ex4w3-080207.htm


    
      EXHIBIT
        4.3

    

    

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
        COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
        ANY
        CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
        NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
        IS
        MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
        REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
        OR
        OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
        HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       

      TRANSFERS
        OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
        TO
        NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
        TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
        IN
        ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
        THE
        REVERSE HEREOF.

       

      THE
        NOTES
        EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
        ACT
        OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
        OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
        OF A
        QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
        RULE
        144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904
        OF
        REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
        AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION
        EXEMPT
        FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT
        TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE
        WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND
        OTHER
        JURISDICTIONS.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      No.
        1                                                                                                                                          $299,000,000  

       

      CUSIP
        No.  110394AA17   

      ISIN
        No.
 US110394AA17   

       

      71⁄2%
        Senior Note due 2017

       

      Bristow
        Group Inc., a Delaware corporation, promises to pay to Cede & Co., or
        registered assigns, the principal sum of two hundred ninety-nine million
        Dollars
        ($299,000,000) on September 15, 2017 or such greater or lesser amount as
        may be
        indicated on Schedule A hereto.

       

      Interest
        Payment Dates:  March 15 and September 15.

       

      Record
        Dates:  March 1 and September 1.

       

      Additional
        provisions of this Note are set forth on the other side of this
        Note.

       

      Dated:  June
        13, 2007

       

      BRISTOW
        GROUP INC.

       

      


       

      By:           /s/
        Joseph A. Baj

      Joseph
        A. Baj

      Vice
        President and
        Treasurer

       

      TRUSTEE’S
        CERTIFICATE OF

      AUTHENTICATION

      


      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee, certifies that

      this
        is one of the Notes

      referred
        to in the
        Indenture.

      


       

      By           /s/
        Susan C.
        Merker                                                                

      Authorized
        Signatory

       

      


       

      


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      71⁄2%
        Senior Note due 2017

       

      Capitalized
        terms used herein but not defined shall have the meanings assigned to them
        in
        the Indenture referred to below unless otherwise indicated.

       

      1.           Interest.  Bristow
        Group Inc., a Delaware corporation (the “Company”), promises to pay interest on
        the principal amount of this Note at 71⁄2% per annum from June 13, 2007 until
        maturity and shall pay the Additional Interest payable pursuant to Section
        6 of
        the Registration Rights Agreement referred to below.  The Company will
        pay interest and Additional Interest, if any, semi-annually in arrears on
        March 15 and September 15 of each year,
        commencing  September 15, 2007, or if any such day is not a Business
        Day, on the next succeeding Business Day (each an “Interest Payment
        Date”).  Interest on the Notes will accrue from the most recent date
        to which interest has been paid or, if no interest has been paid, from the
        date
        of original issuance; provided that if there is no existing Default or Event
        of
        Default in the payment of interest, and if this Note is authenticated between
        a
        record date referred to on the face hereof and the next succeeding Interest
        Payment Date, interest shall accrue from such next succeeding Interest Payment
        Date, except in the case of the original issuance of Notes, in which case
        interest shall accrue from the date of authentication.  The Company
        shall pay interest (including post-petition interest in any proceeding under
        any
        Bankruptcy Law) on overdue principal and premium, if any, from time to time
        on
        demand at a rate that is the rate then in effect; it shall pay interest
        (including post-petition interest in any proceeding under any Bankruptcy
        Law) on
        overdue installments of interest and Additional Interest (without regard
        to any
        applicable grace periods) from time to time on demand at the same rate to
        the
        extent lawful.  Interest will be computed on the basis of a 360-day
        year of twelve 30-day months.

       

      2.           Method
        of Payment.  The Company will pay interest on the Notes (except
        defaulted interest) and Additional Interest to the Persons who are registered
        Holders of Notes at the close of business on the September 1 or March 1 next
        preceding the Interest Payment Date, even if such Notes are cancelled after
        such
        record date and on or before such Interest Payment Date, except as provided
        in
        Section 2.11 of the Indenture with respect to defaulted interest.  The
        Notes will be payable as to principal, premium, if any, interest and Additional
        Interest, if any, at the office or agency of the Company maintained for such
        purpose within the City and State of New York, or, at the option of the Company,
        payment of interest and Additional Interest may be made by check mailed to
        the
        Holders at their addresses set forth in the register of Holders, and provided
        that payment by wire transfer of immediately available funds will be required
        with respect to principal of and interest, premium and Additional Interest
        on
        all Global Notes and all other Notes the Holders of which shall have provided
        wire transfer instructions to the Company or the Paying Agent.  Such
        payment shall be in such coin or currency of the United States of America
        as at
        the time of payment is legal tender for payment of public and private
        debts.

