Exhibit 10.11

  

   

    EXECUTION VERSION

     

    FINANCED CONDITIONAL NOVATION AGREEMENT

     

    THIS FINANCED CONDITIONAL NOVATION AGREEMENT, dated as of January 23, 2020 (this “Agreement”) is entered into among BRISTOW GROUP INC., a Delaware corporation (“Transferor”), ERA GROUP
      INC., a Delaware corporation (“Transferee”), and PK AIRFINANCE S.À R.L., a company organized and existing under the applicable laws of Luxembourg, having its registered office at 6-d route de Trèves, L-2633 Senningerberg, Luxembourg, in its
      capacity as security trustee (the “Remaining Party”) under the Credit Agreement (as defined below).

     

    RECITALS

     

    WHEREAS, Transferor executed and delivered to the Remaining Party that certain Guarantee, dated as of July 17, 2017 (as amended, restated, amended and
      restated, supplemented or otherwise modified from time to time, the “Guarantee”), which is set forth in Schedule 1 hereto and was made in respect of that certain Credit Agreement of even date therewith (as amended, restated, amended and
      restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Bristow Equipment Leasing Ltd., as the borrower, PK AirFinance S.à r.l,, as agent, the Remaining Party, as security trustee, and the financial
      institutions named therein as lenders in respect of the financing or refinancing, as the case may be, of the Aircraft listed in Schedule 2 hereto (capitalized words used herein and not otherwise defined having the meanings assigned to such terms in
      the Guarantee).

     

    WHEREAS, upon the consummation of that certain Agreement and Plan of Merger of even date herewith by and among Transferee, Ruby Redux Merger Sub, Inc., a
      Delaware corporation (“Merger Sub”), and Transferor (the “Merger Agreement”), each of Transferor and Transferee desires that the Remaining Party (acting on the instructions of all of the Lenders) (1) waives compliance with the
      requirements of Section 4.6 of the Guarantee, and (2) agrees in accordance with Section 8.4 of the Guarantee, and in consideration for such waiver and agreement and other valuable consideration, that Transferor transfer by novation to Transferee, and
      Transferee accept (on the terms set forth herein) the transfer by novation of, all the rights, duties, liabilities and obligations of Transferor under and in respect of the Guarantee, in exchange for Transferee’s assumption of the same duties,
      liabilities and obligations; and

     

    WHEREAS, the parties hereto desire to enter into this Agreement as of the date hereof (the “Effective Date”) prior to the date of the consummation of
      the transaction contemplated by the Merger Agreement (the “Novation Date”), in order to establish the process for and conditions under which such novation shall occur;

     

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

     

    1.    Novation and Transfer. With effect from and including the Novation Date:

     

    	

          	a.	
            Transferor transfers by novation to Transferee, and Transferee accepts the transfer by novation of, all the rights, duties, liabilities and obligations of Transferor, regardless of whether such rights, duties,
              liabilities or obligations occurred or existed prior to, or occur or exist after, the Novation Date, and the Remaining Party accepts Transferee as its sole counterparty with respect to the Guarantee as if Transferee was named as the Guarantor
              therein on the date the Guarantee was entered into.

          


     

    	

          	b.	
            Transferee hereby agrees to be bound by the Guarantee in accordance with its terms and conditions as if Transferee had at all times been a party to the Guarantee in place of Transferor.

          


     

    

    
      - 1 - 

      
        


    

    	

          	c.	
            Transferee hereby (i) makes all recitals, representations, warranties, covenants (including, for the avoidance of doubt, Sections 4.9 and 4.10 of the Guarantee) and agreements made by Transferor in, and (ii)
              assumes and agrees to perform all obligations, duties, and liabilities of Transferor under (including all such obligations, duties and liabilities arising prior to the Novation Date), the Guarantee as if Transferee had at all times been a
              party to the Guarantee as the Guarantor.

          


     

    	

          	d.	
            Transferor and the Remaining Party each releases and discharges the other from further obligations or liabilities under or with respect to the Guarantee (to the extent arising under the Guarantee) and their
              respective rights against each other thereunder are cancelled.

          


     

    	

          	e.	
            The Guarantee shall be deemed novated and constitute a guaranty and indemnity given by the Transferee to the Remaining Party on the terms set forth therein.

          


     

    	

          	f.	
            For all purposes of the Credit Agreement and each other Loan Document that incorporates the definitions of the Credit Agreement, the “Guarantor” shall mean Transferee.

          


     

    2.    Conditions to Effective Date and Novation Date; Effectiveness Under Guarantee.

     

    	

          	a.	
            The Effective Date of this Agreement is subject to the receipt by the parties hereto of counterparts of this Agreement executed by Transferor, Transferee and the Remaining Party.

          


     

    	

          	b.	
            The Novation Date of this Agreement is subject to the occurrence of the Effective Date, the consummation of the Merger Agreement, and the satisfaction (or waiver) of the following conditions precedent:

          


     

    	

          	i.	
            Receipt by the Remaining Party of a certificate signed by the officer of Transferee certifying as to the consummation and effectiveness of the Merger Agreement and the satisfaction of the conditions to the
              occurrence of the Novation Date, and certifying that all approvals, consents, orders, or authorizations of, or filings or registrations with, any Governmental Authority or any third party necessary for the effectiveness of the transactions
              contemplated hereby, or the legality, validity, binding effect or enforceability of the Transferee’s obligations hereunder (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
              the enforcement of creditors’ rights generally and by general principles of equity), have been obtained or made;

          


     

    	

          	ii.	
            The absence of any action or proceeding or governmental action having been instituted or threatened in writing before any court or governmental authority, or any order, judgment, or decree having been issued or
              proposed in writing to be issued by any court or governmental authority on the Novation Date to set aside, restrain, enjoin or prevent the transactions contemplated hereby; and

          


     

    	

          	iii.	
            Receipt by the Remaining Party of an incumbency certificate or equivalent corporate authority of the Transferee naming the persons authorized to execute this Agreement and certifying as to such authority, and
              an opinion of Transferee’s counsel confirming that the Guarantee is the legal, valid and binding obligation of Transferee, enforceable against Transferee, in accordance with its terms and otherwise in form and substance reasonably acceptable
              to the Remaining Party (with reasonable and customary assumptions and qualifications).

          


     

    

    
      - 2 - 

      
        


    

    3.    Representations and Warranties. By their execution hereof, Transferor and Transferee (for the purposes of this Section,
      each a “Novation Party”) hereby represent and warrant to the Remaining Party as follows:

     

    	

          	a.	
            Each such Novation Party is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

          


     

    	

          	b.	
            Such Novation Party has the right, power and authority and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms;
              and

          


     

    	

          	c.	
            This Agreement has been duly executed and delivered by its duly authorized officers, and constitutes the legal, valid and binding obligation of such Novation Party, enforceable in accordance with its terms,
              except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the
              availability of equitable remedies.

          


     

    4.    Miscellaneous.

     

    	

          	a.	
            Acknowledgment. The Remaining Party acknowledges that Transferor will merge with Merger Sub on the Novation Date; but Transferee will not be party to such merger and, as a consequence of the occurrence
              of the Novation Date, Transferee will be bound by the Guarantee, so the merger of Transferor and Merger Sub will not require compliance with Section 4.6 of the Guarantee, and, to the extent compliance is required by Section 4.6 of the
              Guarantee because such merger is a condition precedent to the Novation Date, the Remaining Party (acting on the instructions of all of the Lenders), pursuant to Section 8.4 of the Guarantee, hereby waives Transferor’s compliance with the
              requirements of such Section.

