ex4w1-080208.htm


    
      
        EXHIBIT
          4.1



       

      


    

    


     

    BRISTOW
      GROUP INC.

     

    AND

     

    THE
      GUARANTORS NAMED ON THE SIGNATURE PAGE HERETO

     

    71⁄2%
      SENIOR NOTES DUE 2017

     

    __________________

     

    INDENTURE

     

    Dated
      as of June 13, 2007

     

    __________________

     

    U.S.
      BANK NATIONAL ASSOCIATION

     

    As
      Trustee

     

    __________________

     

    


     

    
      


       

      


    


    
      
              

                                       
    

         

      

      
         

        
          

        

      

      
         

      

    


    CROSS-REFERENCE
      TABLE

     

    
      	
              
                Trust
                  Indenture

                Act
                  Section

              

            	 	
              
                Indenture

                Section

              

            
	 	 	 
	
              310(a)(1)

            	 	
              7.10

            
	
              (a)(2)

            	 	
              7.10

            
	
              (a)(3)

            	 	
              N/A

            
	
              (a)(4)

            	 	
              N/A

            
	
              (a)(5)

            	 	
              7.10

            
	
              (b)

            	 	
              7.10

            
	
              (c)

            	 	
              N/A

            
	
              311(a)

            	 	
              7.11

            
	
              (b)

            	 	
              7.11

            
	
              (c)

            	 	
              N/A

            
	
              312(a)

            	 	
              2.05

            
	
              (b)

            	 	
              11.03

            
	
              (c)

            	 	
              11.03

            
	
              313(a)

            	 	
              7.06

            
	
              (b)(1)

            	 	
              7.06

            
	
              (b)(2)

            	 	
              7.06,
                7.07

            
	
              (c)

            	 	
              7.06,
                11.02

            
	
              (d)

            	 	
              7.06

            
	
              314(a)

            	 	
              4.03,
                11.02

            
	
              (b)

            	 	
              N/A

            
	
               (c)(1)

            	 	
              11.04

            
	
              (c)(2)

            	 	
              11.04

            
	
              (c)(3)

            	 	
              N/A

            
	
              (d)

            	 	
              N/A

            
	
              (e)

            	 	
              11.05

            
	
              (f)

            	 	
              N/A

            
	
              315(a)

            	 	
              7.01

            
	
              (b)

            	 	
              7.05,
                11.02

            
	
              (c)

            	 	
              7.01

            
	
              (d)

            	 	
              7.01

            
	
              (e)

            	 	
              6.11

            
	
              316(a)(last
                sentence)

            	 	
              2.09

            
	
              (a)(1)(A)

            	 	
              6.05

            
	
              (a)(1)(B)

            	 	
              6.04

            
	
              (a)(2)

            	 	
              N/A

            
	
              (b)

            	 	
              6.07

            
	
              (c)

            	 	
              2.12

            
	
              317(a)(1)

            	 	
              6.08

            
	
              (a)(2)

            	 	
              6.09

            
	
              (b)

            	 	
              2.04

            
	
              318(a)

            	 	
              11.01

            
	
              (b)

            	 	
              N/A

            
	
              (c)

            	 	
              11.01

            


    

    


    N/A
      means
      not applicable.

    *
      This
      Cross-Reference Table is not part of the Indenture.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


     

    TABLE
      OF CONTENTS

     

     

    ARTICLE
      1

     

     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    
      	
              Section
                1.01

            	
              Definitions.

            	
              1

            	 
	
              Section
                1.02

            	
              Other
                Definitions

            	
              20

            	 
	
              Section
                1.03

            	
              Incorporation
                by Reference of Trust Indenture Act.

            	
              21

            	 
	
              Section
                1.04

            	
              Rules
                of Construction

            	
              21

            	 
	 	 	 
	
              ARTICLE
                2

              THE
                NOTES

            	 
	 	 	 
	
              Section
                2.01

            	
              Form
                and Dating

            	
              21

            	 
	
              Section
                2.02

            	
              Execution
                and Authentication

            	
              21

            	 
	
              Section
                2.03

            	
              Registrar
                and Paying Agent

            	
              22

            	 
	
              Section
                2.04

            	
              Paying
                Agent to Hold Money in Trust

            	
              22

            	 
	
              Section
                2.05

            	
              Noteholder
                Lists

            	
              22

            	 
	
              Section
                2.06

            	
              Transfer
                and Exchange

            	
              22

            	 
	
              Section
                2.07

            	
              Replacement
                Notes

            	
              23

            	 
	
              Section
                2.08

            	
              Outstanding
                Notes

            	
              23

            	 
	
              Section
                2.09

            	
              Temporary
                Notes

            	
              23

            	 
	
              Section
                2.10

            	
              Cancellation

            	
              23

            	 
	
              Section
                2.11

            	
              Defaulted
                Interest.

            	
              23

            	 
	
              Section
                2.12

            	
              CUSIP
                Numbers

            	
              24

            	 
	
              Section
                2.13

            	
              Issuance
                of Additional Notes

            	
              24

            	 
	 	 	 	 
	
              ARTICLE
                3

              REDEMPTION
                AND PREPAYMENT

            	 	 
	
              Section
                3.01

            	
              Notices
                to Trustee

            	
              25

            	 
	
              Section
                3.02

            	
              Selection
                of Notes to Be Redeemed

            	
              25

            	 
	
              Section
                3.03

            	
              Notice
                of Redemption

            	
              25

            	 
	
              Section
                3.04

            	
              Effect
                of Notice of Redemption

            	
              26

            	 
	
              Section
                3.05

            	
              Deposit
                of Redemption Price

            	
              26

            	 
	
              Section
                3.06

            	
              Notes
                Redeemed in Part

            	
              27

            	 
	
              Section
                3.07

            	
              Optional
                Redemption

            	
              27

            	 
	
              Section
                3.08

            	
              Mandatory
                Redemption

            	
              28

            	 
	
              Section
                3.09

            	
              Offer
                to Purchase by Application of Excess Proceeds.

            	
              28

            	 
	 	 	 	 
	
              ARTICLE
                3

              COVENANTS

            	 	 
	 	 	 	 
	
              Section
                4.01

            	
              Payment
                of Notes

            	
              29

            	 
	
              Section
                4.02

            	
              Maintenance
                of Office or Agency

            	
              30

            	 
	
              Section
                4.03

            	
              Reports

            	
              30

            	 
	
              Section
                4.04

            	
              Compliance
                Certificate

            	
              31

            	 
	
              Section
                4.05

            	
              Taxes

            	
              31

            	 
	
              Section
                4.06

            	
              Stay,
                Extension and Usury Laws.

            	
              32

            	 
	
              Section
                4.07

            	
              Limitation
                on Restricted Payments.

            	
              32

            	 
	
              Section
                4.08

            	
              Limitation
                on Dividend and Other Payment Restrictions Affecting
                Subsidiaries.

            	
              35

            	 
	
              Section
                4.09

            	
              Limitation
                on Incurrence of Indebtedness and Issuance of Preferred
                Stock

            	
              36

            	 
	
              Section
                4.10

            	
              Limitation
                on Asset Sales.

            	
              39

            	 
	
              Section
                4.11

            	
              Limitation
                on Transactions with Affiliates.

            	
              41

            	 
	
              Section
                4.12

            	
              Limitation
                on Liens

            	
              42

            	 
	
              Section
                4.13

            	
              Additional
                Subsidiary Guarantees.

            	
              42

            	 
	
              Section
                4.14

            	
              Corporate
                Existence

            	
              42

            	 
	
              Section
                4.15

            	
              Offer
                to Repurchase Upon Change of Control.

            	
              42

            	 
	
              Section
                4.16

            	
              No
                Inducements.

            	
              44

            	 
	
              Section
                4.17

            	
              Investment
                Grade Covenants

            	
              44

            	 
	 	 	 	 
	
              ARTICLE
                5

              SUCCESSORS

            	 	 
	 	 	 	 
	
              Section
                5.01

            	
              Merger,
                Consolidation, or Sale of Assets

            	
              46

            	 
	
              Section
                5.02

            	
              Successor
                Corporation Substituted

            	
              46

            	 
	 	 	 	 
	
              ARTICLE
                6

              DEFAULTS
                AND REMEDIES

            	 	 
	
              Section
                6.01

            	
              Events
                of Default

            	
              47

            	 
	
              Section
                6.02

            	
              Acceleration

            	
              48

            	 
	
              Section
                6.03

            	
              Other
                Remedies

            	
              49

            	 
	
              Section
                6.04

            	
              Waiver
                of Past Defaults

            	
              49

            	 
	
              Section
                6.05

            	
              Control
                by Majority

            	
              49

            	 
	
              Section
                6.06

            	
              Limitation
                on Suits

            	
              49

            	 
	
              Section
                6.07

            	
              Rights
                of Holders of Notes to Receive Payment.

            	
              50

            	 
	
              Section
                6.08

            	
              Collection
                Suit by Trustee

            	
              50

            	 
	
              Section
                6.09

            	
              Trustee
                May File Proofs of Claim.

            	
              50

            	 
	
              Section
                6.10

            	
              Priorities.

            	
              51

            	 
	
              Section
                6.11

            	
              Undertaking
                for Costs..

            	
              51

            	 
	 	 	 	 
	
              ARTICLE
                7

              TRUSTEE

            	 	 
	 	 	 	 
	
              Section
                7.01

            	
              Duties
                of Trustee

            	
              51

            	 
	
              Section
                7.02

            	
              Rights
                of Trustee

            	
              52

            	 
	
              Section
                7.03

            	
              Individual
                Rights of Trustee

            	
              53

            	 
	
              Section
                7.04

            	
              Trustee’s
                Disclaimer

            	
              53

            	 
	
              Section
                7.05

            	
              Notice
                of Defaults.

            	
              53

            	 
	
              Section
                7.06

            	
              Reports
                by Trustee to Holders of the Notes

            	
              53

            	 
	
              Section
                7.07

            	
              Compensation
                and Indemnity.

            	
              54

            	 
	
              Section
                7.08

            	
              Replacement
                of Trustee

            	
              54

            	 
	
              Section
                7.09

            	
              Successor
                Trustee by Merger, etc.

            	
              55

            	 
	
              Section
                7.10

            	
              Eligibility;
                Disqualification.

            	
              55

            	 
	
              Section
                7.11

            	
              Preferential
                Collection of Claims Against Company..

            	
              56

            	 
	 	 	 	 
	
              ARTICLE
                8

              LEGAL
                DEFEASANCE AND COVENANT DEFEASANCE

            	 	 
	 	 	 	 
	
              Section
                8.01

            	
              Option
                to Effect Legal Defeasance or Covenant Defeasance..

            	
              56

            	 
	
              Section
                8.02

            	
              Legal
                Defeasance and Discharge..

            	
              56

            	 
	
              Section
                8.03

            	
              Covenant
                Defeasance..

            	
              56

            	 
	
              Section
                8.04

            	
              Conditions
                to Legal or Covenant Defeasance..

            	
              57

            	 
	
              Section
                8.05

            	
              Deposited
                Money and Government Securities to be Held in Trust; Other Miscellaneous
                Provisions..

            	
              58

            	 
	
              Section
                8.06

            	
              Repayment
                to Company..

            	
              58

            	 
	
              Section
                8.07

            	
              Reinstatement..

            	
              59

            	 
	
              Section
                8.08

            	
              Discharge..

            	
              59

            	 
	 	 	 	 
	
              ARTICLE
                9

              AMENDMENT,
                SUPPLEMENT AND WAIVER

            	 	 
	 	 	 	 
	
              Section
                9.01

            	
              Without
                Consent of Holders of Notes..

            	
              60

            	 
	
              Section
                9.02

            	
              With
                Consent of Holders of Notes..

            	
              60

            	 
	
              Section
                9.03

            	
              Compliance
                with Trust Indenture Act..

            	
              61

            	 
	
              Section
                9.04

            	
              Revocation
                and Effect of Consents..

            	
              62

            	 
	
              Section
                9.05

            	
              Notation
                on or Exchange of Notes..

            	
              62

            	 
	
              Section
                9.06

            	
              Trustee
                to Sign Amendments, etc.

            	
              62

            	 
	 	 	 	 
	
              ARTICLE
                10

              GUARANTEES
                OF NOTES

            	 	 
	 	 	 	 
	
              Section
                10.01

            	
              Subsidiary
                Guarantees.

            	
              62

            	 
	
              Section
                10.02

            	
              [Reserved]

            	
              63

            	 
	
              Section
                10.03

            	
              Guarantors
                May Consolidate, etc., on Certain Terms.

            	
              63

            	 
	
              Section
                10.04

            	
              Releases
                Following Sale of Assets

            	
              64

            	 
	
              Section
                10.05

            	
              Releases
                Following Designation as an Unrestricted Subsidiary.

            	
              64

            	 
	
              Section
                10.06

            	
              Limitation
                on Guarantor Liability.

            	
              64

            	 
	
              Section
                10.07

            	
              “Trustee”
                to Include Paying Agent.

            	
              64

            	 
	 	 	 	 
	
              ARTICLE
                11

              MISCELLANEOUS

            	 	 
	 	 	 	 
	
              Section
                11.01

            	
              Trust
                Indenture Act Controls

            	
              65

            	 
	
              Section
                11.02

            	
              Notices

            	
              65

            	 
	
              Section
                11.03

            	
              Communication
                by Holders of Notes with Other Holders of Notes

            	
              66

            	 
	
              Section
                11.04

            	
              Certificate
                and Opinion as to Conditions Precedent

            	
              66

            	 
	
              Section
                11.05

            	
              Statements
                Required in Certificate or Opinion.

            	
              66

            	 
	
              Section
                11.06

            	
              Rules
                by Trustee and Agents..

            	
               66

            	 
	
              Section
                11.07

            	
              No
                Personal Liability of Directors, Officers, Employees and
                Stockholders.

            	
               66

            	 
	
              Section
                11.08

            	
              Governing
                Law.

            	
               67

            	 
	
              Section
                11.09

            	
              Section
                11.09. No Adverse Interpretation of Other Agreements.

            	
               67

            	 
	
              Section
                11.10

            	
              Successors.

            	
               67

            	 
	
              Section
                11.11

            	
              Severability
                n.

            	
               67

            	 
	
              Section
                11. 12

            	
              Table
                of Contents, Headings, etc.

            	
               67

            	 
	
              Section
                11. 13

            	
              Counterparts.

            	
               67

            	 
	 	 	 	 


    

    


     

    APPENDIX
      AND ANNEXES

     

    RULE
      144A/REGULATION S APPENDIXApp. - 1

    EXHIBIT
      1Form of Initial
      Note

    EXHIBIT
      AForm of Exchange Note or
      Private Exchange Note

    ANNEX
      AForm of Supplemental IndentureA - 1

    ANNEX
      BRegistration Rights AgreementB - 1

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    This
      Indenture, dated as of June 13, 2007, is among Bristow Group Inc., a Delaware
      corporation (the “Company”), the guarantors listed on the signature page hereto
      (each, a “Guarantor” and, collectively, the “Guarantors”) and U.S. Bank National
      Association, as trustee (the “Trustee”).

     

    The
      Company, the Guarantors and the Trustee agree as follows for the benefit of
      each
      other and for the equal and ratable benefit of the Holders of the Company’s
      Initial Notes, Exchange Notes, Private Exchange Notes and Additional
      Notes:

     

    ARTICLE
      1

     

    DEFINITIONS
      AND INCORPORATION

     

    BY
      REFERENCE

     

    Section
      1.01  Definitions.

     

    “Additional
      Assets” means:

     

    (1)any
      Productive Assets;

     

    (2)the
      Capital Stock of a Person that becomes a Restricted Subsidiary as a result
      of
      the acquisition of such Capital Stock by the Company or another Restricted
      Subsidiary; or

     

    (3)Capital
      Stock constituting a minority interest in any Person that at such time is a
      Restricted Subsidiary;

     

    provided,
      however, that any such Restricted Subsidiary described in clause (2) or (3)
      above is primarily engaged in the business of providing helicopter
      transportation services to the oil and gas industry (or any business that is
      reasonably complementary or related thereto as determined in good faith by
      the
      Board of Directors of the Company).

     

    “Additional
      Notes” means, subject to the Company’s compliance with Section 4.09, Notes
      issued from time to time after the Initial Issuance Date under the terms of
      this
      Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this
      Indenture and other than Exchange Notes or Private Exchange Notes issued
      pursuant to an exchange offer for other Notes outstanding under this
      Indenture).

     

    “Additional
      Interest” means all Additional Interest then owing pursuant to Section 6 of the
      Registration Rights Agreement referred to in clause (1) of the definition of
      “Registration Rights Agreement” in the Appendix.

     

    “Adjusted
      Treasury Rate” means, with respect to any redemption date, (a) the yield, under
      the heading which represents the average for the immediately preceding week,
      appearing in the most recently published statistical release designated
“H.15(519)” or any successor publication which is published weekly by the Board
      of Governors of the Federal Reserve System and which establishes yields on
      actively traded United States Treasury securities adjusted to constant maturity
      under “Treasury Constant Maturities,” for the maturity corresponding to the
      Comparable Treasury Issue (if no maturity is within three months before or
      after
      September 15, 2012, yields for the two published maturities most closely
      corresponding to the Comparable Treasury Issue shall be determined and the
      Adjusted Treasury Rate shall be interpolated or extrapolated from such yields
      on
      a straight line basis, rounding to the nearest month) or (b) if such release
      (or
      any successor release) is not published during the week preceding the
      calculation date or does not contain such yields, the rate per year equal to
      the
      semi-annual equivalent yield to maturity of the Comparable Treasury Issue
      (expressed as a percentage of its principal amount) equal to the Comparable
      Treasury Price for such redemption date, in each case calculated on the third
      Business Day immediately preceding the redemption date, plus 0.50%.

     

    “Affiliate”
      of any specified Person means any other Person, directly or indirectly,
      controlling or controlled by or under direct or indirect common control with
      such specified Person.  For the purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
      and policies of such Person, directly or indirectly, whether through the
      ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
      foregoing.

     

    “Agent”
      means any Registrar, Paying Agent or co-registrar.

     

    “Agent
      Members” has the meaning provided in the Appendix.

     

    “Applicable
      Law,” except as the context may otherwise require, means all applicable laws,
      rules, regulations, ordinances, judgments, decrees, injunctions, writs and
      orders of any court or governmental or congressional agency or authority and
      rules, regulations, orders, licenses and permits of any United States federal,
      state, municipal, regional, or other governmental body, instrumentality, agency
      or authority.

     

    “Applicable
      Premium” means, with respect to a Note at any redemption date, the greater of
      (a) 1.00% of the principal amount of such Note and (b) the excess of (A) the
      present value at such redemption date of (1) the redemption price of such Note
      on September 15, 2012 (such redemption price as determined under Section
      3.07(a)) plus (2) all required remaining scheduled interest payments due on
      such
      Note through September 15, 2012 (but excluding accrued and unpaid interest
      and Additional Interest, if any, to the redemption date), computed using a
      discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount
      of such Note on such redemption date.

     

    “Applicable
      Procedures” means, with respect to any transfer or exchange of beneficial
      interests in a Global Note, the rules and procedures of the Depository that
      apply to such transfer and exchange.

     

    “Asset
      Sale” means

     

    (1)the
      sale, lease, conveyance or other disposition (a “disposition”) of any properties
      or assets (including, without limitation, by way of a Sale/Leaseback
      Transaction), excluding dispositions in the ordinary course of business
      (provided that the disposition of all or substantially all of the properties
      or
      assets of the Company and its Subsidiaries (on a consolidated basis) will be
      governed by Section 5.01 of this Indenture and not by the provisions of Section
      4.10 hereof), and

     

    (2)the
      issue or sale by the Company or any of its Restricted Subsidiaries of Equity
      Interests of any of the Company’s Subsidiaries,

     

    whether
      in the case of clause (1) or (2), in a single transaction or a series of related
      transactions, provided that such transaction or series of transactions involves
      properties or assets having a Fair Market Value in excess of
      $15.0 million.  Notwithstanding the preceding, the following
      transactions will be deemed not to be Asset Sales:

     

    (a)a
      disposition of obsolete or excess equipment or other properties or
      assets;

     

    (b)a
      disposition of properties or assets by the Company to a Restricted Subsidiary
      or
      by a Restricted Subsidiary to the Company or to another Restricted
      Subsidiary;

     

    (c)a
      disposition of Equity Interests by a Restricted Subsidiary to the Company or
      to
      another Restricted Subsidiary;

     

    (d)a
      disposition of cash or Cash Equivalents or a disposition of properties or assets
      that constitutes a Restricted Payment that is permitted by this Indenture or
      a
      Permitted Investment;

     

    (e)a
      disposition of properties or assets in the ordinary course of business by the
      Company or any of its Restricted Subsidiaries to a Person that is an Affiliate
      of the Company or such Restricted Subsidiary and is engaged in the business
      of
      providing helicopter transportation services to the oil and gas industry (or
      a
      business that is reasonably complementary or related thereto as determined
      in
      good faith by the Board of Directors), which Person is an Affiliate solely
      because the Company or such Restricted Subsidiary has an Investment in such
      Person, provided that such transaction complies with Section 4.11
      hereof;

     

    (f)any
      charter or lease of any equipment or other properties or assets entered into
      in
      the ordinary course of business and with respect to which the Company or any
      Restricted Subsidiary thereof is the lessor, except any such charter or lease
      that provides for the acquisition of such properties or assets by the lessee
      during or at the end of the term thereof for an amount that is less than their
      fair market value at the time the right to acquire such properties or assets
      occurs;

     

    (g)any
      trade or exchange by the Company or any Restricted Subsidiary of equipment
      or
      other properties or assets for equipment or other properties or assets owned
      or
      held by another Person, provided that the Fair Market Value of the properties
      or
      assets traded or exchanged by the Company or such Restricted Subsidiary
      (together with any cash or Cash Equivalents) is reasonably equivalent to the
      Fair Market Value of the properties or assets (together with any cash or Cash
      Equivalents) to be received by the Company or such Restricted Subsidiary;
      provided further that any cash or Cash Equivalents received must be applied
      in
      accordance with Section 4.10 hereof;

     

    (h)a
      disposition in the ordinary course of business of inventory, receivables or
      other current assets; and

     

    (i)the
      creation or  perfection of a Lien (but not the sale or other
      disposition of the properties or assets subject to such Lien).

     

    The
      Fair
      Market Value of any non-cash proceeds of a disposition of properties or assets
      and of any properties or assets referred to in the foregoing clause (g) of
      this
      definition shall be set forth in an Officers’ Certificate delivered to the
      Trustee.

     

    “Attributable
      Indebtedness” in respect of a Sale/Leaseback Transaction means, at the time of
      determination, the present value (discounted at the rate of interest implicit
      in
      such transaction, determined in accordance with GAAP) of the obligation of
      the
      lessee for net rental payments during the remaining term of the lease included
      in such Sale/Leaseback Transaction (including any period for which such lease
      has been extended or may, at the option of the lessor, be
      extended).  As used in the preceding sentence, the “net rental
      payments” under any lease for any such period shall mean the sum of rental and
      other payments required to be paid with respect to such period by the lessee
      thereunder, excluding any amounts required to be paid by such lessee on account
      of maintenance and repairs, insurance, taxes, assessments, water rates or
      similar charges.  In the case of any lease that is terminable by the
      lessee upon payment of penalty, such net rental payment shall also include
      the
      amount of such penalty, but no rent shall be considered as required to be paid
      under such lease subsequent to the first date upon which it may be so
      terminated.

     

    “Bankruptcy
      Law” means Title 11, United States Code, as may be amended from time to time, or
      any similar federal or state law for the relief of debtors.

     

    “Board
      of
      Directors” means, as to any Person, the board of directors of such Person or any
      duly authorized committee thereof.

     

    “Bristow
      Aviation” means Bristow Aviation Holdings Limited, a company incorporated in
      England and Wales, and its successors.

     

    “Business
      Day” means any day other than a Legal Holiday.

     

    “Capital
      Lease Obligation” means, at the time any determination thereof is to be made,
      the amount of the liability in respect of a capital lease that would at such
      time be required to be capitalized on a balance sheet in accordance with
      GAAP.

     

    “Capital
      Stock” means

     

    (1) 
      in the case of a corporation, corporate stock;

     

    (2) 
      in the case of an association or business entity, any and all shares, interests,
      participations, rights or other equivalents (however designated) of corporate
      stock;

     

    (3) 
      in the case of a partnership or limited liability company, partnership or
      membership interests (whether general or limited); and

     

    (4) 
      any other interest or participation that confers on a Person the right to
      receive a share of the profits and losses of, or distributions of assets of,
      the
      issuing Person but, in each case, excluding any debt securities convertible
      into
      such equity.

     

    “Cash
      Equivalents” means

     

    (1) 
      securities issued or directly and fully guaranteed or insured by the government
      of the United States or any other country whose sovereign debt has a rating
      of
      at least A3 from Moody’s and at least A- from S&P or any agency or
      instrumentality thereof having maturities of not more than twelve months from
      the date of acquisition;

     

    (2) 
      certificates of deposit and Eurodollar time deposits with maturities of six
      months or less from the date of acquisition, bankers’ acceptances with
      maturities not exceeding six months and overnight bank deposits, in each case
      with any commercial bank organized under the laws of any country that is a
      member of the Organization for Economic Cooperation and Development having
      capital and surplus in excess of $500 million (or the equivalent thereof in
      any
      other currency or currency unit);

     

    (3) 
      repurchase obligations with a term of not more than seven days for underlying
      securities of the types described in clauses (1) and (2) above entered into
      with
      any financial institution meeting the qualifications specified in clause (2)
      above;

     

    (4) 
      commercial paper having the highest rating obtainable from Moody’s or S&P,
      or carrying an equivalent rating by a nationally recognized rating agency,
      if
      both of the two named rating agencies cease publishing ratings of investments,
      and in each case maturing within 270 days after the date of
      acquisition;

     

    (5) 
      deposits available for withdrawal on demand with any commercial bank not meeting
      the qualifications specified in clause (2) above, provided all such deposits
      do
      not exceed $3.0 million (or the equivalent thereof in any other currency or
      currency unit) in the aggregate at any one time; and

     

    (6) 
      money market mutual funds substantially all of the assets of which are of the
      type described in the foregoing clauses (1) through (4).

     

    “Change
      of Control” means the occurrence of any of the following:

     

    (1) 
      the sale, lease, transfer, conveyance or other disposition (other than by way
      of
      merger or consolidation), in one or a series of related transactions, of all
      or
      substantially all of the properties or assets of the Company and its Restricted
      Subsidiaries (determined on a consolidated basis);

     

    (2) 
      the adoption of a plan relating to the liquidation or dissolution of the
      Company;

     

    (3) 
      any “person” (as such term is used in Section 13(d)(3) of the Exchange Act)
      becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule
      13d-5 under the Exchange Act), directly or indirectly through one or more
      intermediaries, of more than 50% of the voting power of the outstanding Voting
      Stock of the Company; or

     

    (4) 
      the first day on which more than a majority of the members of the Board of
      Directors are not Continuing Directors;

     

    provided,
      however, that, with respect to clause (3) above a transaction in which the
      Company becomes a Subsidiary of another Person (other than a Person that is
      an
      individual) shall not constitute a Change of Control if

     

    (a) 
      the stockholders of the Company immediately prior to such transaction
“beneficially own” (as such term is defined in Rule 13d-3 and Rule 13d-5 under
      the Exchange Act), directly or indirectly through one or more intermediaries,
      at
      least a majority of the voting power of the outstanding Voting Stock of the
      Company immediately following the consummation of such transaction;
      and

     

    (b) 
      immediately following the consummation of such transaction, no “person” (as such
      term is defined above), other than such other Person (but including the holders
      of the Equity Interests of such other Person), “beneficially owns” (as such term
      is defined above), directly or indirectly through one or more intermediaries,
      more than 50% of the voting power of the outstanding Voting Stock of the
      Company.

     

    “Change
      of Control Trigger Event” means the occurrence of both a Change of Control and,
      during the period beginning on the earlier of (i) the date of the first public
      notice or announcement with respect to a Change of Control and (ii) the
      occurrence of a Change of Control, and, in either case, ending 90 days after
      the
      occurrence of such Change of Control, a Ratings Event.

     

    “Clearstream”
      means Clearstream Banking, société anonyme, or any successor securities clearing
      agency.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    “Common
      Stock” means the common stock of the Company, par value $0.01 per
      share.

     

    “Comparable
      Treasury Issue” means the United States Treasury security selected by the
      Quotation Agent as having a maturity comparable to the remaining term of the
      Notes from the redemption date to September 15, 2012, that would be
      utilized, at the time of selection and in accordance with customary financial
      practice, in pricing new issues of corporate debt securities of a maturity
      most
      nearly equal to September 15, 2012.

     

    “Comparable
      Treasury Price” means, with respect to any redemption date, if clause (b) of the
      Adjusted Treasury Rate is applicable, the average of three, or such lesser
      number as is obtained by the Trustee, Reference Treasury Dealer Quotations
      for
      such redemption date.

