exv10w1






Exhibit
10.1



Execution Version




BRISTOW GROUP INC.




COMMON STOCK PURCHASE AGREEMENT




June 11, 2008




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page     
	COMMON STOCK PURCHASE AGREEMENT
	 	 	1	 
	 
	 	 	 	 
	SECTION 1. AUTHORIZATION AND SALE OF SHARES
	 	 	1	 
	1.1 Authorization
	 	 	1	 
	1.2 Sale of the Shares
	 	 	1	 
	 
	 	 	 	 
	SECTION 2. CLOSING DATE; DELIVERY
	 	 	1	 
	2.1 Closing
	 	 	1	 
	2.2 Delivery
	 	 	1	 
	 
	 	 	 	 
	SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	 	 	1	 
	3.1 Organization and Standing; Subsidiaries; Charter and Bylaws
	 	 	1	 
	3.2 Capitalization
	 	 	2	 
	3.3 Authorization
	 	 	2	 
	3.4 Valid Offering
	 	 	2	 
	3.5 SEC Reports
	 	 	3	 
	3.6 No Conflicts
	 	 	3	 
	3.7 Governmental Consent, New York Stock Exchange, etc.
	 	 	4	 
	3.8 Litigation
	 	 	4	 
	3.9 Brokers or Finders
	 	 	4	 
	 
	 	 	 	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
	 	 	4	 
	4.1 Experience; Accredited Investor
	 	 	4	 
	4.2 Investment
	 	 	4	 
	4.3 Access to Data
	 	 	5	 
	4.4 Authorization
	 	 	5	 
	4.5 Address
	 	 	6	 
	4.6 Litigation, etc.
	 	 	6	 
	4.7 Governmental Consent, etc.
	 	 	6	 
	4.8 Brokers or Finders
	 	 	6	 
	 
	 	 	 	 
	SECTION 5. CONDITIONS TO CLOSING BY THE PURCHASER
	 	 	6	 
	5.1 Representations and Warranties Correct
	 	 	6	 
	5.2 Covenants
	 	 	6	 
	5.3 No Legal Order Pending
	 	 	7	 
	5.4 No Law Prohibiting or Restricting Such Sale
	 	 	7	 
	5.5 Compliance Certificate
	 	 	7	 
	5.6 Proceedings and Documents; Legal Matters
	 	 	7	 
	5.7 Good Standing Certificate
	 	 	7	 
	5.8 Secretary’s Certificate
	 	 	7	 
	5.9 Legal Opinion
	 	 	7	 
	5.10 HSR Act
	 	 	7	 
	5.11 Public Offering
	 	 	7	 






 









 






	 	 	 	 	 
	 	 	Page     
	SECTION 6. CONDITIONS TO CLOSING BY THE COMPANY
	 	 	7	 
	6.1 Representations
	 	 	8	 
	6.2 Covenants
	 	 	8	 
	6.3 No Legal Order Pending
	 	 	8	 
	6.4 No Law Prohibiting or Restricting Such Sale
	 	 	8	 
	6.5 HSR Act
	 	 	8	 
	 
	 	 	 	 
	SECTION 7. RESTRICTIONS ON TRANSFERABILITY OF SHARES; COMPLIANCE WITH SECURITIES ACT
	 	 	8	 
	7.1 Restrictions on Transferability
	 	 	8	 
	7.2 Restrictive Legend
	 	 	9	 
	 
	 	 	 	 
	SECTION 8. COVENANTS
	 	 	9	 
	8.1 Fulfillment of Closing Conditions
	 	 	9	 
	8.2 Confidentiality
	 	 	9	 
	8.3 Publicity
	 	 	10	 
	8.4 Indemnification
	 	 	10	 
	8.5 NYSE Listing
	 	 	11	 
	 
	 	 	 	 
	SECTION 9. MISCELLANEOUS
	 	 	11	 
	9.1 Governing Law
	 	 	11	 
	9.2 Survival
	 	 	11	 
	9.3 Successors and Assigns
	 	 	12	 
	9.4 Entire Agreement; Amendment
	 	 	12	 
	9.5 Costs and Expenses
	 	 	12	 
	9.6 Notices, etc.
	 	 	12	 
	9.7 Delays or Omissions
	 	 	12	 
	9.8 Severability
	 	 	13	 
	9.9 Titles and Subtitles
	 	 	13	 
	9.10 Counterparts
	 	 	13	 
	9.11 Construction
	 	 	13	 
	9.12 Definitions
	 	 	13	 
	9.13 Facsimile Signatures
	 	 	13	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	A            Purchaser Address Schedule
	 	 	 	 
	 
	 	 	 	 
	B            Investor Questionnaire
	 	 	 	 
	 
	 	 	 	 
	C            Form of Opinion
	 	 	 	 







 









 








COMMON STOCK PURCHASE AGREEMENT




     This Agreement is entered into effective as of June 11, 2008 by and among BRISTOW GROUP INC.,
a Delaware corporation (the “Company”), and Caledonia Investments plc (“Purchaser”).



SECTION 1.

AUTHORIZATION AND SALE OF SHARES




          1.1 Authorization. The Company has authorized the sale and issuance of 281,900 shares of
its common stock, par value $0.01 per share (the “Common Stock”), at the Closing (as hereinafter
defined).




          1.2 Sale of the Shares. Subject to the terms and conditions hereof, the Purchaser will buy
from the Company, and the Company will issue and sell to Purchaser, 281,900 shares of Common Stock
(the “Shares”) at a purchase price of $46.87 per share.




SECTION 2.