          


     

    	

          	b.	
            Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof other than Section 5-1401 and
              5-1402 of the New York General Obligations Law) of the State of New York. Without limiting the foregoing, the terms of Sections 9.2 to 9.4 (including the appointment by the Guarantor of an agent by the Transferee as its agent for the service
              of process in New York with respect to any dispute arising out of or relating to this Agreement) are hereby incorporated herein by reference, mutatis mutandis.

          


     

    	

          	c.	
            Counterparts; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of
              which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed
              counterpart of this Agreement.

          


     

    	

          	d.	
            Severability. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and
              effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

          


     

    

    
      - 3 - 

      
        


    

    	

          	e.	
            Loan Document. This Agreement shall constitute a “Loan Document” under and as defined in the Credit Agreement or other Loan Document that incorporates the defined terms of the Credit Agreement.

          


     

    	

          	f.	
            Entirety. This Agreement represent the entire agreement of the parties hereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or
              correspondence relating to the transactions contemplated herein.

          


     

    	

          	g.	
            Further Assurances. Each party hereto agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by another party for carrying out
              the purposes of this Agreement.

          


     

    	

          	h.	
            Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

          


     

    	

          	i.	
            Amendment. This Agreement may be amended or modified only by an agreement in writing executed by all Parties and expressly identified as an amendment or modification.

          


     

    	

          	j.	
            Third Parties. The provisions of Section 1.3 of the Guarantee are hereby incorporated herein by reference, mutatis mutandis.

          


     

    [Remainder of page intentionally blank]

     

    
      - 4 - 

      
        


    

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date
      first above written.

    

    

    	 	
            TRANSFEROR:

          
	 	 
	 	
            BRISTOW GROUP INC.

          
	 	 
	 	
            By:

          	
            /s/ Brian J. Allman

          	 
	 	
            Name: Brian J. Allman

          
	 	
            Title: Senior Vice President and Chief Fiancial Officer

          


    

    

    	 	
            TRANSFEREE:

          
	 	 
	 	
            ERA GROUP INC.

          
	 	 
	 	
            By:

          	
            /s/ Christopher S. Bradshaw

          	 
	 	
            Name: Christopher S. Bradshaw

          
	 	
            Title: President & Chief Executive Officer

          


    

    

    	 	
            REMAINING PARTY:

          
	 	 
	 	
            PK AIRFINANCE S.À R.L.,

          
	 	
              as Security Trustee

          
	 	 
	 	
            By:

          	
            /s/ Yvonne Chenery

          	 
	 	
            Name: Yvonne Chenery

          
	 	
            Title: SVP Contracts

          
	 	 
	 	
            By:

          	
            /s/ Frank Withofs

          	 
	 	
            Name: Frank Withofs

          
	 	
            Title: Treasurer, SVP Portfolio Manager

          


    

    

    Signature Page to Conditional Novation Agreement

    

    

    
      
        


    

    SCHEDULE

      GUARANTEE

     

    
      - 6 - 

      
        


    

    SCHEDULE 2

      AIRCRAFT

     

    	
            No.

          	
            MSN

          	
            Model No.

             

            

          	
            Borrower

          
	
            1. 

            

          	
            31310

          	
            AW139

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            2. 

            

          	
            31583

          	
            AW139

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            3.

            

          	
            41339

          	
            AW139

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            4. 

            

          	
            41370

          	
            AW139

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            5. 

            

          	
            41378

          	
            AW139

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            6. 

            

          	
            761044

          	
            S-76D

              

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            7. 

            

          	
            761045

          	
            S-76D

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            8. 

            

          	
            761046

          	
            S-76D

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            9. 

            

          	
            761070

          	
            S-76D

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            0. 

            

          	
            761071

          	
            S-76D

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            1.

            

          	
            920011

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            2. 

            

          	
            920012

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            3. 

            

          	
            920025

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            4.

            

          	
            920065

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            5. 

            

          	
            920066

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            6.

            

          	
            920068

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            7. 

            

          	
            920070

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            8. 

            

          	
            920075

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            9. 

            

          	
            920082

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            10. 

            

          	
            920103

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            11. 

            

          	
            920124

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            12.

            

          	
            920159

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            13. 

            

          	
            920221

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          
	
            14. 

            

          	
            920228

          	
            S-92A

             

            

          	
            Bristow Equipment Leasing Ltd.

          


    

    

  

  
    - 7 - 

    
      


  

  
    Execution Version

    

    

    CONDITIONAL NOVATION AGREEMENT

     

    THIS CONDITIONAL NOVATION AGREEMENT, dated as of May 29, 2020 (this “Agreement”), is entered into among BRISTOW GROUP INC., a Delaware corporation (“Transferor”),
      ERA GROUP INC., a Delaware corporation (“Transferee”), BRISTOW AIRCRAFT LEASING LIMITED, a company limited by shares incorporated under the law of England and Wales, as the borrower (“Borrower”), LOMBARD
      NORTH CENTRAL PLC, in its capacity as administrative agent for the Lenders under the Credit Agreement (as hereafter defined) (“Administrative Agent”), LOMBARD NORTH CENTRAL PLC, in its capacity as security trustee for the Lenders under the
      Credit Agreement (as hereinafter defined) (“Security Trustee”), and LOMBARD NORTH CENTRAL PLC, as sole lender (“Sole Lender”; the Administrative Agent, Security Trustee, and Sole Lender, collectively the “Remaining
        Party”).

     

    RECITALS

     

    WHEREAS, Transferor executed and delivered to the Remaining Party that certain Guaranty, dated as of January 20, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified
      from time to time, the “Guaranty”), which is made in respect of that certain Term Loan Credit Agreement, dated as of November 11, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
        Agreement”), among Borrower, Administrative Agent, Security Trustee, and the financial institutions named therein as lenders (capitalized words used herein but not otherwise defined have the meaning assigned to such terms in the Guaranty);

     

    WHEREAS, upon the consummation of that certain Agreement and Plan of Merger, dated January 23, 2020, by and among Transferee, Ruby Redux Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
      and Transferor (the “Merger Agreement”), Transferor desires to transfer by novation to Transferee, and Transferee agrees to accept (on the terms set forth herein) the transfer by novation of all the rights and obligations of Transferor under
      and in respect of the Guaranty, in exchange for Transferee’s assumption of the same obligations; and

     

    WHEREAS, the parties hereto desire to enter into this Agreement as of the date hereof (the “Effective Date”) prior to the date of the consummation of the transaction contemplated by the Merger
      Agreement (the “Novation Date”), in order to establish the process for and conditions under which such novations shall occur;

     

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

     

    	

          	1.	
            Novation and Transfer.  With effect from and including the Novation Date:

          


     

    	

          	a.	
            Transferor transfers by novation to Transferee, and Transferee accepts the transfer by novation of all the rights, duties and obligations of Transferor, and the Remaining Party accepts Transferee as its sole counterparty with respect the
              Guaranty.

