<PAGE>
                                                                    EXHIBIT 4.1


-------------------------------------------------------------------------------


                            OFFSHORE LOGISTICS, INC.

                                      AND

               THE GUARANTORS NAMED ON THE SIGNATURE PAGE HERETO



                          6 1/8% SENIOR NOTES DUE 2013

                               ------------------

                                   INDENTURE

                           Dated as of June 20, 2003

                               ------------------

                         U.S. BANK NATIONAL ASSOCIATION

                                   As Trustee

                               ------------------


-------------------------------------------------------------------------------

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>

Trust Indenture                                                                                      Indenture
Act Section                                                                                           Section
<S>                                                                                                  <C>
310(a)(1).................................................................................               7.10
(a)(2)....................................................................................               7.10
(a)(3)....................................................................................                N/A
(a)(4)....................................................................................                N/A
(a)(5)....................................................................................               7.10
(b).......................................................................................               7.10
(c).......................................................................................                N/A
311(a)....................................................................................               7.11
(b).......................................................................................               7.11
(c).......................................................................................                N/A
312(a)....................................................................................               2.05
(b).......................................................................................              11.03
(c).......................................................................................              11.03
313(a)....................................................................................               7.06
(b)(1)....................................................................................               7.06
(b)(2)....................................................................................         7.06, 7.07
(c).......................................................................................        7.06, 11.02
(d).......................................................................................               7.06
314(a)....................................................................................        4.03, 11.02
(b).......................................................................................                N/A
 (c)(1)...................................................................................              11.04
(c)(2)....................................................................................              11.04
(c)(3)....................................................................................                N/A
(d).......................................................................................                N/A
(e).......................................................................................              11.05
(f).......................................................................................                N/A
315(a)....................................................................................               7.01
(b).......................................................................................        7.05, 11.02
(c).......................................................................................               7.01
(d).......................................................................................               7.01
(e).......................................................................................               6.11
316(a)(last sentence).....................................................................               2.09
(a)(1)(A).................................................................................               6.05
(a)(1)(B).................................................................................               6.04
(a)(2)....................................................................................                N/A
(b).......................................................................................               6.07
(c).......................................................................................               2.12
317(a)(1).................................................................................               6.08
(a)(2)....................................................................................               6.09
(b).......................................................................................               2.04
318(a)....................................................................................              11.01
(b).......................................................................................                N/A
(c).......................................................................................              11.01
</TABLE>

-----------------------
N/A means not applicable.
*This Cross-Reference Table is not part of the Indenture.


                                       i

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                                                                                             <C>
Article 1 DEFINITIONS AND INCORPORATION  BY REFERENCE.............................................................1
         Section 1.01.     Definitions............................................................................1
         Section 1.02.     Other Definitions.....................................................................18
         Section 1.03.     Incorporation by Reference of Trust Indenture Act.....................................18
         Section 1.04.     Rules of Construction.................................................................19

Article 2 THE NOTES..............................................................................................19
         Section 2.01.     Form and Dating.......................................................................19
         Section 2.02.     Execution and Authentication..........................................................19
         Section 2.03.     Registrar and Paying Agent............................................................20
         Section 2.04.     Paying Agent to Hold Money in Trust...................................................20
         Section 2.05.     Noteholder Lists......................................................................20
         Section 2.06.     Transfer and Exchange.................................................................20
         Section 2.07.     Replacement Notes.....................................................................21
         Section 2.08.     Outstanding Notes.....................................................................21
         Section 2.09.     Temporary Notes.......................................................................21
         Section 2.10.     Cancellation..........................................................................21
         Section 2.11.     Defaulted Interest....................................................................21
         Section 2.12.     CUSIP Numbers.........................................................................22
         Section 2.13.     Issuance of Additional Notes..........................................................22

Article 3 REDEMPTION AND PREPAYMENT..............................................................................22
         Section 3.01.     Notices to Trustee....................................................................22
         Section 3.02.     Selection of Notes to Be Redeemed.....................................................22
         Section 3.03.     Notice of Redemption..................................................................23
         Section 3.04.     Effect of Notice of Redemption........................................................24
         Section 3.05.     Deposit of Redemption Price...........................................................24
         Section 3.06.     Notes Redeemed in Part................................................................24
         Section 3.07.     Optional Redemption...................................................................24
         Section 3.08.     Mandatory Redemption..................................................................25
         Section 3.09.     Offer to Purchase by Application of Excess Proceeds...................................25

Article 4 COVENANTS..............................................................................................26
         Section 4.01.     Payment of Notes......................................................................26
         Section 4.02.     Maintenance of Office or Agency.......................................................27
         Section 4.03.     Reports...............................................................................27
         Section 4.04.     Compliance Certificate................................................................28
         Section 4.05.     Taxes.................................................................................28
         Section 4.06.     Stay, Extension and Usury Laws........................................................28
         Section 4.07.     Limitation on Restricted Payments.....................................................28
         Section 4.08.     Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries..........31
         Section 4.09.     Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock..............32
         Section 4.10.     Limitation on Asset Sales.............................................................35
         Section 4.11.     Limitation on Transactions with Affiliates............................................36
         Section 4.12.     Limitation on Liens...................................................................37
         Section 4.13.     Additional Subsidiary Guarantees......................................................37
         Section 4.14.     Corporate Existence...................................................................37
         Section 4.15.     Offer to Repurchase Upon Change of Control............................................38
         Section 4.16.     No Inducements........................................................................39
         Section 4.17.     Investment Grade Covenants............................................................39

Article 5 SUCCESSORS.............................................................................................40
         Section 5.01.     Merger, Consolidation, or Sale of Assets..............................................40
</TABLE>


                                       ii

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                                             <C>
         Section 5.02.     Successor Corporation Substituted.....................................................41

Article 6 DEFAULTS AND REMEDIES..................................................................................41
         Section 6.01.     Events of Default.....................................................................41
         Section 6.02.     Acceleration..........................................................................43
         Section 6.03.     Other Remedies........................................................................43
         Section 6.04.     Waiver of Past Defaults...............................................................43
         Section 6.05.     Control by Majority...................................................................43
         Section 6.06.     Limitation on Suits...................................................................44
         Section 6.07.     Rights of Holders of Notes to Receive Payment.........................................44
         Section 6.08.     Collection Suit by Trustee............................................................44
         Section 6.09.     Trustee May File Proofs of Claim......................................................44
         Section 6.10.     Priorities............................................................................45
         Section 6.11.     Undertaking for Costs.................................................................45

Article 7 TRUSTEE................................................................................................45
         Section 7.01.     Duties of Trustee.....................................................................45
         Section 7.02.     Rights of Trustee.....................................................................46
         Section 7.03.     Individual Rights of Trustee..........................................................47
         Section 7.04.     Trustee's Disclaimer..................................................................47
         Section 7.05.     Notice of Defaults....................................................................47
         Section 7.06.     Reports by Trustee to Holders of the Notes............................................47
         Section 7.07.     Compensation and Indemnity............................................................47
         Section 7.08.     Replacement of Trustee................................................................48
         Section 7.09.     Successor Trustee by Merger, etc......................................................49
         Section 7.10.     Eligibility; Disqualification.........................................................49
         Section 7.11.     Preferential Collection of Claims Against Company.....................................49

Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE...............................................................49
         Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance..............................49
         Section 8.02.     Legal Defeasance and Discharge........................................................49
         Section 8.03.     Covenant Defeasance...................................................................50
         Section 8.04.     Conditions to Legal or Covenant Defeasance............................................50
         Section 8.05.     Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                           Provisions............................................................................51
         Section 8.06.     Repayment to Company..................................................................52
         Section 8.07.     Reinstatement.........................................................................52
         Section 8.08.     Discharge.............................................................................52

