<Page>

                                                                     Exhibit 4.5

                          CHC HELICOPTER CORPORATION,

                                    Company,

                              4083423 Canada Inc.
         Aviation Personnel Recruitment and Management (APRAM) Limited
                         Bond Helicopter Services Ltd.
                          Brintel Helicopters Limited
                            Brintel Holdings Limited
                      Canadian Helicopters (U.K.) Limited
                          Capital Aviation Services BV
                         CHC Capital (Barbados) Limited
                              CHC Ireland Limited
                       CHC Helicopters (Barbados) Limited
                        CHC Helicopter Holdings Limited
                  CHC Helicopters (Africa) (Proprietary) Ltd.
                       CHC Helicopters International Inc.
                        CHC Helicopters (Mauritius) Ltd.
                         CHC Leasing (Barbados) Limited
                               CHC Netherlands BV
                                 CHC Sweden AB
                               CHC Scotia Limited
                          Court Air (Proprietary) Ltd.
                     Court Flight Safety (Proprietary) Ltd.
                  Court Helicopter Services (Proprietary) Ltd.
                            Flight Handling Limited
                     Handelsmaatschappij Schreiner & Co. BV
                    Lloyd Bass Strait Helicopters Pty. Ltd.
                   Lloyd Helicopters International Pty. Ltd.
                 in its individual capacity and as trustee for
                        The Australian Helicopters Trust
                       Lloyd Helicopter Services Limited
                      Lloyd Helicopter Services Pty. Ltd.
                          Lloyd Helicopters Pty. Ltd.
                      Lloyd Offshore Helicopters Pty. Ltd.
                  Luchtvaartmaatschappij Schreiner Airways BV
                            Management Aviation Ltd.
                           North Denes Aerodrome Ltd.
                       Schreiner Aircraft Maintenance BV
                             Schreiner Canada Ltd.
                         Schreiner Luchtvaart Group BV
                       Schreiner Northsea Helicopters BV
                       Schreiner Northsea Helicopters CV
                          Schreiner Onroerend Goed BV
                               Schreiner Tchad SA
                           Viking Helicopters Limited
                         Whirly Bird Services Limited,

<Page>

                             Subsidiary Guarantors,

                                       and

                              THE BANK OF NEW YORK,

                                     Trustee
                                 --------------

                                    Indenture

                            Dated as of April 27 2004
                                 --------------

                   7 3/8% Senior Subordinated Notes due 2014

<Page>

                           CHC HELICOPTER CORPORATION

               Reconciliation and tie between Trust Indenture Act
                      of 1939 and Indenture April 27, 2004

<Table>
<Caption>
  Trust Indenture                                           Indenture
  Act Section                                               Section
  -----------                                               -------
<S>                                                         <C>
ss. 310    (a)(1)......................................     608
           (a)(2)......................................     608
           (b).........................................     608
ss. 312    (c).........................................     701
ss. 313    (a).........................................     703
ss. 314    (a)(4)......................................     1007
           (c)(1)......................................     102
           (c)(2)......................................     102
           (e).........................................     102
ss. 315    (b).........................................     601
ss. 316    (a)(last sentence)..........................     101 ("Outstanding")
           (a)(1)(A)...................................     502, 512
           (a)(1)(B)...................................     513
           (b).........................................     508
           (c).........................................     104(d)
ss. 317    (a)(1)......................................     503
           (a)(2)......................................     504
           (b).........................................     1003
ss. 318    (a).........................................     111
</Table>


-----------------
Note:  This reconciliation and tie shall not, for any purpose, be deemed to be
       a part of this Indenture.

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                            Page
<S>                                                                              <C>
PARTIES .........................................................................1
RECITALS OF THE COMPANY .........................................................1

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.       Definitions ..................................................2
                   Acquired Indebtedness ........................................3
                   Act ..........................................................3
                   Additional Amounts ...........................................3
                   Additional Notes .............................................3
                   Adjusted Net Assets ..........................................3
                   Administrative Agent .........................................3
                   Affiliate ....................................................3
                   Agent Members ................................................4
                   Applicable Premium ...........................................4
                   Asset Sale ...................................................4
                   Asset Swap ...................................................4
                   Attributable Indebtedness ....................................4
                   Average Life .................................................5
                   Bankruptcy Law ...............................................5
                   Board of Directors ...........................................5
                   Board Resolution .............................................5
                   Capital Stock ................................................5
                   Capitalized Lease Obligation .................................5
                   Cash Equivalents .............................................5
                   Change of Control ............................................6
                   Change of Control Offer ......................................7
                   Change of Control Purchase Date ..............................7
                   Change of Control Purchase Price .............................7
                   Commission ...................................................7
                   Commodity Agreement ..........................................7
                   Company Request or Company Order .............................7
                   Consolidated Adjusted Net Income .............................8
                   Consolidated Fixed Charge Coverage Ratio .....................8
                   Consolidated Interest Expense ................................9
                   Consolidated Non-cash Charges ................................10
                   Consolidated Tax Expense .....................................10
                   covenant defeasance ..........................................10
                   Currency Agreements ..........................................10
                   Default ......................................................10
</Table>

                                       -i-
<Page>

<Table>
                   <S>                                                           <C>
                   Defaulted Interest ...........................................10
                   defeasance ...................................................10
                   Depositary ...................................................10
                   Designated Senior Indebtedness ...............................10
                   Disinterested Director .......................................10
                   DTC ..........................................................11
                   Equity Offering ..............................................11
                   EU Investorco ................................................11
                   EU Licensed Operators ........................................11
                   EU National or EU Nationals ..................................11
                   Excess Proceeds ..............................................11
                   Excess Proceeds Offer ........................................11
                   Exchange Act .................................................11
                   Exchange Offer ...............................................11
                   Excluded Holder ..............................................11
                   Fair Market Value ............................................11
                   Funding Guarantor ............................................11
                   Generally Accepted Accounting Principles or GAAP .............12
                   Global Notes .................................................12
                   guarantee ....................................................12
                   Guarantee ....................................................12
                   Guarantor Senior Indebtedness ................................12
                   Holder .......................................................13
                   Immediate Family .............................................13
                   incur ........................................................13
                   Indebtedness .................................................13
                   Interest Act (Canada) ........................................14
                   Interest Rate Agreements .....................................14
                   Investment ...................................................14
                   Issue Date ...................................................14
                   Lien .........................................................15
                   Material Permit ..............................................15
                   Maturity .....................................................15
                   Moody's ......................................................15
                   Net Cash Proceeds ............................................15
                   New Aircraft Sale and Leaseback Transaction ..................16
                   Non-Guarantor Restricted Subsidiary ..........................16
                   Non-Payment Default ..........................................16
                   Non-Recourse Debt ............................................16
                   Note Register ................................................16
                   Note Registrar ...............................................16
                   Officer ......................................................17
                   Officer's Certificate ........................................17
                   Offshore Global Note .........................................17
                   Offshore Note Exchange Date ..................................17
                   Offshore Physical Notes ......................................17
</Table>

                                      -ii-
<Page>

<Table>
                   <S>                                                           <C>
                   Opinion of Counsel ...........................................17
                   Ordinary Shares ..............................................17
                   Original Currency                                             17
                   Other Currency ...............................................17
                   Outstanding, .................................................17
                   Pari Passu Indebtedness ......................................18
                   Payment Blockage Period ......................................18
                   Payment Default ..............................................18
                   Permanent Offshore Global Note ...............................18
                   Permitted Business ...........................................18
                   Permitted Employee Stock Purchase Loans ......................18
                   Permitted Holders ............................................19
                   Permitted Indebtedness .......................................19
                   Permitted Investments ........................................19
                   Permitted Joint Venture ......................................20
                   Permitted Junior Securities ..................................20
                   Person .......................................................20
                   Physical Notes ...............................................20
                   Place of Payment .............................................20
                   Predecessor Note .............................................21
                   Preferred Stock ..............................................21
                   Private Placement Legend .....................................21
                   Purchase Money Obligation ....................................21
                   Qualified Capital Stock ......................................21
                   Redeemable Capital Stock .....................................21
                   refinancings .................................................22
                   Registration Rights Agreement ................................22
                   Regular Record Date ..........................................22
                   Restricted Payments ..........................................22
                   Restricted Subsidiary ........................................22
                   S&P ..........................................................22
                   Securities Act ...............................................22
                   Senior Credit Facility .......................................22
                   Senior Indebtedness ..........................................22
                   Significant Subsidiary .......................................23
                   Special Record Date ..........................................23
                   Stated Maturity ..............................................23
                   Subordinated Indebtedness ....................................23
                   Subsidiary ...................................................23
                   Subsidiary Guarantor .........................................24
                   Surviving Entity .............................................24
                   Surviving Guarantor Entity ...................................24
                   Taxes ........................................................24
                   Taxing Authority .............................................24
                   Taxing Jurisdiction ..........................................24
                   Temporary Offshore Global Note ...............................24
</Table>

                                      -iii-
<Page>

<Table>
<S>                                                                              <C>
                   TIA ..........................................................24
                   Treasury Rate ................................................24
                   Unrestricted Subsidiary ......................................24
                   U.S. Dollar Equivalent .......................................24
                   U.S. Global Note .............................................24
                   U.S. Government Obligations ..................................25
                   U.S. Physical Notes ..........................................25
                   Voting Stock .................................................25
                   Wholly Owned Restricted Subsidiary ...........................25
SECTION 102.       Compliance Certificates and Opinions .........................25
SECTION 103.       Form of Documents Delivered to Trustee .......................26
SECTION 104.       Acts of Holders ..............................................26
SECTION 105.       Notices, Etc., to Trustee, Company and Any
                      Subsidiary Guarantor ......................................28
SECTION 106.       Notice to Holders; Waiver ....................................28
SECTION 107.       Effect of Headings and Table of Contents .....................29
SECTION 108.       Successors and Assigns .......................................29
SECTION 109.       Separability Clause ..........................................29
SECTION 110.       Benefits of Indenture ........................................29
SECTION 111.       Governing Law ................................................29
SECTION 112.       Legal Holidays ...............................................29
SECTION 113.       Trust Indenture Act Controls .................................30
SECTION 114.       Counterparts .................................................30
SECTION 115.       Appointment of Agent for Service .............................30
SECTION 116.       No Personal Liability of Directors, Officers,
                      Employees and Stockholders ................................30
SECTION 117.       No Adverse Interpretation of Other Agreements ................31

                                   ARTICLE TWO

                                   NOTE FORMS

SECTION 201.       Forms Generally ..............................................31
SECTION 202.       Form of Trustee's Certificate of Authentication ..............32
SECTION 203.       Restrictive Legends ..........................................32
SECTION 204.       Form of Certificate to Be Delivered After the Offshore
                      Note Exchange Date ........................................34

                                  ARTICLE THREE

                                    THE NOTES

SECTION 301.       Amount .......................................................35
SECTION 302.       Denominations ................................................36
SECTION 303.       Execution, Authentication, Delivery and Dating ...............36
SECTION 304.       Temporary Notes ..............................................37
</Table>

                                      -iv-
<Page>

<Table>
<S>                                                                              <C>
SECTION 305.       Registration, Registration of Transfer and Exchange ..........38
SECTION 306.       Mutilated, Destroyed, Lost and Stolen Notes ..................39
SECTION 307.       Payment of Interest; Interest Rights Preserved ...............40
SECTION 308.       Persons Deemed Owners ........................................41
SECTION 309.       Cancellation .................................................41
SECTION 310.       Computation of Interest ......................................41
SECTION 311.       Book-Entry Provisions for Global Notes .......................42
SECTION 312.       Transfer Provisions ..........................................43
SECTION 313.       Form of Accredited Investor Certificate ......................51
SECTION 314.       Form of Regulation S Certificate .............................53
SECTION 315.       Form of Rule 144A Certificate ................................54
SECTION 316.       CUSIP or ISIN Numbers ........................................55
SECTION 317.       Issuance of Additional Notes .................................56

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.       Satisfaction and Discharge of Indenture ......................56
SECTION 402.       Application of Trust Money ...................................57

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.       Events of Default ............................................58
SECTION 502.       Acceleration of Maturity; Rescission and Annulment ...........59
SECTION 503.       Collection of Indebtedness and Suits for
                      Enforcement by Trustee ....................................60
SECTION 504.       Trustee May File Proofs of Claim .............................62
SECTION 505.       Trustee May Enforce Claims Without
                      Possession of Notes .......................................62
SECTION 506.       Application of Money Collected ...............................63
SECTION 507.       Limitation on Suits ..........................................63
SECTION 508.       Unconditional Right of Holders to Receive Principal,
                      Premium and Interest ......................................64
SECTION 509.       Restoration of Rights and Remedies ...........................64
SECTION 510.       Rights and Remedies Cumulative ...............................64
SECTION 511.       Delay or Omission Not Waiver .................................65
SECTION 512.       Control by Holders ...........................................65
SECTION 513.       Waiver of Past Defaults ......................................65

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.       Certain Duties and Responsibilities ..........................66
</Table>

                                       -v-
<Page>

<Table>
<S>                                                                              <C>
SECTION 602.       Notice of Defaults ...........................................67
SECTION 603.       Certain Rights of Trustee ....................................67
SECTION 604.       Trustee Not Responsible for Recitals or
                      Issuance of Notes .........................................69
SECTION 605.       May Hold Notes ...............................................69
SECTION 606.       Money Held in Trust ..........................................69
SECTION 607.       Compensation and Reimbursement ...............................70
SECTION 608.       Corporate Trustee Required; Eligibility ......................71
SECTION 609.       Resignation and Removal; Appointment of Successor ............71
SECTION 610.       Acceptance of Appointment by Successor .......................73
SECTION 611.       Merger, Conversion, Consolidation or
                      Succession to Business ....................................73
SECTION 612.       Appointment of Authenticating Agent ..........................73
SECTION 613.       Appointment of Co-Trustee ....................................75

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.       Company to Furnish Trustee Names and Addresses ...............77
SECTION 702.       Disclosure of Names and Addresses of Holders .................77
SECTION 703.       Reports by Trustee ...........................................77

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.       Company May Consolidate, Etc., Only
                      on Certain Terms ..........................................77
SECTION 802.       Subsidiary Guarantors May Consolidate, Etc.,
                      Only on Certain Terms .....................................79
SECTION 803.       Successor Substituted ........................................80

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.       Supplemental Indentures Without Consent of Holders ...........80
SECTION 902.       Supplemental Indentures with Consent of Holders ..............81
SECTION 903.       Execution of Supplemental Indentures .........................82
SECTION 904.       Effect of Supplemental Indentures ............................82
SECTION 905.       Conformity with Trust Indenture Act ..........................82
SECTION 906.       Reference in Notes to Supplemental Indentures ................83
SECTION 907.       Notice of Supplemental Indentures ............................83
SECTION 908.       Effect on Senior Indebtedness ................................83
</Table>

                                      -vi-
<Page>

<Table>
<S>                                                                              <C>
                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.      Payment of Principal, Premium, If Any, and Interest ..........83
SECTION 1002.      Maintenance of Office or Agency ..............................83
SECTION 1003.      Money for Notes Payments to Be Held in Trust .................84
SECTION 1004.      Corporate Existence ..........................................85
SECTION 1005.      Payment of Taxes and Other Claims ............................85
SECTION 1006.      Maintenance of Properties ....................................86
SECTION 1007.      Statement by Officers as to Default ..........................86
SECTION 1008.      Limitation on Indebtedness ...................................87
SECTION 1009.      Limitation on Restricted Payments ............................91
SECTION 1010.      Limitation on Issuance and Sale of
                      Capital Stock by Restricted Subsidiaries ..................95
SECTION 1011.      Limitation on Transactions with Affiliates ...................95
SECTION 1012.      Limitation on Liens ..........................................97
SECTION 1013.      Purchase of Notes upon a Change in Control ...................98
SECTION 1014.      Limitation on Sale of Certain Assets .........................99
SECTION 1015.      Reserved .....................................................102
SECTION 1016.      Limitations on Guarantees of Indebtedness by Restricted
                      Subsidiaries ..............................................102
SECTION 1017.      Limitation on Dividends and Other Payment Restrictions
                      Affecting Restricted Subsidiaries .........................103
SECTION 1018.      Limitation on Sale and Leaseback Transactions ................104
SECTION 1019.      Limitation on Senior Subordinated Indebtedness ...............105
SECTION 1020.      Limitation on Unrestricted Subsidiaries ......................105
SECTION 1021.      Limitation on Business .......................................106
SECTION 1022.      Reports ......................................................106
SECTION 1023.      Payment of Additional Amounts ................................107
SECTION 1024.      Waiver of Certain Covenants ..................................108

                                 ARTICLE ELEVEN

                               REDEMPTION OF NOTES

SECTION 1101.      Redemption ...................................................109
SECTION 1102.      Applicability of Article .....................................109
SECTION 1103.      Election to Redeem; Notice to Trustee ........................109
SECTION 1104.      Selection by Trustee of Notes to Be Redeemed .................109
SECTION 1105.      Notice of Redemption .........................................110
SECTION 1106.      Deposit of Redemption Price ..................................111
SECTION 1107.      Notes Payable on Redemption Date .............................111
SECTION 1108.      Notes Redeemed in Part .......................................111
</Table>

                                      -vii-
<Page>

<Table>
<S>                                                                              <C>
                                 ARTICLE TWELVE

                             SUBORDINATION OF NOTES

SECTION 1201.      Notes Subordinate to Senior Indebtedness .....................112
SECTION 1202.      Payment over of Proceeds upon Dissolution, Etc ...............112
SECTION 1203.      Suspension of Payment When Designated Senior
                   Indebtedness in Default ......................................113
SECTION 1204.      Payment Permitted If No Default ..............................114
SECTION 1205.      Subrogation to Rights of Holders of Senior Indebtedness ......115
SECTION 1206.      Provisions Solely to Define Relative Rights ..................115
SECTION 1207.      Trustee to Effectuate Subordination ..........................115
SECTION 1208.      No Waiver of Subordination Provisions ........................115
SECTION 1209.      Distribution or Notice to Representative .....................116
SECTION 1210.      Notice to Trustee ............................................116
SECTION 1211.      Reliance on Judicial Order or Certificate of
                      Liquidating Agent .........................................117
SECTION 1212.      Rights of Trustee As a Holder of Senior Indebtedness;
                      Preservation of Trustee's Rights ..........................117
SECTION 1213.      Article Applicable to Paying Agents ..........................117
SECTION 1214.      No Suspension of Remedies ....................................117
SECTION 1215.      Trust Moneys Not Subordinated ................................118
SECTION 1216.      Trustee Not Fiduciary for Holders of Senior
                      Indebtedness ..............................................118
SECTION 1217.      Rights of Trustee as Holder of Senior Indebtedness;
                      Preservation of Trustee's Rights ..........................118

                                ARTICLE THIRTEEN

                                   GUARANTEES

SECTION 1301.      Guarantees ...................................................118
SECTION 1302.      Severability .................................................120
SECTION 1303.      Restricted Subsidiaries ......................................120
SECTION 1304.      Subordination of Guarantees ..................................121
SECTION 1305.      Limitation of Liability ......................................121
SECTION 1306.      Contribution .................................................121
SECTION 1307.      Subrogation ..................................................122
SECTION 1308.      Reinstatement ................................................122
SECTION 1309.      Release of a Subsidiary Guarantor ............................122
SECTION 1310.      Benefits Acknowledged ........................................123
</Table>

                                     -viii-
<Page>

<Table>
<S>                                                                              <C>
                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401.      Company's Option to Effect Defeasance
                      or Covenant Defeasance ....................................123
SECTION 1402.      Defeasance and Discharge .....................................123
SECTION 1403.      Covenant Defeasance ..........................................124
SECTION 1404.      Conditions to Defeasance or Covenant Defeasance ..............124
SECTION 1405.      Deposited Money and Government Securities to Be Held in
                      Trust; Other Miscellaneous ................................126
                   Provisions ...................................................126
SECTION 1406.      Reinstatement ................................................126

TESTIMONIUM .....................................................................139
SIGNATURES AND SEALS ............................................................139
</Table>

EXHIBIT A         -   Form of Note

                                      -ix-
<Page>

          INDENTURE, dated as of April 27, 2004, among CHC HELICOPTER
CORPORATION, a corporation duly organized and existing under the federal laws of
Canada (herein called the "Company"), having its principal office at Hangar No.
1, St. John's Airport, P.O. Box 5188, St. John's, Newfoundland A1C 5VS, Canada
and CHC HELICOPTER HOLDINGS LIMITED, a corporation incorporated under the
federal laws of Canada, CHC HELICOPTERS INTERNATIONAL INC., a corporation
incorporated under the federal laws of Canada, VIKING HELICOPTERS LIMITED, a
corporation incorporated under the federal laws of Canada, CANADIAN HELICOPTERS
(U.K.) LIMITED, a corporation incorporated under the federal laws of Scotland,
CHC SCOTIA LIMITED, a corporation incorporated under the federal laws of
England, BRINTEL HOLDINGS LIMITED, a corporation incorporated under the federal
laws of Scotland, BRINTEL HELICOPTERS LIMITED, a corporation incorporated under
the federal laws of Scotland, FLIGHT HANDLING LIMITED, a corporation
incorporated under the federal laws of Scotland, BOND HELICOPTER SERVICES
LIMITED, a corporation incorporated under the federal laws of Scotland, NORTH
DENES AERODROME LTD., a corporation incorporated under the federal laws of
England, COURT AIR (PROPRIETARY) LTD., a corporation incorporated under the
federal laws of South Africa, COURT HELICOPTER SERVICES (PROPRIETARY) LIMITED, a
corporation incorporated under the federal laws of South Africa, Court Flight
SAFETY (PROPRIETARY) LTD., a corporation incorporated under the federal laws of
South Africa, CHC HELICOPTERS (AFRICA) (PROPRIETARY) LTD., a corporation
incorporated under the federal laws of South Africa, LLOYD HELICOPTER SERVICES
LIMITED, a corporation incorporated under the federal laws of Australia,
MANAGEMENT AVIATION LIMITED, a corporation incorporated under the federal laws
of England, LLOYD HELICOPTER SERVICES PTY. LTD., a corporation incorporated
under the federal laws of Australia, LLOYD OFFSHORE HELICOPTERS PTY. LTD., a
corporation incorporated under the federal laws of Australia, LLOYD BASS STRAIT
HELICOPTERS PTY. LTD., a corporation incorporated under the federal laws of
Australia, LLOYD HELICOPTERS INTERNATIONAL PTY. LTD. in its own capacity and as
trustee of the The Australian Helicopters Trust, a trust existing under the laws
of Australia, a corporation incorporated under the federal laws of Australia,
CHC HELICOPTERS (BARBADOS) LIMITED, a corporation incorporated under the federal
laws of Barbados, CHC LEASING (BARBADOS) LIMITED, a corporation incorporated
under the federal laws of Barbados, CHC IRELAND LIMITED, a corporation
incorporated under the federal laws of Ireland, CHC SWEDEN AB, a corporation
incorporated under the federal laws of Sweden, CHC NETHERLANDS BV, a corporation
incorporated under the federal laws of The Netherlands, SCHREINER LUCHTVAART
GROEP BV, a corporation incorporated under the federal laws of The Netherlands,
CAPITAL AVIATION SERVICES BV, a corporation incorporated under the federal laws
of The Netherlands, HANDELSMAATSCHAPPIJ SCHREINER & Co. BV, a corporation
incorporated under the federal laws of The Netherlands, LUCHTVAARTMAATSCHAPPIJ
SCHREINER AIRWAYS BV, a corporation incorporated under the federal laws of The
Netherlands, SCHREINER AIRCRAFT MAINTENANCE BV, a corporation incorporated under
the federal laws of The Netherlands, SCHREINER NORTHSEA HELICOPTERS BV, a
corporation incorporated under the federal laws of The Netherlands, SCHREINER
NORTHSEA HELICOPTERS CV, a limited partnership formed under the federal laws of
The Netherlands, SCHREINER CANADA LTD., a corporation incorporated under the
federal laws of Canada, SCHREINER ONROEREND GOED BV, a corporation incorporated
under the federal laws of The Netherlands, AVIATION PERSONNEL RECRUITMENT AND
MANAGEMENT (APRAM) LIMITED, a corporation incorporated under the federal laws of

<Page>

Cyprus, SCHREINER TCHAD SA, a corporation incorporated under the federal laws of
Tchad, 4083423 CANADA INC., a corporation incorporated under the federal laws of
Canada, WHIRLY BIRD SERVICES LIMITED, a corporation incorporated under the
federal laws of Scotland, and CHC HELICOPTERS (MAURITIUS) LTD., a corporation
incorporated under the federal laws of Mauritius (collectively, the "Subsidiary
Guarantors") and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

          The Company has duly authorized the creation of and issuance of its 7
3/8% Senior Subordinated Notes due 2014 (the "Initial Notes"), and its 7 3/8%
Senior Subordinated Notes due 2014 (the "Exchange Notes" and, together with the
Initial Notes, the "Notes"), of substantially the tenor and amount hereinafter
set forth, and to provide therefor and for the issuance of Additional Notes from
time to time the Company has duly authorized the execution and delivery of this
Indenture.

          Each Subsidiary Guarantor (as defined herein) has duly authorized the
execution and delivery of this Indenture.

          Upon the issuance of the Exchange Notes, if any, or the effectiveness
of the Shelf Registration Statement (as defined in the Registration Rights
Agreement), this Indenture will be subject to, and shall be governed by the
provisions of the United States Trust Indenture Act of 1939, as amended, that
are required to be part of or deemed to be part of and to govern this Indenture
qualified thereunder.

          All things necessary have been done to make the Notes, when duly
executed and duly issued by the Company and authenticated and delivered
hereunder by the Trustee or the Authenticating Agent, the valid obligations of
the Company and to make this Indenture a valid agreement of the Company, in
accordance with their and its terms.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

          SECTION 101. Definitions.
                       -----------

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                                       -2-
<Page>

               (1) the terms defined in this Article have the meanings assigned
          to them in this Article and include the plural as well as the
          singular;

               (2) all other terms used herein which are defined in the Trust
          Indenture Act, either directly or by reference therein, have the
          meanings assigned to them therein, and the terms "cash transaction"
          and "self-liquidating paper", as used in TIA Section 311, shall have
          the meanings assigned to them in the rules of the Commission adopted
          under the Trust Indenture Act;

               (3) all accounting terms not otherwise defined herein have the
          meanings assigned to them in accordance with Generally Accepted
          Accounting Principles; and

               (4) the words "herein," "hereof" and "hereunder" and other words
          of similar import refer to this Indenture as a whole and not to any
          particular Article, Section or other subdivision.

          "Acquired Indebtedness" means Indebtedness of a Person (a) existing at
the time such Person becomes a Restricted Subsidiary or is merged into or
consolidated with the Company or any of its Restricted Subsidiaries or (b)
assumed in connection with the acquisition of assets from such Person. Acquired
Indebtedness shall be deemed to be incurred on the date the acquired Person
becomes a Restricted Subsidiary or the date of the related acquisition of assets
from any Person.

          "Act" shall have the meaning set forth in Section 104.

          "Additional Amounts" shall have the meaning set forth in Section 1023.

          "Additional Notes" means any Notes issued by the Company pursuant to
Section 317.

          "Adjusted Net Assets" shall have the meaning set forth in Section
1306.

          "Administrative Agent" means the Administrative Agent from time to
time under the Senior Credit Facility, which is currently a Canadian chartered
bank.

          "Affiliate" means, with respect to any specified Person, (a) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person, (b) any other Person that
owns, directly or indirectly, 10% or more of such specified Person's Capital
Stock or any officer or director of any such specified Person or other Person
or, with respect to any natural Person, any Person having a relationship with
such Person by blood, marriage or adoption not more remote than first cousin or
(c) any other Person 10% or more of the Voting Stock of which is beneficially
owned or held, directly or indirectly by such specified Person. For the purposes
of this definition, "control," when used with respect to any specified Person,
means the power to direct or cause the direction of the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

                                       -3-
<Page>

          "Agent Members" shall have meaning set forth in Section 311.

          "Applicable Premium" means, with respect to any Note on any Redemption
Date, the greater of (i) 1% of the principal amount of such Note or (ii) the
excess of (A) the present value at such Redemption Date of (1) the redemption
price of such Note at May 1, 2009 (such redemption price being set forth in
Section 5 of the Note), plus (2) all required interest payments due on such Note
through May 1, 2009 (excluding accrued but unpaid interest), computed using a
discount rate equal to the Treasury Rate at such Redemption Date plus 50 basis
points over (B) the principal amount of such Note.

          "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of (a) any
Capital Stock of any Restricted Subsidiary; (b) all or substantially all of the
properties and assets of the Company or any of its Restricted Subsidiaries; (c)
all or substantially all of the properties and assets of any division or line of
business of the Company or any Restricted Subsidiary; or (d) any other
properties or assets of the Company or any Restricted Subsidiary, other than a
transfer in the ordinary course of business consistent with past practices. For
the purposes of this definition, the term "Asset Sale" does not include any
transfer of properties or assets (i) that is governed by the provisions of this
Indenture described under Article Eight of this Indenture, (ii) by the Company
to any Restricted Subsidiary, or by any Restricted Subsidiary to the Company or
any Restricted Subsidiary in accordance with the terms of this Indenture, (iii)
constituting a Restricted Payment that is permitted to be made, and is made,
pursuant to Section 1009 of this Indenture, (iv) representing obsolete or
permanently retired equipment and facilities, or (v) having an aggregate fair
market value or resulting in aggregate net proceeds to the Company and its
Restricted Subsidiaries of less than U.S.$5 million in any fiscal year.

          "Asset Swap" means any sale, lease, transfer or other disposition of a
fixed or flying asset used in the business of the Company or any Restricted
Subsidiary in exchange for other fixed or flying assets owned by another Person,
provided that (i) the assets received in exchange will be used in the business
of the Company or any Wholly Owned Subsidiary, as determined in good faith by
the Chief Financial Officer of the Company, the determination of which shall be
conclusive and evidenced by an Officer's Certificate of such officer and (ii)
the Fair Market Value of the assets received by the Company or such Restricted
Subsidiary in such Asset Swap Sale is not less than the Fair Market Value of the
assets sold, leased, transferred or otherwise disposed of in such exchange (as
determined in good faith by the Chief Financial Officer of the Company and
evidenced by an Officer's Certificate of such officer).

          "Attributable Indebtedness" means, with respect to any lease at the
time of determination, the present value (discounted at the interest rate
implicit in the lease determined in accordance with GAAP or, if not known, at
the Company's incremental borrowing rate) of the obligations of the lessee of
the property subject to such lease for rental payments during the remaining term
of the lease included in such transaction, including any period for which such
lease has been extended or may, at the option of the lessor, be extended, or
until the earliest date on which the lessee may terminate such lease without
penalty or upon payment of penalty (in which case the rental payments shall
include such penalty), after excluding from such rental payments all

                                       -4-
<Page>

amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water, utilities and similar charges.

          "Average Life" means, as of the date of determination with respect to
any Indebtedness, the quotient obtained by dividing (a) the sum of the products
of (i) the number of years from the date of determination to the date or dates
of each successive scheduled principal payment of such Indebtedness multiplied
by (ii) the amount of each such principal payment by (b) the sum of all such
principal payments.

          "Bankruptcy Law" means Title 11, United States Bankruptcy Code of
1978, as amended or any similar United States federal or state law, Canadian
federal or provincial law or law of any other jurisdiction relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

          "Board of Directors" means the board of directors of a Person or any
duly authorized committee of such board.

          "Board Resolution" means, with respect to a Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person,
the principal financial officer of such Person or any other authorized officer
of such Person or a Person duly authorized by any of them to have been duly
adopted by the Board of Directors of such Person and to be in full force and
effect on the date of such certification.

          "Business Day" means any day other than a Legal Holiday.

          "Canadian Legend" shall have the meaning set forth in Section 203.

          "Capital Stock" means, with respect to any Person, any and all shares,
interests, partnership interests (whether general or limited), participations,
rights in or other equivalents (however designated) of such Person's equity, any
other interest or participation that confers the right to receive a share of the
profits and losses, or distributions of assets of, such Person and any rights
(other than debt securities convertible into Capital Stock), warrants or options
exchangeable for or convertible into such Capital Stock, whether now outstanding
or issued after the date of this Indenture.

          "Capitalized Lease Obligation" means, with respect to any Person, any
obligation of such Person under a lease of (or other agreement conveying the
right to use) any property (whether real, personal or mixed) that is required to
be classified and accounted for as a capital lease obligation under GAAP, and,
for the purpose of this Indenture, the amount of such obligation at any date
shall be the capitalized amount thereof at such date, determined in accordance
with GAAP.

          "Cash Equivalents" means any of the following:

          (a) any evidence of Indebtedness with a maturity of one year or less
     from the date of acquisition issued or directly and fully guaranteed or
     insured by the government

                                       -5-
<Page>

     of Canada, the United States of America, Norway, the United Kingdom, South
     Africa, Holland or Australia or any agency or instrumentality thereof
     (provided that the full faith and credit of the government of Canada, the
     United States of America, Norway, the United Kingdom, South Africa, Holland
     or Australia, as applicable, is pledged in support thereof);

          (b) time deposit accounts, certificates of deposit, money market
     deposits or bankers' acceptances with a maturity of one year or less from
     the date of acquisition of any bank to which the Bank Act (Canada) applies
     or by any Company licensed to carry on the business of a trust in one or
     more provinces of Canada or any financial institution that is a member of
     the Federal Reserve System, or the comparable banking authority in Norway,
     the United Kingdom, South Africa, Holland or Australia, in each case having
     combined capital and surplus and undivided profits of not less than
     U.S.$500 million, whose debt has a rating, at the time as of which any
     investment made therein is made of at least A-1 by S&P or least P-1 by
     Moody's;

          (c) commercial paper with a maturity of one year or less from the date
     of acquisition issued by a corporation that is not an Affiliate of the
     Company and is organized under the laws of any state of the United States
     or the District of Columbia rated at least A-1 by S&P or at least P-1 by
     Moody's; and

          (d) repurchase obligations with a term of not more than seven days for
     underlying securities of the type described in clause (a) above entered
     into with a financial institution meeting the qualifications described in
     clause (b) above.

          "Change of Control" means the occurrence of any of the following
events:

          (a) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes
     the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
     Exchange Act, except that a Person shall be deemed to have "beneficial
     ownership" of all securities that such Person has the right to acquire,
     whether such right is exercisable immediately or only after the passage of
     time), directly or indirectly, of more than 50% of the voting power of the
     outstanding Voting Stock of the Company;

          (b) the Company consolidates with, or merges with or into, another
     Person or conveys, transfers, leases or otherwise disposes of all or
     substantially all of its assets to any Person, or any Person consolidates
     with, or merges with or into, the Company, in any such event pursuant to a
     transaction in which the outstanding Voting Stock of the Company is
     converted into or exchanged for cash, securities or other property, other
     than any such transaction (i) where the outstanding Voting Stock of the
     Company is not converted or exchanged at all (except to the extent
     necessary to reflect a change in the jurisdiction of incorporation of the
     Company) or is converted into or exchanged for (A) Voting Stock (other than
     Redeemable Capital Stock) of the surviving or transferee corporation or (B)
     cash, securities and other property (other than Capital Stock of the
     Surviving Entity) in an amount that could be paid by the Company as a
     Restricted Payment as described

                                       -6-
<Page>

     under Section 1009 of this Indenture and (ii) immediately after such
     transaction, no "person" or "group" (as such terms are used in Sections
     13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is the
     "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
     Act, except that a Person shall be deemed to have "beneficial ownership" of
     all securities that such Person has the right to acquire, whether such
     right is exercisable immediately or only after the passage of time),
     directly or indirectly, of more than 50% of the total outstanding Voting
     Stock of the surviving or transferee corporation;

          (c) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), other than Permitted Holders, together with
     any Affiliates, shall succeed in having a sufficient number of its nominees
     elected to the Board of Directors of the Company such that such nominees,
     when added to any existing director remaining on the Board of Directors of
     the Company after such election who was a nominee of or is an Affiliate of
     such person or group, will constitute a majority of the Board of Directors
     of the Company; or

          (d) the Company is liquidated or dissolved or adopts a plan of
     liquidation or dissolution other than in a transaction which complies with
     the provisions described under Article Eight of this Indenture.

          Notwithstanding the foregoing, a transaction or series of related
transactions pursuant to which the Company is redomiciled in another
jurisdiction or pursuant to which a holding company is formed to hold all of the
outstanding Capital Stock of the Company shall not by itself be deemed a "Change
of Control."

          "Change of Control Offer" shall have the meaning set forth in Section
1013.

          "Change of Control Purchase Date" shall have the meaning set forth in
Section 1013.

          "Change of Control Purchase Price" shall have the meaning set forth in
Section 1013.

          "Commission" means the United States Securities and Exchange
Commission.

          "Commodity Agreement" means any commodities futures contract,
commodity option or similar agreement or arrangement entered into in the
ordinary course of business and not for speculative purposes designed to protect
the Company or any Restricted Subsidiary against fluctuations in prices of
commodities.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Chief
Executive Officer, its President, its Chief Operating Officer, its Chief
Financial Officer, any Vice President, its Treasurer, its Director of Finance or
its Secretary, and delivered to the Trustee.

                                       -7-
<Page>

          "Consolidated Adjusted Net Income" means, for any period, the
consolidated net income (or loss) of the Company and its Restricted Subsidiaries
for such period as determined in accordance with GAAP, adjusted by excluding (to
the extent included in such consolidated net income or loss), without
duplication:

          (a) any net after-tax extraordinary gains or losses;

          (b) any net after-tax gains or losses attributable to Asset Sales;

          (c) the portion of net income of any Person (other than the Company or
     a Restricted Subsidiary), including Unrestricted Subsidiaries, in which the
     Company or any Restricted Subsidiary has an ownership interest, except to
     the extent of the amount of dividends or other distributions actually paid
     to the Company or any Restricted Subsidiary in cash dividends or
     distributions during such period;

          (d) the net income (or loss) of any Person combined with the Company
     or any Restricted Subsidiary on a "pooling of interests" basis attributable
     to any period prior to the date of combination;

          (e) the net income of any Restricted Subsidiary to the extent that the
     declaration or payment of dividends or similar distributions by such
     Restricted Subsidiary is not at the date of determination permitted,
     directly or indirectly, by operation of the terms of its charter or any
     agreement, instrument, judgment, decree, order, statute, rule or
     governmental regulation applicable to such Restricted Subsidiary or its
     stockholders;

          (f) net after-tax gains or losses attributable to the termination of
     any employee pension benefit plan; and

          (g) the cumulative effect of a change in accounting principles;

provided that, if any Restricted Subsidiary is not a Wholly Owned Restricted
Subsidiary, Consolidated Adjusted Net Income will be reduced (to the extent not
otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount
of the Consolidated Adjusted Net Income otherwise attributable to such
Restricted Subsidiary multiplied by (B) the quotient of (1) the number of shares
of outstanding common stock of such Restricted Subsidiary not owned on the last
day of such period by the Company or any of its Restricted Subsidiaries divided
by (2) the total number of shares of outstanding common stock of such Restricted
Subsidiary on the last day of such period.

          "Consolidated Fixed Charge Coverage Ratio" of the Company means, for
any period, the ratio of (a) the sum of Consolidated Adjusted Net Income, and in
each case to the extent deducted in computing Consolidated Adjusted Net Income
for such period, Consolidated Interest Expense, Consolidated Tax Expense and
Consolidated Non-cash Charges, excluding all non-cash items increasing
Consolidated Adjusted Net Income for such period to (b) the sum of (i)
Consolidated Interest Expense and (ii) cash and non-cash dividends paid, accrued
or scheduled to be paid or accrued on Preferred Stock of the Company or any
Restricted Subsidiary (to any Person other than the Company and any Restricted
Subsidiary), in each case for such period.

                                       -8-
<Page>

For purposes of an incurrence of Indebtedness, the Consolidated Fixed Charge
Coverage Ratio for the four full fiscal quarters for which financial statements
are available immediately preceding the incurrence of indebtedness, taken as one
period, shall be calculated giving pro forma effect to:

          (i) the incurrence of the Indebtedness giving rise to the need to make
     such calculation and (if applicable) the application of the net proceeds
     therefrom, including to refinance other Indebtedness, as if such
     Indebtedness was incurred, and the application of such proceeds occurred,
     on the first day of such four-quarter period;

          (ii) the incurrence, repayment or retirement of any other Indebtedness
     by the Company and its Restricted Subsidiaries since the first day of such
     four-quarter period as if such Indebtedness was incurred, repaid or retired
     on the first day of such four-quarter period (except that, in making such
     computation, the amount of Indebtedness under any revolving credit facility
     shall be computed based upon the average daily balance of such Indebtedness
     during such four-quarter period); and

          (iii) the acquisition (whether by purchase, merger or otherwise),
     including any acquisition occurring at the time of the incurrence of such
     Indebtedness, or disposition (whether by sale, merger or otherwise) of any
     company, entity or business acquired or disposed of by the Company and its
     Restricted Subsidiaries, since the first day of such four-quarter period
     (including by any Person during such four-quarter period if it thereafter
     has become a Restricted Subsidiary), as if such acquisition or disposition
     occurred on the first day of such four-quarter period);

provided that the Consolidated Interest Expense attributable to interest on any
Indebtedness computed on a pro forma basis and (A) bearing a floating interest
rate shall be computed as if the rate in effect on the date of computation had
been the applicable rate for the entire period and (B) which was not outstanding
during the period for which the computation is being made but which bears, at
the option of the Company, a fixed or floating rate of interest, shall be
computed by applying at the option of the Company, either the fixed or floating
rate.

          "Consolidated Interest Expense" means, for any period, without
duplication and in each case determined on a consolidated basis in accordance
with GAAP, the sum of:

          (a) the interest expense of the Company and its Restricted
     Subsidiaries for such period, including, without limitation,

               (i) amortization of debt discount,

               (ii) the net cost of Interest Rate Agreements and Currency
          Agreements (including amortization of discounts),

               (iii) commissions, discounts and other fees and charges owed with
          respect to letters of credit and bankers' acceptances and similar
          transactions, plus

                                       -9-
<Page>

          (b) the interest component of Capitalized Lease Obligations of the
     Company and its Restricted Subsidiaries paid, accrued and/or scheduled to
     be paid or accrued during such period; plus

          (c) the interest of the Company and its Restricted Subsidiaries that
     was capitalized during such period; plus

          (d) the interest on Indebtedness of another Person that is guaranteed
     by the Company or any Restricted Subsidiary or secured by a Lien on assets
     of the Company or a Restricted Subsidiary, whether or not such interest is
     paid by the Company or such Restricted Subsidiary.

          "Consolidated Non-cash Charges" means, for any period, the aggregate
depreciation, amortization and other non-cash expenses or charges of the Company
and its Restricted Subsidiaries for such period, including, without limitation,
any asset impairment charges, determined on a consolidated basis in accordance
with GAAP (excluding any such non-cash charge that requires an accrual of or
reserve for cash charges for any future period).

          "Consolidated Tax Expense" means, for any period, the provision for
Canadian federal, provincial, local and foreign income taxes of the Company and
its Restricted Subsidiaries for such period as determined on a consolidated
basis in accordance with GAAP.

          "covenant defeasance" shall have the meaning set forth in Section
1403.

          "Currency Agreements" means any spot or forward foreign exchange
agreements and currency swap, currency option or other similar financial
agreements or arrangements designed to protect against or manage exposure to
fluctuations in foreign currency exchange rates.

          "Default" means any event that is, or after notice or passage of time
or both would be, an Event of Default.

          "Defaulted Interest" shall have the meaning set forth in Section 307.

          "defeasance" shall have the meaning set forth in Section 1402.

          "Depositary" means DTC.

          "Designated Senior Indebtedness" means (i) all Senior Indebtedness
under the Senior Credit Facility and (ii) any other Senior Indebtedness which,
at the time of determination, has a principal amount outstanding of at least
(euro)50 million and is specifically designated in the instrument evidencing
such Senior Indebtedness as "Designated Senior Indebtedness" by the Company.

          "Disinterested Director" means, with respect to any transaction or
series of related transactions, a member of the board of directors of the
Company who does not have any material direct or indirect financial interest in
or with respect to such transaction or series of related transactions.

                                      -10-
<Page>

          "DTC" means the Depository Trust Company, its nominees or successors.

          "Equity Offering" means any offering or flotation of common stock
(which is Qualified Capital Stock) of the Company.

          "EU Investorco" means any Person established by the Company after the
date of this Indenture to acquire a direct or indirect ownership interest in an
EU Licensed Operator, it being understood that once an EU Investerco ceases to
be a Restricted Subsidiary of the Company, it and its Restricted Subsidiaries
will cease to be bound by the covenants under this Indenture and will cease to
be Subsidiary Guarantors.

          "EU Licensed Operators" means CHC Scotia Limited, CHC Ireland Ltd.,
CHC Denmark APS, CHC Helicopter Service AS, Schreiner Northsea Helicopters BV or
any other Restricted Subsidiary of the Company incorporated in a European
country that holds licenses to conduct helicopter transportation business and
that is subject to the provisions of Article 4 of European Union Regulation No.
2407/92 of July 23, 1992, it being understood that once an EU Licensed Operator
ceases to be a Restricted Subsidiary of the Company it and its Restricted
Subsidiaries will cease to be bound by the covenants under this Indenture and
will cease to be Subsidiary Guarantors.

          "EU National" or "EU Nationals" means member states of the European
Union or the European Economic Area or nationals thereof, including any Person
regarded as a national of, or owned or controlled by, one or more nationals of,
the European Union or the European Economic Area for the purposes of the
ownership and control requirements of the legislation of the European Union or
the European Economic Area or a member thereof regarding aviation operating
licenses (including Article 4 of European Union Regulation 2407/92).

          "Excess Proceeds" shall have the meaning set forth in Section 1014.

          "Excess Proceeds Offer" shall have the meaning set forth in Section
1014.

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

          "Exchange Offer" means the offer by the Company to the Holders of the
Initial Notes to exchange all of the Initial Notes for Exchange Notes,
evidencing the same continuing indebtedness of the Company, as provided for in
the Registration Rights Agreement.

          "Excluded Holder" shall have the meaning set forth in Section 1023.

          "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length free market transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy as determined in good
faith by the Board of Directors.

          "Funding Guarantor" shall have the meaning set forth in Section 1306.

                                      -11-
<Page>

          "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in Canada, consistently applied, that are in
effect on the date hereof.

          "Global Notes" shall have the meaning set forth in Section 201.

          "guarantee" means, as applied to any obligation, (a) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation and (b) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, by the
pledge of assets and the payment of amounts drawn down under letters of credit.

          "Guarantee" means any guarantee of the obligations of the Company
under this Indenture and the Notes by any Restricted Subsidiary in accordance
with the provisions of this Indenture.

          "Guarantor Senior Indebtedness" means all obligations of a Subsidiary
Guarantor, whether for principal, premium, if any, interest (including interest
accruing after the filing of, or which would have accrued but for the filing of,
a petition by or against such Subsidiary Guarantor under Bankruptcy Law, whether
or not such interest is allowed as a claim after such filing in any proceeding
under such law), fees, expenses, indemnities, gross-ups or other amounts owing
under or in respect of any Indebtedness of such Subsidiary Guarantor, whether
outstanding on the date of the Indenture or thereafter created, incurred or
assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such indebtedness shall not be senior in right of
payment to such Guarantee. Notwithstanding the foregoing, "Guarantor Senior
Indebtedness" of a Subsidiary Guarantor will not include (a) Indebtedness
evidenced by the Guarantee of such Subsidiary Guarantor, (b) Indebtedness of
such Subsidiary Guarantor that is subordinate or junior in right of payment to
any Indebtedness or general unsecured obligations of such Subsidiary Guarantor,
(c) Indebtedness of such Subsidiary Guarantor to the extent incurred in
violation of any covenant of this Indenture, (d) any liability for foreign,
federal, provincial or local taxes or other taxes, owed or owing by such
Subsidiary Guarantor, (e) Indebtedness for goods, materials or services
purchased in the ordinary course of business or consisting of trade accounts
payable or other current liabilities (other than any current liabilities owing
under the Senior Credit Facility, or the current portion of any long-term
Indebtedness that would constitute Guarantor Senior Indebtedness but for this
clause (e)) owed or owing by such Subsidiary Guarantor, (f) amounts owed by such
Subsidiary Guarantor for compensation to employees or for services rendered to
such Subsidiary Guarantor, (g) Indebtedness of such Subsidiary Guarantor to any
Subsidiary or any other Affiliate of the Company or any of such Affiliate's
Subsidiaries, (h) Redeemable Capital Stock of such Subsidiary Guarantor, (i) any
guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness, (j) any
amounts owing under leases (other than any Capitalized Lease Obligations) and
any guarantee of such amounts, and (k) Indebtedness that, when incurred, is
without recourse to such Subsidiary Guarantor.

                                      -12-
<Page>

          "Holder" means the Person in whose name a note is registered in the
Note Register.

          "Immediate Family" of any specified Person means a spouse, sibling,
child or grandchild of such specified Person, whether related through blood,
marriage or adoption.

          "incur" shall have the meaning set forth in Section 1008.

          "Indebtedness" means, with respect to any Person, without duplication:

          (a) all liabilities of such Person for borrowed money (including
     overdrafts) or for the deferred purchase price of property or services,
     excluding any trade payables and other accrued current liabilities incurred
     in the ordinary course of business;

          (b) all obligations of such Person evidenced by bonds, notes,
     debentures or other similar instruments;

          (c) all obligations, contingent or otherwise, of such Person in
     connection with any letters of credit, bankers' acceptances or other
     similar facilities but excluding obligations with respect to letters of
     credit securing obligations (other than obligations described in clause (a)
     or (b) above or (d), (e) or (g) below) entered into in the ordinary course
     of business of such Person to the extent such letters of credit are not
     drawn upon or, if drawn upon, to the extent such drawing is reimbursed no
     later than the third business day following receipt by such Person of a
     demand for reimbursement;

          (d) all indebtedness of such Person created or arising under any
     conditional sale or other title retention agreement with respect to
     property acquired by such Person (even if the rights and remedies of the
     seller or lender under such agreement in the event of default are limited
     to repossession or sale of such property), but excluding trade payables
     arising in the ordinary course of business;

          (e) all Capitalized Lease Obligations of such Person;

          (f) all obligations of such Person under or in respect of Interest
     Rate Agreements, Currency Agreements or Commodity Agreements;

          (g) all Indebtedness referred to in (but not excluded from) the
     preceding clauses (a) through (f) of other Persons and all dividends of
     other Persons, the payment of which is secured by (or for which the holder
     of such Indebtedness has an existing right, contingent or otherwise, to be
     secured by) any Lien upon or with respect to property (including, without
     limitation, accounts and contract rights) owned by such Person, even though
     such Person has not assumed or become liable for the payment of such
     Indebtedness (the amount of such obligation being deemed to be the lesser
     of the fair market value of such property or asset or the amount of the
     obligation so secured);

          (h) all guarantees by such Person of Indebtedness referred to in this
     definition of any other Person;

                                      -13-
<Page>

          (i) all Redeemable Capital Stock of such Person valued at the greater
     of its voluntary or involuntary maximum fixed repurchase price plus accrued
     and unpaid dividends; and

          (j) Preferred Stock of any Restricted Subsidiary or any Subsidiary
     Guarantor.

          For purposes of this definition, the "maximum fixed repurchase price"
of any Redeemable Capital Stock that does not have a fixed repurchase price will
be calculated in accordance with the terms of such Redeemable Capital Stock as
if such Redeemable Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Redeemable Capital Stock, such fair market value shall be determined in good
faith by the board of directors of the issuer of such Redeemable Capital Stock.
For the avoidance of doubt, trade payables incurred in the ordinary course of
business shall not constitute Indebtedness for purposes of this Indenture.

          "Interest Act (Canada)" means the Interest Act, Revised Statutes of
Canada, 1985, c. I-15, as amended, or any act in replacement thereof or in
substitution therefor.

          "Interest Rate Agreements" means any interest rate protection
agreements and other types of interest rate hedging agreements (including,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements).

          "Investment" means, with respect to any Person, any direct or indirect
advance, security deposit, loan or other extension of credit (including
guarantees) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase, acquisition or ownership by such Person of
any Capital Stock, bonds, notes, debentures or other securities or evidences of
Indebtedness issued or owned by, any other Person and all other items that would
be classified as investments on a balance sheet prepared in accordance with
GAAP. In the case of an Investment in the form of a guarantee of Indebtedness,
the Investment shall be valued in an amount equal to the principal amount of the
Indebtedness guaranteed. In addition, the fair market value of the net assets of
any Restricted Subsidiary at the time that such Restricted Subsidiary is
designated an Unrestricted Subsidiary shall be deemed to be an "Investment" made
by the Company in such Unrestricted Subsidiary at such time. "Investments" shall
exclude extensions of trade credit on commercially reasonable terms in
accordance with normal trade practices.

          "Issue Date" means the date on which the initial $250 million in
aggregate principal amount of the Notes were originally issued under this
Indenture.

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

                                      -14-
<Page>

          "Lien" means any mortgage or deed of trust, charge, pledge, lien
(statutory or otherwise), privilege, security interest, hypothecation,
assignment for security, claim, or preference or priority or other encumbrance
upon or with respect to any property of any kind, real or personal, movable or
immovable, now owned or hereafter acquired. A Person shall be deemed to own
subject to a Lien any property which such Person has acquired or holds subject
to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement.

          "Manufacturer Support Indebtedness" means Indebtedness incurred by the
Company or a Restricted Subsidiary of the Company to a manufacturer of a
helicopter or fixed wing aircraft in connection with the purchase of such
helicopter or fixed wing aircraft from the manufacturer.

          "Material Permit" means any governmental license, certificate,
authorization, consent, registration, exemption, permit and other approval
required by law:

          (i) to operate helicopters or fixed-wing aircraft; and

          (ii) issued to the Company, any Significant Subsidiary or an EU
     Licensed Operator,

the loss of which would be materially adverse to the Company and its
Subsidiaries, taken as a whole.

          "Maturity" means, with respect to any Note, the date on which any
principal of such Note becomes due and payable as therein or herein provided,
whether at the Stated Maturity with respect to such principal or by declaration
of acceleration, call for redemption or purchase or otherwise.

          "Moody's" means Moody's Investors Service, Inc. and its successors.

          "Net Cash Proceeds" means (a) with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of, or stock
or other assets when disposed for, cash or Cash Equivalents (except to the
extent that such obligations are financed or sold with recourse to the Company
or any Restricted Subsidiary), net of, without duplication, (i) brokerage
commissions and other fees and expenses (including fees and expenses of legal
counsel and investment banks) related to such Asset Sale, (ii) provisions for
all taxes payable as a result of such Asset Sale, (iii) payments made to retire
Indebtedness where payment of such Indebtedness is secured by a Lien on the
assets or properties that were the subject of such Asset Sale, (iv) amounts
required to be paid to any Person (other than the Company or any Restricted
Subsidiary or lenders under the Senior Credit Facility) owning a beneficial
interest in the assets subject to the Asset Sale and (v) appropriate amounts to
be provided by the Company or any Restricted Subsidiary, as the case may be, as
a reserve required in accordance with GAAP against any liabilities associated
with such Asset Sale and retained by the Company or any Restricted Subsidiary,
as the case may be, after such Asset Sale, including, without limitation,
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnifi-

                                      -15-
<Page>

cation obligations associated with such Asset Sale, all as reflected in an
Officer's Certificate delivered to the Trustee and (b) with respect to any
issuance or sale of Capital Stock or options, warrants or rights to purchase
Capital Stock, or debt securities or Capital Stock that have been converted into
or exchanged for Capital Stock as referred to in Section 1009 of this Indenture,
the proceeds of such issuance or sale in the form of cash or Cash Equivalents,
payments in respect of deferred payment obligations when received in the form
of, or stock or other assets when disposed of for, cash or Cash Equivalents
(except to the extent that such obligations are financed or sold with recourse
to the Company or any Restricted Subsidiary), net of attorney's fees,
accountant's fees and brokerage, consultation, underwriting and other fees and
expenses actually incurred in connection with such issuance or sale and net of
taxes paid or payable as a result of thereof.

          "New Aircraft Sale and Leaseback Transaction" means, in respect of any
new aircraft acquired by the Company or any of its Restricted Subsidiaries
(whether before or after the date hereof) solely in connection with a new
aircraft delivery, any transaction occurring after the Issue Date whereby such
aircraft is sold by and leased back to the Company or such Restricted Subsidiary
within a period ending not later than the date that is 270 days after the date
of such new aircraft delivery.

          "Non-Guarantor Restricted Subsidiary" means any Restricted Subsidiary
of the Company that is not a Subsidiary Guarantor.

          "Non-Payment Default" means any default with respect to Designated
Senior Indebtedness not constituting a Payment Default as defined in this
Section 101, pursuant to which the maturity thereof may be accelerated.

          "Non-Recourse Debt" means Indebtedness (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support
(other than credit support permitted by clause (j) of the definition of
"Permitted Investments") of any kind (including any undertaking, agreement or
instrument that would constitute Indebtedness), (b) is directly or indirectly
liable (as a guarantor or otherwise), or (c) constitutes the lender, except, in
the case of a guarantee contemplated by (b), to the extent that the Company
would be permitted at the time such guarantee is made to (A) incur at least
U.S.$1.00 of additional Indebtedness (other than Permitted Indebtedness)
pursuant to Section 1008 of this Indenture and (B) make an Investment (other
than a Permitted Investment) pursuant to Section 1009 of this Indenture equal to
the amount of Non-Recourse Debt in respect of which the guarantee is made; (ii)
no default with respect to which (including any rights that the holders thereof
may have to take enforcement action against an Unrestricted Subsidiary) would
permit (upon notice, lapse of time or both) any holder of any other Indebtedness
of the Company or any of its Restricted Subsidiaries to declare a default on
such other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity; and (iii) as to which the lenders have
been notified in writing that they will not have any recourse to the stock or
assets of the Company or any of its Restricted Subsidiaries.

          "Note Register" shall have the meaning set forth in Section 305.

          "Note Registrar" shall have the meaning set forth in Section 305.

                                      -16-
<Page>

          "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer, the
President, any Vice President, the Treasurer, the Director of Finance or the
Secretary of the Company.

          "Officer's Certificate" means a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer, the President, any Vice President, the Treasurer, the
Director of Finance or the Secretary of the Company, and delivered to the
Trustee.

          "Offshore Global Note" shall have the meaning set forth in Section
201.

          "Offshore Note Exchange Date" shall have the meaning set forth in
Section 201.

          "Offshore Physical Notes" shall have the meaning set forth in Section
201.

          "Opinion of Counsel" means a written opinion of outside legal counsel,
who may be outside counsel for the Company, and who shall be reasonably
acceptable to the Trustee.

          "Ordinary Shares" means the 11,000,000 Ordinary Shares of the Company
issued on December 9, 1997 to O.S. Holdings Inc., a company indirectly wholly
owned by Craig L. Dobbin.

          "Original Currency" shall have the meaning set forth in Section 503.

          "Other Currency" shall have the meaning set forth in Section 503.

          "Outstanding," when used with respect to Notes, means, as of the date
of determination, all Notes theretofore authenticated and delivered under this
Indenture, except:

          (i) Notes theretofore cancelled by the Trustee or delivered to the
     Trustee for cancellation;

          (ii) Notes, or portions thereof, for whose payment or redemption or
     repayment at the option of the Holder money in the necessary amount has
     been theretofore deposited with the Trustee or any Paying Agent (other than
     the Company) in trust or set aside and segregated in trust by the Company
     (if the Company shall act as its own Paying Agent) for the Holders of such
     Notes; provided that, if such Notes are to be redeemed, notice of such
     redemption has been duly given pursuant to this Indenture or provision
     therefor satisfactory to the Trustee has been made;

          (iii) Notes, except to the extent provided in Sections 1402 and 1403,
     with respect to which the Company has effected defeasance and/or covenant
     defeasance as provided in Article Fourteen; and

          (iv) Notes which have been paid pursuant to Section 306 or in exchange
     for or in lieu of which other Notes have been authenticated and delivered
     pursuant to this Indenture, other than any such Notes in respect of which
     there shall have been presented to the

                                      -17-
<Page>

     Trustee proof satisfactory to it that such Notes are held by a bona fide
     purchaser in whose hands such Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding
(provided that in connection with any offer by the Company or any obligor to
purchase the Notes, Notes tendered for purchase will be deemed to be Outstanding
and held by the tendering Holder until the date of purchase), except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes which a responsible officer of the Trustee
actually knows to be so owned shall be so disregarded. Notes so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right to act with
respect to such Notes and that the pledgee is not the Company or any other
obligor upon the Notes or any Affiliate of the Company or such other obligor.

          "Pari Passu Indebtedness" means Indebtedness of the Company or a
Subsidiary Guarantor that is pari passu in right of payment to the Notes or the
Guarantee of such Subsidiary Guarantor, as the case may be.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Notes on behalf of the
Company, which initially shall be the Trustee.

          "Payment Blockage Period" shall have the meaning set forth in Section
1203.

          "Payment Default" means any default in payment (whether at stated
maturity, upon scheduled installment, by acceleration or otherwise) of principal
of, premium, if any, interest on, or any other amount payable in respect of, any
Designated Senior Indebtedness.

          "Permanent Offshore Global Note" shall have the meaning set forth in
Section 201.

          "Permitted Business" means the business of providing air
transportation services, aircraft maintenance, aircraft leasing and financing,
repair and overhaul, aircraft component manufacturing, logistics support,
aircraft, flight training and other ancillary services related thereto in each
case as conducted on the date of this Indenture and any other business
reasonably related thereto involving the application of technology or expertise
that has been acquired by or may be developed by the Company in the course of
its existing business, provided that for the most recent fiscal year, such other
business shall in no case account for more than 10% of the consolidated revenues
or assets of the Company, as determined on the basis of the audited consolidated
financial statements of the Company for such fiscal year.

          "Permitted Employee Stock Purchase Loans" means loans, in an aggregate
amount outstanding at any time not to exceed U.S.$4.0 million, whether made by
the Company

                                      -18-
<Page>

or any third party (other than any Affiliate of the Company), to employees of
the Company and its Subsidiaries who become participants in the Company's stock
purchase program to enable such employees to purchase subordinate voting shares
and multiple voting shares of the Company, less the amount of any Permitted
Investments made pursuant to clause (f) of the definition thereof.

          "Permitted Holders" means, as of the date of determination, any of (i)
Craig L. Dobbin, (ii) Persons controlled by Craig L. Dobbin, (iii) any member of
the Immediate Family of Craig L. Dobbin, (iv) a corporation that is wholly owned
by any member of the Immediate Family of Craig L. Dobbin, (v) a testamentary
trust, the sole beneficiaries of which are members of the Immediate Family of
Craig L. Dobbin, (vi) the estate of Craig L. Dobbin, as represented by the duly
appointed executor(s) or administrator(s) thereof or (vii) persons who are
Officers both at the date of determination and as of the date of this Indenture
and "Permitted Holder" means any one of such Persons.

          "Permitted Indebtedness" shall have the meaning set forth in Section
1008.

          "Permitted Investments" means any of the following:

          (a) Investments in Cash Equivalents;

          (b) Investments in the Company or any Subsidiary Guarantor;

          (c) intercompany Indebtedness to the extent permitted under clause
     (iv) or (v) of subsection (b) of Section 1008 of this Indenture;

          (d) Investments by the Company or any Restricted Subsidiary in another
     Person, if as a result of such Investment (i) such other Person becomes a
     Restricted Subsidiary or (ii) such other Person is merged or consolidated
     with or into, or transfers or conveys all or substantially all of its
     assets to, the Company or a Restricted Subsidiary; it being understood that
     the February 16, 2004 acquisition of Schreiner Luchtvaart Group B.V.
     pursuant to which Schreiner and its Subsidiaries became Restricted
     Subsidiaries shall be deemed a Permitted Investment pursuant to this clause
     (d), provided that Schreiner and its Subsidiaries that become guarantors
     under the Senior Credit Facility provide full and unconditional Guarantees
     of the Notes;

          (e) Investments acquired by the Company or any Restricted Subsidiary
     in connection with an Asset Sale permitted under Section 1014 of this
     Indenture to the extent such Investments are non-cash proceeds permitted
     thereunder or, if made with cash, are made out of reinvested cash proceeds
     from such Asset Sale concurrently with the closing thereof, provided that
     such reinvested cash proceeds do not exceed 25% of the fair market value of
     the assets sold in such Asset Sale;

          (f) loans or advances made to employees of the Company or any
     Restricted Subsidiary in the ordinary course of business and consistent
     with past practices in an aggregate amount not to exceed U.S.$4 million at
     any one time outstanding, less the amount of any guarantees made pursuant
     to clause (g) of this definition;

                                      -19-
<Page>

          (g) Permitted Employee Stock Purchase Loans or guarantees thereof;

          (h) other Investments in an aggregate amount not to exceed U.S.$25
     million at any one time outstanding;

          (i) Investments in the Notes; and

          (j) Investments made by the Company or a Restricted Subsidiary in
     connection with or in anticipation of (x) the sale by any Restricted
     Subsidiary of a helicopter or fixed-wing aircraft and leaseback of such
     equipment by any Restricted Subsidiary or (y) the lease of a helicopter or
     fixed-wing aircraft by any Restricted Subsidiary; provided that the
     aggregate Investments permitted pursuant to this clause (j) does not exceed
     25% of the aggregate value of the helicopter or fixed-wing aircraft at the
     time the Investment was made; and provided, further, that such Investments
     must be made no later than 270 days after the sale and leaseback
     transaction or the lease transaction, as the case may be, is entered into.

          "Permitted Joint Venture" means any joint venture, partnership or
other Person designated by the Board, (i) that is an Affiliate of the Company by
virtue of the fact that the Company or a Restricted Subsidiary has an Investment
in such Person, (ii) all of whose Indebtedness is Non-Recourse Indebtedness,
(iii) which is engaged in a Permitted Business, (iv) in which any Investment
made as a result of designating such Person as a Permitted Joint Venture will
not violate Section 1009 of this Indenture and (v) none of the Capital Stock of
which is held by an officer, director or holder of Capital Stock of the Company
qualifying as an Affiliate. Notwithstanding the foregoing, each of Slemon Park
Corporation, Thai Aviation Services Ltd., Viscom (Aberdeen) Ltd., CHC Helicopter
(Namibia) (Pty) Ltd., Court Aircraft Sales (Pty) Limited, Myanmar Helicopters
International Ltd., East West Helicopter Services (Georgia) Corp., East West
Helicopter Services (Azerbaijan) Ltd., Whirly Bird Airport Services Limited,
joint venture with Cougar Helicopters Inc. in respect of the Newfoundland
offshore, Canadian Helicopters Limited, Aero Contractors Company of Nigeria
Ltd., Airport Den Helder CV, Schreiner Airways Cameroun SA, Inaer, Inversiones
Aereas S.L., Canadian Helicopters Philippines International Inc. and an EU
Licensed Operator or an EU Investorco that ceases to be a Restricted Subsidiary
shall be deemed to be a Permitted Joint Venture. Any such designation (other
than with respect to Persons identified in the preceding sentence) shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution giving effect to such designation and an Officer's Certificate
certifying that such designation complied with the foregoing provisions.

          "Permitted Junior Securities" shall have the meaning set forth in
Section 1202.

          "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

          "Physical Notes" shall have the meaning set forth in Section 201.

          "Place of Payment" shall have the meaning set forth in Section 1002.

                                      -20-
<Page>

          "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 306 in exchange for a mutilated Note
or in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the
same debt as the mutilated, lost, destroyed or stolen Note.

          "Preferred Stock" means, with respect to any Person, Capital Stock of
any class or classes (however designated) of such Person which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over the Capital Stock of any other class of such Person whether now
outstanding, or issued after the date of this Indenture, and including, without
limitation, all classes and series of preferred or preference stock of such
Person.

          "Private Placement Legend" shall have the meaning set forth in Section
203.

          "Purchase Money Obligation" means any Indebtedness secured by a Lien
on assets related to the business of the Company and any additions and
accessions thereto, which are purchased by the Company or a Subsidiary Guarantor
at any time after the Notes are issued; provided that (i) the security agreement
or conditional sales or other title retention contract pursuant to which the
Lien on such assets is created (collectively, a "Purchase Money Security
Agreement") shall be entered into within 90 days after the purchase or
substantial completion of the construction of such assets and shall at all times
be confined solely to the assets so purchased or acquired, any additions and
accessions thereto and any proceeds therefrom, (ii) at no time shall the
aggregate principal amount of the outstanding Indebtedness secured thereby be
increased, except in connection with the purchase of additions and accessions
thereto and except in respect of fees and other obligations in respect of such
Indebtedness and (iii) (A) the aggregate outstanding principal amount of
Indebtedness secured thereby (determined on a per asset basis in the case of any
additions and accessions) shall not at the time such Purchase Money Security
Agreement is entered into exceed 100% of the purchase price to the Company or
such Subsidiary Guarantor of the assets subject thereto or (B) the Indebtedness
secured thereby shall be with recourse solely to the assets so purchased or
acquired, any additions and accessions thereto and any proceeds therefrom.

          "Qualified Capital Stock" of any person means any and all Capital
Stock of such person other than Redeemable Capital Stock.

          "Redeemable Capital Stock" means any class or series of Capital Stock
that, either by its terms, by the terms of any security into which it is
convertible or exchangeable or by contract or otherwise, is, or upon the
happening of an event or passage of time would be, required to be redeemed prior
to the final Stated Maturity of the Notes or is redeemable at the option of the
holder thereof at any time prior to such final Stated Maturity, or is
convertible into or exchangeable for debt securities at any time prior to such
final Stated Maturity; provided that any Capital Stock that would not constitute
Redeemable Capital Stock but for provisions thereof giving holders thereof the
right to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of any "asset sale" or "change of control" occurring prior to the
Stated Maturity of the Notes shall not constitute Redeemable Capital Stock if
the "asset sale" or "change of

                                      -21-
<Page>

control" provisions applicable to such Capital Stock are no more favorable to
the holders of such Capital Stock than the provisions contained in Sections 1013
and 1014 of this Indenture and such Capital Stock specifically provides that
such Person will not repurchase or redeem any such stock pursuant to such
provisions prior to the Company's repurchase of such Notes as are required to be
repurchased pursuant to Sections 1013 and 1014 of this Indenture.

          "refinancing" shall have the meaning set forth in Section 1008.

          "Registration Rights Agreement" means the Registration Rights
Agreement dated as of April 27, 2004, among the Company, the Subsidiary
Guarantors and the Initial Purchasers.

          "Regular Record Date" shall have the meaning set forth in Section 301.

          "Restricted Payments" shall have the meaning set forth in Section
1009.

          "Restricted Subsidiary" means any Subsidiary other than an
Unrestricted Subsidiary.

          "S&P" means Standard and Poor's Ratings Corporation, a division of the
McGraw-Hill Companies, Inc. and its successors.

          "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated by the Commission
thereunder.

          "Senior Credit Facility" means, collectively, any credit facilities,
letters of credit or other borrowing or lending arrangements of the Company
and/or the Guarantors, together with the related documents thereto (including,
without limitation, any loan agreements, note purchase agreements, indentures,
notes, guarantee agreements, collateral documents, mortgages, instruments and
security documents executed in connection therewith), in each case as any such
agreements or arrangements may be amended (including any amendment and
restatement thereof), supplemented or otherwise modified from time to time, in
each case including, without limitation, any credit facility, letter of credit,
agreement, indenture, notes, other documents or instruments or other arrangement
extending the maturity of, refinancing, replacing or otherwise restructuring
(including adding Subsidiaries of the Company as additional borrowers or
guarantors thereunder) all or any portion of the Indebtedness under such
agreements or arrangements, together with any successor or replacement
agreements or other arrangements, and whether by or with the same or any other
agent, lender or group of lenders or other institutions providing credit; it
being understood that the Credit Agreement dated as of July 5, 2000, as amended,
among the Company, the Company's Subsidiaries named therein as restricted
parties, the banks and other financial institutions that are from time to time
parties thereto and a Canadian chartered bank which is lead arranger and
administrative agent is a Senior Credit Facility.

          "Senior Indebtedness" means all obligations of the Company, whether
for principal, premium, if any, interest (including interest accruing after the
filing of, or which would have accrued but for the filing of, a petition by or
against the Company under Bankruptcy Law, whether or not such interest is
allowed as a claim after such filing in any proceeding under such law), fees,
expenses, indemnities, gross-ups or other amounts owing under or in respect of
any

                                      -22-
<Page>

Indebtedness of the Company, whether outstanding on the date of the Indenture or
thereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Notes. Notwithstanding the foregoing,
"Senior Indebtedness" will not include (a) Indebtedness evidenced by the Notes,
(b) Indebtedness of the Company that is subordinate or junior in right of
payment to any Indebtedness or general unsecured obligations of the Company, (c)
Indebtedness of the Company to the extent incurred in violation of any covenant
prohibiting the incurrence of Indebtedness under the Indenture, (d) any
liability for foreign, federal, provincial or local taxes or other taxes, owed
or owing by the Company, (e) Indebtedness for goods, materials or services
purchased in the ordinary course of business or consisting of trade accounts
payable or other current liabilities (other than any current liabilities owing
under the Senior Credit Facility, or the current portion of any long-term
Indebtedness that would constitute Senior Indebtedness but for this clause (e))
owed or owing by the Company, (f) amounts owed by the Company for compensation
to employees or for services rendered to the Company, (g) Indebtedness of the
Company to any Subsidiary or any other Affiliate of the Company or any of such
Affiliate's Subsidiaries, (h) redeemable Capital Stock of the Company, (i) any
guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness, (j) any
amounts owing under leases (other than any Capitalized Lease Obligations) and
any guarantee of such amounts, and (k) Indebtedness that, when incurred, is
without recourse to the Company.

          "Significant Subsidiary" means any Restricted Subsidiary of the
Company that, together with its Subsidiaries, (i) for the most recent fiscal
year of the Company, accounted for more than 10% of the consolidated revenues of
the Company and its Restricted Subsidiaries or (ii) as of the end of such fiscal
year, was the owner of more than 10% of the consolidated assets of the Company
and its Restricted Subsidiaries, all as set forth on the most recently available
consolidated financial statements of the Company for such fiscal year or (iii)
was organized or acquired after the beginning of such fiscal year and would have
been a Significant Subsidiary if it had been owned during the entire fiscal
year.

          "Special Record Date" shall have the meaning set forth in Section 307.

          "Stated Maturity" means, when used with respect to any Note or any
installment of interest thereon, the date specified in such Note as the fixed
date on which the principal of such Note or such installment of interest is due
and payable, and, when used with respect to any other Indebtedness, means the
date specified in the instrument governing such Indebtedness as the fixed date
on which the principal of such Indebtedness, or any installment of interest
thereon, is due and payable.

          "Subordinated Indebtedness" means Indebtedness of the Company or a
Subsidiary Guarantor that is subordinated in right of payment to the Notes or
the Guarantee of such Subsidiary Guarantor, as the case may be.

          "Subsidiary" means any Person a majority of the equity ownership
voting power of the outstanding Voting Stock of which is at the time owned,
directly or indirectly, by the

                                      -23-
<Page>

Company or by one or more other Subsidiaries or by the Company and one or more
other Subsidiaries.

          "Subsidiary Guarantor" means any Restricted Subsidiary that issues a
Guarantee.

          "Surviving Entity" shall have the meaning set forth in Section 801.

          "Surviving Guarantor Entity" shall have the meaning set forth in
Section 802.

          "Taxes" shall have the meaning set forth in Section 1023.

          "Taxing Authority" means any government or any political subdivision,
state, province or territory of a Taxing Jurisdiction or any authority or agency
therein or thereof having power to tax.

          "Taxing Jurisdiction" means (i) with respect to any payments made
under the Notes, Canada or any political subdivision, state, province or
territory thereof and (ii) with respect to payments made by a Subsidiary
Guarantor, the country in which such Subsidiary Guarantor is organized or any
political subdivision, state, province or territory thereof.

          "Temporary Offshore Global Note" shall have the meaning set forth in
Section 201.

          "TIA" means the United States Trust Indenture Act of 1939, as amended.

          "Treasury Rate" means, as of any Redemption Date, the yield to
maturity as of such Redemption Date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two
Business Days prior to such Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from such Redemption Date to May 1, 2009; provided,
however, that if the period from such Redemption Date to May 1, 2009 is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

          "Unrestricted Subsidiary" means (a) any Subsidiary that at the time of
determination shall be an Unrestricted Subsidiary (as designated by the Board of
Directors of the Company pursuant to Section 1020 of this Indenture) and (b) any
Subsidiary of an Unrestricted Subsidiary.

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

          "U.S. Global Note" shall have the meaning set forth in Section 201.

                                      -24-
<Page>

          "U.S. Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America, and the payment for
which the United States pledges its full faith and credit.

          "U.S. Physical Notes" shall have the meaning set forth in Section 201.

          "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees (or Persons performing similar functions) of any Person
(irrespective of whether or not, at the time, stock of any other class or
classes shall have, or might have, voting power by reason of the happening of
any contingency).

          "Wholly Owned Restricted Subsidiary" means any Restricted Subsidiary,
all of the outstanding Capital Stock (other than directors' qualifying shares or
shares of foreign Restricted Subsidiaries required to be owned by foreign
nationals pursuant to applicable corporate law) of which are owned by the
Company or by one or more other Wholly Owned Restricted Subsidiaries or by the
Company and one or more other Wholly Owned Restricted Subsidiaries.

          SECTION 102. Compliance Certificates and Opinions.
                       ------------------------------------

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company, the Subsidiary
Guarantors and any other obligor on the Notes (if applicable) shall, at the
request of the Trustee, furnish to the Trustee an Officer's Certificate in form
and substance reasonably acceptable to the Trustee stating that all conditions
precedent, if any, provided for in this Indenture (including any covenant
compliance with which constitutes a condition precedent) relating to the
proposed action have been complied with and, at the request of the Trustee, an
Opinion of Counsel to the effect that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of any such
documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion
need be furnished.

          Each certificate or opinion with respect to compliance with a covenant
or condition provided for in this Indenture (other than pursuant to Section
1007) shall include:

          (1) a statement that each individual or firm signing such certificate
     or opinion has read such covenant or condition and the definitions herein
     relating thereto;

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

          (3) a statement that, in the opinion of each such individual or such
     firm, he or it has made such examination or investigation as is necessary
     to enable him or it to express an informed opinion as to whether or not
     such covenant or condition has been complied with; and

                                      -25-
<Page>

          (4) a statement as to whether or not, in the opinion of each such
     individual or such firm, such covenant or condition has been complied with.

          SECTION 103. Form of Documents Delivered to Trustee.
                       --------------------------------------

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.Any
certificate or opinion of an officer of the Company, any Subsidiary Guarantor or
other obligor on the Notes may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which
his or her certificate or opinion is based are erroneous. Any such certificate
or opinion may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company, any Subsidiary Guarantor or other obligor on the Notes stating that the
information with respect to such factual matters is in the possession of the
Company, any Subsidiary Guarantor or other obligor on the Notes, unless such
officer or counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous. Opinions of Counsel required to be delivered to the Trustee may
have qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company or
government or other officials customary for opinions of the type required,
including certificates certifying as to matters of fact, including that various
financial covenants have been complied with.

          Any certificate or opinion of an officer of the Company, any
Subsidiary Guarantor or other obligor on the Notes may be based, insofar as it
relates to accounting matters, upon a certificate or opinion of, or
representations by, an accountant or firm of accountants in the employ of the
Company, unless such officer knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to the
accounting matters upon which his certificate or opinion may be based are
erroneous. Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent with respect to the Company.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

          SECTION 104. Acts of Holders.
                       ---------------

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. Except as herein otherwise expressly provided,

                                      -26-
<Page>

such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

          (c) The principal amount and serial numbers of Notes held by any
Person, and the date of holding the same, shall be proved by the Note Register.

          (d) If the Company shall solicit from the Holders of Notes any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to Board Resolution, fix in
advance a record date for the determination of such Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. Notwithstanding TIA
Section 316(c), any such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Notes have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the Outstanding Notes shall be computed as of
such record date; provided that no such request, demand, authorization,
direction, notice, consent, waiver or other Act by the Holders on such record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than eleven months after the record date.

          (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Note shall bind every future Holder of
the same Note and the Holder of every Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company, any
Subsidiary Guarantor or any other obligor of the Notes in reliance thereon,
whether or not notation of such action is made upon such Note.

                                      -27-
<Page>

          SECTION 105. Notices, Etc., to Trustee, Company and Any
                       Subsidiary Guarantor.
                       --------------------

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other documents provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder or by the Company or any Subsidiary
     Guarantor or any other obligor on the Notes shall be sufficient for every
     purpose hereunder if made, given, furnished or delivered in writing and
     mailed, first-class postage prepaid, or delivered by recognized overnight
     courier, to or with the Trustee at its Corporate Trust Office, Attention:
     Corporate Trust Administration, or

          (2) the Company or any Subsidiary Guarantor by the Trustee or by any
     Holder shall be sufficient for every purpose hereunder (unless otherwise
     herein expressly provided) if made, given, furnished or delivered in
     writing, by facsimile or mailed, first-class postage prepaid, or delivered
     by recognized overnight courier, to the Company or such Subsidiary
     Guarantor addressed to it at the address of its principal office, for the
     attention of the Chief Financial Officer, specified in the first paragraph
     of this Indenture or at any other address previously furnished in writing
     to the Trustee by the Company or such Subsidiary Guarantor.

          SECTION 106. Notice to Holders; Waiver.
                       -------------------------

          Where this Indenture provides for notice of any event to Holders of
Notes by the Company or the Trustee, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing, by facsimile or
mailed, first-class postage prepaid, or delivered by a recognized overnight
courier to each such Holder affected by such event, at its address as it appears
in the Note Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.

          In case, by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impractical to mail
notice of any event to Holders when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be sufficient giving of
such notice for every purpose hereunder.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

                                      -28-
<Page>

          SECTION 107. Effect of Headings and Table of Contents.
                       ----------------------------------------

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

          SECTION 108. Successors and Assigns.
                       ----------------------

          All covenants and agreements in this Indenture by the Company and the
Subsidiary Guarantors, and all agreements of the Trustee in this Indenture shall
bind their respective successors and assigns, whether so expressed or not.

          SECTION 109. Separability Clause.
                       -------------------

          In case any provision in this Indenture or in any Note shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby
and Holders shall have no claim therefor against any party hereto.

          SECTION 110. Benefits of Indenture.
                       ---------------------

          Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto, any Authenticating Agent, any
Paying Agent, any Notes Registrar and their successors hereunder and the Holders
and, with respect to any provisions hereof relating to the subordination of the
Notes or the rights of holders of Senior Indebtedness, the holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

          SECTION 111. Governing Law.
                       -------------

          This Indenture and the Notes shall be governed by and construed in
accordance with the law of the State of New York. Upon the effectiveness of the
Shelf Registration Statement or the consummation of the Exchange Offer, this
Indenture will be subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

          SECTION 112. Legal Holidays.
                       --------------

          In any case where any Interest Payment Date, Redemption Date, or
Stated Maturity or Maturity of any Note shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of
any Note) payment of principal (and premium, if any) or interest need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date or at the Stated
Maturity or Maturity; provided that no interest shall accrue for the period from
and after such Interest Payment Date, Redemption Date, Stated Maturity or
Maturity, as the case may be.

                                      -29-
<Page>

          SECTION 113. Trust Indenture Act Controls.
                       ----------------------------

          If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the provision required by the TIA shall control. If any provision of this
Indenture modifies or excludes any provision of the TIA that may be so modified
or excluded, the latter provision shall be deemed to apply to this Indenture as
so modified or excluded, as the case may be.

          SECTION 114. Counterparts.
                       ------------

          This Indenture may be executed in any number of counterparts, each of
which shall be original; but such counterparts shall together constitute but one
and the same instrument.

          SECTION 115. Appointment of Agent for Service.
                       --------------------------------

          By the execution of this Indenture, the Company and each Subsidiary
Guarantor hereby designate CT Corporation Systems as their authorized agent upon
which process may be served in any legal action or proceeding, including with
respect to any state or federal securities laws, that may be instituted in any
federal court of the United States or the court of any state thereof and arising
out of or relating to this Indenture. Service of process upon such agent at 111
Eighth Avenue, New York, New York 10011 shall be deemed in every respect
effective service of process upon the Company and the Subsidiary Guarantors, as
applicable, in any such legal action or proceeding and each of the Company are
the Subsidiary Guarantors hereby submit to the nonexclusive jurisdiction of any
such court in which any such legal action or proceeding is so instituted and
waives, to the extent it may effectively do so, any objection it may have now or
hereafter to the laying of the venue of any such legal action or proceeding.
Such appointment shall be irrevocable so long as the Holders or the Trustee
shall have any rights pursuant to the terms of this Indenture. Each of the
Company and the Subsidiary Guarantors further agree to take any and all action,
including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of
such agent.

          SECTION 116. No Personal Liability of Directors, Officers,
                       Employees and Stockholders.
                       --------------------------

          No director, officer, employee, incorporator or stockholder of the
Company or any Subsidiary Guarantor shall have any liability for any obligations
of the Company or any Subsidiary Guarantor under the Notes, any Guarantees, this
Indenture, as applicable, or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Guarantees. Such waiver may not
be effective to waive liabilities under the federal securities laws and it is
the view of the Commission that such a waiver is against public policy.

                                      -30-
<Page>

          SECTION 117. No Adverse Interpretation of Other Agreements.
                       ---------------------------------------------

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

                                   ARTICLE TWO

                                   NOTE FORMS

          SECTION 201. Forms Generally.
                       ---------------

          The Notes and the Trustee's certificate of authentication shall be in
substantially the forms set forth in Exhibit A hereto and in this Article,
respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange, any organizational document or governing instrument or
applicable law or as may, consistently herewith, be determined by the officers
of the Company executing such Notes, as evidenced by their execution of the
Notes. Any portion of the text of any Note may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Note. Each
Note shall be dated the date of its authentication.

          The definitive Notes shall be printed, lithographed or engraved on
steel-engraved borders or may be produced in any other manner, all as determined
by the officers of the Company executing such Notes, as evidenced by their
execution of such Notes.

          Initial Notes offered and sold in reliance on Rule 144A promulgated
under the Securities Act shall be issued initially in the form of a single
permanent global Note in substantially the form set forth in Exhibit A and
contain each of the legends set forth in Section 203 (the "U.S. Global Note"),
registered in the name of DTC, deposited with the Trustee, as custodian for DTC
or its nominee, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the U.S. Global Note may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

          Initial Notes offered and sold in offshore transactions in reliance on
Regulation S under the Securities Act shall be issued initially in the form of a
single temporary global Note in substantially the form set forth in Exhibit A
and contain the legends set forth in Section 203 (the "Temporary Offshore Global
Note"), registered in the name of DTC, deposited with the Trustee, as custodian
for DTC or its nominee, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. At any time following 41 days after the date
hereof (the "Offshore Note Exchange Date"), upon receipt by the Trustee and the
Company of a certificate substantially in the form set forth in Section 204, a
single permanent global Note substantially in the form of Exhibit A hereto and,
where required, containing the Canadian Legend set forth in Section 203 (the
"Permanent Offshore Global Note"; and together with the Temporary Offshore

                                      -31-
<Page>

Global Note, the "Offshore Global Note") duly executed by the Company and
authenticated by the Trustee as hereinafter provided shall be deposited with the
Trustee, as custodian for DTC, and the Note Registrar shall reflect on its books
and records the date and a decrease in the principal amount of the Temporary
Offshore Global Note in an amount equal to the principal amount of the
beneficial interest in the Temporary Offshore Global Note transferred. The
aggregate principal amount of the Offshore Global Note may from time to time be
increased or decreased by adjustments made in the records of the Trustee, as
custodian for DTC or its nominee, as herein provided. Initial Notes issued
pursuant to Section 305 in exchange for or upon transfer of beneficial interests
in the U.S. Global Note or the Offshore Global Note shall be in the form of U.S.
Physical Notes or in the form of permanent certificated Notes substantially in
the form set forth in Exhibit A and, where required, shall contain the Private
Placement Legend or the Canadian Legend set forth in Section 203 (the "Offshore
Physical Notes"), respectively, as hereinafter provided.

          Initial Notes which are offered and sold to Institutional Accredited
Investors which are not QIBs (excluding Non-U.S. Persons) or as a result of the
occurrence and continuation of an Event of Default with respect to the Notes
shall be issued in the form of permanent certificated Notes in substantially the
form set forth in Exhibit A and contain the Private Placement Legend as set
forth in Section 203 (the "U.S. Physical Notes").

          The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes." The U.S. Global Note
and the Offshore Global Note are sometimes collectively referred to as the
"Global Notes."

          Exchange Notes shall be issued substantially in the form set forth in
Exhibit A and shall contain the Canadian Legend as set forth in Section 203.

          SECTION 202. Form of Trustee's Certificate of Authentication.
                       -----------------------------------------------

          Subject to Section 611, the Trustee's certificate of authentication
shall be in substantially the following form:

          This is one of the Notes referred to in the within-mentioned
Indenture.

                                          THE BANK OF NEW YORK
                                            as Trustee


Dated:                                    By:
      ------------------                     ----------------------------------
                                             Authorized Signatory

          SECTION 203. Restrictive Legends.
                       -------------------

          Unless and until (i) an Initial Note is sold pursuant to an effective
Shelf Registration Statement or (ii) an Initial Note is exchanged for an
Exchange Note in an Exchange Offer pursuant to an effective Exchange Offer
Registration Statement (as defined in the Registration

                                      -32-
<Page>

Rights Agreement), in each case pursuant to the Registration Rights Agreement,
(A) each U.S. Global Note and U.S. Physical Note shall bear the following legend
set forth below (the "Private Placement Legend") on the face thereof and (B) the
Offshore Physical Notes and the Temporary Offshore Global Note shall bear the
Private Placement Legend on the face thereof until the Offshore Note Exchange
Date and receipt by the Company and the Trustee of a certificate substantially
in the form provided in Section 204; provided, however, that any such Note, if
issued before the date that is four months and one day after the date of
original issuance of the Initial Note or Exchange Note, as applicable, shall
continue to bear the legend in the second paragraph of the Private Placement
Legend (the "Canadian Legend"):

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

          UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF
          THIS SECURITY MUST NOT TRADE THE SECURITY TO A CANADIAN RESIDENT
          BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE
          DISTRIBUTION DATE.]

          Each Global Note, whether or not an Initial Note, shall also bear the
following legend on the face thereof:

          THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
          HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
          OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
          REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
          NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
          INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS
          NOTE AS A WHOLE TO A NOMINEE OF THE DEPOSITORY OR TO A SUCCESSOR
          THEREOF OR SUCH SUCCESSOR'S NOMINEE) MAY BE REGISTERED EXCEPT IN THE
          LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                                      -33-
<Page>

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

          SECTION 204. Form of Certificate to Be Delivered After the Offshore
                       Note Exchange Date.
                       ------------------

                                        On or after [                   ], 2004

THE BANK OF NEW YORK
[101 Barclay Street
Floor 21-W, Corporate Trust Administration
New York, NY  10286]

Attention:  [Luis Perez]

               Re:      CHC HELICOPTER CORPORATION (the "Company")
                        7 3/8% Senior Subordinated Notes due 2014 (the "Notes")
                        -------------------------------------------------------

Ladies and Gentlemen:

          This letter relates to $250,000,000 principal amount of Notes
represented by the temporary offshore global note certificate (the "Temporary
Offshore Global Note"). Pursuant to Section 204 of the Indenture dated as of
April 27, 2004 (the "Indenture") relating to the Notes, we hereby certify that
(1) we are the beneficial owner of such principal amount of Notes represented by
the Temporary Offshore Global Note and (2) we are a Non-U.S. Person to whom the
Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the Securities Act of 1933, as amended ("Regulation S").
[Accordingly, you are hereby requested to exchange the Temporary Offshore Global
Note for an unlegended (other than the Canadian Legend as may be required
pursuant to Section 201 of the Indenture) Permanent Offshore Global Note
representing the undersigned's interest in the principal amount of Notes
represented by the Temporary Offshore Global Note, all in the manner provided
for in the Indenture.] [Accordingly, you are hereby requested to issue an
Offshore Physical Note representing the undersigned's interest in the principal
amount of Notes represented by the Temporary Offshore Global Note, all in the
manner provided by the Indenture.]

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or

                                      -34-
<Page>

legal proceedings or official inquiry with respect to the matters covered
hereby. Terms used in this certificate have the meanings set forth in Regulation
S.


                                       Very truly yours,

                                       [Name of Holder]


                                       By:
                                          -------------------------------------
                                          Authorized Signatory

                                  ARTICLE THREE

                                    THE NOTES

          SECTION 301. Amount.
                       ------

          The aggregate principal amount of Notes which may be authenticated and
delivered under this Indenture shall be unlimited in amount, subject to
compliance with Section 1008 of this Indenture, and shall initially be
$250,000,000, except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section
303, 304, 305, 306, 311, 312, 906, 1013, 1014 or 1108 or pursuant to an Exchange
Offer. Any additional Notes issued under this Indenture will be identical in all
respects to the Notes offered on the date hereof, except that any Notes issued
in the future may have different issuance prices and will have different
issuance dates. The Notes and any additional Notes subsequently issued under
this Indenture will be treated as a single class for all purposes under this
Indenture, including, without limitation, waivers, amendments, redemptions and
offers to purchase.

          The Stated Maturity of the Notes shall be May 1, 2014, and they shall
bear interest at the rate of 7 3/8% per annum from April 27, 2004 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, payable on November 1, 2004 and semiannually thereafter on May 1
and November 1 in each year, until the principal thereof is paid in full and to
the Person in whose name the Note (or any predecessor Note) is registered at the
close of business on the April 15 or October 15 immediately preceding such
Interest Payment Date (each, a "Regular Record Date"). Interest will be computed
on the Notes as specified in Section 310 hereof.

          The principal of (and premium, if any) and interest on the Notes shall
be payable at the office or agency of the Company maintained for such purpose in
The City of New York, or at such other office or agency of the Company as may be
maintained for such purpose; provided, however, that, at the option of the
Company, interest may be paid (a) by check mailed to addresses of the Persons
entitled thereto as such addresses shall appear on the Note Register or (b) by
wire transfer to an account located in the United States maintained by the
payee.

                                      -35-
<Page>

          The Company is required to offer to purchase the Notes from the
Holders, in whole or in part, in the event of a Change in Control pursuant to
Section 1013. The Notes shall be subject to repurchase pursuant to an Excess
Proceeds Offer as provided in Section 1014.

          The Notes shall be redeemable as provided in Article Eleven and in the
Notes. The Indebtedness evidenced by the Notes shall be subordinated in right of
payment to Senior Indebtedness as provided in Article Twelve. The due and
punctual payment of principal of, and premium, if any, and interest on the Notes
payable by the Company is irrevocably and unconditionally guaranteed, to the
extent set forth herein, by each of the Subsidiary Guarantors. The Guarantee
issued by any Subsidiary Guarantor will be subordinated to all existing and
future Guarantor Senior Indebtedness of such Subsidiary Guarantor as provided in
Article Twelve.

          SECTION 302. Denominations.
                       -------------

          The Notes shall be issuable only in registered form without coupons
and only in denominations of U.S.$1,000 and any integral multiple thereof.

          SECTION 303. Execution, Authentication, Delivery and Dating.
                       ----------------------------------------------

          The Notes shall be executed on behalf of the Company by its Chairman
of the Board, its Chief Executive Officer, its President, its Chief Operating
Officer, its Chief Financial Officer or a Vice President. The signature of any
of these officers on the Notes may be the manual or facsimile signatures of the
present or any future such authorized officer and may be imprinted or otherwise
reproduced on the Notes.

          Notes bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

          On the Issue Date, the Company shall deliver the Initial Notes in the
aggregate principal amount of $250,000,000 executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Notes, directing the Trustee to authenticate the Notes and
certifying that all conditions precedent to the issuance of Notes contained
herein have been fully complied with, and the Trustee in accordance with such
Company Order shall authenticate and deliver such Initial Notes. At any time and
from time to time after the Issue Date, the Company may deliver Additional Notes
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Additional Notes,
directing the Trustee to authenticate the Additional Notes and certifying that
the issuance of such Additional Notes is in compliance with Article Ten hereof
and that all other conditions precedent to the issuance of Notes contained
herein have been fully complied with, and the Trustee in accordance with such
Company Order shall authenticate and deliver such Additional Notes. The
aggregate principal amount of Notes outstanding at any time is unlimited. On
Company Order, the Trustee shall authenticate for original issue Exchange Notes
in an aggregate principal amount not to exceed $250,000,000 plus the aggregate
principal amount of any Additional Notes issued; provided that such Exchange
Notes shall be issuable

                                      -36-
<Page>

only upon the valid surrender for cancellation of Initial Notes and any
Additional Notes of a like aggregate principal amount in accordance with an
Exchange Offer or Shelf Registration Statement pursuant to the Registration
Rights Agreement and a Company Order for the authentication and delivery of such
Exchange Notes and certifying that all conditions precedent to the issuance of
such Exchange Notes have been complied with (including the effectiveness of the
Registration Statement related thereto). In each case, the Trustee shall be
entitled to receive an Officer's Certificate and an Opinion of Counsel of the
Company that it may reasonably request in connection with such authentication of
Notes. Such order shall specify the amount of Notes to be authenticated and the
date on which the original issue of Notes is to be authenticated.

          Each Note shall be dated the date of its authentication.

          No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture.

          In case the Company or any Subsidiary Guarantor, pursuant to Article
Eight, shall be consolidated or merged with or into any other Person or shall
convey, transfer, lease or otherwise dispose all or substantially all of its
properties and assets as an entirety to any Person, and the successor Person
resulting from such consolidation, or surviving such merger, or into which the
Company or such Subsidiary Guarantor shall have been merged, or the Person which
shall have received a conveyance, transfer, lease or other disposition as
aforesaid, shall have executed an indenture supplemental hereto with the Trustee
pursuant to Article Eight, any of the Notes authenticated or delivered prior to
such consolidation, merger, conveyance, transfer, lease or other disposition
may, from time to time, at the request of the successor Person, be exchanged for
other Notes executed in the name of the successor Person with such changes in
phraseology and form as may be appropriate, but otherwise in substance of like
tenor as the Notes surrendered for such exchange and of like principal amount;
and the Trustee, upon Company Request of the successor Person, shall
authenticate and deliver Notes as specified in such request for the purpose of
such exchange. If Notes shall at any time be authenticated and delivered in any
new name of a successor Person pursuant to this Section 303 in exchange or
substitution for or upon registration of transfer of any Notes, such successor
Person, at the option of the Holders but without expense to them, shall provide
for the exchange of all Notes at the time Outstanding for Notes authenticated
and delivered in such new name.

          SECTION 304. Temporary Notes.
                       ---------------

          Pending the preparation of definitive Notes, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Notes which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Notes may determine, as conclusively evidenced by their execution
of such Notes.

                                      -37-
<Page>

          If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes, upon
surrender of the temporary Notes at the office or agency of the Company in a
Place of Payment, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Notes, the Company shall execute and, upon Company
Order, the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Notes of authorized denominations. Until so
exchanged the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes.

          SECTION 305. Registration, Registration of Transfer and Exchange.
                       ---------------------------------------------------

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register for the Notes (the register maintained in the Corporate
Trust Office of the Trustee and in any other office or agency of the Company in
a Place of Payment being herein sometimes collectively referred to as the "Note
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Notes and of transfers of
Notes. The Note Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. At all reasonable
times, the Note Register shall be open to inspection by the Trustee. The Trustee
is hereby initially appointed as note registrar (the Trustee in such capacity,
together with any successor of the Trustee in such capacity, the "Note
Registrar") for the purpose of registering Notes and transfers of Notes as
herein provided.

          Upon surrender for registration of transfer of any Note at the office
or agency in a Place of Payment, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes, of any authorized denomination or
denominations and of a like aggregate principal amount and tenor.

          Furthermore, any holder of a Global Note shall, by acceptance of such
Global Note, agree that transfers of beneficial interest in such Global Note may
be effected only through a book-entry system maintained by the holder of such
Global Note (or its agent), and that ownership of a beneficial interest in a
Note shall be required to be reflected in a book entry.

          At the option of the Holder, Notes may be exchanged for other Notes,
of any authorized denomination and of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Whenever any
Notes are so surrendered for exchange (including an exchange of Initial Notes
for Exchange Notes), the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive; provided that no exchange of Initial Notes for Exchange
Notes shall occur until an Exchange Offer Registration Statement shall have been
declared effective by the Commission, the Trustee shall have received an
Officer's Certificate confirming that the Exchange Offer Registration Statement
has been declared effective by the Commission and the Initial Notes to be
exchanged for the Exchange Notes shall be canceled by the Trustee.

          All Notes issued upon any registration of transfer or exchange of
Notes, including the exchange of Initial Notes for Exchange Notes, shall be the
valid obligations of the Company,

                                      -38-
<Page>

evidencing the same continuing indebtedness and entitled to the same benefits
under this Indenture, as the Notes surrendered upon such registration of
transfer or exchange.

          Every Note presented or surrendered for registration of transfer or
for exchange, repurchase or redemption shall (if so required by the Company or
the Note Registrar) be duly endorsed, or be accompanied by a written instrument
of transfer, in form satisfactory to the Company and the Note Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 303, 304, 906, 1013, 1014 or 1108 not involving
any transfer.

          SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes.
                       -------------------------------------------

          If any mutilated Note is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding, or, in case any such mutilated Note has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Note, pay such Note.

          If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Note and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company, any Subsidiary Guarantor or the Trustee that such Note has been
acquired by a bona fide purchaser, the Company shall execute and upon Company
Order the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Note, a new Note of like tenor and principal amount and bearing a
number not contemporaneously outstanding, or, in case any such destroyed, lost
or stolen Note has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Note, pay such Note.

          Upon the issuance of any new Note under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) in connection therewith.

          Every new Note issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Note, shall constitute an original
additional contractual obligation of the Company, any Subsidiary Guarantor and
any other obligor upon the Notes, whether or not the mutilated, destroyed, lost
or stolen Note shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Notes duly issued hereunder.

                                      -39-
<Page>

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

          SECTION 307. Payment of Interest; Interest Rights Preserved.
                       ----------------------------------------------

          Interest on any Note which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name such Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest at the Place of Payment;
provided, however, that each installment of interest on any Note may at the
Company's option be paid (i) by mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears on the Note Register or (ii) by wire
transfer to an account located in the United States maintained by the payee.

          Any interest on any Note which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such defaulted interest and, if applicable, interest on
such defaulted interest (to the extent lawful) at the rate specified in the
Notes (such defaulted interest and, if applicable, interest thereon herein
collectively called "Defaulted Interest") may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Notes (or their respective Predecessor
     Notes) are registered at the close of business on a Special Record Date for
     the payment of such Defaulted Interest, which shall be fixed in the
     following manner. The Company shall notify the Trustee in writing of the
     amount of Defaulted Interest proposed to be paid on each Note and the date
     of the proposed payment (the "Special Record Date"), and at the same time
     the Company shall deposit with the Trustee an amount of money equal to the
     aggregate amount proposed to be paid in respect of such Defaulted Interest
     or shall make arrangements satisfactory to the Trustee for such deposit on
     or prior to the date of the proposed payment, such money when deposited to
     be held in trust for the benefit of the Persons entitled to such Defaulted
     Interest as in this clause provided. Thereupon the Trustee shall fix a
     Special Record Date for the payment of such Defaulted Interest which shall
     be not more than 15 days and not less than 10 days prior to the date of the
     proposed payment and not less than 10 days after the receipt by the Trustee
     of the notice of the proposed payment. The Trustee shall promptly notify
     the Company in writing of such Special Record Date and, in the name and at
     the expense of the Company, shall cause notice of the proposed payment of
     such Defaulted Interest and the Special Record Date therefor to be given in
     the manner provided in Section 106, not less than 10 days prior to such
     Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been so given, such
     Defaulted Interest shall be paid to the Persons in whose name the
     Registered Notes (or their respective Predecessor Notes) are registered at
     the close of business on such Special Record Date and shall no longer be
     payable pursuant to the following clause (2).

                                      -40-
<Page>

          (2) The Company may make payment of any Defaulted Interest on the
     Notes in any other lawful manner not inconsistent with the requirements of
     any securities exchange on which such Notes may be listed, and upon such
     notice as may be required by such exchange, if, after written notice given
     by the Company to the Trustee of the proposed payment pursuant to this
     clause, such manner of payment shall be deemed practicable by the Trustee.

          Subject to the foregoing provisions of this Section and Section 305,
each Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Note.

          SECTION 308. Persons Deemed Owners.
                       ---------------------

          Prior to due presentment of a Note for registration of transfer, the
Company, any Subsidiary Guarantor, the Trustee and any agent of the Company, any
Subsidiary Guarantor or the Trustee may treat the Person in whose name such Note
is registered as the owner of such Note for the purpose of receiving payment of
principal of (and premium, if any, on) and (subject to Sections 305 and 307)
interest on such Note and for all other purposes whatsoever, whether or not such
Note be overdue, and none of the Company, any Subsidiary Guarantor, the Trustee
or any agent of the Company, any Subsidiary Guarantor or the Trustee shall be
affected by notice to the contrary.

          SECTION 309. Cancellation.
                       ------------

          All Notes surrendered for payment, redemption, repayment at the option
of the Holder, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee. All Notes so
delivered to the Trustee shall be promptly cancelled by it. The Company may at
any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold, and all Notes so delivered
shall be promptly cancelled by the Trustee. If the Company shall so acquire any
of the Notes, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Notes unless and until the
same are surrendered to the Trustee for cancellation. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture. All cancelled
Notes held by the Trustee shall be disposed of by the Trustee in accordance with
its customary procedures unless by Company Order the Company shall direct that
cancelled Notes be returned to it.

          SECTION 310. Computation of Interest.
                       -----------------------

          Interest on the Notes shall be computed on the basis of a 360-day year
comprised of twelve 30-day months. The yearly rate of interest that is
equivalent to the rate payable under the Notes is the rate payable multiplied by
the actual number of days in the year and divided by

                                      -41-
<Page>

360 and is disclosed herein solely for the purpose of providing the disclosure
required by the Interest Act (Canada).

          SECTION 311. Book-Entry Provisions for Global Notes.
                       --------------------------------------

          (a) Each Global Note initially shall (i) be registered in the name of
DTC for such Global Note or the nominee of DTC, (ii) be deposited with, or on
behalf of, DTC or with the Trustee as custodian for DTC and (iii) bear legends
as set forth in Section 203.

          Members of, or participants in, DTC ("Agent Members") shall have no
rights under this Indenture with respect to any Global Note held on their behalf
by DTC, or the Trustee as its custodian, or under such Global Note, and DTC may
be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent
of the Company, the Subsidiary Guarantors or the Trustee as the absolute owner
of such Global Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Subsidiary Guarantors, the Trustee
or any agent of the Company, the Subsidiary Guarantors or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by DTC or impair, as between DTC and its Agent Members, the operation
of customary practices governing the exercise of the rights of a beneficial
owner of any Note. The registered holder of a Global Note may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

          (b) Interests of beneficial owners in a Global Note may be transferred
in accordance with the applicable rules and procedures of DTC and the provisions
of Section 312. Transfers of a Global Note shall be limited to transfers of such
Global Note in whole, but not in part, to DTC, its successors or their
respective nominees, except (i) as otherwise set forth in Section 312 and (ii)
U.S. Physical Notes or Offshore Physical Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in the U.S. Global
Note or the Offshore Global Note, respectively, in the event that DTC notifies
the Company that it is unwilling or unable to continue as Depositary for the
applicable Global Note or the Depositary ceases to be a "Clearing Agency"
registered under the Exchange Act and a successor Depositary is not appointed by
the Company within 90 days or an Event of Default has occurred and is continuing
and the Note Registrar has received a request from any owner of a beneficial
interest in a Global Note to issue Physical Notes. In connection with a transfer
of an entire Global Note to beneficial owners pursuant to clause (ii) of this
paragraph (b), the applicable Global Note shall be deemed to be surrendered to
the Trustee for cancellation, and the Company shall execute, and the Trustee
shall authenticate and deliver, to each beneficial owner identified by DTC in
exchange for its beneficial interest in the applicable Global Note, an equal
aggregate principal amount at maturity of U.S. Physical Notes (in the case of
the U.S. Global Note) or Offshore Physical Notes (in the case of the Offshore
Global Note), as the case may be, of authorized denominations.

          (c) Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in the
other Global Note will, upon transfer, cease to be an interest in such Global
Note and become an interest in the other Global Note and,

                                      -42-
<Page>

accordingly, will thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to beneficial interests in such other Global
Note for as long as it retains such an interest.

          (d) Any U.S. Physical Note delivered in exchange for an interest in
the U.S. Global Note pursuant to paragraph (b) of this Section shall, unless
such exchange is made on or after the Resale Restriction Termination Date (as
defined below) and except as otherwise provided in Section 312, bear the Private
Placement Legend.

          (e) Any Note delivered in exchange for an interest in a Global Note
pursuant to paragraph (b) of this Section 311 shall, where required, bear the
Canadian Legend.

          SECTION 312. Transfer Provisions.
                       -------------------

          Unless and until (i) an Initial Note is sold pursuant to an effective
Registration Statement, or (ii) an Initial Note is exchanged for an Exchange
Note in the Exchange Offer pursuant to an effective Registration Statement, in
each case, pursuant to the Registration Rights Agreement, the following
provisions shall apply:

          (a) General. The provisions of this Section 312 shall apply to all
     transfers involving any Physical Note and any beneficial interest in any
     Global Note.

          (b) Certain Definitions. As used in this Section 312 only, "delivery"
     of a certificate by a transferee or transferor means the delivery to the
     Note Registrar by such transferee or transferor of the applicable
     certificate duly completed; "holding" includes both possession of a
     Physical Note and ownership of a beneficial interest in a Global Note, as
     the context requires; "transferring" a Global Note means transferring that
     portion of the principal amount of the transferor's beneficial interest
     therein that the transferor has notified the Note Registrar that it has
     agreed to transfer; and "transferring" a Physical Note means transferring
     that portion of the principal amount thereof that the transferor has
     notified the Note Registrar that it has agreed to transfer.

          As used in this Indenture, "Accredited Investor Certificate" means a
     certificate substantially in the form set forth in Section 313; "Regulation
     S Certificate" means a certificate substantially in the form set forth in
     Section 314; "Rule 144A Certificate" means a certificate substantially in
     the form set forth in Section 315; and "Non-Registration Opinion and
     Supporting Evidence" means a written opinion of counsel reasonably
     acceptable to the Company to the effect that, and such other certification
     or information as the Company may reasonably require to confirm that, the
     proposed transfer is being made pursuant to an exemption from, or in a
     transaction not subject to, the registration requirements of the Securities
     Act.

          (c) [Intentionally Omitted]

          (d) Deemed Delivery of a Rule 144A Certificate in Certain
     Circumstances. A Rule 144A Certificate, if not actually delivered, will be
     deemed delivered if (A) (i) the transferor advises the Company and the
     Trustee in writing that the relevant offer and sale were made in accordance
     with the provisions of Rule 144A (or, in the case of a transfer

                                      -43-
<Page>

     of a Physical Note, the transferor checks the box provided on the Physical
     Note to that effect) and (ii) the transferee advises the Company and the
     Trustee in writing that (x) it and, if applicable, each account for which
     it is acting in connection with the relevant transfer, is a qualified
     institutional buyer within the meaning of Rule 144A, (y) it is aware that
     the transfer of Notes to it is being made in reliance on the exemption from
     the provisions of Section 5 of the Securities Act provided by Rule 144A,
     and (z) prior to the proposed date of transfer it has been given the
     opportunity to obtain from the Company the information referred to in Rule
     144A(d)(4), and has either declined such opportunity or has received such
     information (or, in the case of a transfer of a Physical Note, the
     transferee signs the certification provided on the Physical Note to that
     effect); or (B) the transferor holds the U.S. Global Note and is
     transferring to a transferee that will take delivery in the form of the
     U.S. Global Note.

          (e) Procedures and Requirements. (1) If the proposed transfer occurs
     prior to the Offshore Note Exchange Date, and the proposed transferor
     holds:

                    (A) a U.S. Physical Note which is surrendered to the Note
          Registrar, and the proposed transferee or transferor, as applicable:

                         (i) delivers an Accredited Investor Certificate and, if
               required by the Company, a Non-Registration Opinion and
               Supporting Evidence, or delivers (or is deemed to have delivered
               pursuant to clause (d) above) a Rule 144A Certificate and the
               proposed transferee requests delivery in the form of a U.S.
               Physical Note, then the Note Registrar shall (x) register such
               transfer in the name of such transferee and record the date
               thereof in its books and records, (y) cancel such surrendered
               U.S. Physical Note and (z) deliver a new U.S. Physical Note to
               such transferee duly registered in the name of such transferee in
               principal amount equal to the principal amount being transferred
               of such surrendered U.S. Physical Note;

                         (ii) delivers (or is deemed to have delivered pursuant
               to clause (d) above) a Rule 144A Certificate and the proposed
               transferee is or is acting through an Agent Member and requests
               that the proposed transferee receive a beneficial interest in the
               U.S. Global Note, then the Note Registrar shall (x) cancel such
               surrendered U.S. Physical Note, (y) record an increase in the
               principal amount of the U.S. Global Note equal to the principal
               amount being transferred of such surrendered U.S. Physical Note
               and (z) notify DTC in accordance with the procedures of DTC that
               it approves of such transfer; or

                         (iii) delivers a Regulation S Certificate and the
               proposed transferee is or is acting through an Agent Member and
               requests that the proposed transferee receive a beneficial
               interest in the Temporary Offshore Global Note, then the Note
               Registrar shall (x)cancel such surrendered U.S. Physical Note,
               (y) record an increase in the principal amount of the Temporary
               Offshore Global Note equal to the principal amount being

                                      -44-
<Page>

               transferred of such surrendered U.S. Physical Note and (z) notify
               DTC in accordance with the procedures of DTC that it approves of
               such transfer.

          In any of the cases described in this Section 312(e)(1)(A), the Note
          Registrar shall deliver to the transferor a new U.S. Physical Note in
          principal amount equal to the principal amount not being transferred
          of such surrendered U.S. Physical Note, as applicable.

                    (B) the U.S. Global Note, and the proposed transferee or
          transferor, as applicable:

                         (i) delivers an Accredited Investor Certificate and, if
               required by the Company, a Non-Registration Opinion and
               Supporting Evidence, or delivers (or is deemed to have delivered
               pursuant to clause (d) above) a Rule 144A Certificate and the
               proposed transferee requests delivery in the form of a U.S.
               Physical Note, then the Note Registrar shall (w) register such
               transfer in the name of such transferee and record the date
               thereof in its books and records, (x) record a decrease in the
               principal amount of the U.S. Global Note in an amount equal to
               the beneficial interest therein being transferred, (y) deliver a
               new U.S. Physical Note to such transferee duly registered in the
               name of such transferee in principal amount equal to the amount
               of such decrease and (z) notify DTC in accordance with the
               procedures of DTC that it approves of such transfer;

                         (ii) delivers (or is deemed to have delivered pursuant
               to clause (d) above) a Rule 144A Certificate and the proposed
               transferee is or is acting through an Agent Member and requests
               that the proposed transferee receive a beneficial interest in the
               U.S. Global Note, then the transfer shall be effected in
               accordance with the procedures of DTC therefor; or

                         (iii) delivers a Regulation S Certificate and the
               proposed transferee is or is acting through an Agent Member and
               requests that the proposed transferee receive a beneficial
               interest in the Temporary Offshore Global Note, then the Note
               Registrar shall (w) register such transfer in the name of such
               transferee and record the date thereof in its books and records,
               (x) record a decrease in the principal amount of the U.S. Global
               Note in an amount equal to the beneficial interest therein being
               transferred, (y) record an increase in the principal amount of
               the Temporary Offshore Global Note equal to the amount of such
               decrease and (z) notify DTC in accordance with the procedures of
               DTC that it approves of such transfer.

                    (C) the Temporary Offshore Global Note, and the proposed
          transferee or transferor, as applicable:

                                      -45-
<Page>

                         (i) delivers an Accredited Investor Certificate and, if
               required by the Company, a Non-Registration Opinion and
               Supporting Evidence, or delivers (or is deemed to have delivered
               pursuant to clause (d) above) a Rule 144A Certificate and the
               proposed transferee requests delivery in the form of a U.S.
               Physical Note, then the Note Registrar shall (w) register such
               transfer in the name of such transferee and record the date
               thereof in its books and records, (x) record a decrease in the
               principal amount of the Temporary Offshore Global Note in an
               amount equal to the beneficial interest therein being
               transferred, (y) deliver a new U.S. Physical Note to such
               transferee duly registered in the name of such transferee in
               principal amount equal to the amount of such decrease and (z)
               notify DTC in accordance with the procedures of DTC that it
               approves of such transfer;

                         (ii) delivers (or is deemed to have delivered pursuant
               to clause (d) above) a Rule 144A Certificate and the proposed
               transferee is or is acting through an Agent Member and requests
               that the proposed transferee receive a beneficial interest in the
               U.S. Global Note, then the Note Registrar shall (x) record a
               decrease in the principal amount of the Temporary Offshore Global
               Note in an amount equal to the beneficial interest therein being
               transferred, (y) record an increase in the principal amount of
               the U.S. Global Note equal to the amount of such decrease and (z)
               notify DTC in accordance with the procedures of DTC that it
               approves of such transfer; or

                         (iii) delivers a Regulation S Certificate and the
               proposed transferee is or is acting through an Agent Member and
               requests that the proposed transferee receive a beneficial
               interest in the Temporary Offshore Global Note, then the transfer
               shall be effected in accordance with the procedures of DTC
               therefor; provided, however, that until the Offshore Note
               Exchange Date occurs, beneficial interests in the Temporary
               Offshore Global Note may be held only in or through accounts
               maintained at DTC (or by Agent Members acting for the account
               thereof), and no person shall be entitled to effect any transfer
               or exchange that would result in any such interest being held
               otherwise than in or through such an account.

          (2) If the proposed transfer occurs on or after the Offshore Note
     Exchange Date and the proposed transferor holds:

               (A) a U.S. Physical Note which is surrendered to the Note
          Registrar, and the proposed transferee or transferor, as applicable:

                         (i) delivers an Accredited Investor Certificate and, if
               required by the Company, a Non-Registration Opinion and
               Supporting Evidence, or delivers (or is deemed to have delivered
               pursuant to clause (d) above) a Rule 144A Certificate and the
               proposed transferee requests delivery in the

                                      -46-
<Page>

               form of a U.S. Physical Note, then the procedures set forth in
               Section 312(e)(1)(A)(i) shall apply;

                         (ii) delivers (or is deemed to have delivered pursuant
               to clause (d) above) a Rule 144A Certificate and the proposed
               transferee is or is acting through an Agent Member and requests
               that the proposed transferee receive a beneficial interest in the
               Offshore Global Note, then the procedures set forth in Section
               312(e)(1)(A)(ii) shall apply; or

                         (iii) delivers a Regulation S Certificate, then the
               Note Registrar shall cancel such surrendered U.S. Physical Note
               and at the direction of the transferee, either:

                              (x) register such transfer in the name of such
                    transferee, record the date thereof in its books and records
                    and deliver a new Offshore Physical Note to such transferee
                    in principal amount equal to the principal amount being
                    transferred of such surrendered U.S. Physical Note, or

                              (y) if the proposed transferee is or is acting
                    through an Agent Member, record an increase in the principal
                    amount of the Offshore Global Note equal to the principal
                    amount being transferred of such surrendered U.S. Physical
                    Note and notify DTC in accordance with the procedures of DTC
                    that it approves of such transfer.

               In any of the cases described in this Section 312(e)(2)(A)(i),
               (ii) or (iii)(x), the Note Registrar shall deliver to the
               transferor a new U.S. Physical Note in principal amount equal to
               the principal amount not being transferred of such surrendered
               U.S. Physical Note, as applicable.

               (B) the U.S. Global Note, and the proposed transferee or
          transferor, as applicable:

                         (i) delivers an Accredited Investor Certificate and, if
               required by the Company, a Non-Registration Opinion and
               Supporting Evidence, or delivers (or is deemed to have delivered
               pursuant to clause (d) above) a Rule 144A Certificate and the
               proposed transferee requests delivery in the form of a U.S.
               Physical Note, then the procedures set forth in Section
               312(e)(1)(B)(i) shall apply; or

                         (ii) delivers (or is deemed to have delivered pursuant
               to clause (d) above) a Rule 144A Certificate and the proposed
               transferee is or is acting through an Agent Member and requests
               that the proposed transferee receive a beneficial interest in the
               U.S. Global Note, then the procedures set forth in Section
               312(e)(1)(B)(ii) shall apply; or

                                      -47-
<Page>

                         (iii) delivers a Regulation S Certificate, then the
               Note Registrar shall (x) record a decrease in the principal
               amount of the U.S. Global Note in an amount equal to the
               beneficial interest therein being transferred, (y) notify DTC in
               accordance with the procedures of DTC that it approves of such
               transfer and (z) at the direction of the transferee, either:

                              (x) register such transfer in the name of such
                    transferee, record the date thereof in its books and records
                    and deliver a new Offshore Physical Note to such transferee
                    in principal amount equal to the amount of such decrease, or

                              (y) if the proposed transferee is or is acting
                    through an Agent Member, record an increase in the principal
                    amount of the Offshore Global Note equal to the amount of
                    such decrease.

               (C) an Offshore Physical Note which is surrendered to the Note
          Registrar, and the proposed transferee or transferor, as applicable:

                         (i) delivers (or is deemed to have delivered pursuant
               to clause (d) above) a Rule 144A Certificate and the proposed
               transferee is or is acting through an Agent Member and requests
               delivery in the form of the U.S. Global Note, then the Note
               Registrar shall (x) cancel such surrendered Offshore Physical
               Note, (y) record an increase in the principal amount of the U.S.
               Global Note equal to the principal amount being transferred of
               such surrendered Offshore Physical Note and (z) notify DTC in
               accordance with the procedures of DTC that it approves of such
               transfer;

                         (ii) where the proposed transferee is or is acting
               through an Agent Member, requests that the proposed transferee
               receive a beneficial interest in the Offshore Global Note, then
               the Note Registrar shall (x) cancel such surrendered Offshore
               Physical Note, (y) record an increase in the principal amount of
               the Offshore Global Note equal to the principal amount being
               transferred of such surrendered Offshore Physical Note and (z)
               notify DTC in accordance with the procedures of DTC that it
               approves of such transfer; or

                         (iii) does not make a request covered by Section
               312(e)(2)(C)(i) or Section 312(e)(2)(C)(ii), then the Note
               Registrar shall (x) register such transfer in the name of such
               transferee and record the date thereof in its books and records,
               (y) cancel such surrendered Offshore Physical Note and (z)
               deliver a new Offshore Physical Note to such transferee duly
               registered in the name of such transferee in principal amount
               equal to the principal amount being transferred of such
               surrendered Offshore Physical Note.

                                      -48-
<Page>

          In any of the cases described in this Section 312(e)(2)(C), the Note
          Registrar shall deliver to the transferor a new Offshore Physical Note
          in principal amount equal to the principal amount not being
          transferred of such surrendered Offshore Physical Note, as applicable.

               (D) the Offshore Global Note, and the proposed transferee or
          transferor, as applicable:

               (i) delivers (or is deemed to have delivered pursuant to clause
          (d) above) a Rule 144A Certificate and the proposed transferee is or
          is acting through an Agent Member and requests delivery in the form of
          the U.S. Global Note, then the Note Registrar shall (x) record a
          decrease in the principal amount of the Offshore Global Note in an
          amount equal to the beneficial interest therein being transferred, (y)
          record an increase in the principal amount of the U.S. Global Note
          equal to the amount of such decrease and (z) notify DTC in accordance
          with the procedures of DTC that it approves of such transfer;

               (ii) where the proposed transferee is or is acting through an
          Agent Member, requests that the proposed transferee receive a
          beneficial interest in the Offshore Global Note, then the transfer
          shall be effected in accordance with the procedures of DTC therefor;
          or

               (iii) does not make a request covered by Section 312(e)(2)(D)(i)
          or Section 312(e)(2)(D)(ii), then the Note Registrar shall (w)
          register such transfer in the name of such transferee and record the
          date thereof in its books and records, (x) record a decrease in the
          principal amount of the Offshore Global Note in an amount equal to the
          beneficial interest therein being transferred, (y) deliver a new
          Offshore Physical Note to such transferee duly registered in the name
          of such transferee in principal amount equal to the amount of such
          decrease and (z) notify DTC in accordance with the procedures of DTC
          that it approves of such transfer.

          (f) Execution, Authentication and Delivery of Physical Notes. In any
     case in which the Note Registrar is required to deliver a Physical Note to
     a transferee or transferor, the Company shall execute, and the Trustee
     shall authenticate and make available for delivery, such Physical Note.

          (g) Certain Additional Terms Applicable to Physical Notes. Any
     transferee entitled to receive a Physical Note may request that the
     principal amount thereof be evidenced by one or more Physical Notes in any
     authorized denomination or denominations and the Note Registrar shall
     comply with such request if all other transfer restrictions are satisfied.

          (h) Transfers Not Covered by Section 312(e). The Note Registrar shall
     effect and record, upon receipt of a written request from the Company so to
     do, a transfer not

                                      -49-
<Page>

          otherwise permitted by Section 312(e), such recording to be done in
          accordance with the otherwise applicable provisions of Section 312(e),
          upon the furnishing by the proposed transferor or transferee of a
          Non-Registration Opinion and Supporting Evidence.

          (i) General. By its acceptance of any Note bearing the Private
     Placement Legend, each Holder of such Note acknowledges the restrictions on
     transfer of such Note set forth in this Indenture and in the Private
     Placement Legend and agrees that it will transfer such Note only as
     provided in this Indenture. The Note Registrar shall not register a
     transfer of any Note unless such transfer complies with the restrictions
     with respect thereto set forth in this Indenture. The Note Registrar shall
     not be required to determine (but may rely upon a determination made by the
     Company) the sufficiency or accuracy of any such certifications, legal
     opinions, other information or document.

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

          (j) Private Placement Legend. Upon the transfer, exchange or
     replacement of Notes not bearing the Private Placement Legend, the Note
     Registrar shall deliver Notes that do not bear the Private Placement
     Legend. Upon the transfer, exchange or replacement of Notes bearing the
     Private Placement Legend, the Note Registrar shall deliver only Notes that
     bear the Private Placement Legend unless (i) the circumstances exist
     contemplated by the fourth paragraph of Section 201 (with respect to an
     Offshore Physical Note) or the requested transfer is at least two years
     after the original issue date of the Initial Note (with respect to any
     Physical Note), (ii) there is delivered to the Note Registrar an Opinion of
     Counsel reasonably satisfactory to the Company and the Trustee to the
     effect that neither such legend nor the related restrictions on transfer
     are required in order to maintain compliance with the provisions of the
     Securities Act or (iii) such Notes are exchanged for Exchange Notes
     pursuant to an Exchange Offer; provided, however, that if any such Notes or
     Exchange Notes are delivered by the Note Registrar before the date that is
     four months and one day after the date of original issuance of the Notes or
     Exchange Notes, as applicable, then the Notes or the Exchange Notes shall
     bear the Canadian Legend.

                                      -50-
<Page>

          SECTION 313. Form of Accredited Investor Certificate.
                       ---------------------------------------

                       Transferee Letter of Representation
                       -----------------------------------

CHC HELICOPTER CORPORATION
c/o The Bank of New York
  as Trustee
101 Barclay Street
Floor 21-W, Corporate Trust Administration
New York, NY  10286

Attention: Luis Perez

               Re:  CHC Helicopter Corporation (the "Company")
                    c/o 7 3/8% Senior Subordinated Notes due 2014 (the "Notes")
                    -----------------------------------------------------------

Ladies and Gentlemen:

          In connection with our proposed purchase of U.S.$  aggregate principal
amount of Notes, we confirm that:

          1. We are an institutional "accredited investor" (as defined in Rule
     501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of
     1933, as amended (the "Securities Act")) purchasing for our own account or
     for the account of such an institutional "accredited investor," and we are
     acquiring the Notes for investment purposes and not with a view to, or for
     offer or sale in connection with, any distribution in violation of the
     Securities Act or other applicable securities law and we have such
     knowledge and experience in financial and business matters as to be capable
     of evaluating the merits and risks of our investment in the Notes, and we
     and any accounts for which we are acting are each able to bear the economic
     risk of our or its investment.

          2. We understand and acknowledge that the Notes have not been
     registered under the Securities Act, or any other applicable securities law
     and may not be offered, sold or otherwise transferred except in compliance
     with the registration requirements of the Securities Act or any other
     applicable securities law, or pursuant to an exemption therefrom, and in
     each case in compliance with the conditions for transfer set forth below.
     We agree on our own behalf and on behalf of any investor account for which
     we are purchasing Notes to offer, sell or otherwise transfer such Notes
     prior to the date which is two years after the later of the date of
     original issue and the last date on which the Company or any affiliate of
     the Company was the owner of such Notes (or any predecessor thereto) (the
     "Resale Restriction Termination Date") only (a) to the Company or any
     subsidiary thereof, (b) pursuant to a registration statement which has been
     declared effective under the Securities Act, (c) for so long as the Notes
     are eligible for resale pursuant to Rule 144A under the Securities Act
     ("Rule 144A"), to a person we reasonably believe is a "Qualified
     Institutional Buyer" within the meaning of Rule 144A (a "QIB") that
     purchases for its own account or for the account of a QIB and to whom
     notice is given that

                                      -51-
<Page>

     the transfer is being made in reliance on Rule 144A, (d) pursuant to offers
     and sales to non-U.S. persons that occur outside the United States within
     the meaning of Regulation S under the Securities Act, provided that if the
     Notes are being sold in Canada such sale is exempt from the prospectus
     requirements of applicable provincial securities law, (e) to an
     institutional "accredited investor" within the meaning of subparagraph
     (a)(1), (a)(2),(a)(3) or (a)(7) of Rule 501 under the Securities Act that
     is acquiring the Notes for its own account or for the account of such an
     institutional "accredited investor" for investment purposes and not with a
     view to, or for offer or sale in connection with, any distribution in
     violation of the Securities Act or (f) pursuant to any other available
     exemption from the registration requirements of the Securities Act, subject
     in each of the foregoing cases to any requirement of law that the
     disposition of our property or the property of such investor account or
     accounts be at all times within our or their control and to compliance with
     any applicable state securities laws. The foregoing restrictions on resale
     will not apply subsequent to the Resale Restriction Termination Date. If
     any resale or other transfer of the Notes is proposed to be made pursuant
     to clause (f) above prior to the Resale Restriction Termination Date, the
     transferor shall deliver to the trustee (the "Trustee") under the Indenture
     pursuant to which the Notes are issued a letter from the transferee
     substantially in the form of this letter, which shall provide, among other
     things, that the transferee is a person or entity as defined in paragraph 1
     of this letter and that it is acquiring such Notes for investment purposes
     and not for distribution in violation of the Securities Act. We acknowledge
     that the Company and the Trustee reserve the right prior to any offer, sale
     or other transfer of the Notes pursuant to clauses (d), (e) or (f) above
     prior to the Resale Restriction Termination Date to require the delivery of
     an opinion of counsel, certifications and/or other information satisfactory
     to the Company and the Trustee.

          3. We are acquiring the Notes purchased by us for our own account or
     for one or more accounts as to each of which we exercise sole investment
     discretion.

          4. You and the Company are entitled to rely upon this letter and are
     irrevocably authorized to produce this letter or a copy hereof to any
     interested party in any administrative or legal proceeding or official
     inquiry with respect to the matters covered hereby.

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

                                          Very truly yours,

                                          (Name of Purchaser)

                                          By:
                                             -----------------------------------

                                          Date:
                                               ---------------------------------

          Upon transfer, the Notes should be registered in the name of the new
beneficial owner as follows:

                                      -52-
<Page>

<Table>
<Caption>
Name                     Address                      Taxpayer ID Number
----                     -------                      ------------------
<S>                      <C>                          <C>
</Table>


Date of this Certificate:  __________ __, 200_


         SECTION 314. Form of Regulation S Certificate.
                      --------------------------------

                            Regulation S Certificate

To:  The Bank of New York,
       as Trustee (the "Trustee")
     101 Barclay Street
     Floor 21-W, Corporate Trust Administration
     New York, NY  10286

     Attention:  Luis Perez

             Re:  CHC Helicopter Corporation (the "Company")
                  7 3/8% Senior Subordinated Notes due 2014 (the "Notes")
                  -------------------------------------------------------


Ladies and Gentlemen:

          In connection with our proposed sale of U.S.$   aggregate principal
amount of Notes, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S ("Regulation S") under the Securities Act of 1933,
as amended (the "Securities Act"), and accordingly, we hereby certify as
follows:

          1. The offer of the Notes was not made to a person in the United
     States (unless such person or the account held by it for which it is acting
     is excluded from the definition of "U.S. person" pursuant to Rule 902(o) of
     Regulation S under the circumstances described in Rule 902(i)(3) of
     Regulation S) or specifically targeted at an identifiable group of U.S.
     citizens abroad. If the Notes are being sold in Canada, such sale is exempt
     from the prospectus requirements of applicable provincial securities law.

          2. Either (a) at the time the buy order was originated, the buyer was
     outside the United States or we and any person acting on our behalf
     reasonably believed that the buyer was outside the United States or (b) the
     transaction was executed in, on or through the facilities of a designated
     offshore securities market, and neither we nor any person

                                      -53-
<Page>

     acting on our behalf knows that the transaction was pre-arranged with a
     buyer in the United States.

          3. Neither we, any of our affiliates, nor any person acting on our or
     their behalf has made any directed selling efforts in the United States in
     contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable.

          4. The proposed transfer of Notes is not part of a plan or scheme to
     evade the registration requirements of the Securities Act.

          5. If we are a dealer or a person receiving a selling concession or
     other fee or remuneration in respect of the Notes, and the proposed
     transfer takes place before the Offshore Note Exchange Date referred to in
     the Indenture, dated as of April 27, 2004, among the Company, the
     guarantors thereunder and the Trustee, or we are an officer or director of
     the Company or a distributor, we certify that the proposed transfer is
     being made in accordance with the provisions of Rules 903 and 904(c) of
     Regulation S.

          You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.

                                          Very truly yours,

                                          [NAME OF SELLER]


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:
                                               Address:


Date of this Certificate:  ___________ __, 200_


          SECTION 315. Form of Rule 144A Certificate.
                       -----------------------------


                             Rule 144A Certificate.
                             ---------------------


To:  The Bank of New York
       as Trustee (the "Trustee")
     101 Barclay Street
     Floor 21-W, Corporate Trust Administration
     New York, NY  10286

                                      -54-
<Page>

     Attention:  Luis Perez

          Re:       CHC Helicopter Corporation (the "Company")
                    7 3/8% Senior Subordinated Notes due 2014 (the "Notes")
                    -------------------------------------------------------

Ladies and Gentlemen:

          In connection with our proposed sale of U.S.$    aggregate principal
amount of Notes, we confirm that such sale has been effected pursuant to and in
accordance with Rule 144A ("Rule 144A") under the Securities Act of 1933, as
amended (the "Securities Act"). We are aware that the transfer of Notes to us is
being made in reliance on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. Prior to the date of this Certificate we
have been given the opportunity to obtain from the Company the information
referred to in Rule 144A(d)(4), and have either declined such opportunity or
have received such information.

          You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                          Very truly yours,

                                          [NAME OF SELLER]


                                           By:
                                               --------------------------------
                                               Name:
                                               Title:
                                               Address:

Date of this Certificate:  ___________ __, 200_


          SECTION 316. CUSIP or ISIN Numbers.
                       ---------------------

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

                                      -55-
<Page>

          SECTION 317. Issuance of Additional Notes.
                       ----------------------------

          The Company may, subject to Article Ten of this Indenture, issue
additional Notes having identical terms and conditions to the Initial Notes
issued on the Issue Date (the "Additional Notes"). The Initial Notes issued on
the Issue Date and any Additional Notes subsequently issued shall be treated as
a single class for all purposes under this Indenture. Exchange Notes issued in
exchange for Initial Notes issued on the Issue Date and Exchange Notes issued
for any Additional Notes subsequently issued shall be treated as a single class
for all purposes under this Indenture. The aggregate principal amount of Notes
outstanding at any time is unlimited.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

          SECTION 401. Satisfaction and Discharge of Indenture.
                       ---------------------------------------

          This Indenture shall, upon Company Request, cease to be of further
effect with respect to Notes (except as to any surviving rights of registration
of transfer or exchange of Notes expressly provided for) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when

          (1) either

               (A) all Notes theretofore authenticated and delivered (other than
          (i) Notes which have been destroyed, lost or stolen and which have
          been replaced or paid as provided in Section 306, and (ii) Notes for
          whose payment money has theretofore been deposited in trust with the
          Trustee or any Paying Agent or segregated and held in trust by the
          Company and thereafter repaid to the Company or discharged from such
          trust, as provided in Section 1003) have been delivered to the Trustee
          for cancellation; or

               (B) all Notes and, in the case of (i) or (ii) below, not
          theretofore delivered to the Trustee for cancellation

                    (i) have become due and payable,

                    (ii) will become due and payable at their Stated Maturity
               within one year, or

                    (iii) if redeemable at the option of the Company, are to be
               called for redemption within one year under arrangements
               satisfactory to the Trustee for the giving of notice of
               redemption by the Trustee in the name, and at the expense, of the
               Company,

          and the Company or any Subsidiary Guarantor, in the case of (i), (ii)
          or (iii) above, has irrevocably deposited or caused to be deposited
          with the Trustee as

                                      -56-
<Page>

          trust funds in trust for such purpose an amount sufficient to pay and
          discharge the entire indebtedness on such Notes not theretofore
          delivered to the Trustee for cancellation, for principal of, premium
          and Additional Amounts, if any, and interest on the Notes to the date
          of such deposit (in the case of Notes which have become due and
          payable) or to the Stated Maturity or Redemption Date, as the case may
          be;

          (2) no Default or Event of Default with respect to this Indenture or
     the Notes shall have occurred and be continuing on the date of such deposit
     or shall occur as a result of such deposit and such deposit will not result
     in a breach or violation of, or constitute a default under, any other
     instrument or agreement to which the Company or any Subsidiary Guarantor is
     a party or by which it is bound;

          (3) the Company or any Subsidiary Guarantor has paid or caused to
     be paid all other sums payable hereunder by the Company or any Subsidiary
     Guarantor;

          (4) the Company has delivered irrevocable instructions to the Trustee
     to apply the deposited money toward the payment of such Notes at maturity
     or the Redemption Date, as the case may be; and

          (5) the Company has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture have been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Company to any Authenticating Agent under Section 612 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

          SECTION 402. Application of Trust Money.
                       --------------------------

          Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
applied by the Trustee in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

          If the Trustee or Paying Agent is unable to apply any money in
accordance with Section 401 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and any Subsidiary Guarantor's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 401; provided that if the Company has made any
payment to the Trustee or Paying Agent of principal of, premium, if any, or
interest on any Notes because of the reinstatement of its obligations, the
Trustee or Paying Agent shall promptly

                                      -57-
<Page>

pay any such amount to the Holders, and the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money held
by the Trustee or Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES

          SECTION 501. Events of Default.
                       -----------------

          "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Twelve or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (i) default in the payment of any interest on any Note when it becomes
     due and payable and continuance of such default for a period of 30 days or
     more (whether or not prohibited by the subordination provisions of this
     Indenture);

          (ii) default in the payment of the principal of or premium, if any,
     on any Note when due (whether or not prohibited by the subordination
     provisions of this Indenture);

          (iii) default in the performance, or breach, of the provisions
     described in Article Eight or the failure to make or consummate a Change of
     Control Offer in accordance with the provisions of Section 1013 of this
     Indenture or an Excess Proceeds Offer in accordance with the provisions of
     Section 1014 of this Indenture;

          (iv) default in the performance, or breach, of any covenant or
     agreement of the Company or any Subsidiary Guarantor contained in this
     Indenture or any Guarantee (other than a default in the performance, or
     breach, of a covenant or agreement which is specifically dealt with in
     clause (i), (ii) or (iii) above) and continuance of such default or breach
     for a period of 60 days or more after written notice has been given to the
     Company by the Trustee or to the Company and the Trustee by the holders of
     at least 25% in aggregate principal amount of the Notes then outstanding;

          (v) one or more defaults shall have occurred under any of the
     agreements, indentures or instruments under which the Company, any
     Restricted Subsidiary then has outstanding Indebtedness in excess of
     U.S.$10 million, individually or in the aggregate, and either (a) such
     default results from the failure to pay such Indebtedness at its final
     stated maturity or (b) such default or defaults have resulted in the
     acceleration of the maturity of such Indebtedness;

          (vi) any Guarantee by a Significant Subsidiary ceases to be, or
     shall be asserted in writing by any Subsidiary Guarantor, or any Person
     acting on behalf of any Subsidiary Guarantor, not to be in full force and
     effect (other than by reason of the termina-

                                      -58-
<Page>

     tion of this Indenture or the release of any such Guarantee in accordance
     with this Indenture);

          (vii) one or more final judgments, orders or decrees shall be rendered
     by a court of competent jurisdiction against the Company or any Restricted
     Subsidiary or any of their respective properties for the payment of money,
     either individually or in an aggregate amount, the uninsured portion of
     which is in excess of U.S.$10 million and shall not be discharged and there
     shall have been a period of 60 days or more during which a stay of
     enforcement of such judgment or order, by reason of a pending appeal or
     otherwise, was not in effect;

          (viii) (A) the Company or any of its Significant Subsidiaries pursuant
     to or within the meaning of Bankruptcy Law: (I) commences a voluntary case
     or gives notice of an intention to make a proposal under any Bankruptcy
     Law; (II) consents to the entry of an order for relief against it in an
     involuntary case or consents to its dissolution or winding up in such case;
     (III) consents to the appointment of a Custodian of it or for all or
     substantially all of its property; (IV) makes a general assignment for the
     benefit of its creditors; (V) admits in writing that it is generally not
     paying its debts (other than debts which are the subject of a bona fide
     dispute) as they become due; or (VI) seeks a stay of proceedings against it
     or gives notice of an intention to propose a compromise, arrangement or
     reorganization of any of its debts or obligations under any Bankruptcy Law;
     or

          (B) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that remains unstayed and in effect for 60 days and: (I)
     is for relief against the Company or any of its Significant Subsidiaries in
     an involuntary case; (II) appoints a Custodian of the Company or any of its
     Significant Subsidiaries or for all or substantially all of the property of
     the Company or any of its Significant Subsidiaries; or (III) orders the
     liquidation, dissolution or winding up of the Company or its Significant
     Subsidiaries; or (IV) orders the presentation of any plan or arrangement,
     compromise or reorganization of the Company or its Significan Subsidiaries;
     provided that clauses (I), (II), (III) and (IV) shall not apply to an
     Unrestricted Subsidiary, unless such action or proceeding has a material
     adverse effect on the interests of the Company or any Restricted
     Subsidiary; or

          (ix) (A) any Material Permit expires or is withdrawn, cancelled,
     terminated or (B) any Material Permit is modified in a manner that is
     materially detrimental to the Company and its Restricted Subsidiaries,
     taken as a whole, and, in each case, is not reinstated or replaced within
     45 days thereafter without material impairment to such properties or
     businesses.

          SECTION 502. Acceleration of Maturity; Rescission and Annulment.
                       --------------------------------------------------

          If an Event of Default (other than as specified in clause (viii) of
Section 501 above) shall occur and be continuing, the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Outstanding Notes may,
and the Trustee upon the written request of such Holders, shall, declare the
principal of, premium, if any, and accrued interest on all of the

                                      -59-
<Page>

Outstanding Notes immediately due and payable by written notice to the Company
(and to the Trustee if given by the holders of the Notes), and upon any such
declaration all such amounts shall become immediately due and payable (a) if the
Senior Credit Facility is not in effect, immediately, or (b) if the Senior
Credit Facility is in effect, upon the first to occur of (1) an acceleration
under the Senior Credit Facility or (2) the fifth business day after receipt by
the Company and by the Administrative Agent under the Senior Credit Facility of
written notice of such acceleration of the Notes. If an Event of Default
specified in clause (viii) of Section 501 above occurs and is continuing, then
the principal of, premium, if any, and accrued interest on all of the
Outstanding Notes shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder of
Notes.

          At any time after a declaration of acceleration under this Indenture,
but before a judgment or decree for payment of the money due has been obtained
by the Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Notes, by written notice to the Company and the Trustee, may rescind
such declaration and its consequences if:

          (a) the Company has paid or deposited with the Trustee a sum
     sufficient to pay:

               (i) all overdue interest on all Notes,

               (ii) all unpaid principal of and premium, if any, on any
          Outstanding Notes that has become due otherwise than by such
          declaration of acceleration and interest thereon at the rate borne by
          the Notes,

               (iii) to the extent that payment of such interest is lawful,
          interest upon overdue interest and overdue principal at the rate borne
          by the Notes, and

               (iv) all sums paid or advanced by the Trustee under this
          Indenture and the reasonable compensation, expenses, disbursements and
          advances of the Trustee, its agents and counsel;

          (b) the rescission would not conflict with any judgment or decree of a
     court of competent jurisdiction; and

          (c) all Events of Default, other than the non-payment of amounts of
     principal of, premium, if any, or interest on the Notes that has become due
     solely by such declaration of acceleration, have been cured or waived.

          No such rescission shall affect any subsequent default or impair any
right consequent thereon.

          SECTION 503. Collection of Indebtedness and Suits for
                       Enforcement by Trustee.
                       ----------------------

          The Company covenants that if

                                      -60-
<Page>

          (1) default is made in the payment of any installment of interest on
     any Note when such interest becomes due and payable and such default
     continues for a period of 30 days, or

          (2) default is made in the payment of the principal of (or premium, if
     any, on) any Note at the Maturity thereof,

then the Company will, upon demand of the Trustee, pay to the Trustee for the
benefit of the Holders of such Notes, the whole amount then due and payable on
such Notes for principal (and premium, if any) and interest, and interest on any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installment of interest,
at the rate borne by such Notes, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any Subsidiary Guarantor (in accordance with the
applicable Guarantee) or any other obligor upon such Notes and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company, any Subsidiary Guarantor or any other obligor upon
such Notes, wherever situated.

          If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders under this Indenture or the Guarantees by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, including seeking recourse against any Subsidiary Guarantor,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy, including, without limitation, seeking recourse against
any Subsidiary Guarantor.

          If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum due to the holders of any Notes in any currency (the
"Original Currency") into another currency (the "Other Currency"), the parties
agree, to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which, in accordance with normal banking
procedures, the Trustee could purchase the Original Currency with the Other
Currency on the Business Day preceding the day on which final judgment is given
or, if permitted by applicable law, on the day on which the judgment is paid or
satisfied.

          The obligations of the Company and each Subsidiary Guarantor in
respect of any sum due in the Original Currency from the Company or such
Subsidiary Guarantor to the Holders of any Notes shall, notwithstanding any
judgment in any Other Currency, be discharged only to the extent that on the
Business Day following receipt by the Trustee of any sum adjudged to be so due
in the Other Currency, the Trustee may, in accordance with normal banking
procedures, purchase the Original Currency with such Other Currency. If the
amount of the Original Currency so purchased is less than the sum originally due
to the Holders in the Original Cur-

                                      -61-
<Page>

rency, the Company and each Subsidiary Guarantor agrees, as a separate
obligation and notwithstanding the judgment, to indemnify the Holders against
any loss, and, if the amount of the Original Currency so purchased exceeds the
sum originally due to such Holders, the Trustee shall remit such excess to the
Company.

          SECTION 504. Trustee May File Proofs of Claim.
                       --------------------------------

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor, including any
Subsidiary Guarantor, upon the Notes or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal, premium, if any,
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

          (i) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Notes, to
     take such other actions (including participating as a member, voting or
     otherwise, of any official committee of creditors appointed in such matter)
     and to file such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of such Holders, vote for the election of a trustee in
bankruptcy or other similar official.

          SECTION 505. Trustee May Enforce Claims Without
                       Possession of Notes.
                       -------------------

          All rights of action and claims under this Indenture, the Notes or the
Guarantees may be prosecuted and enforced by the Trustee without the possession
of any of the Notes or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the

                                      -62-
<Page>

Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Notes in respect
of which such judgment has been recovered.

          SECTION 506. Application of Money Collected.
                       ------------------------------

          Subject to Article Twelve, any money collected by the Trustee pursuant
to this Article shall be applied, subject to applicable law, in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Notes and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:

          First: To the payment of all amounts due the Trustee under
     Section 607;

          Second: To the payment of the amounts then due and unpaid for
     principal of (and premium, if any, on) and interest on the Notes in respect
     of which or for the benefit of which such money has been collected,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on such Notes for principal (and premium, if any)
     and interest, respectively; and

          Third: The balance, if any, to the Person or Persons entitled thereto,
     including the Company or any other obligor on the Notes, as their interests
     may appear or as a court of competent jurisdiction may direct; provided
     that all sums due and owing to the Holders and the Trustee have been paid
     in full as required by this Indenture.

          SECTION 507. Limitation on Suits.
                       -------------------

          No Holder of any Note shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default;

          (2) the Holders of not less than 25% in aggregate principal amount of
     the Outstanding Notes shall have made a written request to the Trustee to
     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;

          (3) such Holder or Holders have offered to the Trustee indemnity
     reasonably satisfactory to it against the costs, expenses and liabilities
     to be incurred in compliance with such request;

          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

                                      -63-
<Page>

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Notes;

it being understood and intended that no Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this
Indenture, any Note or any Guarantee to affect, disturb or prejudice the rights
of any other Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture, any
Note or any Guarantee, except in the manner herein provided and for the equal
and ratable benefit of all Holders.

          SECTION 508. Unconditional Right of Holders to Receive Principal,
                       Premium and Interest.
                       --------------------

          Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment, as provided herein (including, if applicable, Article Eleven) of the
principal of (and premium, if any, on) and (subject to Section 307) interest on,
such Note on the respective Stated Maturities expressed in such Note (or, in the
case of redemption or repurchase, on the Redemption Date or repurchase date,
respectively) and to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder; provided,
however, that such rights shall be subject to the subordination provisions
contained in Articles Twelve and Thirteen of this Indenture.

          SECTION 509. Restoration of Rights and Remedies.
                       ----------------------------------

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture or any Guarantee and such proceeding
has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case, subject
to any determination in such proceeding, the Company, any Subsidiary Guarantor,
any other obligor on the Notes, the Trustee and the Holders of Notes shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

          SECTION 510. Rights and Remedies Cumulative.
                       ------------------------------

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders of Notes is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

                                      -64-
<Page>

          SECTION 511. Delay or Omission Not Waiver.
                       ----------------------------

          No delay or omission of the Trustee or of any Holder of any Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

          SECTION 512. Control by Holders.
                       ------------------

          The Holders of not less than a majority in aggregate principal amount
of the Outstanding Notes shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, provided that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture,

          (2) subject to Section 315 of the TIA, the Trustee may take any other
     action deemed proper by the Trustee which is not inconsistent with such
     direction, and

          (3) the Trustee need not take any action which might involve it in
personal liability or that the Trustee determines in good faith is unjustly
prejudicial to the Holders of Notes not consenting, it being understood that,
subject to Section 601, the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unjustly prejudicial to such holders.

          SECTION 513. Waiver of Past Defaults.
                       -----------------------

          Subject to Sections 508, 902 and the last paragraph of Section 502,
the Holders of not less than a majority in aggregate principal amount of the
Outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes) may on behalf of the Holders of all the Notes
waive any past default hereunder and its consequences under this Indenture or
any Guarantee, except a default

          (1) in respect of the payment of the principal of (or premium, if any,
     on) or interest on any Note, or

          (2) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Note affected.

          Upon any such waiver, any such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture and the Guarantees; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereon.

                                      -65-
<Page>

                                   ARTICLE SIX

                                   THE TRUSTEE

          SECTION 601. Certain Duties and Responsibilities.
                       -----------------------------------

          (a) Except during the continuance of a Default or an Event of Default,

          (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture, and no implied covenants
     or obligations shall be read into this Indenture against the Trustee; and

          (2) in the absence of bad faith or willful misconduct on its part, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture; but in the case of any such certificates or opinions, the
     Trustee shall be under a duty to examine the same to determine whether or
     not they conform to the requirements of this Indenture, but not to verify
     the contents thereof.

          (b) In case a Default or an Event of Default has occurred and is
continuing of which a responsible officer of the Trustee has actual knowledge or
of which written notice of such Default or Event of Default shall have been
given to the Trustee by the Company, any other obligor of the Notes or by any
Holder, the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

          (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

          (1) this paragraph (c) shall not be construed to limit the effect of
     paragraph (a) of this Section;

          (2) the Trustee shall not be liable for any error of judgment made in
     good faith by a responsible officer, unless it shall be proved that the
     Trustee was negligent in ascertaining the pertinent facts;

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of a majority in aggregate principal amount of the
     Outstanding Notes relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Indenture; and

          (4) no provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers, if it shall have reason-

                                      -66-
<Page>

     able grounds for believing that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured to it.

          (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

          SECTION 602. Notice of Defaults.
                       ------------------

          Within 90 days after the occurrence of any Default or Event of Default
hereunder, the Trustee shall transmit, in the manner and to the extent provided
in TIA Section 313(c), notice of such Default or Event of Default hereunder
known to the Trustee, unless such Default or Event of Default shall have been
cured or waived; provided, however, that, except in the case of a Default or
Event of Default in the payment of the principal of (or premium, if any, on) or
interest on any Note, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or responsible officers of the Trustee in good faith
determine that the withholding of such notice is in the interest of the Holders.

          SECTION 603. Certain Rights of Trustee.
                       -------------------------

          Subject to the provisions of Section 601 hereto and TIA Sections
315(a) through 315(d) (determined as if the TIA were applicable to this
Indenture at all times):

          (1) the Trustee may conclusively rely and shall be protected in acting
     or refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document believed by it to be genuine and to have been signed or presented
     by the proper party or parties;

          (2) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

          (3) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, request and rely upon an Officer's Certificate;

          (4) before the Trustee acts or refrains from acting, the Trustee may
     consult with counsel of its selection and the advice of such counsel or any
     Opinion of Counsel shall be full and complete authorization and protection
     in respect of any action taken, suffered or omitted by it hereunder in good
     faith and in reliance thereon;

          (5) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the holders of Notes pursuant to this Indenture, unless such
     holders shall have offered to the Trustee se-

                                      -67-
<Page>

     curity or indemnity reasonably satisfactory to it against the costs,
     expenses and liabilities which might be incurred by it in compliance with
     such request or direction;

          (6) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney at the sole cost of the Company
     and shall incur no liability or additional liability of any kind by reason
     of such inquiry or investigation;

          (7) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder;

          (8) the Trustee shall not be liable for any action taken, suffered or
     omitted by it in good faith and believed by it to be authorized or within
     the discretion or rights or powers conferred upon it by this Indenture,
     other than any liabilities arising out of the negligence, bad faith or
     willful misconduct of the Trustee;

          (9) the Trustee shall not be required to give any bond or surety in
     respect of the performance of its powers and duties hereunder;

          (10) the permissive rights of the Trustee to do things enumerated in
     this Indenture shall not be construed as a duty;

          (11) except for a default under Section 501(i) or (ii) hereof, or any
     other event of which the Trustee has "actual knowledge" and which event,
     with the giving of notice or the passage of time or both, would constitute
     an Event of Default under this Indenture, the Trustee shall not be deemed
     to have notice of any default or Event of Default unless specifically
     notified in writing of such event by the Company or the Holders of not less
     than 25% in aggregate principal amount of the Outstanding Notes; as used
     herein, the term "actual knowledge" means the actual fact or statement of
     knowing, without any duty to make any investigation with regard thereto;

          (12) the rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee in
     each of its capacities hereunder, and to each agent, custodian and other
     Person employed to act hereunder; and

          (13) the Trustee may request that the Company deliver an Officer's
     Certificate setting forth the names of individuals and/or titles of
     officers authorized at such time to take specified actions pursuant to this
     Indenture, which Officer's Certificate may be

                                      -68-
<Page>

     signed by any person authorized to sign an Officer's Certificate, including
     any person specified as so authorized in any such certificate previously
     delivered and not superseded.

          The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

          SECTION 604.  Trustee Not Responsible for Recitals or
                        Issuance of Notes.
                        -----------------

          The recitals contained herein and in the Notes, except for the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Notes, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Notes and perform its obligations hereunder. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Notes or the proceeds thereof.

          SECTION 605.  May Hold Notes.
                        --------------

          The Trustee, any Authenticating Agent, any Paying Agent, any Note
Registrar or any other agent of the Company or of the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes and, subject to
TIA Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Note Registrar or such other agent.

          SECTION 606.  Money Held in Trust.
                        -------------------

          (a) All money received by the Trustee shall, until used or applied as
herein provided, be held in trust hereunder for the purposes for which they were
received. Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder unless
agreed to in writing by the Company.

          (b) In connection with the satisfaction and discharge of this
Indenture all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon written demand of the Company, be paid to the Trustee, or
if sufficient moneys have been deposited pursuant to Section 1405, to the
Company upon a request of the Company (or, if such moneys had been deposited by
the Subsidiary Guarantors, to such Subsidiary Guarantors), and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys.

          (c) Any moneys deposited with the Trustee or any Paying Agent or then
held by the Company or the Subsidiary Guarantors in trust for the payment of the
principal of, or premium, if any, or interest on any Note that are not applied
but remain unclaimed by the Holder of such Note for two years after the date
upon which the principal of, or premium, if any, or interest

                                      -69-
<Page>

terest on such Note shall have respectively become due and payable shall be
repaid to the Company (or, if appropriate, the Subsidiary Guarantors) upon a
request of the Company, or if such moneys are then held by the Company or the
Subsidiary Guarantors in trust, such moneys shall be released from such trust;
and the Holder of such Note entitled to receive such payment shall thereafter,
as an unsecured general creditor, look only to the Company and the Subsidiary
Guarantors for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided
that the Trustee or any such Paying Agent, before being required to make any
such repayment, may, at the expense of the Company and the Subsidiary
Guarantors, either mail to each Holder affected, at the address shown in the
register of the Notes maintained by the Registrar pursuant to Section 2.05, or
cause to be published once a week for two successive weeks, in a newspaper
published in the English language, customarily published each Business Day and
of general circulation in the City of New York, New York, a notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such mailing or publication, any
unclaimed balance of such moneys then remaining will be repaid to the Company.
After payment to the Company or the Subsidiary Guarantors or the release of any
money held in trust by the Company or any Subsidiary Guarantors, as the case may
be, Holders entitled to the money must look only to the Company and the
Subsidiary Guarantors for payment as general creditors unless applicable
abandoned property law designates another Person.

          SECTION 607.  Compensation and Reimbursement.
                        ------------------------------

          The Company agrees:

          (1) to pay to the Trustee from time to time such compensation as shall
     be agreed in writing between the Company and the Trustee for all services
     rendered by it hereunder (which compensation shall not be limited by any
     provision of law in regard to the compensation of a trustee of an express
     trust);

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel and costs and expenses of
     collection), except any such expense, disbursement or advance as may be
     attributable to its negligence or bad faith or willful misconduct; and

          (3) to indemnify each of the Trustee or any predecessor Trustee and
     its agents for, and to hold it harmless against, any and all loss,
     liability, damage, claim or expense, including taxes (other than taxes
     based on the income of the Trustee) incurred without negligence, bad faith
     or willful misconduct on its part, arising out of or in connection with the
     acceptance or administration of this Indenture or the trusts hereunder,
     including the costs and expenses of defending itself against, or
     investigating, any claim or liability in connection with the exercise or
     performance of any of its powers or duties hereunder.

          The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and

                                      -70-
<Page>

hold harmless the Trustee shall constitute additional indebtedness hereunder and
shall survive the satisfaction and discharge of this Indenture. As security for
the performance of such obligations of the Company, the Trustee shall have a
claim prior to the Notes upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of (and
premium, if any, on) or interest on particular Notes.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(8) or Section 501(9), the
expenses (including the reasonable charges and expenses of its counsel) of and
the compensation of the Trustee for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

          The provisions of this Section shall survive the termination of this
Indenture.

          SECTION 608.  Corporate Trustee Required; Eligibility.
                        ---------------------------------------

          There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and which shall have an
office in The City of New York, and shall have a combined capital and surplus of
at least U.S.$50,000,000. If the Trustee does not have an office in The City of
New York, the Trustee may appoint an agent in The City of New York reasonably
acceptable to the Company to conduct any activities which the Trustee may be
required under this Indenture to conduct in The City of New York. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

          SECTION 609.  Resignation and Removal; Appointment of Successor.
                        -------------------------------------------------

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 610.

          (b) The Trustee may resign at any time with respect to the Notes by
giving written notice thereof to the Company. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee by written
instrument executed by authority of the Board of Directors, a copy of which
shall be delivered to the resigning Trustee and a copy to the successor trustee.
If the instrument of acceptance by a successor Trustee required by Section 610
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may at the expense of the
Company petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Notes.

          (c) The Trustee may be removed at any time with respect to the Notes
by Act of the Holders of not less than a majority in principal amount of the
Outstanding Notes, delivered to the Trustee and to the Company. If the
instrument of acceptance by a successor Trustee re-

                                      -71-
<Page>

quired by Section 610 shall not have been delivered to the Trustee within 30
days after the giving of such notice of removal, the Trustee being removed may
at the expense of the Company petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Notes.

          (d) If at any time:

          (1) the Trustee shall fail to comply with the provisions of TIA
     Section 310(b) after written request therefor by the Company or by any
     Holder who has been a bona fide Holder of a Note for at least six months,
     or

          (2) the Trustee shall cease to be eligible under Section 608 and shall
     fail to resign after written request therefor by the Company or by any
     Holder who has been a bona fide Holder of a Note for at least six months,
     or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a Custodian of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Notes, or (ii) subject to TIA Section 315(e), any
Holder who has been a bona fide Holder of a Note for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Notes
and the appointment of a successor Trustee or Trustees.

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Notes, the Company, by a Board Resolution, shall promptly appoint
a successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Notes shall be appointed by Act of the Holders of a majority in
aggregate principal amount of the Outstanding Notes delivered to the Company and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment, become the successor Trustee with respect to
the Notes and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Notes shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Note for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Notes.

          (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Notes and each appointment of a successor
Trustee with respect to the Notes to the Holders of Notes in the manner provided
for in Section 106. Each notice shall include the name of the successor Trustee
with respect to the Notes and the address of its Corporate Trust Office.

                                      -72-
<Page>

          SECTION 610.  Acceptance of Appointment by Successor.
                        --------------------------------------

          (a) Each successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

          (b) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) of this Section.

          (c) No successor Trustee shall accept its appointment unless at the
time of such acceptance, such successor Trustee shall be qualified and eligible
under this Article.

          SECTION 611.  Merger, Conversion, Consolidation or
                        Succession to Business.
                        ----------------------

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Notes shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes. In case at that time
any of the Notes shall not have been authenticated, any successor Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor Trustee. In all such cases such certificates shall
have the full force and effect which this Indenture provides that the
certificate of authentication of the Trustee shall have; provided, however, that
the right to adopt the certificate of authentication of any predecessor Trustee
or to authenticate Notes in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

          SECTION 612.  Appointment of Authenticating Agent.
                        -----------------------------------

          At any time when any of the Notes remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to the Notes which shall
be authorized to act on behalf of the Trustee to authenticate Notes and the
Trustee shall give written notice of such appointment to all Holders of Notes
with respect to which such Authenticating Agent will serve, in

                                      -73-
<Page>

the manner provided for in Section 106. Notes so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a responsible officer
of the Trustee, and a copy of such instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Notes by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than U.S.$50,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect specified in this
Section.

          Any Person into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such Person shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

          An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of Notes, in the manner provided for in Section
106. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

          The Company agrees to pay to each Authenticating Agent from time to
time such compensation for its services under this Section as shall be agreed in
writing between the Company and such Authenticating Agent.

                                      -74-
<Page>

          If an appointment is made pursuant to this Section, the Notes may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

          This is one of the Notes designated therein referred to in the
within-mentioned Indenture.

                                           THE BANK OF NEW YORK
                                              as Trustee


                                            By:
                                               --------------------------------
                                               as Authenticating Agent


                                            By:
                                               --------------------------------
                                               Authorized Signatory


          SECTION 613.  Appointment of Co-Trustee.
                        -------------------------

          (a) It is the purpose of this Indenture that there shall be no
violation of any law of any jurisdiction (including particularly the laws of
Canada) denying or restricting the right of banking corporations or associations
to transact business as trustee in such jurisdiction. It is recognized that in
case of litigation under this Indenture, and in particular in case of the
enforcement thereof on default, or in the case the Trustee deems that by reason
of any present or future law of any jurisdiction it may not exercise any of the
powers, rights or remedies herein granted to the Trustee or hold title to the
properties, in trust, as herein granted or take any action which may be
desirable or necessary in connection therewith, it may be necessary that the
Trustee appoint an individual or institution as a separate or co-trustee,
subject to the approval of the Company, which approval shall not be unreasonably
withheld. The following provisions of this Section are adopted to these ends.

          In the event that the Trustee appoints an additional individual or
institution as a separate or co-trustee, each and every remedy, power, right,
claim, demand, cause of action, immunity, estate, title, interest and lien
expressed or intended by this Indenture to be exercised by or vested in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in
such separate or co-trustee but only to the extent necessary to enable such
separate or co-trustee to exercise such powers, rights and remedies, and only to
the extent that the Trustee by the laws of any jurisdiction (including
particularly Canada) is incapable of exercising such powers, rights and remedies
or the co-trustee is otherwise required under the laws of such jurisdiction and
every covenant and obligation necessary to the exercise thereof by such separate
or co-trustee shall run to and be enforceable by either of them.

          Should any instrument in writing from the Company be required by the
separate or co-trustee so appointed by the Trustee for more fully and certainly
vesting in and confirming to him or it such properties, rights, powers, trusts,
duties and obligations, any and all such in-

                                      -75-
<Page>

struments in writing shall, on written request, be executed, acknowledged and
delivered by the Company; provided that the Company does not execute any such
instrument within fifteen days after request therefor, the Trustee shall be
empowered as an attorney-in-fact for the Company to execute any such instrument
in the Company's name and stead. In case any separate or co-trustee or a
successor to either shall die, become incapable of acting, resign or be removed,
all the estates, properties, rights, powers, trusts, duties and obligations of
such separate or co-trustee, as far as permitted by law, shall vest in and be
exercised by the Trustee until the appointment of a new trustee or successor to
such separate or co-trustee.

          (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

          (i) all rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed upon and exercised or
     performed by the Trustee and such separate trustee or co-trustee jointly
     (it being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Trustee joining in such act),
     except to the extent that under any law of any jurisdiction in which any
     particular act or acts are to be performed the Trustee shall be incompetent
     or unqualified to perform such act or acts, in which event such rights,
     powers, duties and obligations (including the holding of title to property
     held in trust or any portion thereof in any such jurisdiction) shall be
     exercised and performed singly by such separate trustee or co-trustee, but
     solely at the direction of the Trustee;

          (ii) no trustee hereunder shall be personally liable by reason of any
     act or omission of any other trustee hereunder; and

          (iii) the Trustee may at any time accept the resignation of or remove
     any separate trustee or co-trustee.

          (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Indenture and the conditions
of this Article Six. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct
of, affecting the liability of, or affording protection or rights (including the
rights to compensation, reimbursement and indemnification hereunder) to, the
Trustee. Every such instrument shall be filed with the Trustee.

          (d) Any separate trustee or co-trustee may at any time constitute the
Trustee its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

                                      -76-
<Page>

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 701. Company to Furnish Trustee Names and Addresses.
                       ----------------------------------------------

          The Company will furnish or cause to be furnished to the Trustee

          (a) semiannually, not more than 10 days after each Regular Record
     Date, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of such Regular Record Date; and

          (b) at such other times as the Trustee may reasonably request in
     writing, within 30 days after receipt by the Company of any such request, a
     list of similar form and content to that in subsection (a) hereof as of a
     date not more than 15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Note
Registrar, no such list need be furnished.

          SECTION 702.  Disclosure of Names and Addresses of Holders.
                        --------------------------------------------

          Every Holder of Notes, by receiving and holding the same, agrees with
the Company and the Trustee that none of the Company or the Trustee or any agent
of either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance with
TIA Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under TIA Section 312(b).

          SECTION 703.  Reports by Trustee.
                        ------------------

          Within 60 days after May 15 of each year commencing with the first May
15 after the first issuance of Notes pursuant to this Indenture, the Trustee
shall transmit to the Holders of Notes (with a copy to the Company at the Place
of Payment), in the manner and to the extent provided in TIA Section 313(c), a
brief report dated as of such May 15 if required by TIA Section 313(a).

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          SECTION 801.  Company May Consolidate, Etc., Only
                        on Certain Terms.
                        ----------------

          The Company will not, in a single transaction or through a series of
transactions, consolidate or amalgamate with or merge with or into any other
Person or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any

                                      -77-
<Page>

other Person or Persons or permit any of its Restricted Subsidiaries to enter
into any such transaction or series of transactions if such transaction or
series of related transactions, in the aggregate, would result in the sale,
assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company and its Restricted
Subsidiaries on a consolidated basis to any other Person or Persons, unless at
the time and immediately after giving effect thereto:

          (i) either (a) the Company will be the continuing corporation or (b)
     the Person (if other than the Company) formed by such consolidation or into
     which the Company or such Restricted Subsidiary is merged or the Person
     that acquires by sale, assignment, conveyance, transfer, lease or
     disposition all or substantially all the properties and assets of the
     Company and its Restricted Subsidiaries on a consolidated basis (the
     "Surviving Entity"):

               (1) will be a corporation duly organized and validly existing
          under the laws of Canada or any province or territory thereof or the
          United States of America, any state thereof or the District of
          Columbia, and

               (2) will expressly assume, by a supplemental indenture in form
          reasonably satisfactory to the Trustee, the Company's obligations
          under the Notes and this Indenture and the Registration Rights
          Agreement will remain in full force and effect as so supplemented;

          (ii) immediately before and immediately after giving effect to such
     transaction or series of transactions on a pro forma basis (and treating
     any obligation of the Company or any Restricted Subsidiary incurred in
     connection with or as a result of such transaction or series of
     transactions as having been incurred at the time of such transaction), no
     Default or Event of Default will have occurred and be continuing;

          (iii) immediately before and immediately after giving effect to such
     transaction or series of transactions on a pro forma basis (on the
     assumption that the transaction or series of transactions occurred on the
     first day of the four-quarter period immediately prior to the consummation
     of such transaction or series of transactions with the appropriate
     adjustments with respect to the transaction or series of transactions being
     included in such pro forma calculation), the Company (or the Surviving
     Entity if the Company is not the continuing obligor under this Indenture)
     could incur at least U.S.$1.00 of additional Indebtedness (other than
     Permitted Indebtedness) under the provisions of Section 1008 of this
     Indenture;

          (iv) each Subsidiary Guarantor, if any, unless it is the other party
     to the transactions described above, will have by supplemental indenture
     confirmed that its Guarantee will apply to such Person's obligations under
     this Indenture and the Notes;

          (v) if any of the property or assets of the Company or any of its
     Restricted Subsidiaries would thereupon become subject to any Lien, the
     provisions of Section 1012 of this Indenture are complied with; and

                                      -78-
<Page>

          (vi) the Company or the Surviving Entity will have delivered to the
     Trustee, in form and substance satisfactory to the Trustee, an Officer's
     Certificate (attaching the authentic computations to demonstrate compliance
     with clauses (iii) and (iv) above) and an Opinion of Counsel, each stating
     that such consolidation, merger, amalgamation, sale, assignment,
     conveyance, transfer, lease or other disposition, and if a supplemental
     indenture is required in connection with such transaction, such
     supplemental indenture, comply with the requirements of this Indenture and
     that all conditions precedent therein provided for relating to such
     transaction have been complied with.

          SECTION 802.  Subsidiary Guarantors May Consolidate, Etc.,
                        Only on Certain Terms.
                        ---------------------

          Each Subsidiary Guarantor, if any (other than any Restricted
Subsidiary whose Guarantee is being released pursuant to the provisions under
Section 1016 of this Indenture as a result of such transaction) will not, and
the Company will not permit a Subsidiary Guarantor to, in a single transaction
or through a series of transactions, consolidate or amalgamate with or merge
with or into any other Person (other than the Company or any other Subsidiary
Guarantor) or sell, assign, convey, transfer, lease or otherwise dispose of all
or substantially all of its properties and assets to any other Person or Persons
(other than the Company or any other Subsidiary Guarantor) or permit any of its
Restricted Subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of related transactions, in the
aggregate, would result in the sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of such
Subsidiary Guarantor and its Restricted Subsidiaries on a consolidated basis to
any other Person or Persons (other than the Company or any other Subsidiary
Guarantor), unless at the time and after giving effect thereto:

          (a) either (i) such Subsidiary Guarantor will be the continuing
     corporation or (ii) the Person (if other than such Subsidiary Guarantor)
     formed by such consolidation or into which such Subsidiary Guarantor or its
     Restricted Subsidiary is merged or the Person that acquires by sale,
     assignment, conveyance, transfer, lease or disposition all or substantially
     all of the properties and assets of such Subsidiary Guarantor and its
     Restricted Subsidiaries on a consolidated basis (the "Surviving Guarantor
     Entity"):

               (A) will be a corporation duly organized and validly existing
          under the laws of Canada or any province or territory thereof or the
          United States of America, any state thereof or the District of
          Columbia or the United Kingdom or any component country thereof or the
          laws of the jurisdiction in which such Subsidiary Guarantor was
          organized; and

               (B) will expressly assume by a supplemental indenture in form
          satisfactory to the Trustee, all the obligations of such Subsidiary
          Guarantor under its Guarantee of the Notes and this Indenture;

          (b) immediately before and immediately after giving effect to such
     transaction or series of transactions on a pro forma basis (and treating
     any obligation of the Subsidiary Guarantor, the Company or any Restricted
     Subsidiary incurred in connection with or

                                      -79-
<Page>

     as a result of such transaction or series of transactions as having been
     incurred at the time of such transaction), no Default or Event of Default
     will have occurred and be continuing; and

          (c) such Subsidiary Guarantor or the Surviving Guarantor Entity will
     have delivered to the Trustee, in form and substance satisfactory to the
     Trustee, an Officer's Certificate and an Opinion of Counsel, each stating
     that such consolidation, amalgamation, merger, sale, assignment,
     conveyance, transfer, lease or disposition and such supplemental indenture
     comply with the requirements of this Indenture and that all conditions
     precedent therein provided for relating to such transaction have been
     complied with.

          SECTION 803. Successor Substituted.
                       ---------------------

          Upon any consolidation, amalgamation or merger, or any sale,
assignment, conveyance, transfer, lease or disposition of all or substantially
all of the properties and assets of the Company or any Subsidiary Guarantor in
accordance with the immediately preceding paragraphs in which the Company or a
Subsidiary Guarantor, as the case may be, is not the continuing obligor under
this Indenture or the Subsidiary Guarantee, as the case may be, the Surviving
Entity or the Surviving Guarantor Entity, as the case may be, shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture or the Subsidiary Guarantor under a Guarantee, as the case
may be, with the same effect as if such successor had been named as the Company
or the Subsidiary Guarantor therein. When a successor assumes all the
obligations of its predecessor under this Indenture, the Notes or a Guarantee,
as the case may be, the predecessor shall be released from those obligations;
provided that, in the case of a transfer by lease, the predecessor shall not be
released from the payment of principal and interest on the Notes or a Guarantee,
as the case may be.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

          SECTION 901. Supplemental Indentures Without Consent of Holders.
                       --------------------------------------------------

          Without the consent of any Holders, the Company, any Subsidiary
Guarantor and any other obligor under the Notes, when authorized by or pursuant
to a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:

          (1) to evidence the succession of another Person to the Company, a
     Subsidiary Guarantor or any other obligor on the Notes, and the assumption
     by any such successor of the covenants of the Company or such obligor or
     Subsidiary Guarantor contained herein and in the Notes and in any Guarantee
     in accordance with Article Eight;

          (2) to add to the covenants of the Company, any Subsidiary Guarantor
     or any other obligor upon the Notes for the benefit of the Holders or to
     surrender any right or power conferred upon the Company, or any Subsidiary
     Guarantor or any other obligor on the Notes, as applicable, herein, in the
     Notes or in any Guarantee;

                                      -80-
<Page>

          (3) to cure any ambiguity, or to correct or supplement any provision
     herein, in the Notes or in any Guarantee which may be defective or
     inconsistent with any other provision herein, in the Notes or in any
     Guarantee or to make any other provisions with respect to matters or
     questions arising under this Indenture, the Notes or any Guarantee;
     provided that, in each case, such provisions shall not adversely affect the
     interests of the Holders;

          (4) to comply with the requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the TIA;

          (5) to add a Subsidiary Guarantor under this Indenture;

          (6) to evidence and provide for the acceptance of the appointment of a
     successor Trustee under this Indenture; or

          (7) to mortgage, pledge, hypothecate or grant a security interest in
     favor of the Trustee for the benefit of the Holders as additional security
     for the payment and performance of the Company's and any Subsidiary
     Guarantor's obligations under this Indenture, in any property, or assets,
     including any of which are required to be mortgaged, pledged or
     hypothecated, or in which a security interest is required to be granted to
     the Trustee pursuant to this Indenture or otherwise.

          SECTION 902.  Supplemental Indentures with Consent of Holders.
                        -----------------------------------------------

          With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Notes that are affected thereby, by Act of
said Holders delivered to the Company, the Subsidiary Guarantors and the
Trustee, the Company and the Subsidiary Guarantors, when authorized by or
pursuant to their respective Board Resolutions, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of Notes
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Note affected
thereby,

          (1) change the Stated Maturity of the principal of, or any installment
     of interest on, any Note, or reduce the principal amount thereof or the
     rate of interest thereon or any premium payable upon the redemption thereof
     or waive a default in the payment of the principal of and premium, if any,
     or interest on any such Note, or change the coin or currency in which the
     principal of any Note or any premium or the interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     after the Stated Maturity thereof (or, in the case of redemption, on or
     after the Redemption Date);

          (2) amend, change or modify any of the provisions of Section 1013 or,
     after the occurrence of a Change in Control, Section 1014, including any
     definitions relating thereto in any manner materially adverse to the
     Holders;

                                      -81-
<Page>

          (3) reduce the percentage in principal amount of Outstanding Notes,
     the consent of whose Holders is required for any such supplemental
     indenture or the consent of whose Holders is required for any waiver of
     compliance with certain provisions of this Indenture or certain defaults
     hereunder and their consequences provided for in this Indenture;

          (4) modify any provisions of this Section, Section 1021 or Section
     513, except to increase the percentage in principal amount of the
     Outstanding Notes required to take any of the actions described therein or
     to provide that certain other provisions of this Indenture cannot be
     modified or waived without the consent of the Holder of each Outstanding
     Note affected thereby;

          (5) except as otherwise permitted under Article Eight, consent to the
     assignment or transfer by the Company or any Subsidiary Guarantor of any of
     their rights or obligations under this Indenture;

          (6) release any Guarantee except in compliance with this Indenture; or

          (7) amend or modify any of the provisions of this Indenture or the
     related definitions relating to the subordination or ranking of the Notes
     or any Guarantees in any manner adverse to the Holders.

          SECTION 903. Execution of Supplemental Indentures.
                       ------------------------------------

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to TIA Sections 315(a) through 315(d) and Section 602 hereof) shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

          SECTION 904. Effect of Supplemental Indentures.
                       ---------------------------------

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

          SECTION 905. Conformity with Trust Indenture Act.
                       -----------------------------------

          Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the TIA as then in effect.

                                      -82-
<Page>

          SECTION 906. Reference in Notes to Supplemental Indentures.
                       ---------------------------------------------

          Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Notes.

          SECTION 907. Notice of Supplemental Indentures.
                       ---------------------------------

          Promptly after the execution by the Company, any Subsidiary Guarantor
and the Trustee of any supplemental indenture pursuant to the provisions of
Section 902, the Company shall give notice thereof to the Holders of each
Outstanding Note affected, in the manner provided for in Section 106, setting
forth in general terms the substance of such supplemental indenture; provided,
however, that the failure of the Company to give such notice to such Holders
shall not in any way impair or affect the validity of such supplemental
indenture.

          SECTION 908. Effect on Senior Indebtedness.
                       -----------------------------

          No supplemental indenture shall adversely affect the rights of the
holders of Senior Indebtedness under Article Twelve of this Indenture without
the consent of such holders affected thereby.

                                   ARTICLE TEN

                                    COVENANTS

          SECTION 1001. Payment of Principal, Premium, If Any, and Interest.
                        ---------------------------------------------------

          The Company covenants and agrees for the benefit of the Holders of
Notes that it will duly and punctually pay the principal of (and premium, if
any, on) and interest on the Notes in accordance with the terms of the Notes and
this Indenture.

          SECTION 1002. Maintenance of Office or Agency.
                        -------------------------------

          The Company will maintain in The City of New York an office or agency
where Notes may be presented or surrendered for payment (the "Place of
Payment"), where Notes may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The Company hereby designates the
Corporate Trust Office as the Place of Payment.

          The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of the Place of Payment. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Cor-

                                      -83-
<Page>

porate Trust Office of the Trustee, and the Company hereby appoints the Trustee
as its agent to receive such respective presentations, surrenders, notices and
demands.

          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind any such designation;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in
accordance with the requirements set forth above for Notes for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

          SECTION 1003. Money for Notes Payments to Be Held in Trust.
                        --------------------------------------------

          If the Company shall at any time act as its own Paying Agent with
respect to the Notes, it will, on or before each due date of the principal of
(and premium, if any) or interest on any of the Notes, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents for the
Notes, it will, prior to or on each due date of the principal of (and premium,
if any, on) or interest on any Notes, deposit with a Paying Agent a sum in same
day funds (or New York Clearing House funds if such deposit is made prior to the
date on which such deposit is required to be made) sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

          The Company will cause each Paying Agent (other than the Trustee) to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

          (1) hold all sums held by it for the payment of the principal of (and
     premium, if any) and interest on the Notes in trust for the benefit of the
     Persons entitled thereto until such sums shall be paid to such Persons or
     otherwise disposed of as herein provided;

          (2) give the Trustee notice of any Default by the Company (or any
     other obligor upon the Notes) in the making of any payment of principal of
     (and premium, if any) or interest on the Notes; and

          (3) at any time during the continuance of any such Default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Pay-

                                      -84-
<Page>

ing Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which sums were held by the Company or such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such sums.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Note and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Note shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment to the Company, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

          SECTION 1004. Corporate Existence.
                        -------------------

          Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and that of each Restricted Subsidiary and the corporate rights
(charter and statutory), licenses and franchises of the Company and each
Restricted Subsidiary; provided, however, that, subject to the other provisions
of this Indenture, the Company shall not be required to preserve any such
existence (except the Company), right, license or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Restricted Subsidiaries as
a whole and that the loss thereof is not, and will not be, disadvantageous in
any material respect to the Holders.

          SECTION 1005. Payment of Taxes and Other Claims.
                        ---------------------------------

          The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or property of the Company or any
Restricted Subsidiary if failure to pay or discharge the same could reasonably
be expected to have a material adverse effect on the ability of the Company or
any Subsidiary Guarantor to perform any of their obligations hereunder and (b)
all lawful claims for labor, materials and supplies, which, if unpaid, would by
law become a material liability or lien upon the property of the Company or any
Restricted Subsidiary, except for any Lien permitted to be incurred under
Section 1010, if failure to pay or discharge the same could reasonably be
expected to have a material adverse effect on the ability of the Company or any
Subsidiary Guarantor to perform any of their obligations hereunder; provided,
however, that the Company shall not

                                      -85-
<Page>

be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings and for which appropriate
reserves, if necessary (in the good faith judgment of management of the Company)
are being maintained in accordance with GAAP.

          SECTION 1006. Maintenance of Properties.
                        -------------------------

          The Company will cause all material properties owned by the Company or
any Restricted Subsidiary or used or held for use in the conduct of its business
or the business of any Restricted Subsidiary to be maintained and kept in good
condition, repair and working order (ordinary wear and tear excepted) and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly conducted at all times; provided, however,
that nothing in this Section shall prevent the Company or any of its Restricted
Subsidiaries from discontinuing the maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct
of its business or the business of any Restricted Subsidiary and not adverse in
any material respect to the Holders.

          SECTION 1007. Statement by Officers as to Default.
                        -----------------------------------

          (a) The Company will deliver to the Trustee, within 60 days after the
end of each fiscal quarter and within 140 days after the end of each fiscal
year, an Officer's Certificate stating that a review of the activities of the
Company and each Subsidiary Guarantor during the preceding quarter or the
preceding fiscal year, as the case may be, has been made under the supervision
of the signing officers with a view to determining whether it has kept,
observed, performed and fulfilled, and has caused each of the Subsidiary
Guarantors to keep, observe, perform and fulfill its obligations under this
Indenture and further stating, as to each such officer signing such certificate,
that, to the best of his or her knowledge, the Company during such preceding
quarter or the preceding fiscal year, as the case may be, has kept, observed,
performed and fulfilled, and has caused each of its Subsidiaries to keep,
observe, perform and fulfill each and every such covenant contained in this
Indenture and no Default or Event of Default occurred during such quarter or
year, as the case may be, and at the date of such certificate there is no
Default or Event of Default which has occurred and is continuing or, if such
signers do know of such Default or Event of Default, the certificate shall
describe its status, with particularity and that, to the best of his or her
knowledge, no event has occurred and remains by reason of which payments on the
account of the principal of or interest, if any, on the Notes is prohibited or
if such event has occurred, a description of the event and what action each is
taking or proposes to take with respect thereto. The Officer's Certificate shall
also notify the Trustee should the Company elect to change the manner in which
it fixes its fiscal year-end. For purposes of this Section 1007(a), such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

          (b) When any Default or Event of Default has occurred and is
continuing under this Indenture, or if the trustee for or the holder of any
other evidence of Indebtedness of the Company or any Restricted Subsidiary gives
any notice or takes any other action with respect to

                                      -86-
<Page>

a claimed default (other than with respect to Indebtedness in the principal
amount of less than U.S.$10,000,000), the Company shall deliver to the Trustee
by registered or certified mail or by facsimile transmission an Officer's
Certificate specifying such event, notice or other action within five Business
Days of its occurrence.

          SECTION 1008. Limitation on Indebtedness.
                        --------------------------

          (a) The Company will not, and will not permit any Restricted
Subsidiary to, create, issue, incur, assume, guarantee or in any manner become
directly or indirectly liable for, contingently or otherwise, the payment of
(collectively, "incur"), any Indebtedness (including any Acquired Indebtedness),
other than Permitted Indebtedness, except that the Company and any Subsidiary
Guarantor may incur Indebtedness so long as at the time of such incurrence the
Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for
which financial statements are available immediately preceding the incurrence of
such Indebtedness, taken as one period would have been at least equal to 2.25 to
1.

          (b) Notwithstanding the foregoing, the Company and, to the extent
specifically set forth below, its Restricted Subsidiaries may incur each and all
of the following (collectively, "Permitted Indebtedness"):

          (i) Indebtedness of the Company (and of the Subsidiary Guarantors
     under the guarantees thereof), and of any Restricted Subsidiary (and of the
     Company under its guarantee thereof), in each case under the Senior Credit
     Facility, in an aggregate principal amount at any one time outstanding not
     to exceed U.S.$200 million less the aggregate amount of all Net Cash
     Proceeds of Asset Sales applied by the Company or any of its Restricted
     Subsidiaries to permanently repay Indebtedness under the Senior Credit
     Facility pursuant to Section 1014 hereof; provided that the maximum
     aggregate principal amount of Indebtedness under the Senior Credit Facility
     that may be incurred by Non-Guarantor Restricted Subsidiaries pursuant to
     this clause (b)(i) at any one time outstanding shall not exceed U.S.$50
     million (less the principal amount of any Indebtedness incurred and
     outstanding by all such Non-Guarantor Restricted Subsidiaries pursuant to
     clause (b)(xii) hereof );

          (ii) Indebtedness of the Company pursuant to the Notes or of any
     Subsidiary Guarantor pursuant to a Guarantee (whether direct or indirect)
     of the Notes;

          (iii) Indebtedness of the Company or any Restricted Subsidiary
     outstanding on the date of this Indenture;

          (iv) Indebtedness of the Company owing to any Restricted Subsidiary;
     provided that any such Indebtedness of the Company is unsecured and is
     subordinated in right of payment from and after such time as the Notes
     shall become due and payable (whether at Stated Maturity, acceleration or
     otherwise) to the payment and performance of the Company's obligations
     under the Notes; provided further that any disposition, pledge or transfer
     of any such Indebtedness to a Person (other than a disposition, pledge

                                      -87-
<Page>

     or transfer to the Company or another Restricted Subsidiary) shall be
     deemed to be an incurrence of such Indebtedness by the Company not
     permitted by this clause (iv);

          (v) Indebtedness of a Restricted Subsidiary owing to the Company or to
     another Restricted Subsidiary and evidenced by an unsubordinated promissory
     note; provided that (i) any disposition, pledge or transfer of any such
     Indebtedness to a Person (other than a disposition, pledge or transfer to
     the Company or a Restricted Subsidiary or a pledge to or for the benefit of
     the Lenders under the Senior Credit Facility or the Holders of the Notes
     under this Indenture) and (ii) any subsequent issue or transfer of Capital
     Stock that results in such Indebtedness being held by a Person other than
     the Company or a Restricted Subsidiary, in each case shall be deemed to be
     an incurrence of such Indebtedness by such Restricted Subsidiary not
     permitted by this clause (v);

          (vi) guarantees of any Restricted Subsidiary entered into in
     accordance with the provisions of Section 1016 of this Indenture;

          (vii) Indebtedness of the Company or any Restricted Subsidiary
     consisting of guarantees, indemnities or obligations in respect of purchase
     price adjustments in connection with the acquisition or disposition of
     assets, including, without limitation, shares of Capital Stock;

          (viii) obligations of the Company or any Restricted Subsidiary entered
     into in the ordinary course of business and not for speculative purposes
     (a) pursuant to Interest Rate Agreements, as long as the notional amount in
     respect of which such obligations are calculated does not exceed the
     aggregate principal amount of such Indebtedness then outstanding, (b) under
     any Currency Agreements, relating to (i) Indebtedness of the Company or any
     Restricted Subsidiary and/or (ii) obligations to purchase or sell assets,
     properties or services, in each case, incurred in the ordinary course of
     business of the Company or any Restricted Subsidiary; provided, however,
     that such Currency Agreements do not increase the Indebtedness or other
     obligations of the Company or any Restricted Subsidiary outstanding other
     than as a result of fluctuations in foreign currency exchange rates or by
     reason of fees, indemnities and compensation payable thereunder or (c)
     under any Commodity Agreement;

          (ix) Acquired Indebtedness of a Person that becomes a Subsidiary
     Guarantor or assumed by the Company or a Subsidiary Guarantor in connection
     with the acquisition of assets of a Person, other than Indebtedness
     incurred in connection with, or in contemplation of, such Person becoming a
     Subsidiary Guarantor or the acquisition of assets from such Person, as the
     case may be; provided that the Company on a pro forma basis could incur
     U.S.$1.00 of additional Indebtedness (other than Permitted Indebtedness)
     pursuant to this Section;

          (x) Indebtedness in respect of bid, performance or surety bonds issued
     for the account of the Company or any Restricted Subsidiary in the ordinary
     course of business, including guarantee obligations of the Company or any
     Restricted Subsidiary with re-

                                      -88-
<Page>

     spect to letters of credit supporting such bid, performance or surety
     obligations (in each case other than for an obligation relating to
     Indebtedness);

          (xi) Purchase Money Obligations of the Company or any Subsidiary
     Guarantor (and any guarantee by the Company of Purchase Money Obligations
     of a Subsidiary Guarantor permitted to be incurred by this clause (xi)),
     provided that the Company on a pro forma basis could incur U.S.$1.00 of
     additional Indebtedness (other than Permitted Indebtedness) pursuant to
     this Section; provided further that the maximum amount of Indebtedness that
     may be outstanding under this clause (xi) (including all Indebtedness
     incurred to refund, refinance or replace any Indebtedness incurred pursuant
     to this clause (xi)) at any one time may not exceed an amount equal to 15%
     of the book value of the Company's and its Restricted Subsidiaries'
     aircraft fleet as reflected on the Company's consolidated balance sheet at
     the most recent balance sheet date prior to the date of determination;

          (xii) other Indebtedness of the Company or any Restricted Subsidiary
     not otherwise provided for above in an aggregate principal amount
     (including any refinancings thereof) not to exceed U.S.$85 million at any
     one time outstanding; provided that the maximum Indebtedness that may be
     incurred at any time by Non-Guarantor Restricted Subsidiaries pursuant to
     this clause (b)(xii) is U.S.$50 million; and provided, further, that the
     amount available to be borrowed by Non-Guarantor Restricted Subsidiaries
     pursuant to this clause (b)(xii) shall be reduced by the amount of any
     outstanding Indebtedness of any Non-Guarantor Restricted Subsidiary under
     the Senior Credit Facility incurred under clause (b)(i) hereof;

          (xiii) any renewals, extensions, substitutions, refinancings or
     replacements (each, for purposes of this clause, a "refinancing") of any
     Indebtedness referred to in paragraph (a) or clauses (b)(ii), (iii) or (ix)
     above, including any successive refinancings, so long as (i) the borrower
     under such refinancing is the Company or, if not the Company, is the same
     borrower as the borrower of the Indebtedness being refinanced, (ii) any
     such new Indebtedness shall be in a principal amount that does not exceed
     the principal amount (or, if such Indebtedness being refinanced provides
     for an amount less than the principal amount thereof to be due and payable
     upon a declaration of acceleration thereof, such lesser amount as of the
     date of determination) so refinanced, plus the lesser of the amount of any
     premium required to be paid in connection with such refinancing pursuant to
     the terms of the Indebtedness refinanced or the amount of any premium to
     accomplish such refinancing plus, in either case, the amount of expenses
     incurred in connection with such refinancing, (iii) in the case of any
     refinancing of Subordinated Indebtedness, such new Indebtedness is made
     subordinate to the Notes at least to the same extent as the Indebtedness
     being refinanced and (iv) in the case of Pari Passu Indebtedness or
     Subordinated Indebtedness, as the case may be, such new Indebtedness does
     not have an Average Life less than the Average Life of the Indebtedness
     being refinanced and does not have a final Stated Maturity earlier than the
     final Stated Maturity of the Indebtedness being refinanced or permit
     redemption at the option of the holder earlier than the earliest date of
     redemption at the option of the holder of the Indebtedness being
     refinanced;

                                      -89-
<Page>

          (xiv) guarantees by a Non-Guarantor Restricted Subsidiary of
     Indebtedness of another Non-Guarantor Restricted Subsidiary, which
     Indebtedness was permitted to be incurred under this Indenture and
     guarantees by Subsidiary Guarantors of Indebtedness of another Subsidiary
     Guarantor, which Indebtedness was permitted to be incurred under this
     Indenture;

          (xv) Attributable Indebtedness of an EU Licensed Operator or a
     Restricted Subsidiary of the Company to another Restricted Subsidiary of
     the Company in connection with a sale and leaseback transaction between
     such EU Licensed Operator or such Restricted Subsidiary of the Company and
     such other Restricted Subsidiary; and

          (xvi) Indebtedness incurred to repay Indebtedness incurred pursuant to
     clause (iv) or (v) of this paragraph (b); provided that if such
     Indebtedness is outstanding for more than five Business Days, such
     Indebtedness shall be deemed to be an incurrence of such Indebtedness not
     permitted by this clause (xvi).

          (c) For purposes of determining any particular amount of Indebtedness
under this Section 1008, (1) Indebtedness incurred under the Senior Credit
Facility on or prior to the Closing Date shall be treated as incurred pursuant
to clause (i) of paragraph (b) of this Section 1008, (2) guarantees, Liens or
obligations with respect to letters of credit supporting Indebtedness otherwise
included in the determination of such particular amount shall not be included
and (3) any Liens granted pursuant to the equal and ratable provisions referred
to in Section 1012 of this Indenture shall not be treated as Indebtedness. For
purposes of determining compliance with this Section 1008, in the event that an
item of Indebtedness meets the criteria of more than one of the types of
Indebtedness described in the above clauses (other than the Indebtedness
referred to in clause (1) of the preceding sentence), the Company, in its sole
discretion, shall classify, and from time to time may reclassify, such item of
Indebtedness and only be required to include the amount and type of such
Indebtedness in one of such clauses.

          (d) For purposes of determining compliance with any U.S. dollar
denominated restriction on the incurrence of Indebtedness where the Indebtedness
incurred is denominated in a different currency, the amount of such Indebtedness
will be the U.S. Dollar Equivalent determined on the date of the establishment
of the facility or instrument under which such Indebtedness was incurred;
provided, however, that if such Indebtedness denominated in a different currency
is subject to a Currency Agreement with respect to U.S. dollars, covering all
principal, premium, if any, and interest payable on such Indebtedness, the
amount of such Indebtedness expressed in U.S. dollars will be as provided in
such Currency Agreement. The principal amount of any refinancing Indebtedness
incurred in the same currency as the Indebtedness being refinanced will be the
U.S. Dollar Equivalent of the Indebtedness refinanced, except to the extent that
(i) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in
which case the refinancing Indebtedness will be determined in accordance with
the preceding sentence, and (ii) the principal amount of the refinancing
Indebtedness exceeds the principal amount of the Indebtedness being refinanced,
in which case the U.S. Dollar Equivalent of such excess, as appropriate, will be
determined on the date such refinancing Indebtedness is incurred.

                                      -90-
<Page>

SECTION 1009. Limitation on Restricted Payments.
              ---------------------------------

          (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, take any of the following actions:

          (i) declare or pay any dividend on, or make any distribution to
     holders of, any shares of the Capital Stock of the Company (other than
     dividends or distributions payable solely in shares of its Qualified
     Capital Stock or in options, warrants or other rights to acquire such
     shares of Qualified Capital Stock);

          (ii) purchase, redeem or otherwise acquire or retire for value,
     directly or indirectly, any shares of Capital Stock of the Company or any
     Capital Stock of any Affiliate of the Company (other than Capital Stock of
     any Wholly Owned Restricted Subsidiary) or any options, warrants or other
     rights to acquire such shares of Capital Stock;

          (iii) make any principal payment on, or repurchase, redeem, defease or
     otherwise acquire or retire for value, prior to any scheduled principal
     payment, sinking fund payment or maturity, any Subordinated Indebtedness
     other than intercompany Indebtedness;

          (iv) make any Investment (other than any Permitted Investment) in any
     Person; or

          (v) declare or pay any dividend or distribution on any Capital Stock
     of any Restricted Subsidiary to any Person (other than (a) to the Company
     or any of its Wholly Owned Restricted Subsidiaries or (b) to all holders of
     Capital Stock of such Restricted Subsidiary on a pro rata basis)

(such payments or other actions described in (but not excluded from) clauses (i)
through (v) are collectively referred to as "Restricted Payments"), unless at
the time of, and immediately after giving effect to, the proposed Restricted
Payment (the amount of any such Restricted Payment, if other than cash, being
the Fair Market Value of the asset to be transferred):

          (1) no Default or Event of Default shall have occurred and be
     continuing and such Restricted Payment shall not be an event that is or,
     after notice or lapse of time or both, would be, an "event of default"
     under the terms of any Indebtedness of the Company or its Restricted
     Subsidiaries;

          (2) the Company could incur at least U.S.$1.00 of additional
     Indebtedness (other than Permitted Indebtedness) pursuant to Section 1008
     of this Indenture; and

          (3) the aggregate amount of all Restricted Payments declared or made
     after July 5, 2000 shall not exceed the sum of:

               (A) 50% of the Consolidated Adjusted Net Income of the Company
          accrued on a cumulative basis during the period beginning on the first
          day of the Company's first fiscal quarter after July 5, 2000 and
          ending on the last day of the

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          Company's last fiscal quarter ending prior to the date of such
          proposed Restricted Payment (or, if such aggregate cumulative
          Consolidated Adjusted Net Income shall be a loss, minus 100% of such
          loss), plus

               (B) the aggregate Net Cash Proceeds received after July 5, 2000
          by the Company as capital contributions or from the issuance or sale
          (other than to any Subsidiary) of shares of Qualified Capital Stock of
          the Company (including upon the exercise of options, warrants or
          rights) or warrants, options or rights to purchase shares of Qualified
          Capital Stock of the Company (excluding the Net Cash Proceeds from the
          issuance of Qualified Capital Stock financed, directly or indirectly,
          using funds borrowed from the Company or any Subsidiary until and to
          the extent such borrowing is repaid), plus

               (C) the aggregate Net Cash Proceeds received after July 5, 2000
          by the Company from the issuance or sale (other than to any
          Subsidiary) of debt securities or Redeemable Capital Stock that have
          been converted into or exchanged for Qualified Capital Stock of the
          Company, to the extent such securities were originally sold for cash,
          together with the aggregate net cash proceeds received by the Company
          at the time of such conversion or exchange (excluding the Net Cash
          Proceeds from the issuance of Qualified Capital Stock financed,
          directly or indirectly, using funds borrowed from the Company or any
          Subsidiary until and to the extent such borrowing is repaid), plus

               (D) to the extent not otherwise included in the Consolidated
          Adjusted Net Income of the Company, an amount equal to the net
          reduction in Investments (other than reductions in Permitted
          Investments) resulting from the payments of interest on Indebtedness,
          dividends, repayments of loans or advances, or other transfers of
          assets, in each case in cash to the Company or a Restricted Subsidiary
          after July 5, 2000, or from the redesignation of an Unrestricted
          Subsidiary as a Restricted Subsidiary (valued as provided in the
          definition of Investment), not to exceed the total amount of capital
          invested in such Investments (other than Permitted Investments) by the
          Company and its Restricted Subsidiaries, plus

               (E) U.S.$2.0 million.

          (b) Notwithstanding paragraph (a) above, the Company and any
Restricted Subsidiary may take the following actions so long as (with respect to
clauses (ii) through (v) and (vii) through (ix) below) no Default or Event of
Default shall have occurred and be continuing:

          (i) the payment of any dividend within 60 days after the date of
     declaration thereof, if at such date of declaration the payment of such
     dividend would have complied with the provisions of paragraph (a) above and
     such payment will be deemed to have been paid on such date of declaration
     for purposes of the calculation required by paragraph (a) above;

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          (ii) the purchase, redemption or other acquisition or retirement for
     value of any shares of Capital Stock of the Company in exchange for
     (including any such exchange pursuant to the exercise of a conversion right
     or privilege in connection with which cash is paid in lieu of the issuance
     of fractional shares or scrip), or out of the Net Cash Proceeds of a
     substantially concurrent issuance and sale (other than to a Subsidiary) of,
     shares of Qualified Capital Stock of the Company; provided that the amount
     of such Net Cash Proceeds that is utilized for such purchase, redemption,
     acquisition or retirement will be excluded from clause 3(B) of the
     preceding paragraph;

          (iii) the purchase, redemption, defeasance or other acquisition or
     retirement for value or payment of principal of any Subordinated
     Indebtedness in exchange for, or out of the Net Cash Proceeds of a
     substantially concurrent issuance and sale (other than to a Subsidiary) of,
     shares of Qualified Capital Stock of the Company; provided that the amount
     of such Net Cash Proceeds that is utilized for such purchase, redemption,
     acquisition or retirement will be excluded from clause 3(B) of the
     preceding paragraph;

          (iv) the purchase of any Subordinated Indebtedness at a purchase price
     not greater than 101% of the principal amount thereof in the event of a
     Change of Control in accordance with provisions similar to Section 1013 of
     this Indenture; provided that prior to such purchase the Company has made
     the Change of Control Offer as provided in such covenant with respect to
     the Notes and has purchased all Notes validly tendered for payment in
     connection with such Change of Control Offer;

          (v) the purchase, redemption, defeasance or other acquisition or
     retirement for value of Subordinated Indebtedness (other than Redeemable
     Capital Stock) in exchange for, or out of the Net Cash Proceeds of a
     substantially concurrent incurrence (other than to a Subsidiary) of, new
     Subordinated Indebtedness so long as (A) the principal amount of such new
     Indebtedness does not exceed the principal amount (or, if such Subordinated
     Indebtedness being refinanced provides for an amount less than the
     principal amount thereof to be due and payable upon a declaration of
     acceleration thereof, such lesser amount as of the date of determination)
     of the Subordinated Indebtedness being so purchased, redeemed, defeased,
     acquired or retired, plus the lesser of the amount of any premium required
     to be paid in connection with such refinancing pursuant to the terms of the
     Subordinated Indebtedness being refinanced or the amount of any premium to
     accomplish such refinancing, plus, in either case, the amount of expenses
     of the Company incurred in connection with such refinancing, (B) such new
     Subordinated Indebtedness is expressly subordinated to the Notes to the
     same extent as such Subordinated Indebtedness so purchased, redeemed,
     defeased, acquired or retired and (C) such new Subordinated Indebtedness
     does not have an Average Life less than the Average Life of the
     Indebtedness being refinanced and does not have a final Stated Maturity
     earlier than the final Stated Maturity of the Indebtedness being refinanced
     or permit redemption at the option of the holder earlier than the earliest
     date of redemption at the option of the holder of the Indebtedness being
     refinanced;

          (vi) the purchase, redemption, defeasance or other acquisition or
     retirement for value of the Ordinary Shares in exchange for the
     cancellation or, as applicable, the reduc-

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<Page>

     tion by the amount of the then fair market value of the note payable to the
     Company associated with the issuance of the Ordinary Shares;

          (vii) payments to holders of Qualified Capital Stock of the Company
     (a) in lieu of the issuance of fractional shares of Qualified Capital Stock
     of the Company, (b) to redeem or repurchase stock purchase or similar
     rights issued as a shareholder rights device and (c) to repurchase shares
     of Qualified Capital Stock of the Company from holders who hold less than
     100 shares in each instance; provided that the payments made pursuant to
     this clause (vii) from July 5, 2000 through the final Stated Maturity of
     the Notes may not exceed U.S.$250,000;

          (viii) repurchases, acquisitions or retirements of shares of Qualified
     Capital Stock of the Company deemed to occur upon the exercise of stock
     options or similar rights issued under employee benefit plans of the
     Company if such shares represent all or a portion of the exercise price or
     are surrendered in connection with satisfying any income tax obligation;
     and

          (ix) the purchase, redemption, acquisition, cancellation or other
     retirement for value of shares of Qualified Capital Stock of the Company,
     options on any such shares, or related stock appreciation rights or similar
     securities held by officers, directors or employees or former officers,
     directors or employees (or their transferees, estates or beneficiaries
     under their estates) or by any employee benefit plan, upon death,
     disability, retirement, severance or termination of employment or service
     or pursuant to the terms of any employment benefit plan or any other
     agreement under which such shares of Qualified Capital Stock or related
     rights were issued; provided that the aggregate cash consideration paid for
     all such purchases, redemptions, acquisitions, cancellations or other
     retirements of such shares of Qualified Capital Stock (a) during any fiscal
     year does not exceed U.S.$500,000 (with unused amounts in any fiscal year
     being usable in all subsequent fiscal years) and (b) during the period from
     July 5, 2000 through the final Stated Maturity of the Notes does not exceed
     U.S.$3 million.

          The actions described in clauses (i), (iv), (vii) and (ix) of this
paragraph (b) shall be Restricted Payments that shall be permitted to be taken
in accordance with this paragraph (b) but shall reduce the amount that would
otherwise be available for Restricted Payments under clause (3) of paragraph (a)
above and the actions described in clauses (v), (vi) and (viii) of this
paragraph (b) shall be Restricted Payments that shall be permitted to be taken
in accordance with this paragraph (b) and shall not reduce the amount that would
otherwise be available for Restricted Payments under clause (3) of paragraph
(a); it being understood that the payment of any dividend described in clause
(i) of this paragraph (b) shall reduce the amount that could otherwise be
available for Restricted Payments under clause (3) of paragraph (a) above when
such dividend is actually paid and not when such dividend is declared.

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          SECTION 1010. Limitation on Issuance and Sale of
                        Capital Stock by Restricted Subsidiaries.
                        ----------------------------------------

          The Company will not sell, and will not permit any Restricted
Subsidiary, directly or indirectly, to issue or sell, any shares of Capital
Stock of a Restricted Subsidiary (including options, warrants or other rights to
purchase shares of such Capital Stock) except:

          (a) to the Company or a Restricted Subsidiary;

          (b) issuances or sales to directors of directors' qualifying shares or
     issuances or sales to foreign nationals of shares of Capital Stock of
     non-U.S. Restricted Subsidiaries, in each case to the extent required by
     applicable law;

          (c) issuances or sales to EU Nationals of Capital Stock of EU Licensed
     Operators or EU Investorcos;

          (d) if, immediately after giving effect to such issuance or sale, such
     Restricted Subsidiary (other than an EU Licensed Operator or an EU
     Investorco or any of their Restricted Subsidiaries) would no longer
     constitute a Restricted Subsidiary and any remaining Investment in such
     Person would have been permitted to be made under Section 1009 of this
     Indenture (including as a Permitted Investment) if made on the date of such
     issuance or sale and the Company or such Restricted Subsidiary complies
     with Section 1014 in connection with such sale or issuance; or

          (e) issuances or sales of Capital Stock of a Restricted Subsidiary in
     compliance with Section 1014.

          SECTION 1011. Limitation on Transactions with Affiliates.
                        ------------------------------------------

          The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, enter into or renew or amend any transaction or
series of related transactions (including, without limitation, the sale,
purchase, exchange or lease of assets, property or services) with, or for the
benefit of, any Affiliate of the Company or any Restricted Subsidiary (other
than the Company or a Restricted Subsidiary) unless:

          (a) such transaction or series of transactions is entered into in good
     faith and in writing on terms that are no less favorable to the Company or
     such Restricted Subsidiary, as the case may be, than those that could have
     been obtained in an arm's-length transaction with third parties that are
     not Affiliates;

          (b) with respect to any transaction or series of related transactions
     involving an aggregate value greater than U.S.$5 million, the Company will
     deliver an Officer's Certificate to the Trustee certifying that such
     transaction or series of transactions complies with clause (a) above;

          (c) with respect to any transaction or series of related transactions
     involving an aggregate value in excess of U.S.$10 million and less than or
     equal to U.S.$15 million,

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<Page>

     either (i) such transaction or series of related transactions has been
     approved by a majority of the Disinterested Directors of the board of
     directors of the Company or (ii) the Company delivers to the Trustee a
     written opinion of an independent accounting, appraisal or investment
     banking firm of national standing in the United States or Canada stating
     that the transaction or series of transactions is fair to the Company or
     such Restricted Subsidiary from a financial point of view; and

          (d) with respect to any transaction or series of related transactions
     involving an aggregate value in excess of U.S.$15 million, the Company
     delivers to the Trustee a written opinion of an independent accounting,
     appraisal or investment banking firm of national standing in the United
     States or Canada stating that the transaction or series of transactions is
     fair to the Company or such Restricted Subsidiary from a financial point of
     view;

provided, however, that this covenant will not restrict:

          (1) the Company from paying reasonable and customary compensation and
     fees to directors of the Company or any Restricted Subsidiary who are not
     employees of the Company or any Restricted Subsidiary;

          (2) any Restricted Payments permitted by Section 1009 of this
     Indenture covenant or Permitted Investments made under clauses (f) and (g)
     of the definition of "Permitted Investments" in Section 101 of this
     Indenture;

          (3) customary compensation or employee benefit arrangements or
     incentive arrangements or indemnification arrangements with any officer,
     director or employee of the Company or any Restricted Subsidiary entered
     into or provided for in the ordinary course of business;

          (4) loans and advances to officers, directors and employees of the
     Company or any Restricted Subsidiary for travel, entertainment and
     relocation expenses, in each case made in the ordinary course of business;

          (5) transactions, agreements, arrangements and any amendments or
     modifications of the foregoing (including, without limitation, sale and
     leaseback transactions) entered into in the ordinary course of business
     between the Company or a Restricted Subsidiary of the Company and an EU
     Licensed Operator or EU Investorco (after such EU Licensed Operator or EU
     Investorco ceases to be a Restricted Subsidiary) that are on terms that are
     not materially less favorable to the Company or the Restricted Subsidiary,
     as the case may be, than those that could reasonably have been obtained at
     such time from an unaffiliated party; and

          (6) transactions, agreements, arrangements and any amendments or
     modifications of the foregoing entered into in the ordinary course of
     business between the Company or a Restricted Subsidiary of the Company and
     a Permitted Joint Venture that are on terms that are not materially less
     favorable to the Company or the Restricted Subsidiary, as the

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     case may be, than those that could reasonably have been obtained at such
     time from an unaffiliated party.

          SECTION 1012. Limitation on Liens.
                        -------------------

          The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or suffer to exist any Lien of
any kind securing Pari Passu Indebtedness or Subordinated Indebtedness on or
with respect to any of its property or assets, including any shares of stock or
indebtedness (including any intercompany note) of any Restricted Subsidiary,
whether owned at the date of this Indenture or thereafter acquired, or any
income, profits or proceeds therefrom, or assign or otherwise convey any right
to receive income thereon, unless (x) in the case of any Lien securing
Subordinated Indebtedness, the Notes (or a Guarantee in the case of Liens of a
Subsidiary Guarantor) are secured by a Lien on such property, assets or proceeds
that is senior in priority to such Lien and (y) in the case of any Lien securing
Pari Passu Indebtedness, the Notes (or a Guarantee in the case of Liens of a
Subsidiary Guarantor) are equally and ratably secured with the obligations or
liability secured by such Lien; provided, however, this paragraph shall not be
applicable to

          (1) Liens on the assets of the Company and any Subsidiary Guarantor
     securing Senior Indebtedness or Guarantor Senior Indebtedness as the case
     may be, that was permitted by the terms of this Indenture to be incurred;

          (2) Liens securing Pari Passu Indebtedness or Subordinated
     Indebtedness or other agreements in effect on the Issue Date;

          (3) Liens incurred under sale and leaseback transactions permitted to
     be entered into pursuant to Section 1018 of this Indenture covering only
     the assets which are the subject of such sale and leaseback and assets and
     contract rights related thereto (including, without limitation, the right
     to receive rental rebates or deferred sale payments);

          (4) Liens securing Acquired Indebtedness which is Pari Passu
     Indebtedness or Subordinated Indebtedness that was created prior to (and
     not created in connection with, or in contemplation of) the incurrence of
     such Pari Passu Indebtedness or Subordinated Indebtedness (including any
     assumption, guarantee or other liability with respect thereto by any
     Restricted Subsidiary) by the Company or any Subsidiary Guarantor and which
     Indebtedness is permitted under the provisions of Section 1008 of this
     Indenture;

          (5) Liens securing Manufacturer Support Indebtedness; provided that
     such Liens only secure the helicopter or fixed-wing aircraft purchased from
     such manufacturer and any assets or contract rights related thereto;

          (6) Liens securing the Company's 11 3/4% Senior Subordinated Notes due
     2007; provided that such Liens are released no later than July 15, 2004; or

          (7) Liens securing any Indebtedness incurred in connection with any
     refinancing, renewal, substitution or replacement of any such Indebtedness
     described in clause (4) or clause (5) so long as the aggregate principal
     amount of Indebtedness represented

                                       97
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     thereby (or if such Indebtedness provides for an amount less than the
     principal amount thereof to be due and payable upon a declaration of
     acceleration thereof, such lesser amount as of the date of determination)
     is not increased by such refinancing by an amount greater than the lesser
     of (i) the amount of any premium required to be paid in connection with
     such refinancing pursuant to the terms of the Indebtedness being refinanced
     or (ii) the amount of any premium to accomplish such refinancing, plus, in
     either case, the amount of expenses of the Company incurred in connection
     with such refinancing,

provided, however, that in the case of clauses (4), (5) and (7), any such Lien
only extends to the assets that were subject to such Lien securing such
Indebtedness prior to the related acquisition by the Company or such Subsidiary
Guarantor.

          Notwithstanding the foregoing, any Lien securing the Notes granted
pursuant to this covenant shall be automatically and unconditionally released
and discharged upon the release by the holders of the Pari Passu Indebtedness or
Subordinated Indebtedness described above of their Lien on the property or
assets of the Company or any Restricted Subsidiary (including any deemed release
upon payment in full of all obligations under such Indebtedness), at such time
as the holders of all other Pari Passu Indebtedness or Subordinated Indebtedness
also release their Lien on the property or assets of the Company or such
Restricted Subsidiary, or upon any sale, exchange or transfer to any Person not
an Affiliate of the Company of the property or assets secured by such Lien, or
of all of the Capital Stock held by the Company or any Restricted Subsidiary in,
or all or substantially all the assets of, any Restricted Subsidiary creating
such Lien.

          SECTION 1013. Purchase of Notes upon a Change in Control.
                        ------------------------------------------

          Upon the occurrence of a Change of Control, the Company will be
obligated, not more than 60 days nor less than 30 days after the Change of
Control Date, to make an offer to purchase (a "Change of Control Offer") all of
the then outstanding Notes at a purchase price (the "Change of Control Purchase
Price") in cash in an amount equal to 101% of the principal amount thereof, plus
accrued interest, if any, to the date of purchase (the "Change of Control
Purchase Date") (subject to the rights of holders of record on relevant record
dates to receive interest due on an interest payment date), pursuant to the
offer described below and the other procedures set forth in this Indenture.

          In connection with any Change of Control Offer, within 30 days
following any Change of Control, the Company will notify the Trustee thereof and
give written notice of such Change of Control to each holder of Notes sent by
first-class mail to the address of such holder appearing in the security
register, stating, among other things:

          (a) the Change of Control Purchase Price and the Change of Control
     Purchase Date, which shall be a business day no earlier than 30 days nor
     later than 60 days from the date such notice is mailed, or such later date
     as is necessary to comply with requirements under the Exchange Act and any
     applicable securities laws or regulations;

                                       98
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          (b) that any Note not tendered will continue to accrue interest;

          (c) that, unless the Company defaults in the payment of the purchase
     price, any Notes accepted for payment pursuant to the Change of Control
     Offer shall cease to accrue interest after the Change of Control Purchase
     Date;

          (d) that Holders electing to have any Notes purchased pursuant to a
     Change in Control Offer shall be required to surrender the Notes, with the
     form entitled "Option of Holder to Elect Purchase" on the reverse of the
     Notes completed, to the Paying Agent at the address specified in the notice
     prior to the close of business on the third Business Day preceding the
     Change in Control Purchase Date;

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

          (f) that Holders whose Notes are being purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered, which unpurchased portion must be equal to
     (euro)1,000 in principal amount or an integral multiple thereof;

          (g) the instructions that the Holders of Notes must follow in order to
     tender their Notes; and

          (h) the circumstances and relevant facts regarding such Change in
     Control.

          The Company will not be required to make a Change of Control Offer
following a Change of Control if a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

          The Company will comply, to the extent required by law, with the
applicable tender offer rules, including Rule 14e-l under the Exchange Act, and
any other applicable securities laws and regulations in connection with a Change
of Control Offer.

          SECTION 1014. Limitation on Sale of Certain Assets.
                        ------------------------------------

          (a) The Company will not, and will not permit any Restricted
Subsidiary to, engage in any Asset Sale (including any Asset Swap) unless:

          (i) the consideration received by the Company or such Restricted
     Subsidiary for such Asset Sale is not less than the Fair Market Value of
     the assets sold (as determined in good faith by the Chief Financial Officer
     of the Company and evidenced by an

                                       99
<Page>

     Officer's Certificate of such officer, which certificate shall be delivered
     to the Trustee (A) on a quarterly basis for all Asset Sales occurring
     during the preceding quarterly period and (B) for any Asset Sale where the
     fair market value of the assets sold is equal to or exceeds U.S.$10
     million); and

          (ii) in the case of any Asset Sale that is not an Asset Swap, at least
     75% of the consideration received by the Company or the relevant Restricted
     Subsidiary in respect of such Asset Sale consists of at least (A) cash or
     Cash Equivalents or (B) the assumption by the transferee of Senior
     Indebtedness or Pari Passu Indebtedness of the Company or Guarantor Senior
     Indebtedness or Pari Passu Indebtedness of any Subsidiary Guarantor or
     Indebtedness of any Restricted Subsidiary that is not a Subsidiary
     Guarantor and the release of the Company or such Subsidiary Guarantor or
     such Restricted Subsidiary from all liability on such Indebtedness, or a
     combination of the foregoing; provided that in the case of the sale of
     Capital Stock of an EU Licensed Operator or an EU Investerco to an EU
     National, the consideration received may consist of less than 75% cash or
     Cash Equivalents or the assumption of Indebtedness; provided that the
     aggregate amount of non-cash consideration outstanding at any one time in
     respect of Capital Stock of all EU Licensed Operators or EU Investercos
     sold to EU Nationals shall not exceed U.S.$15 million.

          (b) If the Company or any Restricted Subsidiary engages in an Asset
Sale, the Company may use the Net Cash Proceeds thereof, within 12 months after
such Asset Sale, to:

          (i) permanently repay or prepay any then outstanding Senior
     Indebtedness or Guarantor Senior Indebtedness or any Indebtedness of a
     Restricted Subsidiary that is not a Subsidiary Guarantor; or

          (ii) invest (or enter into a legally binding agreement to invest) in
     properties and assets (including, without limitation, investments in
     Permitted Joint Ventures) to replace the properties and assets that were
     the subject of the Asset Sale or in properties and assets that will be used
     in a Permitted Business.

          Pending the final application of such Net Cash Proceeds, the Company
may temporarily reduce revolving credit borrowings or otherwise invest such Net
Cash Proceeds in any manner that is not prohibited by this Indenture.

          If any such legally binding agreement to invest such Net Cash Proceeds
is terminated, then the Company may, within 90 days of such termination or
within 12 months of such Asset Sale, whichever is later, apply such Net Cash
Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical
contained in such clause (ii)) above. The amount of such Net Cash Proceeds not
so used within such period as set forth above in this paragraph (b) constitutes
"Excess Proceeds." Pending the final application of any such Net Cash Proceeds,
the Company or such Restricted Subsidiary may temporarily reduce revolving
credit Indebtedness to the extent not prohibited by this Indenture.

          (c) When the aggregate amount of Excess Proceeds exceeds U.S.$10
million, the Company shall, within 30 days, make an offer to purchase (an
"Excess Proceeds Offer")

                                       100
<Page>

from all holders of Notes and from the holders of any Pari Passu Indebtedness,
to the extent required by the terms thereof, on a pro rata basis, in accordance
with the procedures set forth in this Indenture or the agreements governing any
such Pari Passu Indebtedness, the maximum principal amount (expressed as a
multiple of U.S.$1,000) of the Notes and any such Pari Passu Indebtedness that
may be purchased with the Excess Proceeds. The offer price as to each Note and
any such Pari Passu Indebtedness will be payable in cash in an amount equal to
(solely in the case of the Notes) 100% of the principal amount of such Note and
(solely in the case of Pari Passu Indebtedness) no greater than 100% of the
principal amount (or accreted value, as applicable) of such Pari Passu
Indebtedness, plus in each case accrued interest, if any, to the date of
repurchase. To the extent that the aggregate principal amount of Notes and any
such Pari Passu Indebtedness tendered pursuant to an Excess Proceeds Offer is
less than the Excess Proceeds, the Company may use such Excess Proceeds not used
to purchase Notes and Pari Passu Indebtedness for general corporate purposes. If
the aggregate principal amount of Notes and any such Pari Passu Indebtedness
validly tendered and not withdrawn by holders thereof exceeds the Excess
Proceeds, Notes and any such Pari Passu Indebtedness to be purchased will be
selected on a pro rata basis (based upon the principal amount of Notes and the
principal amount or accreted value of such Pari Passu Indebtedness tendered by
each holder). Upon completion of such Excess Proceeds Offer, the amount of
Excess Proceeds shall be reset to zero.

          (d) If the Company is obligated to make an Excess Proceeds Offer, the
Notes and Pari Passu Indebtedness will be purchased by the Company, at the
option of the holders thereof, in whole or in part in integral multiples of
U.S.$1,000, on a date that is not earlier than 30 days and not later than 60
days from the date the notice of the Excess Proceeds Offer is given to such
holders, or such later date as may be required under the Exchange Act.

          (e) The Company will comply, to the extent required by law, with the
applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and
any other applicable securities laws and regulations in connection with an
Excess Proceeds Offer.

          (f) Notwithstanding the foregoing, with respect to the proceeds of an
Asset Sale arising from the issuance of Capital Stock of a Restricted Subsidiary
("Issuance Proceeds"):

          (i) Prior to the day following the fifth anniversary of the Issue
     Date, the Company shall not be required to use Issuance Proceeds to make an
     offer to purchase Notes in an amount in excess of 25% of the original
     aggregate principal amount of the Notes less the aggregate principal amount
     of Notes previously purchased pursuant to a purchase offer using Issuance
     Proceeds. To the extent the aggregate principal amount of Notes tendered
     exceeds the permitted amount of the offer, the tendered Notes shall be
     selected for repurchase on a pro rata basis.

          (ii) Promptly after the fifth anniversary of the Issue Date, the
     Company shall be required to make an offer to purchase the Notes in
     accordance with the requirements set forth in paragraph (c) above, in an
     aggregate amount equal to the aggregate amount of Issuance Proceeds in
     excess of 25% of the principal amount of the Notes that was not applied to
     purchase offers pursuant to the provisions of this paragraph.

                                       101
<Page>

          SECTION 1015. Reserved.
                        --------

          SECTION 1016. Limitations on Guarantees of Indebtedness by
                        Restricted Subsidiaries.
                        -----------------------

          (a) The Company will not permit any Restricted Subsidiary that is not
a Subsidiary Guarantor, directly or indirectly, to guarantee, assume or in any
other manner become liable for the payment of any Indebtedness of the Company or
any Indebtedness of any other Restricted Subsidiary (other than (x) to another
Restricted Subsidiary and (y) the guarantee by a Non-Guarantor Restricted
Subsidiary of Indebtedness of another Non-Guarantor Restricted Subsidiary, which
Indebtedness was permitted to be incurred under this Indenture), unless:

          (i) (A) such Restricted Subsidiary simultaneously executes and
     delivers a supplemental indenture to this Indenture providing for a
     Guarantee of payment of the Notes by such Restricted Subsidiary on the same
     terms as the guarantee of such Indebtedness, except that such Subsidiary
     Guarantee shall be subordinated to the Guarantor Senior Indebtedness of
     such Restricted Subsidiary to the same extent that the Notes are
     subordinated to Senior Indebtedness and except that such Guarantee need not
     be secured unless required pursuant to Section 1012 of this Indenture; and

          (B) with respect to any guarantee of Subordinated Indebtedness by such
     Restricted Subsidiary, any such guarantee shall be subordinated to such
     Restricted Subsidiary's Guarantee with respect to the Notes at least to the
     same extent as such Subordinated Indebtedness is subordinated to the Notes;
     and

          (ii) such Restricted Subsidiary delivers to the Trustee an Opinion of
     Counsel reasonably satisfactory to the Trustee to the effect that such
     supplemental indenture has been duly executed and delivered by such
     Restricted Subsidiary and is in compliance with the terms of this
     Indenture.

          The foregoing will not prevent any Subsidiary Guarantor from directly
or indirectly, guaranteeing, assuming or in any other manner becoming liable for
the payment of any Indebtedness of the Company or any Restricted Subsidiary that
is permitted to be incurred by this Indenture.

          (b) Notwithstanding the foregoing, any Guarantee of the Notes created
pursuant to the provisions described in the foregoing paragraph (a) may provide
by its terms that it will be automatically and unconditionally released and
discharged upon (i) any sale, exchange or transfer, to any Person not an
Affiliate of the Company, of all of the Company's and each Restricted
Subsidiary's Capital Stock in such Restricted Subsidiary (which sale, exchange
or transfer is not prohibited by this Indenture), (ii) the release by the
holders of the Indebtedness of the Company described in the preceding paragraph
of their guarantee by such Restricted Subsidiary (including any deemed release
upon payment in full of all obligations under such Indebtedness other than as a
result of payment under such guarantee), at a time when (A) no other
Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or
(B) the holders of all

                                       102
<Page>

such other Indebtedness which is guaranteed by such Restricted Subsidiary also
release their guarantee by such Restricted Subsidiary (including any deemed
release upon payment in full of all obligations under such Indebtedness other
than as a result of payment under such guarantee) or (iii) the designation of
such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the
terms of this Indenture.

          SECTION 1017. Limitation on Dividends and Other Payment
                        Restrictions Affecting Restricted Subsidiaries.
                        ----------------------------------------------

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

          (a) pay dividends, in cash or otherwise, or make any other
     distributions on or in respect of its Capital Stock or any other interest
     or participation in, or measured by, its profits to the extent owned by the
     Company or any Restricted Subsidiary;

          (b) pay any Indebtedness owed to the Company or any other Restricted
     Subsidiary;

          (c) make any Investment in the Company or any other Restricted
     Subsidiary; or

          (d) transfer any of its properties or assets to the Company or any
     other Restricted Subsidiary;

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

          (i) any agreement in effect on the date of this Indenture pursuant to
     the Senior Credit Facility;

          (ii) customary provisions restricting subletting or assignment of any
     lease to which the Company or any Restricted Subsidiary is a party or to
     which any of their respective properties or assets are subject;

          (iii) any agreement or other instrument of a Person acquired by the
     Company or any Restricted Subsidiary in existence at the time of such
     acquisition (but not created in contemplation thereof), which encumbrance
     or restriction is not applicable to any Person, or the properties or assets
     of any Person, other than the Person, or the property or assets of the
     Person, so acquired;

          (iv) any encumbrance or restriction contained in contracts for sales
     of assets permitted by the provisions of Section 1014 of this Indenture
     with respect to the assets or Capital Stock to be sold pursuant to such
     contract;

                                       103
<Page>

          (v) Purchase Money Obligations for property acquired in the ordinary
     course of business that impose restrictions of the nature described in (d)
     above on the property so acquired;

          (vi) any encumbrance or restriction existing under any agreement that
     extends, renews, refinances or replaces the agreements containing the
     encumbrances or restrictions in the foregoing clauses (i) and (iii) and
     (v); provided that the terms and conditions of any such encumbrances or
     restrictions are not materially less favorable, taken as whole, to the
     holders of the Notes than those under or pursuant to the agreement so
     extended, renewed, refinanced or replaced; or

          (vii) provisions with respect to the receipt of a rebate on an
     operating lease until all obligations due to a lessor on other operating
     leases are satisfied or other customary restrictions in respect of assets
     or contract rights acquired by a Restricted Subsidiary in connection with a
     sale and leaseback transaction.

          SECTION 1018. Limitation on Sale and Leaseback Transactions.
                        ---------------------------------------------

          The Company will not, and will not permit any Restricted Subsidiary
to, enter into any sale and leaseback transaction (other than a New Aircraft
Sale and Leaseback Transaction and a sale and leaseback transaction between the
Company or any of its Restricted Subsidiaries and any Restricted Subsidiary)
with respect to any property or assets (whether now owned or hereafter
acquired), whereby the Company or a Restricted Subsidiary sells or transfers
such assets or properties and then or thereafter leases such assets or
properties or any part thereof or any other assets or properties which the
Company or such Restricted Subsidiary, as the case may be, intends to use for
substantially the same purpose or purposes as the assets or properties sold or
transferred unless:

          (a) the sale or transfer of such property or assets to be leased is
     treated as an Asset Sale and the Company complies with Section 1014 of this
     Indenture; provided, however, that in connection with the sale and
     leaseback transactions with respect to helicopter and fixed-wing aircraft,
     the Company and its Restricted Subsidiaries only need comply with Section
     1014(a)(ii) on an aggregate basis and no individual sale of a helicopter or
     fixed-wing aircraft need be made for at least 75% cash or Cash Equivalents
     as consideration, provided that the aggregate cash or Cash Equivalent
     consideration received by the Company and its Restricted Subsidiaries with
     respect to the sale of all helicopter or fixed-wing aircraft during the
     life of this Indenture must be at least 75% of the total consideration
     received with respect to all such sales;

          (b) the Company or such Restricted Subsidiary would be permitted to
     incur Indebtedness under Section 1008 of this Indenture in the amount of
     the Attributable Indebtedness incurred in respect of such sale and
     leaseback transaction; and

          (c) the Company or such Restricted Subsidiary would be permitted to
     grant a Lien pursuant to Section 1012 of this Indenture to secure the
     amount of the Attributable Indebtedness in respect of such sale and
     leaseback transaction.

                                       104
<Page>

          SECTION 1019. Limitation on Senior Subordinated Indebtedness.
                        ----------------------------------------------

          The Company will not, and will not permit any Subsidiary Guarantor to,
directly or indirectly, create, issue, incur, assume, guarantee or otherwise in
any manner become directly or indirectly liable for or with respect to or
otherwise permit to exist any Indebtedness that is subordinate in right of
payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the
case may be, unless such Indebtedness is also pari passu with the Notes or the
Guarantee of such Subsidiary Guarantor, as the case may be, or subordinated in
right of payment to the Notes or such Guarantee, as the case may be, at least to
the same extent as the Notes or such Guarantee are subordinated in right of
payment to Senior Indebtedness or Guarantor Senior Indebtedness of such
Subsidiary Guarantor, as the case may be, as set forth in this Indenture.

          SECTION 1020. Limitation on Unrestricted Subsidiaries.
                        ---------------------------------------

          (a) The Board of Directors of the Company may designate any Restricted
Subsidiary to be an "Unrestricted Subsidiary" only if:

          (i) no Default shall have occurred and be continuing at the time of or
     after giving effect to such designation;

          (ii) the Company would be permitted to make an Investment (other than
     a Permitted Investment) at the time of designation (assuming the
     effectiveness of such designation) pursuant to the first paragraph of
     Section 1009 of this Indenture in an amount equal to the greater of (1) the
     net book value of the Company's interest in such Subsidiary calculated in
     accordance with GAAP or (2) the Fair Market Value of the Company's interest
     in such Subsidiary as determined in good faith by the Company's board of
     directors;

          (iii) the Company would be permitted under this Indenture to incur
     U.S.$1.00 of additional Indebtedness (other than Permitted Indebtedness)
     pursuant to Section 1008 of this Indenture at the time of such designation
     (assuming the effectiveness of such designation);

          (iv) neither the Company nor any Restricted Subsidiary has a contract,
     agreement, arrangement, understanding or obligation of any kind, whether
     written or oral, with such Subsidiary other than those that might be
     obtained at the time from Persons who are not Affiliates of the Company;

          (v) such Subsidiary does not own any Capital Stock in any Restricted
     Subsidiary of the Company which is not simultaneously being designated an
     Unrestricted Subsidiary; and

          (vi) such Subsidiary is not liable, directly or indirectly, with
     respect to any Indebtedness other than Non-Recourse Debt.

          In the event of any such Designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to Section
1009 of this Indenture for

                                       105
<Page>

all purposes of this Indenture in an amount equal to the lesser of (1) the net
book value of the Company's interest in such Subsidiary calculated in accordance
with GAAP or (2) the Fair Market Value of the Company's interest in such
Subsidiary as determined in good faith by the Board of Directors of the Company.

          (b) The Board of Directors of the Company may designate any
Unrestricted Subsidiary as a Restricted Subsidiary if:

          (i) no Default or Event of Default shall have occurred and be
     continuing at the time of and after giving effect to such designation; and

          (ii) unless such redesignated Subsidiary shall not have any
     Indebtedness outstanding (other than Indebtedness that would be Permitted
     Indebtedness), immediately before and after giving effect to such proposed
     designation, and after giving pro forma effect to the incurrence of any
     such Indebtedness of such redesignated Subsidiary as if such Indebtedness
     was incurred on the date of the redesignation, the Company could incur
     U.S.$1.00 of additional Indebtedness (other than Permitted Indebtedness)
     pursuant to Section 1008 of this Indenture.

          (c) Any such designation as an Unrestricted Subsidiary or Restricted
Subsidiary by the Board of Directors of the Company shall be evidenced to the
Trustee by filing a Board Resolution with the Trustee giving effect to such
designation.

          SECTION 1021. Limitation on Business.
                        ----------------------

          The Company will not, and will not permit any Restricted Subsidiary
to, engage in a business that is not a Permitted Business.

          SECTION 1022. Reports.
                        -------

          For so long as the Notes are outstanding, whether or not the Company
has a class of securities registered under the Exchange Act, the Company shall
furnish without cost to each Holder and file with the Trustee and the Commission
(if permitted by Commission practice and applicable law and regulations): (i) as
soon as available but within 140 days after the end of each financial year of
the Company, annual reports on Form 20-F (or any successor form) containing the
information required to be contained therein (or required in such successor
form), including audited year-end consolidated financial statements (including a
balance sheet, income statement and statement of changes of cash flow) prepared
in accordance with GAAP consistently applied (reconciled to United States
generally accepted accounting principles); (ii) as soon as available but within
60 days after the end of each of the first three fiscal quarters of each
financial year of the Company, reports on Form 6-K (or any successor form)
containing substantially the same information required to be contained in Form
10-Q (or required in such successor form), including unaudited quarterly
consolidated financial statements (including a balance sheet, income statement
and statement of changes of cash flow) prepared in accordance with GAAP
consistently applied (reconciled to United States generally accepted accounting
principles); and (iii) promptly from time to time after the occurrence of an
event required to be therein reported, such other reports on Form 6-K (or any
successor form) containing substantially the same infor-

                                       106
<Page>

mation required to be contained in Form 8-K (or required in any successor form).
In addition, for so long as any of the Notes remain outstanding, the Company
will make available to any prospective purchaser of Notes or beneficial owner of
Notes in connection with any sale thereof the information required by Rule
144A(d)(4) under the Securities Act, until such time as the Company has either
exchanged the Notes for securities identical in all material respects which have
been registered under the Securities Act or until such time as the Holders
thereof have disposed of such Notes pursuant to an effective registration
statement under the Securities Act.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

          SECTION 1023. Payment of Additional Amounts.
                        -----------------------------

          All payments made by the Company or a Subsidiary Guarantor under or
with respect to the Notes or a Guarantee will be made free and clear of, and
without withholding or deduction for or on account of, any present or future
tax, duty, levy, impost, assessment or other governmental charge imposed or
levied by or on behalf of any Taxing Authority ("Taxes"), unless the Company or
a Subsidiary Guarantor is required to withhold or deduct Taxes by law or by the
interpretation or administration thereof. If the Company or a Subsidiary
Guarantor is so required to withhold or deduct any amount for or on account of
Taxes from any payment made under or with respect to the Notes, the Company or
such Subsidiary Guarantor will pay such additional amounts ("Additional
Amounts") as may be necessary so that the net amount received by each Holder
(including Additional Amounts) after such withholding or deduction (including
any withholding or deduction in respect of Additional Amounts) will not be less
than the amount the Holder and beneficial owner would have received if such
Taxes had not been withheld or deducted; provided that no Additional Amounts
will be payable with respect to a payment made to a Holder or to a third party
on behalf of a Holder to the extent the following exceptions apply (to such
extent, an "Excluded Holder"): (i) in the case of Canadian withholding Taxes,
the Company does not deal at arm's length (within the meaning of the Income Tax
Act (Canada)) with such Holder at the time of making such payment, (ii) the
Holder is subject to such Taxes by reason of its being connected with the
relevant Taxing Jurisdiction otherwise than by reason of the Holder's activity
in connection with purchasing the Notes, or by the mere holding or disposition
of Notes or the receipt of payments thereunder or the enforcement of its rights
thereunder, or (iii) the payment could have been made without such deduction or
withholding if the beneficiary of the payment had presented the Note for payment
within 30 days after the date on which such payment or such Note became due and
payable or the date on which payment thereof is duly provided for, whichever is
later (except to the extent that the Holder would have been entitled to
Additional Amounts had the Note been presented on the last day of such 30-day
period).

          The Company or a Subsidiary Guarantor will also (a) make such
withholding or deduction and (b) remit the full amount deducted or withheld to
the relevant authority in accordance with applicable law. The Company or a
Subsidiary Guarantor will furnish to the Holders of the Notes, within 30 days
after the date the payment of any Taxes is due pursuant to applica-

                                       107
<Page>

ble law, certified copies of tax receipts evidencing such payment by the Company
or such Subsidiary Guarantor. The Company or a Subsidiary Guarantor will
indemnify and hold harmless each Holder (other than an Excluded Holder) and upon
written request reimburse each such Holder for the amount of (1) any Taxes so
levied or imposed and paid by such Holder as a result of payments made under or
with respect to the Notes and (2) any Taxes levied or imposed and paid by such
holder with respect to any indemnification payments under (1), but excluding any
such Taxes on such Holder's net income.

          At least 30 days prior to each date on which any payment under or with
respect to the Notes is due and payable, if the Company or a Subsidiary
Guarantor will be obligated to pay Additional Amounts with respect to such
payment, the Company will deliver to the Trustee an Officer's Certificate
stating the fact that such Additional Amounts will be payable and the amounts so
payable, and will set forth such other information necessary to enable the
Trustee to pay such Additional Amounts to Holders on the payment date. Whenever
in the Indenture there is mentioned, in any context, the payment of principal
(and premium, if any), Redemption Price, Change in Control Purchase Price,
interest or any other amount payable under or with respect to any Note, such
mention shall be deemed to include mention of the payment of Additional Amounts
or indemnification payments to the extent that, in such context, Additional
Amounts or indemnification payments are, were or would be payable in respect
thereof.

          The Company will pay any present or future stamp, court, documentary
or other similar Taxes, charges or levies that arise in any Taxing Jurisdiction
from the execution, delivery or registration of, or enforcement of rights under,
this Indenture or any related document ("Documentary Taxes").

          The obligation to pay Additional Amounts, any indemnification payments
and Documentary Taxes under the terms and conditions described above will
survive any termination, defeasance or discharge of this Indenture.

          SECTION 1024. Waiver of Certain Covenants.
                        ---------------------------

          The Company and the Subsidiary Guarantors may omit in any particular
instance to comply with any term, provision or condition set forth in Sections
1007 to 1012, inclusive, and Sections 1015 to 1021, inclusive, if before or
after the time for such compliance the Holders of at least a majority in
aggregate principal amount of all Outstanding Notes affected by such term,
provision or covenant, by Act of such Holders, waive such compliance in such
instance with such term, provision or condition, but no such waiver shall extend
to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company, the Restricted Subsidiaries and the duties of the Trustee, as
applicable, in respect of any such term, provision or condition shall remain in
full force and effect.

                                       108
<Page>

                                 ARTICLE ELEVEN

                               REDEMPTION OF NOTES

          SECTION 1101. Redemption.
                        ----------

          The Notes may or shall be, as the case may be, redeemed, as a whole or
from time to time in part, subject to the conditions and the Redemption Prices
specified in the form of Note, together with accrued and unpaid interest, if
any, to the Redemption Date (subject to the right of Holders of record on
relevant record dates to receive interest due on an Interest Payment Date), on
the Redemption Date.

          SECTION 1102. Applicability of Article.
                        ------------------------

          Redemption of Notes at the election of the Company or otherwise, as
permitted or required by any provision of this Indenture, shall be made in
accordance with the terms of such Notes and in accordance with this Article
Eleven.

          SECTION 1103. Election to Redeem; Notice to Trustee.
                        -------------------------------------

          The election of the Company to redeem any Notes pursuant to Section
1101 shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Notes to be redeemed and shall deliver to the Trustee
such documentation and records as shall enable the Trustee to select the Notes
to be redeemed pursuant to Section 1104.

          SECTION 1104. Selection by Trustee of Notes to Be Redeemed.
                        --------------------------------------------

          If less than all the Notes are to be redeemed, the particular Notes to
be redeemed shall be selected by the Trustee, from the Outstanding Notes not
previously called for redemption, in compliance with the requirements of the
principal national securities exchange, if any, on which such Notes are listed,
or, if such Notes are not so listed, by lot or by any other method as the
Trustee shall deem fair and appropriate (and in such manner as complies with
applicable legal requirements) and which may provide for the selection for
redemption of portions of the principal of Notes; provided, however, that no
such partial redemption shall reduce the portion of the principal amount of a
Note not redeemed to less than U.S.$1,000; provided further that any such
redemption pursuant to the provisions relating to a Equity Offering shall be
made on a pro rata basis or on as nearly a pro rata basis as practicable. Notice
of redemption shall be sent by first-class mail at least 30 but not more than 60
days before the Redemption Date to each Holder of Notes to be redeemed at its
registered address. On and after the Redemption Date, interest shall cease to
accrue on Notes or portions thereof called for redemption and accepted for
payment, unless the Company defaults in the payment of the Redemption Price.

                                       109
<Page>

          The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Notes selected for partial
redemption, the principal amount thereof to be redeemed.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Notes shall relate, in the
case of any Note redeemed or to be redeemed only in part, to the portion of the
principal amount of such Note which has been or is to be redeemed.

          SECTION 1105. Notice of Redemption.
                        --------------------

          Notice of redemption shall be given in the manner provided for in
Section 106 not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Notes to be redeemed. The Trustee shall give notice of
redemption in the Company's name and at the Company's expense; provided,
however, that the Company shall deliver to the Trustee, at least 45 days prior
to the Redemption Date, an Officer's Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in the following items.

          All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price and the amount of accrued interest, if any,
     to the Redemption Date payable as provided for in Section 1107,

          (3) if less than all Outstanding Notes are to be redeemed, the
     identification of the particular Notes to be redeemed, as well as the
     aggregate principal amount of Notes to be redeemed and the aggregate
     principal amount of Notes to be outstanding after such partial redemption,

          (4) in case any Note is to be redeemed in part only, the notice which
     relates to such Note shall state that on and after the Redemption Date,
     upon surrender of such Note, the holder will receive, without charge, a new
     Note or Notes of authorized denominations for the principal amount thereof
     remaining unredeemed,

          (5) that on the Redemption Date the Redemption Price (and accrued
     interest, if any, to the Redemption Date payable as provided in Section
     1107) will become due and payable upon each such Note, or the portion
     thereof, to be redeemed, and, unless the Company defaults in making the
     redemption payment, that interest on Notes called for redemption (or the
     portion thereof) will cease to accrue on and after said date,

          (6) the place or places where such Notes are to be surrendered for
     payment of the Redemption Price and accrued interest, if any,

          (7) the name and address of the Paying Agent,

                                       110
<Page>

          (8) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the Redemption Price,

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

          (10) the paragraph of the Notes pursuant to which the Notes are to be
     redeemed.

          SECTION 1106. Deposit of Redemption Price.
                        ---------------------------

          Prior to 10:00 A.M. on any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money sufficient to pay the Redemption Price of, and accrued interest on, all
the Notes which are to be redeemed on that date.

          SECTION 1107. Notes Payable on Redemption Date.
                        --------------------------------

          Notice of redemption having been given as aforesaid, the Notes so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified (together with accrued interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such Notes
shall cease to bear interest. Upon surrender of any such Note for redemption in
accordance with said notice, such Note shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Notes, or one or more Predecessor Notes, registered as such at the close of
business on the relevant Regular Record Date or Special Record Date, as the case
may be, according to their terms and the provisions of Section 307.

          If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate of interest set forth in the
Note.

          SECTION 1108. Notes Redeemed in Part.
                        ----------------------

          Any Note which is to be redeemed only in part (pursuant to the
provisions of this Article) shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Note without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder,
in an aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Note so surrendered, provided that each such new
Note will be in a principal amount of U.S.$1,000 or integral multiple thereof.

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<Page>

                                 ARTICLE TWELVE

                             SUBORDINATION OF NOTES

          SECTION 1201. Notes Subordinate to Senior Indebtedness.
                        ----------------------------------------

          The Company covenants and agrees, and each Holder of a Note, by its
acceptance thereof, likewise covenants and agrees, for the benefit of the
holders, from time to time, of Senior Indebtedness that, to the extent and in
the manner hereinafter set forth in this Article, the Indebtedness represented
by the Notes and the payment of the principal of (and premium, if any) and
interest on each and all of the Notes are hereby expressly made subordinate and
subject in right of payment as provided in this Article to the prior payment in
full in cash or cash equivalents or in any other form acceptable to each holder
of Senior Indebtedness, of all Senior Indebtedness; provided, however, that the
Notes, the Indebtedness represented thereby and the payment of the principal of
(and premium, if any) and interest on the Notes in all respects shall rank
equally with, or prior to, all existing and future senior subordinated
indebtedness (including, without limitation, Indebtedness) of the Company that
is subordinated to Senior Indebtedness.

          SECTION 1202. Payment over of Proceeds upon Dissolution, Etc.
                        ----------------------------------------------

          In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relating to the Company or to its assets, or
(b) any liquidation, dissolution or other winding-up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any assignment for the benefit of creditors or other marshalling of
assets or liabilities of the Company (except in connection with the
consolidation or merger of the Company or its liquidation or dissolution
following the conveyance, transfer or lease of its properties and assets
substantially as an entirety upon the terms and conditions described under
Article Eight), then and in any event:

          (1) the holders of Senior Indebtedness shall be entitled to receive
     payment in full in cash or cash equivalents or in any other form acceptable
     to each holder of Senior Indebtedness, or provision satisfactory to the
     holders of Senior Indebtedness shall be made for such payment in full,
     before the Holders will be entitled to receive any payment or distribution
     of any kind or character (other than any payment or distribution in the
     form of equity securities or subordinated securities of the Company or any
     successor obligor that, in the case of any such subordinated securities,
     are subordinated in right of payment to all Senior Indebtedness that may at
     the time be outstanding to at least the same extent as the Notes are so
     subordinated as provided in this Indenture (such equity securities or
     subordinated securities hereinafter being "Permitted Junior Securities")
     and any payment made pursuant to Article Fourteen from monies or
     non-callable U.S. Government Securities or a combination thereof previously
     deposited with the Trustee) on account of principal of (or premium, if any)
     or interest on, or any other amount payable in respect of, the Notes or on
     account of the purchase or redemption or other acquisition of Notes; and

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<Page>

          (2) any payment or distribution of assets of the Company of any kind
     or character, whether in cash, property or securities (other than a payment
     or distribution in the form of Permitted Junior Securities and any payment
     made pursuant to Article Fourteen from monies or non-callable U.S.
     Government Securities or a combination thereof previously deposited with
     the Trustee), by set-off or otherwise, to which the Holders or the Trustee
     would be entitled but for the provisions of this Indenture shall be paid by
     the liquidating trustee or agent or other Person making such payment or
     distribution, whether a trustee in bankruptcy, a receiver or liquidating
     trustee or otherwise, directly to the holders of Senior Indebtedness or
     their representative ratably according to the aggregate amounts remaining
     unpaid on account of the Senior Indebtedness to the extent necessary to
     make payment in full of all Senior Indebtedness remaining unpaid, after
     giving effect to any concurrent payment or distribution to the holders of
     such Senior Indebtedness.

          The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the conveyance, transfer or lease of its properties and assets substantially as
an entirety to another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets
and liabilities of the Company for the purposes of this Section if the Person
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance, transfer or lease such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance, transfer or lease, comply with the conditions
set forth in Article Eight.

          SECTION 1203. Suspension of Payment When Designated Senior
                        Indebtedness in Default.
                        -----------------------

          (a) Unless Section 1202 shall be applicable, (1) upon the occurrence
of a Payment Default and (2) after receipt by the Trustee of written notice
thereof from the Administrative Agent or any other representative of a holder of
Designated Senior Indebtedness, no payment or distribution of any assets of the
Company of any kind or character, whether in cash, property or securities (other
than Permitted Junior Securities and payments made pursuant to Article Fourteen
from cash in U.S. dollars or non-callable U.S. Government Securities or a
combination thereof previously deposited with the Trustee), shall be made by or
on behalf of the Company on account of principal of (or premium, if any) or
interest on, or any other amount payable in respect of, the Notes or on account
of the purchase, redemption or other acquisition of Notes unless and until such
Payment Default shall have been cured or waived in writing from the
Administrative Agent or any other representative of a holder of Designated
Senior Indebtedness or shall have ceased to exist or such Designated Senior
Indebtedness shall have been discharged or paid in full, after which the Company
shall resume making any and all required payments in respect of the Notes,
including any missed payments.

          (b) Unless Section 1202 shall be applicable (1) upon the occurrence of
a Non-Payment Default and (2) after receipt by the Trustee of written notice
thereof from the Administrative Agent or any other representative of a holder of
Designated Senior Indebtedness, then no payment or distribution of any assets of
the Company of any kind or character, whether in cash,

                                       113
<Page>

property or securities (other than Permitted Junior Securities and payments made
pursuant to Article Fourteen from cash in U.S. dollars, non-callable U.S.
Government Securities or a combination thereof previously deposited with the
Trustee), shall be made by or on behalf of the Company on account of any
principal of (or premium, if any) or interest on, or any other amount payable in
respect of, the Notes or on account of the purchase, redemption or other
acquisition of Notes for a period ("Payment Blockage Period") commencing on the
date of receipt by the Trustee of written notice from the Administrative Agent
or such other representative of the occurrence of a Non-Payment Default and
ending on the earliest of (i) 179 days thereafter (provided that any Designated
Senior Indebtedness as to which notice was given shall not theretofore have been
accelerated, in which case the provisions of paragraph (a) shall apply), (ii)
the date on which such Non-Payment Default (and all other Non-Payment Defaults
as to which notice is given after such Payment Blockage Period is initiated) is
cured, waived or ceases to exist or such Designated Senior Indebtedness is
discharged or paid in full in cash or Cash Equivalents or (iii) the date on
which such Payment Blockage Period shall have been terminated by written notice
to the Trustee or the Company from the Administrative Agent or such other
representative initiating such Payment Blockage Period, after which the Company
shall resume making any and all required payments in respect of the Notes,
including any missed payments. In any event, not more than one Payment Blockage
Period may be commenced during any period of 365 consecutive days and there must
be a period of at least 186 consecutive days in each period of 365 consecutive
days when no Payment Blockage Period is in effect. No event of default that
existed or was continuing on the date of the commencement of any Payment
Blockage Period will be, or can be, made the basis for the commencement of a
subsequent Payment Blockage Period, unless such default has been cured or waived
for a period of not less than 90 consecutive days subsequent to the commencement
of such initial Payment Blockage Period. In no event will a Payment Blockage
Period extend beyond 179 days.

          In the event that, notwithstanding the foregoing and the provisions of
Section 1202, any payment or distribution shall be made to the Trustee or to the
Holders which is prohibited by the foregoing provisions of this Section and the
provisions of Section 1202, then and in such event such payment shall be paid
over and delivered forthwith by the Trustee to the Administrative Agent and any
other representative of holders of Designated Senior Indebtedness, as their
interests may appear, to the extent necessary to pay in full all Designated
Senior Indebtedness.

          SECTION 1204. Payment Permitted If No Default.
                        -------------------------------

          Nothing contained in this Article or elsewhere in this Indenture or in
any of the Notes shall prevent the Company, at any time except during the
pendency of any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 1202 or under the conditions
described in Section 1203, from making payments at any time of principal of, and
premium, if any, or interest on the Notes.

                                       114
<Page>

          SECTION 1205. Subrogation to Rights of Holders of Senior
                        Indebtedness.
                        ------------

          Subject to the payment in full of all Senior Indebtedness, the Holders
of the Notes shall be subrogated (equally and ratably with the holders of all
Pari Passu Indebtedness of the Company) to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to Senior Indebtedness. For purposes of such subrogation,
no payments or distributions to the holders of Senior Indebtedness of any cash,
property or securities to which the Holders of the Notes or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Indebtedness
by Holders of the Notes or on their behalf or by the Trustee, shall, as among
the Company, its creditors other than holders of Senior Indebtedness, and the
Holders of the Notes, be deemed to be a payment or distribution by the Company
to or on account of the Senior Indebtedness; it being understood that the
provisions of this Article are intended solely for the purpose of determining
the relative rights of the Holders of Notes, on the one hand, and the holders of
Senior Indebtedness, on the other hand.

          SECTION 1206. Provisions Solely to Define Relative Rights.
                        -------------------------------------------

          The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Notes is intended to or shall
(a) impair, as between the Company and the Holders, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders the
principal of, and premium, if any, and interest on the Notes as and when the
same shall become due and payable in accordance with their terms; (b) affect the
relative rights against the Company of the Holders and creditors of the Company
other than the holders of Senior Indebtedness; or (c) prevent the Trustee or any
Holder from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
of the holders of Senior Indebtedness.

          SECTION 1207. Trustee to Effectuate Subordination.
                        -----------------------------------

          Each Holder of a Note by its acceptance thereof authorizes and directs
the Trustee on its behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article and appoints the
Trustee his attorney-in-fact for any and all such purposes. If the Trustee does
not file a proper proof of claim or proof of debt in the form required in any
proceeding referred to in Section 504 hereof at least 30 days before the
expiration of the time to file such claim, the Administrative Agent (if the
Senior Credit Facility is still outstanding) is hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Notes.

          SECTION 1208. No Waiver of Subordination Provisions.
                        -------------------------------------

          No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any

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<Page>

act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any non-compliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

          SECTION 1209. Distribution or Notice to Representative.
                        ----------------------------------------

          Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative.

          Upon any payment or distribution of assets of the Company referred to
in this Article Twelve, the Trustee and the Holders shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other acts pertinent thereto or to this Article
Twelve.

          SECTION 1210. Notice to Trustee.
                        -----------------

          (a) The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Notes. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Notes, unless and
until the Trustee shall have received written notice thereof from the Company,
the Administrative Agent or a holder of Senior Indebtedness or from any trustee,
fiduciary or agent therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to TIA Sections 315(a) through 315(d), shall be
entitled in all respects to assume that no such facts exist; provided, however,
that, if the Trustee shall not have received the notice provided for in this
Section not later than 9:00 a.m. New York time on the day which is at least two
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of, and premium, if any, or interest on any Note), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purpose
for which such money was received and shall not be affected by any notice to the
contrary which may be received by it after 9:00 a.m. New York time on the day
which is two Business Days prior to such date.

          (b) Subject to TIA Sections 315(a) through 315(d), the Trustee shall
be entitled to conclusively rely on the delivery to it of a written notice by a
Person representing itself to be a holder of Senior Indebtedness (or a trustee,
fiduciary or agent therefor) to establish that such notice has been given by a
holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any pay-

                                       116
<Page>

ment or distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

          SECTION 1211. Reliance on Judicial Order or Certificate of
                        Liquidating Agent.
                        -----------------

          Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to TIA Sections 315(a) through 315(d), and
the Holders of the Notes shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Notes, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article;
provided that such court, trustee, receiver, custodian, assignee, agent or other
Person has been apprised of, or the order, decree or certificate makes reference
to, the provisions of this Article.

          SECTION 1212. Rights of Trustee As a Holder of Senior Indebtedness;
                        Preservation of Trustee's Rights.
                        --------------------------------

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607.

          SECTION 1213. Article Applicable to Paying Agents.
                        -----------------------------------

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1212 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

          SECTION 1214. No Suspension of Remedies.
                        -------------------------

          Nothing contained in this Article shall limit the right of the Trustee
or the Holders of Notes to take any action to accelerate the maturity of the
Notes pursuant to Article Five or to

                                       117
<Page>

pursue any rights or remedies hereunder or under applicable law, except as
provided in Article Five.

          SECTION 1215. Trust Moneys Not Subordinated.
                        -----------------------------

          Notwithstanding anything contained herein to the contrary, payments
from cash or the proceeds of U.S. Government Securities held in trust under
Article Fourteen hereof by the Trustee (or other qualifying trustee) and which
were deposited in accordance with the terms of Article Fourteen hereof and not
in violation of Section 1203 hereof for the payment of principal of (and
premium, if any) and interest on the Notes shall not be subordinated to the
prior payment of any Senior Indebtedness or subject to the restrictions set
forth in this Article Twelve, and none of the Holders shall be obligated to pay
over any such amount to the Company or any holder of Senior Indebtedness or any
other creditor of the Company.

          SECTION 1216. Trustee Not Fiduciary for Holders of Senior
                        Indebtedness.
                        ------------

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if
the Trustee shall mistakenly, in the absence of negligence or willful
misconduct, pay over or distribute to Holders of Notes or to the Company or to
any other Person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise. With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants or obligations as are specifically set
forth in this Article and no implied covenants or obligations with respect to
holders of Senior Indebtedness shall be read into this Indenture against the
Trustee.

          SECTION 1217. Rights of Trustee as Holder of Senior Indebtedness;
                        Preservation of Trustee's Rights.
                        --------------------------------

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

          Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

                                ARTICLE THIRTEEN

                                   GUARANTEES

          SECTION 1301. Guarantees.
                        ----------

          Each Subsidiary Guarantor, hereby jointly and severally, absolutely,
unconditionally and irrevocably guarantees the Notes and obligations of the
Company hereunder and thereunder, and guarantees to each Holder of a Note
authenticated and delivered by the Trustee, and

                                       118
<Page>

to the Trustee on behalf of such Holder, that: (a) the principal of (and
premium, if any) and interest on the Notes will be paid in full when due,
whether at Stated Maturity, by acceleration or otherwise (including, without
limitation, the amount that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Law), together with
interest on the overdue principal, if any, and interest on any overdue interest,
to the extent lawful, and all other obligations of the Company to the Holders or
the Trustee hereunder or thereunder will be paid in full or performed, all in
accordance with the terms hereof and thereof; and (b) in case of any extension
of time of payment or renewal of any Notes or of any such other obligations, the
same will be paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at Stated Maturity, by acceleration or
otherwise, subject, however, in the case of clauses (a) and (b) above, to the
limitations set forth in Section 1305 hereof.

          Each Subsidiary Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, any release of any other Subsidiary
Guarantor, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor.

          Each Subsidiary Guarantor hereby waives (to the extent permitted by
law) the benefits of diligence, presentment, demand for payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company or any other Person,
protest, notice and all demands whatsoever and covenants that the Guarantee of
such Subsidiary Guarantor shall not be discharged as to any Note except by
complete performance of the obligations contained in such Note, this Indenture
and such Guarantee. Each Subsidiary Guarantor acknowledges that the Guarantee is
a guarantee of payment and not of collection. Each of the Subsidiary Guarantors
hereby agrees that, in the event of a default in payment of principal (or
premium, if any) or interest on such Note, whether at its Stated Maturity, by
acceleration, purchase or otherwise, legal proceedings may be instituted by the
Trustee on behalf of, or by, the Holder of such Note, subject to the terms and
conditions set forth in this Indenture, directly against each of the Subsidiary
Guarantors to enforce such Subsidiary Guarantor's Guarantee without first
proceeding against the Company or any other Subsidiary Guarantor. Each
Subsidiary Guarantor agrees that if, after the occurrence and during the
continuance of an Event of Default, the Trustee or any of the Holders are
prevented by applicable law from exercising their respective rights to
accelerate the maturity of the Notes, to collect interest on the Notes, or to
enforce or exercise any other right or remedy with respect to the Notes, such
Subsidiary Guarantor will pay to the Trustee for the account of the Holders,
upon demand therefor, the amount that would otherwise have been due and payable
had such rights and remedies been permitted to be exercised by the Trustee or
any of the Holders.

          If any Holder or the Trustee is required by any court or otherwise to
return to the Company or any Subsidiary Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such
Holder, the Guarantee of each of the Subsidiary Guarantors, to the extent
theretofore discharged, shall be reinstated in full force and effect. Each
Subsidiary

                                       119
<Page>

Guarantor further agrees that, as between each Subsidiary Guarantor, on the one
hand, and the Holders and the Trustee, on the other hand, (x) subject to this
Article Thirteen, the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Five hereof for the purposes of the Guarantee
of such Subsidiary Guarantor, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article Five hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by each Subsidiary Guarantor for
the purpose of the Guarantee of such Subsidiary Guarantor.

          Each Guarantee shall remain in full force and effect and continue to
be effective should any petition be filed by or against the Company for
liquidation or reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Notes are,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Notes, whether as a "voidable
preference", "fraudulent transfer" or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Notes shall, to the
fullest extent permitted by law, be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

          SECTION 1302. Severability.
                        ------------

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

          SECTION 1303. Restricted Subsidiaries.
                        -----------------------

          If the Company or any of its Restricted Subsidiaries acquires or forms
a Restricted Subsidiary, the Company may cause any such Restricted Subsidiary
(and any other Restricted Subsidiary as required pursuant to Section 1015 or any
other provision of this Indenture) to (i) execute and deliver to the Trustee a
supplemental indenture in accordance with the provisions of Article Nine of this
Indenture pursuant to which such Restricted Subsidiary shall guarantee all of
the obligations on the Notes, whether for principal, premium, if any, interest
(including interest accruing after the filing of, or which would have accrued
but for the filing of, a petition by or against the Company under Bankruptcy
Law, whether or not such interest is allowed as a claim after such filing in any
proceeding under such law) and other amounts due in connection therewith
(including any fees, expenses and indemnities), on a senior unsecured
subordinated basis, and (ii) deliver to such Trustee an Opinion of Counsel
reasonably satisfactory to such Trustee to the effect that such supplemental
indenture has been duly executed and delivered by such Restricted Subsidiary and
is in compliance with the terms of this Indenture. Upon the execution of any
such supplemental indenture, the obligations of the Subsidiary Guarantors and
any such Restricted Subsidiary under their respective Guarantees shall become
joint and several and

                                       120
<Page>

each reference to the "Subsidiary Guarantor" in this Indenture shall, subject to
Section 1308, be deemed to refer to all Subsidiary Guarantors, including such
Restricted Subsidiary.

          SECTION 1304. Subordination of Guarantees.
                        ---------------------------

          The Guarantee issued by any Subsidiary Guarantor will be an unsecured
senior subordinated obligation of such Subsidiary Guarantor, ranking pari passu
with all other existing and future senior subordinated indebtedness of such
Subsidiary Guarantor, if any. The Indebtedness evidenced by such Guarantee will
be subordinated on the same basis to Guarantor Senior Indebtedness of such
Subsidiary Guarantor as the Notes are subordinated to Senior Indebtedness under
Article Twelve.

          SECTION 1305. Limitation of Liability.
                        -----------------------

          Each Subsidiary Guarantor and by its acceptance hereof each Holder
confirms that it is the intention of all such parties that the guarantee by each
such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent
transfer or conveyance for purposes of the Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law or the provisions of its local law relating to fraudulent
transfer or conveyance. To effectuate the foregoing intention, the Holders and
each such Subsidiary Guarantor hereby irrevocably agree that the obligations of
such Subsidiary Guarantor under its Guarantee shall be limited to the maximum
amount that will not, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Guarantee or pursuant to Section 1305 hereof, result in the obligations of
such Subsidiary Guarantor under its Guarantee constituting such fraudulent
transfer or conveyance.

          Each Guarantor that is incorporated, organized or formed, as the case
may be, in Sweden (a "Swedish Guarantor"), and by its acceptance hereof, each
Holder and the Trustee, hereby confirms that notwithstanding any other provision
of this Indenture, or any related agreements or certificates, the Guarantee of a
Swedish Guarantor is limited to the maximum amount which can be paid out by such
Swedish Guarantor under Swedish law in general and in particular without such
payment constituting a payment in violation of the Swedish Companies Act in
force from time to time regulating distribution of dividend of assets within the
meaning of Chapter 12 Section 2 (or its equivalent from time to time).

          SECTION 1306. Contribution.
                        ------------

          In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the
event any payment or distribution is made by any Subsidiary Guarantor under a
Guarantee (each, a "Funding Guarantor"), such Funding Guarantor shall be
entitled to a contribution from all other Subsidiary Guarantors in a pro rata
amount based on the Adjusted Net Assets (as defined below) of each Subsidiary
Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Notes or

                                       121
<Page>

any other Subsidiary Guarantor's obligations with respect to the Guarantee of
such Subsidiary Guarantor. "Adjusted Net Assets" of such Subsidiary Guarantor at
any date shall mean the lesser of (x) the amount by which the fair value of the
property of such Subsidiary Guarantor exceeds the total amount of liabilities,
including, without limitation, contingent liabilities (after giving effect to
all other fixed and contingent liabilities incurred or assumed on such date),
but excluding liabilities under the Guarantee of such Subsidiary Guarantor at
such date and (y) the amount by which the present fair salable value of the
assets of such Subsidiary Guarantor at such date exceeds the amount that will be
required to pay the probable liability of such Subsidiary Guarantor on its debts
(after giving effect to all other fixed and contingent liabilities incurred or
assumed on such date), excluding debt in respect of the Guarantee of such
Subsidiary Guarantor, as they become absolute and matured.

          SECTION 1307. Subrogation.
                        -----------

          Each Subsidiary Guarantor shall be subrogated to all rights of Holders
against the Company in respect of any amounts paid by any Subsidiary Guarantor
pursuant to the provisions of Section 1301; provided, however, that, if an Event
of Default has occurred and is continuing, no Subsidiary Guarantor shall be
entitled to enforce or receive any payments arising out of, or based upon, such
right of subrogation until all amounts then due and payable by the Company under
this Indenture or the Notes shall have been paid in full.

          SECTION 1308. Reinstatement.
                        -------------

          Each Subsidiary Guarantor hereby agrees (and each Person who becomes a
Subsidiary Guarantor shall agree) that the Guarantee provided for in Section
1301 shall continue to be effective or be reinstated, as the case may be, if at
any time, payment, or any part thereof, of any obligations or interest thereon
is rescinded or must otherwise be restored by a Holder to the Company upon the
bankruptcy or insolvency of the Company or any Subsidiary Guarantor.

          SECTION 1309. Release of a Subsidiary Guarantor.
                        ---------------------------------

          (a) If no Default exists or would exist under this Indenture, the
Guarantee issued by any Subsidiary Guarantor under this Indenture shall be
automatically and unconditionally released and discharged (i) upon any sale,
exchange or transfer to any Person not an Affiliate of the Company or a
Restricted Subsidiary of all of the Company's directly or indirectly owned
Capital Stock in, or all or substantially all the assets of, such Subsidiary
Guarantor (which sale, exchange or transfer is not prohibited by this Indenture)
and (ii) so long as such Subsidiary Guarantor is not otherwise required to
provide a Guarantee pursuant to Section 1015 or any other provision of this
Indenture. The Guarantee issued by a Restricted Subsidiary that is an EU
Licensed Operator and by any of its Subsidiaries or by an EU Investorco and by
any of its Subsidiaries will be automatically released and discharged
concurrently with such EU Licensed Operator or EU Investorco, as the case may
be, ceasing to be a Restricted Subsidiary of the Company.

          (b) Concurrently with the discharge of the Notes under Section 401,
the defeasance of the Notes under Section 1402 hereof, or the covenant
defeasance of the Notes under

                                       122
<Page>

Section 1403 hereof, the Subsidiary Guarantors shall be released from all their
obligations under their respective Guarantees under this Article Thirteen.

          SECTION 1310. Benefits Acknowledged.
                        ---------------------

          Each Subsidiary Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Indenture
and that its respective guarantee and waiver pursuant to its respective
Guarantee is knowingly made in contemplation of such benefits.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 1401. Company's Option to Effect Defeasance
                        or Covenant Defeasance.
                        ----------------------

          The Company may, at its option and at any time, effect defeasance of
the Notes under Section 1402, or covenant defeasance of the Notes under Section
1403, in accordance with the terms of the Notes and in accordance with this
Article.

          SECTION 1402. Defeasance and Discharge.
                        ------------------------

          Upon the Company's exercise under Section 1401 of the option
applicable to this Section 1402, the Company, the Subsidiary Guarantors and any
other obligor of the Notes, if any, shall be deemed to have been discharged from
their obligations with respect to the Outstanding Notes and the Guarantees,
respectively, on the 123rd day after the conditions set forth in Section 1404
are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance
means that the Company, the Subsidiary Guarantors and any other obligor of the
Notes, if any, shall be deemed to have paid and discharged the entire
Indebtedness represented by the Outstanding Notes, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 1405 and the other
Sections of this Indenture referred to in (A) and (B) below, and to have
satisfied all its other obligations under the Notes and this Indenture insofar
as the Notes are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged hereunder
(A) the rights of Holders of such Outstanding Notes to receive, solely from the
trust fund described in Section 1404 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest on such Notes when such payments are due, (B) the Company's obligations
with respect to such Notes under Sections 304, 305, 306, 1002 and 1003, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder, and the
Company's obligations in connection therewith and (D) this Article Fourteen.
Subject to compliance with this Article Fourteen, the Company may exercise its
option under this Section 1402 notwithstanding the prior exercise of its option
under Section 1403 with respect to such Notes.

                                       123
<Page>

          SECTION 1403. Covenant Defeasance.
                        -------------------

          Upon the Company's exercise under Section 1401 of the option
applicable to this Section 1403, the Company and the Subsidiary Guarantors shall
be released from their obligations under Section 801, 802 and Sections 1008
through 1019 with respect to the Outstanding Notes on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Notes shall thereafter be deemed not to be "Outstanding"
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed "Outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to such
Outstanding Notes, the Company and any Subsidiary Guarantor, as applicable, may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of reference in any such covenant to any other provision herein or in
any other document and such omission to comply shall not constitute a Default or
an Event of Default under Section 501(3) or 501(4) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby.

          SECTION 1404. Conditions to Defeasance or Covenant Defeasance.
                        -----------------------------------------------

          The following shall be the conditions to application of either Section
1402 or Section 1403 to the Outstanding Notes:

          (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 608 who shall agree to comply with the provisions of this
     Article Fourteen applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Notes, (A) an
     amount in cash in U.S. dollars, non-callable U.S. Government Securities or
     a combination thereof, in each case in such amounts as will be sufficient,
     in the opinion of a United States or Canadian nationally recognized firm of
     independent public accountants or nationally recognized investment banking
     firm expressed in a written certification thereof delivered to the Trustee,
     to pay and discharge, and which shall be applied by the Trustee (or other
     qualifying trustee) to pay and discharge, the principal of (and premium, if
     any, on) and interest on such Outstanding Notes on the Stated Maturity of
     such principal (and premium, if any) or installment of interest; provided
     that the Trustee (or such qualifying trustee) shall have been irrevocably
     instructed by the Company to apply such money or the proceeds of such U.S.
     Government Securities to said payments with respect to such Notes.

          (2) No Default or Event of Default with respect to such Notes shall
     have occurred and be continuing on the date of such deposit or, insofar as
     paragraph (9) of Section 501 is concerned, at any time during the period
     ending on the 123rd day after the date of such deposit (it being understood
     that this condition shall not be deemed satisfied until the expiration of
     such period).

                                       124
<Page>

          (3) Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any material agreement to which the Company or any Subsidiary Guarantor is
     a party or by which it is bound.

          (4) In the case of an election under Section 1402, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (x) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (y) since the date hereof, there has been a
     change in the applicable federal income tax law or interpretation of such
     federal income tax law, in either case to the effect that, and based
     thereon such Opinion of Counsel shall confirm that, the Holders of the
     Outstanding Notes will not recognize income, gain or loss for federal
     income tax purposes as a result of such defeasance and will be subject to
     federal income tax on the same amounts, in the same manner and at the same
     times as would have been the case if such defeasance had not occurred.

          (5) In the case of an election under Section 1403, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of such Notes will not recognize income, gain or loss for federal
     income tax purposes as a result of such covenant defeasance and will be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such covenant defeasance
     had not occurred.

          (6) In the case of both defeasance under Section 1402 and covenant
     defeasance under Section 1403, the Company shall have delivered to the
     Trustee an opinion of Canadian Counsel stating that the Company has
     received from, or there has been published by, the Canada Revenue Agency an
     advance ruling, in either case to the effect that, and based thereon such
     opinion shall confirm that, the holders of the Outstanding Notes will not
     recognize income, gain or loss for Canadian federal, provincial or
     territorial income tax or other tax purposes as a result of such deposit
     and defeasance and will be subject to Canadian federal, provincial or
     territorial income tax or other tax on the same amounts, in the same manner
     and at the same times as would have been the case if such deposit and
     defeasance had not occurred (and for the purposes of such opinion, such
     Canadian counsel shall assume that Holders of the Notes include Holders who
     are not resident in Canada).

          (7) In the case of defeasance under Section 1402 or covenant
     defeasance under Section 1403, the Company shall have delivered to the
     Trustee an Opinion of Counsel to the effect that after the 91st day
     following the deposit or after the date such opinion is delivered, and
     assuming that no Holder is an "insider" with respect to the Company, as
     that term is defined in Section 101 of title 11, United States Bankruptcy
     Code (the "Bankruptcy Code"), the cash or securities deposited in trust
     will not be subject to avoidance and repayment under Sections 547 and 550
     of the Bankruptcy Code.

          (8) The Company shall have delivered to the Trustee an Officer's
     Certificate stating that the deposit was not made by the Company with the
     intent of preferring the holders of the Notes or any Guarantee over the
     other creditors of either the Company or

                                       125
<Page>

     any Subsidiary Guarantor with the intent of hindering, delaying or
     defrauding creditors of either the Company or any Subsidiary Guarantor.

          (9) No event or condition shall exist that would prevent the Company
     from making payments of the principal of, premium, if any, and interest on
     the Notes on the date of such deposit or at any time ending on the 123rd
     day after the date of such deposit.

          (10) The Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 1402
     or the covenant defeasance under Section 1403, as the case may be, have
     been complied with.

          SECTION 1405. Deposited Money and Government Securities to Be
                        Held in Trust; Other Miscellaneous Provisions.
                        ---------------------------------------------

          Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Securities (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 1405, the "Trustee") pursuant to Sections 1404 and 1406 in respect of
such Outstanding Notes shall be held in trust and applied by the Trustee in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such Notes of
all sums due and to become due thereon in respect of principal (and premium, if
any) and interest, but such money need not be segregated from other funds except
to the extent required by law. Money and U.S. Government Securities so held in
trust are not subject to Article Twelve.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Securities
deposited pursuant to Section 1404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Notes.

          Anything in this Article Fourteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Securities (or other property and any
proceeds therefrom) held by it as provided in Section 1404 which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, as applicable, in accordance with
this Article.

          SECTION 1406. Reinstatement.
                        -------------

          If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1405 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
and any obligations of Subsidiary Guarantors under this Indenture and the
Guarantees shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1402 or 1403, as the case may be, until such time as the
Trustee or Paying

                                       126
<Page>

Agent is permitted to apply all such money in accordance with Section 1405;
provided, however, that if the Company makes any payment to the Trustee or
Paying Agent of principal of (or premium, if any) or interest on any such Note
following the reinstatement of its obligations, the Trustee or Paying Agent
shall promptly pay any such amount to the Holders, and the Company shall be
subrogated to the rights of the Holders to receive such payment from the money
held by the Trustee or Paying Agent.

                                       127
<Page>

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.


                                 CHC HELICOPTER CORPORATION


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 4083423 CANADA INC.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 AVIATION PERSONNEL RECRUITMENT AND
                                    MANAGEMENT (APRAM) LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 BOND HELICOPTER SERVICES LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 BRINTEL HELICOPTERS LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:

                                       128
<Page>

                                 BRINTEL HOLDINGS LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 CANADIAN HELICOPTERS (U.K.) LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 CAPITAL AVIATION SERVICES BV


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 CHC CAPITAL (BARBADOS) LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 CHC IRELAND LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 CHC HELICOPTERS (BARBADOS) LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:

                                       129
<Page>

                                 CHC HELICOPTER HOLDINGS LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 CHC HELICOPTERS (AFRICA) (PROPRIETARY) LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 CHC HELICOPTERS INTERNATIONAL INC.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 CHC HELICOPTERS (MAURITIUS) LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 CHC LEASING (BARBADOS) LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 CHC NETHERLANDS BV


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:

                                       130
<Page>

                                 CHC SWEDEN AB


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                CHC SCOTIA LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 COURT AIR (PROPRIETARY) LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 COURT FLIGHT SAFETY (PROPRIETARY) LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 COURT HELICOPTER SERVICES (PROPRIETARY) LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 FLIGHT HANDLING LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:

                                       131
<Page>

                                 HANDELSMAATSCHAPPIJ SCHREINER & CO. BV


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 LLOYD BASS STRAIT HELICOPTERS PTY.
                                    LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 LLOYD HELICOPTERS
                                    INTERNATIONAL PTY. LTD.,
                                    in its individual capacity and as trustee of
                                    THE AUSTRALIAN HELICOPTERS TRUST


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 LLOYD HELICOPTER SERVICES LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 LLOYD HELICOPTER SERVICES PTY. LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:

                                       132
<Page>

                                 LLOYD HELICOPTER PTY. LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 LLOYD OFFSHORE HELICOPTERS PTY. LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 LUCHTVAARTMAATSCHAPPIJ SCHREINER AIRWAYS BV


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 MANAGEMENT AVIATION LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 NORTH DENES AERODROME LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 SCHREINER AIRCRAFT MAINTENENCE BV


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:

                                       133
<Page>

                                 SCHREINER CANADA LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 SCHREINER LUCHTVAART GROUP BV


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 SCHREINER NORTHSEA HELICOPTERS BV


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 SCHREINER NORTHSEA HELICOPTERS CV


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 SCHREINER ONROEREND GOED BV


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 SCHREINER TCHAD SA


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:

                                       134
<Page>

                                 VIKING HELICOPTERS LTD.


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 WHIRLY BIRD SERVICES LIMITED


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:


                                 THE BANK OF NEW YORK,
                                      as Trustee


                                 By
                                      -----------------------------------
                                      Name:
                                      Title:

                                       135
<Page>

                                                                       Exhibit A
                                                                       ---------

                                 [FACE OF NOTE]

                           CHC HELICOPTER CORPORATION

                    7 3/8% Senior Subordinated Note due 2014

                                                            CUSIP No. __________
No. _________                                                ISIN No. __________

                                                                 $______________

          CHC HELICOPTER CORPORATION, a corporation incorporated under the
federal laws of Canada (the "Company", which term includes any successor Person
under this Indenture hereinafter referred to), for value received, promises to
pay to CEDE & CO., or its registered assigns, the principal sum of
___________________________Dollars ($), on May 1, 2014.

          [Interest Rate:          [    ]% per annum.](1)
          Interest Payment Dates:  May 1 and November 1 of each year commencing
                                   November 1, 2004
          Regular Record Dates:    April 15 and October 15 of each year.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

Date:                            CHC HELICOPTER CORPORATION
      -----------


                                 By
                                      --------------------------
                                      Name:
                                      Title:

----------
(1)  Include only for Exchange Notes _______________

                                       A-1
<Page>

               (Form of Trustee's Certificate of Authentication)

          This is one of the 7 3/8% Senior Subordinated Notes due 2014 referred
to in the within-mentioned Indenture.

                                 THE BANK OF NEW YORK,
                                      as Trustee


Dated:                           By:
      --------------                  ------------------------------------
                                                    Authorized Signatory

                                       A-2
<Page>

                             [REVERSE SIDE OF NOTE]

                           CHC HELICOPTER CORPORATION

                    7 3/8% Senior Subordinated Note due 2014

1.   Principal and Interest; Subordination.
     -------------------------------------

          The Company will pay the principal of this Note on May 1, 2014.

          The Company promises to pay interest on the principal amount of this
Note on each Interest Payment Date, as set forth below, at the rate of 7 3/8%
per annum [(subject to adjustment as provided below)](2) [except that interest
accrued on this Note pursuant to the fourth paragraph of this Section 1 for
periods prior to the applicable Exchange Offer or Shelf Registration Date (as
such terms are defined in the Registration Rights Agreement referred to below)
will accrue at the rate or rates borne by the Notes from time to time during
such periods].(1)

          Interest will be payable semi-annually (to the Holders of record of
the Notes (or any Predecessor Notes)) at the close of business on the April 15
or October 15 immediately preceding the Interest Payment Date) on each Interest
Payment Date, commencing November 1, 2004.

          [The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement, dated April 27, 2004, among the Company, the
Subsidiary Guarantors and the Initial Purchasers named therein (the
"Registration Rights Agreement"). In the event that either (a) the Exchange
Offer Registration Statement (as such term is defined in the Registration Rights
Agreement) is not filed with the Securities and Exchange Commission on or prior
to the 90th calendar day following the date of original issue of the Notes, (b)
the Exchange Offer Registration Statement (as such term is defined in the
Registration Rights Agreement) has not been declared effective on or prior to
the 180th calendar day following the date of original issue of the Notes or (c)
the Exchange Offer is not consummated or a Shelf Registration Statement (as such
terms are defined in the Registration Rights Agreement) is not declared
effective on or prior to the 210th calendar day following the date of original
issue of the Notes, the interest rate borne by this Note shall be increased by
one-quarter of one percent per annum following such 90-day period in the case of
(a) above, following such 180-day period in the case of (b) above or following
such 210-day period in the case of (c) above, which rate will be increased by an
additional one-quarter of one percent per annum for each 90-day period that any
additional interest continues to accrue; provided that the aggregate increase in
such annual interest rate shall in no event exceed one percent. Upon (x) the
filing of the Exchange Offer Registration Statement after the 90-day period
described in clause (a) above, (y) the effectiveness of the Exchange Offer
Registration

----------
(2)  Include only for Initial Note.

                                       A-3
<Page>

Statement after the 180-day period described in clause (b) above or (z) the
consummation of the Exchange Offer or the effectiveness of a Shelf Registration
Statement, as the case may be, after the 210-day period described in clause (c)
above, the interest rate borne by this Note from the date of such filing,
effectiveness or consummation, as the case may be, will be reduced to the
interest rate set forth above; provided, however, that, if after any such
reduction in interest rate, a different event specified in clause (a), (b) or
(c) above occurs, the interest rate may again be increased pursuant to the
foregoing provisions.](2)

          Interest on this Note will accrue from the most recent date to which
interest has been paid [on this Note or the Note surrendered in exchange
herefor](3) or, if no interest has been paid, from April 27, 2004; provided
that, if there is no existing default in the payment of interest and if this
Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months. The yearly rate of interest that is equivalent to
the rate payable under the Notes is the rate payable multiplied by the actual
number of days in the year and divided by 360 and is disclosed herein solely for
the purpose of providing the disclosure required by the Interest Act (Canada).

          The Company shall pay interest on overdue principal and premium, if
any, and interest on overdue installments of interest, to the extent lawful, at
a rate per annum equal to the rate of interest applicable to the Notes.

          The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full of all Senior Indebtedness, and this Note is issued
subject to such provisions. Each Holder of this Note, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee its attorney-in-fact for such purpose.

2.   Method of Payment.
     -----------------

          The Company will pay interest (except defaulted interest) on the
principal amount of the Notes on each May 1 and November 1 to the Persons who
are Holders (as reflected in the Note Register at the close of business on April
15 and October 15 immediately preceding the Interest Payment Date), in each
case, even if the Note is cancelled on registration of transfer or registration
of exchange after such Regular Record Date; provided that, with respect to the
payment

----------
(2) Include only for Initial Note.

(3) Include only for Exchange Note.

                                       A-4
<Page>

of principal, the Company will make payment to the Holder that surrenders this
Note to any Paying Agent on or after May 1, 2014.

          The Company will pay principal (premium, if any) and interest in the
coin or currency of the United States of America that at the time of payment is
legal tender for payment of public and private debts. However, the Company may
pay principal (premium, if any) and interest by its check payable in such money.
The Company may pay interest on the Notes either (a) by mailing a check for such
interest to a Holder's registered address (as reflected in the Note Register) or
(b) by wire transfer to an account located in the United States maintained by
the payee. If a payment date is a date other than a Business Day at a Place of
Payment, payment may be made at that place on the next succeeding day that is a
Business Day and no interest shall accrue for the intervening period.

3.   Paying Agent and Registrar.
     --------------------------

          Initially, the Trustee will act as Paying Agent and Note Registrar.
The Company may change any Paying Agent or Note Registrar upon written notice
thereto. The Company, any Subsidiary or any Affiliate of any of them may act as
Paying Agent, Note Registrar or co-registrar.

4.   Indenture; Limitations.
     ----------------------

          The Company issued the Notes under an Indenture dated as of April 27,
2004 (the "Indenture"), among the Company, the Subsidiary Guarantors and The
Bank of New York, as trustee (the "Trustee"). Capitalized terms herein are used
as defined in the Indenture unless otherwise indicated. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the TIA. Holders are referred to the Indenture and the TIA for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.

          The Notes are unsecured senior subordinated obligations of the Company
and may be issued in unlimited principal amount, subject to compliance with the
Indenture. The initial issuance of Notes under the Indenture is $250,000,000.

5.   Redemption.
     ----------

          Optional Redemption. The Notes may be redeemed at the option of the
Company, in whole or in part, at any time and from time to time on or after May
1, 2009, at the following Redemption Prices (expressed in percentages of
principal amount), plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date to receive interest due on an Interest Payment Date that is on or prior to
the Redemption Date), if redeemed during the 12-month period beginning May 1 of
each of the years set forth below:

                                       A-5
<Page>

<Table>
<Caption>
                                                        Redemption
          Year                                            Price
          -------------------------------------------- ------------
          <S>                                            <C>
          2009   ....................................    103.688%
          2010   ....................................    102.485%
          2011   ....................................    101.229%
          2012 and thereafter   .....................    100.000%
</Table>

          Before May 1, 2009, the Company may also redeem the Notes, as a whole
or from time to time in part, at a redemption price equal to 100% of the
principal amount thereof, plus the Applicable Premium as of, and accrued and
unpaid interest and additional interest thereon, if any, to, the date of
redemption (the "Redemption Date").

          In addition to the optional redemption of the Notes in accordance with
the provisions of the preceding paragraph, at any time prior to May 1, 2007, the
Company may redeem up to 35% of the aggregate principal amount of the Notes plus
any Additional Notes, within 90 days of one or more Equity Offerings with the
net proceeds of such offerings, at 107.375% of the principal amount thereof,
together with accrued and unpaid interest, if any, to the Redemption Date
(subject to the right of holders of record on relevant Regular Record Dates to
receive interest due on an Interest Payment Date that is on or prior to the
Redemption Date); provided, however, that, immediately after giving effect to
such redemption, at least 65% of the aggregate principal amount of the Notes
originally issued plus any Additional Notes remains outstanding thereafter.

          If less than all the Notes are to be redeemed pursuant to the
preceding two paragraphs, the Trustee shall select the Notes or portions thereof
to be redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes being redeemed are listed, or if
the Notes are not so listed, by lot or by any other method the Trustee shall
deem fair and appropriate; provided that no such partial redemption shall reduce
the portion of the principal amount of a Note not redeemed to less than
U.S.$1,000; provided further that any such redemption pursuant to the provisions
relating to a Equity Offering shall be made on a pro rata basis or on as nearly
a pro rata basis as practicable (subject to the procedures of DTC).

          Redemption upon Changes in Withholding Taxes. The Notes may be
redeemed at the option of the Company at any time, in whole but not in part, on
not less than 30 nor more than 60 days' prior written notice to the Holders
(which notice shall be irrevocable), at 100% of the principal amount, together
with accrued interest thereon to the redemption date, and all Additional
Amounts, if any, then due or becoming due on the redemption date, in the event
the Company or a Subsidiary Guarantor is, has become or would become obligated
to pay, on the next date on which any amount would be payable with respect to
the Notes, any Additional Amounts or indemnification payments (other than in
respect of Documentary Taxes) as a result of a change or amendment in the laws
(including any regulations or rulings promulgated thereunder) of a Taxing
Jurisdiction or any change in or new or different position regarding the
application, administration or interpretation of such laws, regulations or
rulings (including a holding, judgment or order by a court of competent
jurisdiction), which change is announced or becomes effective on or after the
date of this offering memorandum; provided that the Company has deter-

                                       A-6
<Page>

mined, in its business judgment, that the obligation to pay such Additional
Amounts cannot be avoided by the use of reasonable measures available to the
Company or a Subsidiary Guarantor.

          Notwithstanding the foregoing, no such notice of redemption shall be
given earlier than 90 days prior to the earliest date on which the Company or a
Subsidiary Guarantor would, but for such redemption, be obligated to make such
payment or withholding or later than 365 days after the Company or a Subsidiary
Guarantor first becomes liable to make such payment or withholding or later than
365 days after the Company or a Subsidiary Guarantor first becomes liable to
make such payment or withholding. Prior to the mailing of any notice of
redemption of the Notes pursuant to the foregoing, the Company will deliver to
the Trustee an opinion of an independent tax counsel of recognized international
standing to the effect that the circumstances referred to above exist. The
Trustee shall accept such opinion as sufficient evidence of the satisfaction of
the conditions precedent above, which opinion shall then be conclusive and
binding on the Holders.

          Redemption Notice. Notice of a redemption will be mailed, first-class
postage prepaid, at least 30 days but not more than 60 days before the
Redemption Date to each Holder to be redeemed at such Holder's last address as
it appears in the Note Register. Notes in original denominations larger than
U.S.$1,000 may be redeemed in part in integral multiples of U.S.$1,000. On and
after the Redemption Date, interest ceases to accrue on Notes or portions
thereof called for redemption and accepted by payment, unless the Company
defaults in the payment of the Redemption Price.

6.   Repurchase upon a Change in Control and Asset Sales.
     ---------------------------------------------------

          Upon the occurrence of (a) a Change in Control, the Company will be
obligated to make an Offer to Purchase the Holders' Outstanding Notes, in whole
or in part, at a purchase price of 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of purchase and (b) Asset
Sales, the Company may be required to make offers to purchase Notes with a
portion of the Net Cash Proceeds of such Asset Sales (subject to the limits
described within if the offer to purchase is made within the first five years
after the Notes are issued) at a redemption price of 100% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of
purchase.

7.   Denominations; Transfer; Exchange.
     ---------------------------------

          The Notes are in registered form without coupons, in denominations of
U.S.$1,000 and multiples of U.S.$1,000 in excess thereof. A Holder may register
the transfer or exchange of Notes in accordance with the Indenture. The Note
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Note Registrar need not register the
transfer or exchange of any Notes selected for redemption (except the unredeemed
portion of any Note being redeemed in part).

8.   Persons Deemed Owners.
     ---------------------

          The registered Holder shall be treated as the owner of a Note for all
purposes.

                                       A-7
<Page>

9.   Unclaimed Money.
     ---------------

          If money for the payment of principal (premium, if any) or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

10.  Discharge Prior to Redemption or Maturity.
     -----------------------------------------

          If the Company irrevocably deposits, or causes to be deposited, with
the Trustee money or non-callable U.S. Government Securities sufficient to pay
the then outstanding principal of (premium, if any) and accrued interest on the
Notes (a) to redemption or maturity, the Company will be discharged from the
Indenture and the Notes, except in certain circumstances for certain sections
thereof, and (b) to the Stated Maturity, the Company will be discharged from
certain covenants set forth in the Indenture.

11.  Amendment; Supplement; Waiver.
     -----------------------------

          Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, and any existing
default or compliance with any provision may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or the consent of any Holder, the parties thereto
may amend or supplement the Indenture or the Notes to, among other things, cure
any ambiguity, defect or inconsistency and make any change that does not
adversely affect the rights of any Holder.

12.  Restrictive Covenants.
     ---------------------

          The Indenture contains certain covenants, including, without
limitation, covenants with respect to the following matters: (i) Indebtedness;
(ii) Restricted Payments; (iii) issuances and sales of Capital Stock of
Restricted Subsidiaries; (iv) transactions with Affiliates; (v) Liens; (vi)
purchase of Notes upon a Change in Control; (vii) disposition of proceeds of
Asset Sales; (viii) guarantees of Indebtedness by Restricted Subsidiaries; (ix)
dividend and other payment restrictions affecting Restricted Subsidiaries; (x)
merger and certain transfers of assets; and (xi) limitation on Unrestricted
Subsidiaries. Within 140 days after the end of each fiscal year and within 60
days after each fiscal quarter, the Company must report to the Trustee on
compliance with such limitations.

13.  Successor Persons.
     -----------------

          When a successor person or other entity assumes all the obligations of
its predecessor under the Notes and the Indenture, the predecessor person will
be released from those obligations.

                                       A-8
<Page>

14.  Remedies for Events of Default.
     ------------------------------

          If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding may declare all the Notes to be
immediately due and payable. If a bankruptcy or insolvency default with respect
to the Company or any of its Significant Subsidiaries occurs and is continuing,
the Notes automatically become immediately due and payable. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of at least a
majority in aggregate principal amount of the Notes then outstanding may direct
the Trustee in its exercise of any trust or power.

15.  Guarantees.
     ----------

          The Company's obligations under the Notes are fully, irrevocably and
unconditionally guaranteed on a senior unsecured basis, to the extent set forth
in the Indenture, by each of the Subsidiary Guarantors.

16.  Trustee Dealings with Company.
     -----------------------------

          The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may make loans to, accept
deposits from, perform services for, and otherwise deal with, the Company and
its Affiliates as if it were not the Trustee.

17.  Authentication.
     --------------

          This Note shall not be valid until the Trustee signs the certificate
of authentication on the other side of this Note.

18.  Abbreviations.
     -------------

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

19.  CUSIP Numbers.
     -------------

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

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to CHC Helicopter
Corporation, Hangar No. 1,

                                       A-9
<Page>

St. John's Airport, P.O. Box 5188, St. John's, Newfoundland A1C 5V5, Canada,
Attention: Chief Financial Officer.

                                      A-10
<Page>

                            [FORM OF TRANSFER NOTICE]

          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
---------------------------------


--------------------------------------------------------------------------------
(Please print or typewrite name and address including zip code of assignee)


--------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing


--------------------------------------------------------------------------------
attorney to transfer such Note on the books of the Company with full power of
substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                               ON ALL CERTIFICATES
                       EXCEPT PERMANENT OFFSHORE PHYSICAL
                                  CERTIFICATES]

          In connection with any transfer of this Note occurring prior to the
date which is the earlier of the date of an effective Registration Statement or
the 40th day from the Issue Date, the undersigned confirms that without
utilizing any general solicitation or general advertising that:

                                    Check One
                                    ---------

(a)  this Note is being transferred in compliance with the exemption from
     registration under the Securities Act of 1933, as amended, provided by Rule
     144A thereunder.

                                       or
                                       --

(b)  this Note is being transferred other than in accordance with (a) above and
     documents are being furnished which comply with the conditions of transfer
     set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Note Registrar
shall not be obligated to register this Note in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 311 and 312 of the Indenture shall
have been satisfied.

Date:
      ------------------

                                      A-11
<Page>

                                 ---------------------------------------------
                                 NOTICE: The signature to this assignment must
                                 correspond with the name as written upon the
                                 face of the within-mentioned instrument in
                                 every particular, without alteration or any
                                 change whatsoever.


Signature Guarantee:
                    -------------------------------


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

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

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

Date:
      ------------------------------

                                ------------------------------------------------
                                NOTICE:  To be executed by an executive officer.

                                      A-12
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you wish to have this Note purchased by the Company pursuant to
Section 1013 or Section 1014 of the Indenture, check the box: /_/.

          If you wish to have a portion of this Note purchased by the Company
pursuant to Section 1013 or Section 1014 of the Indenture, state the amount (in
original principal amount) below:

                            $_______________.


Date:
     ------------------------------------------------------------------

Your Signature:
               --------------------------------------------------------

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

Signature Guarantee:
                    ---------------------------------------------------

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

                                      A-13