       

      3.           Paying
        Agent and Registrar.  Initially, U.S. Bank National Association,
        the Trustee under the Indenture, will act as Paying Agent and
        Registrar.  The Company may change any Paying Agent or Registrar
        without notice to any Holder.  The Company or any of its Subsidiaries
        may act in any such capacity.

       

      4.           Indenture.  The
        Company issued the Notes under an Indenture dated as of June 13, 2007
        (“Indenture”) among the Company, the Guarantors and the Trustee.  The
        terms of the Notes include those stated in the Indenture and those made part
        of
        the Indenture by reference to the Trust Indenture Act of 1939, as amended
        (15
        U.S. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms,
        and Holders are referred to the Indenture and such Act for a statement of
        such
        terms.  The Notes are senior unsecured obligations of the Company
        limited to $300,000,000 aggregate principal amount in the case of Notes issued
        on the Initial Issuance Date (as defined in the Indenture).

       

      5.           The
        Notes are redeemable as provided in Section 3.07 of the Indenture.

       

      6.           Mandatory
        Redemption.  Except as set forth in paragraph 7 below, the Company
        shall not be required to make mandatory redemption or sinking fund payments
        with
        respect to the Notes or repurchase the Notes at the option of the
        Holder.

       

      7           Repurchase
        at Option of Holder.

       

      (a)           Upon  the
        occurrence of a Change of Control Trigger Event, the Company shall make an
        offer
        (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or
        an integral multiple of) $1,000 of each Holder’s Notes at a purchase price equal
        to 101% of the aggregate principal amount plus accrued and unpaid interest
        and
        Additional Interest, if any, to the date of purchase (the “Change of Control
        Payment”).  Within 30 days following a Change of Control Trigger
        Event, the Company shall mail a notice to each Holder describing the transaction
        that constitutes the Change of Control and setting forth the procedures
        governing the Change of Control Offer as required by Section 4.15 of the
        Indenture.

       

      (b)           If
        the aggregate amount of Excess Proceeds exceeds $30.0 million to the extent
        and
        in the manner required under Sections 3.09 and 4.10 of the Indenture, the
        Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”)
        pursuant to Section 3.09 of the Indenture and to the extent required by the
        terms of other Pari Passu Indebtedness, to all holders of other Pari Passu
        Indebtedness outstanding with similar provisions requiring the Company to
        make
        an offer to purchase such Pari Passu Indebtedness with the proceeds from
        any
        Asset Sale (“Pari Passu Notes”), to purchase the maximum principal amount of
        Notes and any such Pari Passu Notes to which the Asset Sale Offer applies
        that
        may be purchased out of the Excess Proceeds, at an offer price in cash in
        an
        amount equal to 100% of the principal amount of the Notes and such Pari Passu
        Notes plus accrued and unpaid interest and Additional Interest, if any, thereon
        to the date of purchase, in accordance with the procedures set forth in the
        Indenture or agreements governing the Pair Passu Notes, as
        applicable.  To the extent that the aggregate amount of Notes tendered
        pursuant to an Asset Sale Offer is less than the amount the Company is required
        to repurchase, the Company may use any remaining Excess Proceeds for any
        purpose
        not prohibited by the Indenture.  If the aggregate principal amount of
        Notes surrendered by Holders thereof and other Pari Passu Notes surrendered
        by
        holders or lenders, collectively, exceeds the amount the Company is required
        to
        repurchase, the Trustee shall select the Notes and Pari Passu Notes to be
        purchased on a pro rata basis (with such adjustments as may be deemed
        appropriate by the Trustee so that only Notes in denominations of $2,000,
        or
        integral multiples of $1,000, shall be purchased) on the basis of the aggregate
        principal amount of tendered Notes and Pari Passu Notes.  Holders of
        Notes that are the subject of an offer to purchase will receive an Asset
        Sale
        Offer from the Company prior to any related purchase date and may elect to
        have
        such Notes purchased by completing the form entitled “Option of Holder to Elect
        Purchase” on the reverse of the Notes.