          


     

    	

          	b.	
            Transferee hereby agrees to be bound by the Guaranty in accordance with its terms and conditions as if Transferee had at all times been a party to the Guaranty in place of Transferor.

          


     

    	

          	c.	
            Transferee hereby (i) makes all representations, warranties, covenants and agreements made by Transferor in, and (ii) assumes all obligations, duties, and liabilities of Transferor under (including
              all such obligations, duties and liabilities arising prior to the Novation Date) the Guaranty as if Transferee had at all times been a party to the Guaranty.

          


     

    
      
        


    

    
    	

          	d.	
            Transferor and the Remaining Party each releases and discharges the other from further obligations or liabilities under or with respect to the Guaranty (to the extent arising under the Guaranty) and their respective rights against each
              other thereunder are cancelled.

          


     

    	

          	e.	
            For all purposes of the Credit Agreement and the other Loan Documents, the “Guarantor” shall mean Transferee.

          


     

    	

          	2.	
            Conditions to Effective Date and Novation Date; Effectiveness Under Guaranty.

          


     

    	

          	a.	
            The Effective Date of this Agreement is subject to the receipt by the parties hereto of counterparts of this Agreement executed by Transferor, Transferee and the Remaining Party.

          


     

    	

          	b.	
            The Novation Date of this Agreement is subject to the occurrence of the Effective Date, the consummation of the Merger Agreement, and the satisfaction (or waiver) of the following conditions precedent:

          


     

    	

          	i.	
            Receipt by the Administrative Agent of a certificate signed by the officer of Transferee certifying as to the consummation and effectiveness of the Merger Agreement; and

          


     

    	

          	ii.	
            Receipt by the Administrative Agent of an opinion of Transferee’s counsel confirming that the Guaranty is the legal, valid and binding obligation of Transferee, enforceable against Transferee in accordance with its terms and otherwise in
              form and substance reasonably acceptable to the Remaining Party (with reasonable and customary assumptions and qualifications).

          


     

    	

          	3.	
            Representations and Warranties.

          


     

    	

          	a.	
            By its execution hereof, each of Transferor, Transferee, Borrower, Administrative Agent, Security Trustee and Sole Lender (for the purposes of this Section, each a “Novation Party”) hereby represents and warrants to the other
              parties hereto, on the Effective Date and Novation Date, as follows:

          


     

    	

          	i.	
            Each such Novation Party is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

          


     

    	

          	ii.	
            Such Novation Party has the right, power and authority and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms; and

          


     

    	

          	iii.	
            This Agreement has been duly executed and delivered by its duly authorized officer, and constitutes the legal, valid and binding obligation of such Novation Party, enforceable in accordance with its terms, except as such enforceability may
              be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable
              remedies.

          


     

    
      2

      
        


    

    	

          	b.	
            By its execution hereof, the Administrative Agent represents and warrants to Transferor and Transferee, on the Effective Date and Novation Date, that Lender is the sole Lender under the Credit Agreement and no additional Lender consent is
              required to amend the Credit Agreement, to release Transferor under the Guaranty, to novate the Guaranty to Transferee, or to take any other action contemplated by this Agreement.

          


     

    	

          	4.	
            Miscellaneous.

          


     

    	

          	a.	
            Acknowledgment.  Each Remaining Party acknowledges that Transferor will merge with Merger Sub on the Novation Date; but Transferee will not be party to such merger and, as a consequence of the occurrence of the Novation Date,
              Transferee will be bound by the Guaranty, so the merger of Transferor and Merger Sub will not require compliance with Section 10 of the Guaranty, and, to the extent compliance is required by Section 10 of the Guaranty because such merger is a
              condition precedent to the Novation Date, the applicable Remaining Party hereby confirms Transferor's compliance with the requirements of such Section.

          


     

    	

          	b.	
            Governing Law; Jurisdiction.  This Agreement shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof other than Section 5-1401 and 5-1402 of the New York
              General Obligations Law) of the State of New York.  Without limiting the foregoing, the terms of Sections 9.2 and 9.3 of the Guaranty shall be incorporated herein by reference, mutatis mutandis.

          


     

    	

          	c.	
            Counterparts; Electronic Execution.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall
              constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

          


     

    	

          	d.	
            Severability.  If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be
              construed without giving effect to the illegal, invalid or unenforceable provisions.

          


     

    	

          	e.	
            Loan Document.  This Agreement shall constitute a “Loan Document” under and as defined in the Credit Agreement.

          


     

    	

          	f.	
            Entirety.  This Agreement represents the entire agreement of the parties hereto, and supersede all prior agreements and understandings, oral or
              written, if any, including any commitment letters or correspondence relating to the transactions contemplated herein.

          


     

    	

          	g.	
            Further Assurances.  Each party hereto agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by another party for carrying out the purposes of this
              Agreement.

          


     

    	

          	h.	
            Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

          


     

    	

          	i.	
            Amendment.  This Agreement may be amended or modified only by an agreement in writing executed by all Parties and expressly identified as an amendment
              or modification.

          


     

    
      3

      
        


    

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

     

    	 	
            TRANSFEROR:

          
	 	 
	 	
            BRISTOW GROUP INC.

          
	 	 
	 	
            By:

          	
            /s/ Geoffrey L. Carpenter

          	 
	 	
            Name: Geoffrey L. Carpenter

          
	 	
            Title:   Vice President and Treasurer

          
	 	 
	 	
            BORROWER:

          
	 	 
	 	
            BRISTOW AIRCRAFT LEASING LIMITED

          
	 	
            as BORROWER

          
	 	 	 
	 	
            By:

          	
            /s/ Geoffrey L. Carpenter

          	 
	 	
            Name: Geoffrey L. Carpenter

          
	 	
            Title:   Manager

          


    

    

    Signature Page to Conditional Novation Agreement – Lombard (BALL)

    

    

    
      
        


    

    	 	
            TRANSFEREE:

          
	 	 
	 	
            ERA GROUP INC.

          
	 	 
	 	
            By:

          	
            /s/ Chris Bradshaw

          	 
	 	
            Name: Chris Bradshaw

          
	 	
            Title: President & CEO

          


    

    

    Signature Page to Conditional Novation Agreement – Lombard (BALL)

    

    

    
      
        


    

    	 	
            REMAINING PARTY:

          
	 	 
	 	
            LOMBARD NORTH CENTRAL PLC,

          
	 	
            as SECURITY TRUSTEE

          
	 	 
	 	
            By:

          	
            /s/ Richard Waters

          	 
	 	
            Name: Richard Waters

          
	 	
            Title: Attorney

          
	 	 
	 	
            LOMBARD NORTH CENTRAL PLC,

          
	 	
            as ADMINISTRATIVE AGENT

          
	 	 
	 	
            By:

          	
            /s/ Richard Waters

          	 
	 	
            Name: Richard Waters

          
	 	
            Title: Attorney

          
	 	 
	 	
            LOMBARD NORTH CENTRAL PLC,

          
	 	
            as SOLE LENDER

          
	 	 
	 	
            By:

          	
            /s/ Richard Waters

          	 
	 	
            Name: Richard Waters

          
	 	
            Title: Attorney

          


    

    

    Signature Page to Conditional Novation Agreement – Lombard (BALL)

    

    

    
      
        


    

    
      Execution Version

      

      

      CONDITIONAL NOVATION AGREEMENT

       

      THIS CONDITIONAL NOVATION AGREEMENT, dated as of May 29, 2020 (this “Agreement”), is entered into among BRISTOW GROUP INC., a Delaware corporation (“Transferor”),
        ERA GROUP INC., a Delaware corporation (“Transferee”), BRISTOW U.S. LEASING LLC, a Delaware limited liability company (“Borrower”), LOMBARD NORTH CENTRAL PLC, in its capacity as administrative agent for the Lenders under the Credit
        Agreement (as hereafter defined) (“Administrative Agent”), LOMBARD NORTH CENTRAL PLC, in its capacity as security trustee  for the Lenders under the Credit Agreement (as hereinafter defined) (“Security Trustee”), and LOMBARD NORTH
        CENTRAL PLC, as sole lender (“Sole Lender”; the Administrative Agent, Security Trustee, and Sole Lender, collectively the “Remaining Party”).