CLOSING DATE; DELIVERY




          2.1 Closing. The closing of the purchase and sale of the Shares hereunder will be held at
the offices of Baker Botts L.L.P., 910 Louisiana, Houston Texas, on the first business day
immediately following the day on which all of the conditions set forth in Sections 5 and 6 are
satisfied (the “Closing”), or at such other time and place upon which the Company and Purchaser
mutually agree upon orally or in writing (the date of the Closing is hereinafter referred to as the
“Closing Date”).




          2.2 Delivery. At the Closing, the Company will deliver to Purchaser a certificate or
certificates, registered in Purchaser’s name representing the Shares, against payment of the
purchase price therefor, by wire transfer to the Company in accordance with its instructions.




SECTION 3.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY




     The Company represents and warrants to Purchaser both as of the date hereof and again as of
the Closing as follows:



          3.1 Organization and Standing; Subsidiaries; Charter and Bylaws. The Company and each of
its Subsidiaries (as hereinafter defined) is a corporation, partnership or limited liability
company duly organized, existing and in good standing under the laws of the jurisdiction of its
incorporation or organization. The Company and each of its Subsidiaries has all requisite
corporate, partnership or limited liability company power and authority to own and operate their
respective properties and assets, and to carry on their business as presently conducted. The
Company and each of its Subsidiaries currently is qualified to do business in each jurisdiction,
except where the failure to be so qualified has not had and would not




1









 







reasonably be expected to have, individually or in the aggregate, a material adverse effect on the
assets, liabilities, financial condition, operating results or business of the Company and its
Subsidiaries, taken as a whole (a “Material Adverse Effect”). The Company has made available to
Purchaser a true, correct and complete copy of the Company’s Certificate of Incorporation, as in
full force and effect on the date hereof (the “Charter”), and a true, correct and complete copy of
the Company’s Bylaws as in full force and effect on the date hereof (the “Bylaws”).




          3.2 Capitalization. The authorized capital stock of the Company consists of 90,000,000
shares designated as Common Stock and 8,000,000 shares designated as preferred stock, par value
$.01 per share (“Preferred Stock”), of which 1,000,000 shares are designated as Series A Junior
Participating Preferred Stock, par value $0.01 per share (“Series A Junior Preferred Stock”), and
of which 4,600,000 shares are designated as 5.50% Mandatory Convertible Preferred Stock, par value
$0.01 per share (“Mandatory Convertible Preferred Stock”). As of March 31, 2008, there were
23,923,685 shares of Common Stock outstanding, 4,600,000 shares of Mandatory Convertible Preferred
Stock outstanding and no shares of Series A Junior Preferred Stock outstanding. The Company also
intends to issue additional shares of Common Stock in the public offering described in Section
5.11. The outstanding shares of the Company’s capital stock have been duly authorized and validly
issued and are fully paid and nonassessable. Each outstanding share of Common Stock carries a
stock purchase right issued pursuant to the provisions of the Company’s Rights Agreement as amended
to date. Except as described in this Agreement or the SEC Reports (defined below), there are no
other options, warrants, conversion privileges or other contractual rights presently outstanding to
purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or
other securities.




          3.3 Authorization. The Company has all requisite corporate power and authority to execute
and deliver this Agreement, to sell and issue the Shares hereunder and to carry out and perform its
obligations under the terms of this Agreement. All corporate action on the part of the Company,
its directors and its stockholders necessary for the authorization, execution, delivery and
performance of this Agreement by the Company, the authorization, sale, issuance and delivery of the
Shares and the performance of all of the Company’s obligations hereunder has been taken or will
have been taken prior to the Closing. The issuance of the Shares does not require approval of the
Company’s stockholders pursuant to the New York Stock Exchange Rules currently in effect. This
Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance
with its terms, except as such enforcement is subject to the effect of (i) any applicable
bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors’ rights
generally, and (ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). Upon issuance in accordance with the provisions
of this Agreement, the Shares will be validly issued, fully paid and nonassessable. The issuance
and sale of the Shares contemplated hereby will not give rise to any preemptive rights or rights of
first refusal on behalf of any person.




          3.4 Valid Offering. Assuming the accuracy of the representations and warranties of the
Purchaser contained in Section 4 hereof, the offer, sale and issuance of the Shares will be exempt
from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), and will be registered or qualified (or are exempt from




2









 







registration and qualification) under the registration, permit or qualification requirements of all
applicable state securities laws.




          3.5 SEC Reports. The Company has previously made available to Purchaser true and complete
copies of its (i) Annual Report on Form 10-K for its fiscal year ended March 31, 2008, (ii) Current
Report on Form 8-K dated June 6, 2008, (iii) the Registration Statement on Form S-3 dated June 9,
2008, and (iv) any other reports or registration statements filed by the Company with the
Securities and Exchange Commission (the “Commission”) since March 31, 2008, except for preliminary
material, which are all the documents that the Company was required to file since that date
(collectively, the “SEC Reports”). As of their respective dates, the SEC Reports complied as to
form in all material respects with the requirements of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder applicable
to such SEC Reports. As of their respective dates, the SEC Reports, when read together with
previously filed SEC Reports, did not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading, except as updated, corrected or
superseded by subsequently filed SEC Reports. Except as may be indicated therein or in the notes
thereto, the audited consolidated financial statements and unaudited interim financial statements
of the Company included in the SEC Reports comply as to form in all material respects with
applicable accounting requirements and with the published rules and regulations of the Commission
with respect thereto, have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods covered thereby and fairly present
in all material respects the financial condition of the Company as of the dates indicated and the
results of operations, changes in stockholders’ equity and cash flows of the Company for the period
indicated. Since March 31, 2008, there has been no change in the assets, liabilities, financial
condition, operating results or business of the Company and its Subsidiaries, taken as a whole,
from that reflected in the audited consolidated financial statements and unaudited interim
financial statements of the Company included in the SEC Reports, except as set forth in the SEC
Reports and except for changes that have not had and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.




