COMMON STOCK PURCHASE AGREEMENT

Exhibit 10.1

Execution Version

BRISTOW GROUP INC.

COMMON STOCK PURCHASE AGREEMENT

June 11, 2008

TABLE OF CONTENTS

		Page
COMMON STOCK PURCHASE AGREEMENT			1
SECTION 1. AUTHORIZATION AND SALE OF SHARES			1
1.1 Authorization			1
1.2 Sale of the Shares			1
SECTION 2. CLOSING DATE; DELIVERY			1
2.1 Closing			1
2.2 Delivery			1
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY			1
3.1 Organization and Standing; Subsidiaries; Charter and Bylaws			1
3.2 Capitalization			2
3.3 Authorization			2
3.4 Valid Offering			2
3.5 SEC Reports			3
3.6 No Conflicts			3
3.7 Governmental Consent, New York Stock Exchange, etc.			4
3.8 Litigation			4
3.9 Brokers or Finders			4
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER			4
4.1 Experience; Accredited Investor			4
4.2 Investment			4
4.3 Access to Data			5
4.4 Authorization			5
4.5 Address			6
4.6 Litigation, etc.			6
4.7 Governmental Consent, etc.			6
4.8 Brokers or Finders			6
SECTION 5. CONDITIONS TO CLOSING BY THE PURCHASER			6
5.1 Representations and Warranties Correct			6
5.2 Covenants			6
5.3 No Legal Order Pending			7
5.4 No Law Prohibiting or Restricting Such Sale			7
5.5 Compliance Certificate			7
5.6 Proceedings and Documents; Legal Matters			7
5.7 Good Standing Certificate			7
5.8 Secretary’s Certificate			7
5.9 Legal Opinion			7
5.10 HSR Act			7
5.11 Public Offering			7

		Page
SECTION 6. CONDITIONS TO CLOSING BY THE COMPANY			7
6.1 Representations			8
6.2 Covenants			8
6.3 No Legal Order Pending			8
6.4 No Law Prohibiting or Restricting Such Sale			8
6.5 HSR Act			8
SECTION 7. RESTRICTIONS ON TRANSFERABILITY OF SHARES; COMPLIANCE WITH SECURITIES ACT			8
7.1 Restrictions on Transferability			8
7.2 Restrictive Legend			9
SECTION 8. COVENANTS			9
8.1 Fulfillment of Closing Conditions			9
8.2 Confidentiality			9
8.3 Publicity			10
8.4 Indemnification			10
8.5 NYSE Listing			11
SECTION 9. MISCELLANEOUS			11
9.1 Governing Law			11
9.2 Survival			11
9.3 Successors and Assigns			12
9.4 Entire Agreement; Amendment			12
9.5 Costs and Expenses			12
9.6 Notices, etc.			12
9.7 Delays or Omissions			12
9.8 Severability			13
9.9 Titles and Subtitles			13
9.10 Counterparts			13
9.11 Construction			13
9.12 Definitions			13
9.13 Facsimile Signatures			13
EXHIBITS
A            Purchaser Address Schedule
B            Investor Questionnaire
C            Form of Opinion

COMMON STOCK PURCHASE AGREEMENT

     This Agreement is entered into effective as of June 11, 2008 by and among BRISTOW GROUP INC., a Delaware corporation (the “Company”), and Caledonia Investments plc (“Purchaser”).

SECTION 1.
AUTHORIZATION AND SALE OF SHARES

           1.1 Authorization . The Company has authorized the sale and issuance of 281,900 shares of its common stock, par value $0.01 per share (the “Common Stock”), at the Closing (as hereinafter defined).

           1.2 Sale of the Shares . Subject to the terms and conditions hereof, the Purchaser will buy from the Company, and the Company will issue and sell to Purchaser, 281,900 shares of Common Stock (the “Shares”) at a purchase price of $46.87 per share.

SECTION 2.
CLOSING DATE; DELIVERY

           2.1 Closing . The closing of the purchase and sale of the Shares hereunder will be held at the offices of Baker Botts L.L.P., 910 Louisiana, Houston Texas, on the first business day immediately following the day on which all of the conditions set forth in Sections 5 and 6 are satisfied (the “Closing”), or at such other time and place upon which the Company and Purchaser mutually agree upon orally or in writing (the date of the Closing is hereinafter referred to as the “Closing Date”).

           2.2 Delivery . At the Closing, the Company will deliver to Purchaser a certificate or certificates, registered in Purchaser’s name representing the Shares, against payment of the purchase price therefor, by wire transfer to the Company in accordance with its instructions.