       

      8.           Notice
        of Redemption.  Notice of redemption will be mailed at least 30
        days but not more than 60 days before the redemption date to each Holder
        whose
        Notes are to be redeemed at its registered address.  Notes in
        denominations larger than $2,000 may be redeemed in part but only in whole
        multiples of $1,000, unless all of the Notes held by a Holder are to be
        redeemed.  On and after the redemption date interest and Additional
        Interest, if any, cease to accrue on Notes or portions thereof called for
        redemption.

       

      9.           Denominations,
        Transfer, Exchange.  The Notes are in registered form without
        coupons in denominations of $2,000 and integral multiples of
        $1,000.  The transfer of Notes may be registered and Notes may be
        exchanged as provided in the Indenture.  The Registrar and the Trustee
        may require a Holder, among other things, to furnish appropriate endorsements
        and transfer documents and the Company may require a Holder to pay any taxes
        and
        fees required by law or permitted by the Indenture.  The Company need
        not exchange or register the transfer of any Note or portion of a Note selected
        for redemption, except for the unredeemed portion of any Note being redeemed
        in
        part.  Also, it need not exchange or register the transfer of any
        Notes for a period of 15 days before a selection of Notes to be redeemed
        or
        during the period between a record date and the corresponding Interest Payment
        Date.

       

      10.           Persons
        Deemed Owners.  The registered Holder of a Note may be treated as
        its owner for all purposes.

       

      11.           Amendment,
        Supplement and Waiver.  Subject to certain exceptions, the
        Indenture or the Notes may be amended or supplemented with the consent of
        the
        Holders of at least a majority in principal amount of the then outstanding
        Notes, and any existing default or compliance with any provision of the
        Indenture or the Notes may be waived with the consent of the Holders of a
        majority in principal amount of the then outstanding Notes.  Without
        the consent of any Holder of a Note, the Indenture or the Notes may be amended
        or supplemented to cure any ambiguity, defect or inconsistency, to provide
        for
        uncertificated Notes in addition to or in place of certificated Notes, to
        provide for the assumption of the Company’s obligations to Holders of the Notes
        pursuant to Article 5 of the Indenture, to secure the Notes pursuant to Section
        4.12 of the Indenture or otherwise, to make any change that would provide
        any
        additional rights or benefits to the Holders of the Notes or that does not
        adversely affect the legal rights under the Indenture of any such Holder,
        to
        provide for the issuance of Additional Notes in accordance with the limitations
        set forth in the Indenture, to add any additional Guarantor with respect
        to the
        Notes or to release any Guarantor from its Subsidiary Guarantee, in each
        case as
        provided in the Indenture, or to comply with the requirements of the SEC
        in
        order to effect or maintain the qualification of the Indenture under the
        Trust
        Indenture Act.

       

      12.           Defaults
        and Remedies.  If any Event of Default occurs and is continuing,
        the Trustee or the Holders of at least 25% in principal amount of the then
        outstanding Notes may declare all the Notes to be due and payable
        immediately.  Notwithstanding the preceding, in the case of an Event
        of Default arising from certain events of bankruptcy, insolvency or
        reorganization with respect to the Company or any Significant Subsidiary
        described in Section 6.01(h) or 6.01(i) of the Indenture, all outstanding
        Notes
        will become due and payable without further action or notice.  Holders
        may not enforce the Indenture or the Notes except as provided in the
        Indenture.  Subject to certain limitations, Holders of a majority in
        principal amount of the then outstanding Notes may direct the Trustee in
        its
        exercise of any trust or power conferred on it.  The Trustee may
        withhold from Holders of the Notes notice of any continuing Default or Event
        of
        Default (except a Default or Event of Default relating to the payment of
        principal, interest, premium or Additional Interest) if it determines that
        withholding notice is in their interest.  The Holders of a majority in
        aggregate principal amount of the Notes then outstanding by notice to the
        Trustee may on behalf of the Holders of all of the Notes waive any existing
        Default or Event of Default and its consequences under the Indenture except
        a
        continuing Default or Event of Default in the payment of the principal of
        or
        premium, interest or Additional Interest, if any, on the Notes.  The
        Company is required to deliver to the Trustee annually a statement regarding
        compliance with the Indenture, and, so long as any Notes are outstanding,
        the
        Company is required upon becoming aware of any Default or Event of Default,
        to
        deliver to the Trustee a statement specifying such Default or Event of
        Default.