Article 9 AMENDMENT, SUPPLEMENT AND WAIVER.......................................................................53
         Section 9.01.     Without Consent of Holders of Notes...................................................53
         Section 9.02.     With Consent of Holders of Notes......................................................53
         Section 9.03.     Compliance with Trust Indenture Act...................................................54
         Section 9.04.     Revocation and Effect of Consents.....................................................54
         Section 9.05.     Notation on or Exchange of Notes......................................................55
         Section 9.06.     Trustee to Sign Amendments, etc.......................................................55

Article 10 GUARANTEES OF NOTES...................................................................................55
         Section 10.01.    Subsidiary Guarantees.................................................................55
         Section 10.02.    [Reserved]............................................................................56
         Section 10.03.    Guarantors May Consolidate, etc., on Certain Terms....................................56
         Section 10.04.    Releases Following Sale of Assets.....................................................57
         Section 10.05.    Releases Following Designation as an Unrestricted Subsidiary..........................57
         Section 10.06.    Limitation on Guarantor Liability.....................................................57
         Section 10.07.    "Trustee" to Include Paying Agent.....................................................57
</TABLE>


                                      iii

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                                             <C>
Article 11 MISCELLANEOUS.........................................................................................57
         Section 11.01.    Trust Indenture Act Controls..........................................................57
         Section 11.02.    Notices...............................................................................57
         Section 11.03.    Communication by Holders of Notes with Other Holders of Notes.........................59
         Section 11.04.    Certificate and Opinion as to Conditions Precedent....................................59
         Section 11.05.    Statements Required in Certificate or Opinion.........................................59
         Section 11.06.    Rules by Trustee and Agents...........................................................59
         Section 11.07.    No Personal Liability of Directors, Officers, Employees and Stockholders..............59
         Section 11.08.    Governing Law.........................................................................60
         Section 11.09.    No Adverse Interpretation of Other Agreements.........................................60
         Section 11.10.    Successors............................................................................60
         Section 11.11.    Severability..........................................................................60
         Section 11.12.    Table of Contents, Headings, etc......................................................60
         Section 11.13.    Counterparts..........................................................................60


                              APPENDIX AND ANNEXES

RULE 144A/REGULATION S APPENDIX......................................................................      App. - 1
                  EXHIBIT 1         Form of Initial Note
                  EXHIBIT A         Form of Exchange Note or Private Exchange Note
ANNEX A           Form of Supplemental Indenture.....................................................         A - 1
ANNEX B           Registration Rights Agreement......................................................         B - 1
</TABLE>


                                       iv

<PAGE>

         This Indenture, dated as of June 20, 2003, is among Offshore Logistics,
Inc., a Delaware corporation (the "Company"), the guarantors listed on the
signature page hereto (each, a "Guarantor" and, collectively, the "Guarantors")
and U.S. Bank National Association, as trustee (the "Trustee").

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

                                   Article 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.   Definitions.

         "Additional Assets" means:

         (1) any Productive Assets;

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

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

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

         "Additional Notes" means, subject to the Company's compliance with
Section 4.09, 6 1/8% Senior Notes due 2013 issued from time to time after the
Initial Issuance Date under the terms of this Indenture (other than pursuant to
Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange Notes
or Private Exchange Notes issued pursuant to an exchange offer for other Notes
outstanding under this Indenture).

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

         "Adjusted Treasury Rate" means, with respect to any redemption date,
(a) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after June 15, 2008, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined
and the Adjusted Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month) or (b) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per year equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, in each case calculated on the third
Business Day immediately preceding the redemption date, plus 0.50%.

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

<PAGE>

         "Agent" means any Registrar, Paying Agent or co-registrar.

         "Agent Members" has the meaning provided in the Appendix.

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

         "Applicable Premium" means, with respect to a Note at any redemption
date, the greater of (a) 1.00% of the principal amount of such Note and (b) the
excess of (A) the present value at such redemption date of (1) the redemption
price of such Note on June 15, 2008 (such redemption price as determined under
Section 3.07(a)) plus (2) all required remaining scheduled interest payments due
on such Note through June 15, 2008 (but excluding accrued and unpaid interest
and Additional Interest, if any, to the redemption date), computed using a
discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount
of such Note on such redemption date.

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

         "Asset Sale" means

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

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

whether in the case of clause (1) or (2), in a single transaction or a series of
related transactions, provided that such transaction or series of transactions
involves properties or assets having a Fair Market Value in excess of $2.5
million. Notwithstanding the preceding, the following transactions will be
deemed not to be Asset Sales:

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

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

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

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

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

         (f) any charter or lease of any equipment or other properties or assets
     entered into in the ordinary course of business and with respect to which
     the Company or any Restricted Subsidiary thereof is the lessor, except any
     such charter or lease that provides for the acquisition of such properties
     or assets by the


                                       2

<PAGE>


     lessee during or at the end of the term thereof for an amount that is
     less than their fair market value at the time the right to acquire such
     properties or assets occurs;

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

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

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

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

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

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

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

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

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

         "Caledonia" means Caledonia Investments plc, a company incorporated in
England, and its subsidiary, Caledonia Industrial & Services Limited, and their
respective successors.

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

         "Capital Stock" means

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


                                       3

<PAGE>

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

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

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

         "Cash Equivalents" means

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

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

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

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

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

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

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

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

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

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

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


                                       4

<PAGE>

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

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

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

         "Clearstream" means Clearstream Banking, societe anonyme, or any
successor securities clearing agency.

         "Code" means the Internal Revenue Code of 1986, as amended.

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

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Notes from the redemption date to June 15, 2008, that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a maturity most
nearly equal to June 15, 2008.

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

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

         (1) an amount equal to any extraordinary loss plus any net loss
     realized by such Person or any of its Restricted Subsidiaries in connection
     with an Asset Sale;

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

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

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

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

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


                                       5

<PAGE>

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

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

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

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

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

provided, further, however, that (A) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded and
(B) the Consolidated Interest Expense attributable to discontinued operations,
as determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, shall be excluded, but only to the extent that
the obligations giving rise to such Consolidated Interest Expense will not be
obligations of the referent Person or any of its Restricted Subsidiaries
following the Calculation Date.

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

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

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

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

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

         (2) the Net Income of any Restricted Subsidiary shall be excluded to
     the extent that the declaration or payment of dividends or similar
     distributions by that Restricted Subsidiary of that Net Income is not at
     the date


                                       6

<PAGE>

      of determination permitted without any prior governmental approval
     (that has not been obtained) or, directly or indirectly, by operation of
     the terms of its charter or any agreement, instrument, judgment, decree,
     order, statute, rule or governmental regulation applicable to that
     Subsidiary or its stockholders; and

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

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

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

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

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

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

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

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

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

         "Depository" has the meaning provided in the Appendix.

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

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

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

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

provided, however, that any Capital Stock that would constitute Disqualified
Stock solely because the holders thereof (or of any security into which it is
convertible or for which it is exchangeable) have the right to require the
issuer to repurchase such Capital Stock (or such security into which it is
convertible or for which it is exchangeable) upon the occurrence of any of the
events constituting an Asset Sale or a Change of Control shall not constitute


                                       7

<PAGE>

Disqualified Stock if such Capital Stock (and all such securities into which it
is convertible or for which it is exchangeable) provides that the issuer thereof
will not repurchase or redeem any such Capital Stock (or any such security into
which it is convertible or for which it is exchangeable) pursuant to such
provisions prior to compliance by the Company with Section 4.10 or 4.15 of this
Indenture, as the case may be.