          3.6 No Conflicts. The execution, delivery and performance of this Agreement, including the
issuance of the Shares, have not resulted and will not (i) result in any violation of or conflict
with, or constitute a default under, the Company’s Charter or Bylaws, (ii) result in any violation
of or conflict with, or constitute a material default under, any mortgage, indebtedness, lease,
indenture, contract, agreement, license, instrument, judgment, order, decree, statute, law,
ordinance, rule or regulation to which the Company or any of its Subsidiaries is party or otherwise
subject to (subject to any notices of sale required to be filed with the Commission under
Regulation D of the Securities Act, required filings under the U.S. Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”), or such post-closing filings as may be
required under applicable state securities laws, which will be timely filed within the applicable
periods therefor), or (iii) result in the creation of any mortgage, pledge, lien, encumbrance or
charge upon any of the properties or assets of the Company or any of its Subsidiaries, except in
the case of clauses (ii) or (iii) as has not had and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.




3









 








          3.7 Governmental Consent, New York Stock Exchange, etc. No consent, approval or
authorization of or designation, declaration or filing with any governmental authority or the New
York Stock Exchange (“NYSE”) on the part of the Company is required in connection with the
execution, delivery and performance of this Agreement, except any notices of sale required to be
filed with the Commission under Regulation D of the Securities Act, required filings under the HSR
Act, required notice under NYSE rules, or such post-closing filings as may be required under
applicable state securities laws, which will be timely filed within the applicable periods
therefor.




          3.8 Litigation. There is no action, suit, proceeding or investigation pending or, to the
Company’s knowledge, currently threatened against the Company or any Subsidiary of the Company that
questions the validity of this Agreement or the right of the Company to enter into such agreement,
or to consummate the transactions contemplated hereby, or that would reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect or that would reasonably be
expected to materially adversely affect the Company’s ability to consummate the transaction
contemplated hereby.




          3.9 Brokers or Finders. The Company has not incurred, and will not incur, directly or
indirectly, as a result of any action taken by the Company, any liability for brokerage or finders’
fees or agents’ commissions or any similar charge in connection with this Agreement.




SECTION 4.

REPRESENTATIONS AND WARRANTIES OF PURCHASER




     Purchaser represents and warrants to the Company both as of the date hereof and again as of
the Closing as follows:



          4.1 Experience; Accredited Investor. Purchaser is a sophisticated investor and has
experience in evaluating and investing in private placement transactions of securities in companies
similar to the Company so that Purchaser is capable of evaluating the merits and risks of its
investment in the Company and has the capacity to protect its own interests. Further, Purchaser
recognizes that an investment in the Company is highly speculative and involves significant risks
(including those identified in the SEC Reports) including a complete loss of such investment. In
addition, Purchaser is a “qualified institutional buyer” as such term is defined in Rule 144A under
the Securities Act and an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act and has accurately completed the questionnaire attached
hereto as Exhibit B. Purchaser (i) has no need for liquidity in the investment in the Shares, (ii)
is able to bear the substantial economic risk of an investment in the Shares for an indefinite
period and (iii) could afford the complete loss of Purchaser’s investment in the Shares. Purchaser
became interested in the private placement of the Shares through its pre-existing relationship with
the Company and not through a general solicitation, the filing of the Registration Statement on
Form S-3 dated June 9, 2008 or any use thereof.




          4.2 Investment. Purchaser is acquiring the Shares for investment for Purchaser’s own
account, not as a nominee or agent, and not with the view to, or for resale in connection with, any
distribution thereof. Purchaser has not offered or sold any portion of the




4









 







Shares to be acquired by it and has no present intention of reselling or otherwise disposing of any
portion of such Shares either currently or after the passage of a fixed or determinable period of
time or upon the occurrence or nonoccurrence of any predetermined event or circumstance. Purchaser
understands that the Shares to be purchased have not been, and will not be, registered under the
Securities Act or qualified under applicable blue sky or other state securities laws by reason of
specific exemptions from the registration provisions of the Securities Act and the qualification
provisions of applicable blue sky and other state securities laws, the availability of which
depends upon, among other things, the bona fide nature of the investment intent and the accuracy of
Purchaser’s representations as expressed herein. Purchaser understands that no Federal or state
agency has passed upon the Shares or made any finding or determination as to the fairness of the
investment or any recommendation or endorsement of the Shares. Purchaser acknowledges that the
Shares must be held indefinitely unless subsequently registered under the Securities Act or unless
an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144
promulgated under the Securities Act, which permit limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions. In acquiring the Shares, Purchaser is
acting on Purchaser’s own behalf and is not acting together with any other person or entity for the
purpose of acquiring, holding, voting or disposing of the Shares within the meaning of Section
13(d) of the Exchange Act. If Purchaser is not a natural person, it was not formed solely for
purposes of making this investment. Except for Jonathan H. Cartwright and Peter N. Buckley, who
currently serve on the Company’s Board of Directors, Purchaser is not, and has not been within the
90 days prior to the Closing Date, an officer, director, employee, agent or affiliate of the
Company. Unless Purchaser has otherwise notified the Company in writing, Purchaser is not a broker
or dealer of Shares and prior to the Closing Date, Purchaser has been and is the beneficial owner
of greater than 5% of the Common Stock. Purchaser has not prior to the date hereof directly or
indirectly, through related parties, affiliates or otherwise (a) sold “short” or “short against the
box” (as those terms are generally understood) any equity security of the Company; or (b) otherwise
engaged in any transaction which involves hedging of its position in, or reducing of its economic
exposure to, the Common Stock of the Company.