     

    “Consolidated
      Cash Flow” means, with respect to any Person for any period, the Consolidated
      Net Income of such Person for such period plus, to the extent deducted or
      excluded in calculating Consolidated Net Income for such period,

     

    (1) 
      an amount equal to any extraordinary loss plus any net loss realized by such
      Person or any of its Restricted Subsidiaries in connection with an Asset Sale
      and gains from Asset Sales of aircraft in the ordinary course of
      business;

     

    (2) 
      Consolidated Income Taxes of such Person and its Restricted
      Subsidiaries;

     

    (3) 
      Consolidated Interest Expense of such Person and its Restricted
      Subsidiaries,

     

    (4) 
      depreciation and amortization (including amortization of goodwill and other
      intangibles but excluding amortization of prepaid cash expenses that were paid
      in a prior period) of such Person and its Restricted Subsidiaries;
      and

     

    (5) 
      all other non-cash charges and non-cash write offs, including non-cash
      compensation expense and minority interest, of such Person and its Restricted
      Subsidiaries reducing Consolidated Net Income (excluding any such non-cash
      charge or write off to the extent that it represents an accrual of or reserve
      for cash expenditures in any future period or amortization of a prepaid cash
      expense that was paid in a prior period not included in the
      calculation),

     

    in
      each
      case, on a consolidated basis and determined in accordance with
      GAAP.  Notwithstanding the preceding sentence, clauses (1), (2), (3),
      (4) and (5) relating to amounts of a Restricted Subsidiary of a Person will
      be
      added to Consolidated Net Income to compute Consolidated Cash Flow of such
      Person only to the extent (and in the same proportion) that the net income
      (loss) of such Restricted Subsidiary was included in calculating the
      Consolidated Net Income of such Person.

     

    “Consolidated
      Income Taxes” means, with respect to any Person for any period, taxes imposed
      upon such Person or other payments required to be made by such Person by any
      governmental authority which taxes or other payments are calculated by reference
      to the income or profits of such Person or such Person and its Restricted
      Subsidiaries (to the extent such income or profits were included in computing
      Consolidated Net Income for such period), regardless of whether such taxes
      or
      payments are required to be remitted to any governmental authority.

     

    “Consolidated
      Interest Coverage Ratio” means with respect to any Person for any period, the
      ratio of the Consolidated Cash Flow of such Person for such period to the
      Consolidated Interest Expense of such Person for such period; provided, however,
      that the Consolidated Interest Coverage Ratio shall be calculated giving pro
      forma effect to each of the following transactions as if each such transaction
      had occurred at the beginning of the applicable four-quarter reference
      period:

     

    (1) 
      any incurrence, assumption, guarantee, repayment, repurchase, defeasance or
      redemption by such Person or any of its Restricted Subsidiaries of any
      Indebtedness (other than revolving credit borrowings) subsequent to the
      commencement of the period for which the Consolidated Interest Coverage Ratio
      is
      being calculated but prior to the date on which the event for which the
      calculation of the Consolidated Interest Coverage Ratio is made (the
“Calculation Date”);

     

    (2) 
      any acquisition that has been made by such Person or any of its Restricted
      Subsidiaries, including, through a merger or consolidation, and including any
      related financing transactions, during the four-quarter reference period or
      subsequent to such reference period and on or prior to the Calculation Date;
      and

     

    (3) 
      any other transaction that may be given pro forma effect in accordance with
      Article 11 of Regulation S-X as in effect from time to time;

     

    provided,
      further, however, that (A) the Consolidated Cash Flow attributable to
      discontinued operations, as determined in accordance with GAAP, and operations
      or businesses disposed of prior to the Calculation Date, shall be excluded
      and
      (B) the Consolidated Interest Expense attributable to discontinued operations,
      as determined in accordance with GAAP, and operations or businesses disposed
      of
      prior to the Calculation Date, shall be excluded, but only to the extent that
      the obligations giving rise to such Consolidated Interest Expense will not
      be
      obligations of the referent Person or any of its Restricted Subsidiaries
      following the Calculation Date.  For purposes of this definition,
      whenever pro forma effect is to be given to any calculation under this
      definition, the pro forma calculations will be determined in good faith by
      a
      responsible financial or accounting officer of the Company (including pro forma
      expense and cost reductions calculated on a basis consistent with Regulation
      S-X
      under the Securities Act). If any Indebtedness bears a floating rate of interest
      and is being given pro forma effect, the interest expense on such Indebtedness
      will be calculated as if the rate in effect on the date of determination had
      been the applicable rate for the entire period (taking into account any interest
      rate agreement applicable to such Indebtedness if such interest rate agreement
      has a remaining term in excess of 12 months).

     

    “Consolidated
      Interest Expense” means, with respect to any Person for any period, the sum,
      without duplication, of

     

    (1) 
      the consolidated interest expense of such Person and its Restricted Subsidiaries
      for such period, whether paid or accrued (including amortization of original
      issue discount, non-cash interest payments, the interest component of any
      deferred payment obligations, the interest component of all payments associated
      with Capital Lease Obligations, commissions, discounts and other fees and
      charges incurred in respect of letter of credit or bankers’ acceptance
      financings, and net payments (if any) pursuant to Hedging Obligations but
      excluding amortization of debt issuance costs); and

     

    (2) 
      the consolidated interest expense of such Person and its Restricted Subsidiaries
      that was capitalized during such period.

     

    “Consolidated
      Net Income” means, with respect to any Person for any period, the aggregate of
      the Net Income of such Person and its Restricted Subsidiaries for such period,
      on a consolidated basis, determined in accordance with GAAP, provided
      that:

     

    (1) 
      the Net Income (but not loss) of any Person that is not a Restricted Subsidiary
      or that is accounted for by the equity method of accounting shall be included
      only to the extent of the amount of dividends or distributions paid in cash
      to
      the referent Person or its Restricted Subsidiaries;

     

    (2) 
      the Net Income of any Restricted Subsidiary shall be excluded to the extent
      that
      the declaration or payment of dividends or similar distributions by that
      Restricted Subsidiary of that Net Income is not at the date of determination
      permitted without any prior governmental approval (that has not been obtained)
      or, directly or indirectly, by operation of the terms of its charter or any
      agreement, instrument, judgment, decree, order, statute, rule or governmental
      regulation applicable to that Subsidiary or its stockholders;

     

    (3) 
      the cumulative effect of a change in accounting principles shall be excluded;
      and

     

    (4) 
      solely for purposes of Section 4.07, all premiums paid in connection with any
      early extinguishment of Indebtedness will be excluded.

     

    “Consolidated
      Net Tangible Assets” as of any date of determination, means the consolidated
      total assets of the Company and its Restricted Subsidiaries determined in
      accordance with GAAP, less the sum of:

     

    (1) 
      all current liabilities (excluding the amount of those which are by their terms
      extendable or renewable at the option of the obligor to a date more than 12
      months after the date as of which the amount is being determined);
      and

     

     (2) 
      all goodwill, trade names, trademarks, patents, organization expense,
      unamortized debt discount and expense and other similar intangibles properly
      classified as intangibles in accordance with GAAP.

     

    “Continuing
      Directors” means, as of any date of determination, any member of the Board of
      Directors who (a) was a member of the Board of Directors on the Initial Issuance
      Date or (b) was nominated for election to the Board of Directors with the
      approval of, or whose election to the Board of Directors was ratified by, at
      least a majority of the Continuing Directors who were members of the Board
      of
      Directors at the time of such nomination or election.

     

    “Corporate
      Trust Office of the Trustee” shall be at the address of the Trustee specified in
      Section 11.02 hereof or such other address as to which the Trustee may give
      notice to the Company.

     

    “Credit
      Facilities” means one or more debt facilities or commercial paper facilities, in
      each case with banks or other institutional lenders or institutional investors
      providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
      entities formed to borrow from (or sell receivables to) such lenders against
      such receivables), or letters of credit, in each case as amended, restated,
      modified, renewed, refunded, replaced or refinanced in whole or in part from
      time to time.

     

    “Custodian”
      means any receiver, trustee, assignee, liquidator, sequestrator or similar
      official under any Bankruptcy Law.

     

    “Default”
      means any event that is or with the passage of time or the giving of notice
      or
      both would be an Event of Default.

     

    “Depository”
      has the meaning provided in the Appendix.

     

    “Disqualified
      Stock” means any Capital Stock that, by its terms (or by the terms of any
      security into which it is convertible or for which it is exchangeable), or
      upon
      the happening of any event:

     

    (1) 
      matures (excluding any maturity as a result of an optional redemption by the
      issuer thereof) or is mandatorily redeemable pursuant to a sinking fund
      obligation or otherwise;

     

    (2) 
      is convertible or exchangeable for Indebtedness or other Disqualified Stock
      (excluding Capital Stock which is convertible or exchange solely at the option
      of the issuer thereof); or

     

    (3) 
      is redeemable at the option of the holder thereof, in whole or in part, in
      each
      case, on or prior to the date that is 91 days after the date on which the Notes
      mature or are redeemed or retired in full;

     

    provided,
      however, that any Capital Stock that would constitute Disqualified Stock
      solely because the holders thereof (or of any security into which it is
      convertible or for which it is exchangeable) have the right to require the
      issuer to repurchase such Capital Stock (or such security into which it is
      convertible or for which it is exchangeable) upon the occurrence of any of
      the
      events constituting an Asset Sale or a Change of Control shall not constitute
      Disqualified Stock if such Capital Stock (and all such securities into which
      it
      is convertible or for which it is exchangeable) provides that the issuer thereof
      will not repurchase or redeem any such Capital Stock (or any such security
      into
      which it is convertible or for which it is exchangeable) pursuant to such
      provisions prior to compliance by the Company with Section 4.10 or 4.15 of
      this
      Indenture, as the case may be.

     

    “Equity
      Interests” means Capital Stock and all warrants, options or other rights to
      acquire Capital Stock (but excluding any debt security that is convertible
      into,
      or exchangeable for, Capital Stock).

     

    “Euroclear”
      means Euroclear Bank S.A./N.V. or any successor securities clearing
      agency.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    “Exchange
      Notes” has the meaning provided in the Appendix.

     

    “Existing
      Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries
      (other than Indebtedness under the Credit Facilities) in existence on the
      Initial Issuance Date, until such amounts are repaid.

     

    “Fair
      Market Value” means, with respect to any Asset Sale or Restricted Payment, the
      price that would be negotiated in an arm’s-length transaction for cash between a
      willing seller and a willing and able buyer, neither of which is under any
      compulsion to complete the transaction, as such price is determined in good
      faith by an officer of the Company (and evidenced by an Officers’ Certificate
      delivered to the Trustee) if such value is less than $15.0 million; provided
      if
      the value of such Asset Sale or Restricted Payment is $15.0 million or greater,
      such determination shall be made in good faith by the Board of Directors of
      the
      Company and evidenced by a board resolution delivered to the Trustee in the
      form
      of an Officers’ Certificate, provided further if the value of such Asset Sale or
      Restricted Payment is $25.0 million or greater, such determination shall be
      made
      by a reputable accounting, appraisal or investment banking firm that is, in
      the
      judgment of such Board of Directors of the Company, qualified to perform the
      task for which such firm has been engaged and independent with respect to the
      Company.

     

    “GAAP”
      means generally accepted accounting principles in the United States as in effect
      from time to time.

     

    “Global
      Note” has the meaning provided in the Appendix.

     

    “Government
      Securities” means direct obligations of, or obligations guaranteed by, the
      United States of America for the payment of which guarantee or obligations
      the
      full faith and credit of the United States is pledged.

     

    “Guarantor”
      means (a) each Restricted Subsidiary of the Company named on the signature
      page
      hereto, (b) any other Restricted Subsidiary of the Company that executes a
      supplement to this Indenture in accordance with Section 4.13 or 10.03 hereof
      and
      (c) the respective successors and assigns of such Restricted Subsidiaries,
      as
      required under Article 10 hereof, in each case until such time as any such
      Restricted Subsidiary shall be released and relieved of its obligations pursuant
      to Section 8.02, 8.03, 10.04 or 10.05 hereof.

     

    “Hedging
      Obligations” means, with respect to any Person, the obligations of such Person
      under:

     

    (1) 
      interest rate swap agreements, interest rate cap agreements and interest rate
      collar agreements;

     

    (2) 
      other agreements or arrangements designed to protect such Person against
      fluctuations in interest rates; and

     

    (3) 
      any foreign currency futures contract, option or similar agreement or
      arrangement designed to protect such Person against fluctuations in foreign
      currency rates, in each case to the extent such obligations are incurred in
      the
      ordinary course of business of such Person.

     

    “Holder”,
      “Noteholder” or “holder” means a Person in whose name a Note is
      registered.

     

    “Indebtedness”
      means, with respect to any Person, on any date of determination (without
      duplication):

     

    (1) 
      the principal of and premium (if any) in respect of indebtedness of such Person
      for borrowed money;

     

    (2) 
      the principal of and premium (if any) in respect of obligations of such Person
      evidenced by bonds, debentures, notes or other similar instruments;

     

    (3) 
      the principal component of all obligations of such Person in respect of letters
      of credit, bankers’ acceptances or other similar instruments (including
      reimbursement obligations with respect thereto except to the extent such
      reimbursement obligation relates to a trade payable and such obligation is
      satisfied within 30 days of incurrence);

     

    (4) 
      the principal component of all obligations of such Person to pay the deferred
      and unpaid purchase price of property (except trade payables), which purchase
      price is due more than six months after the date of placing such property in
      service or taking delivery and title thereto, the amount of such price being
      that which would be negotiated in an arm’s length transaction for cash between a
      willing seller and a willing and able buyer, neither of which is under any
      compulsion to complete the transaction;

     

    (5) 
      Capital Lease Obligations and all Attributable Indebtedness of such
      Person;

     

    (6) 
      the principal component or liquidation preference of all obligations of such
      Person with respect to the redemption, repayment or other repurchase of any
      Disqualified Stock (but excluding, in each case, any accrued
      dividends);

     

    (7) 
      the principal component of all Indebtedness of other Persons secured by a Lien
      on any asset of such Person, whether or not such Indebtedness is assumed by
      such
      Person; provided, however, that the amount of such Indebtedness will be the
      lesser of

     

    (a) 
      the fair market value of such asset at such date of determination; and (b)
      the
      amount of such Indebtedness of such other Persons;

     

    (8) 
      the principal component of Indebtedness of other Persons to the extent
      guaranteed by such Person; and

     

    (9) 
      to the extent not otherwise included in this definition, Hedging Obligations
      of
      such Person (the amount of any such obligations to be equal at any time to
      the
      termination value of the agreement or arrangement giving rise to such obligation
      that would be payable by such Person at such time).

     

    In
      addition, “Indebtedness” of any Person shall include Indebtedness described in
      the preceding paragraph that would not appear as a liability on the balance
      sheet of such Person if:

     

    (1) 
      such Indebtedness is the obligation of a partnership or joint venture that
      is
      not a Restricted Subsidiary (a “Joint Venture”);

     

    (2) 
      such Person or a Restricted Subsidiary of such Person is a general partner
      of
      the Joint Venture (a “General Partner”); and

     

    (3) 
      there is recourse, by contract or operation of law, with respect to the payment
      of such Indebtedness to properties or assets of such Person or a Restricted
      Subsidiary of such Person; and then such Indebtedness shall be included in
      an
      amount not to exceed:

     

    (a)
      the
      lesser of (x) the net assets of the General Partner and (y) the amount of such
      obligations to the extent that there is recourse, by contract or operation
      of
      law, to the properties or assets of such Person or a Restricted Subsidiary
      of
      such Person; or

     

    (b)
      if
      less than the amount determined pursuant to clause (a) immediately above, the
      actual amount of such Indebtedness that is recourse to such Person or a
      Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a
      writing and is for a determinable amount and the related interest expense shall
      be included in Consolidated Interest Expense to the extent actually paid by
      the
      Company or its Restricted Subsidiaries.

     

    “Indenture”
      means this Indenture, as amended or supplemented from time to time.

     

    “Indirect
      Participant” means a Person who holds an interest through a
      Participant.

     

    “Initial
      Issuance Date” means June 13, 2007.

     

    “Initial
      Notes” has the meaning provided in the Appendix.

     

    “Initial
      Purchasers” has the meaning provided in the Appendix.

     

    “Institutional
      Accredited Investor” means an “accredited investor” as defined in Rule
      501(a)(1), (2), (3) or (7) under the Securities Act.

     

    “Investment
      Grade Rating” means:

     

    (1) 
      a Moody’s rating of Baa3 or higher and an S&P rating of at least BB+
      or

     

    (2) 
      a Moody’s rating of Ba1 or higher and an S&P rating of at least
      BBB-;

     

    provided,
      however, that if (a) either Moody’s or S&P changes its rating system,
      such ratings will be the equivalent ratings after such changes or (b) if S&P
      or Moody’s or both shall not make a rating of the Notes publicly available, the
      references above to S&P or Moody’s or both, as the case may be, shall be to
      a nationally recognized U.S. rating agency or agencies, as the case may be,
      selected by the Company and the references to the ratings categories above
      shall
      be to the corresponding rating categories of such rating agency or rating
      agencies, as the case may be.

     

    “Investment
      Grade Rating Event” means the first day on which the Notes are assigned an
      Investment Grade Rating.

     

    “Investments”
      means, with respect to any Person, all investments by such Person in other
      Persons (including Affiliates) in the forms of direct or indirect loans
      (including guarantees by the referent Person of, and Liens on any assets of
      the
      referent Person securing, Indebtedness or other obligations of other Persons),
      advances or capital contributions (excluding commission, travel and similar
      advances to officers and employees made in the ordinary course of business),
      purchases or other acquisitions for consideration of Indebtedness, Equity
      Interests or other securities, together with all items that are or would be
      classified as investments on a balance sheet prepared in accordance with GAAP;
      provided, however, that the following shall not constitute
      Investments:

     

    (1) 
      extensions of trade credit or other advances to customers on commercially
      reasonable terms in accordance with normal trade practices or otherwise in
      the
      ordinary course of business;

     

    (2) 
      Hedging Obligations; and

     

    (3) 
      endorsements of negotiable instruments and documents in the ordinary course
      of
      business.

     

    If
      the
      Company or any Restricted Subsidiary of the Company sells or otherwise disposes
      of any Equity Interests of any direct or indirect Restricted Subsidiary of
      the
      Company such that, after giving effect to any such sale or disposition, such
      Person is no longer a Restricted Subsidiary of the Company, the Company shall
      be
      deemed to have made an Investment on the date of any such sale or disposition
      equal to the Fair Market Value of the Equity Interests of such Restricted
      Subsidiary not sold or disposed of in an amount determined as provided in
      Section 4.07 of this Indenture.

     

    “Legal
      Holiday” means a Saturday, a Sunday or a day on which banking institutions in
      the City of Houston, Texas or  the City of New York or at a place of
      payment are authorized by law, regulation or executive order to remain
      closed.  If a payment date is a Legal Holiday at a place of payment,
      payment may be made at that place on the next succeeding day that is not a
      Legal
      Holiday, and no interest shall accrue for the intervening period.

     

    “Lien”
      means, with respect to any asset, any mortgage, lien, pledge, charge, security
      interest or encumbrance of any kind in respect of such asset, whether or not
      filed, recorded or otherwise perfected under applicable law (including any
      conditional sale or other title retention agreement, any lease in the nature
      thereof, any option or other agreement to sell or give a security interest
      in
      and any filing of or agreement to give any financing statement under the Uniform
      Commercial Code (or equivalent statutes) of any jurisdiction other than a
      precautionary financing statement respecting a lease not intended as a security
      agreement).

     

    “Marketable
      Securities” means, with respect to any Asset Sale, any readily marketable equity
      securities that are:

     

    (1) 
      traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq
      National Market; and

     

    (2) 
      issued by a corporation or limited partnership having a total equity market
      capitalization of not less than $250.0 million; provided that the
      excess of (a) the aggregate amount of securities of any one such corporation
      or
      limited partnership held by the Company and any Restricted Subsidiary over
      (b)
      ten times the average daily trading volume of such securities during the 20
      immediately preceding trading days shall be deemed not to be Marketable
      Securities, as determined on the date of the contract relating to such Asset
      Sale.

     

    “Moody’s”
      means Moody’s Investors Service, Inc. and its successors.

     

    “Net
      Income” means, with respect to any Person, the net income (loss) of such Person,
      determined in accordance with GAAP and before any reduction in respect of
      Preferred Stock dividends, excluding, however:

     

    (1) 
      any gain (but not loss), together with any related provision for taxes on such
      gain (but not loss), realized in connection with (a) any Asset Sale (including,
      without limitation, dispositions pursuant to Sale/Leaseback Transactions) or
      (b)
      the disposition of any securities by such Person or any of its Restricted
      Subsidiaries or the extinguishment of any Indebtedness of such Person or any
      of
      its Restricted Subsidiaries; and

     

    (2) 
      any extraordinary or nonrecurring gain (but not loss), together with any related
      provision for taxes on such extraordinary or nonrecurring gain (but not
      loss).

     

    “Net
      Proceeds” means the aggregate cash proceeds received by the Company or any of
      its Restricted Subsidiaries in respect of any Asset Sale (including, without
      limitation, any cash received upon the sale or other disposition of any non-cash
      consideration received in any Asset Sale), net of (without
      duplication):

     

    (1) 
      the direct costs relating to such Asset Sale (including, without limitation,
      legal, accounting and investment banking fees, sales commissions, recording
      fees, title transfer fees, title insurance premiums, appraiser fees and costs
      incurred in connection with preparing such asset for sale) and any relocation
      expenses incurred as a result of such Asset Sale;

     

    (2) 
      taxes paid or estimated to be payable as a result of the Asset Sale (after
      taking into account any available tax credits or deductions and any tax sharing
      arrangements);

     

    (3) 
      amounts required to be applied to the repayment of Indebtedness (other than
      under the Credit Facilities) secured by a Lien on the properties or assets
      that
      were the subject of such Asset Sale; and

     

    (4) 
      any reserve established in accordance with GAAP or any amount placed in escrow,
      in either case for adjustment in respect of the sale price of such properties
      or
      assets, until such time as such reserve is reversed or such escrow arrangement
      is terminated, in which case Net Proceeds shall include only the amount of
      the
      reserve so reserved or the amount returned to the Company or its Restricted
      Subsidiaries from such escrow arrangement, as the case may be.

     

    “Non-Recourse
      Debt” means Indebtedness:

     

    (1) 
      as to which neither the Company nor any of its Restricted Subsidiaries (a)
      provides credit support of any kind that would constitute Indebtedness or is
      otherwise directly or indirectly liable (as a guarantor or otherwise) or (b)
      constitutes the lender;

     

    (2) 
      no default with respect to which (including any rights that the holders thereof
      may have to take enforcement action against an Unrestricted Subsidiary) would
      permit (upon notice, lapse of time or both) the holders of Indebtedness of
      the
      Company or any of its Restricted Subsidiaries to declare a default on such
      Indebtedness or cause the payment thereof to be accelerated or payable prior
      to
      its stated maturity; and

     

    (3) 
      the explicit terms of which provide that there is no recourse to the stock
      or
      assets of the Company or any of its Restricted Subsidiaries.

     

    “Notes”
      means the Initial Notes, the Exchange Notes, the Private Exchange Notes and
      the
      Additional Notes issued under this Indenture.

     

    “Notes
      Custodian” means the Trustee, as custodian with respect to the Notes in global
      form, or any successor entity thereto.

     

    “Obligations”
      means any principal, interest, penalties, fees, indemnifications,
      reimbursements, damages and other liabilities payable under the documentation
      governing any Indebtedness.

     

    “Officer”
      means, with respect to any Person, the Chairman of the Board, the Chief
      Executive Officer, the President, the Chief Operating Officer, the Chief
      Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
      the
      Secretary or any Vice-President of such Person.

     

    “Officers’
      Certificate” means a certificate signed on behalf of the Company by two Officers
      of the Company, one of whom must be the principal executive officer, the
      principal financial officer, the treasurer or the principal accounting officer
      of the Company, that meets the requirements of Section 11.05
      hereof.

     

    “Opinion
      of Counsel” means an opinion from legal counsel who is reasonably acceptable to
      the Trustee, that meets the requirements of Section 11.05 hereof.  The
      counsel may be an employee of or counsel to the Company, any Subsidiary of
      the
      Company or the Trustee.

     

    “Pari
      Passu Indebtedness” means, with respect to any Net Proceeds from Asset Sales,
      Indebtedness of the Company and its Restricted Subsidiaries that ranks equal
      in
      right of payment with the Notes or the Subsidiary Guarantees, as the case may
      be, and the terms of which require the Company or such Restricted Subsidiary
      to
      apply such Net Proceeds to offer to repurchase such Indebtedness.

     

    “Permitted
      Investments” means:

     

    (1) 
      any Investment in the Company or in a Restricted Subsidiary of the
      Company;

     

    (2) 
      any Investment in Cash Equivalents;

     

    (3) 
      any Investment by the Company or any Restricted Subsidiary of the Company in
      a
      Person if as a result of such Investment (a) such Person becomes a Restricted
      Subsidiary of the Company or (b) such Person is merged, consolidated or
      amalgamated with or into, or transfers or conveys all or substantially all
      of
      its assets to, or is liquidated into, the Company or a Restricted Subsidiary
      of
      the Company;

     

    (4) 
      any Investment made as a result of the receipt of non-cash consideration from
      (a) an Asset Sale that was made pursuant to and in compliance with Section
      4.10
      hereof or (b) a disposition of properties or assets that does not constitute
      an
      Asset Sale;

     

    (5) 
      receivables owing to the Company or any Restricted Subsidiary created or
      acquired in the ordinary course of business and payable or dischargeable in
      accordance with customary trade terms;

     

    (6) 
      Investments in any Person (a) in exchange for an issue or sale by the Company
      of
      its Common Stock or (b) out of the net cash proceeds of an issue or sale by
      the
      Company of its Common Stock so long as such Investment pursuant to this clause
      (b) occurs within 90 days of the closing of such issuance or sale of Common
      Stock;

     

    (7) 
      loans or advances to employees (other than executive officers) made in the
      ordinary course of business consistent with past practices of the Company or
      such Restricted Subsidiary; and

     

    (8) 
      Investments in a Person engaged principally in the business of providing
      helicopter transportation services to the oil and gas industry or businesses
      reasonably complementary or related thereto, provided that the aggregate amount
      of such Investments pursuant to this clause (8) in Persons shall not exceed
      the
      greater of (i) $50.0 million or (ii) 10% of Consolidated Net Tangible
      Assets at any one time.

     

    “Permitted
      Liens” means:

     

    (1) 
      Liens securing Indebtedness incurred pursuant to clause (1) of the second
      paragraph of Section 4.09 hereof;

     

    (2) 
      Liens in favor of the Company and its Restricted Subsidiaries;

     

    (3) 
      Liens on any property, asset or Capital Stock of a Person existing at the time
      such Person becomes a Restricted Subsidiary of the Company, provided that such
      Liens were not created or incurred in connection with, or in contemplation
      of,
      such other Person becoming a Restricted Subsidiary and do not extend to any
      other property or asset owned by the Company or any of its Restricted
      Subsidiaries;

     

    (4) 
      Liens on any property or asset existing at the time of its acquisition by the
      Company or any Restricted Subsidiary of the Company, provided that such Liens
      were not created or incurred in connection with, or in contemplation of, such
      acquisition and do not extend to any other property or asset;

     

    (5) 
      Liens to secure the performance of statutory obligations, surety or appeal
      bonds, bid or performance bonds, insurance obligations or other obligations
      of a
      like nature incurred in the ordinary course of business;

     

    (6) 
      Liens securing Hedging Obligations;

     

    (7) 
      Liens existing on the Initial Issuance Date;

     

    (8) 
      Liens securing Non-Recourse Debt;

     

    (9) 
      any interest or title of a lessor under a Capital Lease Obligation or an
      operating lease;

     

    (10) 
      Liens arising by reason of deposits necessary to obtain standby letters of
      credit in the ordinary course of business;

     

    (11) 
      Liens on real or personal property or assets of the Company or a Restricted
      Subsidiary thereof to secure Indebtedness incurred for the purpose of (a)
      financing all or any part of the purchase price of such property or assets
      incurred prior to, at the time of, or within 120 days after, the acquisition
      of
      such property or assets or (b) financing all or any part of the cost of
      construction of any such property or assets, provided that the amount of any
      such financing shall not exceed the amount expended in the acquisition of,
      or
      the construction of, such property or assets and such Liens shall not extend
      to
      any other property or assets of the Company or a Restricted Subsidiary (other
      than any associated accounts, contracts and insurance proceeds);

     

    (12) 
      Liens securing Permitted Refinancing Indebtedness with respect to any
      Indebtedness referred to in clauses (3), (4), (7) and (11) above; provided
      that
      any such Lien is limited to all or part of the same property or assets (plus
      improvements, accessions, proceeds or dividends or distributions in respect
      thereof) that secured (or, under the written arrangements under which the
      original Lien arose, could secure) the Indebtedness being refinanced or is
      in
      respect of property or assets that are the security for a Permitted Lien
      hereunder; and

     

    (13) 
      Liens not otherwise permitted by clauses (1) through (12) above securing
      Indebtedness not in excess of an aggregate of the greater of (a) $50.0 million
      or (b) 5% of Consolidated Net Tangible Assets at any one time
      outstanding.

     

    “Permitted
      Non-Guarantor Indebtedness” means

     

    (1) 
      any Indebtedness incurred pursuant to clauses (1) through (12) of the second
      paragraph of Section 4.09 hereof; and

     

    (2) 
      any additional Indebtedness in an aggregate principal amount not in excess
      of
      $10.0 million at any time outstanding.

