<PAGE>
                                                                     EXHIBIT 4.3


================================================================================


                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of April 23, 2002

                                  By and Among

                          PETROLEUM HELICOPTERS, INC.,
                                   as Issuer,

                          the GUARANTORS named herein,

                                       and

                                 UBS WARBURG LLC
                                       and
                         DEUTSCHE BANK SECURITIES INC.,
                              as Initial Purchasers

                          9 3/8% Senior Notes due 2009


================================================================================

<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>

1.       Definitions..........................................................................................1

2.       Exchange Offer.......................................................................................5

3.       Shelf Registration Statement.........................................................................8

4.       Liquidated Damages...................................................................................9

5.       Registration Procedures.............................................................................10

6.       Registration Expenses...............................................................................19

7.       Indemnification.....................................................................................20

8.       Rules 144 and 144A..................................................................................24

9.       Underwritten Registrations..........................................................................24

10.      Miscellaneous.......................................................................................25

         (a)      No Inconsistent Agreements.................................................................25
         (b)      Adjustments Affecting Registrable Notes....................................................25
         (c)      Amendments and Waivers.....................................................................25
         (d)      Notices....................................................................................25
         (e)      Guarantors.................................................................................26
         (f)      Successors and Assigns.....................................................................26
         (g)      Counterparts...............................................................................27
         (h)      Headings...................................................................................27
         (i)      Governing Law..............................................................................27
         (j)      Severability...............................................................................27
         (k)      Securities Held by the Company or Its Affiliates...........................................27
         (l)      Third-Party Beneficiaries..................................................................27
         (m)      Attorneys' Fees............................................................................27
         (n)      Entire Agreement...........................................................................28

SIGNATURES..................................................................................................S-1
</Table>


                                      -i-

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


                  This Registration Rights Agreement (this "Agreement") is dated
as of April 23, 2002, by and among PETROLEUM HELICOPTERS, INC., a Louisiana
corporation (the "Company"), and each of the Guarantors (as defined herein) (the
Company and the Guarantors are referred to collectively herein as the
"Issuers"), on the one hand, and USB WARBURG LLC and DEUTSCHE BANK SECURITIES
INC. (the "Initial Purchasers"), on the other hand.

                  This Agreement is entered into in connection with the Purchase
Agreement, dated as of April 17, 2002, by and among the Issuers and the Initial
Purchasers (the "Purchase Agreement"), relating to the offering of $200,000,000
aggregate principal amount of the Company's 9 3/8% Senior Notes due May 1, 2009
(including the guarantees thereof by the Guarantors, the "Notes"). The execution
and delivery of this Agreement is a condition to the Initial Purchasers'
obligation to purchase the Notes under the Purchase Agreement.

                  The parties hereby agree as follows:

         Section 1. Definitions

                  As used in this Agreement, the following terms shall have the
following meanings:

                  "action" shall have the meaning set forth in Section 7(c)
hereof.

                  "Advice" shall have the meaning set forth in Section 5 hereof.

                  "Agreement" shall have the meaning set forth in the first
introductory paragraph hereto.

                  "Applicable Period" shall have the meaning set forth in
Section 2(b) hereof.

                  "Board of Directors" shall have the meaning set forth in
Section 5 hereof.

                  "Business Day" shall mean a day that is not a Legal Holiday.

                  "Company" shall have the meaning set forth in the introductory
paragraph hereto and shall also include the Company's permitted successors and
assigns.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "day" shall mean a calendar day.


<PAGE>
                                      -2-


                  "Delay Period" shall have the meaning set forth in Section 5
hereof.

                  "Effectiveness Period" shall have the meaning set forth in
Section 3(b) hereof.

                  "Event Date" shall have the meaning set forth in Section 4(b)
hereof.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Notes" shall have the meaning set forth in Section
2(a) hereof.

                  "Exchange Offer" shall have the meaning set forth in Section
2(a) hereof.

                  "Exchange Offer Registration Statement" shall have the meaning
set forth in Section 2(a) hereof.

                  "Guarantors" means each of the Persons executing this
Agreement (as set forth on Schedule I of the Purchase Agreement) on the date
hereof and each Person who executes and delivers a counterpart of this Agreement
hereafter pursuant to Section 10(e) hereof.

                  "Holder" shall mean any holder of a Registrable Note or
Registrable Notes.

                  "Indenture" shall mean the Indenture, dated as of April 23,
2002, by and among the Issuers and The Bank of New York, as trustee, pursuant to
which the Notes are being issued, as amended or supplemented from time to time
in accordance with the terms thereof.

                  "Initial Purchasers" shall have the meaning set forth in the
first introductory paragraph hereof.

                  "Inspectors" shall have the meaning set forth in Section 5(n)
hereof.

                  "Issue Date" shall mean April 23, 2002, the date of original
issuance of the Notes.

                  "Issuers" shall have the meaning set forth in the introductory
paragraph hereto.

                  "Legal Holiday" shall mean a Saturday, a Sunday or a day on
which banking institutions in New York, New York are required by law, regulation
or executive order to remain closed.

                  "Liquidated Damages" shall have the meaning set forth in
Section 4(a) hereof.

                  "Losses" shall have the meaning set forth in Section 7(a)
hereof.


<PAGE>
                                      -3-


                  "NASD" shall have the meaning set forth in Section 5(s)
hereof.

                  "Notes" shall have the meaning set forth in the second
introductory paragraph hereto.

                  "Participant" shall have the meaning set forth in Section 7(a)
hereof.

                  "Participating Broker-Dealer" shall have the meaning set forth
in Section 2(b) hereof.

                  "Person" shall mean an individual, corporation, partnership,
joint venture association, joint stock company, trust, unincorporated limited
liability company, government or any agency or political subdivision thereof or
any other entity.

                  "Private Exchange" shall have the meaning set forth in Section
2(b) hereof.

                  "Private Exchange Notes" shall have the meaning set forth in
Section 2(b) hereof.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, any prospectus subject to
completion and a prospectus that includes any information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

                  "Purchase Agreement" shall have the meaning set forth in the
second introductory paragraph hereof.

                  "Records" shall have the meaning set forth in Section 5(n)
hereof.

                  "Registrable Notes" shall mean each Note upon its original
issuance and at all times subsequent thereto, each Exchange Note as to which
Section 2(c)(iv) hereof is applicable upon original issuance and at all times
subsequent thereto and each Private Exchange Note upon original issuance thereof
and at all times subsequent thereto, in each case until (i) a Registration
Statement (other than, with respect to any Exchange Note as to which Section
2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement)
covering such Note, Exchange Note or Private Exchange Note has been declared
effective by the Commission and such Note, Exchange Note or such Private
Exchange Note, as the case may be, has been disposed of in accordance with such
effective Registration Statement, (ii) such Note has been exchanged pursuant to
the Exchange Offer for an Exchange Note or Exchange Notes that may


<PAGE>
                                      -4-


be resold without restriction under state and federal securities laws, (iii)
such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to
be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or
Private Exchange Note has been sold in compliance with Rule 144 or is salable
pursuant to Rule 144(k).

