0001140361-20-014075 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 17th, 2020 • Bristow Group Inc. • Air transportation, nonscheduled • Delaware

This Indemnification Agreement, dated as of [___________], 2020 (this “Agreement”), is made by and between Bristow Group Inc., a Delaware corporation (the “Company”), and [___________] (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 17th, 2020 • Bristow Group Inc. • Air transportation, nonscheduled • Delaware

This Registration Rights Agreement (this “Agreement”) is made as of June 11, 2020 by and among Bristow Group Inc. (f/k/a Era Group Inc.), a Delaware corporation (the “Company”), and the other parties signatory hereto (or deemed signatories hereto) and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto. Certain definitions are set forth in Section 23.

SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT AND LIMITED WAIVER
Credit Agreement • June 17th, 2020 • Bristow Group Inc. • Air transportation, nonscheduled

THIS SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”), is made and entered into as of August 14, 2018, by and among BRISTOW U.S. LLC, a Louisiana limited liability company (the “Borrower”), the Lenders (as defined below) party hereto and MACQUARIE BANK LIMITED, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT
Term Loan Credit Agreement • June 17th, 2020 • Bristow Group Inc. • Air transportation, nonscheduled

THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”), is made and entered into as of March 7, 2017, by and among BRISTOW U.S. LLC, a Louisiana limited liability company (the “Borrower”), the Lenders (as defined below) party hereto and MACQUARIE BANK LIMITED, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

FINANCED CONDITIONAL NOVATION AGREEMENT
Conditional Novation Agreement • June 17th, 2020 • Bristow Group Inc. • Air transportation, nonscheduled • New York

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).

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