Commitment Letter, dated as of November 9, 2018, by and among Bristow Group Inc. and certain private investors

Exhibit 10.3

Execution Version

CONFIDENTIAL

November 9, 2018

CONVERTIBLE NOTES

COMMITMENT LETTER

Bristow Group Inc.

2103 City West Blvd., 4th Floor

Houston, Texas 77042

Attention: L. Don Miller, Chief Financial Officer

Re: Project Emerald

Ladies and Gentlemen:

You have advised the undersigned (“Investors”, “we” or “us”) that Bear Acquisition I, LLC, a Delaware limited liability company (the “Acquiror”), a newly-formed domestic unrestricted subsidiary controlled by Bristow Group Inc. (the “Parent” and together with the Acquiror, “you”), intends to acquire (the “Acquisition”) directly, or indirectly through one or more subsidiaries, all of the issued and outstanding capital stock of Columbia Helicopters, Inc., an Oregon corporation (the “Target” and, together with its subsidiaries, the “Acquired Business”), from the existing shareholders of the Target (collectively, the “Seller”) and to refinance (together with any applicable prepayment premium or fee, with the commitments thereunder being terminated, and all guarantees, liens and security interests in respect thereof being released) all of the existing indebtedness of the Acquired Business (collectively, the “Refinancing”). We understand that, in connection with the Acquisition, you intend to directly or indirectly consummate the transactions described in the Transaction Summary attached as Annex A hereto (the “Transaction Summary”), and that the total purchase price for the Acquisition (including fees, commissions and expenses and the Refinancing) (the “Purchase Price”) will be financed from the sources described therein. You and your subsidiaries (including, following the Acquisition, the Target and its subsidiaries) are collectively referred to herein as the “Company.” As used in this Commitment Letter, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Capitalized terms used but not defined herein and defined in any annex or exhibit hereto have the meanings assigned to them in such exhibit.

1. The Commitments.

In connection with the foregoing, each Investor (either directly or through one of its affiliates) is pleased to advise you of its commitment, severally and not jointly, to purchase the principal amount set forth opposite its name on Schedule I to this Commitment Letter of Convertible Senior Secured Notes with the terms set forth on Exhibit B to this Commitment Letter (the “Convertible Senior Secured Notes”); provided that each Investor may, at its option by providing written notice to Parent not later than 5:00 p.m., New York City time, on December 14, 2018, reduce the principal amount of its commitment to an amount no lower than the reduced principal amount of its commitment set forth on Schedule I. The Parent hereby agrees (the “Parent Obligation”) to sell to each Investor (either directly or through one of its affiliates) the principal amount set forth opposite its name on Schedule I to this Commitment Letter of Convertible Senior Secured Notes (as such amount may be reduced in accordance with this Section 1) on the Closing Date and to cause Merger Sub 2 (as defined below) to issue to each Investor its pro rata portion of the warrants described on Exhibit B.

The Investors’ commitments described in this Section 1 are collectively referred to herein as the “Commitments.” Each Investor’s Commitment is its independent and several obligation, and no Investor shall be obligated with respect to any other Investor’s Commitment. The performance by any Investor with respect to its Commitment is not subject to the performance by any other Investor of such other Investor’s Commitment. Each Investor’s Commitment is, in each case, on the terms and subject to the conditions set forth in this letter (including the exhibits, schedules and annexes hereto, collectively, this “Commitment Letter”). The terms of this Commitment Letter are intended as an outline of certain of the material provisions of the Convertible Senior Secured Notes, but do not include all of the terms and other provisions that will be contained in the definitive documents relating to the Convertible Note Financing (including the pledge agreement with respect to the Pledge (as defined below) and the Merger Sub 2 warrants described below) which shall be prepared by our counsel based on the drafts most recently sent by our counsel to your counsel prior to execution of this Commitment Letter and which shall be negotiated in good faith by the parties (collectively, the “Definitive Note Documents”); provided that there shall be no closing condition to the Convertible Senior Secured Notes contained in the Definitive Note Documents that is not specifically set forth (x) in Section 2 hereof or (y) on Exhibit A to this Commitment Letter; and provided, further, that without limiting the foregoing the parties shall negotiate in good faith to execute and deliver a definitive purchase agreement relating to the Convertible Senior Secured Notes, which shall include a transactional indemnity from the Parent to each Investor and otherwise shall contain terms no less favorable to Investors than the terms set forth in the draft most recently sent by our counsel to your counsel prior to execution of this Commitment Letter (the “Securities Purchase Agreement”), on the last VWAP Trading Day of the Initial Measurement Period (as defined in Exhibit B). Upon execution of the Securities Purchase Agreement, the agreement of each Investor to purchase the Convertible Senior Secured Notes and other terms and conditions set forth therein shall supersede and replace the Commitment of such Investor and other terms and conditions set forth herein. Those matters that are not covered or made clear in this Commitment Letter are subject to mutual agreement of the parties hereto. No party hereto has been authorized by us to make any oral or written statements or representations that are inconsistent with the Commitment Letter. Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, and the parties agree to negotiate in good faith the Definitive Note Documents in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the Commitments provided hereunder are subject to conditions precedent as provided herein.