                  "Registration Default" shall have the meaning set forth in
Section 4(a) hereof.

                  "Registration Statement" shall mean any appropriate
registration statement of the Company covering any of the Registrable Notes
filed with the Commission under the Securities Act, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

                  "Requesting Participating Broker-Dealer" shall have the
meaning set forth in Section 2(b) hereof.

                  "Rule 144" shall mean Rule 144 promulgated under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule (other than Rule 144A) or regulation hereafter adopted by the Commission
providing for offers and sales of securities made in compliance therewith
resulting in offers and sales by subsequent holders that are not affiliates of
an issuer of such securities being free of the registration and prospectus
delivery requirements of the Securities Act.

                  "Rule 144A" shall mean Rule 144A promulgated under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule (other than Rule 144) or regulation hereafter adopted by the Commission.

                  "Rule 415" shall mean Rule 415 promulgated under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

                  "Shelf Filing Event" shall have the meaning set forth in
Section 2(c) hereof.

                  "Shelf Registration Statement" shall have the meaning set
forth in Section 3(a) hereof.

                  "TIA" shall mean the Trust Indenture Act of 1939, as amended.

                  "Trustee" shall mean the trustee under the Indenture and the
trustee (if any) under any indenture governing the Exchange Notes and Private
Exchange Notes.


<PAGE>
                                      -5-


                  "Underwritten registration or underwritten offering" shall
mean a registration in which securities of the Company are sold to an
underwriter for reoffering to the public.

         Section 2. Exchange Offer

                  (a) The Issuers shall (i) file a Registration Statement (the
"Exchange Offer Registration Statement") within 60 days after the Issue Date
with the Commission on an appropriate registration form with respect to a
registered offer (the "Exchange Offer") to exchange any and all of the
Registrable Notes for a like aggregate principal amount of notes (including the
guarantees with respect thereto, the "Exchange Notes") that are identical in all
material respects to the Notes (except that the Exchange Notes shall not contain
terms with respect to transfer restrictions or Liquidated Damages upon a
Registration Default), (ii) use their reasonable best efforts to cause the
Exchange Offer Registration Statement to be declared effective under the
Securities Act within 150 days after the Issue Date and (iii) use their
reasonable best efforts to consummate the Exchange Offer within 180 days after
the Issue Date. Upon the Exchange Offer Registration Statement being declared
effective by the Commission, the Company will offer the Exchange Notes in
exchange for surrender of the Notes. The Company shall keep the Exchange Offer
open for not less than 30 days (or longer if required by applicable law) after
the date notice of the Exchange Offer is mailed to Holders.

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

                  (b) The Company and the Initial Purchasers acknowledge that
the staff of the Commission has taken the position that any broker-dealer that
elects to exchange Notes that were acquired by such broker-dealer for its own
account as a result of market-making or other trading activities for Exchange
Notes in the Exchange Offer (a "Participating Broker-Dealer") may be deemed to
be an "underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes (other than a resale of an unsold allotment
resulting from the original offering of the Notes).


<PAGE>
                                      -6-


                  The Company and the Initial Purchasers also acknowledge that
the staff of the Commission has taken the position that if the Prospectus
contained in the Exchange Offer Registration Statement includes a plan of
distribution containing a statement to the above effect and the means by which
Participating Broker-Dealers may resell the Exchange Notes, without naming the
Participating Broker-Dealers or specifying the amount of Exchange Notes owned by
them, such Prospectus may be delivered by Participating Broker-Dealers to
satisfy their prospectus delivery obligations under the Securities Act in
connection with resales of Exchange Notes for their own accounts, so long as the
Prospectus otherwise meets the requirements of the Securities Act.

                  In light of the foregoing, if requested by a Participating
Broker-Dealer (a "Requesting Participating Broker-Dealer"), the Issuers agree to
use their reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective for a period of up to 180 days after the date
on which the Exchange Registration Statement is declared effective, or such
longer period if extended pursuant to the last paragraph of Section 5 hereof
(such period, the "Applicable Period"), or such earlier date as all Requesting
Participating Broker-Dealers shall have notified the Company in writing that
such Requesting Participating Broker-Dealers have resold all Exchange Notes
acquired in the Exchange Offer. The Company shall include a plan of distribution
in such Exchange Offer Registration Statement that meets the requirements set
forth in the preceding paragraph.

                  If, prior to consummation of the Exchange Offer, any Holder
holds any Notes acquired by it that have, or that are reasonably likely to be
determined to have, the status of an unsold allotment in an initial
distribution, or if any Holder is not entitled to participate in the Exchange
Offer, the Company upon the request of any such Holder shall simultaneously with
the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to
any such Holder, in exchange (the "Private Exchange") for such Notes held by any
such Holder, a like principal amount of notes (the "Private Exchange Notes") of
the Company that are identical in all material respects to the Exchange Notes,
except that the Private Exchange Notes may be subject to transfer restrictions
and bear a legend to such effect; provided, however, that the Issuers shall not
be required to effect a Private Exchange if in the written judgment of counsel
for the Issuers or counsel for the Initial Purchasers (copies of which are
delivered to the Initial Purchasers or Holders whose request is the subject of
such judgments) such Private Exchange cannot be effected without registration
under the Securities Act. The Private Exchange Notes shall be issued pursuant to
the same indenture as the Exchange Notes and bear the same CUSIP number as the
Exchange Notes.

                  In connection with the Exchange Offer, the Company shall:

                  (1) mail or cause to be mailed to each Holder entitled to
         participate in the Exchange Offer a copy of the Prospectus forming part
         of the Exchange Offer


<PAGE>
                                      -7-


         Registration Statement, together with an appropriate letter of
         transmittal and related documents;

                  (2) utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York;

                  (3) permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Exchange Offer shall remain open; and

                  (4) otherwise comply in all material respects with all
         applicable laws, rules and regulations.

                  As soon as practicable after the close of the Exchange Offer
and the Private Exchange, if any, the Company shall:

                  (1) accept for exchange all Notes validly tendered and not
         validly withdrawn pursuant to the Exchange Offer and the Private
         Exchange;

                  (2) deliver or cause to be delivered to the Trustee for
         cancellation all Notes so accepted for exchange; and

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

                  The Exchange Offer and the Private Exchange shall not be
subject to any conditions, other than that (i) the Exchange Offer or Private
Exchange, as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the Commission, (ii) no action or proceeding
shall have been instituted or threatened in any court or by any governmental
agency which might materially impair the ability of the Company to proceed with
the Exchange Offer or the Private Exchange, and no material adverse development
shall have occurred in any existing action or proceeding with respect to the
Company and (iii) all governmental approvals shall have been obtained, which
approvals the Company deems necessary for the consummation of the Exchange Offer
or Private Exchange.

                  The Exchange Notes and the Private Exchange Notes shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture (in either case, with such changes as are necessary to
comply with any requirements of the Commission to effect or maintain the
qualification thereof under the TIA) and which, in either case, has been
qualified under the TIA and shall


<PAGE>
                                      -8-


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

                  (c) In the event that (i) any changes in law or the applicable
interpretations of the staff of the Commission do not permit the Issuers to
effect the Exchange Offer, (ii) for any reason the Exchange Offer is not
consummated within 180 days of the Issue Date, (iii) any Holder is prohibited by
law or the applicable interpretations of the staff of the Commission from
participating in the Exchange Offer or does not receive Exchange Notes on the
date of the exchange that may be sold without restriction under state and
federal securities laws (other than due solely to the status of such holder as
an affiliate of any Issuer) or (iv) the Initial Purchasers so request with
respect to Notes that have, or that are reasonably likely to be determined to
have, the status of unsold allotments in an initial distribution (each such
event referred to in clauses (i) through (iv) of this sentence, a "Shelf Filing
Event"), then the Issuers shall use their reasonable best efforts to, as
promptly as practicable, file a Shelf Registration Statement pursuant to Section
3 hereof.

         Section 3. Shelf Registration Statement

                  If at any time a Shelf Filing Event shall occur, then:

                  (a) Shelf Registration Statement. The Issuers shall file with
the Commission a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Registrable Notes not
exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to
which Section 2(c)(iv) is applicable (the "Shelf Registration Statement"). The
Issuers shall use their reasonable best efforts to file with the Commission the
Shelf Registration Statement as promptly as practicable. The Shelf Registration
Statement shall be on an appropriate form permitting registration of such
Registrable Notes for resale by Holders in the manner or manners designated by
them (including, without limitation, one or more underwritten offerings). The
Company shall not permit any securities other than the Registrable Notes to be
included in the Shelf Registration Statement.

                  (b) The Issuers shall use their reasonable best efforts (x) to
cause the Shelf Registration Statement to be declared effective under the
Securities Act on or prior to the 180th day after the Issue Date and (y) to use
their reasonable best efforts to keep the Shelf Registration Statement
continuously effective under the Securities Act for the period ending on the
date which is two years from the Issue Date, subject to extension pursuant to
the penultimate paragraph of Section 5 hereof (the "Effectiveness Period"), or
such shorter period ending when all Registrable Notes covered by the Shelf
Registration Statement have been sold in the manner set forth and as
contemplated in the Shelf Registration Statement; provided, however, that (i)
the Effectiveness Period in respect of the Shelf Registration Statement shall be



<PAGE>
                                      -9-


extended to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of Rule 174 under the Securities Act and as
otherwise provided herein and (ii) the Company may suspend the effectiveness of
the Shelf Registration Statement by written notice to the Holders solely as a
result of the filing of a post-effective amendment to the Shelf Registration
Statement to incorporate annual audited financial information with respect to
the Company where such post-effective amendment is not yet effective and needs
to be declared effective to permit holders to use the related Prospectus.

                  (c) Supplements and Amendments. The Issuers agree to
supplement or make amendments to the Shelf Registration Statement as and when
required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration Statement or by the
Securities Act or rules and regulations thereunder for shelf registration, or if
reasonably requested by the Holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement or by any
underwriter of such Registrable Notes.

         Section 4. Liquidated Damages

                  (a) The Issuers and the Initial Purchasers agree that the
Holders will suffer damages if the Company fails to fulfill its obligations
under Section 2 or Section 3 hereof and that it would not be feasible to
ascertain the extent of such damages with precision. Accordingly, the Company
agrees that if:

         (i) the Exchange Offer Registration Statement is not filed with the
         Commission on or prior to the 60th day following the Issue Date,

         (ii) the Exchange Offer Registration Statement is not declared
         effective on or prior to the 150th day following the Issue Date,

         (iii) the Exchange Offer is not consummated on or prior to the 180th
         day following the Issue Date, or

         (iv) the Shelf Registration Statement is declared effective but
         thereafter ceases to be effective or usable, except if the Shelf
         Registration Statement ceases to be effective or usable as specifically
         permitted in the penultimate paragraph of Section 5 hereof

(each such event referred to in clauses (1) through (4) a "REGISTRATION
DEFAULT"), liquidated damages in the form of additional cash interest
("LIQUIDATED DAMAGES") will accrue on the affected Notes and the affected
Exchange Notes, as applicable. The rate of Liquidated Damages will be 0.25% per
annum for the first 90-day period immediately following the occurrence of a
Registration Default, increasing by an additional 0.25% per annum with respect
to


<PAGE>
                                      -10-


each subsequent 90-day period up to a maximum amount of additional interest of
1.00% per annum, from and including the date on which any such Registration
Default shall occur to, but excluding, the earlier of (1) the date on which all
Registration Defaults have been cured or (2) the date on which all the Notes and
Exchange Notes otherwise become freely transferable by Holders other than
affiliates of the Issuer without further registration under the Securities Act.

                  Notwithstanding the foregoing, (1) the amount of Liquidated
Damages payable shall not increase because more than one Registration Default
has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is
not entitled to the benefits of the Shelf Registration Statement (i.e., such
Holder has not elected to include information) shall not be entitled to
Liquidated Damages with respect to a Registration Default that pertains to the
Shelf Registration Statement.

                  (b) The Company shall notify the Trustee within one Business
Day after each and every date on which an event occurs in respect of which
Liquidated Damages are required to be paid (an "Event Date"). Any amounts of
Liquidated Damages due pursuant to this Section 4 will be payable in addition to
any other interest payable from time to time with respect to the Registrable
Notes and the Exchange Notes in cash on each interest payment date to the
holders of record for such interest payment date, commencing with the first such
interest payment date occurring after any such Liquidated Damages commence to
accrue. The amount of Liquidated Damages will be determined in a manner
consistent with the calculation of interest under the Indenture.

         Section 5. Registration Procedures

                  In connection with the filing of any Registration Statement
pursuant to Section 2 or 3 hereof, the Issuers shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder, the
Issuers shall:

                  (a) Prepare and file with the Commission the Registration
         Statement or Registration Statements prescribed by Section 2 or 3
         hereof, and use their reasonable best efforts to cause each such
         Registration Statement to become effective and remain effective as
         provided herein; provided, however, that, if (1) such filing is
         pursuant to Section 3 hereof or (2) a Prospectus contained in the
         Exchange Offer Registration Statement filed pursuant to Section 2
         hereof is required to be delivered under the Securities Act by any
         Participating Broker-Dealer who seeks to sell Exchange Notes during the
         Applicable Period relating thereto, before filing any Registration
         Statement or Prospectus or any amendments or supplements thereto, the
         Company shall furnish to and afford the Holders of the Registrable
         Notes covered by such Registration Statement or each such Participating
         Broker-Dealer, as the case may be, their counsel and the


<PAGE>
                                      -11-


         managing underwriters, if any, a reasonable opportunity to review
         copies of all such documents (including copies of any documents to be
         incorporated by reference therein and all exhibits thereto) proposed to
         be filed (in each case at least five Business Days prior to such
         filing). The Company shall not file any Registration Statement or
         Prospectus or any amendments or supplements thereto if the Holders of a
         majority in aggregate principal amount of the Registrable Notes covered
         by such Registration Statement, or any such Participating
         Broker-Dealer, as the case may be, their counsel, or the managing
         underwriters, if any, shall reasonably object.

                  (b) Prepare and file with the Commission such amendments and
         post-effective amendments to each Shelf Registration Statement or
         Exchange Offer Registration Statement, as the case may be, as may be
         necessary to keep such Registration Statement continuously effective
         for the Effectiveness Period or the Applicable Period, as the case may
         be; cause the related Prospectus to be supplemented by any Prospectus
         supplement required by applicable law, and as so supplemented to be
         filed pursuant to Rule 424 (or any similar provisions then in force)
         promulgated under the Securities Act; and comply with the provisions of
         the Securities Act and the Exchange Act applicable to each of them with
         respect to the disposition of all securities covered by such
         Registration Statement as so amended or in such Prospectus as so
         supplemented and with respect to the subsequent resale of any
         securities being sold by a Participating Broker-Dealer covered by any
         such Prospectus, in each case, in accordance with the intended methods
         of distribution set forth in such Registration Statement or Prospectus,
         as so amended.

                  (c) If (1) a Shelf Registration Statement is filed pursuant to
         Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period relating thereto, notify the selling Holders of Registrable
         Notes, or each such Participating Broker-Dealer, as the case may be,
         their counsel and the managing underwriters, if any, as promptly as
         possible and, if requested by any such Person, confirm such notice in
         writing (i) when a Prospectus or any Prospectus supplement or
         post-effective amendment has been filed and, with respect to a
         Registration Statement or any post-effective amendment, when the same
         has become effective under the Securities Act (including in such notice
         a written statement that any Holder may, upon request, obtain, at the
         sole expense of the Company, one conformed copy of such Registration
         Statement or post-effective amendment including financial statements
         and schedules, documents incorporated or deemed to be incorporated by
         reference and exhibits), (ii) of the issuance by the Commission of any
         stop order suspending the effectiveness of a Registration Statement or
         of any order preventing or suspending the use of any preliminary
         prospectus or the initiation of any proceedings for


<PAGE>
                                      -12-


         that purpose, (iii) if at any time when a Prospectus is required by the
         Securities Act to be delivered in connection with sales of the
         Registrable Notes or resales of Exchange Notes by Participating
         Broker-Dealers the representations and warranties of the Issuers
         contained in any agreement (including any underwriting agreement)
         contemplated by Section 5(m) hereof cease to be true and correct in all
         material respects, (iv) of the receipt by any of the Issuers of any
         notification with respect to the suspension of the qualification or
         exemption from qualification of a Registration Statement or any of the
         Registrable Notes or the Exchange Notes for offer or sale in any
         jurisdiction, or the initiation or threatening of any proceeding for
         such purpose, (v) of the happening of any event, the existence of any
         condition or any information becoming known to the Company that makes
         any statement made in such Registration Statement or related Prospectus
         or any document incorporated or deemed to be incorporated therein by
         reference untrue in any material respect or that requires the making of
         any changes in or amendments or supplements to such Registration
         Statement, Prospectus or documents so that, in the case of the
         Registration Statement, it will not contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading, and
         that in the case of the Prospectus, it will not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading and (vi) of the Company's determination that a
         post-effective amendment to a Registration Statement would be
         appropriate.

                  (d) If (1) a Shelf Registration Statement is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, use their reasonable best efforts to prevent the issuance of
         any order suspending the effectiveness of a Registration Statement or
         of any order preventing or suspending the use of a Prospectus or
         suspending the qualification (or exemption from qualification) of any
         of the Registrable Notes or the Exchange Notes, as the case may be, for
         sale in any jurisdiction and, if any such order is issued, to use their
         reasonable best efforts to obtain the withdrawal of any such order at
         the earliest practicable moment.

                  (e) If (1) a Shelf Registration Statement is filed pursuant to
         Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period and, if requested by the managing underwriter or underwriters
         (if any), the Holders of a majority in aggregate principal amount of
         the Registrable Notes


<PAGE>
                                      -13-


         covered by such Registration Statement or any Participating
         Broker-Dealer, as the case may be, (i) promptly incorporate in such
         Registration Statement or Prospectus, a prospectus supplement or
         post-effective amendment such information as the managing underwriter
         or underwriters (if any), such Holders or any Participating
         Broker-Dealer, as the case may be (based upon advice of counsel),
         determine is reasonably necessary to be included therein and (ii) make
         all required filings of such prospectus supplement or such
         post-effective amendment as soon as practicable after the Company has
         received notification of the matters to be incorporated in such
         prospectus supplement or post-effective amendment; provided, however,
         that the Issuers shall not be required to take any action hereunder
         that would, in the written opinion of counsel to the Company, violate
         applicable laws.

                  (f) If (1) a Shelf Registration Statement is filed pursuant to
         Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, furnish to each selling Holder of Registrable Notes or each
         such Participating Broker-Dealer, as the case may be, who so requests,
         their counsel and each managing underwriter, if any, at the sole
         expense of the Company, one conformed copy of the Registration
         Statement or Registration Statements and each post-effective amendment
         thereto, including financial statements and schedules, and, if
         requested, all documents incorporated or deemed to be incorporated
         therein by reference and all exhibits.

                  (g) If (1) a Shelf Registration Statement is filed pursuant to
         Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, deliver to each selling Holder of Registrable Notes or each
         such Participating Broker-Dealer, as the case may be, their respective
         counsel and the underwriters, if any, at the sole expense of the
         Company, as many copies of the Prospectus or Prospectuses (including
         each form of preliminary prospectus) and each amendment or supplement
         thereto and any documents incorporated by reference therein as such
         Persons may reasonably request; and, subject to the last paragraph of
         this Section 5, the Issuers hereby consent to the use of such
         Prospectus and each amendment or supplement thereto by each of the
         selling Holders of Registrable Notes or each such Participating
         Broker-Dealer, as the case may be, and the underwriters or agents, if
         any, and dealers (if any), in connection with the offering and sale of
         the Registrable Notes or the sale by Participating Broker-Dealers of
         the Exchange Notes.


<PAGE>
                                      -14-


                  (h) Prior to any public offering of Registrable Notes or
         Exchange Notes or any delivery of a Prospectus contained in the
         Exchange Offer Registration Statement by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, use their reasonable best efforts to register or qualify, and
         to cooperate with the selling Holders of Registrable Notes or each such
         Participating Broker-Dealer, as the case may be, the managing
         underwriter or underwriters, if any, and their respective counsel in
         connection with the registration or qualification (or exemption from
         such registration or qualification) of such Registrable Notes or
         Exchange Notes, as the case may be, for offer and sale under the
         securities or Blue Sky laws of such jurisdictions within the United
         States as any selling Holder, Participating Broker-Dealer, or the
         managing underwriter or underwriters reasonably request; provided,
         however, that where Exchange Notes or Registrable Notes are offered
         other than through an underwritten offering, the Company agrees to
         cause the Company's counsel to perform Blue Sky investigations and file
         registrations and qualifications required to be filed pursuant to this
         Section 5(h); keep each such registration or qualification (or
         exemption therefrom) effective during the period such Registration
         Statement is required to be kept effective and do any and all other
         acts or things reasonably necessary or advisable to enable the
         disposition in such jurisdictions of such Exchange Notes or Registrable
         Notes covered by the applicable Registration Statement; provided,
         however, that no Issuer shall be required to (A) qualify generally to
         do business in any jurisdiction where it is not then so qualified, (B)
         take any action that would subject it to general service of process in
         any such jurisdiction where it is not then so subject or (C) subject
         itself to taxation in excess of a nominal dollar amount in any such
         jurisdiction where it is not then so subject.

                  (i) If a Shelf Registration Statement is filed pursuant to
         Section 3 hereof, cooperate with the selling Holders of Registrable
         Notes and the managing underwriter or underwriters, if any, to
         facilitate the timely preparation and delivery of certificates
         representing Registrable Notes to be sold, which certificates shall not
         bear any restrictive legends and shall be in a form eligible for
         deposit with The Depository Trust Company; and enable such Registrable
         Notes to be in such denominations and registered in such names as the
         managing underwriter or underwriters, if any, or selling Holders may
         request at least two Business Days prior to any sale of such
         Registrable Notes or Exchange Notes.

                  (j) Use their reasonable best efforts to cause the Registrable
         Notes or Exchange Notes covered by any Registration Statement to be
         registered with or approved by such other governmental agencies or
         authorities as may be reasonably necessary to enable the seller or
         sellers thereof or the underwriter or underwriters, if any, to
         consummate the disposition of such Registrable Notes or Exchange Notes,
         except as may be required solely as a consequence of the nature of such
         selling Holder's business, in


<PAGE>
                                      -15-


         which case the Company will cooperate in all reasonable respects with
         the filing of such Registration Statement and the granting of such
         approvals.

                  (k) If (1) a Shelf Registration Statement is filed pursuant to
         Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, upon the occurrence of any event contemplated by Section
         5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and
         (subject to Section 5(a) hereof and the penultimate paragraph of this
         Section 5) file with the Commission, at the sole expense of the
         Company, a supplement or post-effective amendment to the Registration
         Statement or a supplement to the related Prospectus or any document
         incorporated or deemed to be incorporated therein by reference, or file
         any other required document so that, as thereafter delivered to the
         purchasers of the Registrable Notes being sold thereunder or to the
         purchasers of the Exchange Notes to whom such Prospectus will be
         delivered by a Participating Broker-Dealer, any such Prospectus will
         not contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                  (l) Prior to the effective date of the first Registration
         Statement relating to the Registrable Notes, (i) provide the Trustee
         with certificates for the Registrable Notes in a form eligible for
         deposit with The Depository Trust Company and (ii) provide a CUSIP
         number for the Registrable Notes.

                  (m) In connection with any underwritten offering of
         Registrable Notes pursuant to a Shelf Registration Statement, enter
         into an underwriting agreement as is customary in underwritten
         offerings of debt securities similar to the Notes and take all such
         other actions as are reasonably requested by the managing underwriter
         or underwriters in order to expedite or facilitate the registration or
         the disposition of such Registrable Notes and, in such connection, (i)
         make such representations and warranties to, and covenants with, the
         underwriters with respect to the business of the Company and its
         subsidiaries (including any acquired business, properties or entity, if
         applicable) and the Registration Statement, Prospectus and documents,
         if any, incorporated or deemed to be incorporated by reference therein,
         in each case, as are customarily made by issuers to underwriters in
         underwritten offerings of debt securities similar to the Notes, and
         confirm the same in writing if and when requested; (ii) use their
         reasonable best efforts to obtain the written opinions of counsel to
         the Company and written updates thereof in form, scope and substance
         reasonably satisfactory to the managing underwriter or underwriters,
         addressed to the underwriters covering the matters customarily covered
         in opinions requested in underwritten offerings and such other matters
         as may


<PAGE>
                                      -16-


         be reasonably requested by the managing underwriter or underwriters;
         (iii) use their reasonable best efforts to obtain "cold comfort"
         letters and updates thereof in form, scope and substance reasonably
         satisfactory to the managing underwriter or underwriters from the
         independent certified public accountants of the Company (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included or incorporated by reference in the Registration
         Statement), addressed to each of the underwriters, such letters to be
         in customary form and covering matters of the type customarily covered
         in "cold comfort" letters in connection with underwritten offerings;
         and (iv) if an underwriting agreement is entered into, the same shall
         contain indemnification provisions and procedures no less favorable
         than those set forth in Section 7 hereof (or such other provisions and
         procedures acceptable to Holders of a majority in aggregate principal
         amount of Registrable Notes covered by such Registration Statement and
         the managing underwriter or underwriters or agents) with respect to all
         parties to be indemnified pursuant to said Section. The above shall be
         done at each closing under such underwriting agreement, or as and to
         the extent required thereunder.

                  (n) If (1) a Shelf Registration Statement is filed pursuant to
         Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, make available for inspection by any selling Holder of such
         Registrable Notes being sold or each such Participating Broker-Dealer,
         as the case may be, any underwriter participating in any such
         disposition of Registrable Notes, if any, and any attorney, accountant
         or other agent retained by any such selling Holder or each such
         Participating Broker-Dealer, as the case may be, or underwriter
         (collectively, the "Inspectors"), at the offices where normally kept,
         during reasonable business hours, all financial and other records,
         pertinent corporate documents and instruments of the Company and its
         subsidiaries (collectively, the "Records") as shall be reasonably
         necessary to enable them to exercise any applicable due diligence
         responsibilities, and cause the officers, directors and employees of
         the Company and its subsidiaries to supply all information reasonably
         requested by any such Inspector in connection with such Registration
         Statement and Prospectus. Each Inspector shall agree in writing that it
         will not disclose any records that the Company determines, in good
         faith, to be confidential and that it notifies the Inspectors in
         writing are confidential unless (i) the disclosure of such Records is
         necessary to avoid or correct a misstatement or omission in such
         Registration Statement or Prospectus, (ii) the release of such Records
         is ordered pursuant to a subpoena or other order from a court of
         competent jurisdiction, (iii) disclosure of such information is
         necessary or advisable in connection with any action, claim, suit or
         proceeding, directly or indirectly, involving or potentially involving
         such Inspector and


<PAGE>
                                      -17-


         arising out of, based upon, relating to, or involving this Agreement or
         the Purchase Agreement, or any transactions contemplated hereby or
         thereby or arising hereunder or thereunder or (iv) the information in
         such Records has been made generally available to the public; provided,
         however, that such Inspector shall take such actions as are reasonably
         necessary to protect the confidentiality of such information (if
         practicable) to the extent such action is otherwise not inconsistent
         with, an impairment of or in derogation of the rights and interests of
         the Holder or any Inspector.

                  (o) Provide an indenture trustee for the Registrable Notes or
         the Exchange Notes, as the case may be, and cause the Indenture or the
         trust indenture provided for in Section 2(a) hereof to be qualified
         under the TIA not later than the effective date of the Exchange Offer
         or the first Registration Statement relating to the Registrable Notes;
         and in connection therewith, cooperate with the trustee under any such
         indenture and the Holders of the Registrable Notes or Exchange Notes,
         as applicable, to effect such changes to such indenture as may be
         required for such indenture to be so qualified in accordance with the
         terms of the TIA; and execute, and use their reasonable best efforts to
         cause such trustee to execute, all documents as may be required to
         effect such changes, and all other forms and documents required to be
         filed with the Commission to enable such indenture to be so qualified
         in a timely manner.

                  (p) Comply with all applicable rules and regulations of the
         Commission and make generally available to the Company's
         securityholders earnings statements satisfying the provisions of
         Section 11(a) of the Securities Act and Rule 158 thereunder (or any
         similar rule promulgated under the Securities Act) no later than 45
         days after the end of any 12-month period (or 90 days after the end of
         any 12-month period if such period is a fiscal year) (i) commencing at
         the end of any fiscal quarter in which Registrable Notes or Exchange
         Notes are sold to underwriters in a firm commitment or best efforts
         underwritten offering and (ii) if not sold to underwriters in such an
         offering, commencing on the first day of the first fiscal quarter of
         the Company after the effective date of a Registration Statement, which
         statements shall cover said 12-month periods.

                  (q) Upon the request of a Holder, upon consummation of the
         Exchange Offer or a Private Exchange, use their reasonable best efforts
         to obtain an opinion of counsel to the Company, in a form customary for
         underwritten transactions, addressed to the Trustee for the benefit of
         all Holders of Registrable Notes participating in the Exchange Offer or
         the Private Exchange, as the case may be, that the Exchange Notes or
         Private Exchange Notes, as the case may be, and the related indenture
         constitute legal, valid and binding obligations of the Company,
         enforceable against the Company in accordance with its respective
         terms, subject to customary exceptions and qualifications.


<PAGE>
                                      -18-


                  (r) If the Exchange Offer or a Private Exchange is to be
         consummated, upon delivery of the Registrable Notes by Holders to the
         Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Notes or the Private Exchange Notes, as the
         case may be, mark, or cause to be marked, on such Registrable Notes
         that such Registrable Notes are being cancelled in exchange for the
         Exchange Notes or the Private Exchange Notes, as the case may be; in no
         event shall such Registrable Notes be marked as paid or otherwise
         satisfied.

                  (s) Cooperate with each seller of Registrable Notes covered by
         any Registration Statement and each underwriter, if any, participating
         in the disposition of such Registrable Notes and their respective
         counsel in connection with any filings required to be made with the
         National Association of Securities Dealers, Inc. (the "NASD").

                  (t) Use their reasonable best efforts to take all other steps
         necessary or advisable to effect the registration of the Exchange Notes
         and/or Registrable Notes covered by a Registration Statement
         contemplated hereby.

                  The Company may require each seller of Registrable Notes or
Exchange Notes as to which any registration is being effected to furnish to the
Company such information regarding such seller and the distribution of such
Registrable Notes or Exchange Notes as the Company may, from time to time,
reasonably request. The Company may exclude from such registration the
Registrable Notes or Exchange Notes of any seller so long as such seller fails
to furnish such information within a reasonable time after receiving such
request. Each seller as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make any information previously furnished to the
Company by such seller not materially misleading.

                  If any such Registration Statement refers to any Holder by
name or otherwise as the holder of any securities of the Company, then such
Holder shall have the right to require (i) the insertion therein of language, in
form and substance reasonably satisfactory to such Holder, to the effect that
the holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the Company or (ii) in
the event that such reference to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force, the
deletion of the reference to such Holder in any amendment or supplement to the
Registration Statement filed or prepared subsequent to the time that such
reference ceases to be required.

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes
that, upon actual receipt of any notice from the Company (x) of the happening of
any event of the kind described in


<PAGE>
                                      -19-


Section 5(c)(ii), 5(c)(iii), 5(c)(iv) or 5(c)(v) hereof or (y) that the Board of
Directors of the Company (the "Board of Directors") has resolved that the
Company has a bona fide business purpose for doing so, then the Company may
delay the filing or the effectiveness of the Exchange Offer Registration
Statement or the Shelf Registration Statement (if not then filed or effective,
as applicable) and shall not be required to maintain the effectiveness thereof
or amend or supplement the Exchange Offer Registration Statement or the Shelf
Registration Statement, in all cases, for a period (a "Delay Period") expiring
upon the earlier to occur of (i) in the case of the immediately preceding clause
(x), such Holder's or Participating Broker-Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof or until
it is advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto or (ii) in the case of the immediately preceding clause
(y), the date which is the earlier of (A) the date on which such business
purpose ceases to interfere with the Company's obligations to file or maintain
the effectiveness of any such Registration Statement pursuant to this Agreement
or (B) 60 days after the Company notifies the Holders of such good faith
determination. There shall not be more than 60 days of Delay Periods during any
12-month period. Each of the Effectiveness Period and the Applicable Period, if
applicable, shall be extended by the number of days during any Delay Period. Any
Delay Period will not alter the obligations of the Company to pay Liquidated
Damages under the circumstances set forth in Section 4 hereof.

                  In the event of any Delay Period pursuant to clause (y) of the
preceding paragraph, notice shall be given as soon as practicable after the
Board of Directors makes such a determination of the need for a Delay Period and
shall state, to the extent practicable, an estimate of the duration of such
Delay Period and shall advise the recipient thereof of the agreement of such
Holder provided in the next succeeding sentence. Each Holder, by his acceptance
of any Registrable Note, agrees that during any Delay Period, each Holder will
discontinue disposition of such Notes or Exchange Notes covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder
or Participating Broker-Dealer, as the case may be.

         Section 6. Registration Expenses

                  All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuers shall be borne by the Issuers,
whether or not the Exchange Offer Registration Statement or the Shelf
Registration Statement is filed or becomes effective or the Exchange Offer is
consummated, including, without limitation, (i) all registration and filing fees
(including, without limitation, (A) fees with respect to filings required to be
made with the NASD in connection with an underwritten offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of counsel in connection
with Blue Sky qualifications of the Registrable Notes


<PAGE>
                                      -20-


or Exchange Notes and determination of the eligibility of the Registrable Notes
or Exchange Notes for investment under the laws of such jurisdictions (x) where
the holders of Registrable Notes are located, in the case of an Exchange Offer,
or (y) as provided in Section 5(h) hereof, in the case of a Shelf Registration
Statement or in the case of Exchange Notes to be sold by a Participating
Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Notes or
Exchange Notes in a form eligible for deposit with The Depository Trust Company
and of printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, or by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any Registration
Statement or in respect of Exchange Notes to be sold by any Participating
Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company and reasonable fees and disbursements of one special counsel for all of
the sellers of Registrable Notes (exclusive of any counsel retained pursuant to
Section 7 hereof), (v) fees and disbursements of all independent certified
public accountants referred to in Section 5(m)(iii) hereof (including, without
limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Company desires such insurance, (vii) fees and expenses of all
other Persons retained by any of the Issuers, (viii) internal expenses of the
Issuers (including, without limitation, all salaries and expenses of officers
and employees of the Company performing legal or accounting duties), (ix) the
expense of any audit, (x) the fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange, and the
obtaining of a rating of the securities, in each case, if applicable, and (xi)
the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement. Notwithstanding the
foregoing or anything to the contrary, each Holder shall pay all underwriting
discounts and commissions of any underwriters with respect to any Registrable
Notes sold by or on behalf of it.

         Section 7. Indemnification

                  (a) Each Issuer, jointly and severally, agrees to indemnify
and hold harmless each Holder of Registrable Notes and each Participating
Broker-Dealer selling Exchange Notes during the Applicable Period, each Person,
if any, who controls any such Person within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, the agents, employees,
officers and directors of each Holder and each such Participating Broker-Dealer
and the agents, employees, officers and directors of any such controlling Person
(each, a "Participant") from and against any and all losses, liabilities,
claims, damages and expenses whatsoever (including, but not limited to,
reasonable attorneys' fees and any and all reasonable expenses whatsoever
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever, and any and all reasonable
amounts


<PAGE>
                                      -21-


paid in settlement of any claim or litigation) (collectively, "Losses") to which
they or any of them may become subject under the Securities Act, the Exchange
Act or otherwise insofar as such Losses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment thereto)
or Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) or any preliminary prospectus, or caused
by, arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the case of the Prospectus, in the light of the
circumstances under which they were made, not misleading, provided that (i) the
foregoing indemnity shall not be available to any Participant insofar as such
Losses are caused by any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with information
relating to such Participant furnished to the Company in writing by or on behalf
of such Participant expressly for use therein, and (ii) that the foregoing
indemnity with respect to any preliminary prospectus shall not inure to the
benefit of any Participant from whom the Person asserting such Losses purchased
Registrable Notes if (x) it is established in the related proceeding that such
Participant failed to send or give a copy of the Prospectus (as amended or
supplemented if such amendment or supplement was furnished to such Participant
prior to the written confirmation of such sale) to such Person with or prior to
the written confirmation of such sale, if required by applicable law, and (y)
the untrue statement or omission or alleged untrue statement or omission was
completely corrected in the Prospectus (as amended or supplemented if amended or
supplemented as aforesaid) and such Prospectus does not contain any other untrue
statement or omission or alleged untrue statement or omission that was the
subject matter of the related proceeding. This indemnity agreement will be in
addition to any liability that the Issuers may otherwise have, including, but
not limited to, liability under this Agreement.

                  (b) Each Participant agrees, severally and not jointly, to
indemnify and hold harmless each Issuer, each Person, if any, who controls any
Issuer within the meaning of Section 15 of the Securities Act or Section 20(a)
of the Exchange Act, and each of their respective agents, employees, officers
and directors and the agents, employees, officers and directors of any such
controlling Person from and against any Losses to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise insofar
as such Losses (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment thereto) or Prospectus (as amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or caused by, arising out of
or based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the case of the Prospectus, in the light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to the extent,
that any such Loss arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in


<PAGE>
                                      -22-


reliance upon and in conformity with information relating to such Participant
furnished in writing to the Company by or on behalf of such Participant
expressly for use therein.

                  (c) Promptly after receipt by an indemnified party under
subsection 7(a) or 7(b) above of notice of the commencement of any action, suit
or proceeding (collectively, an "action"), such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 7 except to the extent that it has been
prejudiced in any material respect by such failure). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense of such action with counsel
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such action, but the reasonable fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless (i) the
employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties
(or such indemnifying parties have assumed the defense of such action), and such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them that are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such reasonable fees and expenses of counsel shall be borne by the indemnifying
parties. In no event shall the indemnifying party be liable for the fees and
expenses of more than one counsel (together with appropriate local counsel) at
any time for all indemnified parties in connection with any one action or
separate but substantially similar or related actions arising in the same
jurisdiction out of the same general allegations or circumstances. An
indemnifying party shall not be liable for any settlement of any claim or action
effected without its written consent, which consent may not be unreasonably
withheld. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel as contemplated by paragraph (a) or (b)
of this Section 7, then the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 45 business days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
not have reimbursed the indemnified party in


<PAGE>
                                      -23-


accordance with such request prior to the date of such settlement and (iii) such
indemnified party shall have given the indemnifying party at least 45 days prior
notice of its intention to settle. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

                  (d) In order to provide for contribution in circumstances in
which the indemnification provided for in this Section 7 is for any reason held
to be unavailable from the indemnifying party, or is insufficient to hold
harmless a party indemnified under this Section 7, each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such aggregate Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by each indemnifying party, on the one hand, and each
indemnified party, on the other hand, from the sale of the Notes to the Initial
Purchasers or the resale of the Registrable Notes by such Holder, as applicable,
or (ii) if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to above but also the relative fault of each indemnified party, on the one hand,
and each indemnifying party, on the other hand, in connection with the
statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations. The relative benefits received by the
Issuers, on the one hand, and each Participant, on the other hand, shall be
deemed to be in the same proportion as (x) the total proceeds from the sale of
the Notes to the Initial Purchasers (net of discounts and commissions but before
deducting expenses) received by the Issuers are to (y) the total net profit
received by such Participant in connection with the sale of the Registrable
Notes. The relative fault of the parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Issuers or such Participant and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission or alleged statement or omission.

                  (e) The parties agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to above. Notwithstanding the provisions
of this Section 7, (i) in no case shall any Participant be required to
contribute any amount in excess of the amount by which the net profit received
by such Participant in connection with the sale of the Registrable Notes exceeds
the amount of any damages that such Participant has otherwise been required to
pay by reason of any untrue or alleged untrue statement or omission or alleged
omission and (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. Any party


<PAGE>
                                      -24-


entitled to contribution will, promptly after receipt of notice of commencement
of any action against such party in respect of which a claim for contribution
may be made against another party or parties under this Section 7, notify such
party or parties from whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have under this
Section 7 or otherwise, except to the extent that it has been prejudiced in any
material respect by such failure; provided, however, that no additional notice
shall be required with respect to any action for which notice has been given
under this Section 7 for purposes of indemnification. Anything in this section
to the contrary notwithstanding, no party shall be liable for contribution with
respect to any action or claim settled without its written consent, provided,
that such written consent was not unreasonably withheld.

         Section 8. Rules 144 and 144A

                  The Company covenants that it will file the reports required
to be filed by it under the Securities Act and the Exchange Act and the rules
and regulations adopted by the Commission thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
if at any time the Company is not required to file such reports, it will, upon
the request of any Holder or beneficial owner of Registrable Notes, make
available such information necessary to permit sales pursuant to Rule 144A under
the Securities Act. The Issuers further covenant that they will take such
further action as any Holder of Registrable Notes may reasonably request from
time to time to enable such Holder to sell Registrable Notes without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such
Rules may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the Commission.

         Section 9. Underwritten Registrations

                  If any of the Registrable Notes covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will manage
the offering will be selected by the Holders of a majority in aggregate
principal amount of such Registrable Notes included in such offering and shall
be reasonably acceptable to the Company.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder if such Holder does not (a) agree to sell
such Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) complete and execute all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


<PAGE>
                                      -25-


         Section 10. Miscellaneous

                  (a) No Inconsistent Agreements. The Issuers have not, as of
the date hereof, and shall not, after the date of this Agreement, enter into any
agreement with respect to any of their securities that is inconsistent with the
rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not conflict with and are not inconsistent with, in any
material respect, the rights granted to the holders of any of the Issuers' other
issued and outstanding securities under any such agreements. The Issuers have
not entered and will not enter into any agreement with respect to any of their
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement.

                  (b) Adjustments Affecting Registrable Notes. The Company shall
not, directly or indirectly, take any action with respect to the Registrable
Notes as a class that would adversely affect the ability of the Holders of
Registrable Notes to include such Registrable Notes in a registration undertaken
pursuant to this Agreement.

                  (c) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given except pursuant to a
written agreement duly signed and delivered by (I) the Company (on behalf of all
Issuers) and (II)(A) the Holders of not less than a majority in aggregate
principal amount of the then outstanding Registrable Notes and (B) in
circumstances that would adversely affect the Participating Broker-Dealers, the
Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating Broker-Dealers;
provided, however, that Section 7 and this Section 10(c) may not be amended,
modified or supplemented except pursuant to a written agreement duly signed and
delivered by each Holder and each Participating Broker-Dealer (including any
Person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification, supplement or waiver.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Notes may be
given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold pursuant to such Registration Statement.

                  (d) Notices. All notices and other communications (including,
without limitation, any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:


<PAGE>
                                      -26-


         (i) if to a Holder of the Registrable Notes or any Participating
         Broker-Dealer, at the most current address of such Holder or
         Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture.

         (ii) if to the Issuers, at the address as follows:

                                    Petroleum Helicopters, Inc.
                                    Post Office Box 90808
                                    Municipal Airport
                                    Lafayette, LA 70509-0808
                                    Telephone: (337) 235-2452
                                    Fax: (337) 206-9576)
                                    Attention: Chief Executive Officer

         (iii) if to the Initial Purchasers, at the address as follows:

                                    UBS Warburg LLC
                                    299 Park Avenue
                                    New York, New York 10171
                                    Telephone: (212) 821-3000
                                    Fax: (212) 821-6890
                                    Attention: Syndicate Department

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by the recipient's facsimile machine, if faxed; and on the next
Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address and in the manner specified in such Indenture.

                  (e) Guarantors. So long as any Registrable Notes remain
outstanding, the Issuers shall cause each Person that becomes a guarantor of the
Notes under the Indenture to execute and deliver a counterpart to this Agreement
which subjects such Person to the provisions of this Agreement as a Guarantor.
Each of the Guarantors agrees to join the Company in all of its undertakings
hereunder to effect the Exchange Offer for the Exchange Notes and the filing of
any Shelf Registration Statement required hereunder.

                  (f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, the Holders and the


<PAGE>
                                      -27-


Participating Broker-Dealers; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and to the extent such successor or assign holds Registrable Notes.

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

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

                  (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.

                  (j) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (k) Securities Held by the Company or Its Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by the Company or any of its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

                  (l) Third-Party Beneficiaries. Holders and beneficial owners
of Registrable Notes and Participating Broker-Dealers are intended third-party
beneficiaries of this Agreement, and this Agreement may be enforced by such
Persons. No other Person is intended to be, or shall be construed as, a
third-party beneficiary of this Agreement.

                  (m) Attorneys' Fees. As between the parties to this Agreement,
in any action or proceeding brought to enforce any provision of this Agreement,
or where any provision


<PAGE>
                                      -28-


hereof is validly asserted as a defense, the successful party shall be entitled
to recover reasonable attorneys' fees actually incurred in addition to its costs
and expenses and any other available remedy.

                  (n) Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Company on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.




<PAGE>
                                      S-1


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.


                                              PETROLEUM HELICOPTERS, INC.


                                              By:   /s/ LANCE F. BOSPFLUG
                                                 -------------------------------
                                                 Name:  Lance F. Bospflug
                                                 Title: President

                                              By:   /s/ MICHAEL J. McCANN
                                                 -------------------------------
                                                 Name:  Michael J. McCann
                                                 Title: Chief Financial Officer


                                       INTERNATIONAL HELICOPTER TRANSPORT, INC.
                                       EVANGELINE AIRMOTIVE, INC.
                                       ACADIAN COMPOSITES, L.L.C.
                                       AIR EVAC SERVICES, INC.
                                       PHI AEROMEDICAL SERVICES, INC.
                                       PETROLEUM HELICOPTERS INTERNATIONAL, INC.
                                       HELICOPTER MANAGEMENT, L.L.C.
                                       HELICOPTER LEASING, L.L.C.

                                              By:   /s/ MICHAEL J. McCANN
                                                 -------------------------------
                                                 Name:  Michael J. McCann
                                                 Title: Vice President


                                              UBS WARBURG LLC

                                              By:   /s/ JAMES GEORGIOW
                                                 -------------------------------
                                                 Name:  James Georgiow
                                                 Title: Executive Director

                                              By:   /s/ KURT PROHL
                                                 -------------------------------
                                                 Name:  Kurt Prohl
                                                 Title: Director


                                              DEUTSCHE BANK SECURITIES INC.


                                              By:   /s/ MARK FEDORCIK
                                                 -------------------------------
                                                 Name:  Mark Fedorcik
                                                 Title: Director


                         Registration Rights Agreement