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Bristow Group Inc – ‘10-K’ for 3/31/19 – ‘EX-4.10’

On: Monday, 10/28/19, at 4:57pm ET · For: 3/31/19 · Accession #: 73887-19-46 · File #: 1-31617

  As Of               Filer                 Filing    For·On·As Docs:Size

10/28/19  Bristow Group Inc                 10-K        3/31/19  137:32M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.21M 
 2: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     71K 
 3: EX-10.83    Material Contract                                   HTML    124K 
 4: EX-10.88    Material Contract                                   HTML     52K 
 5: EX-10.89    Material Contract                                   HTML     90K 
 6: EX-10.90    Material Contract                                   HTML     92K 
 7: EX-21       Subsidiaries List                                   HTML     76K 
 8: EX-24       Power of Attorney                                   HTML     68K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     46K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     46K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     41K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     41K 
99: R1          Document and Entity Information                     HTML     72K 
29: R2          Consolidated Statements of Operations               HTML    113K 
71: R3          Consolidated Statements of Comprehensive Loss       HTML     74K 
120: R4          Consolidated Statements of Comprehensive Loss       HTML     46K  
                (Parenthetical)                                                  
102: R5          Consolidated Balance Sheets                         HTML    166K  
32: R6          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
74: R7          Consolidated Statements of Cash Flows               HTML    147K 
117: R8          Consolidated Statements of Stockholders'            HTML    134K  
                Investment and Redeemable Noncontrolling Interests               
104: R9          Consolidated Statements of Stockholders'            HTML     43K  
                Investment and Redeemable Noncontrolling Interests               
                (Parenthetical)                                                  
127: R10         Operations, Basis of Presentation and Summary of    HTML    375K  
                Significant Accounting Policies                                  
76: R11         Revenue Recognition                                 HTML    112K 
38: R12         Variable Interest Entities and Other Investments    HTML    220K 
                in Significant Affiliates                                        
50: R13         Property and Equipment, Assets Held for Sale and    HTML    112K 
                Oem Cost Recoveries                                              
126: R14         Debt                                                HTML    203K  
75: R15         Fair Value Disclosures                              HTML    159K 
37: R16         Derivative Financial Instruments                    HTML     91K 
49: R17         Commitments and Contingencies                       HTML    161K 
123: R18         Taxes                                               HTML    215K  
77: R19         Employee Benefit Plans                              HTML    324K 
27: R20         Stockholders' Investment, Earnings Per Share and    HTML    164K 
                Accumulated Other Comprehensive Income                           
70: R21         Segment Information                                 HTML    252K 
122: R22         Quarterly Financial Information (Unaudited)         HTML    114K  
106: R23         Supplemental Condensed Consolidating Financial      HTML   1.01M  
                Information                                                      
26: R24         Operations, Basis of Presentation and Summary of    HTML    146K 
                Significant Accounting Policies (Policies)                       
69: R25         Revenue Recognition (Policies)                      HTML     53K 
121: R26         Variable Interest Entities and Other Investments    HTML     44K  
                in Significant Affiliates (Policies)                             
105: R27         Fair Value Disclosures (Policies)                   HTML     44K  
28: R28         Derivative Financial Instruments (Policies)         HTML     46K 
68: R29         Employee Benefit Plans (Policies)                   HTML     53K 
46: R30         Stockholders' Investment, Earnings Per Share and    HTML     43K 
                Accumulated Comprehensive Income (Policies)                      
34: R31         Operations, Basis of Presentation and Summary of    HTML    284K 
                Significant Accounting Policies (Tables)                         
81: R32         Revenue Recognition (Tables)                        HTML     92K 
128: R33         Variable Interest Entities and Other Investments    HTML    191K  
                in Significant Affiliates (Tables)                               
47: R34         Property and Equipment, Assets Held for Sale and    HTML    101K 
                Oem Cost Recoveries (Tables)                                     
35: R35         Debt (Tables)                                       HTML     93K 
82: R36         Fair Value Disclosures (Tables)                     HTML    158K 
129: R37         Derivative Financial Instruments (Tables)           HTML     89K  
48: R38         Commitments and Contingencies (Tables)              HTML    139K 
33: R39         Taxes (Tables)                                      HTML    208K 
65: R40         Employee Benefit Plans (Tables)                     HTML    315K 
24: R41         Stockholders' Investment, Earnings Per Share and    HTML    164K 
                Accumulated Comprehensive Income (Tables)                        
91: R42         Segment Information (Tables)                        HTML    256K 
107: R43         Quarterly Financial Information (Tables)            HTML    113K  
66: R44         Supplemental Condensed Consolidating Financial      HTML   1.02M 
                Information (Tables)                                             
25: R45         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML    186K 
                SIGNIFICANT ACCOUNTING POLICIES Narrative                        