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

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

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exchange Notes" has the meaning provided in the Appendix.

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

         "Fair Market Value" means, with respect to any Asset Sale or Restricted
Payment, the price that would be negotiated in an arm's-length transaction for
cash between a willing seller and a willing and able buyer, neither of which is
under any compulsion to complete the transaction, as such price is determined in
good faith by an officer of the Company (and evidenced by an Officers'
Certificate delivered to the Trustee) if such value is less than $5.0 million;
provided if the value of such Asset Sale or Restricted Payment is $5.0 million
or greater, such determination shall be made in good faith by the Board of
Directors of the Company and evidenced by a board resolution delivered to the
Trustee in the form of an Officers' Certificate, provided further if the value
of such Restricted Payment is $10.0 million or greater, such determination shall
be made by a reputable accounting, appraisal or investment banking firm that is,
in the judgment of such Board of Directors of the Company, qualified to perform
the task for which such firm has been engaged and independent with respect to
the Company.

         "Funded Indebtedness" means any Indebtedness for money borrowed that by
its terms matures at, or is extendible or renewable at the option of the obligor
to, a date more than 12 months after the date of the incurrence of such
Indebtedness.

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

         "Global Note" has the meaning provided in the Appendix.

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

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

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

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

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

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


                                       8

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       9

<PAGE>

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

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

         "Indirect Participant" means a Person who holds an interest through a
Participant.

         "Initial Issuance Date" means June 20, 2003.

         "Initial Notes" has the meaning provided in the Appendix.

         "Initial Purchasers" has the meaning provided in the Appendix.

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

         "Investment Grade Rating" means:

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

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

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

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

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

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

         (2) Hedging Obligations; and

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

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


                                       10

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

         (4) any reserve established in accordance with GAAP or any amount
     placed in escrow, in either case for adjustment in respect of the sale
     price of such properties or assets, until such time as such reserve is
     reversed or


                                       11

<PAGE>

     such escrow arrangement is terminated, in which case Net Proceeds shall
     include only the amount of the reserve so reserved or the amount returned
     to the Company or its Restricted Subsidiaries from such escrow arrangement,
     as the case may be.

         "Non-Recourse Debt" means Indebtedness:

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

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

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

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

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

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

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

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

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

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

         "Permitted Bristow Indebtedness" means

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

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

         "Permitted Investments" means:

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


                                       12

<PAGE>

         (2) any Investment in Cash Equivalents;

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

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

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

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

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

         (8) Investments in a Person engaged principally in the business of
     providing helicopter transportation services to the oil and gas industry or
     businesses reasonably complementary or related thereto, provided that the
     aggregate amount of such Investments pursuant to this clause (8) in Persons
     that are not Guarantors shall not exceed $25.0 million at any one time.

         "Permitted Liens" means:

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

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

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

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

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

         (6) Liens securing Hedging Obligations;

         (7) Liens existing on the Initial Issuance Date;

         (8) Liens securing Non-Recourse Debt;

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


                                       13

<PAGE>

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

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

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

         (13) Liens not otherwise permitted by clauses (1) through (12) above
     securing Indebtedness not in excess of an aggregate of $10.0 million at any
     one time outstanding.

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

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

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

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

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

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


                                       14

<PAGE>

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

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

         "Private Exchange Notes" has the meaning provided in the Appendix.

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

         "Purchase Agreement" has the meaning provided in the Appendix.

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

         "Qualified Equity Offering" means:

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

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

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

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

         "Reference Treasury Dealer" means Credit Suisse First Boston LLC and
its successors and assigns, and two other nationally recognized investment
banking firms selected by the Company that are primary U.S. Government
securities dealers.

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

         "Registered Exchange Offer" has the meaning provided in the Appendix.

         "Registration Rights Agreement" has the meaning provided in the
Appendix.

         "Regulation S" has the meaning provided in the Appendix.

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Department of the Trustee (or any successor
department of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also


                                       15

<PAGE>

means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

         "Restricted Global Note" has the meaning provided in the Appendix.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

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

         "Rule 144A" has the meaning provided in the Appendix.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

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

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

         "Shelf Registration Statement" has the meaning provided in the
Appendix.

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

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

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

         "Subsidiary" means, with respect to any Person:

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

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

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

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


                                       16

<PAGE>

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

         "Transfer Restricted Securities" has the meaning provided in the
Appendix.

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

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

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

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

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

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

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


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

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

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

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


                                       17

<PAGE>

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

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

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

         (1) the sum of the products obtained by multiplying

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

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

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

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

Section 1.02......Other Definitions.

         Term                                                Defined in Section

         "Affiliate Transaction"...........................        4.11
         "Appendix"........................................        2.01
         "Asset Sale Offer.................................        3.09
         "Change of Control Offer..........................        4.15
         "Change of Control Payment........................        4.15
         "Change of Control Payment Date...................        4.15
         "Covenant Defeasance".............................        8.03
         "Discharge".......................................        8.08
         "Event of Default"................................        6.01
         "Excess Proceeds".................................        4.10
         "incur" or "incurrence"...........................        4.09
         "Legal Defeasance"................................        8.02
         "Offer Amount"....................................        3.09
         "Offer Period"....................................        3.09
         "Pari Passu Notes"................................        4.10
         "Paying Agent"....................................        2.03
         "Payment Default".................................        6.01
         "Purchase Date"...................................        3.09
         "Registrar".......................................        2.03
         "Restricted Payments".............................        4.07

Section 1.03.   Incorporation by Reference of Trust Indenture Act.

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


                                       18

<PAGE>

Section 1.04.   Rules of Construction.

         Unless the context otherwise requires:

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

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

         (3) "or" is not exclusive;

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

         (5) provisions apply to successive events and transactions;

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

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

                                   Article 2
                                   THE NOTES

Section 2.01.   Form and Dating.

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

Section 2.02.   Execution and Authentication.

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

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

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

         On the Initial Issuance Date, the Trustee shall authenticate and
deliver $230 million of 6-1/8% Senior Notes due 2013 and, at any time and from
time to time thereafter, the Trustee shall authenticate and deliver Notes for
original issue in an aggregate principal amount specified in such order, in each
case upon a written order of the Company signed by two Officers or by an Officer
and either an Assistant Treasurer or an Assistant Secretary of the Company. Such
order shall specify the amount of the Notes to be authenticated and the date on
which the original


                                       19

<PAGE>

issue of Notes is to be authenticated and, in the case of an issuance of
Additional Notes pursuant to Section 2.13 after the Initial Issuance Date, shall
certify that such issuance is in compliance with Section 4.09.

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

Section 2.03.   Registrar and Paying Agent.

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

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

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

Section 2.04.   Paying Agent to Hold Money in Trust.

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

Section 2.05.   Noteholder Lists.

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

Section 2.06.   Transfer and Exchange.

         The Notes shall be issued in registered form and shall be transferable
only upon the surrender of a Note for registration of transfer. When a Note is
presented to the Registrar or a co-registrar with a request to register a
transfer, the Registrar shall register the transfer as requested if the
requirements of this Indenture and Section 8-401(1) of the Uniform Commercial
Code are met. When Notes are presented to the Registrar or a co-registrar with a
request to exchange them for an equal principal amount of Notes of other
denominations, the Registrar shall make the exchange as requested if the same
requirements are met. The Company may require payment of a sum sufficient


                                       20

<PAGE>

to cover any taxes, assessments or other governmental charges in connection with
any transfer or exchange pursuant to this Section (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or
transfer pursuant to Section 3.06, 4.10, 4.15 or 9.05).

Section 2.07.   Replacement Notes.