          4.3 Access to Data. Purchaser has read carefully and understands this Agreement and has
consulted with Purchaser’s own attorney, accountant or investment advisor with respect to the
investment contemplated hereby and its suitability for Purchaser. Purchaser has received a copy of
the SEC Reports. Purchaser has had an opportunity to discuss the Company’s business, management
and financial affairs with its management and has had the opportunity to review the Company’s
facilities. Purchaser also has had opportunity to ask questions of officers of the Company.
Purchaser’s taking advantage of any such opportunity however, does not limit or modify the
representations and warranties of the Company in Section 3 hereof or the right of Purchaser to rely
thereon. Purchaser has relied solely upon the information provided by the Company in the SEC
Reports and this Agreement in making the decision to invest in the Shares.




          4.4 Authorization. Purchaser has all requisite power and authority to execute and deliver
this Agreement and to carry out and perform its obligations under the terms of this Agreement. All
corporate action on the part of Purchaser, Purchaser’s directors and stockholders necessary for the
authorization, execution, delivery and performance of this Agreement by Purchaser, the purchase of
the Shares and the performance of all of Purchaser’s obligations




5









 







hereunder has been taken or will be taken prior to the Closing. This Agreement constitutes the
valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as such
enforcement is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization
or other laws relating to or affecting creditors’ rights generally, and (ii) general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at
law).




          4.5 Address. The address set forth opposite Purchaser’s name on the Purchaser Address
Schedule attached hereto as Exhibit A is true and correct, such address is Purchaser’s resident or
principal place of business, and Purchaser has no present intention of changing such residence or
principal place of business to any other state or jurisdiction.




          4.6 Litigation, etc. There is no action, suit, proceeding or investigation pending or, to
Purchaser’s knowledge, currently threatened against Purchaser that questions the validity of this
Agreement or the right of Purchaser to enter into such agreement, or to consummate the transactions
contemplated hereby, or that would reasonably be expected to materially adversely affect
Purchaser’s ability to consummate the transaction contemplated hereby.




          4.7 Governmental Consent, etc. Except for Purchaser’s application filing under the HSR Act
and statements of beneficial ownership that may need to be filed with the Commission, no consent,
approval or authorization of or designation, declaration or filing with any governmental authority
on the part of Purchaser is required in connection with the execution, delivery and performance of
this Agreement.




          4.8 Brokers or Finders. Purchaser has not incurred, and will not incur, directly or
indirectly, as a result of any action taken by Purchaser, any liability for brokerage or finders’
fees or agents’ commissions or any similar charge in connection with this Agreement.




SECTION 5.

CONDITIONS TO CLOSING BY THE PURCHASER




     Purchaser’s obligation to purchase the Shares at the Closing is, at the option of Purchaser,
subject to the fulfillment of the following conditions:



          5.1 Representations and Warranties Correct. The representations and warranties made by the
Company (i) in Sections 3.1 (with respect to the Company), 3.2, 3.3 and 3.4 shall be true and
correct in all respects (without regard to materially qualifiers contained therein) as of the
Closing Date, with the same effect as though such representations and warranties had been made on
the Closing Date except to the extent any such representation specifically references an earlier
date, and (ii) in all other representations and warranties set forth in Section 3 hereof shall be
true and correct in all material respects as of the Closing Date with the same effect as though
such representations and warranties had been made on the Closing Date except to the extent any such
representation specifically references an earlier date.




          5.2 Covenants. All covenants, agreements and conditions contained in this Agreement to be
performed by the Company on or prior to the Closing Date shall have been performed or complied
with.




6









 








          5.3 No Legal Order Pending. There shall not then be in effect any legal or other order
enjoining or restraining the transactions contemplated by this Agreement.




          5.4 No Law Prohibiting or Restricting Such Sale There shall not be in effect any law, rule
or regulation prohibiting or restricting such purchase or requiring any consent or approval of any
person prior to such purchase which shall not have been obtained.




          5.5 Compliance Certificate. The Company shall have delivered to Purchaser a certificate
executed by the President and Chief Executive Officer and the Executive Vice President and Chief
Financial Officer of the Company, dated the Closing Date, and certifying as to the fulfillment of
the conditions specified in Sections 5.1 and 5.2 of this Agreement.




          5.6 Proceedings and Documents; Legal Matters. All corporate and other proceedings in
connection with the transactions contemplated at the Closing, and all documents incident thereto,
shall be reasonably satisfactory in form and substance to Purchaser. All material matters of a
legal nature which pertain to this Agreement and the transactions contemplated hereby, shall be
reasonably approved by Purchaser on advice of counsel.




          5.7 Good Standing Certificate. The Company shall have delivered to Purchaser a certificate
dated as of a recent date issued by the Secretary of State of Delaware to the effect that the
Company is legally existing and in good standing.




          5.8 Secretary’s Certificate. The Company shall have delivered to Purchaser a certificate
executed by the Secretary of the Company dated as of the Closing, certifying as to (i) the
directors’ resolutions authorizing the transactions contemplated by this Agreement; (ii) the
Charter of the Company; (iii) the Bylaws of the Company; (iv) the incumbency of the Chief Executive
Officer and President, Executive Vice President and Chief Financial Officer and Secretary of the
Company; and (v) such other matters as the Purchaser may reasonably request.




          5.9 Legal Opinion. Purchaser shall have received an opinion from Baker Botts L.L.P.,
counsel to the Company, substantially to the effect set forth in Exhibit C.




