ex4w2-080207.htm


    EXHIBIT
      4.2

    

      


       

      $300,000,000

      


      BRISTOW
        GROUP INC.

      


      7
        1⁄2% SENIOR NOTES DUE 2017

      


      


      REGISTRATION
        RIGHTS AGREEMENT

      


      


      June
        13, 2007

      


      Goldman,
        Sachs & Co.

      Credit
        Suisse Securities (USA) LLC

      Banc
        of
        America Securities LLC

      J.P.
        Morgan Securities Inc.

      Suntrust
        Robinson Humphrey

      Wells
        Fargo Securities, LLC

      


      c/o
        Goldman, Sachs & Co.

            85
        Broad Street

            New
        York, New York 10004

      


      Dear
        Sirs:

      


      Bristow
        Group Inc., a Delaware
        corporation (the “Issuer”), proposes to issue and sell to you (collectively, the
“Initial Purchasers”), upon the terms set forth in a purchase agreement, dated
        June 7, 2007 (the “Purchase Agreement”), $300,000,000 aggregate principal amount
        of its 7 1/2% Senior Notes due 2017 (the “Initial Securities”) to be
        unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s
        subsidiaries who are signatories hereto as guarantors (the “Guarantors” and
        together with the Issuer, the “Company”).  The Initial Securities will
        be issued pursuant to an Indenture, dated as of June 13, 2007 (the “Indenture”)
        among the Issuer, the Guarantors named therein and U.S. Bank N.A. (the
“Trustee”).  As an inducement to the Initial Purchasers, the Company
        agrees with the Initial Purchasers, for the benefit of holders of the Initial
        Securities (including, without limitation, the Initial Purchasers), the Exchange
        Securities (as defined below) and the Private Exchange Securities (as defined
        below) (collectively the “Holders”), as follows:

      


      1.  Registered
        Exchange
        Offer.  The Company shall, at its own cost, prepare and, not
        later than 360 days after (or if the 360th day is
        not a
        business day, the first business day thereafter) the date of original issue
        of
        the Initial Securities (the “Issue Date”), file with the Securities and Exchange
        Commission (the “Commission”) a registration statement (the “Exchange Offer
        Registration Statement”) on an appropriate form under the Securities Act of
        1933, as amended (the “Securities Act”), with respect to a proposed offer (the
“Registered Exchange Offer”) to the Holders of Transfer Restricted Securities
        (as defined in Section 6 hereof), who are not prohibited by any law or
        policy of the Commission from participating in the Registered Exchange Offer,
        to
        issue and deliver to such Holders, in exchange for the Initial Securities,
        a
        like aggregate principal amount of debt securities (the “Exchange Securities”)
        of the Company issued under the Indenture and identical in all material respects
        to the Initial Securities (except for the transfer restrictions relating
        to the
        Initial Securities and the provisions relating to the matters described in
        Section 6 hereof) that would be registered under the Securities
        Act.  The Company shall use its reasonable best efforts to cause such
        Exchange Offer Registration Statement to become effective under the Securities
        Act within 360 days (or if the 360th day is
        not a
        business day, the first business day thereafter) after the Issue Date of
        the
        Initial Securities and shall keep the Exchange Offer Registration Statement
        effective for not less than 20 business days (or longer, if required by
        applicable law) after the date notice of the Registered Exchange Offer is
        mailed
        to the Holders (such period being called the “Exchange Offer Registration
        Period”).  Notwithstanding the foregoing, the Company shall not be
        required to file the Exchange Offer Registration Statement or engage in the
        Registered Exchange Offer if there are no outstanding Transfer Restricted
        Securities (as defined in Section 6 hereof) on the 360th day after
        the
        Issue Day, provided that Company has either (a) (1)  acquired
        an unrestricted CUSIP number for the Securities; (2) executed a new
        unrestricted global note for the Securities and caused to be delivered all
        certificates, instruction letters and opinions required under the Indenture
        in
        connection therewith; and (3) instructed The Depository Trust Company to
        convert the Transfer Restricted Securities to freely tradable Securities
        with
        the above unrestricted CUSIP number and unrestricted global note, or (b)
        taken
        such other actions as are required in its reasonable judgment so that the
        Initial Securities are freely transferable by non-affiliates in the same
        manner
        as Exchange Securities, including through the facilities of The Depository
        Trust
        Corporation.

      


      If
        the Company effects the Registered
        Exchange Offer, the Company will be entitled to close the Registered Exchange
        Offer 20 business days after the commencement thereof provided that the Company
        has accepted all the Initial Securities theretofore validly tendered and
        not
        withdrawn in accordance with the terms of the Registered Exchange
        Offer.

      


      Following
        the declaration of the
        effectiveness of the Exchange Offer Registration Statement, the Company shall
        promptly commence the Registered Exchange Offer, it being the objective of
        such
        Registered Exchange Offer to enable each Holder of Transfer Restricted
        Securities electing to exchange the Initial Securities for Exchange Securities
        (assuming that such Holder is not an affiliate of the Company within the
        meaning
        of the Securities Act, acquires the Exchange Securities in the ordinary course
        of such Holder’s business and has no arrangements with any person to participate
        in the distribution of the Exchange Securities and is not prohibited by any
        law
        or policy of the Commission from participating in the Registered Exchange
        Offer)
        to trade such Exchange Securities from and after their receipt without any
        limitations or restrictions under the Securities Act and without material
        restrictions under the securities laws of the several states of the United
        States; provided, however, that Exchanging Dealers (as defined below)
        will be required to deliver a prospectus in connection with resales of Exchange
        Securities.

      


      The
        Company acknowledges that, pursuant
        to current interpretations by the Commission’s staff of Section 5 of the
        Securities Act, in the absence of an applicable exemption therefrom, (i)
        each
        Holder that is a broker-dealer electing to exchange Securities acquired for
        its
        own account as a result of market making activities or other trading activities
        for Exchange Securities (an “Exchanging Dealer”) is required to deliver a
        prospectus containing the information set forth in (a) Annex A hereto on
        the
        cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the
“Purpose of the Exchange Offer” section, and (c) Annex C hereto in the
“Underwriting” section of such prospectus in connection with a sale of any such
        Exchange Securities received by such Exchanging Dealer pursuant to the
        Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
        Exchange Securities acquired in exchange for Initial Securities constituting
        any
        portion of an unsold allotment is required to deliver a prospectus containing
        the information required by Items 507 or 508 of Regulation S-K under the
        Securities Act, as applicable, in connection with such sale.

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      The
        Company shall use its reasonable
        best efforts to keep the Exchange Offer Registration Statement effective
        and to
        amend and supplement the prospectus contained therein, in order to permit
        such
        prospectus to be lawfully delivered by all persons subject to the prospectus
        delivery requirements of the Securities Act for such period of time as such
        persons must comply with such requirements in order to resell the Exchange
        Securities; provided, however, that (i) in the case where such prospectus
        and
        any amendment or supplement thereto must be delivered by an Exchanging Dealer
        or
        an Initial Purchaser, such period shall be the lesser of 180 days and the
        date
        on which all Exchanging Dealers and the Initial Purchasers have sold all
        Exchange Securities held by them (unless such period is extended pursuant
        to
        Section 3(j) below) and (ii) the Company shall make such prospectus and any
        amendment or supplement thereto available to any broker-dealer for use in
        connection with any resale of any Exchange Securities for a period of not
        less
        than 90 days after the consummation of the Registered Exchange
        Offer.