       

      RECITALS

       

      WHEREAS, Transferor executed and delivered to the Remaining Party that certain Guaranty, dated as of December 19, 2016 (as amended, restated, amended and restated, supplemented or otherwise
        modified from time to time, the “Guaranty”), which is made in respect of that certain Term Loan Credit Agreement, dated as of November 11, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to
        time, the “Credit Agreement”), among Borrower, Administrative Agent, Security Trustee, and the financial institutions named therein as lenders (capitalized words used herein but not otherwise defined have the meaning assigned to such terms
        in the Guaranty);

       

      WHEREAS, upon the consummation of that certain Agreement and Plan of Merger, dated January 23, 2020, by and among Transferee, Ruby Redux Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
        and Transferor (the “Merger Agreement”), Transferor desires to transfer by novation to Transferee, and Transferee agrees to accept (on the terms set forth herein) the transfer by novation of all the rights and obligations of Transferor under
        and in respect of the Guaranty, in exchange for Transferee’s assumption of the same obligations; and

       

      WHEREAS, the parties hereto desire to enter into this Agreement as of the date hereof (the “Effective Date”) prior to the date of the consummation of the transaction contemplated by the
        Merger Agreement (the “Novation Date”), in order to establish the process for and conditions under which such novations shall occur;

       

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

       

      	

            	1.	
              Novation and Transfer.  With effect from and including the Novation Date:

            


       

      	

            	a.	
              Transferor transfers by novation to Transferee, and Transferee accepts the transfer by novation of all the rights, duties and obligations of Transferor, and the Remaining Party accepts Transferee as its sole counterparty with respect the
                Guaranty.

            


       

      	

            	b.	
              Transferee hereby agrees to be bound by the Guaranty in accordance with its terms and conditions as if Transferee had at all times been a party to the Guaranty in place of Transferor.

            


       

      	

            	c.	
              Transferee hereby (i) makes all representations, warranties, covenants and agreements made by Transferor in, and (ii) assumes all obligations, duties, and liabilities of Transferor under
                (including all such obligations, duties and liabilities arising prior to the Novation Date) the Guaranty as if Transferee had at all times been a party to the Guaranty.

            


       

      
        
          


      

      
      	

            	d.	
              Transferor and the Remaining Party each releases and discharges the other from further obligations or liabilities under or with respect to the Guaranty (to the extent arising under the Guaranty) and their respective rights against each
                other thereunder are cancelled.

            


       

      	

            	e.	
              For all purposes of the Credit Agreement and the other Loan Documents, the “Guarantor” shall mean Transferee.

            


       

      	

            	2.	
              Conditions to Effective Date and Novation Date; Effectiveness Under Guaranty.

            


       

      	

            	a.	
              The Effective Date of this Agreement is subject to the receipt by the parties hereto of counterparts of this Agreement executed by Transferor, Transferee and the Remaining Party.

            


       

      	

            	b.	
              The Novation Date of this Agreement is subject to the occurrence of the Effective Date, the consummation of the Merger Agreement, and the satisfaction (or waiver) of the following conditions precedent:

            


       

      	

            	i.	
              Receipt by the Administrative Agent of a certificate signed by the officer of Transferee certifying as to the consummation and effectiveness of the Merger Agreement; and

            


       

      	

            	ii.	
              Receipt by the Administrative Agent of an opinion of Transferee’s counsel confirming that the Guaranty is the legal, valid and binding obligation of Transferee, enforceable against Transferee in accordance with its terms and otherwise in
                form and substance reasonably acceptable to the Remaining Party (with reasonable and customary assumptions and qualifications).

            


       

      	

            	3.	
              Representations and Warranties.

            


       

      	

            	a.	
              By its execution hereof, each of Transferor, Transferee, Borrower, Administrative Agent, Security Trustee and Sole Lender (for the purposes of this Section, each a “Novation Party”) hereby represents and warrants to the other
                parties hereto, on the Effective Date and Novation Date, as follows:

            


       

      	

            	i.	
              Each such Novation Party is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

            


       

      	

            	ii.	
              Such Novation Party has the right, power and authority and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms; and

            


       

      	

            	iii.	
              This Agreement has been duly executed and delivered by its duly authorized officer, and constitutes the legal, valid and binding obligation of such Novation Party, enforceable in accordance with its terms, except as such enforceability
                may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable
                remedies.

            


       

      

      
        2

        
          


      

      	

            	b.	
              By its execution hereof, the Administrative Agent represents and warrants to Transferor and Transferee, on the Effective Date and Novation Date, that Lender is the sole Lender under the Credit Agreement and no additional Lender consent
                is required to amend the Credit Agreement, to release Transferor under the Guaranty, to novate the Guaranty to Transferee, or to take any other action contemplated by this Agreement.

            


       

      	

            	4.	
              Miscellaneous.

            


       

      	

            	a.	
              Acknowledgment.  Each Remaining Party acknowledges that Transferor will merge with Merger Sub on the Novation Date; but Transferee will not be party to such merger and, as a consequence of the occurrence of the Novation Date,
                Transferee will be bound by the Guaranty, so the merger of Transferor and Merger Sub will not require compliance with Section 10 of the Guaranty, and, to the extent compliance is required by Section 10 of the Guaranty because such merger is
                a condition precedent to the Novation Date, the applicable Remaining Party hereby confirms Transferor's compliance with the requirements of such Section.

            


       

      	

            	b.	
              Governing Law; Jurisdiction.  This Agreement shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof other than Section 5-1401 and 5-1402 of the New York
                General Obligations Law) of the State of New York.  Without limiting the foregoing, the terms of Sections 9.2 and 9.3 of the Guaranty shall be incorporated herein by reference, mutatis mutandis.

            


       

      	

            	c.	
              Counterparts; Electronic Execution.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together
                shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this
                Agreement.

            


       

      	

            	d.	
              Severability.  If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be
                construed without giving effect to the illegal, invalid or unenforceable provisions.

            


       

      	

            	e.	
              Loan Document.  This Agreement shall constitute a “Loan Document” under and as defined in the Credit Agreement.

            


       

      	

            	f.	
              Entirety.  This Agreement represents the entire agreement of the parties hereto, and supersede all prior agreements and understandings, oral or
                written, if any, including any commitment letters or correspondence relating to the transactions contemplated herein.