          5.10 HSR Act. The waiting period applicable to the purchase of the Shares by Purchaser
under the HSR Act shall have expired or been terminated.




          5.11 Public Offering. The Company shall have completed its public offering of 4,100,000
shares of Common Stock.




          5.12 NYSE Listing. The Company shall have received approval from the NYSE for the listing
of the Shares on the exchange in accordance with Sections 703 and 903 of the NYSE Listed Company
Manual.




SECTION 6.

CONDITIONS TO CLOSING BY THE COMPANY




     The Company’s obligation to sell and issue the Shares at the Closing is, at the option of the
Company, subject to the fulfillment as of the Closing Date of the following conditions:



7









 





          6.1 Representations. The representations made by Purchaser in Section 4 hereof shall be
true and correct in all material respects on the Closing Date with the same effect as though such
representations and warranties had been made on the Closing Date except to the extent any such
representation specifically references an earlier date.




          6.2 Covenants. All covenants, agreements and conditions contained in this Agreement to be
performed by Purchaser on or prior to the Closing Date shall have been performed or complied with.




          6.3 No Legal Order Pending. There shall not then be in effect any legal or other order
enjoining or restraining the transactions contemplated by this Agreement.




          6.4 No Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule
or regulation prohibiting or restricting such sale and issuance or requiring any consent or
approval of any person prior to such sale and issuance which shall not have been obtained.




          6.5 HSR Act. The waiting period applicable to the purchase of the Shares by Purchaser
under the HSR Act shall have expired or been terminated.




SECTION 7.

RESTRICTIONS ON TRANSFERABILITY OF SHARES;

COMPLIANCE WITH SECURITIES ACT




          7.1 Restrictions on Transferability. Purchaser acknowledges that the Shares are
“restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act.
Purchaser agrees that it has not and will not make any offer, sale or other transfer of the Shares
by any means which would not comply with applicable law or this Agreement or which would otherwise
impose upon the Company any obligation to satisfy any public filing or registration requirement.
Purchaser further agrees that it will not offer, sell or transfer the Shares unless:





	 	(a)	 	there is then in effect a registration statement under the
Securities Act covering such proposed disposition (the “Registration
Statement”) and such disposition is made in accordance with the Registration
Statement; or
	 
	 	(b)	 	Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a statement of the
circumstances surrounding the proposed disposition, and, if requested by the
Company, it shall have furnished the Company with an opinion of counsel,
reasonably satisfactory to the Company that such disposition is exempt from
registration of such shares under the Securities Act or any applicable state,
foreign or other securities laws.




Purchaser acknowledges that the Company is under no obligation to aid Purchaser in obtaining any
exemption from registration requirements in connection with a proposed disposition.




8









 







Purchaser also acknowledges that Purchaser shall be responsible for compliance with all conditions
on transfer imposed by any securities administrator of any state and for any expenses incurred by
the Company for legal or accounting services in connection with reviewing such a proposed transfer
and issuing opinions in connection therewith. Purchaser understands and agrees that any
disposition of the Shares in violation of this Agreement shall be null and void, and that no
transfer of the Shares shall be made by the Company or the transfer agent for the Common Stock upon
the Company’s stock transfer books or records unless and until there has been compliance with the
terms of this Agreement, the Securities Act, any applicable state and foreign securities law and
any other laws. Purchaser agrees that it will not transfer the Shares, other than pursuant to a
Registration Statement or in a transaction that complies with Rule 144 of the Securities Act,
unless the transferee agrees to be bound by the restrictions on transfer contained herein to the
same extent as if it were the original Purchaser.




          7.2 Restrictive Legend. Each certificate representing (i) the Shares and (ii) any other
securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend in
the following form:





THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT THAT SUCH SALE
OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID
ACT.



          Purchaser consents to the Company making a notation on its records and giving instructions to
any transfer agent of the Common Stock in order to implement the restrictions on transfer
established in this Section 7.




SECTION 8.

COVENANTS




          8.1 Fulfillment of Closing Conditions. The Company and Purchaser agree to use their
commercially reasonable best efforts to cause the fulfillment of the closing conditions (to the
extent, in whole or in part, within each of their direct or indirect control) set forth in Sections
5 and 6 hereof.




          8.2 Confidentiality. For the purposes of this Section 8.2, the term “Confidential
Information” means information delivered to Purchaser by or on behalf of the Company or any
Subsidiary of the Company in connection with the transactions contemplated by or otherwise pursuant
to this Agreement (including, without limitation, any information regarding the transactions
contemplated hereby provided prior to the Closing Date), provided




9









 







that such term does not include information that (i) was publicly known or otherwise known to
Purchaser prior to the time of such disclosure, (ii) subsequently becomes publicly known through no
act or omission by Purchaser or any person or entity acting on Purchaser’s behalf, or (iii)
otherwise becomes known to Purchaser other than through disclosure by the Company or any Subsidiary
of the Company. Purchaser will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by Purchaser in good faith to protect confidential information
of third parties delivered to Purchaser, provided that Purchaser may deliver or disclose
Confidential Information to (a) its directors, officers, employees, agents, attorneys and
affiliates (to the extent such disclosure reasonably relates to the administration of the
investment represented by the Shares), (b) its financial advisors and other professional advisors
who are made aware of the confidential nature of such information, (c) the Commission in connection
with any statement of beneficial ownership under Sections 13 or 16 of the Exchange Act, or (d) any
other person or entity to which such delivery or disclosure may be necessary or appropriate (x) to
effect compliance with any law, rule, regulation or order applicable to Purchaser, (y) in response
to any subpoena or other legal process or (z) in connection with any litigation to which Purchaser
is a party. Purchaser agrees to provide the Company with reasonable prior notice of any proposed
delivery or disclosure of Confidential Information pursuant to clause (d) of the foregoing sentence
and to use commercially reasonable best efforts to cause the person or entity to which such
delivery or disclosure is made to agree in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 8.2. Purchaser hereby acknowledges that
Purchaser is aware, and that Purchaser will advise its representatives who have knowledge of
Confidential Information, that the United States securities laws prohibit any person who has
material, non-public information concerning the Company from purchasing or selling securities of
the Company or from communicating such information to any other person under circumstances in which
it is reasonably foreseeable that such person is likely to purchase or sell such securities, and
Purchaser agrees to comply and cause its representatives to comply with such laws.