      


      If,
        upon consummation of the Registered
        Exchange Offer, any Initial Purchaser holds Initial Securities acquired by
        it as
        part of its initial distribution, the Company, simultaneously with the delivery
        of the Exchange Securities pursuant to the Registered Exchange Offer, shall
        issue and deliver to such Initial Purchaser upon the written request of such
        Initial Purchaser, in exchange (the “Private Exchange”) for the Initial
        Securities held by such Initial Purchaser, a like principal amount of debt
        securities of the Company issued under the Indenture and identical in all
        material respects (including the existence of restrictions on transfer under
        the
        Securities Act and the securities laws of the several states of the United
        States, but excluding provisions relating to the matters described in Section
        6
        hereof) to the Initial Securities (the “Private Exchange
        Securities”).  The Initial Securities, the Exchange Securities and the
        Private Exchange Securities are herein collectively called the
“Securities”.

      


      In
        connection with the Registered
        Exchange Offer, the Company shall:

      
        	 	 	 
	
                (a)

              	 	
                mail
                  to each Holder a copy of the prospectus forming part of the Exchange
                  Offer
                  Registration Statement, together with an appropriate letter of
                  transmittal
                  and related documents;

              
	 	 	 
	
                (b)

              	 	
                keep
                  the Registered Exchange Offer open for not less than 20 business
                  days (or
                  longer, if required by applicable law) after the date notice thereof
                  is
                  mailed to the Holders;

              
	 	 	 
	
                (c)

              	 	
                utilize
                  the services of a depositary for the Registered Exchange Offer,
                  which may
                  be the Trustee or an affiliate of the Trustee;

              
	 	 	 
	
                (d)

              	 	
                permit
                  Holders to withdraw tendered Securities at any time prior to the
                  close of
                  business, New York time, on the last business day on which the
                  Registered
                  Exchange Offer shall remain open; and

              
	 	 	 
	
                (e)

              	 	
                otherwise
                  comply with all applicable laws.

              


      

      


      As
        soon as practicable after the close
        of the Registered Exchange Offer or the Private Exchange, as the case may
        be,
        the Company shall:

      


      (x)  accept
        for exchange all
        the Securities validly tendered and not withdrawn pursuant to the Registered
        Exchange Offer and the Private Exchange; and

      


      (y)  deliver
        to the Trustee
        for cancellation all the Initial Securities so accepted for exchange;
        and

      


      (z)  cause
        the Trustee to
        authenticate and deliver promptly to each Holder of the Initial Securities,
        Exchange Securities or Private Exchange Securities, as the case may be, equal
        in
        principal amount to the Initial Securities of such Holder so accepted for
        exchange.

      


      


      The
        Indenture will provide that the
        Exchange Securities will not be subject to the transfer restrictions set
        forth
        in the Indenture and that all the Securities will vote and consent together
        on
        all matters as one class and that none of the Securities will have the right
        to
        vote or consent as a class separate from one another on any matter.

      


      Interest
        on each Exchange Security and
        Private Exchange Security issued pursuant to the Registered Exchange Offer
        and
        in the Private Exchange will accrue from the last interest payment date on
        which
        interest was paid on the Initial Securities surrendered in exchange therefor
        or,
        if no interest has been paid on the Initial Securities, from the date of
        original issue of the Initial Securities.

      


      Each
        Holder participating in the
        Registered Exchange Offer shall be required to represent to the Company that
        at
        the time of the consummation of the Registered Exchange Offer (i) any
        Exchange Securities received by such Holder will be acquired in the ordinary
        course of business, (ii) such Holder will have no arrangements or
        understanding with any person to participate in the distribution of the
        Securities or the Exchange Securities within the meaning of the Securities
        Act,
        (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the
        Securities Act, of the Company or if it is an affiliate, such Holder will
        comply
        with the registration and prospectus delivery requirements of the Securities
        Act
        to the extent applicable, (iv) if such Holder is not a broker-dealer, that
        it is not engaged in, and does not intend to engage in, the distribution
        of the
        Exchange Securities and (v) if such Holder is a broker-dealer, that it will
        receive Exchange Securities for its own account in exchange for Initial
        Securities that were acquired as a result of market-making activities or
        other
        trading activities, and that it will be required to acknowledge that it will
        deliver a prospectus in connection with any resale of such Exchange
        Securities.

      


      Notwithstanding
        any other provisions
        hereof, the Company will ensure that (i) any Exchange Offer Registration
        Statement and any amendment thereto and any prospectus forming part thereof
        and
        any supplement thereto complies in all material respects with the Securities
        Act
        and the rules and regulations thereunder, (ii) any Exchange Offer Registration
        Statement and any amendment thereto does not, when it becomes effective,
        contain
        an untrue statement of a material fact or omit to state a material fact required
        to be stated therein or necessary to make the statements therein not misleading
        and (iii) any prospectus forming part of any Exchange Offer Registration
        Statement, and any supplement to such prospectus, does not include an untrue
        statement of a material fact or omit to state a material fact required to
        be
        stated therein or necessary in order to make the statements therein, in the
        light of the circumstances under which they were made, not
        misleading.

      


      2.  Shelf
        Registration.  If (A) the Company is required to effect a
        Registered Exchange Offer pursuant to Section 1 hereof and (B)(i) because
        of any
        change in law or in applicable interpretations thereof by the staff of the
        Commission, the Company is not permitted to effect a Registered Exchange
        Offer,
        as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is
        not
        consummated within 390 days of the Issue Date, (iii) any Initial Purchaser
        so
        requests with respect to the Initial Securities (or the Private Exchange
        Securities) not eligible to be exchanged for Exchange Securities in the
        Registered Exchange Offer and held by it following consummation of the
        Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer)
        is not eligible to participate in the Registered Exchange Offer or, in the
        case
        of any Holder (other than an Exchanging Dealer) that participates in the
        Registered Exchange Offer, such Holder does not receive freely tradeable
        Exchange Securities on the date of the exchange, the Company shall take the
        following actions:

      


      (a)  The
        Company shall, at
        its cost, as promptly as practicable (but in no event more than 30 days after
        so
        required pursuant to this Section 2) file with the Commission and
        thereafter shall use its reasonable best efforts to cause to be declared
        effective (unless it becomes effective automatically upon filing), a
        registration statement (the “Shelf Registration Statement” and, together with
        the Exchange Offer Registration Statement, a “Registration Statement”) on an
        appropriate form under the Securities Act relating to the offer and sale
        of the
        Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders
        thereof from time to time in accordance with the methods of distribution
        set
        forth in the Shelf Registration Statement and Rule 415 under the Securities
        Act
        (hereinafter, the “Shelf Registration”); provided, however, that no
        Holder (other than an Initial Purchaser) shall be entitled to have the
        Securities held by it covered by such Shelf Registration Statement unless
        such
        Holder agrees in writing to be bound by all the provisions of this Agreement
        applicable to such Holder (an “Eligible Holder”).

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      (b)  The
        Company shall use
        its reasonable best efforts to keep the Shelf Registration Statement
        continuously effective in order to permit the prospectus included therein
        to be
        lawfully delivered by the Eligible Holders of the relevant Securities, for
        a
        period of two years (or for such longer period if extended pursuant to Section
        3(j) below) from the Issue Date or such shorter period that will terminate
        when
        all the Securities covered by the Shelf Registration Statement (i) have been
        sold pursuant thereto or (ii) are no longer restricted securities (as defined
        in
        Rule 144 under the Securities Act, or any successor rule thereof) or (iii)
        are
        freely transferrable by non-affiliates pursuant to Rule 144(k) under the
        Securities Act.  The Company shall be deemed not to have used its
        reasonable best efforts to keep the Shelf Registration Statement effective
        during the requisite period if it voluntarily takes any action that would
        result
        in Eligible Holders of Securities covered thereby not being able to offer
        and
        sell such Securities during that period, unless such action is required by
        applicable law.

