ex4w4-080207.htm


    
      EXHIBIT
        4.4

    

    
 

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

     

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

     

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

     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    No.
      2                                                                                                                                          $1,000,000  

     

    CUSIP
      No.  U1104MAA9   

    ISIN
      No.
 USU1104MAA90   

     

    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 one million Dollars ($1,000,000) on
      September 15, 2017 or such greater or lesser amount as may be indicated on
      Schedule A hereto.

     

    Interest
      Payment Dates:  March 15 and September 15.

     

    Record
      Dates:  March 1 and September 1.

     

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

     

    Dated:  June
      13, 2007

     

    BRISTOW
      GROUP INC.

     

    


     

    By:           /s/
      Joseph A. Baj

    Joseph
      A. Baj

    Vice
      President and
      Treasurer

     

    TRUSTEE’S
      CERTIFICATE OF

    AUTHENTICATION

    


    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Trustee, certifies that

    this
      is one of the Notes

    referred
      to in the
      Indenture.

    


     

    By           /s/
      Susan C.
      Merker                                                                

    Authorized
      Signatory

     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    71⁄2%
      Senior Note due 2017

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    7           Repurchase
      at Option of Holder.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Bristow
      Group Inc.

    2000
      West Sam Houston Parkway
      South

    Suite
      1700

    Houston,
      Texas 77042

    Attention:
      Chief Financial
      Officer

    Fax
      No.:   (713)
      267-7620

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT
      FORM

     

    To
      assign
      this Note, fill in the form below:

     

    I
      or we
      assign and transfer this Note to

     

    


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

     

    


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

     

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

     

    Date:                                                      Your
      Signature:

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

     

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

     

    CHECK
      ONE
      BOX BELOW

     

    
      	
               

            	
              (1)

            	
              o

            	
              to
                the Company; or

            


    

     

    
      	
               

            	
              (2)

            	
              o

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

            


    

     

    
      	
               

            	
              (3)

            	
              o

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

            


    

     

    
      	
               

            	
              (4)

            	
              o

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

            


    

     

    
      	
               

            	
              (5)

            	
              o

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

            


    

     

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

     

    
      	
              Signature
                Guarantee:

            	
              Signature

            
	
              Signature

            	
              Signature

            


    

    


     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

     

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

     

    


     

    Dated:                      

    Notice:  To
      be executed by
      an executive officer

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    OPTION
      OF HOLDER TO ELECT PURCHASE

     

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

     

    o  Section
      4.10                                                                           o  Section
      4.15

     

    


     

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

     

    Dated:                      

    (Sign
      exactly as your name appears on
      the Note)

     

    


     

    Soc.
      Sec. or Tax Identification
      No.:                                                                           

     

    


     

    Signature
      Guarantee:

     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      A

     

    SCHEDULE
      OF INCREASES OR DECREASES IN GLOBAL NOTE

     

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

     

    
      	
              
                Date

                 

              

            	
              
                Amount
                  of decrease in Principal Amount of this Global Note

                 

              

            	
              
                Amount
                  of increase in Principal Amount of this Global Note

                 

              

            	
              
                Principal
                  Amount of this Global Note following such decrease or
                  increase

                 

              

            	
              
                Signature
                  of authorized officer of Trustee or Notes Custodian