          8.3 Publicity. The Company and Purchaser agree not to issue any press release or make any
public announcement with respect to this Agreement or the transactions contemplated hereby unless
the prior written consent of the other party hereto has been obtained, which consent shall not be
unreasonably withheld; provided however, that either party may make public disclosures if it
believes in good faith that such disclosure is required by applicable law (in which case it will
use its best efforts to advise Purchaser prior to making such disclosure).



          8.4 Indemnification.





	 	(a)	 	The Company agrees to indemnify and hold harmless Purchaser
from and against any and all losses, claims, damages, demands or other
liabilities to which Purchaser may become subject in so far as such losses,
claims, damages or liabilities (or actions in respect hereof) relate to or
arise out of any breach by the Company of the terms of this Agreement or as a
result of any of the representations and warranties of the Company being untrue
in any respect. This indemnity shall not, however, apply to the extent that it
is finally judicially determined that such losses, claims, damages or
liabilities resulted primarily from Purchaser’s willful breach of this
Agreement. The Company agrees to reimburse Purchaser promptly for





10









 











	 	 	 	any expenses (including, without limitation, reasonable counsel’s fees and
related charges, settlement costs etc..) reasonably incurred by Purchaser in
connection with investigating or defending (including all appeals) any such
losses, claims, damages, demands or other liabilities, action or proceeding
or in responding to a subpoena or governmental inquiry that arise pursuant
to this Section 8.4(a). The indemnification obligations of the Company are
in addition to any liability the Company may otherwise have and shall
extend, upon the same terms and conditions, to the respective directors,
officers, employees and controlling persons of Purchaser. The
indemnification obligations of the Company shall survive termination of this
Agreement.
	 
	 	(b)	 	Purchaser agrees to indemnify and hold harmless the Company from and
against any and all losses, claims, damages, demands or other liabilities to which
the Company may become subject in so far as such losses, claims, damages or
liabilities (or actions in respect hereof) relate to or arise out of any breach by
Purchaser of the terms of this Agreement or as a result of any of the
representations and warranties of Purchaser being untrue in any respect. This
indemnity shall not, however, apply to the extent that it is finally judicially
determined that such losses, claims, damages or liabilities resulted primarily from
the Company’s willful breach of this Agreement. Purchaser agrees to reimburse the
Company promptly for any expenses (including reasonable counsel’s fees and related
charges, settlement cost etc..) reasonably incurred by the Company in connection
with investigating or defending (including all appeals) any such losses, claims,
damages, demands or other liabilities, action or proceeding or in responding to a
subpoena or governmental inquiry that arise pursuant to this Section 8.4(b). The
indemnification obligations of Purchaser are in addition to any liability Purchaser
may otherwise have and shall extend, upon the same terms and conditions, to the
respective directors, officers, employees and controlling persons of the Company.
The indemnification obligations of Purchaser shall survive termination of this
Agreement.





          8.5 NYSE Listing. The Purchaser shall timely file notice and a subsequent listing
application with the NYSE in accordance with Sections 703 and 903 of the NYSE Listed Company Manual
to cause the Shares to be listed.




SECTION 9.

MISCELLANEOUS




          9.1 Governing Law. This Agreement shall be governed and construed in all respects in
accordance with the laws of the State of Delaware as applied to agreements made and performed in
Delaware by residents of the State of Delaware.




          9.2 Survival. The representations, warranties, covenants and agreements made herein shall
survive any investigation made by Purchaser and the Closing for a period of one year except for
those representations and warranties set forth in Sections 3.1, 3.2, 3.3 and 3.4




11









 







and the indemnification to be provided pursuant to Section 8.4, which shall survive for the
applicable statue of limitations.




          9.3 Successors and Assigns. Except as otherwise provided herein, the provisions hereof
shall inure to the benefit of and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.




          9.4 Entire Agreement; Amendment. This Agreement and the other documents delivered pursuant
hereto at the Closing constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to
any other party in any manner by any warranties, representations or covenants except as
specifically set forth herein or therein. Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought.




          9.5 Costs and Expenses. Each party hereto shall pay its own costs and expenses incurred in
connection herewith, including the fees of its counsel, auditors and other representatives, whether
or not the transactions contemplated hereby are consummated.




          9.6 Notices, etc. All notices and other communications required or permitted hereunder
shall be in writing (or in the form of a telex or telecopy (confirmed in writing) to be given only
during the recipient’s normal business hours unless arrangements have otherwise been made to
receive such notice by telex or telecopy outside of normal business hours) and shall be mailed by
registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, or
telex or telecopy (as provided above) addressed (i) if to the Purchaser, at such address as
Purchaser shall have furnished to the Company in writing or (ii) if to the Company, sent to its
principal executive offices and addressed to the attention of the President, or at such other
address as the Company shall have furnished to Purchaser.




     Each such notice or other communication shall for all purposes of this Agreement be treated as
effective or having been given when delivered if delivered personally, or, if sent by mail, at the
earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained
receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or, if by
telex or telecopy, when received and confirmed in the manner provided above.