     

     “Permitted
      Refinancing Indebtedness” means any Indebtedness of the Company or any of its
      Restricted Subsidiaries issued in exchange for, or the net proceeds of which
      are
      used to extend, refinance, renew, replace, defease or refund other Indebtedness
      of the Company or any of its Restricted Subsidiaries; provided, however,
      that:

     

    (1) 
      the principal amount (or accreted value, if applicable) of such Permitted
      Refinancing Indebtedness does not exceed the principal amount of (or accreted
      value, if applicable), plus premium, if any, and accrued interest on, the
      Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded
      (plus the amount of reasonable expenses incurred in connection
      therewith);

     

    (2)(a) 
      if the Stated Maturity of the Indebtedness being refinanced is earlier than
      the
      Stated Maturity of the Notes, the Permitted Refinancing Indebtedness has a
      Stated Maturity no earlier than the Stated Maturity of the Indebtedness being
      refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced
      is
      later than the Stated Maturity of the Notes, the Permitted Refinancing
      Indebtedness has a Stated Maturity at least 91 days later than the Stated
      Maturity of the Notes;

     

    (3) 
      the Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity
      at the time such Permitted Refinancing Indebtedness is incurred that is equal
      to
      or greater than the Weighted Average Life to Maturity of the Indebtedness being
      extended, refinanced, renewed, replaced, deferred or refunded;

     

    (4) 
      if the Indebtedness being extended, refinanced, renewed, replaced, defeased
      or
      refunded is subordinated in right of payment to the Notes or the Subsidiary
      Guarantees, such Permitted Refinancing Indebtedness is subordinated in right
      of
      payment to the Notes or the Subsidiary Guarantees on terms at least as
      favorable, taken as a whole, to the holders of Notes as those contained in
      the
      documentation governing the Indebtedness being extended, refinanced, renewed,
      replaced, defeased or refunded; and

     

    (5) 
      such Indebtedness is not incurred by a Restricted Subsidiary if the Company
      is
      the obligor on the Indebtedness being extended, refinanced, renewed, replaced,
      defeased or refunded; provided, however, that a Restricted Subsidiary that
      is
      also a Guarantor may guarantee Permitted Refinancing Indebtedness incurred
      by
      the Company, whether or not such Restricted Subsidiary was an obligor or
      guarantor of the Indebtedness being extended, refinanced, renewed, replaced,
      defeased or refunded; provided further, however, that if such Permitted
      Refinancing Indebtedness is subordinated to the Notes, such guarantee shall
      be
      subordinated to such Restricted Subsidiary’s Subsidiary Guarantee to at least
      the same extent.

     

    “Person”
      means any individual, corporation, partnership, joint venture, association,
      joint-stock company, trust, unincorporated organization, limited liability
      company, government or any agency or political subdivision hereof or any other
      entity.

     

    “Preferred
      Stock,” as applied to the Capital Stock of any Person, means Capital Stock of
      any class or classes (however designated) which is preferred as to the payment
      of dividends, or as to the distribution of assets upon any voluntary or
      involuntary liquidation or dissolution of such corporation, over shares of
      Capital Stock of any other class of such Person.

     

    “Private
      Exchange Notes” has the meaning provided in the Appendix.

     

    “Productive
      Assets” means aircraft or other assets (other than assets that would be
      classified as current assets in accordance with GAAP) of the kind used or usable
      by the Company or its Restricted Subsidiaries in the business of providing
      helicopter transportation services to the oil and gas industry (or any business
      that is reasonably complementary or related thereto as determined in good faith
      by the Board of Directors).

     

    “Purchase
      Agreement” has the meaning provided in the Appendix.

     

    “QIB”
      means a “qualified institutional buyer” as defined in Rule 144A under the
      Securities Act.

     

    “Qualified
      Equity Offering” means:

     

    (1) 
      any sale of Equity Interests (other than Disqualified Stock) of the Company
      pursuant to an underwritten offering registered under the Securities Act;
      or

     

    (2) 
      any sale of Equity Interests (other than Disqualified Stock) of the Company
      so
      long as, at the time of consummation of such sale, the Company has a class
      of
      common equity securities registered pursuant to Section 12(b) or Section 12(g)
      under the Exchange Act,

     

    in
      each
      case, other than public offerings with respect to the Company’s Common Stock, or
      options, warrants or rights, registered on Form S-4 or S-8.

     

    “Quotation
      Agent” means the Reference Treasury Dealer selected by the Trustee after
      consultation with the Company.

     

    “Ratings
      Event” means a reduction in the rating assigned to the Notes by either Moody’s
      or S&P to a rating below the rating assigned by such agency to the Notes as
      of the Initial Issuance Date (Ba2 for Moody’s and BB for S&P).

     

    “Reference
      Treasury Dealer” means Goldman, Sachs & Co. and its successors and assigns,
      and two other nationally recognized investment banking firms selected by the
      Company that are primary U.S. Government securities dealers.

     

    “Reference
      Treasury Dealer Quotations” means, with respect to each Reference Treasury
      Dealer and any redemption date, the average, as determined by the Trustee,
      of
      the bid and asked prices for the Comparable Treasury Issue, expressed in each
      case as a percentage of its principal amount, quoted in writing to the Trustee
      by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the
      third
      Business Day immediately preceding such redemption date.

     

    “Registered
      Exchange Offer” has the meaning provided in the Appendix.

     

    “Registration
      Rights Agreement” has the meaning provided in the Appendix.

     

    “Regulation
      S” has the meaning provided in the Appendix.

     

    “Responsible
      Officer,” when used with respect to the Trustee, means any officer within the
      Corporate Trust Department of the Trustee (or any successor department of the
      Trustee) or any other officer of the Trustee customarily performing functions
      similar to those performed by any of the above designated officers and also
      means, with respect to a particular corporate trust matter, any other officer
      to
      whom such matter is referred because of his knowledge of and familiarity with
      the particular subject.

     

    “Restricted
      Global Note” has the meaning provided in the Appendix.

     

    “Restricted
      Investment” means an Investment other than a Permitted Investment.

     

    “Restricted
      Subsidiary” of a Person means any Subsidiary of such Person that is not an
      Unrestricted Subsidiary.

     

    “Rule
      144A” has the meaning provided in the Appendix.

     

    “SEC”
      means the Securities and Exchange Commission.

     

    “Securities
      Act” means the Securities Act of 1933, as amended.

     

    “Sale/Leaseback
      Transaction” means an arrangement relating to property owned by the Company or a
      Restricted Subsidiary on the Initial Issuance Date or thereafter acquired by
      the
      Company or a Restricted Subsidiary whereby the Company or a Restricted
      Subsidiary transfers such property to a Person and the Company or a Restricted
      Subsidiary leases it from such Person.

     

    “S&P”
      means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
      Companies, Inc., and its successors.

     

    “Shelf
      Registration Statement” has the meaning provided in the Appendix.

     

    “Significant
      Subsidiary” means any Restricted Subsidiary of the Company that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,
      promulgated pursuant to the Securities Act, as such Regulation is in effect
      on
      the Initial Issuance Date.

     

    “Significant
      U.S. Subsidiary” means any Significant Subsidiary organized under the laws of
      the United States, any state thereof or the District of Columbia.

     

    “Stated
      Maturity” means, with respect to any installment of interest or principal on any
      series of Indebtedness, the date on which such payment of interest or principal
      was scheduled to be paid in the original documentation governing such
      Indebtedness, and shall not include any contingent obligations to repay, redeem
      or repurchase any such interest or principal prior to the date originally
      scheduled for the payment thereof.

     

    “Subsidiary”
      means, with respect to any Person:

     

    (1) 
      any corporation, association or other business entity of which more than 50%
      of
      the total voting power of its Voting Stock is at the time owned or controlled,
      directly or indirectly, by such Person or one or more of the other Subsidiaries
      of that Person (or a combination thereof);

     

    (2) 
      any partnership, joint venture limited liability company or similar entity
      of
      which more than 50% of the capital accounts, distribution rights, total equity
      and voting interests or general or limited partnership interests, as applicable,
      is at the time owned or controlled, directly or indirectly, by such Person
      or
      one or more of the other Subsidiaries of that Person (or a combination thereof);
      and

     

    (3) 
      any other Person whose results for financial reporting purposes are consolidated
      with those of such Person in accordance with GAAP.

     

    “Subsidiary
      Guarantees” means the joint and several guarantees issued by all of the
      Guarantors pursuant to Article 10 hereof.

     

    “TIA”
      means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) and the rules
      and regulations thereunder, as in effect on the date on which this Indenture
      is
      qualified under the TIA (except as provided in Section 9.01(i) and 9.03
      hereof).

     

    “Transfer
      Restricted Securities” has the meaning provided in the Appendix.

     

    “Trustee”
      means the party named as such above until a successor replaces it in accordance
      with the applicable provisions of this Indenture and thereafter means the
      successor serving hereunder.

     

    “Uniform
      Commercial Code” means the New York Uniform Commercial Code as in effect from
      time to time.

     

    “Unrestricted
      Subsidiary” means any Subsidiary that is designated by the Board of Directors as
      an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors
      and any Subsidiary of an Unrestricted Subsidiary, but only to the extent that
      each of such Subsidiary and its Subsidiaries at the time of such
      designation:

     

    (1) 
      has no Indebtedness other than Non-Recourse Debt;

     

    (2) 
      is not party to any agreement, contract, arrangement or understanding with
      the
      Company or any Restricted Subsidiary of the Company unless such agreement,
      contract, arrangement or understanding does not violate the terms of this
      Indenture described in Section 4.11 hereof;

     

    (3) 
      is a Person with respect to which neither the Company nor any of its Restricted
      Subsidiaries has any direct or indirect obligation (a) to subscribe for
      additional Equity Interests or (b) to maintain or preserve such Person’s
      financial condition or to cause such Person to achieve any specified levels
      of
      operating results, in each case, except to the extent otherwise permitted by
      this Indenture; and

     

    (4) 
      such Subsidiary, either alone or in the aggregate with all other Unrestricted
      Subsidiaries, does not operate, directly or indirectly, all or substantially
      all
      of the business of the Company and its Subsidiaries.

     

    Any
      such
      designation by the Board of Directors shall be evidenced to the Trustee by
      filing with the Trustee a certified copy of the resolution of the Board of
      Directors giving effect to such designation and an Officers’ Certificate
      certifying that such designation complied with the foregoing conditions and
      was
      permitted by Section 4.07 hereof.  If, at any time, any Unrestricted
      Subsidiary would fail to meet the foregoing requirements as an Unrestricted
      Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
      purposes of this Indenture and any Indebtedness of such Subsidiary shall be
      deemed to be incurred by a Restricted Subsidiary of the Company as of such
      date
      (and, if such Indebtedness is not permitted to be incurred as of such date
      pursuant to Section 4.09 hereof, the Company shall be in default of such
      covenant).  The Board of Directors of the Company may at any time
      designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided
      that such designation shall be deemed to be an incurrence of Indebtedness by
      a
      Restricted Subsidiary of the Company of any outstanding Indebtedness of such
      Unrestricted Subsidiary and such designation shall only be permitted
      if:

     

    (a) 
      such Indebtedness is permitted by Section 4.09 hereof, calculated on a pro
      forma
      basis as if such designation had occurred at the beginning of the four-quarter
      reference period; and

     

    (b) 
      no Default or Event of Default would be in existence following such
      designation.

     

    “U.S.
      Dollar Equivalent” means with respect to any monetary amount in a currency other
      than U.S. dollars, at any time for determination thereof, the amount of U.S.
      dollars obtained by converting such foreign currency involved in such
      computation into U.S. dollars at the spot rate for the purchase of U.S. dollars
      with the applicable foreign currency as published in The Wall Street
      Journal in the “Exchange Rates” column under the heading “Currency Trading”
on the date two Business Days prior to such determination.

     

    Except
      as
      described in Section 4.09 herein, whenever it is necessary to determine whether
      the Company has complied with any covenant in this Indenture or a Default has
      occurred and an amount is expressed in a currency other than U.S. dollars,
      such
      amount will be treated as the U.S. Dollar Equivalent determined as of the date
      such amount is initially determined in such currency.

     

    “Voting
      Stock” of a Person means all classes of Capital Stock of such Person then
      outstanding and normally entitled (without regard to the occurrence of any
      contingency) to vote in the election of directors, managers or trustees of
      such
      Person.

     

    “Weighted
      Average Life to Maturity” means, when applied to any Indebtedness at any date,
      the number of years obtained by dividing

     

    (1)the
      sum of the products obtained by multiplying

     

    (a) 
      the amount of each then remaining installment, sinking fund, serial maturity
      or
      other required payments of principal, including payment at final maturity,
      in
      respect thereof, by

     

    (b) 
      the number of years (calculated to the nearest one-twelfth) that will elapse
      between such date and the making of such payment, by

     

    (2)the
      then outstanding principal amount of such Indebtedness.

     

    “Wholly
      Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such
      Person, all of the Capital Stock of which (other than directors’ qualifying
      shares) is owned by the Company or another Wholly Owned Restricted
      Subsidiary.

     

    Section
      1.02  Other
      Definitions.

     

    
      	
              Term

            	 	
              Defined
                in Section

            
	
              “Affiliate
                Transaction”

            	 	
              4.11

            
	
              “Appendix”

            	 	
              2.01

            
	
              “Asset
                Sale Offer”

            	 	
              3.09

            
	
              “Change
                of Control Offer”

            	 	
              4.15

            
	
              “Change
                of Control Payment”

            	 	
              4.15

            
	
              “Change
                of Control Payment Date”

            	 	
              4.15

            
	
              “Covenant
                Defeasance”

            	 	
              8.03

            
	
              “Discharge”

            	 	
              8.08

            
	
              “Event
                of Default”

            	 	
              6.01

            
	
              “Excess
                Proceeds”

            	 	
              4.10

            
	
              “incur”
                or “incurrence”

            	 	
              4.09

            
	
              “Legal
                Defeasance”

            	 	
              8.02

            
	
              “Offer
                Amount”

            	 	
              3.09

            
	
              “Offer
                Period”

            	 	
              3.09

            
	
              “Pari
                Passu Notes”

            	 	
              4.10

            
	
              “Paying
                Agent”

            	 	
              2.03

            
	
              “Payment
                Default”

            	 	
              6.01

            
	
              “Purchase
                Date”

            	 	
              3.09

            
	
              “Registrar”

            	 	
              2.03

            
	
              “Restricted
                Payments”

            	 	
              4.07

            
	 	 	 
	 	 	 


    

    Section
      1.03  Incorporation
      by Reference of Trust Indenture Act. 

     

    Whenever
      this Indenture refers to a provision of the TIA, the provision is incorporated
      by reference in and made a part of this Indenture.  Any terms
      incorporated in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by SEC rule under the TIA have the
      meanings so assigned to them.

     

    Section
      1.04  Rules
      of Construction. 

     

    Unless
      the context otherwise requires:

     

    (1)  a
      term
      has the meaning assigned to it;

     

    (2)  an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with GAAP;

     

    (3)   “or”
      is not exclusive;

     

    (4)  words
      in
      the singular include the plural, and in the plural include the
      singular;

     

    (5)  provisions
      apply to successive events and transactions;

     

    (6)  references
      to sections of or rules under the Securities Act or the Exchange Act shall
      be
      deemed to include substitute, replacement or successor sections or rules adopted
      by the SEC from time to time; and

     

    (7)  “herein,”
      “hereof” and other words of similar import refer to this Indenture as a whole
      (as amended or supplemented from time to time) and not to any particular
      Article, Section or other subdivision

     

    ARTICLE
      2

     

    THE
      NOTES

     

    Section
      2.01  Form
      and Dating.

     

    Provisions
      relating to the Initial Notes, the Private Exchange Notes and the Exchange
      Notes
      are set forth in the Rule 144A/Regulation S Appendix attached hereto (the
“Appendix”) which is hereby incorporated in and expressly made part of this
      Indenture. The Initial Notes and the Trustee’s certificate of authentication
      shall be substantially in the form of Exhibit 1 to the Appendix which is hereby
      incorporated in and expressly made a part of this Indenture.  The
      Exchange Notes, the Private Exchange Notes and the Trustee’s certificate of
      authentication shall be substantially in the form of Exhibit A to the Appendix,
      which is hereby incorporated in and expressly made a part of this
      Indenture.  The Notes may have notations, legends or endorsements
      required by law, stock exchange rule, agreements to which the Company is
      subject, if any, or usage (provided that any such notation, legend or
      endorsement is in a form acceptable to the Company).  Each Note shall
      be dated the date of its authentication.  The terms of the Notes set
      forth in the Appendix are part of the terms of this Indenture.

     

    Section
      2.02  Execution
      and Authentication. 

     

    An
      Officer shall sign the Notes for the Company by manual or facsimile
      signature.

     

    If
      the
      Officer whose signature is on a Note no longer holds that office at the time
      the
      Trustee authenticates the Note, the Note shall be valid
      nevertheless.

     

    A
      Note
      shall not be valid until an authorized signatory of the Trustee manually signs
      the certificate of authentication on the Note.  The signature shall be
      conclusive evidence that the Note has been authenticated under this
      Indenture.

     

    On
      the
      Initial Issuance Date, the Trustee shall authenticate and deliver $300 million
      principal amount of the Notes and, at any time and from time to time thereafter,
      the Trustee shall authenticate and deliver Notes for original issue in an
      aggregate principal amount specified in such order, in each case upon a written
      order of the Company signed by two Officers or by an Officer and either an
      Assistant Treasurer or an Assistant Secretary of the Company.  Such
      order shall specify the amount of the Notes to be authenticated and the date
      on
      which the original issue of Notes is to be authenticated and, in the case of
      an
      issuance of Additional Notes pursuant to Section 2.13 after the Initial Issuance
      Date, shall certify that such issuance is in compliance with Section
      4.09.

     

    The
      Trustee may appoint an authenticating agent reasonably acceptable to the Company
      to authenticate the Notes.  Unless limited by the terms of such
      appointment, an authenticating agent may authenticate Notes whenever the Trustee
      may do so.  Each reference in this Indenture to authentication by the
      Trustee includes authentication by such agent.  An authenticating
      agent has the same rights as any Registrar, Paying Agent or agent for service
      of
      notices and demands.

     

    Section
      2.03  Registrar
      and Paying Agent. 

     

    The
      Company shall maintain an office or agency where Notes may be presented for
      registration of transfer or for exchange (the “Registrar”) and an office or
      agency where Notes may be presented for payment (the “Paying
      Agent”).  The Registrar shall keep a register of the Notes and of
      their transfer and exchange.  The Company may have one or more
      co-registrars and one or more additional paying agents.  The term
“Paying Agent” includes any additional paying agent.

     

    The
      Company shall enter into an appropriate agency agreement with any Registrar,
      Paying Agent or co-registrar not a party to this Indenture, which shall
      incorporate the terms of the TIA.  The agreement shall implement the
      provisions of this Indenture that relate to such agent.  The Company
      shall notify the Trustee of the name and address of any such
      agent.  If the Company fails to maintain a Registrar or Paying Agent,
      the Trustee shall act as such and shall be entitled to appropriate compensation
      therefor pursuant to Section 7.07.  The Company or any Wholly Owned
      Subsidiary incorporated or organized within The United States of America may
      act
      as Paying Agent, Registrar, co-registrar or transfer agent.

     

    The
      Company initially appoints the Trustee as Registrar and Paying Agent in
      connection with the Notes.

     

    Section
      2.04  Paying
      Agent to Hold Money in Trust. 

     

    Prior
      to
      11:00 a.m. New York City time, on each due date of the principal and interest
      on
      any Note, the Company shall deposit with the Paying Agent a sum sufficient
      to
      pay such principal and interest when so becoming due.  The Company
      shall require each Paying Agent (other than the Trustee) to agree in writing
      that the Paying Agent shall hold in trust for the benefit of Noteholders or
      the
      Trustee all money held by the Paying Agent for the payment of principal of
      or
      interest on the Notes and shall notify the Trustee of any default by the Company
      in making any such payment.  If the Company or a Subsidiary acts as
      Paying Agent, it shall segregate the money held by it as Paying Agent and hold
      it as a separate trust fund.  The Company at any time may require a
      Paying Agent to pay all money held by it to the Trustee and to account for
      any
      funds disbursed by the Paying Agent.  Upon complying with this
      Section, the Paying Agent shall have no further liability for the money
      delivered to the Trustee.

     

    Section
      2.05  Noteholder
      Lists. 

     

    The
      Trustee shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of
      Noteholders.  If the Trustee is not the Registrar, the Company shall
      furnish to the Trustee, in writing at least five Business Days before each
      interest payment date and at such other times as the Trustee may request in
      writing, a list in such form and as of such date as the Trustee may reasonably
      require of the names and addresses of Noteholders.

     

    Section
      2.06  Transfer
      and Exchange. 

     

    The
      Notes
      shall be issued in registered form and shall be transferable only upon the
      surrender of a Note for registration of transfer.  When a Note is
      presented to the Registrar or a co-registrar with a request to register a
      transfer, the Registrar shall register the transfer as requested if the
      requirements of this Indenture and Section 8-401(1) of the Uniform Commercial
      Code are met.  When Notes are presented to the Registrar or a
      co-registrar with a request to exchange them for an equal principal amount
      of
      Notes of other denominations, the Registrar shall make the exchange as requested
      if the same requirements are met.  The Company may require payment of
      a sum sufficient to cover any taxes, assessments or other governmental charges
      in connection with any transfer or exchange pursuant to this Section (other
      than
      any such transfer taxes, assessments or similar governmental charge payable
      upon
      exchange or transfer pursuant to Section 3.06, 4.10, 4.15 or 9.05).

     

    Section
      2.07  Replacement
      Notes. 

     

    If
      a
      mutilated Note is surrendered to the Registrar or if the Holder of a Note claims
      that the Note has been lost, destroyed or wrongfully taken, the Company shall
      issue and the Trustee shall authenticate a replacement Note if the requirements
      of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
      any other reasonable requirements of the Trustee.  If required by the
      Trustee or the Company, such Holder shall furnish an indemnity bond sufficient
      in the judgment of the Company and the Trustee to protect the Company, the
      Trustee, the Paying Agent, the Registrar and any co-registrar from any loss
      which any of them may suffer if a Note is replaced.  The Company and
      the Trustee may charge the Holder for their expenses in replacing a
      Note.

     

    Every
      replacement Note is an additional obligation of the Company.

     

    Section
      2.08  Outstanding
      Notes. 

     

    Notes
      outstanding at any time are all Notes authenticated by the Trustee except for
      those canceled by it, those delivered to it for cancellation and those described
      in this Section as not outstanding.  A Note does not cease to be
      outstanding because the Company or an Affiliate of the Company holds the
      Note.

     

    If
      a Note
      is replaced pursuant to Section 2.07, it ceases to be outstanding unless the
      Trustee and the Company receive proof satisfactory to them that the replaced
      Note is held by a bona fide purchaser.

     

    If
      the
      Paying Agent segregates and holds in trust, in accordance with this Indenture,
      by 11:00 a.m. New York time, on a redemption date or other maturity date money
      sufficient to pay all principal, premium, if any, interest and Additional
      Interest, if any, payable on that date with respect to the Notes (or portions
      thereof) to be redeemed or maturing, as the case may be, then on and after
      that
      date such Notes (or portions thereof) cease to be outstanding and interest
      and
      Additional Interest, if any, on them cease to accrue.

     

    Section
      2.09  Temporary
      Notes. 

     

    Until
      definitive Notes are ready for delivery, the Company may prepare and the Trustee
      shall authenticate temporary Notes.  Temporary Notes shall be
      substantially in the form of definitive Notes but may have variations that
      the
      Company considers appropriate for temporary Notes.  Without
      unreasonable delay, the Company shall prepare and the Trustee shall authenticate
      definitive Notes and deliver them in exchange for temporary Notes.

     

    Section
      2.10  Cancellation.

     

    The
      Company at any time may deliver Notes to the Trustee for
      cancellation.  The Registrar and the Paying Agent shall forward to the
      Trustee any Notes surrendered to them for registration of transfer, exchange
      or
      payment.  The Trustee and no one else shall cancel and destroy
      (subject to the record retention requirements of the Exchange Act) all Notes
      surrendered for registration of transfer, exchange, payment or cancellation
      and
      deliver a certificate of such destruction to the Company unless the Company
      directs the Trustee to deliver canceled Notes to the Company.  The
      Company may not issue new Notes to replace Notes it has redeemed, paid or
      delivered to the Trustee for cancellation.

     

    Section
      2.11  Defaulted
      Interest. 

     

    If
      the
      Company defaults in a payment of interest on the Notes, the Company shall pay
      defaulted interest (plus interest on such defaulted interest to the extent
      lawful) in any lawful manner.  The Company may pay the defaulted
      interest to the persons who are Noteholders on a subsequent special record
      date.  The Company shall fix or cause to be fixed any such special
      record date and payment date to the reasonable satisfaction of the Trustee
      and
      shall promptly mail to each Noteholder a notice that states the special record
      date, the payment date and the amount of defaulted interest to be
      paid.

     

    Section
      2.12  CUSIP
      Numbers.

     

    The
      Company in issuing the Notes may use “CUSIP” numbers and corresponding “ISINs”
(if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers and
      corresponding “ISINs” in notices of redemption as a convenience to Holders;
      provided, however, that any such notice may state that no representation is
      made
      as to the correctness of such numbers either as printed on the Notes or as
      contained in any notice of a redemption and that reliance may be placed only
      on
      the other identification numbers printed on the Notes, and any such redemption
      shall not be affected by any defect in or omission of such numbers.

     

    Section
      2.13  Issuance
      of Additional Notes. 

     

    The
      Company shall be entitled, subject to its compliance with Section 4.09, to
      issue
      Additional Notes under this Indenture which shall have identical terms as the
      Initial Notes issued on the Initial Issuance Date, other than with respect
      to
      the date of issuance and issue price.  The Initial Notes issued on the
      Initial Issuance Date, any Additional Notes and all Exchange Notes or Private
      Exchange Notes issued in exchange therefor shall be treated as a single class
      for all purposes under this Indenture.

     

    With
      respect to any Additional Notes, the Company shall set forth in a resolution
      of
      the Board of Directors and an Officers’ Certificate, a copy of each which shall
      be delivered to the Trustee, the following information:

     

    (1)  the
      aggregate principal amount of such Additional Notes to be authenticated and
      delivered pursuant to this Indenture;

     

    (2)  the
      issue
      price, the issue date and the CUSIP number and corresponding ISIN of such
      Additional Notes; provided, however, that no Additional Notes may be issued
      at a
      price that would cause such Additional Notes to have “original issue discount”
within the meaning of Section 1273 of the Code; and

     

    (3)  whether
      such Additional Notes shall be Transfer Restricted Securities and issued in
      the
      form of Initial Notes as set forth in Exhibit 1 to the Appendix to this
      Indenture or shall be issued in the form of Exchange Notes as set forth in
      Exhibit A to the Appendix.

     

    ARTICLE
      3

     

    REDEMPTION
      AND PREPAYMENT

     

    Section
      3.01  Notices
      to Trustee. 

     

    If
      the
      Company elects to redeem Notes pursuant to the optional redemption provisions
      of
      Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but
      not
      more than 60 days before a redemption date, an Officers’ Certificate setting
      forth (i) the clause of Section 3.07 pursuant to which the redemption shall
      occur, (ii) the redemption date, (iii) the principal amount of Notes to be
      redeemed, (iv) the redemption price, and (v) whether it requests the Trustee
      to
      give notice of such redemption.  Any such notice may be cancelled at
      any time prior to the mailing of notice of such redemption to any Holder and
      shall thereby be void and of no effect.

     

    Section
      3.02  Selection
      of Notes to Be Redeemed. 

     

    If
      less
      than all of the Notes are to be redeemed at any time, the Trustee shall select
      the Notes to be redeemed among the Holders of the Notes, on a pro rata basis,
      by
      lot or by such method as the Trustee shall deem fair and appropriate;
provided, however, that no Notes of $2,000 or less shall be
      redeemed in part.  In the event of partial redemption by lot, the
      particular Notes to be redeemed shall be selected, unless otherwise provided
      herein, not less than 30 days nor more than 60 days prior to the redemption
      date
      by the Trustee from the outstanding Notes not previously called for
      redemption.

     

    The
      Trustee shall promptly notify the Company in writing of the Notes selected
      for
      redemption and, in the case of any Note selected for partial redemption, the
      principal amount thereof to be redeemed.  Notes and portions of Notes
      selected shall be in amounts of $2,000 or whole multiples of $1,000; except
      that
      if all of the Notes of a Holder are to be redeemed, the entire outstanding
      amount of Notes held by such Holder, even if not a multiple of $1,000, shall
      be
      redeemed.  Provisions of this Indenture that apply to Notes called for
      redemption also apply to portions of Notes called for redemption.

     

    The
      provisions of the two preceding paragraphs of this Section 3.02 shall not apply
      with respect to any redemption affecting only a Global Note, whether such Global
      Note is to be redeemed in whole or in part.  In case of any such
      redemption in part, the unredeemed portion of the principal amount of the Global
      Note shall be in an authorized denomination.

     

    Section
      3.03  Notice
      of Redemption. 

     

    Subject
      to the provisions of Section 3.09 hereof, at least 30 days but not more than
      60
      days before a redemption date, the Company shall mail or cause to be mailed,
      by
      first class mail, a notice of redemption to each Holder whose Notes are to
      be
      redeemed at its registered address.

     

    The
      notice shall identify the Notes to be redeemed and shall state:

     

    (a)  the
      redemption date;

     

    (b)  the
      redemption price;

     

    (c)  if
      any
      Note is being redeemed in part, the portion of the principal amount of such
      Note
      to be redeemed and that, after the redemption date upon surrender of such Note,
      a new Note or Notes in a principal amount equal to the unredeemed portion shall
      be issued in the name of the Holder upon cancellation of the original
      Note;

     

    (d)  the
      name
      and address of the Paying Agent;

     

    (e)  that
      Notes called for redemption must be surrendered to the Paying Agent to collect
      the redemption price;

     

    (f)  that,
      unless the Company defaults in making such redemption payment, interest and
      Additional Interest, if any, on Notes called for redemption cease to accrue
      on
      and after the redemption date and the only remaining right of the Holders of
      such Notes is to receive payment of the redemption price upon surrender to
      the
      Paying Agent of the Notes redeemed;

     

    (g)  the
      paragraph of the Notes and/or Section of this Indenture pursuant to which the
      Notes called for redemption are being redeemed; and

     

    (h)  that
      no
      representation is made as to the correctness or accuracy of the CUSIP number,
      if
      any, listed in such notice or printed on the Notes.

     

    If
      any of
      the Notes to be redeemed is in the form of a Global Note, then the Company
      shall
      modify such notice to the extent necessary to accord with the procedures of
      the
      Depository applicable to redemption.