            


       

      	

            	g.	
              Further Assurances.  Each party hereto agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by another party for carrying out the purposes of this
                Agreement.

            


       

      	

            	h.	
              Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

            


       

      	

            	i.	
              Amendment.  This Agreement may be amended or modified only by an agreement in writing executed by all Parties and expressly identified as an amendment
                or modification.

            


       

      
        3

        
          


      

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

       

      	 	
              TRANSFEROR:

            
	 	 
	 	
              BRISTOW GROUP INC.

            
	 	 
	 	
              By:

            	
              /s/ Geoffrey L. Carpenter

            	 
	 	
              Name: Geoffrey L. Carpenter

            
	 	
              Title:   Vice President and Treasurer

            
	 	 
	 	
              BORROWER:

            
	 	 
	 	
              BRISTOW U.S. LEASING LLC

            
	 	
              as BORROWER

            
	 	 	 	 
	 	
              By:

            	
              /s/ Geoffrey L. Carpenter

            	 
	 	
              Name: Geoffrey L. Carpenter

            
	 	
              Title:   Manager

            


      

      

      Signature Page to Conditional Novation Agreement – Lombard (BULL)

      

      

      
        
          


      

      	 	
              TRANSFEREE:

            
	 	 
	 	
              ERA GROUP INC.

            
	 	 
	 	
              By:

            	
              /s/ Chris Bradshaw

            	 
	 	
              Name: Chris Bradshaw

            
	 	
              Title: President & CEO

            


      

      

      Signature Page to Conditional Novation Agreement – Lombard (BULL)

      

      

      
        
          


      

      	 	
              REMAINING PARTY:

            
	 	 
	 	
              LOMBARD NORTH CENTRAL PLC,

            
	 	
              as SECURITY TRUSTEE

            
	 	 
	 	
              By:

            	
              /s/ Richard Waters

            	 
	 	
              Name: Richard Waters

            
	 	
              Title: Attorney

            
	 	 
	 	
              LOMBARD NORTH CENTRAL PLC,

            
	 	
              as ADMINISTRATIVE AGENT

            
	 	 
	 	
              By:

            	
              /s/ Richard Waters

            	 
	 	
              Name: Richard Waters

            
	 	
              Title: Attorney

            
	 	 
	 	
              LOMBARD NORTH CENTRAL PLC,

            
	 	
              as SOLE LENDER

            
	 	 
	 	
              By:

            	
              /s/ Richard Waters

            	 
	 	
              Name: Richard Waters

            
	 	
              Title: Attorney

            


      

      

      Signature Page to Conditional Novation Agreement – Lombard (BULL)

      

      

      
        
          


      

      
        Execution Version

        

        

        CONDITIONAL NOVATION AND AMENDMENT AGREEMENT

         

        THIS CONDITIONAL NOVATION AND AMENDMENT AGREEMENT, dated as of June 10, 2020 (this “Agreement”), is entered into among BRISTOW GROUP INC., a Delaware
          corporation (“Transferor”), ERA GROUP INC., a Delaware corporation (“Transferee”), BRISTOW U.S. LLC, a Louisiana limited liability company, as borrower (“Borrower”), MACQUARIE BANK LIMITED, in its capacity as administrative
          agent for the Lenders (in such capacity, the “Administrative Agent”), MACQUARIE BANK LIMITED, in its capacity as the security agent for the Lenders (in such capacity, the “Security Agent”), and MACQUARIE LEASING LLC, as sole Lender
          (“MCQ Leasing”) (each of MCQ Leasing, Administrative Agent and Security Agent, a “Remaining Party” and collectively, the “Remaining Parties”).

         

        RECITALS

         

        WHEREAS, Transferor executed and delivered to the Remaining Parties and all other Lenders from time to time party to the Credit Agreement (as hereafter defined) that certain Parent Guaranty,
          dated as of March 7, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by the Omnibus Amendment dated as of October 31, 2019, the “Guaranty”), which is made in respect of that
          certain Term Loan Credit Agreement, dated as of February 1, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by the First Amendment to Term Loan Credit Agreement dated as of March
          7, 2017, the Second Amendment to Term Loan Credit Agreement and Limited Waiver dated as of August 14, 2018 and the Omnibus Amendment dated as of October 31, 2019, the “Existing Credit Agreement”, as amended hereby the “Amended Credit
            Agreement”), among Borrower, Administrative Agent, Security Agent, and the lenders from time to time party thereto (capitalized words used herein but not otherwise defined have the meaning assigned to such terms (whether by reference to
          another document or otherwise) in the Guaranty);

         

        WHEREAS, Borrower, Administrative Agent and Security Agent entered into that certain Insurance Supplemental Agreement, dated as of February 1, 2017 (as amended, restated, supplemented, replaced
          or otherwise modified from time to time, the “Existing Insurance Supplemental Agreement”, as amended hereby, the “Amended Insurance Supplemental Agreement”);

         

        WHEREAS, Borrower, Administrative Agent, and Security Agent entered into that certain Maintenance, Operations, and Assignment Supplemental Agreement, dated as of February 1, 2017 (as amended,
          restated supplemented, replaced or otherwise modified from time to time, including by the Omnibus Amendment dated as of October 31, 2019, the “Existing Maintenance Supplemental Agreement”, as amended hereby, the “Amended
            Maintenance Supplemental Agreement”; and, together with the Amended Credit Agreement and Amended Insurance Supplemental Agreement, the “Amended Loan Documents”);

         

        WHEREAS, upon the consummation of that certain Agreement and Plan of Merger, dated January 23, 2020, by and among Transferee, Ruby Redux Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
          and Transferor (the “Merger Agreement”), (1) Transferor desires to transfer by novation to Transferee, and Transferee agrees to accept (on the terms set forth herein) the transfer by novation of all the rights and obligations of Transferor
          under and in respect of the Guaranty, in exchange for Transferee’s assumption of the same obligations and (2) Transferee and the Remaining Parties desire to amend the Existing Credit Agreement, the Existing Insurance Supplemental Agreement, and
          the Existing Maintenance Supplemental Agreement as more fully described on Schedule 1; and

         

        
          
            


        

        
        WHEREAS, the parties hereto desire to enter into this Agreement as of the date hereof (the “Effective Date”) prior to the date of the consummation of the transaction contemplated by the
          Merger Agreement (such date, as confirmed by written notice to the Remaining Parties in the form set forth in Schedule 2 hereto, the “Novation Date”), in order to establish the process for and conditions under which such novations
          and amendments shall occur;

         

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

         

        	

              	1.	
                Novation and Transfer.  With effect from and including the Novation Date:

              


         

        	

              	a.	
                Transferor releases each Remaining Party from all duties and obligations to Transferor, regardless of whether such rights, duties, liabilities or obligations occurred or existed prior to, or occur or exist after, the Novation Date, and
                  the Transferor accepts that it has no further rights with respect to the Guaranty against each such Remaining Party.

              


         

        	

              	b.	
                Each Remaining Party releases the Transferor from the Transferor’s obligations, duties and liabilities to the Remaining Parties under the Guaranty and each Remaining Party agrees that it has no further rights against the Transferor
                  under the Guaranty.