          9.7 Delays or Omissions. Except as expressly provided herein, no delay or omission to
exercise any right, power or remedy accruing to Purchaser, upon any breach or default of the
Company under this Agreement, shall impair any such right, power or remedy of Purchaser nor shall
it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any
similar breach or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of Purchaser of any breach
or default under this Agreement, or any waiver on the part of Purchaser of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies,




12









 







either under this Agreement or by law or otherwise afforded to Purchaser, shall be cumulative and
not alternative.




          9.8 Severability. In the event that any provision of this Agreement becomes or is declared
by a court of competent jurisdiction to be illegal, invalid, unenforceable or void, this Agreement
shall continue in full force and effect without said provision. In such event, the parties shall
negotiate, in good faith, a legal, valid and enforceable substitute provision which most nearly
effects the intent of the parties in entering into this Agreement.




          9.9 Titles and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not considered in construing or interpreting this Agreement.




          9.10 Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.




          9.11 Construction. Whenever the context so requires, the singular number includes the
plural and vice versa, and a reference to one gender includes the other gender or the neuter.




          9.12 Definitions. The following terms shall have the following meanings:




          “Business Day” shall mean a day Monday through Friday on which banks are generally open for
business in New York.




          “FINRA” shall mean Financial Industry Regulatory Authority.




          “Subsidiary” shall mean any corporation or other organization, whether incorporated or
unincorporated, of which the Company directly or indirectly owns or controls at least a majority of
the capital stock or other interests having by their terms ordinary voting power to elect a
majority of the board of directors or others performing similar functions with respect to such
corporation or other organization, or any organization of which the Company is a general partner.




          9.13 Facsimile Signatures. Any signature page delivered by a fax machine or telecopy
machine shall be binding to the same extent as an original signature page, with regard to this
Agreement, any agreement subject to the terms hereof or any amendment thereto. Any party who
delivers such a signature page agrees to later deliver an original counterpart to any party which
requests it.




13









 








          The foregoing agreement is hereby executed as of the date first above written.




	 	 	 	 	 
	 	BRISTOW GROUP INC.

 	 
	 	By:  	/s/      Randall A. Stafford
 	 
	 	 	Name:  	Randall A. Stafford 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CALEDONIA INVESTMENTS plc

 	 
	 	By:  	/s/ J.H. Cartwright
 	 
	 	 	Name:  	J.H. Cartwright 	 
	 	 	Title:  	Director 	 
	 




14









 








EXHIBIT A




PURCHASER ADDRESS SCHEDULE




	 	 	 
	Purchaser	 	Address
	Caledonia Investments plc

	 	Cayzer House
	 

	 	30 Buckingham Gate
	 

	 	London
	 

	 	SW1E 6NN
	 

	 	UK
	 

	 	Telephone: +44 207 802 8080






 A-1




 









 








EXHIBIT B




INVESTOR QUESTIONNAIRE




Purchaser Name: Caledonia Investments plc




     A. “ACCREDITED INVESTOR” STATUS



          Purchaser represents and warrants that it comes within each category marked below, and that
for any category marked, it has truthfully set forth the factual basis or reason Purchaser comes
within that category. The undersigned agrees to furnish any additional information that the
Company deems necessary in order to verify the answers set forth below.





	o (a)	 	The undersigned is an individual (not a partnership, corporation, etc.) whose individual
net worth, or joint net worth with its spouse, presently exceeds $1,000,000.
	 
	 	 	Explanation. In calculating net worth you may include equity in personal property
and real estate, including your principal residence, cash, short-term investments,
stock and securities. Equity in personal property and real estate should be based
on the fair market value of such property less debt secured by such property.
	 
	o (b)	 	The undersigned is an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000 in
each of the two most recent years, or joint income with their spouse in excess of $300,000 in each of those years
(in each case including foreign income, tax exempt income and full amount of capital gains and loses but excluding
any income of other family members and any unrealized capital appreciation) and has a reasonable expectation of
reaching the same income level in the current year.
	 
	o (c)	 	The undersigned is a director or executive officer of the Company.
	 
	o (d)	 	The undersigned is a bank; a savings and loan association, insurance company, registered investment company;
registered business development company; licensed small business investment (“SBIC”); and employee benefit plan
within the meaning of Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which is either
a bank, savings and loan association, insurance company or registered investment advisor, or (b) the plan has
total assets in excess of $5,000,000 or is a self directed plan with investment decisions made solely by persons
that are accredited investors.





 B-1




 









 





	 	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	(describe entity)
	 
	 	 
	o (e)

	 	 The undersigned is a private business development company as defined in section
202(a)(22) of the Investment Advisors Act of 1940;
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	(describe entity)
	 
	 	 
	þ (f)

	 	 The undersigned is a corporation, partnership, or non-profit organization within
the meaning of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the
specific purpose of acquiring the Shares and with total assets in excess of $5,000,000;
	 
	 	 
	 

	 	Caledonia Investment plc is an investment company listed on the London Stock
Exchange (symbol: CLDN) and, as at 31 March 2008, the latest date for which audited
financial statements are available, as published on 29 May 2008 in the company’s
preliminary announcement of its financial results for the financial year ended 31
March 2008, had total balance sheet equity of £1,251.9m (one billion two hundred and
fifty one million, nine hundred thousand pounds sterling).
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	(describe entity)
	 
	 	 
	o (g)

	 	 The undersigned is a trust with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring
the Shares, where the purchase is directed by a
“sophisticated person” as defined in Regulation
506(b)(2)(ii).
	 
	 	 
	o (h)

	 	 The undersigned is an entity all the equity owners of which
are “accredited investors” within one or more of the above
categories. If relying upon this Category alone, each equity
owner must complete a separate copy of this Agreement.
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	(describe entity)






                  THE UNDERSIGNED IS INFORMED OF THE SIGNIFICANCE TO THE COMPANY OF THE FOREGOING
REPRESENTATIONS, AND THEY ARE MADE WITH THE INTENTION THAT THE COMPANY WILL RELY ON THEM.