SECTION 3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to Purchaser both as of the date hereof and again as of the Closing as follows:

           3.1 Organization and Standing; Subsidiaries; Charter and Bylaws . The Company and each of its Subsidiaries (as hereinafter defined) is a corporation, partnership or limited liability company duly organized, existing and in good standing under the laws of the jurisdiction of its incorporation or organization. The Company and each of its Subsidiaries has all requisite corporate, partnership or limited liability company power and authority to own and operate their respective properties and assets, and to carry on their business as presently conducted. The Company and each of its Subsidiaries currently is qualified to do business in each jurisdiction, except where the failure to be so qualified has not had and would not

reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, liabilities, financial condition, operating results or business of the Company and its Subsidiaries, taken as a whole (a “Material Adverse Effect”). The Company has made available to Purchaser a true, correct and complete copy of the Company’s Certificate of Incorporation, as in full force and effect on the date hereof (the “Charter”), and a true, correct and complete copy of the Company’s Bylaws as in full force and effect on the date hereof (the “Bylaws”).

           3.2 Capitalization . The authorized capital stock of the Company consists of 90,000,000 shares designated as Common Stock and 8,000,000 shares designated as preferred stock, par value $.01 per share (“Preferred Stock”), of which 1,000,000 shares are designated as Series A Junior Participating Preferred Stock, par value $0.01 per share (“Series A Junior Preferred Stock”), and of which 4,600,000 shares are designated as 5.50% Mandatory Convertible Preferred Stock, par value $0.01 per share (“Mandatory Convertible Preferred Stock”). As of March 31, 2008, there were 23,923,685 shares of Common Stock outstanding, 4,600,000 shares of Mandatory Convertible Preferred Stock outstanding and no shares of Series A Junior Preferred Stock outstanding. The Company also intends to issue additional shares of Common Stock in the public offering described in Section 5.11. The outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable. Each outstanding share of Common Stock carries a stock purchase right issued pursuant to the provisions of the Company’s Rights Agreement as amended to date. Except as described in this Agreement or the SEC Reports (defined below), there are no other options, warrants, conversion privileges or other contractual rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities.

           3.3 Authorization . The Company has all requisite corporate power and authority to execute and deliver this Agreement, to sell and issue the Shares hereunder and to carry out and perform its obligations under the terms of this Agreement. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company, the authorization, sale, issuance and delivery of the Shares and the performance of all of the Company’s obligations hereunder has been taken or will have been taken prior to the Closing. The issuance of the Shares does not require approval of the Company’s stockholders pursuant to the New York Stock Exchange Rules currently in effect. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon issuance in accordance with the provisions of this Agreement, the Shares will be validly issued, fully paid and nonassessable. The issuance and sale of the Shares contemplated hereby will not give rise to any preemptive rights or rights of first refusal on behalf of any person.

           3.4 Valid Offering . Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 hereof, the offer, sale and issuance of the Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will be registered or qualified (or are exempt from

registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

           3.5 SEC Reports . The Company has previously made available to Purchaser true and complete copies of its (i) Annual Report on Form 10-K for its fiscal year ended March 31, 2008, (ii) Current Report on Form 8-K dated June 6, 2008, (iii) the Registration Statement on Form S-3 dated June 9, 2008, and (iv) any other reports or registration statements filed by the Company with the Securities and Exchange Commission (the “Commission”) since March 31, 2008, except for preliminary material, which are all the documents that the Company was required to file since that date (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports complied as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder applicable to such SEC Reports. As of their respective dates, the SEC Reports, when read together with previously filed SEC Reports, did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, except as updated, corrected or superseded by subsequently filed SEC Reports. Except as may be indicated therein or in the notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company as of the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company for the period indicated. Since March 31, 2008, there has been no change in the assets, liabilities, financial condition, operating results or business of the Company and its Subsidiaries, taken as a whole, from that reflected in the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC Reports, except as set forth in the SEC Reports and except for changes that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

           3.6 No Conflicts . The execution, delivery and performance of this Agreement, including the issuance of the Shares, have not resulted and will not (i) result in any violation of or conflict with, or constitute a default under, the Company’s Charter or Bylaws, (ii) result in any violation of or conflict with, or constitute a material default under, any mortgage, indebtedness, lease, indenture, contract, agreement, license, instrument, judgment, order, decree, statute, law, ordinance, rule or regulation to which the Company or any of its Subsidiaries is party or otherwise subject to (subject to any notices of sale required to be filed with the Commission under Regulation D of the Securities Act, required filings under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or such post-closing filings as may be required under applicable state securities laws, which will be timely filed within the applicable periods therefor), or (iii) result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries, except in the case of clauses (ii) or (iii) as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

           3.7 Governmental Consent, New York Stock Exchange, etc. No consent, approval or authorization of or designation, declaration or filing with any governmental authority or the New York Stock Exchange (“NYSE”) on the part of the Company is required in connection with the execution, delivery and performance of this Agreement, except any notices of sale required to be filed with the Commission under Regulation D of the Securities Act, required filings under the HSR Act, required notice under NYSE rules, or such post-closing filings as may be required under applicable state securities laws, which will be timely filed within the applicable periods therefor.