2. Conditions Precedent. The Commitment of each Investor to purchase Convertible Senior Secured Notes on the Closing Date is conditioned solely upon satisfaction or waiver by each Investor of each of the following conditions: (i) the Specified Representations (as defined below) shall be true and correct in all material respects as of the date such Specified Representations are made and as of the closing date for the Convertible Senior Secured Notes (after giving effect to the Acquisition), and (ii) the other conditions referred to on Exhibit A. The Parent Obligation is conditioned solely upon consummation of the Acquisition and, unless each Investor has waived the Consent Solicitation Condition, the Consent Solicitation Condition. In the event each Investor has waived the Consent Solicitation Condition, any proceeds, products, substitutions or replacements of the Merger Sub 2 capital stock shall be excluded from the Collateral, notwithstanding any other provision of this Commitment Letter. Parent will use its commercially reasonable efforts to commence on November 13, 2018 a consent solicitation to satisfy the Consent Solicitation Condition and will use its commercially reasonable efforts to satisfy the Consent Solicitation Condition.

For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Definitive Note Documents relating to corporate or other organizational existence of the

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Parent and Merger Sub 2, organizational power and authority of the Parent and Merger Sub 2 (as to execution, delivery and performance of the applicable Definitive Note Documents), the due authorization, execution, delivery and enforceability of the applicable Definitive Note Documents as to the Parent and Merger Sub 2, the due authorization, execution, delivery and enforceability of the warrants as to the Target, the legality, due authorization and reservation of the maximum number of shares of the Parent’s common stock that are issuable upon conversion of the Convertible Senior Secured Notes as to the Parent (assuming the requisite stockholder approval contemplated in Exhibit B is obtained, all Convertible Senior Secured Notes are settled by physical settlement and the maximum number of shares of the Parent’s common stock issuable in connection with a make-whole fundamental change are issued), the legality, due authorization and reservation of the maximum number of shares of the Target’s common stock that are issuable upon exercise of the warrants as to the Target, solvency of the Parent and its subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transactions, no conflicts of the Definitive Note Documents with charter documents, material laws or material agreements, the Patriot Act, Beneficial Ownership Regulation, use of proceeds not violating the (i) FCPA, (ii) OFAC/AML and (iii) other anti-terrorism laws, the accuracy, completeness and timeliness of all documents required to be filed by the Company under the Securities Exchange Act of 1934 or the Securities Act of 1933, the listing of the shares of the Parent’s common stock that are issuable upon conversion of the Convertible Senior Secured Notes, the Investment Company Act, and the creation, validity, perfection and priority of security interests on the Collateral (as defined below).

