borrower of this Amendment are within the Borrower’s organizational powers and have been duly authorized by all necessary organizational action;

(b)    The execution, delivery and performance by the Borrower of this Amendment (i) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (ii) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries prohibited under the Loan Documents;

(c)    This Amendment has been duly executed and delivered for the benefit of the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies in general; and

(d)    After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty under the Credit Agreement or other Loan Documents already qualified as to materiality, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.

(e)    Since June 30, 2016, there has not occurred any event that has had or could reasonably be expected to have, a Material Adverse Effect.

5.    Effect of Amendment. Except as set forth expressly herein, all terms of the Credit Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower (to the extent that the Borrower is a party thereto) to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. Upon its effectiveness pursuant to the terms hereof, this Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.

6.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States of America.

7.    No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto.

8.    Costs and Expenses. The Borrower agrees to pay on demand all reasonable, out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this

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Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

9.    Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in .pdf form shall be as effective as delivery of a manually executed counterpart hereof.

10.    Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.

11.    Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

[Signature Pages To Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, under seal in the case of the Borrower, by their respective authorized officers as of the day and year first above written.

BORROWER:
BRISTOW GROUP INC.
By:	/s/ Joseph A. Baj
	Name: Joseph A. Baj
	Title: Vice President and Treasurer

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

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LENDERS:
SUNTRUST BANK. individually and as Administrative Agent, Swingline Lender and Issuing Bank
By:	/s/ Shannon Juhan
	Name: Shannon Juhan
	Title: Director

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:	/s/ Kevin Sparks
	Name: Kevin Sparks
	Title: Director

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

BARCLAYS BANK PLC
By:	/s/ Jonathan Wilson
	Name: Jonathan Wilson
	Title: Director
	EXECUTED IN NEW YORK

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

BRANCH BANKING AND TRUST COMPANY
By:	/s/ DeVon J. Lang
	Name: DeVon J. Lang
	Title: Senior Vice President

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

CITIBANK, N.A.
By:	/s/ Rob Malleck
	Name: Rob Malleck
	Title: Vice President

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

COMPASS BANK
By:	/s/ Stephanie Cox
	Name: Stephanie Cox
	Title: Sr. Vice President

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By:	/s/ Nupur Kumar
	Name: Nupur Kumar
	Title: Authorized Signatory
By:	/s/ Warren Van Heyst
	Name: Warren Van Heyst
	Title: Authorized Signatory

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

HSBC BANK USA, N.A.
By:	/s/ Michael Bustios
	Name: Michael Bustios
	Title: Vice President, 20556

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

JPMORGAN CHASE BANK, N.A.
By:	/s/ Thomas Okamoto
	Name: Thomas Okamoto
	Title: Authorized Officer

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Jessica McGuire
	Name: Jessica McGuire
	Title: Assistant Vice President

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

Regions Bank
By:	/s/ Margaret Rehou
	Name: Margaret Rehou
	Title: Vice President

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

Wells Fargo Bank, N.A.
By:	/s/ Corbin M. Womac
	Name: Corbin M. Womac
	Title: Director

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

WHITNEY BANK
By:	/s/ Gregory J. Zaunbrecher
	Name: Gregory J. Zaunbrecher
	Title: Senior Vice President

[Signature Page to Ninth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement]

EX-10.2

SECOND AMENDMENT TO

TERM LOAN CREDIT AGREEMENT

THIS SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”), is made and entered into as of September 16, 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”).

WITNESSETH:

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a certain Term Loan Credit Agreement, dated as of November 5, 2015 (as amended by that certain First Amendment to Term Loan Credit Agreement, dated as of May 23, 2016 and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain financial accommodations available to the Borrower;

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement and the Lenders party hereto (constituting Required Lenders under the Credit Agreement) are willing, subject to the terms and conditions set forth herein, to amend the Credit Agreement as provided for herein;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the parties hereto agree as follows:

1.    Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

2.    Amendments to the Credit Agreement.

(a)    Section 1.1 of the Credit Agreement is hereby amended by replacing the first paragraph in the definition of “Change in Control” in its entirety with the following:

“Change in Control” shall mean the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder in effect on the date hereof), (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of 50% or more of the outstanding shares of the voting stock of the Borrower, or (iii) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (a) members of the board of directors on the Closing Date, (b) nominated, appointed or approved by the board of directors nor (c) appointed by directors so nominated, appointed or approved; provided, however, that, with respect to clause (ii) above a transaction in which the Borrower becomes a Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change in Control if

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3.    Conditions to Effectiveness of this Amendment. It is understood and agreed that this Amendment shall become effective on the date (the “Second Amendment Effective Date”) when the Administrative Agent shall have received executed counterparts to this Amendment from the Borrower and the Required Lenders.