                (Details)                                                        
92: R46         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML    142K 
                SIGNIFICANT ACCOUNTING POLICIES Immaterial                       
                Corrections to Prior Period Financial Information                
                (Details)                                                        
108: R47         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     48K  
                SIGNIFICANT ACCOUNTING POLICIES Accounts                         
                Receivable Table (Details)                                       
67: R48         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     55K 
                SIGNIFICANT ACCOUNTING POLICIES Inventory Table                  
                (Details)                                                        
23: R49         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     57K 
                SIGNIFICANT ACCOUNTING POLICIES Property and                     
                Equipment Narrative (Details)                                    
44: R50         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     55K 
                SIGNIFICANT ACCOUNTING POLICIES Goodwill Table                   
                (Details)                                                        
60: R51         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     94K 
                SIGNIFICANT ACCOUNTING POLICIES Other Intangible                 
                Assets Tables (Details)                                          
131: R52         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     59K  
                SIGNIFICANT ACCOUNTING POLICIES Loss on Impairment               
                Table (Details)                                                  
84: R53         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     56K 
                SIGNIFICANT ACCOUNTING POLICIES Other Accrued                    
                Liabilities Table (Details)                                      
43: R54         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     46K 
                SIGNIFICANT ACCOUNTING POLICIES Interest Expense,                
                Net Table (Details)                                              
59: R55         REVENUE RECOGNITION Narrative (Details)             HTML     64K 
130: R56         REVENUE RECOGNITION Revenue Recognition Adoption    HTML     84K  
                Impact Table (Details)                                           
83: R57         REVENUE RECOGNITION Remaining Performance           HTML     58K 
                Obligations Table (Details)                                      
45: R58         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    111K 
                IN SIGNIFICANT AFFILIATES VIE Narrative (Details)                
58: R59         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    164K 
                IN SIGNIFICANT AFFILIATES VIE Financials (Details)               
115: R60         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    157K  
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Consolidated (Details)                              
96: R61         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML     98K 
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Unconsolidated (Details)                            
22: R62         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    116K 
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Unconsoildated Tables (Details)                     
64: R63         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     55K 
                OEM COST RECOVERIES Capital Expenditures (Details)               
112: R64         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     79K  
                OEM COST RECOVERIES Sold or Disposed and                         
                Impairments (Details)                                            
93: R65         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     70K 
                OEM COST RECOVERIES Narrative (Details)                          
19: R66         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     66K 
                OEM COST RECOVERIES Assets Held for Sale (Details)               
61: R67         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     61K 
                OEM COST RECOVERIES OEM Cost Recoveries (Details)                
110: R68         DEBT Table (Details)                                HTML     72K  
98: R69         DEBT Narrative (Details)                            HTML    382K 
87: R70         DEBT Convertible debt Tables (Details)              HTML     67K 
132: R71         DEBT Annual Maturities (Details)                    HTML     60K  
54: R72         FAIR VALUE DISCLOSURES Recurring and Non-recurring  HTML    111K 
                Fair Value Measurements (Details)                                
39: R73         FAIR VALUE DISCLOSURES Fair Value of Debt           HTML     72K 
                (Details)                                                        
90: R74         DERIVATIVE FINANCIAL INSTRUMENTS Narrative          HTML     46K 
                (Details)                                                        
135: R75         DERIVATIVE FINANCIAL INSTRUMENTS Fair Value         HTML     60K  
                Derivative Instruments Table (Details)                           
57: R76         DERIVATIVE FINANCIAL INSTRUMENTS Derivative         HTML     46K 
                Instrument AOCI Table (Details)                                  
42: R77         COMMITMENTS AND CONTINGENCIES Aircraft Purchase     HTML    115K 
                Contracts (Details)                                              
85: R78         COMMITMENTS AND CONTINGENCIES Aircraft orders and   HTML     56K 
                options (Details)                                                
136: R79         COMMITMENTS AND CONTINGENCIES Operating Leases      HTML     93K  
                (Details)                                                        
88: R80         COMMITMENTS AND CONTINGENCIES Employee Agreements   HTML     48K 
                (Details)                                                        
133: R81         COMMITMENTS AND CONTINGENCIES Ligitgation,          HTML    101K  
                Environmental, Other Purchase Contracts and Other                
                (Details)                                                        
55: R82         TAXES Components of Deferred Tax Assets and         HTML    127K 
                Liabilities (Details)                                            
40: R83         TAXES Narrative (Details)                           HTML    138K 
89: R84         TAXES Rollforward of deferred tax valuation         HTML     46K 
                allowance (Details)                                              
134: R85         TAXES Component of Income Before Provision For      HTML     48K  
                Income Taxes (Details)                                           
56: R86         TAXES Provision for Income Taxes Table (Details)    HTML     61K 
41: R87         TAXES Reconciliation of U.S. Federal Statutory Tax  HTML     79K 
                Rate (Details)                                                   
86: R88         TAXES Tax Jurisdiction (Details)                    HTML     53K 
137: R89         TAXES Schedule of Unrecognized Tax Benefit          HTML     48K  
                (Details)                                                        
114: R90         EMPLOYEE BENEFIT PLANS Defined Contribution Plans   HTML     45K  
                (Details)                                                        
95: R91         EMPLOYEE BENEFIT PLANS Defined Benefit Plan         HTML     74K 
                Narrative (Details)                                              
21: R92         EMPLOYEE BENEFIT PLANS Rollforward of Change in     HTML     59K 
                Benefit Obligation (Details)                                     
63: R93         EMPLOYEE BENEFIT PLANS Rollforward of Change in     HTML     55K 
                Plan Assets (Details)                                            
113: R94         EMPLOYEE BENEFIT PLANS Reconciliation of Funded     HTML     53K  
                Status (Details)                                                 
94: R95         EMPLOYEE BENEFIT PLANS Components of Net Periodic   HTML     54K 
                Pension Cost (Details)                                           
20: R96         EMPLOYEE BENEFIT PLANS Actuarial Assumptions        HTML     49K 
                (Details)                                                        
62: R97         EMPLOYEE BENEFIT PLANS Plan Allocations (Details)   HTML     54K 
109: R98         EMPLOYEE BENEFIT PLANS Schedule of Fair Value of    HTML    109K  
                Plan Assets (Details)                                            
97: R99         EMPLOYEE BENEFIT PLANS Schedule of Estimated        HTML     52K 
                Future Benefit Payments (Details)                                
119: R100        EMPLOYEE BENEFIT PLANS Incentive and Stock Options  HTML    160K  
                Narrative (Details)                                              
101: R101        EMPLOYEE BENEFIT PLANS Stock Option Activity        HTML     80K  
                Rollforward (Details)                                            
31: R102        EMPLOYEE BENEFIT PLANS Stock Option Assumptions     HTML     54K 
                (Details)                                                        
73: R103        EMPLOYEE BENEFIT PLANS Rollforward of Non-Vested    HTML     64K 
                Restricted Stock (Details)                                       
118: R104        EMPLOYEE BENEFIT PLANS Schedule of Separation       HTML     54K  
                Agreements (Details)                                             
100: R105        STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML     70K  
                ACCUMULATED COMPREHENSIVE INCOME Narrative                       
                (Details)                                                        
30: R106        STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML    102K 
                ACCUMULATED COMPREHENSIVE INCOME Earnings per                    
                Share (Details)                                                  
72: R107        STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML     75K 
                ACCUMULATED COMPREHENSIVE INCOME Accumulated Other               
                Comprehensive Income (Details)                                   
116: R108        SEGMENT INFORMATION Narrative (Details)             HTML     44K  
103: R109        SEGMENT INFORMATION Revenue by Segment (Details)    HTML     95K  
78: R110        SEGMENT INFORMATION Operating Performance and       HTML    129K 
                Assets by Region (Details)                                       
124: R111        SEGMENT INFORMATION Revenue and Long Lived Assets   HTML     94K  
                by Country (Details)                                             
51: R112        Quarterly Financial Information (Details)           HTML    125K 
36: R113        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    175K 
                INFORMATION - Statement of Operations (Details)                  
80: R114        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML     96K 
                INFORMATION - Statement of Comprehensive Income                  
                (Loss) (Details)                                                 
125: R115        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    217K  
                INFORMATION - Balance Sheets (Details)                           
52: R116        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    145K 
                INFORMATION - Statement of Cash Flows (Details)                  
79: XML         IDEA XML File -- Filing Summary                      XML    255K 
111: EXCEL       IDEA Workbook of Financial Reports                  XLSX    232K  
13: EX-101.INS  XBRL Instance -- brs-20190331                        XML  10.20M 
15: EX-101.CAL  XBRL Calculations -- brs-20190331_cal                XML    442K 
16: EX-101.DEF  XBRL Definitions -- brs-20190331_def                 XML   2.02M 
17: EX-101.LAB  XBRL Labels -- brs-20190331_lab                      XML   3.76M 
18: EX-101.PRE  XBRL Presentations -- brs-20190331_pre               XML   2.58M 
14: EX-101.SCH  XBRL Schema -- brs-20190331                          XSD    373K 
53: ZIP         XBRL Zipped Folder -- 0000073887-19-000046-xbrl      Zip    732K