     

    At
      the
      Company’s request, the Trustee shall give the notice of redemption in the
      Company’s name and at its expense; provided, however, that the Company shall
      have delivered to the Trustee, at least 45 days (unless the Company and the
      Trustee agree to a shorter period) prior to the redemption date, an Officers’
Certificate requesting that the Trustee give such notice and setting forth
      the
      information to be stated in such notice as provided in the second preceding
      paragraph.

     

    Section
      3.04  Effect
      of Notice of Redemption. 

     

    Once
      notice of redemption is mailed in accordance with Section 3.03 hereof, Notes
      called for redemption become irrevocably due and payable on the redemption
      date
      at the redemption price.  A notice of redemption may not be
      conditional.

     

    Section
      3.05  Deposit
      of Redemption Price. 

     

    Prior
      to
      11:00 a.m. New York time on the redemption date, the Company shall deposit
      with
      the Paying Agent (or, if the Company is acting as its own Paying Agent,
      segregate and hold in trust as provided in Section 2.04 hereof) money sufficient
      in same day funds to pay the redemption price of and accrued interest and
      Additional Interest, if any, on all Notes to be redeemed on that
      date.  The Paying Agent shall promptly return to the Company any money
      deposited with the Paying Agent by the Company in excess of the amounts
      necessary to pay the redemption price of and accrued interest and Additional
      Interest, if any, on all Notes to be redeemed.

     

    If
      the
      Company complies with the provisions of the preceding paragraph, on and after
      the redemption date, interest and Additional Interest, if any, shall cease
      to
      accrue on the Notes or the portions of Notes called for redemption whether
      or
      not such Notes are presented for payment, and the only remaining right of the
      Holders of such Notes shall be to receive payment of the redemption price upon
      surrender to the Paying Agent of the Notes redeemed.  If a Note is
      redeemed on or after an interest record date but on or prior to the related
      interest payment date, then any accrued and unpaid interest and Additional
      Interest, if any, shall be paid to the Person in whose name such Note was
      registered at the close of business on such record date.  If any Note
      called for redemption shall not be so paid upon surrender for redemption because
      of the failure of the Company to comply with the preceding paragraph, interest
      shall be paid on the unpaid principal, from the redemption date until such
      principal is paid, and to the extent lawful, on any interest and Additional
      Interest, if any, not paid on such unpaid principal, in each case at the rate
      provided in the Notes and in Section 4.01 hereof.

     

    Section
      3.06  Notes
      Redeemed in Part. 

     

    Upon
      surrender of a Note that is redeemed in part, the Company shall issue in the
      name of the Holder and the Trustee shall authenticate for the Holder at the
      expense of the Company a new Note equal in principal amount to the unredeemed
      portion of the Note surrendered.

     

    Section
      3.07  Optional
      Redemption. 

     

    (a)  Except
      as
      set forth in clauses (b) and (c) of this Section 3.07, the Company shall not
      have the option to redeem the Notes pursuant to this Section 3.07 prior to
      September 15, 2012.  On or after such date, the Company shall
      have the option to redeem the Notes, in whole or in part, at the redemption
      prices (expressed as percentages of principal amount) set forth below, plus
      accrued and unpaid interest and Additional Interest, if any, to the applicable
      redemption date, if redeemed during the twelve-month period beginning on
      September 15 of the years indicated below:

     

    
      	
              YEAR

            	
              PERCENTAGE

            
	
              2012

            	
              103.750%

            
	
              2013

            	
              102.500%

            
	
              2014

            	
              101.250%

            
	
              2015
                and thereafter

            	
              100.000%

            
	 	 


    

    (b)  Notwithstanding
      the provisions of clause (a) of this Section 3.07, at any time on or prior
      to
      September 15, 2010, the Company may on one or more occasions redeem up to
      35% of the aggregate principal amount of Notes (including any Additional Notes)
      issued at a redemption price of 107.500% of the principal amount thereof, plus
      accrued and unpaid interest and Additional Interest, if any, to the redemption
      date, with the net cash proceeds of one or more Qualified Equity Offerings,
      provided that:

     

    (1)  at
      least
      65% of the aggregate principal amount of Notes (including any Additional Notes)
      issued remains outstanding immediately after the occurrence of each such
      redemption; and

     

    (2)  each
      such
      redemption occurs within 180 days of the date of the closing of each such
      Qualified Equity Offering.

     

    (c)  Prior
      to
      September 15, 2012, the Company may at its option redeem all, but not less
      than all, of the Notes at a redemption price equal to 100% of the principal
      amount of the Notes plus the Applicable Premium as of, and accrued and unpaid
      interest and Additional Interest, if any, to, the redemption date.

     

    (d)  Any
      redemption pursuant to this Section 3.07 shall be made pursuant to the
      provisions of Section 3.01 through Section 3.06 hereof.

     

    (e)  If
      the
      optional redemption date is on or after an interest payment record date and
      on
      or before the related interest payment date, the accrued and unpaid interest
      and
      Additional Interest, if any, will be paid to the Person in whose name the Note
      is registered at the close of business, on such record date, and no other
      interest will be payable to holders whose Notes will be subject to redemption
      by
      the Company.

     

    Section
      3.08  Mandatory
      Redemption. 

     

    Except
      as
      set forth under Sections 4.10 and 4.15 hereof, the Company shall not be required
      to make mandatory redemption or sinking fund payments with respect to the Notes
      or to repurchase the Notes at the option of the holders.

     

    Section
      3.09  Offer
      to Purchase by Application of Excess Proceeds. 

     

    In
      the
      event that, pursuant to Section 4.10 hereof, the Company shall be required
      to
      commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it
      shall follow the procedures specified below.

     

    The
      Asset
      Sale Offer shall remain open for a period of 20 Business Days following its
      commencement and no longer, except to the extent that a longer period is
      required by applicable law (the “Offer Period”).  No later than five
      Business Days after the termination of the Offer Period (the “Purchase Date”),
      the Company shall purchase the principal amount of Notes required to be
      purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less than
      the Offer Amount has been tendered, all Notes validly tendered in response
      to
      the Asset Sale Offer.  Payment for any Notes so purchased shall be
      made in the same manner as interest payments are made.

     

    If
      the
      Purchase Date is on or after an interest record date and on or before the
      related interest payment date, any accrued and unpaid interest and Additional
      Interest, if any, shall be paid to the Person in whose name a Note is registered
      at the close of business on such record date, and no additional interest or
      Additional Interest, if any, shall be payable to Holders who tender Notes
      pursuant to the Asset Sale Offer.

     

    Upon
      the
      commencement of an Asset Sale Offer, the Company shall send, by first class
      mail, a notice to each of the Holders, with a copy to the
      Trustee.  The notice shall contain all instructions and materials
      necessary to enable such Holders to tender Notes pursuant to the Asset Sale
      Offer.  The Asset Sale Offer shall be made to all
      Holders.  The notice, which shall govern the terms of the Asset Sale
      Offer, shall state:

     

    (a)  that
      the
      Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10
      hereof and the length of time the Asset Sale Offer shall remain
      open;

     

    (b)  the
      Offer
      Amount, the purchase price and the Purchase Date;

     

    (c)  that
      any
      Note not tendered or accepted for payment shall continue to accrue interest
      and
      Additional Interest, if any;

     

    (d)  that,
      unless the Company defaults in making such payment, any Note accepted for
      payment pursuant to the Asset Sale Offer shall cease to accrue interest and
      Additional Interest, if any, after the Purchase Date;

     

    (e)  that
      Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
      only elect to have all of such Note purchased and may not elect to have only
      a
      portion of such Note purchased;

     

    (f)  that
      Holders electing to have a Note purchased pursuant to any Asset Sale Offer
      shall
      be required to surrender the Note, with the form entitled “Option of Holder to
      Elect Purchase” on the reverse of the Note completed, to the Company or a Paying
      Agent at the address specified in the notice at least three days before the
      Purchase Date;

     

    (g)  that
      Holders shall be entitled to withdraw their election if the Company or the
      Paying Agent, as the case may be, receives, not later than the expiration of
      the
      Offer Period, a telegram, telex, facsimile transmission or letter setting forth
      the name of the Holder, the principal amount of the Note the Holder delivered
      for purchase and a statement that such Holder is withdrawing his election to
      have such Note purchased;

     

    (h)  that,
      if
      the aggregate principal amount of Notes surrendered by Holders, and 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 on the basis of the aggregate
      principal amount of tendered Notes and Pari Passu Notes (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);
      and

     

    (i)  that
      Holders whose Notes were purchased only in part shall be issued new Notes equal
      in principal amount to the unpurchased portion of the Notes surrendered (or
      transferred by book-entry transfer).

     

    If
      any of
      the Notes subject to an Asset Sale Offer is in the form of a Global Note, then
      the Company shall modify such notice to the extent necessary to accord with
      the
      procedures of the Depository applicable to repurchases.

     

    On
      or
      before the Purchase Date, the Company shall, to the extent lawful, accept for
      payment Notes or portions thereof tendered pursuant to the Asset Sale Offer
      in
      the aggregate principal amount required by Section 4.10 hereof, and shall
      deliver to the Trustee an Officers’ Certificate stating that such Notes or
      portions thereof were accepted for payment by the Company in accordance with
      the
      terms of this Section 3.09 and Section 4.10.  The Company or the
      Paying Agent, as the case may be, shall promptly (but in any case not later
      than
      five days after the Purchase Date) mail or deliver to each tendering Holder
      an
      amount equal to the purchase price of the Notes tendered by such Holder and
      accepted by the Company for purchase, and the Company shall promptly issue
      a new
      Note, and the Trustee shall authenticate and mail or deliver such new Note
      to
      such Holder, in a principal amount equal to any unpurchased portion of the
      Note
      surrendered.  Any Note not so accepted shall be promptly mailed or
      delivered by the Company to the Holder thereof.  The Company shall
      publicly announce the results of the Asset Sale Offer on the Purchase
      Date.

     

    Other
      than as specifically provided in this Section 3.09, any purchase pursuant to
      this Section 3.09 shall be made pursuant to the provisions of Section 3.01
      through Section 3.06 hereof.

     

    ARTICLE
      4

     

    COVENANTS

     

    Section
      4.01  Payment
      of Notes. 

     

    The
      Company shall pay or cause to be paid the principal of, premium, if any,
      interest and Additional Interest, if any, on the Notes on the dates and in
      the
      manner provided in the Notes.  Principal, premium, if any, interest
      and Additional Interest, if any, shall be considered paid on the date due if
      the
      Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
      11:00 a.m.  New York time on the due date money deposited by the
      Company in immediately available funds and designated for and sufficient to
      pay
      all principal, premium, if any, interest and Additional Interest, if any, then
      due.

     

    The
      Company shall pay interest (including post-petition interest in any proceeding
      under any Bankruptcy Law) on overdue principal at the rate equal to the interest
      rate on the Notes to the extent lawful; it shall pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on overdue
      installments of interest and Additional Interest, if any (without regard to
      any
      applicable grace period), at the same rate to the extent lawful.

     

    Section
      4.02  Maintenance
      of Office or Agency. 

     

    The
      Company shall maintain an office or agency (which may be an office of the
      Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
      may be presented or surrendered for payment, where Notes may be surrendered
      for
      registration of transfer or for exchange and where notices and demands to or
      upon the Company in respect of the Notes and this Indenture may be
      served.  The Company shall give prompt written notice to the Trustee
      of the location, and any change in the location, of such office or
      agency.  If at any time the Company shall fail to maintain any such
      required office or agency or shall fail to furnish the Trustee with the address
      thereof, such presentations, surrenders, notices and demands may be made or
      served at the Corporate Trust Office of the Trustee.

     

    The
      Company may also from time to time designate one or more other offices or
      agencies where the Notes may be presented or surrendered for any or all such
      purposes and may from time to time rescind such
      designations.  Further, if at any time there shall be no such office
      or agency in the City of New York where the Notes may be presented or
      surrendered for payment, the Company shall forthwith designate and maintain
      such
      an office or agency in the City of New York, in order that the Notes shall
      at
      all times be payable in the City of New York.  The Company shall give
      prompt written notice to the Trustee of any such designation or rescission
      and
      of any change in the location of any such other office or agency.

     

    The
      Company hereby designates the Corporate Trust Office of U.S. Bank Trust National
      Association, 100 Wall Street, New York, NY 10005 as one such office or agency
      of
      the Company in accordance with Section 2.03.

     

    Section
      4.03  Reports. 

     

    (a)  Notwithstanding
      that the Company may not be subject to the reporting requirements of Section
      13
      or 15(d) of the Exchange Act, the Company will file with the SEC (unless the
      SEC
      will not accept such a filing) within the time periods specified in the Exchange
      Act and, within 15 days of filing, or attempting to file, the same with the
      SEC,
      furnish to the Trustee and the holders of the Notes:

     

    (1)  all
      quarterly and annual financial and other information with respect to the Company
      and its Subsidiaries that would be required to be contained in a filing with
      the
      SEC on Forms 10-Q and 10-K if the Company were required to file such forms,
      including a “Management’s Discussion and Analysis of Financial Condition and
      Results of Operations” and, with respect to the annual information only, a
      report thereon by the Company’s certified independent accountants;
      and

     

    (2)  all
      current reports that would be required to be filed with the SEC on Form 8-K
      if
      the Company were required to file such reports.  The Company shall at
      all times comply with TIA § 314(a).

     

    So
      long
      as the Company is required to file periodic reports under Section 13(a) or
      Section 15(d) of the Securities Exchange Act of 1934, as amended, the
      Company’s obligation to deliver the information referred to above shall be
      deemed satisfied upon the filing of such information in the EDGAR system and
      the
      giving of notice to the Trustee as to the public availability of such
      information from such source.

     

    (b)  The
      Company and the Guarantors shall furnish to the holders of the Notes,
      prospective purchasers of the Notes and securities analysts, upon their request,
      the information, if any, required to be delivered pursuant to Rule 144A(d)(4)
      under the Securities Act.

     

    (c)  If
      the
      Company has designated any of its Subsidiaries as Unrestricted Subsidiaries,
      then the quarterly and annual financial information required by the preceding
      paragraph shall include a reasonably detailed presentation, either on the face
      of the financial statements or in the footnotes to the financial statements
      and
      in Management’s Discussion and Analysis of Results of Operations and Financial
      Condition, of the financial condition and results of operations of the Company
      and its Restricted Subsidiaries separate from the financial condition and
      results of operations of the Unrestricted Subsidiaries.

     

    Section
      4.04  Compliance
      Certificate. 

     

    (a)  The
      Company shall deliver to the Trustee, within 90 days after the end of each
      fiscal year, an Officers’ Certificate stating that a review of the activities of
      the Company and its Restricted Subsidiaries during the preceding fiscal year
      has
      been made under the supervision of the signing Officers with a view to
      determining whether the Company has kept, observed, performed and fulfilled
      its
      obligations under this Indenture, and further stating, as to each such Officer
      signing such certificate, that to the best of his or her knowledge the Company
      has kept, observed, performed and fulfilled each and every covenant contained
      in
      this Indenture and is not in default in the performance or observance of any
      of
      the terms, provisions and conditions of this Indenture (or, if a Default or
      Event of Default shall have occurred, describing all such Defaults or Events
      of
      Default of which he or she may have knowledge and what action the Company is
      taking or proposes to take with respect thereto) and that to the best of his
      or
      her knowledge no event has occurred and remains in existence by reason of which
      payments on account of the principal of or interest, if any, on the Notes is
      prohibited or if such event has occurred, a description of the event and what
      action the Company is taking or proposes to take with respect
      thereto.

     

    (b)  So
      long
      as not contrary to the then current recommendations of the American Institute
      of
      Certified Public Accountants, the year-end financial statements delivered
      pursuant to Section 4.03(a) above shall be accompanied by a written statement
      of
      the Company’s independent public accountants (who shall be a firm of established
      national reputation) that in making the examination necessary for certification
      of such financial statements, nothing has come to their attention that would
      lead them to believe that the Company has violated any provisions of Article
      4
      or Article 5 hereof or, if any such violation has occurred, specifying the
      nature and period of existence thereof, it being understood that such
      accountants shall not be liable directly or indirectly to any Person for any
      failure to obtain knowledge of any such violation.

     

    (c)  The
      Company shall, so long as any of the Notes are outstanding, deliver to the
      Trustee, forthwith upon any Officer becoming aware of any Default or Event
      of
      Default, an Officers’ Certificate specifying such Default or Event of Default
      and what action the Company is taking or proposes to take with respect
      thereto.

     

    Section
      4.05  Taxes. 

     

    The
      Company shall pay, and shall cause each of its Subsidiaries to pay, prior to
      delinquency, all material taxes, assessments, and governmental levies except
      such as are contested in good faith and by appropriate proceedings or where
      the
      failure to effect such payment is not adverse in any material respect to the
      Holders of the Notes.

     

    Section
      4.06  Stay,
      Extension and Usury Laws. 

     

    Each
      of
      the Company and each of the Guarantors covenants (to the extent that it may
      lawfully do so) that it shall not at any time insist upon, plead, or in any
      manner whatsoever claim or take the benefit or advantage of, any stay, extension
      or usury law wherever enacted, now or at any time hereafter in force, that
      may
      affect the covenants or the performance of this Indenture; and the Company
      (to
      the extent that it may lawfully do so) hereby expressly waives all benefit
      or
      advantage of any such law, and covenants that it shall not, by resort to any
      such law, hinder, delay or impede the execution of any power herein granted
      to
      the Trustee, but shall suffer and permit the execution of every such power
      as
      though no such law has been enacted.

     

    Section
      4.07  Limitation
      on Restricted Payments. 

     

    The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly:

     

    (1)  declare
      or pay any dividend or make any other payment or distribution on account of
      the
      Company’s or any of its Restricted Subsidiaries’ Equity Interests (including,
      without limitation, any payment in connection with any merger or consolidation
      involving the Company or any of its Restricted Subsidiaries) or make any similar
      payment to the direct or indirect holders of the Company’s Equity Interests in
      their capacity as such (other than dividends or distributions payable in Equity
      Interests (other than Disqualified Stock) of the Company);

     

    (2)  purchase,
      redeem or otherwise acquire or retire for value (including without limitation,
      in connection with any merger or consolidation involving the Company) any Equity
      Interests of the Company (other than any such Equity Interests owned by the
      Company or any Restricted Subsidiary of the Company);

     

    (3)  make
      any
      payment on or with respect to, or purchase, redeem, defease or otherwise acquire
      or retire for value, any Indebtedness that is subordinated to the Notes or
      any
      Subsidiary Guarantee, except a payment of interest or principal at Stated
      Maturity; or

     

    (4)  make
      any
      Restricted Investment (all such payments and other actions set forth in clauses
      (1) through (4) above being collectively referred to as “Restricted Payments”),
      unless, at the time of and after giving effect to such Restricted
      Payment:

     

    (a)  no
      Default or Event of Default shall have occurred and be continuing or would
      occur
      as a consequence thereof;

     

    (b)  the
      Company would, at the time of such Restricted Payment and after giving pro
      forma
      effect thereto as if such Restricted Payment had been made at the beginning
      of
      the applicable four-quarter period, have been permitted to incur at least $1.00
      of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio
      test set forth in the first paragraph of Section 4.09 hereof; and

     

    (c)  such
      Restricted Payment, together with the aggregate amount of all other Restricted
      Payments made by the Company and its Restricted Subsidiaries after the Initial
      Issuance Date (excluding Restricted Payments permitted by clauses (2), (3),
      (4),
      (6) and (7), but including, without duplication, Restricted Payments permitted
      by clauses (1), (5) and (8), of the next succeeding paragraph and clause (6)(b)
      of the definition of “Permitted Investment”), is less than the sum
      of:

     

    (A)  50%
      of
      the Consolidated Net Income of the Company for the period (taken as one
      accounting period) from April 1, 2007 to the end of the Company’s most recently
      ended fiscal quarter for which internal financial statements are available
      at
      the time of such Restricted Payment (or, if such Consolidated Net Income for
      such period is a deficit, less 100% of such deficit); plus

     

    (B)  the
      sum
      of (x) 100% of the aggregate net cash proceeds received by the Company from
      the
      issue or sale since the Initial Issuance Date of Equity Interests of the Company
      (other than Disqualified Stock) or of Disqualified Stock or debt securities
      of
      the Company that have been converted into such Equity Interests (other than
      (1)
      any such Equity Interests, Disqualified Stock or convertible debt securities
      sold to a Subsidiary of the Company or an employee stock ownership plan, option
      plan or similar trust to the extent such sale to an employee stock ownership
      plan or similar trust is financed by loans from or guaranteed by the Company
      or
      any Restricted Subsidiary unless such loans have been repaid with cash on or
      prior to the date of determination and (2) Disqualified Stock or convertible
      debt securities that have been converted into Disqualified Stock), (y) 100%
      of
      the Fair Market Value of property constituting Additional Assets received by
      the
      Company or a Restricted Subsidiary subsequent to the Initial Issuance Date
      in
      exchange for Capital Stock (other than Disqualified Stock and other than Capital
      Stock issued to a Subsidiary of the Company) and (z) 100% of any cash capital
      contribution received by the Company from its shareholders subsequent to the
      Initial Issuance Date; plus

     

    (C)  to
      the
      extent that any Restricted Investment that was made after June 20, 2003 is
      sold for cash or otherwise liquidated or repaid for cash after the Initial
      Issuance Date, the lesser of (1) the cash return of capital with respect to
      such
      Restricted Investment (less the cost of disposition, if any) and (2) the initial
      amount of such Restricted Investment; plus

     

    (D)  in
      the
      event that any Unrestricted Subsidiary is redesignated as a Restricted
      Subsidiary, the lesser of (1) an amount equal to the Fair Market Value of the
      Company’s Investments in such Restricted Subsidiary and (2) the amount of
      Restricted Investments previously made by the Company and its Restricted
      Subsidiaries in such Unrestricted Subsidiary; plus

     

    (E)  100%
      of
      the aggregate net cash proceeds received by the Company from the issue or sale
      of debt securities of the Company that are outstanding on the Initial Issuance
      Date and that have been converted into Equity Interests of the Company on or
      after the Initial Issuance Date; plus

     

    (F)  the
      amount available for the payment of Restricted Payments, as of the Initial
      Issuance Date, under Section 4.07(4)(c) of the Indenture governing the Company’s
      61⁄8% Senior Notes due 2013.

     

    The
      preceding provisions of this Section 4.07 will not prohibit any of the
      following:

     

    (1)  the
      payment of any dividend within 60 days after the date of declaration thereof,
      if
      at the date of declaration such payment would have complied with the provisions
      of this Indenture;

     

    (2)  the
      redemption, repurchase, retirement, defeasance or other acquisition of any
      Indebtedness subordinated to the Notes or the Subsidiary Guarantees or Equity
      Interests of the Company in exchange for, or out of the net cash proceeds of
      the
      substantially concurrent sale (other than to a Subsidiary of the Company) of,
      other Equity Interests of the Company (other than any Disqualified Stock and
      other than Equity Interests issued or sold to a Subsidiary of the Company or
      an
      employee stock ownership plan or similar trust to the extent such sale to an
      employee stock ownership plan or similar trust is financed by loans from or
      guaranteed by the Company or any Restricted Subsidiary unless such loans have
      been repaid with cash on or prior to the date of determination), provided that
      the amount of any such net cash proceeds that are utilized for any such
      redemption, repurchase, retirement, defeasance or other acquisition shall be
      excluded from clause (4)(c)(B) of the preceding paragraph;

     

    (3)  the
      defeasance, redemption, repurchase, retirement or other acquisition of
      Indebtedness subordinated to the Notes or the Subsidiary Guarantees with the
      net
      cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing
      Indebtedness;

     

    (4)  the
      payment of any dividend or distribution by a Restricted Subsidiary of the
      Company to the Company or any of its Restricted Subsidiaries (and if such
      Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other
      holders of its Capital Stock on a pro rata basis);

     

    (5)  so
      long
      as no Default or Event of Default shall have occurred and be continuing, the
      repurchase, redemption or other acquisition or retirement for value of any
      Equity Interests of the Company held by any current or former employee or
      director of the Company or any of its Restricted Subsidiaries, provided that
      the
      aggregate price paid for all such repurchased, redeemed, acquired or retired
      Equity Interests shall not exceed $500,000 in any calendar year;

     

    (6)  the
      acquisition of Equity Interests of the Company in connection with the exercise
      of stock options or stock appreciation rights by way of cashless
      exercise;

     

    (7)  so
      long
      as no Default or Event of Default has occurred and is continuing, any purchase
      or redemption of Indebtedness subordinated to the Notes or the Subsidiary
      Guarantees from Net Proceeds from an Asset Sale to the extent permitted by
      Section 4.10 hereof after the Company (or a Restricted Subsidiary, as the case
      may be) has made an offer to the holders of the Notes to purchase the Notes
      pursuant to such covenant; and

     

    (8)  other
      Restricted Payments in an amount not to exceed $50.0 million.

     

    The
      Board
      of Directors may designate any Restricted Subsidiary to be an Unrestricted
      Subsidiary if such designation would not cause a Default.  For
      purposes of making such determination, all outstanding Investments by the
      Company and its Restricted Subsidiaries (except to the extent repaid in cash)
      in
      the Subsidiary so designated shall be deemed to be Restricted Payments at the
      time of such designation.  All such outstanding Investments will be
      deemed to constitute Investments in an amount equal to the Fair Market Value
      of
      such Investments at the time of such designation.  Such designation
      shall only be permitted if such Restricted Payment would be permitted at such
      time and if such Restricted Subsidiary otherwise meets the definition of an
      Unrestricted Subsidiary.

     

    The
      amount of all Restricted Payments (other than cash) shall be the Fair Market
      Value on the date of the Restricted Payment of the asset(s) or securities
      proposed to be transferred or issued by the Company or such Restricted
      Subsidiary, as the case may be, pursuant to the Restricted
      Payment.  The Fair Market Value of any non-cash Restricted Payment
      shall be evidenced by an Officers’ Certificate delivered to the
      Trustee.  Not later than five Business Days following the date of
      making any Restricted Payment (excluding Restricted Payments permitted by
      clauses (2), (3), (4), (6) and (7) of the second preceding paragraph), the
      Company shall deliver to the Trustee an Officers’ Certificate stating that such
      Restricted Payment is permitted and setting forth the basis upon which the
      calculations required by this Section 4.07 were computed.

     

    Section
      4.08  Limitation
      on Dividend and Other Payment Restrictions Affecting
      Subsidiaries. 

     

    The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly, create or otherwise cause or suffer to exist or become
      effective any consensual encumbrance or restriction on the ability of any
      Restricted Subsidiary to:

     

    (1)  (a)
      pay
      dividends or make any other distributions to the Company or any of its
      Restricted Subsidiaries on its Capital Stock or (b) pay any Indebtedness or
      other obligations owed to the Company or any of its Restricted
      Subsidiaries;

     

    (2)  make
      loans or advances to the Company or any of its Restricted Subsidiaries;
      or

     

    (3)  transfer
      any of its properties or assets to the Company or any of its Restricted
      Subsidiaries,

     

    except
      for such encumbrances or restrictions existing under or by reason
      of:

     

    (a)  the
      Credit Facilities or any instrument governing Existing Indebtedness, each as
      in
      effect on the Initial Issuance Date;

     

    (b)  this
      Indenture and the Notes;

     

    (c)  applicable
      law;

     

    (d)  any
      instrument governing Indebtedness or Capital Stock of a Person acquired by
      the
      Company or any of its Restricted Subsidiaries as in effect at the time of such
      acquisition (except to the extent such Indebtedness was incurred in connection
      with or in contemplation of such acquisition), which encumbrance or restriction
      is not applicable to any Person or the properties or assets of any Person,
      other
      than the Person, or the property or assets of the Person, so acquired, provided
      that, in the case of Indebtedness, such Indebtedness was permitted by the terms
      of this Indenture to be incurred;

     

    (e)  by
      reason
      of customary non-assignment provisions in leases entered into in the ordinary
      course of business and consistent with past practices;

     

    (f)  any
      mortgages, pledges or other security agreements permitted under the Indenture
      securing Indebtedness of the Company or a Restricted Subsidiary to the extent
      the encumbrances or restrictions they contain restrict the transfer of the
      properties or assets subject to such mortgages, pledges or other security
      agreements;

     

    (g)  purchase
      money obligations for properties or assets acquired in the ordinary course
      of
      business and Capital Lease Obligations permitted under this Indenture, in each
      case, that impose encumbrances or restrictions of the nature described in clause
      (3) of the first paragraph of this Section 4.08 on the properties or assets
      so
      acquired;

     

    (h)  any
      encumbrance or restriction with respect to a Restricted Subsidiary (or any
      of
      its properties or assets) imposed pursuant to an agreement entered into for
      the
      direct or indirect sale or disposition of all or substantially all the Capital
      Stock or properties or assets of such Restricted Subsidiary (or the properties
      or assets that are subject to such restriction) pending the closing of such
      sale
      or disposition;

     

    (i)  customary
      provisions in bona fide contracts for the sale of properties or
      assets;

     

    (j)  customary
      provisions in joint venture agreements and similar agreements that restrict
      the
      transfer of interests in the joint venture; or

     

    (k)  Permitted
      Refinancing Indebtedness with respect to any Indebtedness referred to in clauses
      (a) and (b) above, provided that the restrictions contained in the agreements
      governing such Permitted Refinancing Indebtedness are not materially more
      restrictive, taken as a whole, than those contained in the agreements governing
      the Indebtedness being refinanced.

     

    Section
      4.09  Limitation
      on Incurrence of Indebtedness and Issuance of Preferred
      Stock. 