       

      13.           Defeasance
        and Discharge.  The Notes are subject to defeasance and discharge
        upon the terms and conditions specified in the Indenture.

       

      14.           Trustee
        Dealings with Company.  The Trustee, in its individual or any
        other capacity, may make loans to, accept deposits from, and perform services
        for the Company or its Affiliates, and may otherwise deal with the Company
        or
        its Affiliates, as if it were not the Trustee.

       

      15.           No
        Recourse Against Others.  No past, present or future director,
        officer, employee, incorporator, member, partner or stockholder or other
        owner
        of Capital Stock of the Company or any Guarantor, as such, shall have any
        liability for any obligations of the Company or any Guarantor under the Notes,
        the Subsidiary Guarantees or the Indenture or for any claim based on, in
        respect
        of, or by reason of, such obligations or their creation.  Each Holder
        by accepting a Note waives and releases all such liability.  The
        waiver and release are part of the consideration for the issuance of the
        Notes.

       

      16.           Authentication.  This
        Note shall not be valid until authenticated by the manual signature of an
        authorized signatory of the Trustee or an authenticating agent.

       

      17.           Abbreviations.  Customary
        abbreviations may be used in the name of a Holder or an assignee, such as:
        TEN
        COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
        (=
        joint tenants with right of survivorship and not as tenants in common), CUST
        (=
        Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

       

      18.           Additional
        Rights of Holders of Transfer Restricted Securities.  In addition
        to the rights provided to Holders of Notes under the Indenture, Holders of
        Transfer Restricted Securities shall have all the rights set forth in the
        Registration Rights Agreement dated as of June 13, 2007, among the Company,
        the
        Guarantors and the Initial Purchasers named on the signature page thereof
        (the
“Registration Rights Agreement”).

       

      19.           CUSIP
        Numbers.  Pursuant to a recommendation promulgated by the
        Committee on Uniform Security Identification Procedures, the Company has
        caused
        CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and
        the
        Trustee may use CUSIP numbers in notices of redemption as a convenience to
        Holders.  No representation is made as to the accuracy of such numbers
        either as printed on the Notes or as contained in any notice of redemption
        and
        reliance may be placed only on the other identification numbers placed
        thereon.

       

      20.           Governing
        Law.  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND
        CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

       

      21.           Successor
        Corporation.  In the event a successor assumes all the obligations
        of the Company under the Notes and the Indenture, pursuant to the terms thereof,
        the Company will be released from all such obligations.

       

      The
        Company will furnish to any Holder upon written request and without charge
        a
        copy of the Indenture and/or the Registration Rights
        Agreement.  Requests may be made to:

       

      Bristow
        Group Inc.

      2000
        West Sam Houston Parkway
        South

      Suite
        1700

      Houston,
        Texas 77042

      Attention:
        Chief Financial
        Officer

      Fax
        No.:   (713)
        267-7620


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ASSIGNMENT
        FORM

       

      To
        assign
        this Note, fill in the form below:

       

      I
        or we
        assign and transfer this Note to

       

      


      Print
        or
        type assignee’s name, address and zip code)

       

      


      (Insert
        assignee’s soc. sec. or tax I.D. No.)

       

      and
        irrevocably appoint __________________ agent to transfer this Note on the
        books
        of the Company.  The agent may substitute another to act for
        him.

       

      Date:                                                      Your
        Signature:

      Sign
        exactly as your name appears on
        the other side of this Note.