 B-2




 









 






	 	B.	 	MANNER IN WHICH TITLE TO BE HELD (check one)






	 	1.	o	Individual Ownership
	 
	 	2.	o 	Community Property
	 
	 	3.	o 	Joint Tenant with Right of Survivorship (both parties must sign)
	 
	 	4.	o 	Partnership
	 
	 	5.	o 	 Tenants in Common
	 
	 	6.	þ 	 Corporation
	 
	 	7.	o 	 Trust
	 
	 	8.	o 	 Other






	 	C.	 	FINRA AFFILIATION





          If the Purchaser is a member of the FINRA or an affiliate or associate (within the meaning of
the rules of FINRA) of such a member, so indicate below and describe any applicable affiliation or
association. If none, so state.



Caledonia Investments plc is not a member of FINRA. The Company does have a 30% interest in
Berkshire Capital Securities LLC, which is a member.




                                                                                                                                                                                                                            




          IN WITNESS WHEREOF, the undersigned has executed the Questionnaire on June 11, 2008.




	 	 	 	 	 
	 	 	 
	 	/s/   J.H. Cartwright
 	 
	 	J.H. Cartwright 	 
	 	Director


(Signature) 	 
	 



	 	 	 	 	 
	 	Caledonia Investment plc
 	 
	 	(Title for Entity) 	 
	 	 	 
	 	 	 
	 



 B-3





 









 








EXHIBIT C




OPINION





     1. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware and has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as now being conducted.



     2. The Company has the requisite corporate power to enter into the Purchase Agreement, to sell
and issue the Shares and to carry out and perform its obligations under the terms of the Purchase
Agreement. The Purchase Agreement has been duly and validly authorized by all necessary corporate
action on the part of the Company and has been duly executed by an authorized officer of the
Company and delivered by the Company.



     3. The Purchase Agreement constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting
the enforcement of creditors’ rights, and subject to general principles of equity and public policy
(regardless of whether such enforceability is considered in a proceeding in equity or at law).



     4. The Shares have been duly authorized and, when issued and delivered in accordance with the
terms of the Purchase Agreement, will be validly issued, fully paid and nonassessable and free and
clear of any preemptive rights arising under the Certificate of Incorporation and Bylaws of the
Company, the Delaware General Corporation Law or, to our knowledge, any other agreements or
instrument to which the Company is a party.



     5. The offer, sale and issuance of the Shares are not required to be registered pursuant to
the Securities Act or the securities laws of the State of Texas.



     6. The execution and delivery of, and the performance by the Company of its obligations in,
the Transaction Documents do not violate, or result in a breach of or cause a default, termination
or acceleration under: (a) the Company’s Certificate of Incorporation or Bylaws; or (b) any
material indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of
indebtedness filed as an exhibit to the SEC Reports, or (c) any material license, lease, contract
or other agreement or instrument to which the Company or its subsidiaries is a party or by which
their properties may be bound filed as an exhibit to the SEC Reports, or (d) applicable provisions
of the General Corporation Law of the State of Delaware or U.S. federal securities laws; or (e) to
our knowledge, any judgment, order, decree or award by which the Company (or any of its assets or
properties) is bound of any court, governmental authority or arbitrator.



 C-1




 









 





     7. Except for filings under Regulation D of the Securities Act of 1933, as amended (the
“Act”), and notice filings as may be required under U.S. state securities laws, no consent,
approval, order or authorization of, or filing with, any U.S. federal or State of Texas
governmental authority on the part of the Company on or before the Closing, which has not been duly
obtained or expressly waived, is required in connection with the execution and delivery of, and the
performance by the Company of its obligations under the Purchase Agreement.



     We based the opinion set forth in paragraph 5 upon (a) the representations and warranties as
to the status of Purchaser as a “qualified institutional buyer” as defined in Rule 144A under the
Securities Act and “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act; (b) the representations and warranties to the effect that
Purchaser became interested in the private placement of the Shares through its pre-existing
relationship with the Company and not through a general solicitation, the filing of the
Registration Statement on Form S-3 dated June 9, 2008 or any use thereof and (c) the facts and
circumstances of the private offering of the Shares pursuant to the Purchase Agreement and the
registered public offering of Company’s common stock and 3% Convertible Senior Notes due 2038
pursuant to underwriting agreements dated June 11, 2008 by and among the Company, Credit Suisse
Securities (USA) LLC, Goldman, Sachs & Co. and J.P. Morgan Securities Inc.; and (d) our experience
in and review of the Securities Act and the rules and regulations promulgated thereunder,
“no-action” letters issued by the Staff of the Commission to Black Box, Inc. (publicly available
June 26, 1990) and Squadron, Ellenoff, Pleasant & Lehrer (publicly available February 28, 1992) and
guidance in Securities Act Release No. 33-8828 as to the need for integration (and thus
registration under the Securities Act) of a private placement made contemporaneously with a
registered public offering. We have assumed that a court would give effect to the positions taken
by the Staff of the Commission in such no-action letters and to the guidance of the Commission in
such release, and have no reason to believe that such assumption would not be permitted. The
Company has neither sought nor received a no-action letter addressed to it in connection with the
offering and sale of the Shares.



 C-2