              


         

        	

              	c.	
                Transferee hereby assumes all obligations, duties, and liabilities of Transferor under (including all such obligations, duties and liabilities arising prior to the Novation Date) the Guaranty as if Transferee had at all times been a
                  party to the Guaranty.

              


         

        	

              	d.	
                Each Remaining Party accepts the assumption by the Transferee of the obligations and liabilities under or with respect to the Guaranty (to the extent arising under the Guaranty) and each Remaining Party acknowledges that its
                  obligations, duties and liabilities under or with respect to the Guaranty are owed to the Transferee.

              


         

        	

              	e.	
                Each Remaining Party agrees not to assert against the Transferee any claim occurring prior to the Novation Date which it may have or have had against the Transferor under the Guaranty prior to the Novation Date.

              


         

        	

              	2.	
                Amendments.  With effect from and including the Novation Date, the Transferee, the Borrower and the Remaining Parties hereby agree to amend each of the Existing Credit Agreement, the Existing Insurance Supplemental Agreement and
                  the Existing Maintenance Supplemental Agreement as set forth in Schedule 1 attached hereto.

              


         

        	

              	3.	
                Conditions to Effective Date and Novation Date; Effectiveness Under Guaranty.

              


         

        	

              	a.	
                The Effective Date of this Agreement is subject to the receipt by the parties hereto of counterparts of this Agreement executed by Transferor, Transferee and each Remaining Party.

              


         

        	

              	b.	
                The novation, transfer and amendments set out in Sections 1 and 2 above are subject to the occurrence of the Effective Date, the consummation of the Merger Agreement, and the satisfaction (or waiver) of the following
                  conditions precedent:

              


         

        
          2

          
            


        

        	

              	i.	
                Receipt by the Administrative Agent of a certificate signed by an officer of Transferee certifying (1) as to the consummation and effectiveness of the Merger Agreement pursuant to the terms thereof,  and (2) that the terms of the
                  Merger Agreement on the Novation Date relating to the ownership structure of each of the Transferee and the Merger Sub are the same as those filed by Transferee with the United States Securities and Exchange Commission (the “SEC”)
                  on January 23, 2020 (the “filing date”), except that, to the extent that any terms of the Merger Agreement on the Novation Date that differ from those filed by Transferee with the SEC on the filing date, such differences not to
                  include any terms specified in clause (2) above, such changes do not affect the ownership of Transferor, Transferee or Borrower and are not otherwise materially adverse to the interests of the Remaining Parties as compared to those filed
                  by Transferee with the SEC on the filing date; and

              


         

        	

              	ii.	
                Receipt by the Administrative Agent of an opinion of Transferee’s counsel confirming that the Guaranty is the legal, valid and binding obligation of Transferee substantially in the form provided to the Remaining Parties prior to the
                  Effective Date or otherwise in form and substance reasonably acceptable to the Remaining Parties (with reasonable and customary assumptions, exceptions and qualifications).

              


         

        	

              	4.	
                Representations and Warranties.

              


         

        a.  To induce the Remaining Parties to enter into this Agreement, each of Transferor, Transferee and Borrower (for the purposes of this Section, each a “Bristow Party”)
          hereby represents and warrants to the Remaining Parties as follows:

         

        	

              	i.	
                Each such Bristow Party is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

              


         

        	

              	ii.	
                Such Bristow Party has the right, power and authority and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms;

              


         

        	

              	iii.	
                The execution, delivery and performance by such Bristow Party of this Agreement (1) do not require any consent or approval or, registration or filing with, or any action by, any Governmental Authority, (2) will not violate any
                  Requirements of Law applicable to such Bristow Party or any judgment, order or ruling of any Governmental Authority, (3) will not violate or result in a default under any indenture, material agreement or other material instrument binding
                  on such Bristow Party or any of its assets or give rise to a right thereunder to require any payment to be made by such Bristow Party, and (4) will not result in the creation or imposition of any Lien on any asset of such Bristow Party
                  prohibited under the Loan Documents;

              


         

        	

              	iv.	
                After giving effect to this Agreement, the representations and warranties contained in the Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty under the 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 (for the avoidance of doubt, any information heretofore delivered to a Remaining
                  Party specifically describing the business, properties or affairs of the Transferor and as to which any representation or warranty was made in the Loan Documents shall not be deemed to be information describing the business, properties or
                  affairs of the Transferee), and no Default or Event of Default has occurred and is continuing as of the date hereof; and

              


         

        
          3

          
            


        

        	

              	v.	
                This Agreement has been duly executed and delivered by its duly authorized officer, and constitutes the legal, valid and binding obligation of such Bristow Party, enforceable in accordance with its terms, except as such enforceability
                  may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable
                  remedies.

              


         

        	

              	b.	
                By its execution hereof, the Administrative Agent represents and warrants to Transferor and Transferee that MCQ Leasing is the [sole] Lender under the Existing Credit Agreement and no additional Lender consent is required to amend the
                  Existing Credit Agreement, the Existing Insurance Supplemental Agreement and the Existing Maintenance Supplemental Agreement, to release Transferor under the Guaranty, to novate the Guaranty to Transferee, or to take any other action
                  contemplated by this Agreement.

              


         

        	

              	5.	
                Effect of Amendment.  Except as set forth expressly herein, all terms of the Existing Credit Agreement, the Existing Insurance Supplemental Agreement, the Existing Maintenance Supplemental Agreement 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 parties thereto.  The execution, delivery and effectiveness of this Agreement shall not, except as expressly
                  provided herein, (i) operate as a waiver of any right, power or remedy of the Lenders under the Existing Credit Agreement, the Existing Insurance Supplemental Agreement, the Existing Maintenance Supplemental Agreement or any other Loan
                  Document or (ii) constitute a waiver of any provision of the Amended Loan Documents.

              


         

        	

              	6.	
                Costs and Expenses.  The Borrower agrees to pay on demand all reasonable, out-of-pocket costs and expenses of the Administrative Agent, Security Agent and Lenders in connection with the preparation, execution and delivery of
                  this Agreement, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of outside counsel with respect thereto.

              


         

        	

              	7.	
                Miscellaneous.

              


         

        	

              	a.	
                Governing Law; Jurisdiction.  This Agreement shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof other than Section 5-1401 and 5-1402 of the New York
                  General Obligations Law) of the State of New York.  Without limiting the foregoing, the terms of Section 11 of the Guaranty shall be incorporated herein by reference, mutatis mutandis.

              


         

        	

              	b.	
                Counterparts; Electronic Execution.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together
                  shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this
                  Agreement.

              


         

        	

              	c.	
                Severability.  If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be
                  construed without giving effect to the illegal, invalid or unenforceable provisions.

              


         

        
          4

          
            


        

        	

              	d.	
                Loan Document.  Upon its effectiveness pursuant to the terms hereof, this Agreement shall constitute a “Loan Document” for all purposes of the Amended Loan Documents.

              


         

        	

              	e.	
                Entirety.  This Agreement represents the entire agreement of the parties hereto, and supersede all prior agreements and understandings, oral or
                  written, if any, including any commitment letters or correspondence relating to the transactions contemplated herein.

              


         

        	

              	f.	
                Further Assurances.  Each party hereto agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by another party for carrying out the purposes of this
                  Agreement.