       

      In
        connection with any transfer of any of the Notes evidenced by this certificate
        occurring prior to the expiration of the period referred to in Rule 144(k)
        under
        the Notes Act after the later of the date of original issuance of such Notes
        and
        the last date, if any, on which such Notes were owned by the Company or any
        Affiliate of the Company, the undersigned confirms that such Notes are being
        transferred in accordance with its terms:

       

      CHECK
        ONE
        BOX BELOW

       

      
        	
                 

              	
                (1)

              	
                o

              	
                to
                  the Company; or

              


      

       

      
        	
                 

              	
                (2)

              	
                o

              	
                pursuant
                  to an effective registration statement under the Securities Act
                  of 1933;
                  or

              


      

       

      
        	
                 

              	
                (3)

              	
                o

              	
                inside
                  the United States to a “qualified institutional buyer” (as defined in Rule
                  144A under the Securities Act of 1933) that purchases for its own
                  account
                  or for the account of a qualified institutional buyer to whom notice
                  is
                  given that such transfer is being made in reliance on Rule 144A,
                  in each
                  case pursuant to and in compliance with Rule 144A under the Securities
                  Act
                  of 1933; or

              


      

       

      
        	
                 

              	
                (4)

              	
                o

              	
                outside
                  the United States in an offshore transaction within the meaning
                  of
                  Regulation S under the Securities Act in compliance with Rule 904
                  under
                  the Securities Act of 1933; or

              


      

       

      
        	
                 

              	
                (5)

              	
                o

              	
                pursuant
                  to the exemption from registration provided by Rule 144 under the
                  Securities Act of 1933.

              


      

       

      Unless
        one of the boxes is checked, the Trustee will refuse to register any of the
        Notes evidenced b this certificate in the name of any person other than the
        registered holder thereof; provided, however, that if box (4) or (5) is checked,
        the Trustee shall be entitled to require, prior to registering any such transfer
        of the Securities, such legal opinions, certifications and other information
        as
        the Company has reasonably requested to confirm that such transfer is being
        made
        pursuant to an exemption from, or in a transaction not subject to, the
        registration requirements of the Securities Act of 1933, such as the exemption
        provided by Rule 144 under such Act.

       

      
        	
                Signature
                  Guarantee:

              	
                Signature

              
	
                Signature

              	
                Signature

              


      

      


       

      Signatures
        must be guaranteed by an “eligible guarantor institution” meeting the
        requirements of the Registrar, which requirements include membership or
        participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
        other “signature guarantee program” as may be determined by the Registrar in
        addition to, or in substitution for, STAMP, all in accordance with the
        Securities Exchange Act of 1934, as amended.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      TO
        BE
        COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

       

      The
        undersigned represents and warrants that it is purchasing this Note for its
        own
        account or an account with respect to which it exercises sole investment
        discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, and is
        aware
        that the sale to it is being made in reliance on Rule 144A and acknowledges
        that
        it has received such information regarding the Company as the undersigned
        has
        requested pursuant to Rule 144A or has determined not to request such
        information and that it is aware that the transferor is relying upon the
        undersigned’s foregoing representations in order to claim the exemption from
        registration provided by Rule 144A.

       

      


       

      Dated:                      

      Notice:  To
        be executed by
        an executive officer

       

      


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      OPTION
        OF HOLDER TO ELECT PURCHASE

       

      If
        you
        want to elect to have this Note purchased by the Company pursuant to Section
        4.10 or 4.15 of the Indenture, check the box below:

       

      o  Section
        4.10                                                                           o  Section
        4.15

       

      


       

      If
        you
        want to elect to have only part of this Note purchased by the Company pursuant
        to Section 4.10 or Section 4.15 of the Indenture, state the amount (in minimum
        denomination of $1,000 or integral multiples thereof) you elect to have
        purchased:  $____________

       

      Dated:                      

      (Sign
        exactly as your name appears on
        the Note)

       

      


       

      Soc.
        Sec. or Tax Identification
        No.:                                                                           

       

      


       

      Signature
        Guarantee:

       

      


       

      


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      SCHEDULE
        A

       

      SCHEDULE
        OF INCREASES OR DECREASES IN GLOBAL NOTE

       

      The
        following increases or decreases in this Global Note have been
        made:

       

      
        	
                
                  Date

                   

                

              	
                
                  Amount
                    of decrease in Principal Amount of this Global Note

                   

                

              	
                
                  Amount
                    of increase in Principal Amount of this Global Note

                   

                

              	
                
                  Principal
                    Amount of this Global Note following such decrease or
                    increase

                   

                

              	
                
                  Signature
                    of authorized officer of Trustee or Notes Custodian