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

         Every replacement Note is an additional obligation of the Company.

Section 2.08.   Outstanding Notes.

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

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

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

Section 2.09.   Temporary Notes.

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

Section 2.10.   Cancellation.

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

Section 2.11.   Defaulted Interest.

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


                                       21

<PAGE>

shall promptly mail to each Noteholder a notice that states the special record
date, the payment date and the amount of defaulted interest to be paid.

Section 2.12.   CUSIP Numbers.

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

Section 2.13.   Issuance of Additional Notes.

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

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

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

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

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

                                   Article 3
                            REDEMPTION AND PREPAYMENT

Section 3.01.   Notices to Trustee.

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

Section 3.02.   Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes to be redeemed among the Holders of the Notes, on
a pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate; provided, however, that no Notes of $1,000 or less shall be
redeemed in part. In the event of partial redemption by lot, the particular
Notes to be redeemed shall be selected, unless otherwise provided herein, not
less than 30 days nor more than 60 days prior to the redemption date by the
Trustee from the outstanding Notes not previously called for redemption.


                                       22

<PAGE>

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

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

Section 3.03.   Notice of Redemption.

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

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

         (a) the redemption date;

         (b) the redemption price;

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

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

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

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

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

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

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

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


                                       23

<PAGE>

Section 3.04.   Effect of Notice of Redemption.

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

Section 3.05.   Deposit of Redemption Price.

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

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

Section 3.06.   Notes Redeemed in Part.

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

Section 3.07.   Optional Redemption.

(a) Except as set forth in clauses (b) and (c) of this Section 3.07, the Company
shall not have the option to redeem the Notes pursuant to this Section 3.07
prior to June 15, 2008. Thereafter, the Company shall have the option to redeem
the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest and Additional Interest, if any, to the applicable redemption date, if
redeemed during the twelve-month period beginning on June 15 of the years
indicated below:

YEAR                                                                PERCENTAGE
----                                                                ----------
  2008  .........................................................    103.063%
  2009  .........................................................    102.042%
  2010  .........................................................    101.021%
  2011  and thereafter...........................................    100.000%

         (b) Notwithstanding the provisions of clause (a) of this Section 3.07,
at any time on or prior to June 15, 2006, the Company may on one or more
occasions redeem up to 35% of the aggregate principal amount of Notes (including
any Additional Notes) issued at a redemption price of 106.125% of the principal
amount thereof, plus accrued and unpaid interest and Additional Interest, if
any, to the redemption date, with the net cash proceeds of one or more Qualified
Equity Offerings, provided that:

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


                                       24

<PAGE>

              (2) each such redemption occurs within 90 days of the date of the
closing of each such Qualified Equity Offering.

         (c) Prior to June 15, 2008, the Company may at its option redeem all,
     but not less than all, of the Notes at a redemption price equal to 100% of
     the principal amount of the Notes plus the Applicable Premium as of, and
     accrued and unpaid interest and Additional Interest, if any, to, the
     redemption date.

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

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

Section 3.08.   Mandatory Redemption.

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

Section 3.09.   Offer to Purchase by Application of Excess Proceeds.

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

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

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

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

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

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

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

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


                                       25

<PAGE>

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

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

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

         (h) that, if the aggregate principal amount of Notes surrendered by
     Holders, and Pari Passu Notes surrendered by holders or lenders,
     collectively, exceeds the amount the Company is required to repurchase, the
     Trustee shall select the Notes and Pari Passu Notes to be purchased on a
     pro rata basis on the basis of the aggregate principal amount of tendered
     Notes and Pari Passu Notes (with such adjustments as may be deemed
     appropriate by the Trustee so that only Notes in denominations of $1,000,
     or integral multiples thereof, shall be purchased); and

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

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

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

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

                                   Article 4
                                   COVENANTS

Section 4.01.   Payment of Notes.

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


                                       26

<PAGE>

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

Section 4.02.   Maintenance of Office or Agency.

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

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

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

Section 4.03.   Reports.

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

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

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

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

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


                                       27

<PAGE>

Section 4.04.   Compliance Certificate.

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

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

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

Section 4.05.   Taxes.

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

Section 4.06.     Stay, Extension and Usury Laws.

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

Section 4.07.   Limitation on Restricted Payments.

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

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


                                       28

<PAGE>

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

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

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

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

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

              (c) such Restricted Payment, together with the aggregate amount of
         all other Restricted Payments made by the Company and its Restricted
         Subsidiaries after the Initial Issuance Date (excluding Restricted
         Payments permitted by clauses (2), (3), (4), (6), (7) and (8), but
         including, without duplication, Restricted Payments permitted by
         clauses (1), (5) and (9), of the next succeeding paragraph and clause
         (6)(b) of the definition of "Permitted Investment"), is less than the
         sum of:

                 (A) 50% of the Consolidated Net Income of the Company for the
              period (taken as one accounting period) from April 1, 2003 to the
              end of the Company's most recently ended fiscal quarter for which
              internal financial statements are available at the time of such
              Restricted Payment (or, if such Consolidated Net Income for such
              period is a deficit, less 100% of such deficit); plus

                 (B) the sum of (x) 100% of the aggregate net cash proceeds
              received by the Company from the issue or sale since the Initial
              Issuance Date of Equity Interests of the Company (other than
              Disqualified Stock) or of Disqualified Stock or debt securities of
              the Company that have been converted into such Equity Interests
              (other than (1) any such Equity Interests, Disqualified Stock or
              convertible debt securities sold to a Subsidiary of the Company or
              an employee stock ownership plan, option plan or similar trust to
              the extent such sale to an employee stock ownership plan or
              similar trust is financed by loans from or guaranteed by the
              Company or any Restricted Subsidiary unless such loans have been
              repaid with cash on or prior to the date of determination and (2)
              Disqualified Stock or convertible debt securities that have been
              converted into Disqualified Stock), (y) 85% of the Fair Market
              Value of property constituting Additional Assets received by the
              Company or a Restricted Subsidiary subsequent to the Initial
              Issuance Date in exchange for Capital Stock (other than
              Disqualified Stock and other than Capital Stock issued to a
              Subsidiary of the Company) and (z) 100% of any cash capital
              contribution received by the Company from its shareholders
              subsequent to the Initial Issuance Date; plus

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

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


                                       29

<PAGE>

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

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

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

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

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

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

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

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

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

         (8) the redemption or repurchase of the Company's 6% Convertible
     Subordinated Notes due 2003 with the proceeds from the issuance of the
     Initial Notes; and

         (9) other Restricted Payments in an amount not to exceed $15.0 million.

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


                                       30

<PAGE>

         The amount of all Restricted Payments (other than cash) shall be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The Fair Market Value of any non-cash Restricted Payment shall be evidenced by
an Officers' Certificate delivered to the Trustee. Not later than five Business
Days following the date of making any Restricted Payment (excluding Restricted
Payments permitted by clauses (2), (3), (4), (6), (7) and (8) of the second
preceding paragraph), the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.07 were
computed.

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

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

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

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

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

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

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

         (b) this Indenture and the Notes;

         (c) applicable law;

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

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

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

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

         (h) any encumbrance or restriction with respect to a Restricted
     Subsidiary (or any of its properties or assets) imposed pursuant to an
     agreement entered into for the direct or indirect sale or disposition of
     all or


                                       31

<PAGE>

     substantially all the Capital Stock or properties or assets of such
     Restricted Subsidiary (or the properties or assets that are subject to such
     restriction) pending the closing of such sale or disposition;

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

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

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

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

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur" or an "incurrence") any Indebtedness, and
the Company will not, and will not permit any Guarantor to, issue any
Disqualified Stock and the Company will not permit any of its Restricted
Subsidiaries that are not Guarantors to issue any shares of Preferred Stock;
provided, however, that the Company and its Restricted Subsidiaries may incur
Indebtedness, and the Company and any Guarantor may issue Disqualified Stock, if
the Consolidated Interest Coverage Ratio for the Company's most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock is issued would have been at least 2.25 to 1,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness or Disqualified Stock had
been issued or incurred at the beginning of such four-quarter period.

         The foregoing provisions shall not apply to:

         (1) the incurrence by the Company and its Restricted Subsidiaries of
     Indebtedness under the Credit Facilities in an aggregate principal amount
     at any one time outstanding not to exceed $100.0 million (or the equivalent
     thereof in any other currency or currency unit), plus any fees, premiums,
     expenses (including costs of collection), indemnities and similar amounts
     payable in connection with such Indebtedness;

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

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

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

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

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


                                       32

<PAGE>

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

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

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

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

         (9) the incurrence by the Company or any of its Restricted Subsidiaries
     of Indebtedness represented by Capital Lease Obligations, mortgage
     financings or purchase money obligations with respect to assets other than
     Capital Stock or other Investments, in each case incurred for the purpose
     of financing all or any part of the purchase price or cost of construction
     or improvements of property used in the business of the Company or such
     Restricted Subsidiary, in an aggregate principal amount not to exceed $20.0
     million at any time outstanding;

         (10) Indebtedness of a Restricted Subsidiary incurred and outstanding
     on the date on which such Restricted Subsidiary was acquired by the Company
     (other than Indebtedness incurred (a) to provide all or any portion of the
     funds utilized to consummate the transaction or series of related
     transactions pursuant to which such Restricted Subsidiary became a
     Restricted Subsidiary or was otherwise acquired by the Company or (b)
     otherwise in connection with, or in contemplation of, such acquisition);
     provided, however, that at the time such Restricted Subsidiary is acquired
     by the Company, the Company would have been able to incur $1.00 of
     additional Indebtedness pursuant to the Consolidated Interest Coverage
     Ratio test set forth in the preceding paragraph after giving effect to the
     incurrence of such Indebtedness pursuant to this clause (10);

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

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

         (13) in addition to the items referred to in clauses (1) through (12)
     above, Indebtedness of the Company and the Guarantors in an aggregate
     outstanding principal amount which, when taken together with the principal
     amount of all other Indebtedness incurred pursuant to this clause (13) and
     then outstanding, will not exceed $15.0 million at any one time
     outstanding.

         The Company shall not, and shall not permit any Guarantor to, directly
or indirectly, incur any Indebtedness which by its terms (or by the terms of any
agreement governing such Indebtedness) is subordinated to any other Indebtedness
of the Company or of such Guarantor, as the case may be, unless such
Indebtedness is also


                                       33

<PAGE>

by its terms (or by the terms of any agreement governing such Indebtedness) made
expressly subordinate to the Notes or the Subsidiary Guarantee of such
Guarantor, as the case may be, to the same extent and in the same manner as such
Indebtedness is subordinated pursuant to subordination provisions that are most
favorable to the holders of any other Indebtedness of the Company or of such
Guarantor, as the case may be.

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

         (1) in the event that Indebtedness meets the criteria of more than one
     of the types of Indebtedness described in the first and second paragraphs
     of this Section 4.09, the Company, in its sole discretion, will classify
     such item of Indebtedness on the date of incurrence (or later classify or
     reclassify such Indebtedness, in its sole discretion) and only be required
     to include the amount and type of such Indebtedness in one of such clauses;

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

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

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

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

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

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

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


                                       34

<PAGE>

Section 4.10.   Limitation on Asset Sales.

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

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

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

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

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

              (2) to acquire (including by way of a purchase of assets or stock,
         merger, consolidation or otherwise) Productive Assets.

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

         On the 366th day after the Asset Sale (or, at the Company's option,
such earlier date), if the aggregate amount of Excess Proceeds exceeds $10.0
million, the Company will be required to make an offer (an "Asset Sale Offer")
pursuant to Section 3.09 hereof to all holders of Notes and to the extent
required by the terms of other Pari Passu Indebtedness, to all holders of other
Pari Passu Indebtedness outstanding with similar provisions requiring the
Company to make an offer to purchase such Pari Passu Indebtedness with the
proceeds from any Asset Sale ("Pari Passu Notes"), to purchase the maximum
principal amount of Notes and any such Pari Passu Notes to which the Asset Sale
Offer applies that may be purchased out of the Excess Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount of the Notes
and Pari Passu Notes plus accrued and unpaid interest and Additional Interest,
if any, to the date of purchase, in accordance with the procedures set forth in
Section 3.09 hereof or the agreements governing the Pari Passu Notes, as
applicable, in each case in integral multiples of $1,000. To the extent that the
aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is
less than the amount that the Company is required to repurchase, the Company may
use any remaining Excess Proceeds for any purpose not prohibited by this
Indenture. If the aggregate principal amount of Notes surrendered by holders
thereof and other Pari Passu Notes surrendered by holders or lenders,
collectively, exceeds the amount that the Company is required to repurchase, the
Trustee shall select the Notes and Pari Passu Notes to be purchased on a pro
rata basis on the basis of the aggregate principal amount of tendered Notes and
Pari Passu Notes. Upon completion of such offer to purchase, the amount of
Excess Proceeds shall be reset at zero.


                                       35

<PAGE>

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

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

Section 4.11.   Limitation on Transactions with Affiliates.

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

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

         (2) the Company delivers to the Trustee:

              (a) with respect to any Affiliate Transaction or series of related
         Affiliate Transactions involving aggregate consideration in excess of
         $5.0 million, a resolution of the Board of Directors set forth in an
         Officers' Certificate certifying that such Affiliate Transaction
         complies with clause (1) above and that such Affiliate Transaction has
         been approved by a majority of the disinterested members of the Board
         of Directors; and

              (b) with respect to any Affiliate Transaction or series of related
         Affiliate Transactions involving aggregate consideration in excess of
         $10.0, a written opinion as to the fairness to the Company or the
         relevant Subsidiary of such Affiliate Transaction from a financial
         point of view issued by an accounting, appraisal or investment banking
         firm that is, in the judgment of the Board of Directors, qualified to
         render such opinion and is independent with respect to the Company,

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

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

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

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

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


                                       36

<PAGE>

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

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

                  (G) the redemption or repurchase of or the payment of
              principal, premium and interest on the Company's 6% Convertible
              Subordinated Notes due 2003, in each case, to Caledonia.

Section 4.12.   Limitation on Liens.

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

Section 4.13.   Additional Subsidiary Guarantees.

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

         (2) if, after such date,

              (a) a Restricted Subsidiary (except, so long as Bristow is not a
         Guarantor, either Bristow or any of its Subsidiaries) shall provide a
         guarantee under any of the Credit Facilities or incur any Funded
         Indebtedness, or

              (b) Bristow or any of its Restricted Subsidiaries shall incur (as
         such term is defined in Section 4.09 hereof) any Indebtedness
         (including any guarantee of Indebtedness of the Company) except
         Permitted Bristow Indebtedness,

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

Section 4.14.   Corporate Existence.

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


                                       37

<PAGE>

Section 4.15.   Offer to Repurchase Upon Change of Control.

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

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

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

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

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

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

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

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

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

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

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

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


                                       38

<PAGE>

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

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

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

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

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

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

Section 4.16.   No Inducements.

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

Section 4.17.   Investment Grade Covenants

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

         (a) Restrictions on Secured Indebtedness

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


                                       39

<PAGE>

         (b) Restrictions on Sale/Leaseback Transactions

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

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

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

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

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

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

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

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

              (C) associated transaction expenses.


                                   Article 5
                                   SUCCESSORS

Section 5.01.   Merger, Consolidation, or Sale of Assets.

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

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

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

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


                                       40

<PAGE>

         (d) except in the case of a merger of the Company with or into a
     Restricted Subsidiary of the Company, the Company or the Person formed by
     or surviving any such consolidation or merger (if other than the Company),
     or to which such sale, assignment, transfer, lease, conveyance or other
     disposition shall have been made will, at the time of such transaction and
     after giving pro forma effect thereto as if such transaction had occurred
     at the beginning of the applicable four-quarter period, be permitted to
     incur at least $1.00 of additional Indebtedness pursuant to the
     Consolidated Interest Coverage Ratio test set forth in the first paragraph
     of Section 4.09 hereof; and

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

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

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

Section 5.02.   Successor Corporation Substituted.

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

                                   Article 6
                              DEFAULTS AND REMEDIES

Section 6.01.   Events of Default.

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

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

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

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


                                       41

<PAGE>

         (d) the Company fails to comply with any other covenant or other
     agreement in this Indenture or the Notes for 60 days after notice to the
     Company by the Trustee or the Holders of at least 25% in principal amount
     of the Notes then outstanding of such failure;

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

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

              (2) results in the acceleration of such Indebtedness prior to its
         Stated Maturity and, in each case, the principal amount of any such
         Indebtedness, together with the principal amount of any other such
         Indebtedness under which there has been a Payment Default or the
         maturity of which has been so accelerated, aggregates in excess of
         $10.0 million; and provided, further, that if such default is cured or
         waived or any such acceleration rescinded, or such Indebtedness is
         repaid, within a period of 10 days from the continuation of such
         default beyond the applicable grace period or the occurrence of such
         acceleration, as the case may be, such Event of Default and any
         consequential acceleration of the Notes shall be automatically
         rescinded, so long as such rescission does not conflict with any
         judgment or decree;

         (f) the Company or any of its Restricted Subsidiaries fails to pay
     final judgments aggregating in excess of $10.0 million (net of any amounts
     that a reputable and creditworthy insurance company has acknowledged
     liability for in writing), which judgments are not paid, discharged or
     stayed for a period of 60 days;

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

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

              (i) commences a voluntary case,

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

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

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

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

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

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


                                       42

<PAGE>

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

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

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

Section 6.02.   Acceleration.

         If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Upon any such
declaration, the Notes shall become due and payable immediately. Notwithstanding
the preceding, if an Event of Default specified in clause (h) or (i) of Section
6.01 hereof occurs with respect to the Company or any Significant Subsidiary,
all outstanding Notes shall become due and payable without further action or
notice. The Holders of a majority in principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of all of the Holders
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except with respect to nonpayment of principal, interest, premium or Additional
Interest, if any, that have become due solely because of the acceleration) have
been cured or waived.

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

Section 6.03.   Other Remedies.

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

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

Section 6.04.   Waiver of Past Defaults.

         Holders of a majority in principal amount of the then outstanding Notes
by notice to the Trustee may on behalf of the Holders of all of the Notes waive
any existing Default or Event of Default and its consequences hereunder, except
a continuing Default or Event of Default in the payment of the principal of or
premium, interest or Additional Interest, if any, on the Notes (including in
connection with an offer to purchase). Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

Section 6.05.   Control by Majority.

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


                                       43

<PAGE>

Section 6.06.   Limitation on Suits.

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

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

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

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

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

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

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

Section 6.07.   Rights of Holders of Notes to Receive Payment.

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

Section 6.08.   Collection Suit by Trustee.

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

Section 6.09.   Trustee May File Proofs of Claim.

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


                                       44

<PAGE>

or composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.10.   Priorities.

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

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

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

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

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

Section 6.11.   Undertaking for Costs.

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

                                   Article 7
                                    TRUSTEE

Section 7.01.   Duties of Trustee.

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

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

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

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

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


                                       45

<PAGE>

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

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

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

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

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

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

Section 7.02.   Rights of Trustee.

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

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

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

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

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

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

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

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


                                       46

<PAGE>

Section 7.03.   Individual Rights of Trustee.

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

Section 7.04.   Trustee's Disclaimer.

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

Section 7.05.   Notice of Defaults.

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

Section 7.06.   Reports by Trustee to Holders of the Notes.

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

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

Section 7.07.   Compensation and Indemnity.

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

         The Company and the Guarantors shall indemnify the Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company, any Guarantor or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence, bad faith or willful misconduct.
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company or the Guarantors of their obligations


                                       47

<PAGE>

hereunder. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel; provided that the Company will not
be required to pay such fees and expenses if it assumes the Trustee's defense
with counsel acceptable to and approved by the Trustee (such approval not to be
unreasonably withheld) and there is no conflict of interest between the Company
and the Trustee in connection with such defense. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld. The Company need not reimburse the Trustee for any expense or
indemnity against any liability or loss of the Trustee to the extent such
expense, liability or loss is attributable to the negligence, bad faith or
willful misconduct of the Trustee.

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

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

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

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

Section 7.08.   Replacement of Trustee.

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

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

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

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

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

         (d) the Trustee becomes incapable of acting.

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

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

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


                                       48

<PAGE>

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

Section 7.09.   Successor Trustee by Merger, etc.

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

Section 7.10.   Eligibility; Disqualification.

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

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

Section 7.11.   Preferential Collection of Claims Against Company.

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

                                   Article 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance.

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

Section 8.02.   Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have discharged
its obligations with respect to all outstanding Notes, and each Guarantor shall
be deemed to have discharged its obligations with respect to its Subsidiary
Guarantee, on the date the conditions set forth in Section 8.04 below are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, and each Guarantor shall be
deemed to have paid and discharged its Subsidiary Guarantee (which in each case
shall thereafter be deemed to be "outstanding" only for the purposes of Section
8.05 hereof and the other Sections of this Indenture referred to in (a) and (b)
below) and to have satisfied all its other obligations under such Notes or
Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of outstanding
Notes to receive solely from the trust fund described in Section 8.04 hereof,
and as more fully set forth in such Section, payments in respect of


                                       49

<PAGE>

the principal of and premium, if any, interest and Additional Interest, if any,
on such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof, (c)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
the Company's obligations in connection therewith and (d) the Legal Defeasance
provisions of this Article 8. Subject to compliance with this Article 8, the
Company may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof.

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

Section 8.03.   Covenant Defeasance.

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

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

Section 8.04.   Conditions to Legal or Covenant Defeasance.

         In order to exercise either Legal Defeasance or Covenant Defeasance:

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

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

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

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


                                       50

<PAGE>

         on the same amounts, in the same manner and at the same times as
         would have been the case if such Legal Defeasance had not occurred;

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

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

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

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

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

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

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

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

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

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered


                                       51

<PAGE>

under Section 8.04(a) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.

Section 8.06.   Repayment to Company.

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

Section 8.07.   Reinstatement.

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

Section 8.08.   Discharge.

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


                                       52

<PAGE>

                                   Article 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.   Without Consent of Holders of Notes.

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

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

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

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

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

         (e) to make any change that would provide any additional rights or
     benefits to the Holders of the Notes or that does not adversely affect the
     legal rights hereunder of any Holder;

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

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

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

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

Section 9.02.   With Consent of Holders of Notes.

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

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


                                       53

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

Section 9.03.   Compliance with Trust Indenture Act.

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

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

Section 9.04.   Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that


                                       54

<PAGE>

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

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

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

Section 9.05.   Notation on or Exchange of Notes.

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

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

Section 9.06.   Trustee to Sign Amendments, etc.

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

                                   Article 10
                               GUARANTEES OF NOTES

Section 10.01.   Subsidiary Guarantees.

         Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantee, on a senior unsecured basis, to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, irrespective of the validity and enforceability
of this Indenture, the Notes held thereby and the Obligations of the Company
hereunder and thereunder, that: (a) the principal of and premium, interest and
Additional Interest, if any, on the Notes will be promptly paid in full when
due, subject to any applicable grace period, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and premium, (to the extent permitted by law) interest and Additional Interest,
if any, on the Notes, and all other payment Obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full and
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
Obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration, redemption or
otherwise. Failing payment when


                                       55

<PAGE>

so due of any amount so guaranteed or any performance so guaranteed for whatever
reason the Guarantors will be jointly and severally obligated to pay the same
immediately. An Event of Default under this Indenture or the Notes shall
constitute an event of default under the Subsidiary Guarantees, and shall
entitle the Holders to accelerate the obligations of the Guarantors hereunder in
the same manner and to the same extent as the Obligations of the Company.

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

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

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

Section 10.02.   [Reserved].

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

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

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

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


                                       56

<PAGE>

Section 10.04.   Releases Following Sale of Assets.

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

Section 10.05.   Releases Following Designation as an Unrestricted Subsidiary.

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

Section 10.06.   Limitation on Guarantor Liability.

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

Section 10.07.   "Trustee" to Include Paying Agent.

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

                                   Article 11
                                  MISCELLANEOUS

Section 11.01.   Trust Indenture Act Controls.

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

Section 11.02.   Notices.

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


                                       57

<PAGE>

         If to the Company or the Guarantors:

                  Offshore Logistics, Inc.
                  P.O.  Box 5-C 224 Rue de Jean
                  Lafayette, Louisiana 70505
                  Attention: Chief Financial Officer
                  Telecopier No.:  (318) 235-6678

         with a copy to:

                  Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
                  201 St. Charles Avenue, 46th Floor
                  New Orleans, LA 70170
                  Fax No.: (504) 310-0264
                  Attention: S. Scott Willis, Esq.

         and

                  Vinson & Elkins L.L.P.
                  2300 First City Tower
                  1001 Fannin
                  Houston, TX 77002
                  Fax No.: (713) 615-5306
                  Attention: C. Michael Harrington, Esq.

         If to the Trustee:

                  U.S. Bank National Association
                  Goodwin Square
                  225 Asylum Street
                  Hartford, CT 06103
                  Telecopier No.:  (860) 241-6897
                  Attention: Corporate Trust Administration

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

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

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

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

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


                                       58

<PAGE>

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

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

Section 11.04.   Certificate and Opinion as to Conditions Precedent.

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

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

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

Section 11.05.   Statements Required in Certificate or Opinion.

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

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

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

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

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

Section 11.06.   Rules by Trustee and Agents.

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

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

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


                                       59

<PAGE>

Section 11.08.   Governing Law.

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

Section 11.09.   No Adverse Interpretation of Other Agreements.

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

Section 11.10.   Successors.

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

Section 11.11.   Severability.

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

Section 11.12.   Table of Contents, Headings, etc.

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

Section 11.13.   Counterparts.

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

                         [Signatures on following page]


                                       60

<PAGE>

                                   SIGNATURES


OFFSHORE LOGISTICS, INC.


                      By: /s/ H. EDDY DUPUIS
                         ----------------------------
                         H. Eddy Dupuis
                         Vice President, Chief Financial Officer and Secretary


                      AIR LOGISTICS, L.L.C.


                      By: /s/ H. EDDY DUPUIS
                         ----------------------------
                         H. Eddy Dupuis
                         Manager


                      AIR LOGISTICS OF ALASKA, INC.
                      GRASSO CORPORATION
                      GRASSO PRODUCTION MANAGEMENT, INC.
                      MEDIC SYSTEMS, INC.


                      By: /s/ H. EDDY DUPUIS
                         ----------------------------
                         H. Eddy Dupuis
                         Authorized Officer, acting on behalf
                         of each of the above named Guarantors


                      U.S. BANK NATIONAL ASSOCIATION, as TRUSTEE


                      By: /s/ ELIZABETH C. HAMMER
                         ----------------------------
                         Elizabeth C. Hammer
                         Vice President


                                       61

<PAGE>

                                                RULE 144A/REGULATION S APPENDIX



                      PROVISIONS RELATING TO INITIAL NOTES,
                             PRIVATE EXCHANGE NOTES
                               AND EXCHANGE NOTES

1.       Definitions

         1.1      Definitions.

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

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

         "Exchange Notes" means (1) the 6-1/8% Senior Notes due 2013 issued
pursuant to the Indenture in connection with a Registered Exchange Offer
pursuant to a Registration Rights Agreement and (2) Additional Notes, if any,
issued pursuant to a registration statement filed with the SEC under the Notes
Act.

         "Initial Purchasers" means (1) with respect to the Initial Notes issued
on the Initial Issuance Date, Credit Suisse First Boston LLC, Deutsche Bank
Securities Inc., Robert W. Baird & Co. Incorporated, Howard Weil, a Division of
Legg Mason Wood Walker, Inc., Jefferies & Company, Inc. and Johnson Rice &
Company L.L.C. and (2) with respect to each issuance of Additional Notes, the
Persons purchasing such Additional Notes under the related Purchase Agreement.

         "Initial Notes" means (1) $230 million aggregate principal amount of
6-1/8% Senior Notes due 2013 issued on the Initial Issuance Date and (2)
Additional Notes, if any, issued in a transaction exempt from the registration
requirements of the Securities Act.

         "Notes" means the Initial Notes, the Additional Notes, the Exchange
Notes and the Private Exchange Notes, treated as a single class.

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

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

         "Private Exchange Notes" means any 6-1/8% Senior Notes due 2013 issued
in connection with a Private Exchange.

         "Purchase Agreement" means (1) with respect to the Initial Notes issued
on the Initial Issuance Date, the Purchase Agreement dated June 17, 2003 among
the Company, the Guarantors and the Initial Purchasers, and (2) with respect to
each issuance of Additional Notes, the purchase agreement or underwriting
agreement among the Company and the Persons purchasing such Additional Notes.

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

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

         "Registration Rights Agreement" means (1) with respect to the Initial
Notes issued on the Initial Issuance Date, the Registration Rights Agreement
dated as of June 20, 2003 among the Company, the Guarantors and the Initial
Purchasers, a copy of which is attached to this Indenture as Annex B, and (2)
with respect to each issuance of


                                     App.-1

<PAGE>


Additional Notes issued in a transaction exempt from the registration
requirements of the Securities Act, the registration rights agreement, if any,
among the Company and the Persons purchasing such Additional Notes under the
related Purchase Agreement.

         "Securities Act" means the Securities Act of 1933.

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

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

         1.2      Other Definitions.

                  Term                                      Defined in Section:
                  ----                                      -------------------
         "Agent Members"...................................         2.1(b)
         "Global Note".....................................         2.1(a)
         "Regulation S"....................................         2.1(a)
         "Restricted Global Note"..........................         2.1(a)
         "Rule 144A".......................................         2.1(a)


2.       The Notes.

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

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

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

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


                                     App.-2

<PAGE>

Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Note.