3. Clear Market. You agree that, from the date hereof until the earlier of (a) the date on which the Commitments are terminated in accordance with Section 13 of this Commitment Letter or (b) the date on which the Acquisition is consummated (the “Closing Date”), you will not, and you will use your commercially reasonable efforts not to permit the Acquired Business or any of your or its respective affiliates to, directly or indirectly, (i) syndicate, place, sell or issue, (ii) attempt or offer to syndicate, place, sell or issue, (iii) announce or authorize the announcement of the syndication, placement, sale or issuance of, or (iv) engage in discussions concerning the syndication, placement, offering, sale or issuance of, (x) any debt facility, or debt, equity-linked or equity security of the Acquired Business or any of its subsidiaries and/or (y) any debt facility, debt security, equity-linked or equity security of the Parent (in each case, other than (1) ordinary course capital leases, letters of credit and purchase money and equipment financings, aircraft leases transactions and debt financings in connection therewith (including, without limitation, sale and leaseback transactions) by the Parent and its affiliates other than in connection with the Acquired Business, (2) the Debt Financing described in the Transaction Description, the refinancing of the Debt Financing and the offering of the Convertible Senior Secured Notes contemplated hereby (including the offering of Convertible Senior Secured Notes in the principal amount of any reduction in an Investors Commitment contemplated hereby to third parties), (3) debt permitted to be incurred by the Acquired Business pursuant to the Purchase Agreement and (4) a working capital revolving debt facility at the Acquired Business or any of its subsidiaries entered after the issuance of the Convertible Senior Secured Notes in an amount not to exceed $20.0 million (including after giving effect to any consent by you or any of your affiliates to any such incurrence after the date hereof that you determine that you or any of your affiliates are required to give pursuant to the terms of the Purchase Agreement)), including any renewals or refinancings of any Existing Debt, without our prior written consent, which may be given or withheld in our sole discretion.

4. Fees and Expenses. Each of the parties to this Commitment Letter will bear and pay all costs and expenses incurred by it or on its behalf in connection with the transactions contemplated hereby, except that you shall pay, upon the execution of this Commitment Letter, the fees and expenses of counsel for the Investors in an amount not to exceed $250,000.

5. Indemnification and Waivers. As consideration for the Commitments and our other undertakings hereunder, you agree to indemnify each Investor, its Representatives and its affiliates

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(collectively, “Indemnified Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to the transactions contemplated by this Commitment Letter, except to the extent resulting from the bad faith of such Investor or its Indemnified Parties. No Indemnified Party shall be entitled to recover (i) any exemplary, punitive or speculative damages under this Commitment Letter or (ii) any special, indirect, consequential, incidental damages or lost profits under this Commitment Letter, except (x) in the case of clause (ii), to the extent any such damages or lost profits would otherwise be recoverable under New York law in an action for breach of contract or (y) in the case of clause (i) or clause (ii), any such damages or lost profits arising from a breach of this Commitment Letter that are payable in respect of Third Party Claims. As used herein, (i) “Representatives” means, with respect to a specified Investor, the investors, officers, directors, managers, employees, agents, advisors, counsel, accountants, investment bankers and other representatives of such Investor and (ii) “Third Party Claims” means any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which any Indemnified Party believes in good faith is an indemnifiable claim under this Commitment Letter.

6. Confidentiality. This Commitment Letter is delivered to you on the understanding that neither the existence of this Commitment Letter nor any of its terms or substance will be disclosed by you, directly or indirectly, to any other person or entity except (a) as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof, to the extent lawfully permitted to do so, and to cooperate with us in securing a protective order in respect thereof to the extent lawfully permitted to do so), (b) to your officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis and only in connection with the Transactions, (c) the existence of this Commitment Letter, including the aggregate amount of the Commitment but not the amount of each Investor’s several Commitment, may be disclosed (but not the contents of this Commitment Letter) to rating agencies in connection with their review of the Convertible Senior Secured Notes or the Acquired Business, (d) the information contained in this Commitment Letter, including the aggregate amount of the Commitment but not the amount of each Investor’s several Commitment, may be disclosed in the Confidential Information Memorandum or in connection with the syndication of the Bridge Loan Facility, (e) this Commitment Letter may be disclosed to the Acquired Business, the Seller and their respective officers, directors, employees, attorneys, accountants and advisors, in each case on a confidential and need-to-know basis and only in connection with the Transactions, and (f) you may disclose this Commitment Letter and its contents, including the aggregate amount of the Commitment but not the amount of each Investor’s several Commitment, in any information memorandum or syndication distribution or offering memorandum related to the Notes or other debt financing, as well as in any proxy statement or other public filing relating to the Acquisition or the Bridge Loan Facility.