              


         

        	

              	g.	
                Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

              


         

        	

              	h.	
                Amendment.  This Agreement may be amended or modified only by an agreement in writing executed by all Parties and expressly identified as an
                  amendment or modification.

              


         

        [Remainder of page intentionally blank]

         

        
          5

          
            


        

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

         

        	 	
                TRANSFEROR:

              
	 	 
	 	
                BRISTOW GROUP INC.

              	 
	 	 
	 	
                By:

              	
                /s/ Geoffrey L. Carpenter

              	 
	 	
                Name: Geoffrey L. Carpenter

              
	 	
                Title: Vice President and Treasurer

              


        

        

        
          	 	
                  BORROWER:

                
	 	 
	 	
                  BRISTOW U.S. LLC,

                
	 	
                  as Borrower

                
	 	 
	 	
                  By:

                	
                  /s/ Geoffrey L. Carpenter

                	 
	 	
                  Name:  Geoffrey L. Carpenter

                
	 	
                  Title:    Manager

                


          

          

        

        Signature Page to Conditional Novation and Amendment Agreement

        

        

        
          
            


        

        	 	
                TRANSFEREE:

              
	 	 
	 	
                ERA GROUP INC.

              
	 	 
	 	
                By:

              	
                /s/ Chris Bradshaw

              	 
	 	
                Name: Chris Bradshaw

              
	 	
                Title: President & CEO

              


        

        

        Signature Page to Conditional Novation and Amendment Agreement

        

        

        
          
            


        

        	 	
                REMAINING PARTIES:

              
	 	 
	 	
                MACQUARIE BANK LIMITED,

              
	 	
                as Security Agent

              
	 	 
	 	
                By:

              	
                /s/ Peter Burton

              	 
	 	
                Name: Peter Burton

              
	 	
                Title: Attorney

              
	 	 
	 	
                By:

              	
                /s/ Matthew Chapman

              	 
	 	
                Name: Matthew Chapman

              
	 	
                Title: Attorney

              
	 	 	 	 
	 	
                MACQUARIE BANK LIMITED,

              
	 	
                as Administrative Agent

              
	 	 
	 	
                By:

              	
                /s/ Peter Burton

              	 
	 	
                Name: Peter Burton

              
	 	
                Title: Attorney

              
	 	 
	 	
                By:

              	
                /s/ Matthew Chapman

              	 
	 	
                Name: Matthew Chapman

              
	 	
                Title: Attorney

              
	 	 
	 	
                MACQUARIE LEASING LLC,

              
	 	
                as sole Lender

              
	 	 
	 	
                By:

              	
                /s/ Sarah Johnston

              	 
	 	
                Name: Sarah Johnston

              
	 	
                Title: Attorney

              	 
	 	 	 	 
	 	
                By:

              	
                /s/ Greg Allen A’slinger

              	 
	 	
                Name: Greg Allen A’slinger

              
	 	
                Title: Attorney

              


        

        

        Signature Page to Conditional Novation and Amendment Agreement

        

        

        
          
            


        

        
        SCHEDULE 1

         

        AMENDMENTS TO EXISTING CREDIT AGREEMENT

         

        The following amendments will be made to the Existing Credit Agreement on the Novation Date:

         

        
          	
                  SECTION 

                  REF.

                   

                    

                	
                  DESCRIPTION

                	
                  AMENDED PROVISION

                
	
                  Existing Credit Agreement - Section 1.1

                	
                  Definition of “Guarantor” shall be deleted and replaced with the following:

                	
                  “Guarantor” shall mean Bristow Group Inc. (formerly known as Era Group Inc.)

                
	
                  Existing Credit Agreement - Section 1.1

                	
                  The following definition of “Intermediate Owner” shall be added in the appropriate place alphabetically:

                	
                  “Intermediate Owner” shall mean Bristow Holdings U.S. Inc. (formerly known as Bristow Group Inc.)

                
	
                  Existing Credit Agreement - Section 1.1

                	
                  Definition of “Loan Party” shall be deleted and replaced with the following:

                	
                  “Loan Party” shall mean, collectively or individually, the Borrower, the Intermediate Owner and the Guarantor, as the context requires.

                
	
                  Existing Credit Agreement - Section 1.1

                	
                  Definition of “Material Adverse Effect” shall be deleted and replaced with the following:

                	
                  “Material Adverse Effect” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental
                    investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, (i) a material adverse change in, or a material
                    adverse effect on the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Guarantor and its Subsidiaries, taken as a whole, or the Intermediate Owner and its Subsidiaries, taken
                    as a whole, or (ii) a material impairment on the ability of the Borrower or of the Guarantor, to perform any of their respective material obligations under the Loan Documents or consummate the transactions described herein.

                
	
                  Existing Credit Agreement - Section 1.1

                	
                  Definition of “Parent Guaranty” shall be deleted and replaced with the following:

                	
                  “Parent Guaranty” means the Guaranty Agreement dated the Funding Date and otherwise amended and novated following the Funding Date, by the Guarantor in favor of the Lenders, the Security Agent and the
                    Administrative Agent.

                
	
                  Existing Credit Agreement - Section 1.1

                	
                  Definition of “Relevant Default” shall be deleted and replaced with the following:

                	
                  “Relevant Default” means (i) a Default by the Borrower in respect of any payment obligation hereunder or (ii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
                    seeking (A) liquidation, reorganization or other relief in respect of the Borrower, Intermediate Owner or the Guarantor or its debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or
                    other similar law now or hereafter in effect or (B) the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Borrower, the Intermediate Owner or the Guarantor or for a substantial part of its
                    assets.

                
	
                  Existing Credit Agreement - Section 8.1

                	
                  Subsection (g) shall be deleted and replaced by the following:

                	
                  (g) the Borrower, the Intermediate Owner or the Guarantor (whether as primary obligor or as guarantor or other surety) shall fail to make payments when due on any Indebtedness
                    which individually or in the aggregate the principal amount thereof exceeds $50,000,000, or breach of any covenant contained in any agreement relating to such Indebtedness causing or permitting the acceleration of such Indebtedness
                    after the giving of notice and the expiration of any applicable grace period;

                   

                


        

         

        

        
          Schedule 1

          
            


        

        
        	
                SECTION 

                REF.

                 

              	
                DESCRIPTION

              	
                AMENDED PROVISION

              
	
                Existing Credit Agreement - Section 8.1

              	
                Subsection (i) shall be deleted and replaced by the following:

              	
                (i) Borrower, the Intermediate Owner or the Guarantor shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state
                  or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial part of its property, (ii)
                  consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Section 8.1(i), (iii) apply for or consent to the appointment of a custodian, trustee,
                  receiver, liquidator or other similar official for the Borrower, the Intermediate Owner or the Guarantor or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any
                  such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any board action for the purpose of effecting any of the foregoing;

                 

                 

              
	
                Existing Credit Agreement - Section 8.1

              	
                Subsection (j) shall be deleted and replaced by the following:

              	
                (j) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower, the Intermediate Owner or the
                  Guarantor or its debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of a custodian, trustee, receiver,
                  liquidator or other similar official for the Borrower, the Intermediate Owner or the Guarantor or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of 60 days or
                  an order or decree approving or ordering any of the foregoing shall be entered;

                 

              
	
                Existing Credit Agreement - Section 8.1

              	
                Subsection (k) shall be deleted and replaced by the following:

              	
                (k) the Borrower, the Intermediate Owner or the Guarantor shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay generally, its debts as they become due;

                 

              
	
                Existing Credit Agreement - Section 8.1

              	
                Subsection (m) shall be deleted and replaced by the following:

              	
                (m) any final judgment or order for the payment of money in excess of $50,000,000 (but excluding any portion thereof that is subject to insurance coverage within applicable
                  policy limits and where the insurer has not denied or contested coverage) is rendered against the Borrower, the Intermediate Owner or the Guarantor, which judgments, orders, fines, penalties, awards or impositions remain in effect for 30
                  days without being satisfied, discharged, stayed, deferred, or vacated;

                 

              


        

        

        
          Schedule 1

          
            


        

        
        AMENDMENT TO EXISTING INSURANCE SUPPLEMENTAL AGREEMENT

         

        The following amendment will be made to the Existing Insurance Supplemental Agreement on the Novation Date:

         

        	
                SECTION

                 REF.