     

    The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly, create, incur, issue, assume, guarantee or otherwise
      become directly or indirectly liable, contingently or otherwise, with respect
      to
      (collectively, “incur” or an “incurrence”) any Indebtedness, and the Company
      will not, and will not permit any Guarantor to, issue any Disqualified Stock
      and
      the Company will not permit any of its Restricted Subsidiaries that are not
      Guarantors to issue any shares of Preferred Stock; provided, however, that
      the
      Company and its Restricted Subsidiaries may incur Indebtedness, and the Company
      and any Guarantor may issue Disqualified Stock, if the Consolidated Interest
      Coverage Ratio for the Company’s most recently ended four full fiscal quarters
      for which internal financial statements are available immediately preceding
      the
      date on which such additional Indebtedness is incurred or such Disqualified
      Stock is issued would have been at least 2.0 to 1, determined on a pro forma
      basis (including a pro forma application of the net proceeds therefrom), as
      if
      the additional Indebtedness or Disqualified Stock had been issued or incurred
      at
      the beginning of such four-quarter period.

     

    The
      foregoing provisions shall not apply to:

     

    (1)  the
      incurrence by the Company and its Restricted Subsidiaries of Indebtedness under
      the Credit Facilities in an aggregate principal amount at any one time
      outstanding not to exceed the greater of (i) $150.0 million (or the
      equivalent thereof in any other currency or currency unit), or (ii) 30% of
      Consolidated Net Tangible Assets, plus any fees, premiums, expenses (including
      costs of collection), indemnities and similar amounts payable in connection
      with
      such Indebtedness;

     

    (2)  the
      incurrence by the Company and its Restricted Subsidiaries of Existing
      Indebtedness;

     

    (3)  the
      incurrence by the Company and its Restricted Subsidiaries of Hedging Obligations
      in the ordinary course of business and not for speculation;

     

    (4)  the
      incurrence by the Company and its Restricted Subsidiaries of Indebtedness
      represented by the Notes (other than Additional Notes), the Subsidiary
      Guarantees thereof and this Indenture;

     

    (5)  guarantees
      by the Guarantors of Indebtedness incurred in accordance with the provisions
      of
      the Indenture;

     

    (6)  the
      incurrence of intercompany Indebtedness between or among the Company and any
      of
      its Restricted Subsidiaries, provided that any subsequent issuance or transfer
      of Equity Interests that results in any such Indebtedness being held by a Person
      other than the Company or a Restricted Subsidiary of the Company, or any sale
      or
      other transfer of any such Indebtedness to a Person that is neither the Company
      nor a Restricted Subsidiary of the Company, shall be deemed to constitute an
      incurrence of such Indebtedness by the Company or such Restricted Subsidiary,
      as
      the case may be; provided, however:

     

    (a)  if
      the
      Company is the obligor on such Indebtedness and a Guarantor is not the obligee,
      such Indebtedness is expressly subordinated to the prior payment in full in
      cash
      of all obligations with respect to the Notes;

     

    (b)  if
      a
      Guarantor is the obligor on such Indebtedness and the Company or a Guarantor
      is
      not the obligee, such Indebtedness is expressly subordinated in right of payment
      to the Subsidiary Guarantees of such Guarantor;

     

    (7)  Indebtedness
      in respect of bid, performance or surety bonds issued for the account of the
      Company or any Restricted Subsidiary thereof in the ordinary course of business,
      including guarantees or obligations of the Company or any Restricted Subsidiary
      thereof with respect to letters of credit supporting such bid, performance
      or
      surety obligations (in each case other than for an obligation for money
      borrowed);

     

    (8)  the
      incurrence by the Company or any of its Restricted Subsidiaries of Permitted
      Refinancing Indebtedness in exchange for, or the net proceeds of which are
      used
      to extend, refinance, renew, replace, defease or refund, Indebtedness that
      was
      permitted by this Indenture to be incurred (other than pursuant to clause (1),
      (6), (11) or (13) of this Section 4.09);

     

    (9)  the
      incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
      represented by Capital Lease Obligations, mortgage financings or purchase money
      obligations with respect to assets other than Capital Stock or other
      Investments, in each case incurred for the purpose of financing all or any
      part
      of the purchase price or cost of construction or improvements of property used
      in the business of the Company or such Restricted Subsidiary, in an aggregate
      principal amount not to exceed the greater of (i) $50.0 million or (ii) 5%
      of
      Consolidated Net Tangible Assets at any time outstanding;

     

    (10)  Indebtedness
      of a Restricted Subsidiary incurred and outstanding on the date on which such
      Restricted Subsidiary was acquired by the Company, or Indebtedness incurred
      by
      the Company or a Restricted Subsidiary to provide all or any portion of the
      funds utilized to consummate the transaction or series of related transactions
      pursuant to which such Restricted Subsidiary becomes a Restricted Subsidiary
      or
      is otherwise acquired by the Company, provided, however, that at the
      time such Restricted Subsidiary is acquired by the Company, the Consolidated
      Interest Coverage Ratio for the Company’s most recent four quarters for which
      internal financial statements are available, after giving pro forma effect
      to
      the acquisition and the incurrence of any related Indebtedness, would be (a)
      at
      least 2.0 to 1.0 or (b) greater than the Consolidated Interest Coverage Ratio
      determined for such four quarter period without giving effect to such
      acquisition and incurrence of Indebtedness;

     

    (11)  Indebtedness
      arising from agreements of the Company or a Restricted Subsidiary providing
      for
      indemnification, adjustment of purchase price or similar obligations, in each
      case, incurred or assumed in connection with the disposition of any business,
      assets or Capital Stock of a Restricted Subsidiary, provided that the maximum
      aggregate liability in respect of all such Indebtedness shall at no time exceed
      the gross proceeds actually received by the Company and its Restricted
      Subsidiaries in connection with such disposition;

     

    (12)  Indebtedness
      arising from the honoring by a bank or other financial institution of a check,
      draft or similar instrument (except in the case of daylight overdrafts) drawn
      against insufficient funds in the ordinary course of business, provided,
      however, that such Indebtedness is extinguished within five business days of
      incurrence; and

     

    (13)  in
      addition to the items referred to in clauses (1) through (12) above,
      Indebtedness of the Company and the Guarantors in an aggregate outstanding
      principal amount which, when taken together with the principal amount of all
      other Indebtedness incurred pursuant to this clause (13) and then outstanding,
      will not exceed the greater of (i) $50.0 million or (ii) 5% of Consolidated
      Net Tangible Assets at any one time outstanding.

     

    The
      Company shall not, and shall not permit any Guarantor to, directly or
      indirectly, incur any Indebtedness which by its terms (or by the terms of any
      agreement governing such Indebtedness) is subordinated to any other Indebtedness
      of the Company or of such Guarantor, as the case may be, unless such
      Indebtedness is also by its terms (or by the terms of any agreement governing
      such Indebtedness) made expressly subordinate to the Notes or the Subsidiary
      Guarantee of such Guarantor, as the case may be, to the same extent and in
      the
      same manner as such Indebtedness is subordinated pursuant to subordination
      provisions that are most favorable to the holders of any other Indebtedness
      of
      the Company or of such Guarantor, as the case may be.

     

    For
      purposes of determining compliance with, and the outstanding principal amount
      of
      any particular Indebtedness incurred pursuant to and in compliance with this
      Section 4.09:

     

    (1)  in
      the
      event that Indebtedness meets the criteria of more than one of the types of
      Indebtedness described in the first and second paragraphs of this Section 4.09,
      the Company, in its sole discretion, will classify such item of Indebtedness
      on
      the date of incurrence (or later classify or reclassify such Indebtedness,
      in
      its sole discretion) and only be required to include the amount and type of
      such
      Indebtedness in one of such clauses (any Indebtedness under Credit Facilities
      on
      the Initial Issue Date shall be considered incurred under the first paragraph
      of
      this covenant);

     

    (2)  guarantees
      of, or obligations in respect of letters of credit relating to, Indebtedness
      which is otherwise included in the determination of a particular amount of
      Indebtedness shall not be included;

     

    (3)  the
      principal amount of any Disqualified Stock of the Company or a Guarantor will
      be
      equal to the greater of the maximum mandatory redemption or repurchase price
      (not including, in either case, any redemption or repurchase premium) or the
      liquidation preference thereof;

     

    (4)  Indebtedness
      permitted by this Section 4.09 need not be permitted solely by reference to
      one
      provision permitting such Indebtedness but may be permitted in part by one
      such
      provision and in part by one or more other provisions of this Section 4.09
      permitting such Indebtedness; and

     

    (5)  the
      amount of Indebtedness issued at a price that is less than the principal amount
      thereof will be equal to the amount of the liability in respect thereof
      determined in accordance with GAAP.

     

    Accrual
      of interest, accrual of dividends, the accretion of accreted value, the payment
      of interest in the form of additional Indebtedness and the payment of dividends
      in the form of additional shares of Preferred Stock or Disqualified Stock will
      not be deemed to be an incurrence of Indebtedness for purposes of this Section
      4.09.  The amount of any Indebtedness outstanding as of any date shall
      be (a) the accreted value thereof in the case of any Indebtedness issued with
      original issue discount and (b) the principal amount or liquidation preference
      thereof, together with any interest thereon that is more than 30 days past
      due,
      in the case of any other Indebtedness.

     

    In
      addition, the Company will not permit any of its Unrestricted Subsidiaries
      to
      incur any Indebtedness or issue any shares of Disqualified Stock, other than
      Non
      Recourse Debt.  If at any time an Unrestricted Subsidiary becomes a
      Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed
      to be
      incurred by a Restricted Subsidiary of the Company as of such date (and, if
      such
      Indebtedness is not permitted to be incurred as of such date under this Section
      4.09, the Company shall be in Default of this Section 4.09).

     

    For
      purposes of determining compliance with any U.S. dollar denominated restriction
      on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount
      of Indebtedness denominated in a foreign currency shall be calculated based
      on
      the relevant currency exchange rate in effect on the date such Indebtedness
      was
      incurred, in the case of term Indebtedness, or first committed, in the case
      of
      revolving credit Indebtedness; provided that if such Indebtedness is incurred
      to
      refinance other Indebtedness denominated in a foreign currency, and such
      refinancing would cause the applicable U.S. dollar dominated restriction to
      be
      exceeded if calculated at the relevant currency exchange rate in effect on
      the
      date of such refinancing, such U.S. dollar dominated restriction shall be deemed
      not to have been exceeded so long as the principal amount of such refinancing
      Indebtedness does not exceed the principal amount of such Indebtedness being
      refinanced.  Notwithstanding any other provision of this Section 4.09,
      the maximum amount of Indebtedness that the Company may incur pursuant to this
      Section 4.09 shall not be deemed to be exceeded solely as a result of
      fluctuations in the exchange rate of currencies.

     

    Section
      4.10  Limitation
      on Asset Sales. 

     

    The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      consummate an Asset Sale unless:

     

    (1)  the
      Company or such Restricted Subsidiary, as the case may be, receives
      consideration at the time of such Asset Sale at least equal to the Fair Market
      Value (provided such Fair Market Value shall be determined on the date of
      contractually agreeing to such Asset Sale) of the assets or Equity Interests
      issued or sold or otherwise disposed of; and

     

    (2)  at
      least
      75% of the consideration therefor received by the Company or such Restricted
      Subsidiary is in the form of cash, Cash Equivalents or Marketable Securities;
      provided, however, that the amount of (a) any liabilities (as shown on the
      Company’s or such Restricted Subsidiary’s most recent balance sheet) of the
      Company or such Restricted Subsidiary (other than contingent liabilities and
      liabilities that are by their terms subordinated to the Notes or any Subsidiary
      Guarantee) that are assumed by the transferee of any such assets pursuant to
      a
      customary novation agreement that releases the Company or such Restricted
      Subsidiary from further liability shall be deemed to be cash for purposes of
      this Section 4.10 and (b) any securities, notes or other obligations (other
      than
      Marketable Securities) received by the Company or such Restricted Subsidiary
      from such transferee that are converted within 180 days by the Company or such
      Restricted Subsidiary into cash (to the extent of the cash received in that
      conversion) shall be deemed to be cash for purposes of this Section
      4.10.

     

    Within
      365 days after the receipt of any Net Proceeds from an Asset Sale, the Company
      or any such Restricted Subsidiary may apply such Net Proceeds to:

     

    (1)  permanently
      repay the principal of any Indebtedness of the Company or any Guarantor ranking
      in right of payment at least equal with the Notes or the Subsidiary Guarantees,
      as the case may be; or

     

    (2)  to
      acquire (including by way of a purchase of assets or stock, merger,
      consolidation or otherwise) Productive Assets; provided that the
      requirements of this clause (2) will be deemed to be satisfied if an agreement
      committing to make the acquisitions referred to above is entered into by the
      Company or any of its Restricted Subsidiaries within 365 days after the receipt
      of such Net Proceeds with the good faith expectation that such Net Proceeds
      will
      be applied to satisfy such commitment in accordance with such agreement within
      180 days after such 365-day period and if such Net Proceeds are not so applied
      within such 180-day period, then such Net Proceeds will constitute Excess
      Proceeds (as defined below).

     

    Pending
      the final application of any such Net Proceeds, the Company or any such
      Restricted Subsidiary may temporarily reduce outstanding revolving credit
      borrowings, including borrowings under the Credit Facilities, or otherwise
      invest such Net Proceeds in any manner that is not prohibited by this
      Indenture.  Any Net Proceeds from Asset Sales that are not applied or
      invested as provided in the first sentence of this paragraph shall be deemed
      to
      constitute “Excess Proceeds.”

     

    As
      required by the preceding paragraph (or, at the Company’s option, such earlier
      date), if the aggregate amount of Excess Proceeds exceeds $30.0 million, the
      Company will be required to make an offer (an “Asset Sale Offer”) pursuant to
      Section 3.09 hereof to all holders of Notes 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 Pari Passu Notes
      plus accrued and unpaid interest and Additional Interest, if any, to the date
      of
      purchase, in accordance with the procedures set forth in Section 3.09 hereof
      or
      the agreements governing the Pari Passu Notes, as applicable, in each case
      in
      amounts of $2,000 and integral multiples of $1,000.  To the extent
      that the aggregate principal amount of Notes tendered pursuant to an Asset
      Sale
      Offer is less than the amount that the Company is required to repurchase, the
      Company may use any remaining Excess Proceeds for any purpose not prohibited
      by
      this 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 that the Company is required to
      repurchase, the Trustee shall select the Notes and Pari Passu Notes to be
      purchased on a pro rata basis on the basis of the aggregate principal amount
      of
      tendered Notes and Pari Passu Notes.  Upon completion of such offer to
      purchase, the amount of Excess Proceeds shall be reset at zero.

     

    If
      the
      Asset Sale purchase date is on or after an interest payment record date and
      on
      or before the related interest payment date, any accrued and unpaid interest
      and
      Additional Interest, if any, will be paid to the Person in whose name a Note
      is
      registered at the close of business on such record date, and no other interest
      will be payable to holders who tender Notes pursuant to the Asset Sale
      Offer.

     

    The
      Company will comply, to the extent applicable, with the requirements of Section
      14(e) of the Exchange Act and any other securities laws or regulations in
      connection with the repurchase of Notes pursuant to this Indenture. To the
      extent that the provisions of any securities laws or regulations conflict with
      provisions of this Section 4.10, the Company will comply with the applicable
      securities laws and regulations and will not be deemed to have breached its
      obligations under this Indenture by virtue of any conflict.

     

    Section
      4.11  Limitation
      on Transactions with Affiliates. 

     

    The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      make any payment to, or sell, lease, transfer or otherwise dispose of any of
      its
      properties or assets to, or purchase any properties or assets from, or enter
      into or make or amend any transaction, contract, agreement, understanding,
      loan,
      advance or guarantee with, or for the benefit of, any Affiliate (each of the
      foregoing, an “Affiliate Transaction”), unless:

     

    (1)  such
      Affiliate Transaction is on terms that are no less favorable to the Company
      or
      the relevant Restricted Subsidiary than those that would have been obtained
      in a
      comparable transaction by the Company or such Restricted Subsidiary in
      arm’s-length dealings with an unrelated Person or, if there is no such
      comparable transaction, on terms that are fair and reasonable to the Company
      or
      such Restricted Subsidiary; and

     

    (2)  the
      Company delivers to the Trustee:

     

    (a)  with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration in excess of $20.0 million, an Officers’
Certificate certifying that such Affiliate Transaction complies with clause
      (1)
      above; and

     

    (b)  with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration in excess of $40.0 million, in addition to
      the
      Officers’ Certificate referred to above, a resolution of the Board of Directors
      of the Company approved by a majority of the disinterested members
      thereof,

     

    in
      each
      case described in clause (2) above other than any such transactions in the
      ordinary course of business with an Affiliate engaged in the business of
      providing helicopter transportation services to the oil and gas industry (or
      a
      business that is reasonably complementary or related thereto as determined
      in
      good faith by the Board of Directors); provided, however, that the following
      shall be deemed not to be Affiliate Transactions:

     

    (A)  any
      employment agreement or other employee compensation plan or arrangement entered
      into by the Company or any of its Restricted Subsidiaries in the ordinary course
      of business of the Company or such Restricted Subsidiary;

     

    (B)  transactions
      between or among the Company and its Restricted Subsidiaries;

     

    (C)  Permitted
      Investments and Restricted Payments that are permitted by the provisions of
      this
      Indenture;

     

    (D)  loans
      or
      advances to officers, directors and employees of the Company or any Restricted
      Subsidiary made in the ordinary course of business and consistent with past
      practices of the Company and its Restricted Subsidiaries in an aggregate amount
      not to exceed $500,000 outstanding at any one time;

     

    (E)  indemnities
      of officers, directors and employees of the Company or any Restricted Subsidiary
      permitted by bylaw or statutory provisions; and

     

    (F)  the
      payment of reasonable and customary regular fees to directors of the Company or
      any of its Restricted Subsidiaries who are not employees of the Company or
      any
      Subsidiary.

     

    Section
      4.12  Limitation
      on Liens. 

     

    The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly, create, incur, assume or suffer to exist any Lien on
      any
      property or asset now owned or hereafter acquired, or any income or profits
      therefrom or assign or convey any right to receive income therefrom, except
      Permitted Liens, to secure (a) any Indebtedness of the Company or such
      Restricted Subsidiary (if it is not also a Guarantor), unless prior to, or
      contemporaneously therewith, the Notes are equally and ratably secured, or
      (b)
      any Indebtedness of any Guarantor, unless prior to, or contemporaneously
      therewith, the Subsidiary Guarantees are equally and ratably secured; provided,
      however, that if such Indebtedness is expressly subordinated to the Notes or
      the
      Subsidiary Guarantees, the Lien securing such Indebtedness will be subordinated
      and junior to the Lien securing the Notes or the Subsidiary Guarantees, as
      the
      case may be, with the same relative priority as such Indebtedness has with
      respect to the Notes or the Subsidiary Guarantees.

     

    Section
      4.13  Additional
      Subsidiary Guarantees. 

     

    (1)  If
      the
      Company or any of its Restricted Subsidiaries (except, so long as Bristow
      Aviation is not a Guarantor, either Bristow Aviation or any of its Subsidiaries)
      shall, after the Initial Issuance Date, acquire or create another Significant
      U.S. Subsidiary, or

     

    (2)  if,
      after
      such date, any Restricted Subsidiary that is not a Guarantor shall incur (as
      such term is defined in Section 4.09 hereof) any Indebtedness (including any
      guarantee of Indebtedness of the Company) except Permitted Non-Guarantor
      Indebtedness,

     

    then
      such
      newly acquired or created Significant U.S. Subsidiary, in the case of clause
      (1)
      above, or such Restricted Subsidiary described in clause (2) above shall execute
      a supplement to this Indenture substantially in the form of Annex A hereto
      providing for a Subsidiary Guarantee and deliver an Opinion of Counsel in
      accordance with the terms of Section 9.06 of this Indenture.

     

    Section
      4.14  Corporate
      Existence. 

     

    Except
      as
      otherwise permitted pursuant to the terms hereof, the Company shall do or cause
      to be done all things necessary to preserve and keep in full force and effect
      its corporate existence, and the corporate, partnership or other existence
      of
      each of its Restricted Subsidiaries, in accordance with its respective
      organizational documents (as the same may be amended from time to time) of
      the
      Company or any such Restricted Subsidiary; provided, however, that the Company
      shall not be required to preserve the existence of any of its Restricted
      Subsidiaries, if the Board of Directors shall determine that the preservation
      thereof is no longer desirable in the conduct of the business of the Company
      and
      its Restricted Subsidiaries, taken as a whole and that the loss thereof is
      not
      adverse in any material respect to the Holders of the Notes.

     

    Section
      4.15  Offer
      to Repurchase Upon Change of Control. 

     

    (1)  If
      a
      Change of Control Trigger Event occurs, the Company shall make an offer (a
      “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an
      integral multiple thereof) of each Holder’s Notes at an offer price in cash
      equal to 101% of the aggregate principal amount, plus accrued and unpaid
      interest and Additional Interest, if any, to the date of repurchase (the “Change
      of Control Payment”).  Within 30 days following a Change of Control
      Trigger Event, the Company shall mail a notice to each Holder and the Trustee
      describing the transaction that constitutes the Change of
      Control  Trigger Event and stating:

     

    (a)  that
      the
      Change of Control Offer is being made pursuant to this Section 4.15 and that
      all
      Notes validly tendered and not withdrawn will be accepted for
      payment;

     

    (b)  the
      purchase price and the purchase date, which shall be no earlier than 30 days
      but
      no later than 60 days from the date such notice is mailed (the “Change of
      Control Payment Date”);

     

    (c)  that
      any
      Note not tendered will continue to accrue interest and Additional Interest,
      if
      any;

     

    (d)  that,
      unless the Company defaults in the payment of the Change of Control Payment,
      all
      Notes accepted for payment pursuant to the Change of Control Offer shall cease
      to accrue interest and Additional Interest, if any, after the Change of Control
      Payment Date;

     

    (e)  that
      Holders electing to have any Notes purchased pursuant to a Change of Control
      Offer will be required to surrender the Notes, properly endorsed for transfer,
      together with the form entitled “Option of Holder to Elect Purchase” on the
      reverse of the Notes completed and such customary documents as the Company
      may
      reasonably request, to the Paying Agent at the address specified in the notice
      prior to the close of business on the third Business Day preceding the Change
      of
      Control Payment Date;

     

    (f)  that
      Holders will be entitled to withdraw their election if the Paying Agent
      receives, not later than the close of business on the second Business Day
      preceding the Change of Control Payment Date, a telegram, telex, facsimile
      transmission or letter setting forth the name of the Holder, the principal
      amount of Notes delivered for purchase, and a statement that such Holder is
      withdrawing his election to have the Notes purchased;

     

    (g)  that
      Holders whose Notes are being purchased only in part will be issued new Notes
      equal in principal amount to the unpurchased portion of the Notes surrendered,
      which unpurchased portion must be equal to $2,000 in principal amount or an
      integral multiple of $1,000, and

     

    (h)  if
      the
      Change of Control Payment Date is on or after an interest payment record date
      and on or before the related interest payment date, any accrued and unpaid
      interest and Additional Interest, if any, will be paid to the Person in whose
      name a Note is registered at the close of business on such record date, and
      no
      other interest will be payable to holders who tender pursuant to the Change
      of
      Control Offer.

     

    If
      any of
      the Notes subject to a Change of Control Offer is in the form of a Global Note,
      then the Company shall modify such notice to the extent necessary to accord
      with
      the procedures of the Depository applicable to repurchases.  Further,
      the Company shall comply with the requirements of Rule 14e-1 under the Exchange
      Act and any other securities laws and regulations thereunder to the extent
      such
      laws and regulations are applicable in connection with the repurchase of Notes
      as a result of a Change of Control Trigger Event.

     

    (2)  On
      or
      before 11:00 a.m.  New York time on the Change of Control Payment
      Date, the Company shall, to the extent lawful:

     

    (a)  accept
      for payment all Notes or portions thereof (in integral multiples of $1,000)
      properly tendered pursuant to the Change of Control Offer;

     

    (b)  deposit
      with the Paying Agent an amount equal to the Change of Control Payment in
      respect of all Notes or portions thereof so tendered; and

     

    (c)  deliver
      or cause to be delivered to the Trustee the Notes so accepted together with
      an
      Officers’ Certificate stating the aggregate principal amount of Notes or
      portions of Notes being purchased by the Company.

     

    The
      Paying Agent shall promptly mail to each holder of Notes so tendered the Change
      of Control Payment for such Notes, and the Trustee shall promptly authenticate
      and mail (or cause to be transferred by book entry) to each Holder a new Note
      equal in principal amount to any unpurchased portion of the Notes surrendered,
      if any; provided, however, that each such new Note will be in a principal amount
      of $2,000 or an integral multiple of $1,000.  The Company shall
      publicly announce the results of the Change of Control Offer on or as soon
      as
      practicable after the Change of Control Payment Date.

     

    (3)  The
      Change of Control Offer provisions described above shall be applicable whether
      or nor any other provisions of this Indenture are applicable.

     

    (4)  The
      Company shall not be required to make a Change of Control Offer following a
      Change of Control Trigger Event if a third party makes the Change of Control
      Offer in the manner, at the time and otherwise in compliance with the
      requirements set forth in this Indenture applicable to a Change of Control
      Offer
      made by the Company and purchases all Notes validly tendered and not withdrawn
      under such Change of Control Offer.

     

    (5)  To
      the
      extent that the provisions of any securities laws or regulations conflict with
      provisions of this Indenture, the Company will comply with the applicable
      securities laws and regulations and will not be deemed to have breached its
      obligations described in this Indenture by virtue of the conflict.

     

    Section
      4.16  No
      Inducements. 

     

    The
      Company shall not, and the Company shall not permit any of its Subsidiaries,
      either directly or indirectly, to pay (or cause to be paid) any consideration,
      whether by way of interest, fee or otherwise, to any Holder for or as an
      inducement to any consent, waiver, amendment or supplement of any terms or
      provisions of this Indenture or the Notes, unless such consideration is offered
      to be paid (or agreed to be paid) to all Holders which so consent, waive or
      agree to amend or supplement in the time frame set forth on solicitation
      documents relating to such consent, waiver or agreement.

     

    Section
      4.17  Investment
      Grade Covenants. 

     

    If
      an
      Investment Grade Rating Event occurs and no Default or Event of Default has
      occurred and is continuing under this Indenture, then upon delivery to the
      Trustee of an Officers’ Certificate to the foregoing effect, each of the
      covenants contained in Articles 4 and 5 herein (except for Section 5.01 (but
      clause (d) of that Section will no longer apply) and Sections 4.01 through
      4.06
      and this Section 4.17) will cease to apply to the Company and each of its
      Restricted Subsidiaries.  Only upon and after the occurrence of an
      Investment Grade Rating Event, the following covenants will apply:

     

    (a)  Restrictions
      on Secured Indebtedness

     

    If
      the
      Company or any Restricted Subsidiary incurs any Indebtedness secured by a Lien
      (other than a Permitted Lien) on any asset or property or on any Capital Stock
      or Indebtedness of a Restricted Subsidiary, the Company or such Restricted
      Subsidiary will secure the Notes equally and ratably with (or at the Company’s
      option, prior to) such secured Indebtedness so long as such Indebtedness is
      so
      secured, unless the aggregate amount of all Indebtedness secured by Liens (other
      than Permitted Liens), together with all Attributable Indebtedness of the
      Company and the Restricted Subsidiaries with respect to any Sale/Leaseback
      Transactions (with the exception of such transactions which are excluded as
      described in clauses (1) through (4) under Section 4.17(b) below), would not
      exceed 10% of Consolidated Net Tangible Assets.

     

    (b)  Restrictions
      on Sale/Leaseback Transactions

     

    The
      Company will not, and will not permit any Restricted Subsidiary to, enter into
      any Sale/Leaseback Transaction, unless the aggregate amount of all Attributable
      Indebtedness with respect to such transaction plus all secured Indebtedness
      of
      the Company and the Restricted Securities (with the exception of Indebtedness
      secured by Permitted Liens) would not exceed 10% of Consolidated Net Tangible
      Assets.  This restriction shall not apply to, and there shall be
      excluded from Attributable Indebtedness in any computation under such
      restriction, any Sale/Leaseback Transaction if:

     

    (1)  the
      lease
      is for a period, including renewal rights, not in excess of three
      years;

     

    (2)  the
      sale
      of the asset or property subject to the Sale/Leaseback Transaction is made
      within 270 days after its acquisition, construction or
      improvements;

     

    (3)  the
      transaction is between the Company and a Restricted Subsidiary; or

     

    (4)  the
      Company, within 270 days after the sale is completed, applies to the retirement
      of its Indebtedness or that of a Restricted Subsidiary, or to the purchase
      of
      other assets or properties which will constitute Productive Assets, an amount
      not less than the greater of: (A) the net proceeds of the sale of the asset
      or
      property leased; or (B) the fair market value (as determined by the Company
      in
      good faith) of the asset or property leased.

     

    The
      amount to be applied to the retirement of Indebtedness shall be reduced
      by:

     

    (A)  the
      principal amount of any of the Company’s debentures or notes (including the
      Notes) or those of a Restricted Subsidiary surrendered within 270 days after
      such sale to the applicable trustee for retirement and
      cancellation;

     

    (B)  the
      principal amount of Indebtedness, other than the items referred to in the
      preceding clause (A), voluntarily retired by the Company or a Restricted
      Subsidiary within 270 days after such sale; and

     

    (C)  associated
      transaction expenses.

     

    


     

    ARTICLE
      5

     

    SUCCESSORS

     

    Section
      5.01  Merger,
      Consolidation, or Sale of Assets. 