We hereby acknowledge the existence of the Confidentiality Agreement between the Parent and the Investor. The Confidentiality Agreement shall continue to be in full force and effect, pursuant to the terms and conditions thereof.

Notwithstanding anything herein to the contrary, you and we (and any of your and our respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the Commitment Letter and all materials of any kind (including opinions or other tax analyses) that are provided to you or us relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the

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identity of any existing or future party (or any affiliate of such party) to the Commitment Letter, and (ii) neither you nor we shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by the Commitment Letter is the purported or claimed U.S. federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of such transactions.

7. Timely Disclosure. Notwithstanding anything herein to the contrary, on or before 8:30 a.m. eastern standard time on the date of this Commitment Letter, the Company shall issue a publicly available press release or file with the Securities and Exchange Commission a Current Report on Form 8-K disclosing all material terms of the Acquisition, the transactions set forth in the Transaction Summary and this Commitment Letter, including the aggregate amount of the Commitment but not the amount of each Investor’s several Commitment. Upon the release of such press release or Current Report on Form 8-K, the Parent hereby confirms that the Investors will no longer possess any material non-public information concerning the Parent, the Acquired Business, the transactions set forth in the Transaction Summary or the Transaction contemplated by this Commitment Letter. The Parent also hereby acknowledges that the Investors will not receive any material non-public information after the release of such press release of Current Report on Form 8-K and that the Investors disclaim any duty to refrain from transacting in the securities of the Parent following such release.

8. Conflicts of Interest; Absence of Fiduciary Relationship. You acknowledge and agree that:

(a) Each Investor and/or its affiliates and subsidiaries (each, an “Investor Group”), in its and their respective capacities as principal or agent are involved in a wide range of commercial banking and investment banking activities globally (including investment advisory, asset management, research, securities issuance, trading, and brokerage) from which conflicting interests or duties may arise and, therefore, conflicts may arise between (i) any Investor Group’s interests and duties hereunder and (ii) the duties or interests or other duties or interests of another member of such Investor Group,

(b) Each Investor and any other member of its Investor Group may, at any time, (i) provide services to any other person, (ii) engage in any transaction (on its own account or otherwise) with respect to you or any member of the same group as you or (iii) act in relation to any matter for any other person whose interests may be adverse to you or any member of your group (a “Third Party”), and may retain for its own benefit any related remuneration or profit, notwithstanding that a conflict of interest exists or may arise and/or any member of its Investor Group is in possession or has come or comes into possession (whether before, during or after the consummation of the transactions contemplated hereunder) of information confidential to you; provided that such confidential information shall not be used by us or any other member of an Investor Group in entering into any transaction with (for its own account or otherwise), or performing services for or providing advice to, any Third Party. You accept that permanent or ad hoc arrangements/information barriers may be used between and within any Investor’s divisions or divisions of other members of any Investor Group for this purpose and that locating directors, officers or employees in separate workplaces is not necessary for such purpose,

(c) Information that is held elsewhere within any Investor or any Investor Group, but of which none of the individual directors, officers or employees having primary responsibility for the consummation of the transactions contemplated by this Commitment Letter actually has knowledge (or can properly obtain knowledge without breach of internal procedures), shall not for any purpose be taken into account in determining any Investor’s responsibilities to you hereunder,

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(d) Neither any Investor nor any other member of any Investor Group shall have any duty to disclose to you, or utilize for your benefit, any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on its own account or otherwise) or otherwise carrying on our or its business,

(e) (i) Neither we nor any of our affiliates have assumed any advisory responsibility or any other obligation in favor of the Company or any of its affiliates, (ii) we and our affiliates, on the one hand, and the Company and its affiliates, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Company or any of its affiliates rely on, any fiduciary duty on the part of us or any of our affiliates and (iii) each Investor is (and is affiliated with) full service financial firms and as such may effect from time to time transactions for its own account or the account of customers, and hold long or short positions in debt, equity-linked or equity securities or loans of companies that may be the subject of the transactions contemplated by this Commitment Letter (and, in particular, we and any other member of any Investor Group may at any time hold debt or equity securities for its own account in the Company). With respect to any securities and/or financial instruments so held by us, any of our affiliates or any of our respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of such rights, in its sole discretion. You hereby waive and release, to the fullest extent permitted by law, any claims you have, or may have, with respect to (i) any breach or alleged breach of fiduciary duty (and agree that no Investor shall have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors) or (ii) any conflict of interest arising from such transactions, activities, investments or holdings, or arising from our failure or the failure of any of our affiliates to bring such transactions, activities, investments or holdings to your attention, and