      


      (c)  Notwithstanding
        any
        other provisions of this Agreement to the contrary, the Company shall cause
        the
        Shelf Registration Statement and the related prospectus and any amendment
        or
        supplement thereto, as of the effective date of the Shelf Registration
        Statement, amendment or supplement, (i) to comply in all material respects
        with
        the applicable requirements of the Securities Act and the rules and regulations
        of the Commission thereunder and (ii) not to contain any untrue statement
        of a
        material fact or omit to state a material fact required to be stated therein
        or
        necessary in order to make the statements therein, in light of the circumstances
        under which they were made, not misleading.

      


      3.  Registration
        Procedures.  In connection with any Shelf Registration
        contemplated by Section 2 hereof and, to the extent applicable, any Registered
        Exchange Offer contemplated by Section 1 hereof, the following provisions
        shall
        apply:

      


      (a)  The
        Company shall
        (i) furnish to each Initial Purchaser, prior to the filing thereof with the
        Commission, a copy of the Registration Statement and each amendment thereof
        and
        each supplement, if any, to the prospectus included therein and, in the event
        that an Initial Purchaser (with respect to any portion of an unsold allotment
        from the original offering) is participating in the Registered Exchange Offer
        or
        the Shelf Registration Statement, the Company shall use its reasonable best
        efforts to reflect in each such document, when so filed with the Commission,
        such comments as such Initial Purchaser reasonably may propose; (ii) include
        the
        information set forth in Annex A hereto on the cover, in Annex B hereto in
        the
“Exchange Offer Procedures” section and the “Purpose of the Exchange Offer”
section and in Annex C hereto in the “Underwriting” section of the prospectus
        forming a part of the Exchange Offer Registration Statement and include the
        information set forth in Annex D hereto in the Letter of Transmittal delivered
        pursuant to the Registered Exchange Offer; (iii) if requested by an Initial
        Purchaser within a reasonable time after receipt of any such document, include
        the information required by Items 507 or 508 of Regulation S-K under the
        Securities Act, as applicable, in the prospectus forming a part of the Exchange
        Offer Registration Statement; (iv) include within the prospectus contained
        in the Exchange Offer Registration Statement a section entitled “Underwriting,”
reasonably acceptable to the Initial Purchasers, which shall contain a summary
        statement of the positions taken or policies made by the staff of the Commission
        with respect to the potential “underwriter” status of any broker-dealer that is
        the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange
        Act
        of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by
        such broker-dealer in the Registered Exchange Offer (a “Participating
        Broker-Dealer”), whether such positions or policies have been publicly
        disseminated by the staff of the Commission or such positions or policies,
        in
        the reasonable judgment of the Initial Purchasers based upon advice of counsel
        (which may be in-house counsel), represent the prevailing views of the staff
        of
        the Commission; and (v) in the case of a Shelf Registration Statement, include
        in the prospectus included in the Shelf Registration Statement (or, if permitted
        by Commission Rule 430B(b), in a prospectus supplement that becomes a part
        thereof pursuant to Commission Rule 430B(f) that is delivered to any Eligible
        Holder pursuant to Section 3(d) and (f), the names of the Eligible Holders,
        who
        propose to sell Initial Securities pursuant to the Shelf Registration Statement,
        as selling securityholders; provided, however, that each such Eligible
        Holders shall have furnished to the Company on a timely basis such information
        regarding the Holder as the Company may require pursuant to Section 3(n)
        hereof.

      


      (b)  The
        Company shall give
        written notice to the Initial Purchasers, the Holders of the Securities and
        any
        each Participating Broker-Dealer from whom the Company has received prior
        written notice that it will be a Participating Broker-Dealer in the Registered
        Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be
        accompanied by an instruction to suspend the use of the prospectus until
        the
        requisite changes have been made):

      


      (i)  when
        the Registration
        Statement or any amendment thereto has been filed with the Commission and
        when
        the Registration Statement or any post-effective amendment thereto has become
        effective;

      


      (ii)  of
        any request by the
        Commission for amendments or supplements to the Registration Statement or
        the
        prospectus included therein or for additional information;

      (iii)  of
        the issuance by the
        Commission of any stop order suspending the effectiveness of the Registration
        Statement or the initiation of any proceedings for that purpose, of the issuance
        by the Commission of a notification of objection to the use of the form on
        which
        the Registration Statement has been filed, or of the happening of any event
        that
        causes the Company to become an “ineligible issuer,” as defined in Commission
        Rule 405.

      


      (iv)  of
        the receipt by the
        Company or its legal counsel of any notification with respect to the suspension
        of the qualification of the Securities for sale in any jurisdiction, or the
        initiation or threatening of any proceeding for such purpose; and

      


      (v)  of
        the happening of any
        event that requires the Company to make changes in an effective Registration
        Statement or the prospectus in order that such Registration Statement or
        the
        prospectus does not contain an untrue statement of a material fact nor omit
        to
        state a material fact required to be stated therein or necessary to make
        the
        statements therein (in the case of the prospectus, in light of the circumstances
        under which they were made) not misleading.

      


      (c)  The
        Company shall make
        every reasonable effort to obtain the withdrawal at the earliest possible
        time,
        of any order suspending the effectiveness of the Registration
        Statement.

      


      (d)  The
        Company shall
        furnish to each Eligible Holder of Securities included within the coverage
        of
        the Shelf Registration, without charge, at least one copy of the Shelf
        Registration Statement and any post-effective amendment or supplement thereto,
        including financial statements and schedules, and, if the Holder so requests
        in
        writing, all exhibits thereto (including those, if any, incorporated by
        reference).  The Company shall not, without the prior consent of the
        Initial Purchasers, make any offer relating to the Securities that would
        constitute a “free writing prospectus,” as defined in Commission Rule
        405.

      


      (e)  The
        Company shall
        deliver to each Exchanging Dealer and each Initial Purchaser, and to any
        other
        Holder who so requests, without charge, at least one copy of the Exchange
        Offer
        Registration Statement and any post-effective amendment thereto, including
        financial statements and schedules, and, if any Initial Purchaser or any
        such
        Holder requests, all exhibits thereto (including those incorporated by
        reference).

      


      (f)  The
        Company shall,
        during the Shelf Registration Period, deliver to each Eligible Holder of
        Securities included within the coverage of the Shelf Registration, without
        charge, as many copies of the prospectus (including each preliminary prospectus)
        included in the Shelf Registration Statement and any amendment or supplement
        thereto as such person may reasonably request. The Company consents, subject
        to
        the provisions of this Agreement, to the use of the prospectus or any amendment
        or supplement thereto by each of the selling Eligible Holders of the Securities
        in connection with the offering and sale of the Securities covered by the
        prospectus, or any amendment or supplement thereto, included in the Shelf
        Registration Statement.

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      (g)  The
        Company shall
        deliver to each Initial Purchaser, any Exchanging Dealer, any Participating
        Broker-Dealer and such other persons required to deliver a prospectus following
        the Registered Exchange Offer, without charge, as many copies of the final
        prospectus included in the Exchange Offer Registration Statement and any
        amendment or supplement thereto as such persons may reasonably
        request.  The Company consents, subject to the provisions of this
        Agreement, to the use of the prospectus or any amendment or supplement thereto
        by any Initial Purchaser, if necessary, any Participating Broker-Dealer and
        such
        other persons required to deliver a prospectus following the Registered Exchange
        Offer in connection with the offering and sale of the Exchange Securities
        covered by the prospectus, or any amendment or supplement thereto, included
        in
        such Exchange Offer Registration Statement.