     

    The
      Company shall not consolidate or merge with or into (whether or not the Company
      is the surviving corporation), or sell, assign, transfer, lease, convey or
      otherwise dispose of all or substantially all of its properties or assets in
      one
      or more related transactions, to another Person, unless:

     

    (a)  the
      Company is the surviving corporation or the Person formed by or surviving any
      such consolidation or merger (if other than the Company) or to which such sale,
      assignment, transfer, lease, conveyance or other disposition shall have been
      made is a corporation, partnership or limited liability company organized or
      existing under the laws of the United States, any state or the District of
      Columbia;

     

    (b)  the
      Person formed by or surviving any such consolidation or merger (if other than
      the Company) or the Person to which such sale, assignment, transfer, lease,
      conveyance or other disposition shall have been made assumes all the obligations
      of the Company under the Notes and this Indenture pursuant to a supplemental
      indenture in a form reasonably satisfactory to the Trustee;

     

    (c)  immediately
      after such transaction no Default or Event of Default exists;

     

    (d)  except
      in
      the case of a merger of the Company with or into a Restricted Subsidiary of
      the
      Company, either (i) the Company or the Person formed by or surviving any
      such consolidation or merger (if other than the Company), or to which such
      sale,
      assignment, transfer, lease, conveyance or other disposition shall have been
      made will, at the time of such transaction and after giving pro forma effect
      thereto as if such transaction had occurred at the beginning of the applicable
      four-quarter period, be permitted to incur at least $1.00 of additional
      Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set
      forth
      in the first paragraph of Section 4.09 hereof or (ii) the Consolidated Interest
      Coverage Ratio of the Company or the Person surviving or formed by such
      transaction, calculated for the most recent four quarter period for which
      internal financial statements of the Company are available, after giving pro
      forma effect to such transaction and any related incurrence of Indebtedness,
      is
      (A) at least 2.0 to 1.0 or (B) greater than the Consolidated Interest Coverage
      Ratio of the Company determined for such period without giving effect to such
      transaction and incurrence of Indebtedness; and

     

    (e)  the
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger or transfer
      and
      such supplemental indenture (if any) comply with this Indenture;

     

    provided,
      however, that clause (d) shall no longer be applicable from and after the
      occurrence of any Investment Grade Rating Event.

     

    For
      purposes of this covenant, the sale, assignment, transfer, lease, conveyance,
      or
      other disposition of all or substantially all of the properties or assets of
      one
      or more Subsidiaries of the Company, which properties or assets, if held by
      the
      Company instead of such Subsidiaries, would constitute all or substantially
      all
      of the properties or assets of the Company on a consolidated basis, shall be
      deemed to be the transfer of all or substantially all of the properties or
      assets of the Company.

     

    Section
      5.02  Successor
      Corporation Substituted. 

     

    Upon
      any
      consolidation or merger, or any sale, assignment, transfer, lease, conveyance
      or
      other disposition of all or substantially all of the properties or assets of
      the
      Company and its Restricted Subsidiaries taken as a whole in accordance with
      Section 5.01 hereof, the successor corporation formed by such consolidation
      or
      into or with which the Company is merged or to which such sale, assignment,
      transfer, lease, conveyance or other disposition is made shall succeed to,
      and
      be substituted for (so that from and after the date of such consolidation,
      merger, sale, assignment, transfer, lease, conveyance or other disposition,
      the
      provisions of this Indenture referring to the “Company” shall refer instead to
      the successor corporation and not to the Company), and may exercise every right
      and power of the Company under this Indenture with the same effect as if such
      successor corporation had been named as the Company herein; and thereafter,
      if
      the Company is dissolved following a transfer of all or substantially all of
      its
      assets in accordance with this Indenture, the Company shall be discharged and
      released from all obligations and covenants under this Indenture and the
      Notes.  The Trustee shall enter into a supplemental indenture to
      evidence the succession and substitution of such successor Person and such
      discharge and release of the Company.

     

    ARTICLE
      6

     

    DEFAULTS
      AND REMEDIES

     

    Section
      6.01  Events
      of Default. 

     

    An
“Event
      of Default” occurs if one of the following shall have occurred and be
      continuing:

     

    (a)  the
      Company defaults in the payment when due of interest or Additional Interest,
      if
      any, with respect to, the Notes, and such default continues for a period of
      30
      days;

     

    (b)  the
      Company defaults in the payment of the principal of or premium, if any, on
      the
      Notes when due at its Stated Maturity, upon optional redemption, upon required
      repurchase, upon declaration or otherwise;

     

    (c)  the
      Company fails for 30 days after notice to comply with the provisions of Sections
      4.10 or 4.15 (other than a failure to repurchase Notes when due) or 5.01
      hereof;

     

    (d)  the
      Company fails to comply with any other covenant or other agreement in this
      Indenture or the Notes for 60 days after notice to the Company by the Trustee
      or
      the Holders of at least 25% in principal amount of the Notes then outstanding
      of
      such failure (provided that, with respect to the covenant in Section 4.03,
      the
      Company shall in no event have less than 120 days from the failure to comply
      with such covenant to cure such failure);

     

    (e)  a
      default
      occurs under any mortgage, indenture or instrument under which there may be
      issued or by which there may be secured or evidenced any Indebtedness for money
      borrowed by the Company or any of its Restricted Subsidiaries (or the payment
      of
      which is guaranteed by the Company or any of its Restricted Subsidiaries),
      whether such Indebtedness or guarantee now exists or is created after the
      Initial Issuance Date, which default:

     

    (1)  is
      caused
      by a failure to pay principal of or premium or interest on such Indebtedness
      prior to the expiration of any grace period provided in such Indebtedness,
      including any extension thereof (a “Payment Default”); or

     

    (2)  results
      in the acceleration of such Indebtedness prior to its Stated Maturity and,
      in
      each case, the principal amount of any such Indebtedness, together with the
      principal amount of any other such Indebtedness under which there has been
      a
      Payment Default or the maturity of which has been so accelerated, aggregates
      in
      excess of $25.0 million; and provided, further, that if such
      default is cured or waived or any such acceleration rescinded, or such
      Indebtedness is repaid, within a period of 10 days from the continuation of
      such
      default beyond the applicable grace period or the occurrence of such
      acceleration, as the case may be, such Event of Default and any consequential
      acceleration of the Notes shall be automatically rescinded, so long as such
      rescission does not conflict with any judgment or decree;

     

    (f)  the
      Company or any of its Restricted Subsidiaries fails to pay final judgments
      aggregating in excess of $25.0 million (net of any amounts that a reputable
      and
      creditworthy insurance company has acknowledged liability for in writing),
      which
      judgments are not paid, discharged or stayed for a period of 60
      days;

     

    (g)  any
      Guarantor fails to perform any covenant set forth in its Subsidiary Guarantee
      or
      repudiates its obligations under its Subsidiary Guarantee, or any Subsidiary
      Guarantee becomes unenforceable against a Guarantor for any reason;
      and

     

    (h)  the
      Company, any Guarantor or any Significant Subsidiary pursuant to or within
      the
      meaning of Bankruptcy Law:

     

    (i)  commences
      a voluntary case,

     

    (ii)  consents
      to the entry of an order for relief against it in an involuntary
      case,

     

    (iii)  consents
      to the appointment of a Custodian of it or for all or substantially all of
      its
      property,

     

    (iv)  makes
      a
      general assignment for the benefit of its creditors, or

     

    (v)  admits
      in
      writing it generally is not paying its debts as they become due; or

     

    (i)  a
      court
      of competent jurisdiction enters an order or decree under any Bankruptcy Law
      that:

     

    (i)  is
      for
      relief against the Company, any Guarantor or any Significant Subsidiary in
      an
      involuntary case;

     

    (ii)  appoints
      a Custodian of the Company, any Guarantor or any Significant Subsidiary or
      for
      all or substantially all of the property of the Company, or any Significant
      Subsidiary; or

     

    (iii)  orders
      the liquidation of the Company, any Guarantor or any Significant
      Subsidiary;

     

    and
      the
      order or decree remains unstayed and in effect for 60 consecutive
      days.

     

    Section
      6.02  Acceleration. 

     

    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.  Upon any such declaration,
      the Notes shall become due and payable immediately.  Notwithstanding
      the preceding, if an Event of Default specified in clause (h) or (i) of Section
      6.01 hereof occurs with respect to the Company or any Significant Subsidiary,
      all outstanding Notes shall become due and payable without further action or
      notice.  The Holders of a majority in principal amount of the then
      outstanding Notes by written notice to the Trustee may on behalf of all of
      the
      Holders rescind an acceleration and its consequences if the rescission would
      not
      conflict with any judgment or decree and if all existing Events of Default
      (except with respect to nonpayment of principal, interest, premium or Additional
      Interest, if any, that have become due solely because of the acceleration)
      have
      been cured or waived.

     

    If
      an
      Event of Default occurs by reason of any willful action (or inaction) taken
      (or
      not taken) by or on behalf of the Company with the intention of avoiding payment
      of the premium that the Company would have had to pay if the Company then had
      elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent
      premium shall also become and be immediately due and payable to the extent
      permitted by law upon the acceleration of the Notes.

     

    Section
      6.03  Other
      Remedies. 

     

    If
      an
      Event of Default occurs and is continuing, the Trustee may pursue any available
      remedy to collect the payment of principal of and premium, interest and
      Additional Interest, if any, on the Notes or to enforce the performance of
      any
      provision of the Notes or this Indenture.

     

    The
      Trustee may maintain a proceeding even if it does not possess any of the Notes
      or does not produce any of them in the proceeding.  A delay or
      omission by the Trustee or any Holder of a Note in exercising any right or
      remedy accruing upon an Event of Default shall not impair the right or remedy
      or
      constitute a waiver of or acquiescence in the Event of Default.  All
      remedies are cumulative to the extent permitted by law.

     

    Section
      6.04  Waiver
      of Past Defaults. 

     

    Holders
      of a majority in principal amount of the then outstanding Notes 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 hereunder, 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 (including in connection
      with an offer to purchase).  Upon any such waiver, such Default shall
      cease to exist, and any Event of Default arising therefrom shall be deemed
      to
      have been cured for every purpose of this Indenture; but no such waiver shall
      extend to any subsequent or other Default or impair any right consequent
      thereon.

     

    Section
      6.05  Control
      by Majority. 

     

    Holders
      of a majority in principal amount of the then outstanding Notes may direct
      the
      time, method and place of conducting any proceeding for exercising any remedy
      available to the Trustee or exercising any trust or power conferred on
      it.  However, the Trustee may refuse to follow any direction that
      conflicts with law or this Indenture or that the Trustee determines may be
      unduly prejudicial to the rights of other Holders of Notes or that may involve
      the Trustee in personal liability.

     

    Section
      6.06  Limitation
      on Suits. 

     

    A
      Holder
      of a Note may pursue a remedy with respect to this Indenture or the Notes only
      if:

     

    (a)  the
      Holder of a Note gives to the Trustee written notice of a continuing Event
      of
      Default;

     

    (b)  the
      Holders of at least 25% in principal amount of the then outstanding Notes make
      a
      written request to the Trustee to pursue the remedy;

     

    (c)  such
      Holder of a Note or Holders of Notes offer and, if requested, provide to the
      Trustee indemnity satisfactory to the Trustee against any loss, liability or
      expense;

     

    (d)  the
      Trustee does not comply with the request within 60 days after receipt of the
      request and the offer and, if requested, the provision of indemnity;
      and

     

    (e)  during
      such 60-day period the Holders of a majority in principal amount of the then
      outstanding Notes do not give the Trustee a direction inconsistent with the
      request.

     

    A
      Holder
      of a Note may not use this Indenture to prejudice the rights of another Holder
      of a Note or to obtain a preference or priority over another Holder of a
      Note.

     

    Section
      6.07  Rights
      of Holders of Notes to Receive Payment. 

     

    Notwithstanding
      any other provision of this Indenture, the right of any Holder of a Note to
      receive payment of principal of and premium, interest and Additional Interest,
      if any, on the Note, on or after the respective due dates expressed in the
      Note
      (including in connection with an offer to purchase), or to bring suit for the
      enforcement of any such payment on or after such respective dates, shall not
      be
      impaired or affected without the consent of such Holder.

     

    Section
      6.08  Collection
      Suit by Trustee. 

     

    If
      an
      Event of Default specified in Section 6.01(a) or (b) occurs and is continuing,
      the Trustee is authorized to recover judgment in its own name and as trustee
      of
      an express trust against the Company for the whole amount of principal of,
      premium, interest and Additional Interest, if any, remaining unpaid on the
      Notes
      and interest on overdue principal and, to the extent lawful, interest and
      Additional Interest, if any, and such further amount as shall be sufficient
      to
      cover the costs and expenses of collection, including the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its agents
      and counsel.

     

    Section
      6.09  Trustee
      May File Proofs of Claim. 

     

    The
      Trustee is authorized to file such proofs of claim and other papers or documents
      as may be necessary or advisable in order to have the claims of the Trustee
      (including any claim for the reasonable compensation, expenses, disbursements
      and advances of the Trustee, its agents and counsel) and the Holders of the
      Notes allowed in any judicial proceedings relative to the Company (or any other
      obligor upon the Notes), its creditors or its property and shall be entitled
      and
      empowered to collect, receive and distribute any money or other property payable
      or deliverable on any such claims and any custodian in any such judicial
      proceeding is hereby authorized by each Holder to make such payments to the
      Trustee, and in the event that the Trustee shall consent to the making of such
      payments directly to the Holders, to pay to the Trustee any amount due to it
      for
      the reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel, and any other amounts due the Trustee under
      Section 7.07 hereof.  To the extent that the payment of any such
      compensation, expenses, disbursements and advances of the Trustee, its agents
      and counsel, and any other amounts due the Trustee under Section 7.07 hereof
      out
      of the estate in any such proceeding, shall be denied for any reason, payment
      of
      the same shall be secured by a Lien on, and shall be paid out of, any and all
      distributions, dividends, money, securities and other properties that the
      Holders may be entitled to receive in such proceeding whether in liquidation
      or
      under any plan of reorganization or arrangement or otherwise.  Nothing
      herein contained shall be deemed to authorize the Trustee to authorize or
      consent to or accept or adopt on behalf of any Holder any plan of
      reorganization, arrangement, adjustment or composition affecting the Notes
      or
      the rights of any Holder, or to authorize the Trustee to vote in respect of
      the
      claim of any Holder in any such proceeding.

     

    Section
      6.10  Priorities. 

     

    If
      the
      Trustee collects any money pursuant to this Article, it shall pay out the money
      in the following order:

     

    First:  to
      the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof,
      including payment of all compensation, expense and liabilities incurred, and
      all
      advances made, by the Trustee and the Trustee’s costs and expenses of
      collection;

     

    Second:  to
      Holders of Notes for amounts due and unpaid on the Notes for principal, premium,
      interest and Additional Interest, if any, ratably, without preference or
      priority of any kind, according to the amounts due and payable on the Notes
      for
      principal, premium, interest and Additional Interest, if any, respectively;
      and

     

    Third:  to
      the Company or to such party as a court of competent jurisdiction shall
      direct.

     

    The
      Trustee may fix a record date and payment date for any payment to Holders of
      Notes pursuant to this Section 6.10.

     

    Section
      6.11  Undertaking
      for Costs. 

     

    In
      any
      suit for the enforcement of any right or remedy under this Indenture or in
      any
      suit against the Trustee for any action taken or omitted by it as a Trustee,
      a
      court in its discretion may require the filing by any party litigant in the
      suit
      of an undertaking to pay the costs of the suit, and the court in its discretion
      may assess reasonable costs, including reasonable attorneys’ fees, against any
      party litigant in the suit, having due regard to the merits and good faith
      of
      the claims or defenses made by the party litigant.  This Section does
      not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
      Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
      of the then outstanding Notes.

     

    ARTICLE
      7

     

    TRUSTEE

     

    Section
      7.01  Duties
      of Trustee. 

     

    (a)  If
      an
      Event of Default has occurred and is continuing, the Trustee shall exercise
      such
      of the rights and powers vested in it by this Indenture, and use the same degree
      of care and skill in its exercise, as a prudent man would exercise or use under
      the circumstances in the conduct of his own affairs.

     

    (b)  Except
      during the continuance of an Event of Default:

     

    (i)  the
      duties of the Trustee shall be determined solely by the express provisions
      of
      this Indenture and the Trustee need perform only those duties that are
      specifically set forth in this Indenture and no others, and no implied covenants
      or obligations shall be read into this Indenture against the Trustee;
      and

     

    (ii)  in
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture.  However, the Trustee shall examine
      the certificates and opinions to determine whether or not they conform to the
      requirements of this Indenture.

     

    (c)  The
      Trustee may not be relieved from liabilities for its own negligent action,
      its
      own negligent failure to act, or its own willful misconduct, except
      that:

     

    (i)  this
      paragraph does not limit the effect of paragraph (b) of this Section
      7.01;

     

    (ii)  the
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer, unless it is proved that the Trustee was negligent in
      ascertaining the pertinent facts; and

     

    (iii)  the
      Trustee shall not be liable with respect to any action it takes or omits to
      take
      in good faith in accordance with a direction received by it pursuant to Section
      6.05 hereof.

     

    (d)  Whether
      or not therein expressly so provided, every provision of this Indenture that
      in
      any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of
      this
      Section 7.01.

     

    (e)  No
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or incur any liability.  The Trustee shall be under no
      obligation to exercise any of its rights and powers under this Indenture at
      the
      request of any Holders, unless such Holder has offered to the Trustee security
      and indemnity satisfactory to it in its sole discretion (which discretion shall
      be exercised in good faith) against any loss, liability or expense.

     

    (f)  The
      Trustee shall not be liable for interest on any money received by it except
      as
      the Trustee may agree in writing with the Company.  Money held in
      trust by the Trustee need not be segregated from other funds except to the
      extent required by law.

     

    Section
      7.02  Rights
      of Trustee. 

     

    (a)  The
      Trustee may conclusively rely upon any document believed by it to be genuine
      and
      to have been signed or presented by the proper Person.  The Trustee
      need not investigate any fact or matter stated in the document.

     

    (b)  Before
      the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both.  The Trustee shall not
      be liable for any action it takes or omits to take in good faith in reliance
      on
      such Officers’ Certificate or Opinion of Counsel.  The Trustee may
      consult with counsel and the written advice of such counsel or any Opinion
      of
      Counsel shall be full and complete authorization and protection from liability
      in respect of any action taken, suffered or omitted by it hereunder in good
      faith and in reliance thereon.

     

    (c)  The
      Trustee may act through its attorneys and agents and shall not be responsible
      for the misconduct or negligence of any agent appointed with due
      care.

     

    (d)  The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith that it believes to be authorized or within the rights or powers conferred
      upon it by this Indenture.

     

    (e)  Unless
      otherwise specifically provided in this Indenture, any demand, request,
      direction or notice from the Company shall be sufficient if signed by an Officer
      of the Company.

     

    (f)  The
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request or direction of any of the Holders
      unless such Holder shall have offered to the Trustee reasonable security or
      indemnity against the costs, expenses and liabilities that might be incurred
      by
      it in compliance with such request or direction.

     

    (g)  The
      Trustee shall have no duty to inquire as to the performance of the Company’s
      covenants in Article 4 hereof.  In addition, the Trustee shall not be
      deemed to have knowledge of any Default or Event of Default except: (1) any
      Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or
      (2)
      any Default or Event of Default of which is Responsible Officer shall have
      received written notification or obtained actual knowledge.

     

    (h)  The
      permissive right of the Trustee to act hereunder shall not be construed as
      a
      duty.

     

    Section
      7.03  Individual
      Rights of Trustee. 

     

    The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Notes and may otherwise deal with the Company, any Guarantor or any Affiliate
      of the Company with the same rights it would have if it were not
      Trustee.  However, in the event that the Trustee acquires any
      conflicting interest (as defined in the TIA) after a Default has occurred and
      is
      continuing, it must eliminate such conflict within 90 days, apply to the SEC
      for
      permission to continue as trustee or resign.  Any Agent may do the
      same with like rights and duties.  The Trustee is also subject to
      Sections 7.10 and 7.11 hereof.

     

    Section
      7.04  Trustee’s
      Disclaimer. 

     

    The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of this Indenture or the Notes, it shall not be accountable
      for the Company’s use of the proceeds from the Notes or any money paid to the
      Company or upon the Company’s direction under any provision of this Indenture,
      it shall not be responsible for the use or application of any money received
      by
      any Paying Agent other than the Trustee, and it shall not be responsible for
      any
      statement or recital herein or any statement in the Notes or any other document
      in connection with the sale of the Notes or pursuant to this Indenture other
      than its certificate of authentication.

     

    Section
      7.05  Notice
      of Defaults. 

     

    If
      a
      Default or Event of Default occurs and is continuing and if it is known to
      the
      Trustee, the Trustee shall mail to Holders of Notes a notice of the Default
      or
      Event of Default within 90 days after it occurs.  Except in the case
      of a Default or Event of Default in payment of principal of or premium, if
      any,
      interest or Additional Interest on any Note, the Trustee may withhold the notice
      if and so long as a committee of its Responsible Officers in good faith
      determines that withholding the notice is in the interests of the Holders of
      the
      Notes.

     

    Section
      7.06  Reports
      by Trustee to Holders of the Notes. 

     

    Within
      60
      days after each May 15 beginning with the May 15 following the date of this
      Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
      to the Holders of the Notes a brief report dated as of such reporting date
      that
      complies with TIA § 313(a) (but if no event described in TIA § 313(a) has
      occurred within the twelve months preceding the reporting date, no report need
      be transmitted).  The Trustee also shall comply with TIA § 313(b)(2)
      and § 313(b)(1).  The Trustee shall also transmit by mail all reports
      as required by TIA § 313(c).

     

    A
      copy of
      each report at the time of its mailing to the Holders of Notes shall be mailed
      to the Company and filed with the SEC and each stock exchange on which the
      Notes
      are listed in accordance with TIA § 313(d).  The Company shall
      promptly notify the Trustee when the Notes are listed on any stock
      exchange.

     

    Section
      7.07  Compensation
      and Indemnity. 

     

    The
      Company shall pay to the Trustee from time to time reasonable compensation
      for
      its acceptance of this Indenture and services hereunder.  The
      Trustee’s compensation shall not be limited by any law on compensation of a
      trustee of an express trust.  The Company shall reimburse the Trustee
      promptly upon request for all reasonable disbursements, advances and expenses
      incurred or made by it in addition to the compensation for its
      services.  Such expenses shall include the reasonable compensation,
      disbursements and expenses of the Trustee’s agents and counsel.

     

    The
      Company and the Guarantors shall indemnify the Trustee against any and all
      losses, liabilities or expenses incurred by it arising out of or in connection
      with the acceptance or administration of its duties under this Indenture,
      including the costs and expenses of enforcing this Indenture against the Company
      (including this Section 7.07) and defending itself against any claim (whether
      asserted by the Company, any Guarantor or any Holder or any other person) or
      liability in connection with the exercise or performance of any of its powers
      or
      duties hereunder, except to the extent any such loss, liability or expense
      may
      be attributable to its negligence, bad faith or willful
      misconduct.  The Trustee shall notify the Company promptly of any
      claim for which it may seek indemnity.  Failure by the Trustee to so
      notify the Company shall not relieve the Company or the Guarantors of their
      obligations hereunder.  The Company shall defend the claim and the
      Trustee shall cooperate in the defense.  The Trustee may have separate
      counsel and the Company shall pay the reasonable fees and expenses of such
      counsel; provided that the Company will not be required to pay such fees and
      expenses if it assumes the Trustee’s defense with counsel acceptable to and
      approved by the Trustee (such approval not to be unreasonably withheld) and
      there is no conflict of interest between the Company and the Trustee in
      connection with such defense.  The Company need not pay for any
      settlement made without its consent, which consent shall not be unreasonably
      withheld.  The Company need not reimburse the Trustee for any expense
      or indemnity against any liability or loss of the Trustee to the extent such
      expense, liability or loss is attributable to the negligence, bad faith or
      willful misconduct of the Trustee.

     

    The
      obligations of the Company and the Guarantors under this Section 7.07 shall
      survive the satisfaction and discharge of this Indenture.

     

    To
      secure
      the Company’s payment obligations in this Section 7.07, the Trustee shall have a
      Lien prior to the Notes on all money or property held or collected by the
      Trustee, except that held in trust to pay principal and interest on particular
      Notes.  Such Lien shall survive the satisfaction and discharge of this
      Indenture.

     

    When
      the
      Trustee incurs expenses or renders services after an Event of Default specified
      in Section 6.01(h) or (i) hereof occurs, the expenses and the compensation
      for
      the services (including the fees and expenses of its agents and counsel) are
      intended to constitute expenses of administration under any Bankruptcy
      Law.

     

    The
      Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent
      applicable.

     

    Section
      7.08  Replacement
      of Trustee. 

     

    A
      resignation or removal of the Trustee and appointment of a successor Trustee
      shall become effective only upon the successor Trustee’s acceptance of
      appointment as provided in this Section.

     

    The
      Trustee may resign in writing upon 60 days notice at any time and be discharged
      from the trust hereby created by so notifying the Company.  The
      Holders of Notes of a majority in principal amount of the then outstanding
      Notes
      may remove the Trustee by so notifying the Trustee and the Company in writing
      and may appoint a successor trustee with the consent of the
      Company.  The Company may remove the Trustee if:

     

    (a)  the
      Trustee fails to comply with Section 7.10 hereof;

     

    (b)  the
      Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
      with respect to the Trustee under any Bankruptcy Law;

     

    (c)  a
      receiver, Custodian or public officer takes charge of the Trustee or its
      property; or

     

    (d)  the
      Trustee becomes incapable of acting.

     

    If
      the
      Trustee resigns or is removed or if a vacancy exists in the office of Trustee
      for any reason, the Company shall promptly appoint a successor
      Trustee.  Within one year after the successor Trustee takes office,
      the Holders of a majority in principal amount of the then outstanding Notes
      may
      appoint a successor Trustee to replace the successor Trustee appointed by the
      Company.

     

    If
      a
      successor Trustee does not take office within 60 days after the retiring Trustee
      resigns or is removed, the retiring Trustee, the Company, or the Holders of
      Notes of at least 10% in principal amount of the then outstanding Notes may
      petition any court of competent jurisdiction for the appointment of a successor
      Trustee.

     

    If
      the
      Trustee, after written request by any Holder of a Note who has been a Holder
      of
      a Note for at least six months, fails to comply with Section 7.10 hereof, such
      Holder of a Note may petition any court of competent jurisdiction for the
      removal of the Trustee and the appointment of a successor Trustee.

     

    A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Company.  Thereupon, the resignation or
      removal of the retiring Trustee shall become effective, and the successor
      Trustee shall have all the rights, powers and duties of the Trustee under this
      Indenture.  The successor Trustee shall mail a notice of its
      succession to Holders of the Notes.  The retiring Trustee shall
      promptly transfer all property held by it as Trustee to the successor Trustee,
      provided all sums owing to the Trustee hereunder have been paid and subject
      to
      the Lien provided for in Section 7.07 hereof.  Notwithstanding
      replacement of the Trustee pursuant to this Section 7.08, the Company’s
      obligations under Section 7.07 hereof shall continue for the benefit of the
      retiring Trustee.

     

    Section
      7.09  Successor
      Trustee by Merger, etc. 

     

    If
      the
      Trustee consolidates, merges or converts into, or transfers all or substantially
      all of its corporate trust business to, another corporation, the successor
      corporation without any further act shall be the successor
      Trustee.  As soon as practicable, the successor Trustee shall mail a
      notice of its succession to the Company and the Holders of the
      Notes.

     

    Section
      7.10  Eligibility;
      Disqualification. 

     

    There
      shall at all times be a Trustee hereunder that is a corporation organized and
      doing business under the laws of the United States of America or of any state
      thereof that is authorized under such laws to exercise corporate trustee power,
      that is subject to supervision or examination by federal or state authorities
      and that has a combined capital and surplus of at least $100 million as set
      forth in its most recent published annual report of condition.

     

    This
      Indenture shall always have a Trustee who satisfies the requirements of TIA
§
310(a)(1), (2) and (5).  The Trustee is subject to TIA §
310(b).

     

    Section
      7.11  Preferential
      Collection of Claims Against Company. 

     

    The
      Trustee is subject to TIA § 311(a), excluding any creditor relationship listed
      in TIA § 311(b).  A Trustee who has resigned or been removed shall be
      subject to TIA § 311(a) to the extent indicated therein.

     

    ARTICLE
      8

     

    LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

     

    Section
      8.01  Option
      to Effect Legal Defeasance or Covenant Defeasance. 

     

    The
      Company may, at the option of its Board of Directors evidenced by a resolution
      set forth in an Officers’ Certificate, at any time, exercise its rights under
      either Section 8.02 or 8.03 hereof with respect to all outstanding Notes upon
      compliance with the conditions set forth below in this Article 8.

     

    Section
      8.02  Legal
      Defeasance and Discharge. 

     

    Upon
      the
      Company’s exercise under Section 8.01 hereof of the option applicable to this
      Section 8.02, the Company shall, subject to the satisfaction of the conditions
      set forth in Section 8.04 hereof, be deemed to have discharged its obligations
      with respect to all outstanding Notes, and each Guarantor shall be deemed to
      have discharged its obligations with respect to its Subsidiary Guarantee, on
      the
      date the conditions set forth in Section 8.04 below are satisfied (hereinafter,
      “Legal Defeasance”).  For this purpose, Legal Defeasance means that
      the Company shall be deemed to have paid and discharged the entire Indebtedness
      represented by the outstanding Notes, and each Guarantor shall be deemed to
      have
      paid and discharged its Subsidiary Guarantee (which in each case shall
      thereafter be deemed to be “outstanding” only for the purposes of Section 8.05
      hereof and the other Sections of this Indenture referred to in (a) and (b)
      below) and to have satisfied all its other obligations under such Notes or
      Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and
      at
      the expense of the Company, shall execute proper instruments acknowledging
      the
      same), except for the following provisions which shall survive until otherwise
      terminated or discharged hereunder: (a) the rights of Holders of outstanding
      Notes to receive solely from the trust fund described in Section 8.04 hereof,
      and as more fully set forth in such Section, payments in respect of the
      principal of and premium, if any, interest and Additional Interest, if any,
      on
      such Notes when such payments are due, (b) the Company’s obligations with
      respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof,
      (c)
      the rights, powers, trusts, duties and immunities of the Trustee hereunder
      and
      the Company’s obligations in connection therewith and (d) the Legal Defeasance
      provisions of this Article 8.  Subject to compliance with this Article
      8, the Company may exercise its option under this Section 8.02 notwithstanding
      the prior exercise of its option under Section 8.03 hereof.