                 

                  

              	
                DESCRIPTION

              	
                AMENDED PROVISION

              
	
                Existing Insurance Supplemental Agreement – Clause (f)

              	
                Existing Insurance Supplemental Agreement - Clause (f) shall be deleted and replaced by the following:

              	
                Self-Insurance.  The Borrower (or any of its Affiliates, on its behalf) may self-insure (by deductible, premium adjustment, or risk retention arrangement of any kind) the insurance required to be
                  maintained hereunder pursuant to the Guarantor’s global aviation placement, subject to an aggregate limit of $5,000,000.00.  For the avoidance of doubt, the term “Guarantor’s global aviation placement” set forth in this clause (f) of the
                  Insurance Supplemental Agreement shall include Guarantor’s global aviation placement and/or Intermediate Owner’s global aviation placement, whether separate or combined, applicable to the Aircraft.  The Borrower agrees to give the
                  Security Agent prompt notice of any damage to or loss of, the Aircraft, or any part thereof.

              


        

        

        
          Schedule 1

          
            


        

        
        AMENDMENT TO EXISTING MAINTENANCE SUPPLEMENTAL AGREEMENT

         

        The following amendment will be made to the Existing Maintenance Supplemental Agreement on the Novation Date:

         

        	
                SECTION 

                REF.

                 

                  

              	
                DESCRIPTION

              	
                AMENDED PROVISION

              
	
                Existing Maintenance Supplemental Agreement – Section 2(l)

              	
                The following Amended Provision shall be added after the last sentence in Section 2(l), as a new paragraph:

              	
                The Borrower, or any successor or assign, covenants that if a new or modified Maintenance Program Agreement is entered into in order to combine the aircraft fleets of Intermediate Owner and Parent, upon
                  request by the Administrative Agent and to the extent not prohibited by a confidentiality agreement, Borrower shall (or shall cause its Affiliate to) promptly provide to the Administrative Agent summaries of the Maintenance Program
                  Agreement; provided, that the Administrative Agent acknowledges that (i) a Maintenance Provider may require that the Administrative Agent and other relevant Finance Parties enter into a non-disclosure agreement as a condition to the
                  Administrative Agreement and other relevant Finance Parties receiving a copy of the related Maintenance Program Agreement, (ii) a Maintenance Provider may require that certain provisions of the related Maintenance Program Agreement be
                  redacted, and (iii) a Maintenance Provider may refuse to permit Borrower (or Borrower’s Affiliate) to disclose to the Administrative Agent and other relevant Finance Parties the related Maintenance Program Agreement; and provided,
                  further, however that Borrower may redact certain provisions of the related Maintenance Program Agreement which Borrower reasonably considers confidential as it relates to certain business or economic terms and conditions or as it
                  relates to aircraft other than the Aircraft, notwithstanding that the relevant Maintenance Provider has not required redaction of such provisions.  Notwithstanding anything to the contrary contained herein, provided that Borrower
                  has used commercially reasonable efforts to comply with its obligations under this Section 2(l), the failure by Borrower to provide the Administrative Agent and other relevant Finance Parties with summaries of a Maintenance
                  Program Agreement shall not constitute a Default or an Event of Default.  Each of the Administrative Agent and Borrower agrees (and shall cause its Affiliate to) comply with the terms of and provisions of the Maintenance Program Agreement
                  in regard to any owner and operator side letters, acknowledgments or consents required to be provided by the parties to the Maintenance Provider in respect of the Maintenance Program Agreement and to provide signed copies of any such
                  owner and operator side letters, acknowledgements or consents to the other party as were provided at the time of the initial closing on this Loan Agreement.

              


        

        

        
          Schedule 1

          
            


        

        
        SCHEDULE 2

         

        FORM OF CONFIRMATION OF NOVATION DATE

         

        [___], 2020

        

        

        Macquarie Bank Limited

        Level 5, 50 Martin Place

        Sydney NSW 2000

        Australia

        Attention:     Jonathan Watkinson, Peter Burton

        E-mail:  jonathan.watkinson@macquarie.com, peter.burton@macquarie.aero

        

        

        Macquarie Leasing LLC

        Two Embarcadero Center

        Suite #200

        San Francisco, CA 94111

        Attention:      John Petkovic, Sarah Johnston

        E-mail: john.petkovic@macquarie.aero, sarah.johnston@macquarie.aero

        

        

        
          	
                  Re:

                	
                  Confirmation of Novation Date

                


        

        

        

        Ladies & Gentlemen:

        

        

        Reference is hereby made to the Conditional Novation and Amendment Agreement dated as of [___], 2020 by and among Transferor, as transferor, Transferee, as transferee, Borrower, as borrower,
          Macquarie Bank Limited, as administrative agent, Macquarie Bank Limited, as security agent and Macquarie Leasing LLC, as lender (the "Conditional Novation") pertaining to the novation and amendment of each
          of the Existing Credit Agreement, the Existing Insurance Supplemental Agreement and the Existing Maintenance Supplemental Agreement (each as defined in the Conditional Novation).  Any and all initially capitalized terms used herein shall have the
          meanings ascribed thereto in the Conditional Novation, unless specifically defined herein.

        

        

        In accordance with the Conditional Novation, the undersigned hereby confirm that the transaction contemplated by the Merger Agreement has occurred today, ____________, 2020, which such date shall
          be the “Novation Date” for all purposes of the Conditional Novation.

        

        

        [SIGNATURE PAGE FOLLOWS]

         

        

        
          Schedule 2

          
            


        

        	 	
                Sincerely,

              
	 	 
	 	
                BRISTOW HOLDINGS U.S. INC.,

              
	 	
                f/k/a Bristow Group Inc.

              
	 	 
	 	
                By:

              	 	 


        	 	
                Name:

              
	 	
                Title:

              
	 	 	 
	 	
                BRISTOW GROUP INC.,

              
	 	
                f/k/a Era Group Inc.

              
	 	 
	 	
                By:

              	 	 


        	 	
                Name:

              
	 	
                Title:

              
	 	 	 
	 	
                BRISTOW U.S. LLC,

              
	 	
                as Borrower

              
	 	 
	 	
                By:

              	 	 


        	 	
                Name:

              
	 	
                Title:

              


        

        

        

        

      

    

  

  Schedule 2