      


      (h)  Prior
        to any public
        offering of the Securities pursuant to any Registration Statement the Company
        shall, if required, register or qualify or cooperate with the Holders of
        the
        Securities included therein and their respective counsel in connection with
        the
        registration or qualification of the Securities for offer and sale under
        the
        securities or “blue sky” laws of such states of the United States as any Holder
        of the Securities reasonably requests in writing and do any and all other
        acts
        or things reasonably necessary or advisable to enable the offer and sale
        in such
        jurisdictions of the Securities covered by such Registration Statement;
provided, however, that the Company shall not be required to (i)
        qualify generally to do business in any jurisdiction where it is not then
        so
        qualified,  (ii) take any action that would subject it to general
        service of process or to taxation in any jurisdiction where it is not then
        so
        subject, (iii) qualify as a dealer in securities in any jurisdiction in which
        it
        is not so qualified or (iv) make any changes to its certificate of
        incorporation, by-laws or any agreement between it and its
        stockholders;.

      


      (i)  The
        Company shall
        cooperate with the Holders of the Securities to facilitate the timely
        preparation and delivery of certificates representing the Securities to be
        sold
        pursuant to any Registration Statement free of any restrictive legends and
        in
        such denominations and registered in such names as the Holders may request
        a
        reasonable period of time prior to sales of the Securities pursuant to such
        Registration Statement.

      


      (j)  Upon
        the occurrence of
        any event contemplated by paragraphs (ii) through (v) of Section 3(b) above
        during the period for which the Company is required to maintain an effective
        Registration Statement, the Company shall promptly prepare and file a
        post-effective amendment to the Registration Statement or a supplement to
        the
        related prospectus and any other required document so that, as thereafter
        delivered to Holders of the Securities or purchasers of Securities, the
        prospectus will not contain an untrue statement of a material fact or omit
        to
        state any material fact required to be stated therein or necessary to make
        the
        statements therein, in light of the circumstances under which they were made,
        not misleading.  If the Company notifies the Initial Purchasers, the
        Holders of the Securities and any known Participating Broker-Dealer in
        accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend
        the
        use of the prospectus until the requisite changes to the prospectus have
        been
        made, then the Initial Purchasers, the Holders of the Securities and any
        such
        Participating Broker-Dealers shall suspend use of such prospectus, and the
        period of effectiveness of the Shelf Registration Statement provided for
        in
        Section 2(b) above and the Exchange Offer Registration Statement provided
        for in
        Section 1 above shall each be extended by the number of days from and including
        the date of the giving of such notice to and including the date when the
        Initial
        Purchasers, the Holders of the Securities and any known Participating
        Broker-Dealer shall have received such amended or supplemented prospectus
        pursuant to this Section 3(j) or the Company shall have notified such Holders
        that disposition of such Securities may resume under the existing
        prospectus.

      


      (k)  Not
        later than the
        effective date of the applicable Registration Statement, the Company will
        provide a CUSIP number for the Initial Securities, the Exchange Securities
        or
        the Private Exchange Securities, as the case may be, and provide the applicable
        trustee with printed certificates for the Initial Securities, the Exchange
        Securities or the Private Exchange Securities, as the case may be, in a form
        eligible for deposit with The Depository Trust Company.

      


      (l)  The
        Company will comply
        with all rules and regulations of the Commission to the extent and so long
        as
        they are applicable to the Registered Exchange Offer or the Shelf Registration
        and will make generally available to its security holders (or otherwise provide
        in accordance with Section 11(a) of the Securities Act) an earnings statement
        satisfying the provisions of Section 11(a) of the Securities Act, no later
        than
        45 days after the end of a 12-month period (or 90 days, if such period is
        a
        fiscal year) beginning with the first month of the Company’s first fiscal
        quarter commencing after the effective date of the Registration Statement,
        which
        statement shall cover such 12 month period.

      


      (m)  The
        Company shall cause
        the Indenture to be qualified under the Trust Indenture Act of 1939, as amended,
        in a timely manner and containing such changes, if any, as shall be necessary
        for such qualification.  In the event that such qualification would
        require the appointment of a new trustee under the Indenture, the Company
        shall
        appoint a new trustee thereunder pursuant to the applicable provisions of
        the
        Indenture.

      


      (n)  The
        Company may require
        each Eligible Holder of Securities to be sold pursuant to the Shelf Registration
        Statement to furnish to the Company such information regarding the Eligible
        Holder and the distribution of the Securities as the Company may from time
        to
        time reasonably require for inclusion in the Shelf Registration Statement,
        and
        the Company may exclude from such registration the Securities of any Eligible
        Holder that unreasonably fails to furnish such information within a reasonable
        time after receiving such request.

      


      (o)  The
        Company shall enter
        into such customary agreements (including, if requested, an underwriting
        agreement in customary form) and take all such other action, if any, as the
        Eligible Holders of not less than a majority of the aggregate principal amount
        of the Securities to be included in the Shelf Registration Statement shall
        reasonably request in order to facilitate the disposition of the Securities
        pursuant to any Shelf Registration.

      


      (p)  In
        the case of any Shelf
        Registration, the Company shall (i) make reasonably available for inspection
        by
        the Eligible Holders of the Securities, any underwriter participating in
        any
        disposition pursuant to the Shelf Registration Statement and any attorney,
        accountant or other agent retained by the Eligible Holders of the Securities
        or
        any such underwriter all relevant financial and other records, pertinent
        corporate documents and properties of the Company and (ii) cause the Company’s
        officers, directors, employees, accountants and auditors to supply all relevant
        information reasonably requested by the Eligible Holders of the Securities
        or
        any such underwriter, attorney, accountant or agent in connection with the
        Shelf
        Registration Statement, in each case, as shall be reasonably necessary to
        enable
        such persons, to conduct a reasonable investigation within the meaning of
        Section 11 of the Securities Act; provided, however, that the
        foregoing inspection and information gathering shall be coordinated on behalf
        of
        the Initial Purchasers by you and on behalf of the other parties, by one
        counsel
        designated by and on behalf of such other parties as described in Section
        4
        hereof and shall be subject to any confidentiality procedures reasonably
        instituted by the Company.

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      (q)  In
        the case of any Shelf
        Registration, the Company, if requested by the Eligible Holders of at least
        a
        majority of the Securities covered thereby, shall cause (i) its counsel to
        deliver an opinion and updates thereof relating to the Securities in customary
        form addressed to such Holders and the managing underwriters, if any, thereof
        and dated, in the case of the initial opinion, the effective date of such
        Shelf
        Registration Statement (it being agreed that the matters to be covered by
        such
        opinion shall include, without limitation but subject to reasonable
        qualifications and exceptions, the due incorporation and good standing of
        the
        Company and its subsidiaries; the qualification of the Company and its
        subsidiaries to transact business as foreign corporations; the due
        authorization, execution and delivery of the relevant agreement of the type
        referred to in Section 3(o) hereof; the due authorization, execution,
        authentication and issuance, and the validity and enforceability, of the
        applicable Securities; the absence of material legal or governmental proceedings
        involving the Company and its subsidiaries; the absence of governmental
        approvals required to be obtained in connection with the Shelf Registration
        Statement, the offering and sale of the applicable Securities, or any agreement
        of the type referred to in Section 3(o) hereof; the compliance as to form
        of such Shelf Registration Statement and any documents incorporated by reference
        therein with the requirements of the Securities Act or the Exchange Act,
        as
        applicable, and of the Indenture with the requirements of the  Trust
        Indenture Act; and (A) as of the date of the opinion and as of the effective
        date of the Shelf Registration Statement or most recent post-effective amendment
        thereto, as the case may be, the absence from such Shelf Registration Statement
        and the prospectus included therein and (B) as of an applicable time identified
        by such Holders or managing underwriters, the absence from such prospectus
        taken
        together with any other documents identified by such Holders or managing
        underwriters, in the case of (A) and (B), as then amended or supplemented,
        and
        from any documents incorporated by reference therein of an untrue statement
        of a
        material fact or the omission to state therein a material fact required to
        be
        stated therein or necessary to make the statements therein not misleading
        (in
        the case of any such incorporated documents, in the light of the circumstances
        existing at the time that such documents were filed with the Commission under
        the Exchange Act); (ii) its officers to execute and deliver all customary
        documents and certificates and updates thereof requested by any underwriters
        of
        the applicable Securities and (iii) its independent public accountants to
        provide to the selling Holders of the applicable Securities and any underwriter
        therefor a comfort letter in customary form and covering matters of the type
        customarily covered in comfort letters in connection with primary underwritten
        offerings, subject to receipt of appropriate documentation as contemplated,
        and
        only if permitted, by Statement of Auditing Standards No. 72.