     

    If
      the
      Company exercises its Legal Defeasance option, each Guarantor will be released
      and relieved of any obligations under its Subsidiary Guarantee and any security
      for the Notes (other than the trust) will be released.

     

    Section
      8.03  Covenant
      Defeasance. 

     

    Upon
      the
      Company’s exercise under Section 8.01 hereof of the option applicable to this
      Section 8.03, the Company shall, subject to the satisfaction of the conditions
      set forth in Section 8.04 hereof, be released from its obligations under the
      covenants contained in Article 4 (other than those in Sections 4.01, 4.02,
      4.06
      and 4.14) and in clause (d) of Section 5.01 hereof on and after the date the
      conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”),
      and the Notes shall thereafter be deemed not “outstanding” for the purposes of
      any direction, waiver, consent or declaration or act of Holders (and the
      consequences of any thereof) in connection with such covenants, but shall
      continue to be deemed “outstanding” for all other purposes hereunder (it being
      understood that such Notes shall not be deemed outstanding for accounting
      purposes).  For this purpose, Covenant Defeasance means that, with
      respect to the outstanding Notes, the Company and any Guarantor may omit to
      comply with and shall have no liability in respect of any term, condition or
      limitation set forth in any such covenant, whether directly or indirectly,
      by
      reason of any reference elsewhere herein to any such covenant or by reason
      of
      any reference in any such covenant to any other provision herein or in any
      other
      document and such omission to comply shall not constitute a Default or an Event
      of Default under Section 6.01 hereof, but, except as specified above, the
      remainder of this Indenture and such Notes shall be unaffected
      thereby.  In addition, upon the Company’s exercise under Section 8.01
      hereof of the option applicable to this Section 8.03 hereof, subject to the
      satisfaction of the conditions set forth in Section 8.04 hereof, Sections
      6.01(e) through 6.01(g) hereof shall not constitute Events of
      Default.

     

    If
      the
      Company exercises its Covenant Defeasance option, each Guarantor will be
      released and relieved of any obligations under its Subsidiary Guarantee and
      any
      security for the Notes (other than the trust) will be released.

     

    Section
      8.04  Conditions
      to Legal or Covenant Defeasance.

     

    In
      order
      to exercise either Legal Defeasance or Covenant Defeasance:

     

    (a)  the
      Company must irrevocably deposit with the Trustee, in trust, for the benefit
      of
      the Holders, cash in U.S. dollars, non-callable Government Securities, or a
      combination thereof, in such amounts as will be sufficient, in the opinion
      of a
      nationally recognized firm of independent public accountants, to pay the
      principal of and premium, interest and Additional Interest, if any, on the
      outstanding Notes on the Stated Maturity or on the applicable redemption date,
      as the case may be, and the Company must specify whether the Notes are being
      defeased to Stated Maturity or to a particular redemption date;

     

    (b)  in
      the
      case of an election under Section 8.02 hereof, the Company shall have delivered
      to the Trustee an Opinion of Counsel in the United States reasonably acceptable
      to the Trustee confirming that:

     

    (1)  the
      Company has received from, or there has been published by, the Internal Revenue
      Service a ruling; or

     

    (2)  since
      the
      Initial Issuance Date, there has been a change in the applicable federal income
      tax law, in either case to the effect that, and based thereon such Opinion
      of
      Counsel shall confirm that, the Holders of the outstanding Notes will not
      recognize income, gain or loss for federal income tax purposes as a result
      of
      such Legal Defeasance and will be subject to federal income tax on the same
      amounts, in the same manner and at the same times as would have been the case
      if
      such Legal Defeasance had not occurred;

     

    (c)  in
      the
      case of an election under Section 8.03 hereof, the Company shall have delivered
      to the Trustee an Opinion of Counsel in the United States reasonably acceptable
      to the Trustee confirming that the Holders of the outstanding Notes will not
      recognize income, gain or loss for federal income tax purposes as a result
      of
      such Covenant Defeasance and will be subject to federal income tax on the same
      amounts, in the same manner and at the same times as would have been the case
      if
      such Covenant Defeasance had not occurred;

     

    (d)  no
      Default or Event of Default shall have occurred and be continuing on the date
      of
      such deposit (other than a Default or Event of Default resulting from the
      incurrence of Indebtedness or the grant of Liens securing such Indebtedness,
      all
      or a portion of the proceeds of which will be used to defease the Notes pursuant
      to this Article 8 concurrently with such incurrence or within 30 days
      thereof);

     

    (e)  such
      Legal Defeasance or Covenant Defeasance shall not result in a breach or
      violation of, or constitute a default under, any material agreement or
      instrument (other than this Indenture) to which the Company or any of its
      Restricted Subsidiaries is a party or by which the Company or any of its
      Restricted Subsidiaries is bound;

     

    (f)  the
      Company shall have delivered to the Trustee an Opinion of Counsel (which may
      be
      based on such solvency certificates or solvency opinions as counsel deems
      necessary or appropriate) to the effect that the trust funds will not be subject
      to the effect of any applicable bankruptcy, insolvency, reorganization or
      similar laws affecting creditors’ rights generally;

     

    (g)  the
      Company shall have delivered to the Trustee an Officers’ Certificate stating
      that the deposit was not made by the Company with the intent of preferring
      the
      Holders over any other creditors of the Company or with the intent of defeating,
      hindering, delaying or defrauding creditors of the Company or others;
      and

     

    (h)  the
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent provided for
      or
      relating to the Legal Defeasance or the Covenant Defeasance have been complied
      with.

     

    Section
      8.05  Deposited
      Money and Government Securities to be Held in Trust; Other Miscellaneous
      Provisions. 

     

    Subject
      to Section 8.06 hereof, all money and non-callable Government Securities
      (including the proceeds thereof) deposited with the Trustee pursuant to Section
      8.04 hereof in respect of the outstanding Notes shall be held in trust and
      applied by the Trustee, in accordance with the provisions of such Notes and
      this
      Indenture, to the payment, either directly or through any Paying Agent
      (including the Company acting as Paying Agent) as the Trustee may determine,
      to
      the Holders of such Notes of all sums due and to become due thereon in respect
      of principal, premium, if any, and interest, but such money need not be
      segregated from other funds except to the extent required by law.

     

    The
      Company shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the cash or non-callable Government Securities
      deposited pursuant to Section 8.04 hereof or the principal and interest received
      in respect thereof other than any such tax, fee or other charge which by law
      is
      for the account of the Holders of the outstanding Notes.

     

    Anything
      in this Article 8 to the contrary notwithstanding, the Trustee shall deliver
      or
      pay to the Company from time to time upon the request of the Company any money
      or non-callable Government Securities held by it as provided in Section 8.04
      hereof which, in the opinion of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered to
      the
      Trustee (which may be the opinion delivered under Section 8.04(a) hereof),
      are
      in excess of the amount thereof that would then be required to be deposited
      to
      effect an equivalent Legal Defeasance or Covenant Defeasance.

     

    Section
      8.06  Repayment
      to Company. 

     

    Subject
      to applicable escheat and abandoned property laws, any money deposited with
      the
      Trustee or any Paying Agent, or then held by the Company, in trust for the
      payment of the principal of or premium, interest or Additional Interest, if
      any,
      on any Note and remaining unclaimed for two years after such principal, premium,
      interest or Additional Interest, if any, has become due and payable shall be
      paid to the Company on its request or (if then held by the Company) shall be
      discharged from such trust; and the Holder of such Note shall thereafter, as
      a
      secured creditor, look only to the Company for payment thereof, and all
      liability of the Trustee or such Paying Agent with respect to such trust money,
      and all liability of the Company as trustee thereof, shall thereupon cease;
      provided, however, that the Trustee or such Paying Agent, before being required
      to make any such repayment, may at the expense of the Company cause to be
      published once, in the New York Times and The Wall Street Journal (national
      edition), notice that such money remains unclaimed and that, after a date
      specified therein, which shall not be less than 30 days from the date of such
      notification or publication, any unclaimed balance of such money then remaining
      will be repaid to the Company.

     

    Section
      8.07  Reinstatement. 

     

    If
      the
      Trustee or Paying Agent is unable to apply any United States dollars or
      non-callable Government Securities in accordance with Section 8.05 hereof,
      by
      reason of any order or judgment of any court or governmental authority
      enjoining, restraining or otherwise prohibiting such application, then the
      Company’s obligations under this Indenture and the Notes shall be revived and
      reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
      hereof until such time as the Trustee or Paying Agent is permitted to apply
      all
      such money in accordance with Section 8.05 hereof; provided, however, that,
      if
      the Company makes any payment of principal of or premium, interest, Additional
      Interest, if any, on any Note following the reinstatement of its obligations,
      the Company shall be subrogated to the rights of the Holders of such Notes
      to
      receive such payment from the money held by the Trustee or Paying
      Agent.

     

    Section
      8.08  Discharge. 

     

    If
      (i)
      the Company shall deliver to the Trustee for cancellation all Notes theretofore
      authenticated and delivered (other than any Notes which shall have been
      destroyed, lost or stolen and in lieu of or in substitution for which other
      Notes shall have been authenticated and delivered) and not theretofore
      cancelled, or (ii) all Notes not theretofore surrendered or delivered to the
      Trustee for cancellation shall have become due and payable, or are by their
      terms to become due and payable within one year or are to be called for
      redemption within one year under arrangements satisfactory to the Trustee,
      and
      the Company shall irrevocably deposit with the Trustee, as trust funds solely
      for the benefit of the Holders for that purpose, an amount sufficient to pay
      at
      maturity or upon redemption all of the Notes (other than any Notes which shall
      have been destroyed, lost or stolen and in lieu of or in substitution for which
      other Notes shall have been authenticated and delivered) not theretofore
      surrendered or delivered to the Trustee for cancellation, including principal,
      premium, if any, interest, Additional Interest, if any, due or to become due
      to
      such date of maturity or redemption date, as the case may be, then this
      Indenture shall cease to be of further force or effect (except as to rights
      of
      registration of transfer or exchange of the Notes provided in this Indenture)
      and, at the written request of the Company, accompanied by an Officers’
Certificate and Opinion of Counsel, each stating that all conditions precedent
      provided for herein relating to the satisfaction and discharge of this Indenture
      have been complied with, and upon payment of the costs, charges and expenses
      incurred or to be incurred by the Trustee in relation thereto or in carrying
      out
      the provisions of this Indenture, the Trustee shall satisfy and discharge this
      Indenture (“Discharge”).

     

    ARTICLE
      9

     

    AMENDMENT,
      SUPPLEMENT AND WAIVER

     

    Section
      9.01  Without
      Consent of Holders of Notes. 

     

    Notwithstanding
      Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee
      may
      amend or supplement this Indenture or the Notes without the consent of any
      Holder of a Note:

     

    (a)  to
      cure
      any ambiguity, defect or inconsistency;

     

    (b)  to
      provide for uncertificated Notes in addition to or in place of certificated
      Notes;

     

    (c)  to
      provide for the assumption of the Company’s obligations to the Holders of Notes
      pursuant to Article 5 hereof;

     

    (d)  to
      secure
      the Notes pursuant to the requirements of Section 4.12 or
      otherwise;

     

    (e)  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 hereunder of
      any
      Holder;

     

    (f)  to
      provide for the issuance of Additional Notes in accordance with the limitations
      set forth in this Indenture;

     

    (g)  to
      add
      additional Guarantors with respect to the Notes or to release any Guarantor
      from
      its Subsidiary Guarantee in accordance with Section 4.13 or Article 10 hereof;
      or

     

    (h)  to
      comply
      with requirements of the SEC in order to effect or maintain the qualification
      of
      this Indenture under the TIA.

     

    Upon
      the
      request of the Company accompanied by a resolution of its Board of Directors
      authorizing the execution of any such amended or supplemental indenture, and
      upon receipt by the Trustee of the documents described in Section 7.02 hereof,
      the Trustee shall join with the Company and the Guarantors in the execution
      of
      any amended or supplemental indenture authorized or permitted by the terms
      of
      this Indenture and to make any further appropriate agreements and stipulations
      that may be therein contained, but the Trustee shall not be obligated to enter
      into such amended or supplemental Indenture that affects its own rights, duties
      or immunities under this Indenture or otherwise.

     

    Section
      9.02  With
      Consent of Holders of Notes. 

     

    Except
      as
      provided below in this Section 9.02, the Company, the Guarantors and the Trustee
      may amend or supplement this Indenture and the Notes may be amended or
      supplemented with the consent of the Holders of at least a majority in principal
      amount of the Notes then outstanding (including consents obtained in connection
      with a purchase of, or tender offer or exchange offer for, Notes), and, subject
      to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default
      or
      compliance with any provision of this Indenture or the Notes may be waived
      with
      the consent of the Holders of a majority in principal amount of the then
      outstanding Notes (including consents obtained in connection with a purchase
      of,
      tender offer or exchange offer for Notes).

     

    Upon
      the
      request of the Company accompanied by a resolution of its Board of Directors
      authorizing the execution of any such amended or supplemental indenture, and
      upon the filing with the Trustee of evidence satisfactory to the Trustee of
      the
      consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee
      of
      the documents described in Section 9.06 hereof, the Trustee shall join with
      the
      Company and the Guarantors in the execution of such amended or supplemental
      indenture unless such amended or supplemental indenture affects the Trustee’s
      own rights, duties or immunities under this Indenture or otherwise, in which
      case the Trustee may in its discretion, but shall not be obligated to, enter
      into such amended or supplemental indenture.

     

    It
      shall
      not be necessary for the consent of the Holders of Notes under this Section
      9.02
      to approve the particular form of any proposed amendment, supplement or waiver,
      but it shall be sufficient if such consent approves the substance
      thereof.

     

    After
      an
      amendment, supplement or waiver under this Section becomes effective, the
      Company shall mail to the Holders of Notes affected thereby a notice briefly
      describing the amendment, supplement or waiver.  Any failure of the
      Company to mail such notice, or any defect therein, shall not, however, in
      any
      way impair or affect the validity of any such amended or supplemental Indenture
      or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a
      majority in principal amount of the Notes then outstanding may waive compliance
      in a particular instance by the Company with any provision of this Indenture
      or
      the Notes.  However, without the consent of each Holder affected, an
      amendment, supplement or waiver may not (with respect to any Notes held by
      a
      non-consenting Holder):

     

    (a)  reduce
      the principal amount of Notes whose Holders must consent to an amendment,
      supplement or waiver;

     

    (b)  reduce
      the principal of or change the fixed maturity of any Note or alter any of the
      provisions with respect to the redemption or repurchase of the Notes (except
      as
      provided in Sections 4.10 and 4.15 hereof);

     

    (c)  reduce
      the rate of or change the time for payment of interest on any Note;

     

    (d)  waive
      a
      Default or Event of Default in the payment of principal of or premium, interest
      or Additional Interest, if any, on the Notes (except a rescission of
      acceleration of the Notes by the Holders of at least a majority in principal
      amount of the Notes and a waiver of the payment default that resulted from
      such
      acceleration);

     

    (e)  make
      any
      Note payable in money other than that stated in the Notes;

     

    (f)  make
      any
      change in the provisions of this Indenture relating to waivers of past Defaults
      or Events of Default or the rights of Holders of Notes to receive payments
      of
      principal of or premium, interest or Additional Interest, if any, on the Notes
      (except as permitted in clause (g) below);

     

    (g)  waive
      a
      redemption or repurchase payment with respect to any Note (other than a payment
      required by Sections 4.10 and 4.15 hereof);

     

    (h)  make
      any
      change in the ranking of the Notes or the Subsidiary Guarantees relative to
      other Indebtedness of the Company or the Guarantors, respectively, in either
      case in a manner adverse to the Holders of Notes;

     

    (i)   modify
      the Subsidiary Guarantees in any manner adverse to the holders of the Notes;
      or

     

    (j)  make
      any
      change in the preceding amendment, supplement and waiver
      provisions.

     

    Section
      9.03  Compliance
      with Trust Indenture Act. 

     

    Every
      amendment or supplement to this Indenture or the Notes shall be set forth in
      an
      amended or supplemental Indenture that complies with the TIA as then in
      effect.

     

    A
      consent
      to any amendment, supplement or waiver under this Indenture by any Holder given
      in connection with a purchase, tender or exchange of such Holder’s Notes shall
      not be rendered invalid by such purchase, tender or exchange.

     

    Section
      9.04  Revocation
      and Effect of Consents. 

     

    Until
      an
      amendment, supplement or waiver becomes effective, a consent to it by a Holder
      of a Note is a continuing consent by the Holder of a Note and every subsequent
      Holder of a Note or portion of a Note that evidences the same debt as the
      consenting Holder’s Note, even if notation of the consent is not made on any
      Note.  However, any such Holder of a Note or subsequent Holder of a
      Note may revoke the consent as to its Note if the Trustee receives written
      notice of revocation before the date the waiver, supplement or amendment becomes
      effective.  An amendment, supplement or waiver becomes effective in
      accordance with its terms and thereafter binds every Holder.

     

    The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Holders entitled to consent to any amendment, supplement or
      waiver.  If a record date is fixed, then notwithstanding the last
      sentence of the immediately preceding paragraph, those Persons who were Holders
      at such record date (or their duly designated proxies), and only those Persons,
      shall be entitled to consent to such amendment or waiver or revoke any consent
      previously given, whether or not such Persons continue to be Holders after
      such
      record date.  No consent shall be valid or effective for more than 90
      days after such record date except to the extent that the requisite number
      of
      consents to the amendment, supplement or waiver have been obtained within such
      90-day period or as set forth in the next paragraph of this Section
      9.04.

     

    After
      an
      amendment, supplement or waiver becomes effective, it shall bind every Holder,
      unless it makes a change described in any of clauses (a) through (j) of Section
      9.02, in which case, the amendment, supplement or waiver shall bind only each
      Holder of a Note who has consented to it and every subsequent Holder of a Note
      or portion of a Note that evidences the same indebtedness as the consenting
      Holder’s Note.

     

    Section
      9.05  Notation
      on or Exchange of Notes. 

     

    The
      Trustee may place an appropriate notation about an amendment, supplement or
      waiver on any Note thereafter authenticated.  The Company in exchange
      for all Notes may issue and the Trustee shall authenticate new Notes that
      reflect the amendment, supplement or waiver.

     

    Failure
      to make the appropriate notation or issue a new Note shall not affect the
      validity and effect of such amendment, supplement or waiver.

     

    Section
      9.06  Trustee
      to Sign Amendments, etc. 

     

    The
      Trustee shall sign any amended or supplemental indenture authorized pursuant
      to
      this Article 9 if the amendment or supplement does not adversely affect the
      rights, duties, liabilities or immunities of the Trustee.  The Company
      may not sign an amendment or supplemental indenture until the Board of Directors
      approves it.  In executing any amended or supplemental indenture, the
      Trustee shall be entitled to receive and (subject to Section 7.01) shall be
      fully protected in relying upon, an Officers’ Certificate and an Opinion of
      Counsel stating that the execution of such amended or supplemental indenture
      is
      authorized or permitted by this Indenture.

     

    ARTICLE
      10

     

    GUARANTEES
      OF NOTES

     

    Section
      10.01  Subsidiary
      Guarantees. 

     

    Subject
      to this Article 10, each of the Guarantors hereby, jointly and severally,
      unconditionally guarantee, on a senior unsecured basis, to each Holder of a
      Note
      authenticated and delivered by the Trustee and to the Trustee and its successors
      and assigns, irrespective of the validity and enforceability of this Indenture,
      the Notes held thereby and the Obligations of the Company hereunder and
      thereunder, that: (a) the principal of and premium, interest and Additional
      Interest, if any, on the Notes will be promptly paid in full when due, subject
      to any applicable grace period, whether at maturity, by acceleration, redemption
      or otherwise, and interest on the overdue principal of and premium, (to the
      extent permitted by law) interest and Additional Interest, if any, on the Notes,
      and all other payment Obligations of the Company to the Holders or the Trustee
      hereunder or thereunder will be promptly paid in full and performed, all in
      accordance with the terms hereof and thereof; and (b) in case of any extension
      of time of payment or renewal of any Notes or any of such other Obligations,
      the
      same will be promptly paid in full when due or performed in accordance with
      the
      terms of the extension or renewal, subject to any applicable grace period,
      whether at stated maturity, by acceleration, redemption or
      otherwise.  Failing payment when so due of any amount so guaranteed or
      any performance so guaranteed for whatever reason the Guarantors will be jointly
      and severally obligated to pay the same immediately.  An Event of
      Default under this Indenture or the Notes shall constitute an event of default
      under the Subsidiary Guarantees, and shall entitle the Holders to accelerate
      the
      obligations of the Guarantors hereunder in the same manner and to the same
      extent as the Obligations of the Company.

     

    The
      Guarantors hereby agree that their obligations hereunder shall be unconditional,
      irrespective of the validity, regularity or enforceability of the Notes or
      this
      Indenture, the absence of any action to enforce the same, any waiver or consent
      by any Holder with respect to any provisions hereof or thereof, the recovery
      of
      any judgment against the Company, any action to enforce the same or any other
      circumstance (other than complete performance) which might otherwise constitute
      a legal or equitable discharge or defense of a Guarantor.  Each
      Guarantor further, to the extent permitted by law, hereby waives diligence,
      presentment, demand of payment, filing of claims with a court in the event
      of
      insolvency or bankruptcy of the Company, any right to require a proceeding
      first
      against the Company, protest, notice and all demands whatsoever and covenants
      that its Subsidiary Guarantee will not be discharged except by complete
      performance of the Obligations contained in the Notes and this
      Indenture.

     

    If
      any
      Holder or the Trustee is required by any court or otherwise to return to the
      Company, the Guarantors, or any Custodian, Trustee or other similar official
      acting in relation to either the Company or the Guarantors, any amount paid
      by
      the Company or any Guarantor to the Trustee or such Holder, the Subsidiary
      Guarantees, to the extent theretofore discharged, shall be reinstated in full
      force and effect.  Each Guarantor agrees that it shall not be entitled
      to, and hereby waives, any right of subrogation in relation to the Holders
      in
      respect of any Obligations guaranteed hereby.

     

    Each
      Guarantor further agrees that, as between the Guarantors, on the one hand,
      and
      the Holders and the Trustee, on the other hand, (a) the maturity of the
      Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
      for the purposes of its Subsidiary Guarantee, notwithstanding any stay,
      injunction or other prohibition preventing such acceleration in respect of
      the
      Obligations guaranteed thereby, and (b) in the event of any declaration of
      acceleration of such Obligations as provided in Article 6 hereof, such
      Obligations (whether or not due and payable) shall forthwith become due and
      payable by the Guarantor for the purpose of its Subsidiary
      Guarantee.  The Guarantors shall have the right to seek contribution
      from any non-paying Guarantor so long as the exercise of such right does not
      impair the rights of the Holders under the Subsidiary Guarantees.

     

    Section
      10.02   [Reserved]. 

     

    Section
      10.03  Guarantors
      May Consolidate, etc., on Certain Terms. 

     

    (a)  Except
      as
      set forth in Articles 4 and 5 hereof, nothing contained in this Indenture shall
      prohibit a merger between a Guarantor and another Guarantor or a merger between
      a Guarantor and the Company.

     

    (b)  No
      Guarantor shall consolidate with or merge with or into (whether or not such
      Guarantor is the surviving Person), another Person (other than the Company
      or
      another Guarantor), whether or not affiliated with such Guarantor, unless,
      (i)
      subject to the provisions of Section 10.04 hereof, the Person formed by or
      surviving any such consolidation or merger (if other than such Guarantor)
      assumes all the obligations of such  Guarantor pursuant to a
      supplemental indenture, substantially in the form of Annex A hereto, under
      the
      Notes, this Indenture and the Registration Rights Agreement and delivers an
      Opinion of Counsel in accordance with the terms of this Indenture; (ii)
      immediately after giving effect to such transaction, no Default or Event of
      Default exists and (iii) no Default or Event of Default shall have occurred
      and
      be continuing.

     

    (c)  In
      the
      case of any such consolidation or merger and upon the assumption by the
      successor Person, by supplemental indenture, executed and delivered to the
      Trustee and substantially in the form of Annex A hereto, of the Subsidiary
      Guarantee and the due and punctual performance of all of the covenants of this
      Indenture to be performed by the Guarantor, such successor Person shall succeed
      to and be substituted for the Guarantor with the same effect as if it had been
      named herein as a Guarantor.

     

    Section
      10.04  Releases
      Following Sale of Assets. 

     

    In
      the
      event of a sale or other disposition (including by way of merger or
      consolidation) of all or substantially all of the assets or all of the Capital
      Stock of any Guarantor owned by the Company and its Subsidiaries, then such
      Guarantor shall be released and relieved of any obligations under its Subsidiary
      Guarantee; provided, however, that in the event such transaction constitutes
      an
      Asset Sale, the Net Proceeds from such sale or other disposition are applied
      in
      accordance with the provisions of Section 4.10 hereof.  Upon delivery
      by the Company to the Trustee of an Officers’ Certificate to the effect of the
      foregoing, the Trustee shall execute any documents reasonably required in order
      to evidence the release of any Guarantor from its obligations under its
      Subsidiary Guarantee.  Any Guarantor not released from its obligations
      under its Subsidiary Guarantee shall remain liable for the full amount of
      principal of and premium, interest and Additional Interest, if any, on the
      Notes
      and for the other Obligations of such Guarantor under this Indenture as provided
      in this Article 10.

     

    Section
      10.05  Releases
      Following Designation as an Unrestricted
      Subsidiary. 

     

    In
      the
      event that the Company designates a Guarantor to be an Unrestricted Subsidiary,
      then such Guarantor shall be released and relieved of any obligations under
      its
      Subsidiary Guarantee; provided, however, that such designation is conducted
      in
      accordance with this Indenture.

     

    Section
      10.06  Limitation
      on Guarantor Liability. 

     

    The
      obligations of each Guarantor under its Subsidiary Guarantee will be limited
      to
      the maximum amount as will, after giving effect to all other contingent and
      fixed liabilities of such Guarantor and after giving effect to any collections
      from or payments made by or on behalf of any other Guarantor in respect of
      the
      obligations of such other Guarantor under its Subsidiary Guarantee or pursuant
      to its contribution obligations under this Indenture, result in the obligations
      of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent
      conveyance or fraudulent transfer under federal or state law and not otherwise
      being void or voidable under any similar laws affecting the rights of creditors
      generally.

     

    Section
      10.07  “Trustee”
      to Include Paying Agent. 

     

    In
      case
      at any time any Paying Agent other than the Trustee shall have been appointed
      by
      the Company and be then acting hereunder, the term “Trustee” as used in this
      Article 10 shall in each case (unless the context shall otherwise require)
      be
      construed as extending to and including such Paying Agent within its meaning
      as
      fully and for all intents and purposes as if such Paying Agent were named in
      this Article 10 in place of the Trustee.

     

    ARTICLE
      11

     

    MISCELLANEOUS

     

    Section
      11.01  Trust
      Indenture Act Controls. 

     

    If
      any
      provision of this Indenture limits, qualifies or conflicts with the duties
      imposed by TIA §318(c), such TIA-imposed duties shall control.

     

    Section
      11.02  Notices. 

     

    Any
      notice or communication by the Company, any Guarantor or the Trustee to the
      others is duly given if in writing (in the English language) and delivered
      in
      person or mailed by first class mail (registered or certified, return receipt
      requested), telex, telecopier or overnight air courier guaranteeing next day
      delivery, to the others’ address:

     

    If
      to the Company or the
      Guarantors:

    


    Bristow
      Group Inc.

    2000
      West Sam Houston Parkway
      South

    Suite
      1700

    Houston,
      Texas 77042

    Attention:
      Chief Financial
      Officer

    Fax
      No.:  (713)
      267-7620 

    


    If
      to the
      Trustee:

    


    U.S.
      Bank National
      Association

    Goodwin
      Square

    225
      Asylum Street

    Hartford,
      CT 06103

    Telecopier
      No.:  (860)
      241-6897

    Attention:
      Corporate Trust
      Services

     

    The
      Company, any of the Guarantors or the Trustee, by notice to the others may
      designate additional or different addresses for subsequent notices or
      communications.

     

    All
      notices and communications (other than those sent to Holders) shall be deemed
      to
      have been duly given: at the time delivered by hand, if personally delivered;
      five Business Days after being deposited in the mail, postage prepaid, if
      mailed; when receipt acknowledged, if telecopied; and the next Business Day
      after timely delivery to the courier, if sent by overnight air courier
      guaranteeing next day delivery in each case to the address shown
      above.

     

    Any
      notice or communication to a Holder shall be mailed by first class mail,
      certified or registered, return receipt requested, or by overnight air courier
      guaranteeing next day delivery to its address shown on the register kept by
      the
      Registrar.  Any notice or communication shall also be so mailed to any
      Person described in TIA § 313(c), to the extent required by the
      TIA.  Failure to mail a notice or communication to a Holder or any
      defect in it shall not affect its sufficiency with respect to other
      Holders.

     

    If
      a
      notice or communication is mailed in the manner provided above within the time
      prescribed, it is duly given, whether or not the addressee receives
      it.

     

    If
      the
      Company mails a notice or communication to Holders, it shall mail a copy to
      the
      Trustee and each Agent at the same time.

     

    Section
      11.03  Communication
      by Holders of Notes with Other Holders of Notes. 