4.    Representations and Warranties. To induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Lenders as follows:

(a)    The execution and delivery by the Borrower of this Amendment are within the Borrower’s organizational powers and have been duly authorized by all necessary organizational action;

(b)    The execution, delivery and performance by the Borrower of this Amendment (i) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (ii) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries prohibited under the Loan Documents;

(c)    This Amendment has been duly executed and delivered for the benefit of the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies in general; and

(d)    After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty under the Credit Agreement or other Loan Documents already qualified as to materiality, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.

(e)    Since June 30, 2016, there has not occurred any event that has had or could reasonably be expected to have, a Material Adverse Effect.

5.    Effect of Amendment. Except as set forth expressly herein, all terms of the Credit Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower (to the extent that the Borrower is a party thereto) to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. Upon its effectiveness pursuant to the terms hereof, this Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.

6.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States of America.

7.    No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto.

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8.    Costs and Expenses. The Borrower agrees to pay on demand all reasonable, out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

9.    Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in .pdf form shall be as effective as delivery of a manually executed counterpart hereof.

10.    Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.

11.    Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

[Signature Pages To Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, under seal in the case of the Borrower, by their respective authorized officers as of the day and year first above written.

BORROWER:
BRISTOW GROUP INC.
By	/s/ Joseph A. Baj
	Name: Joseph A. Baj
	Title: Vice President and Treasurer

[Signature Page to Second Amendment to Term Loan Credit Agreement]

LENDERS:
SUNTRUST BANK. individually and as Administrative Agent
By:	/s/ Shannon Juhan
	Name: Shannon Juhan
	Title: Director

[Signature Page to Second Amendment to Term Loan Credit Agreement]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:	/s/ Kevin Sparks
	Name: Kevin Sparks
	Title: Director

[Signature Page to Second Amendment to Term Loan Credit Agreement]

BARCLAYS BANK PLC
By:	/s/ Jonathan Wilson
	Name: Jonathan Wilson
	Title: Director
	EXECUTED IN NEW YORK

[Signature Page to Second Amendment to Term Loan Credit Agreement]

BRANCH BANKING AND TRUST COMPANY
By:	/s/ DeVon J. Lang
	Name: DeVon J. Lang
	Title: Senior Vice President

[Signature Page to Second Amendment to Term Loan Credit Agreement]

COMPASS BANK
By:	/s/ Stephanie Cox
	Name: Stephanie Cox
	Title: Sr. Vice President

[Signature Page to Second Amendment to Term Loan Credit Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By:	/s/ Nupur Kumar
	Name: Nupur Kumar
	Title: Authorized Signatory
By:	/s/ Warren Van Heyst
	Name: Warren Van Heyst
	Title: Authorized Signatory

[Signature Page to Second Amendment to Term Loan Credit Agreement]

JPMORGAN CHASE BANK, N.A.
By:	/s/ Thomas Okamoto
	Name: Thomas Okamoto
	Title: Authorized Officer

[Signature Page to Second Amendment to Term Loan Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Jessica McGuire
	Name: Jessica McGuire
	Title: Assistant Vice President

[Signature Page to Second Amendment to Term Loan Credit Agreement]

Wells Fargo Bank, N.A.
By:	/s/ Corbin M. Womac
	Name: Corbin M. Womac
	Title: Director

[Signature Page to Second Amendment to Term Loan Credit Agreement]

WHITNEY BANK
By:	/s/ Gregory J. Zaunbrecher
	Name: Gregory J. Zaunbrecher
	Title: Senior Vice President

[Signature Page to Second Amendment to Term Loan Credit Agreement]