Caledonia Investments PLC, et al. – ‘SC 13D/A’ on 12/17/02 re: Bristow Group Inc – EX-4

On:  Tuesday, 12/17/02, at 11:55am ET   ·   Accession #:  928385-2-3763   ·   File #:  5-34191

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment#2                                           12     47K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws      7     19K 
 3: EX-4        Instrument Defining the Rights of Security Holders     2      6K 

EX-4   —   Instrument Defining the Rights of Security Holders

EX-4
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ASSIGNMENT

THIS ASSIGNMENT is made on 12 December 2002                                     

BETWEEN:                                                                        

(1)      CALEDONIA INDUSTRIAL AND SERVICES LIMITED whose registered office is at
        Cayzer House, 30 Buckingham Gate, London, SW1E 6NN (the Assignor); and

(2)      CALEDONIA INVESTMENTS PLC whose registered office is at Cayzer House,  
30 Buckingham Gate, London, SW1E 6NN (the Assignee).          

WHEREAS:                                                                        

(A)      On 12 December 1996 the Assignor and Offshore Logistics Inc. (Offshore 
       Logistics) (among others) entered into a master agreement (the Master
Agreement).                                                   

(B)      On 19 December 1995 the Assignor and Offshore Logistics Inc entered    
       into a supplemental agreement to the Master Agreement (the Contract).

(C)      Pursuant to an agreement dated 4 December 2002 between Assignor and    
   Assignee (the Sale and Purchase Agreement), the Assignor sold its
       entire holding of Securities (as such term is defined in the Sale and
Purchase Agreement) to the Assignee.                          

(D)      This Assignment is entered into pursuant to the Sale and Purchase      
Agreement.                                                    

IT IS AGREED:                                                                   

1.       The Assignor hereby assigns and transfers to the Assignee the benefit  
of all the Assignor's right, title, benefit and interest to, in and under the   
Contract TO HOLD the same unto the Assignee absolutely, free and clear of all   
mortgages, charges, pledges, liens, trusts, claims and other interests.         

2.       The Assignor shall promptly give Offshore Logistics written notice of  
this Assignment in the form set out in Schedule 1.                              

3.       The Assignor agrees to perform (or procure the performance of) all     
further acts and things, and execute and deliver (or procure the execution and  
delivery of) all such further documents as may be required by law or as may be  
necessary or reasonably desirable to implement and/or give effect to this       
Assignment, and as the Assignee may, from time to time, reasonably request for  
the purpose of implementing this Assignment.                                    

4.       This Assignment may be executed in any number of counterparts and by   
the parties to it on separate counterparts, each of which is an original but all
of which together constitute one and the same instrument.                       

EX-4
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5.       A person who is not a party to this Agreement shall have no right under
the Contracts (Rights of Third Parties) Act of 1999 to enforce any of its terms.

6.       This Assignment and the relationship between the parties shall be      
governed by, and interpreted in accordance with, English law.                   

IN WITNESS WHEREOF this Assignment has been executed on the date written above.