     

    Holders
      may communicate pursuant to TIA § 312(b) with other Holders with respect to
      their rights under this Indenture or the Notes.  The Company, the
      Trustee, the Registrar and anyone else shall have the protection of TIA §
312(c).

     

    Section
      11.04  Certificate
      and Opinion as to Conditions Precedent. 

     

    Upon
      any
      request or application by the Company to the Trustee to take any action under
      this Indenture, the Company shall furnish to the Trustee:

     

    (a)  an
      Officers’ Certificate in form and substance reasonably satisfactory to the
      Trustee (which shall include the statements set forth in Section 11.05 hereof)
      stating that, in the opinion of the signers, all conditions precedent and
      covenants, if any, provided for in this Indenture relating to the proposed
      action have been satisfied; and

     

    (b)  an
      Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
      (which shall include the statements set forth in Section 11.05 hereof) stating
      that, in the opinion of such counsel, all such conditions precedent and
      covenants have been satisfied.

     

    Section
      11.05  Statements
      Required in Certificate or Opinion. 

     

    Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than a certificate provided pursuant
      to
      TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall
      include:

     

    (a)  a
      statement that the Person making such certificate or opinion has read such
      covenant or condition;

     

    (b)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

     

    (c)  a
      statement that, in the opinion of such Person, he or she has made such
      examination or investigation as is necessary to enable him to express an
      informed opinion as to whether or not such covenant or condition has been
      satisfied; and

     

    (d)  a
      statement as to whether or not, in the opinion of such Person, such condition
      or
      covenant has been satisfied.

     

    Section
      11.06  Rules
      by Trustee and Agents. 

     

    The
      Trustee may make reasonable rules for action by or at a meeting of
      Holders.  The Registrar or Paying Agent may make reasonable rules and
      set reasonable requirements for its functions.

     

    Section
      11.07  No
      Personal Liability of Directors, Officers, Employees and
      Stockholders. 

     

    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, this Indenture or for
      any
      claim based on, in respect of, or by reason of, such obligations or their
      creation.  Each Holder of Notes by accepting a Note waives and
      releases all such liability.  The waiver and release are part of the
      consideration for issuance of the Notes.

     

    Section
      11.08  Governing
      Law. 

     

    THIS
      INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE LAWS OF THE STATE OF NEW YORK.

     

    Section
      11.09  Section
      11.09.No Adverse Interpretation of Other Agreements.

     

    This
      Indenture may not be used to interpret any other indenture, loan or debt
      agreement of the Company or its Subsidiaries or of any other
      Person.  Any such indenture, loan or debt agreement may not be used to
      interpret this Indenture.

     

    Section
      11.10  Successors. 

     

    All
      agreements of the Company and the Guarantors in this Indenture and the Notes
      shall bind their successors.  All agreements of the Trustee in this
      Indenture shall bind its successors.

     

    Section
      11.11  Severability. 

     

    In
      case
      any provision in this Indenture or in the Notes shall be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      11.12  Table
      of Contents, Headings, etc. 

     

    The
      Table
      of Contents, Cross-Reference Table and Headings of the Articles and Sections
      of
      this Indenture have been inserted for convenience of reference only, are not
      to
      be considered a part of this Indenture and shall in no way modify or restrict
      any of the terms or provisions hereof.

     

    Section
      11.13  Counterparts. 

     

    This
      Indenture may be signed in counterparts and by the different parties hereto
      in
      separate counterparts, each of which shall constitute an original and all of
      which together shall constitute one and the same instrument.

     

    [Signatures
      on following page]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SIGNATURES

     

    


     

    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

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    U.S.
      BANK NATIONAL
      ASSOCIATION,

    as
      TRUSTEE

     

    


     

    By:/s/
      Susan C.
      Merker

    Authorized
      Signatory

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    RULE
      144A/REGULATION S APPENDIX

     

    


     

    PROVISIONS
      RELATING TO INITIAL NOTES,

     

    PRIVATE
      EXCHANGE NOTES

     

    AND
      EXCHANGE NOTES

     

    1.Definitions

     

    1.1Definitions.

     

    For
      the
      purposes of this Appendix the following terms shall have the meanings indicated
      below:

     

    “Depository”
      means The Depository Trust Company, its nominees and their respective
      successors.

     

    “Exchange
      Notes” means (1) the Notes issued pursuant to the Indenture in connection with a
      Registered Exchange Offer pursuant to a Registration Rights Agreement and (2)
      Additional Notes, if any, issued pursuant to a registration statement filed
      with
      the SEC under the Notes Act.

     

    “Initial
      Purchasers” means (1) with respect to the Initial Notes issued on the Initial
      Issuance Date, Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC,
      Banc of America Securities LLC, J.P. Morgan Securities Inc., Suntrust Robinson
      Humphrey, and Wells Fargo Securities, LLC, and (2) with respect to each issuance
      of Additional Notes, the Persons purchasing such Additional Notes under the
      related Purchase Agreement.

     

    “Initial
      Notes” means (1) $300 million aggregate principal amount of Notes issued on the
      Initial Issuance Date and (2) Additional Notes, if any, issued in a transaction
      exempt from the registration requirements of the Securities Act.

     

    “Notes”
      means the 71⁄2% Senior Notes due 2017 issued under this Indenture, including the
      Initial Notes, the Additional Notes, the Exchange Notes and the Private Exchange
      Notes, treated as a single class.

     

    “Notes
      Custodian” means the custodian with respect to a Global Note (as appointed by
      the Depository), or any successor Person thereto and shall initially be the
      Trustee.

     

    “Private
      Exchange” means the offer by the Company, pursuant to a Registration Rights
      Agreement, to the Initial Purchasers to issue and deliver to each Initial
      Purchaser, in exchange for the Initial Notes held by the Initial Purchaser
      as
      part of its initial distribution, a like aggregate principal amount of Private
      Exchange Notes.

     

    “Private
      Exchange Notes” means any Notes issued in connection with a Private
      Exchange.

     

    “Purchase
      Agreement” means (1) with respect to the Initial Notes issued on the Initial
      Issuance Date, the Purchase Agreement dated June 7, 2007 among the Company,
      the
      Guarantors and the Initial Purchasers, and (2) with respect to each issuance
      of
      Additional Notes, the purchase agreement or underwriting agreement among the
      Company and the Persons purchasing such Additional Notes.

     

    “QIB”
      means a “qualified institutional buyer” as defined in Rule 144A.

     

    “Registered
      Exchange Offer” means the offer by the Company, pursuant to a Registration
      Rights Agreement, to certain Holders of Initial Notes, to issue and deliver
      to
      such Holders, in exchange for the Initial Notes, a like aggregate principal
      amount of Exchange Notes registered under the Securities Act.

     

    “Registration
      Rights Agreement” means (1) with respect to the Initial Notes issued on the
      Initial Issuance Date, the Registration Rights Agreement dated as of June 13,
      2007 among the Company, the Guarantors and the Initial Purchasers, a copy of
      which is attached to this Indenture as Annex B, and (2) with respect to each
      issuance of Additional Notes issued in a transaction exempt from the
      registration requirements of the Securities Act, the registration rights
      agreement, if any, among the Company and the Persons purchasing such Additional
      Notes under the related Purchase Agreement.

     

    “Securities
      Act” means the Securities Act of 1933.

     

    “Shelf
      Registration Statement” means the registration statement issued by the Company
      in connection with the offer and sale of Initial Notes or Private Exchange
      Notes
      pursuant to a Registration Rights Agreement.

     

    “Transfer
      Restricted Securities” means Notes that bear or are required to bear the legend
      set forth in Section 2.3(b) hereof.

     

    1.2Other
      Definitions.

     

    
      	
              
                Term

              

            	
              
                Defined
                  in Section:

              

            
	
              “Agent
                Members”

            	
              2.1(b)

            
	
              “Global
                Note”

            	
              2.1(a)

            
	
              “Regulation
                S”

            	
              2.1(a)

            
	
              “Restricted
                Global Note”

            	
              2.1(a)

            
	
              “Rule
                144A”

            	
              2.1(a)

            


    

    


     

    2. 
      The Notes.

     

    2.1(a)  Form
      and Dating.  Initial Notes offered and sold to a QIB in reliance
      on Rule 144A under the Securities Act (“Rule 144A”) or in reliance on Regulation
      S under the Securities Act (“Regulation S”), in each case as provided in a
      Purchase Agreement, and Private Exchange Notes, as provided in a Registration
      Rights Agreement, shall be issued initially in the form of one or more permanent
      global Notes in definitive, fully registered form without interest coupons
      with
      the global Notes legend and restricted Notes legend set forth in Exhibit 1
      hereto (each, a “Restricted Global Note”), which shall be deposited on behalf of
      the purchasers of the Initial Notes represented thereby with the Trustee, as
      custodian for the Depository (or with such other custodian as the Depository
      may
      direct), and registered in the name of the Depository or a nominee of the
      Depository, duly executed by the Company and authenticated by the Trustee as
      hereinafter provided.  Prior to the 40th day after the Initial
      Issuance Date, beneficial interests in the Restricted Global Note representing
      Initial Notes sold in reliance on Regulation S may only be held through
      Euroclear or Clearstream, and any resale or transfer of such interests to U.S.
      persons (as defined in Regulation S) shall not be permitted during such period
      unless such resale or transfer is made pursuant to Rule 144A or Regulation
      S.  The aggregate principal amount of the Global Notes may from time
      to time be increased or decreased by adjustments made on the records of the
      Trustee and the Depository or its nominee as hereinafter
      provided.  Exchange Notes shall be issued in global form (with the
      global Notes legend set forth in Exhibit 1 hereto) or in certificated form
      as
      provided in Section 2.4 of this Appendix.  Exchange Notes issued in
      global form and Restricted Global Notes are sometimes referred to in this
      Appendix as “Global Notes”.

     

    (b) 
      Book-Entry Provisions.  This Section 2.1(b) shall apply only to
      a Global Note deposited with or on behalf of the Depository.

     

    The
      Company shall execute and the Trustee shall, in accordance with this Section
      2.1(b), authenticate and deliver initially one or more Global Notes that (a)
      shall be registered in the name of the Depository for such Global Note or Global
      Notes or the nominee of such Depository and (b) shall be delivered by the
      Trustee to such Depository or pursuant to such Depository’s instructions or held
      by the Trustee as custodian for the Depository.

     

    Members
      of, or participants in, the Depository (“Agent Members”) shall have no rights
      under this Indenture with respect to any Global Note held on their behalf by
      the
      Depository or by the Trustee as the custodian of the Depository or under such
      Global Note, and the Company, the Trustee and any agent of the Company or the
      Trustee shall be entitled to treat the Depository as the absolute owner of
      such
      Global Note for all purposes whatsoever.  Notwithstanding the
      foregoing, nothing herein shall prevent the Company, the Trustee or any agent
      of
      the Company or the Trustee from giving effect to any written certification,
      proxy or other authorization furnished by the Depository or impair, as between
      the Depository and its Agent Members, the operation of customary practices
      of
      such Depository governing the exercise of the rights of a holder of a beneficial
      interest in any Global Note.

     

    (c) 
      Certificated Notes.  Except as provided in this Section 2.1 or
      Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Notes
      shall not be entitled to receive physical delivery of certificated
      Notes.

     

    2.2 
      Authentication.  The Trustee shall authenticate and
      deliver:  (1) on the Initial Issuance Date, Notes having an aggregate
      principal amount of $300 million, (2) any Additional Notes for an original
      issue
      in an aggregate principal amount specified in the written order of the Company
      pursuant to Section 2.02 of the Indenture and (3) Exchange Notes or Private
      Exchange Notes for issue only in a Registered Exchange Offer or a Private
      Exchange, respectively, pursuant to a Registration Rights Agreement, for a
      like
      principal amount of Initial Notes, in each case upon a written order of the
      Company signed by two Officers or by an Officer and either an Assistant
      Treasurer or an Assistant Secretary of the Company.  Such order shall
      specify the amount of the Notes to be authenticated and the date on which the
      original issue of Notes is to be authenticated and, in the case of any issuance
      of Additional Notes pursuant to Section 2.13 of the Indenture, shall certify
      that such issuance is in compliance with Section 4.03 of the
      Indenture.

     

    2.3 
      Transfer and Exchange.

     

    (a)Transfer
      and Exchange of Global Notes.  (i)  The transfer and
      exchange of Global Notes or beneficial interests therein shall be effected
      through the Depository, in accordance with this Indenture (including applicable
      restrictions on transfer set forth herein, if any) and the procedures of the
      Depository therefor.  A transferor of a beneficial interest in a
      Global Note shall deliver to the Registrar a written order given in accordance
      with the Depository’s procedures containing information regarding the
      participant account of the Depository to be credited with a beneficial interest
      in the Global Note.  The Registrar shall, in accordance with such
      instructions instruct the Depository to credit to the account of the Person
      specified in such instructions a beneficial interest in the Global Note and
      to
      debit the account of the Person making the transfer the beneficial interest
      in
      the Global Note being transferred.

     

    (ii) 
      Notwithstanding any other provisions of this Appendix (other than the provisions
      set forth in Section 2.4), a Global Note may not be transferred as a whole
      except by the Depository to a nominee of the Depository or by a nominee of
      the
      Depository to the Depository or another nominee of the Depository or by the
      Depository or any such nominee to a successor Depository or a nominee of such
      successor Depository.

     

    (iii) 
      In the event that a Restricted Global Note is exchanged for Notes in
      certificated registered form pursuant to Section 2.4 of this Appendix, prior
      to
      the consummation of a Registered Exchange Offer or the effectiveness of a Shelf
      Registration Statement with respect to such Notes, such Notes may be exchanged
      only in accordance with such procedures as are substantially consistent with
      the
      provisions of this Section 2.3 (including the certification requirements set
      forth on the reverse of the Initial Notes intended to ensure that such transfers
      comply with Rule 144A or Regulation S, as the case may be) and such other
      procedures as may from time to time be adopted by the Company.

     

    (b) 
      Legend.

     

    (i) 
      Except as permitted by the following paragraphs (ii), (iii) and (iv), each
      Note
      certificate evidencing the Restricted Global Notes (and all Notes issued in
      exchange therefor or in substitution thereof) shall bear a legend in
      substantially the following form:

     

    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.

     

    (ii) 
      Upon any sale or transfer of a Transfer Restricted Security (including any
      Transfer Restricted Security represented by a Restricted Global Note) pursuant
      to Rule 144 under the Securities Act, the Registrar shall permit the transferee
      thereof to exchange such Transfer Restricted Security for a certificated Note
      that does not bear the legend set forth above and rescind any restriction on
      the
      transfer of such Transfer Restricted Security, if the transferor thereof
      certifies in writing to the Registrar that such sale or transfer was made in
      reliance on Rule 144 (such certification to be in the form set forth on the
      reverse of the Note).

     

    (iii) 
      After a transfer of any Initial Notes or Private Exchange Notes pursuant to
      and
      during the period of the effectiveness of a Shelf Registration Statement with
      respect to such Initial Notes or Private Exchange Notes, as the case may be,
      all
      requirements pertaining to legends on such Initial Note or such Private Exchange
      Note will cease to apply, the requirements requiring any such Initial Note
      or
      such Private Exchange Note issued to certain Holders be issued in global form
      will cease to apply, and a certificated Initial Note or Private Exchange Note
      or
      an Initial Note or Private Exchange Note in global form, in each case without
      restrictive transfer legends, will be available to the transferee of the Holder
      of such Initial Notes or Private Exchange Notes upon exchange of such
      transferring Holder’s certificated Initial Note or Private Exchange Note or
      directions to transfer such Holder’s interest in the Global Note, as
      applicable.

     

    (iv) 
      Upon the consummation of a Registered Exchange Offer with respect to the Initial
      Notes, all requirements pertaining to such Initial Notes that Initial Notes
      issued to certain Holders be issued in global form will still apply with respect
      to Holders of such Initial Notes that do not exchange their Initial Notes,
      and
      Exchange Notes in certificated or global form will be available to Holders
      that
      exchange such Initial Notes in such Registered Exchange Offer.

     

    (v) 
      Upon the consummation of a Private Exchange with respect to the Initial Notes,
      all requirements pertaining to such Initial Notes that Initial Notes issued
      to
      certain Holders be issued in global form will still apply with respect to
      Holders of such Initial Notes that do not exchange their Initial Notes, and
      Private Exchange Notes in global form with the global Notes legend and the
      Restricted Notes legend set forth in Exhibit 1 hereto will be available to
      Holders that exchange such Initial Notes in such Private Exchange.

     

    (c) 
      Cancellation or Adjustment of Global Note.  At such time as all
      beneficial interests in a Global Note have either been exchanged for
      certificated Notes, redeemed, purchased or canceled, such Global Note shall
      be
      returned to the Depository for cancellation or retained and canceled by the
      Trustee.  At any time prior to such cancellation, if any beneficial
      interest in a Global Note is exchanged for certificated Notes, redeemed,
      purchased or canceled, the principal amount of Notes represented by such Global
      Note shall be reduced and an adjustment shall be made on the books and records
      of the Trustee (if it is then the Notes Custodian for such Global Note) with
      respect to such Global Note, by the Trustee or the Notes Custodian, to reflect
      such reduction.

     

    (d) 
      Obligations with Respect to Transfers and Exchanges of
      Notes.

     

    (i) 
      To permit registrations of transfers and exchanges, the Company shall execute
      and the Trustee shall authenticate certificated Notes and Global Notes at the
      Registrar’s or co-registrar’s request.

     

    (ii) 
      No service charge shall be made for any registration of transfer or exchange,
      but the Company may require payment of a sum sufficient to cover any transfer
      tax, assessments, or similar governmental charge payable in connection therewith
      (other than any such transfer taxes, assessments or similar governmental charge
      payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and
      9.05
      and of the Indenture).

     

    (iii) 
      The Registrar or co-registrar shall not be required to register the transfer
      of
      or exchange 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.

     

    (iv) 
      Prior to the due presentation for registration of transfer of any Note, the
      Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may
      deem and treat the person in whose name a Note is registered as the absolute
      owner of such Note for the purpose of receiving payment of principal of,
      premium, if any, interest and Additional Interest, if any, on such Note and
      for
      all other purposes whatsoever, whether or not such Note is overdue, and none
      of
      the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar
      shall be affected by notice to the contrary.

     

    (v)All
      Notes issued upon any transfer or exchange pursuant to the terms of this
      Indenture shall evidence the same debt and shall be entitled to the same
      benefits under this Indenture as the Notes surrendered upon such transfer or
      exchange.

     

    (e)No
      Obligation of the Trustee.

     

    (i) 
      The Trustee shall have no responsibility or obligation to any beneficial owner
      of a Global Note, a member of, or a participant in the Depository or other
      Person with respect to the accuracy of the records of the Depository or its
      nominee or of any participant or member thereof, with respect to any ownership
      interest in the Notes or with respect to the delivery to any participant,
      member, beneficial owner or other Person (other than the Depository) of any
      notice (including any notice of redemption) or the payment of any amount, under
      or with respect to such Notes.  All notices and communications to be
      given to the Holders and all payments to be made to Holders under the Notes
      shall be given or made only to or upon the order of the registered Holders
      (which shall be the Depository or its nominee in the case of a Global
      Note).  The rights of beneficial owners in any Global Note shall be
      exercised only through the Depository subject to the applicable rules and
      procedures of the Depository.  The Trustee may rely and shall be fully
      protected in relying upon information furnished by the Depository with respect
      to its members, participants and any beneficial owners.

     

    (ii) 
      The Trustee shall have no obligation or duty to monitor, determine or inquire
      as
      to compliance with any restrictions on transfer imposed under this Indenture
      or
      under applicable law with respect to any transfer of any interest in any Note
      (including any transfers between or among Depository participants, members
      or
      beneficial owners in any Global Note) other than to require delivery of such
      certificates and other documentation or evidence as are expressly required
      by,
      and to do so if and when expressly required by, the terms of this Indenture,
      and
      to examine the same to determine substantial compliance as to form with the
      express requirements hereof.

     

    2.4 
      Certificated Notes.

     

    (a) 
      A Global Note deposited with the Depository or with the Trustee as custodian
      for
      the Depository pursuant to Section 2.1 shall be transferred to the beneficial
      owners thereof in the form of certificated Notes in an aggregate principal
      amount equal to the principal amount of such Global Note, in exchange for such
      Global Note, only if such transfer complies with Section 2.3 and (i) the
      Depository notifies the Company that it is unwilling or unable to continue
      as
      Depository for such Global Note or if at any time such Depository ceases to
      be a
“clearing agency” registered under the Exchange Act and in either event a
      successor depositary is not appointed by the Company within 90 days of such
      notice, or (ii) an Event of Default has occurred and is continuing and DTC
      notifies the Trustee of its decision to exchange the Global Notes, or (iii)
      the
      Company, in its sole discretion, notifies the Trustee in writing that it elects
      to cause the issuance of certificated Notes under this Indenture.

     

    (b) 
      Any Global Note that is transferable to the beneficial owners thereof pursuant
      to this Section shall be surrendered by the Depository or the Notes Custodian
      to
      the Trustee located at its Corporate Trust Office to be so transferred, in
      whole
      or from time to time in part, without charge, and the Trustee shall authenticate
      and deliver, upon such transfer of each portion of such Global Note, an equal
      aggregate principal amount of certificated Notes of authorized
      denominations.  Any portion of a Global Note transferred pursuant to
      this Section shall be executed, authenticated and delivered only in
      denominations of $2,000 principal amount and any integral multiple of $1,000
      thereafter and registered in such names as the Depository shall
      direct.  Any certificated Note or Private Exchange Note delivered in
      exchange for an interest in the Global Note shall, except as otherwise provided
      by Section 2.3(b), bear the restricted Notes legend set forth in Exhibit 1
      hereto.

     

    (c) 
      Subject to the provisions of Section 2.4(b), the Holder of a Global Note shall
      be entitled to grant proxies and otherwise authorize any Person, including
      Agent
      Members and Persons that may hold interests through Agent Members, to take
      any
      action which a Holder is entitled to take under this Indenture or the
      Notes.

     

    (d) 
      In the event of the occurrence of any of the events specified in Section 2.4(a),
      the Company shall promptly make available to the Trustee a reasonable supply
      of
      certificated Notes in definitive, fully registered form without interest
      coupons.

     


    
      
              

                         
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      1
      TO RULE 144A/REGULATION S APPENDIX

     

    


     

    [FORM
      OF FACE OF INITIAL NOTE]

     

    [Global
      Notes Legend]

     

    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.

     

    [Restricted
      Notes Legend]

     

    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.

     

    


     

    


     


    
      
              

                         
      

                  
      
    

         

      

      
         

        
          

        

      

      
         

      

    


    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              Dollars
      on September 15, 2017 [or such greater or lesser amount as may be indicated
      on
      Schedule A hereto].1

     

    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:

     

    BRISTOW
      GROUP INC.

     

    


     

    By:

    Name:

    Title:

     

    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

    Authorized
      Signatory

     

    


     

    


     

    

      

    

     

      1  If
        this
        Note is a Global Note, add this provision.

    


    
      
              

                        
      

                  
      
    

         

      

      
         

        
          

        

      

      
         

      

    


    [FORM
      OF REVERSE SIDE OF INITIAL NOTE]

     

    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.

     

    7Repurchase
      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)oto
                the Company;
                or

            


    

     

    
      	
               

            	
              (2)opursuant
                to an
                effective registration statement under the Securities Act of 1933;
                or

            


    

     

    
      	
               

            	
              (3)oinside
                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)ooutside
                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)opursuant
                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
      4.10o  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:

     

    


     


    
      
              

                          
      
    

         

      

      
         

        
          

        

      

      
         

      

    


    [TO
      BE ATTACHED TO GLOBAL NOTE]

     

    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

                 

              

            
	 	 	 	 	 
	 	 	 	 	 


    

    


     


    
      
              

                          
      
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A
      TO RULE 144A/REGULATION S APPENDIX

     

    [FORM
      OF FACE OF EXCHANGE NOTE

     

    OR
      PRIVATE EXCHANGE NOTE] ___*/**/

     

    */
      If the
      Note is to be issued in global form add the Global Notes Legend from Exhibit
      1
      to Rule 144A/Regulation S Appendix and the attachment from such Exhibit 1
      captioned “[TO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES
      IN GLOBAL NOTE”.

     

    **/
      If
      the Note is a Private Exchange Note issued in a Private Exchange to an Initial
      Purchaser holding an unsold portion of its initial allotment, add the Restricted
      Notes Legend from Exhibit 1 to Rule 144A/Regulation S Appendix and replace
      the
      Assignment Form included in this Exhibit A with the Assignment Form included
      in
      such Exhibit 1.

     

    All
      references to “Additional Interest” in the note shall be deleted unless if at
      the date of issuance of the Exchange Note or Private Exchange Note (as the
      case
      may be) any Registration Default (as defined in the Registration Rights
      Agreement) has occurred with respect to the related Initial Notes during the
      interest period in which such date of issuance occurs.

     

    


     

    


     


    
      
              

                        

                  
      
    

         

      

      
         

        
          

        

      

      
         

      

    


    [FORM
      OF FACE OF EXCHANGE NOTE OR

     

    PRIVATE
      EXCHANGE NOTE]

     

    ***

     

    No.$    

    CUSIP
      No.    

     

    ISIN
      No.
     

     

    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              Dollars
      on September 15, 2017 [or such greater or lesser amount as may be indicated
      on
      Schedule A hereto].2

     

    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:

     

    BRISTOW
      GROUP INC.

     

    


     

    By:

    Name:

    Title:

     

    


     

    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

    Authorized
      Signatory

     

    


     

    


     

    


     

    

      

    

     

      2  If
        this
        Note is a Global Note, add this provision.

    


    
      
              

                          
      
    

         

      

      
         

        
          

        

      

      
         

      

    


    [FORM
      OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE]

     

    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 March 1 or September
      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. 
      Optional Redemption.

     

    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 Section 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. 
      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.

     

    19. 
      Governing Law.  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED
      BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
      YORK.

     

    20. 
      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.  Requests may be made to:

     

    If
      to the Company or the
      Guarantors:

    


    Bristow
      Group Inc.

    2000
      West Sam Houston Parkway
      South

    Suite
      1700

    Houston,
      Texas 77042

    Attention:
      Chief Financial
      Officer

    Fax
      No.:  (713)
      267-7620 

    


    If
      to the
      Trustee:

    


    U.S.
      Bank National
      Association

    Goodwin
      Square

    225
      Asylum Street

    Hartford,
      CT 06103

    Telecopier
      No.:  (860)
      241-6897

    Attention:
      Corporate Trust
      Services

     

    


     


    
      
              

                        

                  
      
    

         

      

      
         

        
          

        

      

      
         

      

    


    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.

     

    


     

    


     

    


     


    
      
              

                          
      
    

         

      

      
         

        
          

        

      

      
         

      

    


    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

     

    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 elected to have
      purchased:  $____________

     

    Date:Your
      Signature:

    


     

    


     

    Soc.
      Sec. or Tax Identification
      No.:

     

    


     

    Signature
      Guarantee:

    (Signature
      must be
      guaranteed)

     

    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.

     

    


     


    
      
              

                        
      

                  
      
    

         

      

      
         

        
          

        

      

      
         

              

                  ANNEX
            A      
    

      

    


    ______________________________________________

     

    BRISTOW
      GROUP INC.

     

    And

     

    the
      Guarantors named herein

     

    ______________________________________________

     

    71⁄2%
      SENIOR NOTES DUE 2017

     

    ______________________________________________

     

    ________________________

     

    FORM
      OF SUPPLEMENTAL INDENTURE

     

    AND
      AMENDMENT -- SUBSIDIARY GUARANTEE

     

    DATED
      AS OF ____________ __, ____

     

    __________________________

     

    U.S.
      BANK NATIONAL ASSOCIATION

     

    Trustee

     

    __________________________

     

    


     


    
      
              

                        
      

                             
                            
      
    

         

      

      
         

        
          

        

      

      
         

              

                  ANNEX
            A      
    

      

    


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

     

    RECITALS

     

    WHEREAS,
      the Company, the initial Guarantors and the Trustee entered into an Indenture,
      dated as of June 13, 2007 (the “Indenture”), pursuant to which the Company has
      issued $_____________ in principal amount of 71⁄2% Senior Notes due 2017 (the
“Notes”); and

     

    WHEREAS,
      Section 9.01(g) of the Indenture provides that the Company, the Guarantors
      and
      the Trustee may amend or supplement the Indenture in order to comply with
      Section 4.13 or 10.02 thereof, without the consent of the Holders of the Notes;
      and

     

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

     

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

     

    ARTICLE
      1

     

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

     

    Section
      1.02.This Supplemental Indenture shall become effective immediately upon its
      execution and delivery by each of the Company, the Guarantors and the
      Trustee.

     

    ARTICLE
      2

     

    From
      this
      date, in accordance with Section 4.13 or 10.02 and by executing this
      Supplemental Indenture, the Guarantors whose signatures appear below are subject
      to the provisions of the Indenture to the extent provided for in Article 10
      thereunder.

     

    ARTICLE
      3

     

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

     

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

     

    Section
      3.03.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    Section
      3.04.The parties may sign any number of copies of this Supplemental
      Indenture.  Each signed copy shall be an original, but all of such
      executed copies together shall represent the same agreement.

     

    [NEXT
      PAGE IS SIGNATURE PAGE]

     


    
      
              

                        
      

                             
                            
      
    

         

      

      
         

        
          

        

      

      
         

      

    


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

     

    BRISTOW
      GROUP INC.

    


    


    By

    Name:

    Title:

    


    


    GUARANTORS

    [______________________]

    


    


    By

    Name:

    Title:

    


    


    
      	
               

            	
              U.S.
                BANK NATIONAL ASSOCIATION, as
                Trustee

            


    

    


    


    By

    Name:

    Title: