Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 2.03 below is incorporated by reference into this item 1.02.

Item 2.03. Creation of a Direct Financial Obligation.

U.S. Borrower Term Loan

As previously disclosed, on January 10, 2023, (i) Bristow U.S. Leasing LLC (the "U.S. Borrower"), a subsidiary of Bristow Group Inc. (the "Company"), entered into a Facility Agreement (the "U.S. Facility Agreement") among the U.S. Borrower, as borrower, the lenders from time to time party thereto and National Westminster Bank Plc, as arranger, agent and as security agent, pursuant to which the lenders provided commitments to make a senior secured term loan in the amount of up to pound sterling ("GBP") 70,000,000, to be provided in two tranches of up to GBP 40,000,000 and GBP 30,000,000 (the "U.S. Borrower Term Loan").

On January 27, 2023 the Utilisation Date (as defined in the U.S. Facility Agreement) occurred under the U.S. Facility Agreement, and the U.S. Borrower borrowed the full GBP 70,000,000 available thereunder.

In connection with the borrowing under the U.S. Facility Agreement, the term loan credit facility dated November 11, 2017, entered into by the U.S. Borrower with Lombard North Central Plc (the "Prior U.S. Facility Agreement") was repaid and terminated in full. The Prior U.S. Facility Agreement had established a term loan credit facility of $109,890,000. All collateral and security interests related to the Prior U.S. Facility Agreement have or will be released and terminated in full.

The foregoing description of the U.S. Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the U.S. Facility Agreement, a copy of which was filed as Exhibit 10.1 to the Company Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 13, 2023, and is incorporated herein by reference.

U.K. Borrower Term Loan

As previously disclosed, on January 10, 2023, (i) Bristow Aircraft Leasing Limited (the "U.K. Borrower"), a subsidiary of the Company, entered into a Facility Agreement (the "U.K. Facility Agreement") among the U.K. Borrower, as borrower, the lenders from time to time party thereto and National Westminster Bank Plc, as arranger, agent and as security agent, pursuant to which the lenders provided commitments to make a senior secured term loan in the amount of up to GBP 75,000,000, to be provided in a single tranche (the "U.K. Borrower Term Loan").

On January 27, 2023 the Utilisation Date (as defined in the U.K. Facility Agreement) occurred under the U.K. Facility Agreement, and the U.K. Borrower borrowed an amount equal to GBP 67,688,418 and no commitments remain outstanding under the U.K. Facility Agreement.

In connection with the borrowing under the U.K. Facility Agreement, the term loan credit facility dated November 11, 2017, entered into by the U.K. Borrower with Lombard North Central Plc (the "Prior U.K. Facility Agreement") was repaid and terminated in full. The Prior U.K. Facility Agreement had established a term loan credit facility of $90,110,000. All collateral and security interests related to the Prior U.K. Facility Agreement have or will be released and terminated in full.

The foregoing description of the U.K. Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the U.K. Facility Agreement, a copy of which was filed as Exhibit 10.2 to the Company Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 13, 2023, and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit No.                                  Description

10.1*               Facility Agreement, dated as of January 10, 2023, among the
                  U.S. Borrower, the banks and financial institutions party thereto
                  and National Westminster Bank Plc (incorporated by reference to
                  Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed
                  on January 13, 2023)

10.2*               Facility Agreement, dated as of January 10, 2023, among the
                  U.K. Borrower, the banks and financial institutions party thereto
                  and National Westminster Bank Plc (incorporated by reference to
                  Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed
                  on January 13, 2023)

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).

* Certain schedules and similar attachments have been omitted. The Company agrees

to furnish a supplemental copy of any omitted schedule or attachment to the

Securities and Exchange Commission upon request.

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