(f) Neither any Investor nor any of its affiliates are advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated by this Commitment Letter, and neither any Investor nor any of its affiliates shall have responsibility or liability to you with respect thereto other than as expressly set forth herein. Any review by any Investor, or on its behalf, of the Company, the Transactions, the other transactions contemplated by this Commitment Letter Letter or other matters relating to such transactions will be performed solely for such Investor’s benefit and shall not be on behalf of you or any of your affiliates.

9. Choice of Law; Jurisdiction; Waivers. The Commitment Letter, and any claim, controversy or dispute arising under or related to the Commitment Letter (whether based upon contract, tort or otherwise), shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles (other than sections 5-1401 and 5-1402 of the New York General Obligations Law). To the fullest extent permitted by applicable law, you and we hereby irrevocably submit to the exclusive jurisdiction of any New York State court or Federal court sitting in the County of New York and the Borough of Manhattan in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of any Commitment Letter and irrevocably agree that all claims in respect of any such claim, suit, action or proceeding may be heard and determined in any such court and that service of process therein may be made by certified mail, postage prepaid, to their respective addresses set forth above; provided that suit for the recognition or enforcement of any judgment obtained in any such New York State or Federal court may be brought in any other court of competent jurisdiction. You and we hereby waive, to the fullest extent permitted by applicable law, any objection that you or we may now or hereafter have to the laying of venue of any such claim, suit, action or proceeding brought in any such court, and any claim that any such claim, suit, action or proceeding brought in any such court has been brought in an inconvenient forum. You and we hereby waive, to the fullest extent permitted by

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applicable law, any right to trial by jury with respect to any claim, suit, action or proceeding (whether based upon contract, tort or otherwise) arising out of or relating to the Commitment Letter, any of the Transactions or any of the other transactions contemplated hereby or thereby. The provisions of this Section 9 are intended to be effective upon the execution of this Commitment Letter without any further action by you, and the introduction of a true copy of this Commitment Letter into evidence shall be conclusive and final evidence as to such matters.

10. Miscellaneous.

(a) This Commitment Letter may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed signature page of this Commitment Letter by facsimile, PDF or other electronic transmission will be effective as delivery of a manually executed counterpart hereof.

(b) You may not assign any of your rights, or be relieved of any of your obligations, under this Commitment Letter without our prior written consent, which may be given or withheld in our sole discretion (and any purported assignment without such consent, at our sole option, shall be null and void). Each Investor may at any time and from time to time assign all or any portion of its Commitment hereunder to one or more of its affiliates or any funds managed by the same manager and, with your consent, which may be given or withheld in your sole discretion, to any other assignee (each, an “Assignee”), whereupon it shall be released from the portion of its Commitment hereunder so assigned; provided that, in the event of an assignment to an Assignee that is not an affiliate, such assignment shall not relieve such Investor of our obligation to fund on the Closing Date the portion of its Commitment so assigned to the extent such assignee fails, upon satisfaction or waiver by us of all conditions to such assignee making its initial extension of credit on the Closing Date, to fund such assigned Commitments on the Closing Date. Any and all obligations of, and services to be provided by, us hereunder (including the Commitments) may be performed, and any and all of our rights hereunder may be exercised, by or through any of our affiliates, branches or any funds managed by the same manager and we reserve the right to allocate, in whole or in part, to our affiliates, branches or any funds managed by the same manager certain fees payable to us in such manner as we and our affiliates may agree in our and their sole discretion.

(c) This Commitment Letter has been and is made solely for the benefit of you and us and your, our and their respective successors and permitted assigns, and nothing in this Commitment Letter, expressed or implied, is intended to confer or does confer on any other person or entity any rights or remedies under or by reason of this Commitment Letter or your and our agreements contained herein.