‘EX-4.10’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 4.10

SEVENTH SUPPLEMENTAL INDENTURE

This Seventh Supplemental Indenture dated as of September 11, 2019 (this “Seventh Supplemental Indenture”), is entered into among Bristow Group Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors signatory hereto, Wilmington Trust, National Association, as the replaced trustee (the “Replaced Trustee”) and Delaware Trust Company, a trust company under the laws of Delaware, as successor trustee (the “Successor Trustee”). Capitalized terms used but not defined shall have the meaning ascribed to them in the Indenture (defined below).

RECITALS

The Company, certain Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Original Trustee”) entered into that certain Indenture, dated as of June 17, 2008 (the “Original Indenture” and as further amended and supplemented from time to time, the “Indenture”) pursuant to which the Company may from time to time issue its debentures, notes, bonds or other evidence of indebtedness.

The Company, the Guarantors and the Original Trustee entered into that certain Fourth Supplemental Indenture, dated as of June 21, 2016, pursuant to which the Company issued the 6.25% Senior Notes due 2022 (the “6.25 % Senior Notes”).

The Company, the Guarantors and the Original Trustee entered into that certain Sixth Supplemental Indenture, dated as of December 18, 2017 (the “Sixth Supplement Indenture”), pursuant to which the Company issued the 4.5% Convertible Senior Notes due 2023 (the “Convertible Notes”).

On May 8, 2019, the Company, the Replaced Trustee and the Original Trustee entered into an Agreement of Resignation, Appointment and Acceptance (the “Agreement”), pursuant to which the Original Trustee resigned as trustee, registrar, paying agent, custodian, conversion agent and bid solicitation agent with respect to the 6.25% Senior Notes and the Convertible Notes under the Original Indenture, and the Company, the Original Trustee and the Replaced Trustee accepted the Replaced Trustee’s appointment as successor trustee, registrar, paying agent, notes custodian, conversion agent and bid solicitation agent under the Indenture and the Replaced Trustee assumed the rights, powers and duties of the Original Trustee thereunder as set forth more fully in the Agreement.

Section 7.08 of the Indenture provides, inter alia, that within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the Securities of such series then outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

On or about May 21, 2019 the Company received a letter executed by Holders holding a majority in principal amount of Convertible Notes, pursuant to which such Holders exercised their rights, pursuant to Section 7.08 of the Indenture, to replace the Replaced Trustee with the Successor Trustee, but only with respect to the Replaced Trustee’s role as Trustee, registrar, paying agent, custodian, conversion agent and bid solicitation agent as to the Convertible Notes and not with respect to its role as Trustee, registrar, paying agent, custodian, conversion agent or bid solicitation agent for any other series of Securities issued under the Indenture, including, without limitation, the 6.25% Senior Notes.

Section 7.08 of the Indenture provides, inter alia, that in case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the Subsidiary

Guarantors, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental to the Indenture in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee.