      


      (r)  In
        the case of the
        Registered Exchange Offer, if requested by any Initial Purchaser or any known
        Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver
        to such Initial Purchaser or such Participating Broker-Dealer signed opinions
        in
        the forms set forth in Sections 8(b) and (c) of the Purchase Agreement with
        such changes as are customary in connection with the preparation of a
        Registration Statement and (ii) its independent public accountants to deliver
        to
        such Initial Purchaser or such Participating Broker-Dealer a comfort letter,
        in
        customary form, meeting the requirements as to the substance thereof as set
        forth in Section 8(d) of the Purchase Agreement, with appropriate date
        changes.

      


      (s)  If
        a Registered Exchange
        Offer or a Private Exchange is to be consummated, upon delivery of the Initial
        Securities by Holders to the Company (or to such other Person as directed
        by the
        Company) in exchange for the Exchange Securities or the Private Exchange
        Securities, as the case may be, the Company shall mark, or caused to be marked,
        on the Initial Securities so exchanged that such Initial Securities are being
        canceled in exchange for the Exchange Securities or the Private Exchange
        Securities, as the case may be; in no event shall the Initial Securities
        be
        marked as paid or otherwise satisfied.

      


      (t)  The
        Company will use its
        reasonable best efforts to, (a) if the Initial Securities have been rated
        prior
        to the initial sale of such Initial Securities, confirm such ratings will
        apply
        to the Securities covered by a Registration Statement, or (b) if the Initial
        Securities were not previously rated, cause the Securities covered by a
        Registration Statement to be rated with the appropriate rating agencies,
        but in
        each case only if so requested by Holders of a majority in aggregate principal
        amount of Securities covered by such Registration Statement, or by the managing
        underwriters, if any.

      


      (u)  In
        the event that any
        broker-dealer registered under the Exchange Act shall underwrite any Securities
        or participate as a member of an underwriting syndicate or selling group
        or
“assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the National Association of Securities Dealers, Inc. (“NASD”))
        thereof, whether as a Holder of such Securities or as an underwriter, a
        placement or sales agent or a broker or dealer in respect thereof, or otherwise,
        the Company will assist such broker-dealer in complying with the requirements
        of
        such Rules, including, without limitation, by (i) if such Rules, including
        Rule 2720, shall so require, engaging a “qualified independent underwriter” (as
        defined in Rule 2720) to participate in the preparation of the Registration
        Statement relating to such Securities, to exercise usual standards of due
        diligence in respect thereto and, if any portion of the offering contemplated
        by
        such Registration Statement is an underwritten offering or is made through
        a
        placement or sales agent, to recommend the yield of such Securities,
        (ii) indemnifying any such qualified independent underwriter to the extent
        of the indemnification of underwriters provided in Section 5 hereof and
        (iii) providing such information to such broker-dealer as may be required
        in order for such broker-dealer to comply with the requirements of the
        Rules.

      


      (v)  The
        Company shall use
        its reasonable best efforts to take all other steps necessary to effect the
        registration of the Securities covered by a Registration Statement contemplated
        hereby.

      


      4.  Registration
        Expenses.  The Company shall bear all fees and expenses incurred
        in connection with the performance of its obligations under Sections 1 through
        3
        hereof (including the reasonable fees and expenses, if any, of Vinson &
Elkins L.L.P., counsel for the Initial Purchasers, incurred in connection
        with
        the Registered Exchange Offer), whether or not the Registered Exchange Offer
        or
        a Shelf Registration is filed or becomes effective, and, in the event of
        a Shelf
        Registration, shall bear or reimburse the Holders of the Securities covered
        thereby for the reasonable fees and disbursements of one firm of counsel,
        who
        will be Vinson & Elkins L.L.P. unless another firm shall be chosen by the
        Holders of a majority in principal amount of the Initial Securities covered
        thereby, to act as counsel for the Holders of the Initial Securities in
        connection therewith.

      


      5.  Indemnification
        and
        Contribution.

      


      (a)  Indemnification
        by
        the Company and the Guarantors.  The Company and the Guarantors,
        jointly and severally, will indemnify and hold harmless each of the Holders
        of
        Securities included in an Exchange Offer Registration Statement and each
        of the
        Holders of Securities included in the Shelf Registration against any losses,
        claims, damages or liabilities, joint or several, to which such Holder may
        become subject under the Securities Act or otherwise, insofar as such losses,
        claims, damages or liabilities (or actions in respect thereof) arise out
        of or
        are based upon an untrue statement or alleged untrue statement of a material
        fact contained in any Exchange Offer Registration Statement or Shelf
        Registration, as the case may be, under which such Securities were registered
        under the Securities Act, or any preliminary, final or summary prospectus
        (including, without limitation, any “issuer free writing prospectus” as defined
        in Rule 433) contained therein or furnished by the Company to any such Holder,
        or any amendment or supplement thereto, or arise out of or are based upon
        the
        omission or alleged omission to state therein a material fact required to
        be
        stated therein or necessary to make the statements therein not misleading,
        and
        will reimburse such Holder for any legal or other expenses reasonably incurred
        by them in connection with investigating or defending any such action or
        claim
        as such expenses are incurred; provided, however, that neither the
        Company nor the Guarantors shall be liable to any such person in any such
        case
        to the extent that any such loss, claim, damage or liability arises out of
        or is
        based upon an untrue statement or alleged untrue statement or omission or
        alleged omission made in such registration statement, or preliminary, final
        or
        summary prospectus (including, without limitation, any “issuer free writing
        prospectus” as defined in Rule 433), or amendment or supplement thereto, in
        reliance upon and in conformity with written information furnished to the
        Company by such person expressly for use therein.

      


      (b)           Indemnification
        by the Holders.  Each Holder of Securities, severally and not
        jointly, will (i) indemnify and hold harmless the Company, the Guarantors,
        and
        all other Holders of Securities, against any losses, claims, damages or
        liabilities to which the Company, the Guarantors or such other Holders of
        Securities may become subject, under the Securities Act or otherwise, insofar
        as
        such losses, claims, damages or liabilities (or actions in respect thereof)
        arise out of or are based upon an untrue statement or alleged untrue statement
        of a material fact contained in such registration statement, or any preliminary,
        final or summary prospectus (including, without limitation, any “issuer free
        writing prospectus” as defined in Rule 433) contained therein or furnished by
        the Company to any such Holder, or any amendment or supplement thereto, or
        arise
        out of or are based upon the omission or alleged omission to state therein
        a
        material fact required to be stated therein or necessary to make the statements
        therein not misleading, in each case to the extent, but only to the extent,
        that
        such untrue statement or alleged untrue statement or omission or alleged
        omission was made in reliance upon and in conformity with written information
        furnished to the Company by such Holder expressly for use therein, and (ii)
        reimburse the Company and the Guarantors for any legal or other expenses
        reasonably incurred by the Company and the Guarantors in connection with
        investigating or defending any such action or claim as such expenses are
        incurred; provided, however, that no such Holder shall be required to
        undertake liability to any person under this Section 6(b) for any amounts
        in
        excess of the dollar amount of the proceeds to be received by such Holder
        from
        the sale of such Holder’s Securities pursuant to such registration.

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      (c)           Notices
        of Claims, Etc.  Promptly after receipt by an indemnified party
        under subsection (a) or (b) above of written notice of the commencement of
        any
        action, such indemnified party shall, if a claim in respect thereof is to
        be
        made against an indemnifying party pursuant to the indemnification provisions
        of
        or contemplated by this Section 5, notify such indemnifying party in writing
        of
        the commencement of such action; but the omission so to notify the indemnifying
        party shall not relieve it from any liability hereunder to the extent it
        is
        not  materially prejudiced as a result thereof and in any event which
        it may have to any indemnified party otherwise than under the indemnification
        provisions of or contemplated by Section 5(a) or Section 5(b).  In
        case any such action shall be brought against any indemnified party and it
        shall
        notify an indemnifying party of the commencement thereof, such indemnifying
        party shall be entitled to participate therein and, to the extent that it
        shall
        wish, jointly with any other indemnifying party similarly notified, to assume
        the defense thereof, with counsel reasonably satisfactory to such indemnified
        party (who shall not, except with the consent of the indemnified party, be
        counsel to the indemnifying party), and, after notice from the indemnifying
        party to such indemnified party of its election so to assume the defense
        thereof, such indemnifying party shall not be liable to such indemnified
        party
        for any legal expenses of other counsel or any other expenses, in each case
        subsequently incurred by such indemnified party, in connection with the defense
        thereof other than reasonable costs of investigation.  No indemnifying
        party shall, without the prior written consent of the indemnified party,
        effect
        the settlement or compromise of, or consent to the entry of any judgment
        with
        respect to, any pending or threatened action or claim in respect of which
        indemnification or contribution may be sought hereunder (whether or not the
        indemnified party is an actual or potential party to such action or claim)
        unless such settlement, compromise or judgment (i) includes an unconditional
        release of the indemnified party from all liability arising out of such action
        or claim and (ii) does not include a statement as to, or an admission of,
        fault,
        culpability or a failure to act by or on behalf of any indemnified
        party.

      


      (d)           Contribution.  If
        for any reason the indemnification provisions contemplated by Section 5(a)
        or
        Section 5(b) are unavailable to or insufficient to hold harmless an indemnified
        party in respect of any losses, claims, damages or liabilities (or actions
        in
        respect thereof) referred to therein, then each indemnifying party shall
        contribute to the amount paid or payable by such indemnified party as a result
        of such losses, claims, damages or liabilities (or actions in respect thereof)
        in such proportion as is appropriate to reflect the relative fault of the
        indemnifying party and the indemnified party in connection with the statements
        or omissions which resulted in such losses, claims, damages or liabilities
        (or
        actions in respect thereof), as well as any other relevant equitable
        considerations.  The relative fault of such indemnifying party and
        indemnified party shall be determined by reference to, among other things,
        whether the untrue or alleged untrue statement of a material fact or omission
        or
        alleged omission to state a material fact relates to information supplied
        by
        such indemnifying party or by such indemnified party, and the parties’ relative
        intent, knowledge, access to information and opportunity to correct or prevent
        such statement or omission.  The parties hereto agree that it would
        not be just and equitable if contributions pursuant to this Section 5(d)
        were
        determined by pro rata allocation (even if the holders were treated as one
        entity for such purpose) or by any other method of allocation which does
        not
        take account of the equitable considerations referred to in this Section
        5(d).  The amount paid or payable by an indemnified party as a result
        of the losses, claims, damages, or liabilities (or actions in respect thereof)
        referred to above shall be deemed to include any legal or other fees or expenses
        reasonably incurred by such indemnified party in connection with investigating
        or defending any such action or claim.  Notwithstanding the provisions
        of this Section 5(d), no Holder shall be required to contribute any amount
        in
        excess of the amount by which the dollar amount of the proceeds received
        by such
        Holder from the sale of any Securities (after deducting any fees, discounts
        and
        commissions applicable thereto) exceeds the amount of any damages which such
        Holder has otherwise been required to pay by reason of such untrue or alleged
        untrue statement or omission or alleged omission.  No person guilty of
        fraudulent misrepresentation (within the meaning of Section 11(f) of the
        Securities Act) shall be entitled to contribution from any person who was
        not
        guilty of such fraudulent misrepresentation.  The Holders’ obligations
        in this Section 5(d) to contribute shall be several in proportion to the
        principal amount of Securities registered by them and not joint.

      


      (e)           The
        obligations of the Company and the Guarantors under this Section 5 shall
        be in
        addition to any liability which the Company or the Guarantors may otherwise
        have
        and shall extend, upon the same terms and conditions, to each officer, director
        and partner of each Holder and each person, if any, who controls any Holder
        within the meaning of the Securities Act; and the obligations of the Holders
        contemplated by this Section 5 shall be in addition to any liability which
        the
        respective holder may otherwise have and shall extend, upon the same terms
        and
        conditions, to each officer and director of the Company or the Guarantors
        (including any person who, with his consent, is named in any registration
        statement as about to become a director of the Company or the Guarantors)
        and to
        each person, if any, who controls the Company within the meaning of the
        Securities Act.

      


      6.  Additional
        Interest
        Under Certain Circumstances.  (a)  Additional interest
        (the “Additional Interest”) with respect to the Initial Securities shall be
        assessed as follows if any of the following events occur (each such event
        in
        clauses (i) through (iii) below a “Registration Default”):

      


      (i) If,
        by  June 6, 2008,
        neither the Exchange Offer Registration Statement nor a Shelf Registration
        Statement has been filed with the Commission and declared
        effective;

      


      (ii)  If,
        by June 6, 2008,
        neither the Registered Exchange Offer is consummated nor, if required in
        lieu
        thereof, the Shelf Registration Statement is declared effective by the
        Commission; or

      


      (iii)  If,
        after either the Exchange Offer Registration Statement or the Shelf Registration
        Statement is declared (or becomes automatically) effective, (A) such
        Registration Statement thereafter ceases to be effective during periods
        specified herein during which it is required to be effective; or (B) such
        Registration Statement or the related prospectus ceases to be usable (except
        as
        permitted in paragraph (b)) in connection with resales of Transfer
        Restricted Securities during the periods specified herein because either
        (1) any event occurs as a result of which the related prospectus forming
        part of such Registration Statement would include any untrue statement of
        a
        material fact or omit to state any material fact necessary to make the
        statements therein, in the light of the circumstances under which they were
        made, not misleading, or (2) it shall be necessary to amend such
        Registration Statement or supplement the related prospectus, to comply with
        the
        Securities Act or the Exchange Act or the respective rules thereunder, or
        (3)
        such Registration Statement is a Shelf Registration Statement that has expired
        before a replacement Shelf Registration Statement has become
        effective.

      


      Additional
        Interest shall accrue on the Initial Securities over and above the interest
        set
        forth in the title of the Securities from and including the date on which
        any
        such Registration Default shall occur to but excluding the date on which
        all
        such Registration Defaults have been cured, at a rate of 0.25% per annum
        (the
“Additional Interest Rate”) for the first 90-day period immediately following
        the occurrence of such Registration Default.  The Additional Interest
        Rate shall increase by an additional 0.25% per annum with respect to each
        subsequent 90-day period until all Registration Defaults have been cured,
        up to
        a maximum Additional Interest Rate of 1.0% per annum.  Following the
        cure of all Registration Defaults, the accrual of Additional Interest will
        cease
        and the interest rate will revert to the original rate.  The Company
        shall not be required to pay Additional Interest for more than one Registration
        Default at any given time.

      


      


      (b)  A
        Registration Default
        referred to in Section 6(a)(iii)(B) hereof shall be deemed not to have
        occurred and be continuing in relation to a Shelf Registration Statement
        or the
        related prospectus if (i) such Registration Default has occurred solely as
        a result of (x) the filing of a post-effective amendment to such Shelf
        Registration Statement to incorporate annual audited financial information
        with
        respect to the Company where such post-effective amendment is not yet effective
        and needs to be declared effective to permit Holders to use the related
        prospectus or (y) other material events with respect to the Company that
        would
        need to be described in such Shelf Registration Statement or the related
        prospectus and (ii) in the case of clause (y), the Company is proceeding
        promptly and in good faith to amend or supplement such Shelf Registration
        Statement and related prospectus to describe such events; provided,
        however, that in any case if such Registration Default occurs for a continuous
        period in excess of 60 days, Additional Interest shall be payable in accordance
        with the above paragraph from the day such Registration Default occurs until
        such Registration Default is cured.

      


      (c)  Any
        amounts of
        Additional Interest due pursuant to clause (i), (ii) or (iii) of Section
        6(a)
        above will be payable in cash on the regular interest payment dates with
        respect
        to the Initial Securities. The amount of Additional Interest will be determined
        by multiplying the applicable Additional Interest rate by the principal amount
        of the Initial Securities, multiplied by a fraction, the numerator of which
        is
        the number of days such Additional Interest rate was applicable during such
        period (determined on the basis of a 360-day year consisting of twelve 30-day
        months), and the denominator of which is 360.

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      (d)  
“Transfer
        Restricted
        Securities” means each Security until (i) the date on which
        such  Security has been exchanged by a person other than a
        broker-dealer for a freely transferable Exchange Security in the Registered
        Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
        Exchange Offer of an Initial Security for an Exchange Security, the date
        on
        which such Exchange Security is sold to a purchaser who receives from such
        broker-dealer on or prior to the date of such sale a copy of the prospectus
        contained in the Exchange Offer Registration Statement, (iii) the date on
        which
        such Initial Security has been effectively registered under the Securities
        Act
        and disposed of in accordance with the Shelf Registration Statement or (iv)
        the
        date on which such Initial Security is distributed to the public pursuant
        to
        Rule 144 under the Securities Act.

      


      


      7.  Rules
        144 and
        144A.  The Company shall use its reasonable best efforts to file
        the reports required to be filed by it under the Securities Act and the Exchange
        Act in a timely manner and, if at any time the Company is not required to
        file
        such reports, it will, upon the request of any Holder of Initial Securities,
        make publicly available other information so long as necessary to permit
        sales
        of their securities pursuant to Rules 144 and 144A.  The Company
        covenants that it will take such further action as any Holder of Initial
        Securities may reasonably request, all to the extent required from time to
        time
        to enable such Holder to sell Initial Securities without registration under
        the
        Securities Act within the limitation of the exemptions provided by
        Rules 144 and 144A (including the requirements of
        Rule 144A(d)(4)).  The Company will provide a copy of this
        Agreement to prospective purchasers of Initial Securities identified to the
        Company by the Initial Purchasers upon request.  Upon the request of
        any Holder of Initial Securities, the Company shall deliver to such Holder
        a
        written statement as to whether it has complied with such requirements.
        Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
        require the Company to register any of its securities pursuant to the Exchange
        Act.

      


      8.  Underwritten
        Registrations.  If any of the Transfer Restricted Securities
        covered by any Shelf Registration are to be sold in an underwritten offering,
        the investment banker or investment bankers and manager or managers that
        will
        administer the offering (“Managing Underwriters”) will be selected by the
        Holders of a majority in aggregate principal amount of such Transfer Restricted
        Securities to be included in such offering.

      


      No
        person may participate in any
        underwritten registration hereunder unless such person (i) agrees to sell
        such
        person’s Transfer Restricted Securities on the basis reasonably provided in any
        underwriting arrangements approved by the persons entitled hereunder to approve
        such arrangements and (ii) completes and executes all questionnaires, powers
        of
        attorney, indemnities, underwriting agreements and other documents reasonably
        required under the terms of such underwriting arrangements.  Except as
        provided in Section 4, the Holders participating in any underwritten offering
        shall be responsible for any expenses customarily borne by selling
        securityholders, including underwriting discounts and commissions and fees
        and
        expenses of counsel to selling securityholders.

      


      9.  Miscellaneous.

      


      (a)  Amendments
        and
        Waivers.  The provisions of this Agreement may not be amended,
        modified or supplemented, and waivers or consents to departures from the
        provisions hereof may not be given, except by the Company and the written
        consent of the Holders of a majority in principal amount of the Securities
        affected by such amendment, modification, supplement, waiver or
        consents.

      


      (b)  Notices.  All
        notices and other communications provided for or permitted hereunder shall
        be
        made in writing by hand delivery, first-class mail, facsimile transmission,
        or
        air courier which guarantees overnight delivery:

      


      (1)  if
        to a Holder of the
        Securities, at the most current address given by such Holder to the
        Company.

      


      (2)  if
        to the Initial
        Purchasers:

      


      Goldman,
        Sachs & Co.

      One
        New
        York Plaza

      42nd
        Floor

      New
        York,
        New York 10004

      Attention:
        Registration Department

      


      with
        a copy to:

      


      Vinson
        & Elkins L.L.P.

      2500
        First City Tower

      1001
        Fannin

      Houston,
        TX 77002

      Fax
        No.:
        (713) 615-5725

      Attention:
        Douglas McWilliams

      


      (3)           if
        to the Company, at its address as follows:

      


      Bristow
        Group Inc.

      2000
        W. Sam Houston Parkway
        South

      Suite
        1700

      Houston,
        TX  77042

      Fax
        No.: (713) 267-7620

      Attention:
        Chief Financial
        Officer

      


      with
        a copy to:

      


      Baker
        Botts LLP

      One
        Shell
        Plaza

      910
        Louisiana

      Houston,
        TX  77002-4995

      Fax
        No.:
        (713) 229-2713

      Attention:
        John D. Geddes

      


      All
        such notices and communications
        shall be deemed to have been duly given:  at the time delivered by
        hand, if personally delivered; three business days after being deposited
        in the
        mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s
        facsimile machine operator, if sent by facsimile transmission; and on the
        day
        delivered, if sent by overnight air courier guaranteeing next day
        delivery.

      


      (c)  No
        Inconsistent
        Agreements.  The Company has not, as of the date hereof, entered
        into, nor shall it, on or after the date hereof, enter into, any agreement
        with
        respect to its securities that is inconsistent with the rights granted to
        the
        Holders herein or otherwise conflicts with the provisions hereof.

      


      (d)  Successors
        and
        Assigns.  This Agreement shall be binding upon the Issuer, the
        Guarantors and their respective successors and assigns.

      


      (e)  Counterparts.  This
        Agreement may be executed in any number of counterparts and by the parties
        hereto in separate counterparts, each of which when so executed shall be
        deemed
        to be an original and all of which taken together shall constitute one and
        the
        same agreement.

      


      (f)  Headings.  The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof.

      


      (g)  Governing
        Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
        ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
        OF CONFLICTS OF LAWS.

      


      (h)  Severability.  If
        any one or more of the provisions contained herein, or the application thereof
        in any circumstance, is held invalid, illegal or unenforceable, the validity,
        legality and enforceability of any such provision in every other respect
        and of
        the remaining provisions contained herein shall not be affected or impaired
        thereby.

      


      (i)  Securities
        Held by
        the Company.  Whenever the consent or approval of Holders of a
        specified percentage of principal amount of Securities is required hereunder,
        Securities held by the Company or its affiliates (other than subsequent Holders
        of Securities if such subsequent Holders are deemed to be affiliates solely
        by
        reason of their holdings of such Securities) shall not be counted in determining
        whether such consent or approval was given by the Holders of such required
        percentage.

      


      (j)  
Submission
        to
        Jurisdiction.  By the execution and delivery of this Agreement,
        the Company submits to the nonexclusive jurisdiction of any competent federal
        or
        state court in the Borough of Manhattan, the City and State of New York,
        in any
        suit or proceeding arising out of or relating to this Agreement or brought
        under
        federal or state securities laws.

      


      If
        the foregoing is in accordance with
        your understanding of our agreement, please sign and return to the Issuer
        a
        counterpart hereof, whereupon this instrument, along with all counterparts,
        will
        become a binding agreement among the several Initial Purchasers, the Issuer
        and
        the Guarantors in accordance with its terms.

      


      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      Very
        truly yours,

      


       

      BRISTOW
        GROUP INC.

       

      By__/s/
        Randall Stafford_____________________

       

      Randall
        Stafford

       

      Vice
        President, General
        Counsel

       

      and
        Corporate Secretary

       

      AIR
        LOGISTICS, LLC

       

      By__/s/
        Randall Stafford_____________________

       

      Randall
        Stafford

       

      Manager

       

      AIR
        LOGISTICS OF ALASKA, INC

       

      GRASSO
        PRODUCTION MANAGEMENT, INC.

       

      AIRLOG
        INTERNATIONAL LTD.

       

      MEDIC
        SYSTEMS, INC.

       

      GRASSO
        CORPORATION

       

      By_/s/
        Joseph A. Baj _________________

       

      Joseph
        A. Baj

       

      Treasurer
        and Secretary

       

      


      
        
          
                  

                      Registration
                Rights Agreement
                Signature Page      
    

             

          

          
             

            
              

            

          

          
             

                  

                      
    

          

        

      

      


      The
        foregoing Registration

      Rights
        Agreement is hereby confirmed

      and
        accepted as of the date first

      above
        written.

      


      Goldman,
        Sachs & Co.

      Credit
        Suisse Securities (USA) LLC

      Bank
        of
        America Securities LLC

      J.P.
        Morgan Securities Inc.

      Suntrust
        Robinson Street

      Wells
        Fargo Securities, LLC

      


      Acting
        on behalf of
        themselves

      and
        as the Representatives
        of

      the
        several Initial
        Purchasers

      


      


      By  Goldman,
        Sachs & Co.

      


      


      


      By:_/s/
        Goldman, Sachs & Co._________________

           Name:

      Title:

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ANNEX
        A

      


      


      


      


      Each
        broker-dealer that receives
        Exchange Securities for its own account pursuant to the Exchange Offer must
        acknowledge that it will deliver a prospectus in connection with any resale
        of
        such Exchange Securities.  The Letter of Transmittal states that by so
        acknowledging and by delivering a prospectus, a broker-dealer will not be
        deemed
        to admit that it is an “underwriter” within the meaning of the Securities
        Act.  This Prospectus, as it may be amended or supplemented from time
        to time, may be used by a broker-dealer in connection with resales of Exchange
        Securities received in exchange for Initial Securities where such Initial
        Securities were acquired by such broker-dealer as a result of market-making
        activities or other trading activities.  The Company has agreed that,
        for a period of 180 days after the Expiration Date (as defined herein), it
        will
        make this Prospectus available to any broker-dealer for use in connection
        with
        any such resale.  See “Underwriting.”

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ANNEX
        B

      


      


      


      


      Each
        broker-dealer that receives
        Exchange Securities for its own account in exchange for Securities, where
        such
        Initial Securities were acquired by such broker-dealer as a result of
        market-making activities or other trading activities, must acknowledge that
        it
        will deliver a prospectus in connection with any resale of such Exchange
        Securities.  See “Underwriting.”

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ANNEX
        C

      


      


      


      


      UNDERWRITING

      


      Each
        broker-dealer that receives
        Exchange Securities for its own account pursuant to the Exchange Offer must
        acknowledge that it will deliver a prospectus in connection with any resale
        of
        such Exchange Securities.  This Prospectus, as it may be amended or
        supplemented from time to time, may be used by a broker-dealer in connection
        with resales of Exchange Securities received in exchange for Initial Securities
        where such Initial Securities were acquired as a result of market-making
        activities or other trading activities.  The Company has agreed that,
        for a period of 180 days after the Expiration Date, it will make this
        prospectus, as amended or supplemented, available to any broker-dealer for
        use
        in connection with any such resale.  In addition,
        until                   ,
        200 ,  all dealers effecting transactions in the Exchange Securities
        may be required to deliver a prospectus.(1)

      


      The
        Company will not receive any
        proceeds from any sale of Exchange Securities by
        broker-dealers.  Exchange Securities received by broker-dealers for
        their own account pursuant to the Exchange Offer may be sold from time to
        time
        in one or more transactions in the over-the-counter market, in negotiated
        transactions, through the writing of options on the Exchange Securities or
        a
        combination of such methods of resale, at market prices prevailing at the
        time
        of resale, at prices related to such prevailing market prices or negotiated
        prices.  Any such resale may be made directly to purchasers or to or
        through brokers or dealers who may receive compensation in the form of
        commissions or concessions from any such broker-dealer or the purchasers
        of any
        such Exchange Securities.  Any broker-dealer that resells Exchange
        Securities that were received by it for its own account pursuant to the Exchange
        Offer and any broker or dealer that participates in a distribution of such
        Exchange Securities may be deemed to be an “underwriter” within the meaning of
        the Securities Act and any profit on any such resale of Exchange Securities
        and
        any commission or concessions received by any such persons may be deemed
        to be
        underwriting compensation under the Securities Act.  The Letter of
        Transmittal states that, by acknowledging that it will deliver and by delivering
        a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.

      


      For
        a period of 180 days after the
        Expiration Date the Company will promptly send additional copies of this
        Prospectus and any amendment or supplement to this Prospectus to any
        broker-dealer that requests such documents in the Letter of
        Transmittal.  The Company has agreed to pay all expenses incident to
        the Exchange Offer (including the expenses of one counsel for the Holders
        of the
        Securities) other than commissions or concessions of any brokers or dealers
        and
        will indemnify the Holders of the Securities (including any broker-dealers)
        against certain liabilities, including liabilities under the Securities
        Act.

      

        

      

       

        (1)  In
          addition, the legend required by Item 502(e) of Regulation S-K will
          appear on the back cover page of the Exchange Offer
          prospectus.

      

    

     

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ANNEX
        D

      


      


      


      If
        the
        undersigned is not a broker-dealer, the undersigned represents that it is
        not
        engaged in, and does not intend to engage in, a distribution of Exchange
        Securities.  If the undersigned is a broker-dealer that will receive
        Exchange Securities for its own account in exchange for Initial Securities
        that
        were acquired as a result of market-making activities or other trading
        activities, it acknowledges that it will deliver a prospectus in connection
        with
        any resale of such Exchange Securities; however, by so acknowledging and
        by
        delivering a prospectus, the undersigned will not be deemed to admit that
        it is
        an “underwriter” within the meaning of the Securities Act.