(d) The Commitment Letter set forth the entire understanding of the parties hereto as to the scope of the Commitments and our obligations hereunder and thereunder. The Commitment Letter supersedes all prior understandings and proposals, whether written or oral, between us and you relating to any financing or the transactions contemplated hereby and thereby.

(e) Notwithstanding anything in Section 6 to the contrary, you agree that we or any of our affiliates may make customary disclosures of information about the Transactions to market data collectors and similar service providers to the financing community, following consummation of the Transactions.

(f) We hereby notify you and, upon its becoming bound by the provisions hereof, each other party hereto, that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2006) (as amended from time to time, the “Patriot Act”), we and each Assignee may be required to obtain, verify and record information that

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identifies the Parent, which information includes the name, address, tax identification number and other information regarding the Parent that will allow us or such Assignee to identify the Parent in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to us and each Assignee. You agree that we shall be permitted to share any or all such information with the Assignees.

11. Amendment; Waiver. This Commitment Letter may not be modified or amended except in a writing duly executed by the parties hereto. No waiver by any party of any breach of, or any provision of, this Commitment Letter shall be deemed a waiver of any similar or any other breach or provision of this Commitment Letter at the same or any prior or subsequent time. To be effective, a waiver must be set forth in writing signed by the waiving party and must specifically refer to this Commitment Letter and the breach or provision being waived.

12. Surviving Provisions. Notwithstanding anything to the contrary in this Commitment Letter: (i) Sections 4 to and including 12 hereof and the last sentence of Section 13 hereof shall survive the expiration or termination of this Commitment Letter, regardless of whether the Definitive Note Documents have been executed and delivered or the Transactions consummated, and (ii) Sections 4 and to and including 11 hereof shall survive execution and delivery of the Definitive Note Documents and the consummation of the Transactions.

13. Acceptance, Expiration and Termination. Please indicate your acceptance of the terms of the Commitment Letter by returning to us executed counterparts of the Commitment Letter not later than 6:00 a.m., New York City time, on November 9, 2018 (the “Deadline”). The Commitment Letter is conditioned upon your contemporaneous execution and delivery to us, and the contemporaneous receipt by us, of executed counterparts of the Commitment Letter on or prior to the Deadline. This Commitment Letter will expire at such time in the event that you have not returned such executed counterparts to us by such time. Thereafter, except with respect to any provision that expressly survives pursuant to Section 12, this Commitment Letter will terminate automatically on the earliest of (i) the date of termination of the Purchase Agreement, (ii) the acceptance by the Target or any of its affiliates (or any of their respective equityholders) of an offer for all or any substantial part of the capital stock or property and assets of the Acquired Business (or any parent company thereof) other than as part of the Transactions, (iii) the execution of the Securities Purchase Agreement, (iv) the failure to timely meet the Consent Solicitation Condition set forth on Exhibit A and (v) 5:00 p.m., New York City time, on the Termination Date (as defined in the Purchase Agreement on the date hereof). As provided in Exhibit B, interest on the Convertible Senior Secured Notes that are issued on the Closing Date will accrue from the date of this Commitment Letter. If this Commitment Letter is terminated other than as a result of the execution of the Securities Purchase Agreement, or if the Securities Purchase Agreement is executed but is subsequently terminated without the Convertible Senior Secured Notes being issued, the Parent agrees to pay each Investor interest on the “Commitment Principal Amount of Convertible Senior Secured Notes” with respect to such Investor as indicated on Schedule I at the interest rate applicable to the Convertible Senior Secured Notes, as indicated on Exhibit B, from and including the date of this Commitment Letter to but excluding the date of such termination, such interest payment to be paid on the date of such termination.

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We are pleased to have the opportunity to work with you in connection with this important financing.

[Signature Page to Convertible Notes Commitment Letter]

We are pleased to have the opportunity to work with you in connection with this important financing.

[Signature Page to Convertible Notes Commitment Letter]

We are pleased to have the opportunity to work with you in connection with this important financing.