Pursuant to Section 7.08 of the Indenture, the Company, the Subsidiary Guarantors, the Replaced Trustee, and the Successor Trustee desire to execute and deliver this Seventh Supplemental Indenture to memorialize the conference to the Successor Trustee of all the rights, powers, and duties of the Replaced Trustee under the Indenture with respect to the Convertible Notes, and to confirm that all the rights, powers, and duties of the Trustee under the Indenture with respect to any other series of Securities under the Indenture, including, without limitation, the 6.25% Senior Notes shall continue to otherwise be vested in the Replaced Trustee.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors, the Replaced Trustee, and the Successor Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Convertible Notes and the Holders of the 6.25% Senior Notes as follows:

ARTICLE I

SECTION 1.01. This Seventh Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

SECTION 1.02. This Seventh Supplemental Indenture shall become effective nunc pro tunc to May 21, 2019 immediately upon its execution and delivery by each of the Company, the Guarantors, the Replaced Trustee and the Successor Trustee.

ARTICLE II

SECTION 2.01. The Successor Trustee hereby confirms its appointment as Trustee, registrar, paying agent, custodian, conversion agent and bid solicitation agent with respect to the Convertible Notes as of May 21, 2019. This Seventh Supplemental Indenture confirms that as of May 21, 2019, the Successor Trustee had and shall continue to have all the rights, powers and duties of the Replaced Trustee with respect to the Securities under the Indenture represented by the Convertible Notes.

SECTION 2.02. This Seventh Supplemental Indenture confirms that the Replaced Trustee shall retain all the rights, powers, and duties of the Trustee under the Indenture with respect to any series of Securities under the Indenture, including, without limitation, the 6.25% Senior Notes, other than the Convertible Notes.

SECTION 2.03. The Replaced Trustee and the Successor Trustee make no representation as to the validity or sufficiency of this Seventh Supplemental Indenture or the statements made in the recitals of this Seventh Supplemental Indenture. The Successor Trustee hereby represents that it is qualified and

eligible under the provisions of Section 7.10 of the Indenture and the requirements of the Trust Indenture Act set forth therein. Neither the Replaced Trustee nor the Successor Trustee assumes any duties, responsibilities or liabilities by reason of this Seventh Supplemental Indenture other than as set forth in the Indenture and, in carrying out its responsibilities hereunder, each shall have all of the rights, powers, privileges, protections, duties and immunities which it possesses under the Indenture. The Replaced Trustee and the Successor Trustee shall not constitute co-trustees of the same trust, and each of the Replaced Trustee and the Successor Trustee shall be trustee of a trust or trusts under the Indenture separate and apart from any trust or trusts under the Indenture administered by the other trustee. The Replaced Trustee shall have no liability for any acts or omissions of the Successor Trustee and the Successor Trustee shall have no liability for any acts or omissions of the Replaced Trustee. References in this Seventh Supplemental Indenture to sections of the Indenture that require or permit actions by the Trustee with respect to the Convertible Notes shall be deemed to require or permit actions only by the Successor Trustee and the Replaced Trustee shall have no responsibility therefor. All of the provisions contained in the Indenture in respect of the rights, privileges, and immunities of the Trustee, including, but not limited to, its rights to be compensated, reimbursed and indemnified, shall be applicable to the Replaced Trustee and the Successor Trustee in respect of this Seventh Supplemental Indenture as fully and with like force and effect as though set forth in full herein.

ARTICLE III

SECTION 3.01. Except as specifically modified herein, the Indenture, the Convertible Notes, the Agreement and the 6.25% Senior Notes are in all respects ratified and confirmed and shall remain in full force and effect in accordance with their terms.

SECTION 3.02. This Seventh Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.03. The parties hereto may sign any number of counterparts of this Seventh Supplemental Indenture. Each signed counterpart shall be an original, but all of such executed counterparts together shall represent the same agreement. Delivery of an executed signature page to this Seventh Supplemental Indenture by facsimile or electronic transmission (i.e., .pdf or .tif) shall be as effective as delivery of a manually executed counterpart of this Seventh Supplemental Indenture.

SECTION 3.04. All agreements of the Company, the Subsidiary Guarantors, the Replaced Trustee, and the Successor Trustee in this Supplemental Indenture and in the Indenture shall bind their respective successors and assigns, whether or not so expressed.

[NEXT PAGE IS SIGNATURE PAGE]

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

THE COMPANY

BRISTOW GROUP INC.

By: /s/ Geoffrey L. Carpenter_____

Name: Geoffrey L. Carpenter

Title: Vice President and Treasurer

SUBSIDIARY GUARANTORS

BRISTOW U.S. LLC

By: /s/ Geoffrey L. Carpenter_____

Name: Geoffrey L. Carpenter

Title: Manager