ex4w2-110507.htm


    
      

      

    

     

    EXHIBIT
      4.2


    SUPPLEMENTAL
      INDENTURE

     

    This
      SUPPLEMENTAL INDENTURE, dated as of November 2, 2007 is among Bristow Group
      Inc., a Delaware corporation (the “Company”), each of the parties
      identified as Guarantors on the signature page hereto (the “Guarantors”),
      and U.S. Bank National Association, as Trustee.

     

     

    RECITALS

     

    WHEREAS,
      the Company, the initial Guarantors under the Indenture, and the Trustee entered
      into that certain Indenture, dated as of June 20, 2003 (as supplemented
      from time to time, the “Indenture”), pursuant to which the Company has
      issued $230,000,000 in principal amount of 6 1/8% Senior Notes due 2013 (the
      “Notes”); and

     

    WHEREAS,
      Section 10.01 of the Indenture requires that each Guarantor thereunder
      guaranty, on a senior unsecured basis, the prompt payment of the principal
      of
      and premium, interest and Additional Interest, if any, on the Notes, and all
      other payment Obligations of the Company to the Holders or the Trustee pursuant
      to the Indenture and the Notes;

     

    WHEREAS,
      Section 9.01(g) of the Indenture provides that the Company, the
      Guarantors and the Trustee may amend or supplement the Indenture in order to
      release any Guarantor from its Subsidiary Guarantee in accordance with
Article X thereof, without the consent of any of the Holders of the
      Notes;

     

    WHEREAS,
      the Company has entered into that certain Stock Purchase Agreement dated October
      31, 2007 with Production Services Network Ltd. (“PSN”) pursuant to which
      all of the Capital Stock of Grasso Corporation, a Delaware corporation and
      a
      Guarantor under the Indenture (“Grasso Corporation”), shall be sold by
      the Company to PSN or its designee, which sale shall constitute an Asset Sale
      under the Indenture (the “Transaction”);

     

    WHEREAS,
      Grasso Production Management, Inc., a Texas corporation (“GPM”), and
      Medic Systems, Inc., a Delaware corporation (“Medic Systems”), are direct
      or indirect wholly owned subsidiaries of Grasso Corporation;

     

    WHEREAS,
      in connection with the Transaction, the Company and the Guarantors desire that
      the Subsidiary Guarantees of each of Grasso Corporation, GPM, and Medic Systems
      be released and terminated, and that such entities be released of any and all
      obligations under the Indenture; and

     

    WHEREAS,
      all acts and things prescribed by the Indenture, by law and by the Certificate
      of Incorporation and the Bylaws (or comparable constituent documents) of the
      Company, of the Guarantors and of the Trustee necessary to make this
      Supplemental Indenture a valid instrument legally binding on the Company, the
      Guarantors and the Trustee, in accordance with its terms, have been duly done
      and performed;

     

    NOW,
      THEREFORE, to comply with the provisions of the Indenture and in consideration
      of the above premises, the Company, the Guarantors and the Trustee covenant
      and
      agree for the equal and proportionate benefit of the respective Holders of
      the
      Notes as follows:

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    ARTICLE
      1

     

    Section
      1.01  This
      Supplemental Indenture is supplemental to the Indenture and does and shall
      be
      deemed to form a part of, and shall be construed in connection with and as
      part
      of, the Indenture for any and all purposes.

     

    Section
      1.02  This
      Supplemental Indenture shall become effective immediately upon the consummation
      of the Transaction (the “Effective Time”).

     

    ARTICLE
      2

     

    Section
      2.01  From
      the
      Effective Time, in accordance with Section 10.04 of the Indenture and by
      executing this Supplemental Indenture, the Subsidiary Guarantees of each of
      Grasso Corporation, GPM, and Medic Systems are hereby absolutely, irrevocably,
      and unconditionally released and terminated in full, and Grasso Corporation,
      GPM, and Medic Systems (a) are hereby released and relieved of any obligations
      under their respective Subsidiary Guarantees and are absolutely, irrevocably,
      and unconditionally released and discharged from and in respect of any and
      all
      further or additional obligations, and any and all claims, causes of action,
      liabilities and obligations of any nature whatsoever, inchoate or mature, known
      or unknown, whether or not asserted heretofore, arising under or related to
      their respective Subsidiary Guarantees and the Indenture, and (b) shall no
      longer be Guarantors for any purpose under the Indenture or the
      Notes.

     

    Section
      2.02  The
      Company hereby agrees to timely and completely comply with each of the
      requirements set forth in the Indenture (including, without limitation,
Section 4.10 thereunder) with respect to, and as may be required to
      effectuate, the Transaction and the release of the Subsidiary Guarantees of
      Grasso Corporation, GPM, and Medic Systems as provided herein.

     

    ARTICLE
      3

     

    Section
      3.01  Except
      as
      specifically modified herein, the Indenture and the Notes are in all respects
      ratified and confirmed (mutatis mutandis) and shall remain in full force and
      effect in accordance with their terms with all capitalized terms used herein
      without definition having the same respective meanings ascribed to them as
      in
      the Indenture.

     

    Section
      3.02  Except
      as
      otherwise expressly provided herein, no duties, responsibilities or liabilities
      are assumed, or shall be construed to be assumed, by the Trustee by reason
      of
      this Supplemental Indenture.  This Supplemental Indenture is executed
      and accepted by the Trustee subject to all the terms and conditions set forth
      in
      the Indenture with the same force and effect as if those terms and conditions
      were repeated at length herein and made applicable to the Trustee with respect
      hereto.

     

    Section
      3.03  THIS
      SUPPLEMENTAL INDENTURE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
      SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW (WITHOUT GIVING
      EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF NEW
      YORK.

    
      
         

      

      
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    Section
      3.04  This
      Supplemental Indenture may be executed in one or more counterparts, each of
      which shall constitute an original, but all of which taken together shall
      constitute a single contract.  Delivery of an executed counterpart of
      a signature page to this Supplemental Indenture by facsimile shall be effective
      as delivery of a manually executed counterpart of this Supplemental
      Indenture.

     

    Section
      3.05  Capitalized
      terms used in this Supplemental Indenture that are not otherwise defined herein
      shall have the meanings set forth in the Indenture.

     

    Section
      3.06 The Trustee shall not be responsible in any manner whatsoever for or in
      respect of the validity or sufficiency of this supplemental indenture or for
      or
      in respect of the recitals contained herein, all of which are made solely by
      the
      Company and the Guarantors.

     

    [Signature
      Page Follows]

     

    


     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
      to
      be duly executed, all as of the date first written above.

     

    BRISTOW
      GROUP INC.

    


    


    


    By:           /S/
      Perry L.
      Elders                                                      

    Name:
      Perry L. Elders

    Title:   EVP
      and
      CFO

    


    


    AIR
      LOGISTICS, LLC

    as
      Guarantor

    


    


    By:           /S/
      Randall A.
      Stafford                                                      

    Name:
      Randall A. Stafford

    Title:   Manager

    


    


    AIRLOG
      INTERNATIONAL, LTD.

    AIR
      LOGISTICS OF ALASKA, INC.

    GRASSO
      CORPORATION

    GRASSO
      PRODUCTION MANAGEMENT, INC.

    MEDIC
      SYSTEMS, INC.

    as
      Guarantors

    


    


    By:           /S/
      Joseph A.
      Baj                                                      

    Name:
      Joseph A. Baj

    Title:   Vice
      President

    


    


    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Trustee

    


    


    By:           /S/
      Susan C.
      Merker                                                      

    Name:
      Susan C. Merker

    Title:   Vice
      President

    



    
      
         

      

      
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