           3.8 Litigation . There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened against the Company or any Subsidiary of the Company that questions the validity of this Agreement or the right of the Company to enter into such agreement, or to consummate the transactions contemplated hereby, or that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or that would reasonably be expected to materially adversely affect the Company’s ability to consummate the transaction contemplated hereby.

           3.9 Brokers or Finders . The Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar charge in connection with this Agreement.

SECTION 4.
REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser represents and warrants to the Company both as of the date hereof and again as of the Closing as follows:

           4.1 Experience; Accredited Investor . Purchaser is a sophisticated investor and has experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that Purchaser is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Further, Purchaser recognizes that an investment in the Company is highly speculative and involves significant risks (including those identified in the SEC Reports) including a complete loss of such investment. In addition, Purchaser is a “qualified institutional buyer” as such term is defined in Rule 144A under the Securities Act and an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has accurately completed the questionnaire attached hereto as Exhibit B. Purchaser (i) has no need for liquidity in the investment in the Shares, (ii) is able to bear the substantial economic risk of an investment in the Shares for an indefinite period and (iii) could afford the complete loss of Purchaser’s investment in the Shares. Purchaser became interested in the private placement of the Shares through its pre-existing relationship with the Company and not through a general solicitation, the filing of the Registration Statement on Form S-3 dated June 9, 2008 or any use thereof.

           4.2 Investment . Purchaser is acquiring the Shares for investment for Purchaser’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Purchaser has not offered or sold any portion of the

Shares to be acquired by it and has no present intention of reselling or otherwise disposing of any portion of such Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance. Purchaser understands that the Shares to be purchased have not been, and will not be, registered under the Securities Act or qualified under applicable blue sky or other state securities laws by reason of specific exemptions from the registration provisions of the Securities Act and the qualification provisions of applicable blue sky and other state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein. Purchaser understands that no Federal or state agency has passed upon the Shares or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the Shares. Purchaser acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. In acquiring the Shares, Purchaser is acting on Purchaser’s own behalf and is not acting together with any other person or entity for the purpose of acquiring, holding, voting or disposing of the Shares within the meaning of Section 13(d) of the Exchange Act. If Purchaser is not a natural person, it was not formed solely for purposes of making this investment. Except for Jonathan H. Cartwright and Peter N. Buckley, who currently serve on the Company’s Board of Directors, Purchaser is not, and has not been within the 90 days prior to the Closing Date, an officer, director, employee, agent or affiliate of the Company. Unless Purchaser has otherwise notified the Company in writing, Purchaser is not a broker or dealer of Shares and prior to the Closing Date, Purchaser has been and is the beneficial owner of greater than 5% of the Common Stock. Purchaser has not prior to the date hereof directly or indirectly, through related parties, affiliates or otherwise (a) sold “short” or “short against the box” (as those terms are generally understood) any equity security of the Company; or (b) otherwise engaged in any transaction which involves hedging of its position in, or reducing of its economic exposure to, the Common Stock of the Company.

           4.3 Access to Data . Purchaser has read carefully and understands this Agreement and has consulted with Purchaser’s own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for Purchaser. Purchaser has received a copy of the SEC Reports. Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with its management and has had the opportunity to review the Company’s facilities. Purchaser also has had opportunity to ask questions of officers of the Company. Purchaser’s taking advantage of any such opportunity however, does not limit or modify the representations and warranties of the Company in Section 3 hereof or the right of Purchaser to rely thereon. Purchaser has relied solely upon the information provided by the Company in the SEC Reports and this Agreement in making the decision to invest in the Shares.

           4.4 Authorization . Purchaser has all requisite power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. All corporate action on the part of Purchaser, Purchaser’s directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement by Purchaser, the purchase of the Shares and the performance of all of Purchaser’s obligations

hereunder has been taken or will be taken prior to the Closing. This Agreement constitutes the valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as such enforcement is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

           4.5 Address . The address set forth opposite Purchaser’s name on the Purchaser Address Schedule attached hereto as Exhibit A is true and correct, such address is Purchaser’s resident or principal place of business, and Purchaser has no present intention of changing such residence or principal place of business to any other state or jurisdiction.

           4.6 Litigation, etc. There is no action, suit, proceeding or investigation pending or, to Purchaser’s knowledge, currently threatened against Purchaser that questions the validity of this Agreement or the right of Purchaser to enter into such agreement, or to consummate the transactions contemplated hereby, or that would reasonably be expected to materially adversely affect Purchaser’s ability to consummate the transaction contemplated hereby.

           4.7 Governmental Consent, etc. Except for Purchaser’s application filing under the HSR Act and statements of beneficial ownership that may need to be filed with the Commission, no consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of Purchaser is required in connection with the executio