[Signature Page to Convertible Notes Commitment Letter]

Accepted and agreed to as of the

date first above written:

[Signature Page to Convertible Notes Commitment Letter]

ANNEX A TO COMMITMENT LETTER

TRANSACTION SUMMARY: PROJECT EMERALD

Capitalized terms used but not defined in this Transaction Summary shall have the meanings set forth in the other Exhibits and Annexes to the Commitment Letter to which this Transaction Summary is attached (the “Commitment Letter”). In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Transaction Summary shall be determined by reference to the context in which it is used.

Bristow Group Inc. (the “Parent”) and its newly formed wholly owned bankruptcy remote domestic subsidiary Bear Acquisition I, LLC, a Delaware limited liability company (“Merger Sub 1”), (which will be designated substantially simultaneously with its formation as an “unrestricted subsidiary” under the documents governing the Parent’s applicable outstanding indebtedness and which shall have been created as a bankruptcy remote subsidiary) have entered into a Stock Purchase Agreement (the “Purchase Agreement”) to acquire (the “Acquisition”) all of the issued and outstanding capital stock of Columbia Helicopters, Inc., an Oregon corporation (the “Target”), from the existing shareholders of the Target (collectively, the “Sellers”) and to refinance (together with any applicable prepayment premium or fee, with the commitments thereunder being terminated, and all guarantees, liens and security interests in respect thereof being released) all of the indebtedness of the Acquired Business (the “Existing Debt”). In connection therewith, it is intended that:

(a) Prior to the Closing Date, Merger Sub 1 will issue and sell senior secured notes (the “Notes”) in a Rule 144A or other private placement in an amount equal to the amount of the Bridge Loan Facility described in the Summary of Terms of the Bridge Loan Facility attached as Exhibit A to the commitment letter relating thereto entered into on the date of the Purchase Agreement or in such lesser amount as Merger Sub 1 shall determine in its sole discretion prior to the launch of the syndication of the Bridge Loan Facility; to the extent that less than the full amount of the Notes are obtained on or prior to the Closing Date, Merger Sub 1 (including its successor) will borrow up to the difference in Bridge Loans (as defined in the commitment letter relating to the Bridge Loan Facility). Prior to or contemporaneously with any sale and issuance of Notes, the Parent shall have made a cash capital contribution to Merger Sub 1 (the “Accrued Interest Escrow”) at least equal to interest that would accrue on the Notes from the date of issuance to the last possible date of the Acquisition (the “Deadline”); such amount, together with the proceeds of the Notes, shall be deposited in an escrow (such funds, the “Escrowed Funds”). If the Acquisition occurs on or before the Deadline, the Escrowed Funds shall be released to Merger Sub 1 (including its successor); the Notes will be subject to mandatory redemption (funded by the Escrowed Funds) if the Acquisition has not occurred by the Deadline.

(b) On the Closing Date, the Parent will issue and sell up to $150,000,000 of Convertible Senior Secured Notes, and the Parent will use (1) cash approximately in the amount of $25,000,000 less the Accrued Interest Escrow and (2) the proceeds of the Convertible Notes to capitalize Bear Acquisition II, Inc., a Delaware corporation (including its successors, “Merger Sub 2”), another newly formed wholly owned bankruptcy remote domestic subsidiary of the Parent which will be designated substantially simultaneously with its formation as an “unrestricted subsidiary” under the documents governing the Parent’s applicable outstanding indebtedness and which shall have been created as a bankruptcy remote subsidiary; such capitalization will consist of Merger Sub 2 capital stock and Merger Sub 2 warrants, with the warrants exercisable in the event of the Parent’s bankruptcy. The Convertible Senior Secured Notes will be convertible into the Parent’s common stock and will be secured by a pledge (the “Pledge”) of all of the Merger Sub 2 capital stock and any proceeds, products, substitutions or replacements thereof (the “Collateral”). The Parent will issue Parent common stock with a value (as determined in accordance with the Purchase Agreement) of approximately $67,000,000 to the Sellers as part of the consideration for the Target stock, with the result that such Target stock will be in the name of Merger Sub 2.

(c) Certain employees of the Target will be entitled to phantom awards from the Target as a result of the change of control effected by the Acquisition. Merger Sub 1 has agreed to cause the Parent to pay and discharge all of such awards; certain of such employees has agreed to use a portion of such employees’ award to purchase approximately $10,000,000 of Parent common stock (valued as per the Purchase Agreement).

(d) On the Closing Date:

The issuance of the Notes and/or the borrowing of the Bridge Loans is referred to as the “Debt Financing”, the issuance of the Convertible Senior Secured Notes is referred to as the “Convertible Note Financing” and the contributions by the Parent to or on behalf of Merger Sub 1 and Merger Sub 2 (with all such contributions to be in the form of common equity) in the aggregate amount (inclusive of cash and non-cash contributions, and including the transactions described in clauses (c) and (d) above) of at least $250,000,000 are referred to collectively as the “Equity Contribution.” The Debt Financing and the Equity Contribution, together with the Acquisition, the merger of Merger Sub 1 into Merger Sub 2, the merger of Merger Sub 2 into the Target, the Refinancing and the payment of the Transactions Costs, are collectively referred to as the “Transactions.”

EXHIBIT A TO COMMITMENT LETTER

CLOSING CONDITIONS

Capitalized terms used but not defined in this Exhibit A have the meanings assigned to them elsewhere in this Commitment Letter. The Commitment of each Investor to purchase Convertible Senior Secured Notes on the Closing Date is conditioned only upon satisfaction of the conditions precedent contained in Section 2 of this Commitment Letter and those conditions below. For purposes of this Exhibit A, references to “we”, “us” or “our” means each of the Investors and their respective affiliates.

GENERAL CONDITIONS TO COMMITMENTS OF INVESTORS

1. Transactions. The Transactions (including the Acquisition) shall have been consummated or will be consummated substantially concurrently with or immediately following the purchase and sale of the Convertible Senior Secured Notes. The Acquisition shall be consummated pursuant to the terms set forth in the Purchase Agreement in the form as of the date of the Commitment Letter.

2. Securities Purchase Agreement. The parties shall have entered into a mutually agreeable Securities Purchase Agreement no later than the last VWAP Trading Day (as defined in Exhibit B) of the Initial Measurement Period (as defined in Exhibit B).

3. DTC. The Convertible Senior Secured Notes shall be delivered to Investors in book-entry form through the facilities of The Depositary Trust Company.

4. Customary Closing Documents. The following documents required to be delivered under the Definitive Note Documents shall have been delivered: customary legal opinions, customary corporate records (including evidence that the maximum number of shares of the Parent’s common stock and shares of the Target’s common stock issuable upon conversion of the Convertible Senior Secured Notes and exercise of the warrants have been reserved), and good standing certificates, customary closing date officers’ certificates as to the accuracy in all material respects of the Specified Representations and any documents necessary to perfect the first-priority security interest in the Collateral (including evidence of any required payments for filing fees, taxes and other amounts payable in connection with such perfection).

5. Consent Solicitation. The indenture relating to Parent’s 8.75% Senior Secured Notes Due 2023 shall have been amended to exclude from the definition of Excluded Assets therein any proceeds, products, substitutions or replacements of the Collateral set forth on Exhibit B (the “Consent Solicitation Condition”).

6. No Impediments. No temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any governmental authority and no law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting the consummation of the transactions contemplated by the Definitive Note Documents and there shall not be pending any suit, action or proceeding by any governmental authority seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by the Definitive Note Documents.

Exhibit A-1

EXHIBIT B

TO COMMITMENT LETTER

CONVERTIBLE SENIOR SECURED NOTES TERM SHEET

Exhibit B-1

Project Emerald

$150.0 million of Convertible Senior Secured Notes

Summary of Principal Terms and Conditions

Exhibit B-2

Exhibit B-3

Exhibit B-4

Exhibit B-5

Exhibit B-6

Exhibit B-7

Exhibit B-8

Exhibit B-9

Exhibit B-10

Exhibit B-11

Exhibit B-12

Exhibit B-13

Exhibit B-14

Exhibit B-15

Exhibit B-16

Exhibit B-17

Exhibit B-18

Exhibit B-19

Exhibit B-20