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

         2.2 Authentication. The Trustee shall authenticate and deliver: (1) on
the Initial Issuance Date, an aggregate principal amount of $230 million 6-1/8%
Senior Notes due 2013, (2) any Additional Notes for an original issue in an
aggregate principal amount specified in the written order of the Company
pursuant to Section 2.02 of the Indenture and (3) Exchange Notes or Private
Exchange Notes for issue only in a Registered Exchange Offer or a Private
Exchange, respectively, pursuant to a Registration Rights Agreement, for a like
principal amount of Initial Notes, in each case upon a written order of the
Company signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of the Company. Such order shall specify the
amount of the Notes to be authenticated and the date on which the original issue
of Notes is to be authenticated and, in the case of any issuance of Additional
Notes pursuant to Section 2.13 of the Indenture, shall certify that such
issuance is in compliance with Section 4.03 of the Indenture.

         2.3 Transfer and Exchange.

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

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

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

         (b)      Legend.

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

         THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
         EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE
         OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
         REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
         THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
         EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
         PROVIDED BY RULE 144A THEREUNDER.


                                     App.-3

<PAGE>

         THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
         THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
         ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE
         SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
         THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN
         OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
         ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
         SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V)
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE
         SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
         WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT
         PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
         IN (A) ABOVE.

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

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

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

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

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

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


                                     App.-4

<PAGE>

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

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

                  (iii) The Registrar or co-registrar shall not be required to
         register the transfer of or exchange of any Note or portion of a Note
         selected for redemption, except for the unredeemed portion of any Note
         being redeemed in part. Also, it need not exchange or register the
         transfer of any Notes for a period of 15 days before a selection of
         Notes to be redeemed or during the period between a record date and the
         corresponding interest payment date.

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

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

         (e)      No Obligation of the Trustee.

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

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

         2.4      Certificated Notes.

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


                                     App.-5

<PAGE>

the Trustee in writing that it elects to cause the issuance of certificated
Notes under this Indenture.

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

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

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


                                     App.-6

<PAGE>

                                   EXHIBIT 1 TO RULE 144A/REGULATION S APPENDIX


                         [FORM OF FACE OF INITIAL NOTE]

                              [Global Notes Legend]

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

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

                            [Restricted Notes Legend]

         THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

         THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO
THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS NOTE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


                                Ex. 1 to App.-1

<PAGE>

No.                                                                          $
                                                                      CUSIP No.
                                                                       ISIN No.

                            6 1/8% Senior Note due 2013

         Offshore Logistics, Inc., a Delaware corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum of Dollars on June 15, 2013
[or such greater or lesser amount as may be indicated on Schedule A hereto].1

         Interest Payment Dates:  June 15 and December 15.

         Record Dates:  June 1 and December 1.

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

         Dated:

                                         OFFSHORE LOGISTICS, INC.



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

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION,
     as Trustee, certifies that
     this is one of the Notes
     referred to in the Indenture.



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





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


                                Ex. 1 to App.-2

<PAGE>

                     [FORM OF REVERSE SIDE OF INITIAL NOTE]

                            6 1/8% Senior Note due 2013

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

         1. Interest. Offshore Logistics, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 6
1/8% per annum from June 20, 2003 until maturity and shall pay the Additional
Interest payable pursuant to Section 6 of the Registration Rights Agreement
referred to below. The Company will pay interest and Additional Interest, if
any, semi-annually in arrears on June 15 and December 15 of each year,
commencing December 15, 2003, or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on the
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of original issuance; provided that
if there is no existing Default or Event of Default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date, except in the case of the original
issuance of Notes, in which case interest shall accrue from the date of
authentication. The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at a rate that is the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

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

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

         4. Indenture. The Company issued the Notes under an Indenture dated as
of June 20, 2003 ("Indenture") among the Company, the Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. The Notes are senior unsecured obligations of the Company limited to
$230,000,000 aggregate principal amount in the case of Notes issued on the
Initial Issuance Date (as defined in the Indenture).

         5. Optional Redemption.

         (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph
5, the Company shall not have the option to redeem the Notes prior to June 15,
2008. Thereafter, the Company shall have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest and Additional Interest, if any,


                                Ex. 1 to App.-3

<PAGE>

to the applicable redemption date, if redeemed during the twelve-month period
beginning on June 15 of the years indicated below:

              YEAR                                                PERCENTAGE
              ----                                                ----------
              2008..............................................   103.063%
              2009..............................................   102.042%
              2010..............................................   101.021%
              2011 and thereafter...............................   100.000%

         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time on or prior to June 15, 2006, the Company may on one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
(including any Additional Notes) issued at a redemption price of 106.125% of the
principal amount thereof, plus accrued and unpaid interest and Additional
Interest, if any, thereon to the redemption date, with the net cash proceeds of
one or more Qualified Equity Offerings; provided that (i) at least 65% of the
aggregate principal amount of Notes (including any Additional Notes) issued
remains outstanding immediately after the occurrence of each such redemption and
(ii) each such redemption occurs within 90 days of the date of the closing of
each such Qualified Equity Offering.

         (c) Prior to June 15, 2008, the Company may at its option redeem all,
but not less than all, of the Notes at a redemption price equal to 100% of the
principal amount of the Notes plus the Applicable Premium as of, and accrued and
unpaid interest and Additional Interest, if any, to, the redemption date.

         6. Mandatory Redemption.

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

         7. Repurchase at Option of Holder.

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

         (b) On the 366th day after an Asset Sale, if the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company shall commence an offer to
all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the
Indenture and to the extent required by the terms of other Pari Passu
Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with
similar provisions requiring the Company to make an offer to purchase such Pari
Passu Indebtedness with the proceeds from any Asset Sale ("Pari Passu Notes"),
to purchase the maximum principal amount of Notes and any such Pari Passu Notes
to which the Asset Sale Offer applies that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount of the Notes and such Pari Passu Notes plus accrued and unpaid interest
and Additional Interest, if any, thereon to the date of purchase, in accordance
with the procedures set forth in the Indenture or agreements governing the Pair
Passu Notes, as applicable. To the extent that the aggregate amount of Notes
tendered pursuant to an Asset Sale Offer is less than the amount the Company is
required to repurchase, the Company may use any remaining Excess Proceeds for
any purpose not prohibited by the Indenture. If the aggregate principal amount
of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered
by holders or lenders, collectively, exceeds the amount the Company is required
to repurchase, the Trustee shall select the Notes and Pari Passu Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Trustee so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased) on the basis of the aggregate
principal amount of tendered Notes and Pari Passu Notes. Holders of Notes that
are the subject of an offer to purchase will receive an Asset Sale Offer from
the Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.


                                Ex. 1 to App.-4

<PAGE>

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

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

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

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

         12. Defaults and Remedies. Events of Default include: (i) default for
30 days in the payment when due of interest or Additional Interest, if any, on
the Notes; (ii) default in payment when due of the principal of or premium, if
any, on the Notes when due at Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration or otherwise; (iii) failure by the Company
to comply for 30 days after notice with Section 4.10, 4.15 or 5.01 of the
Indenture; (iv) failure by the Company for 60 days after notice to comply with
any of its other agreements in the Indenture or the Notes; (v) default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists or is created after the Initial Issuance
Date, which default (a) is caused by a failure to pay principal of or premium or
interest on such Indebtedness prior to the expiration of any grace period
provided in such Indebtedness, including any extension thereof (a "Payment
Default") or (b) results in the acceleration of such Indebtedness prior to its
Stated Maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates in excess of $10.0 million, and provided, further,
that if such default is cured or waived or any such acceleration rescinded, or
such Indebtedness is repaid within a period of 10 days from the continuation of
such default beyond the applicable grace period or the occurrence of such
acceleration, as the case may be, an Event of Default and any consequential
acceleration of the Notes shall be automatically rescinded, so long as said
rescission does not conflict with any judgment or decree; (vi) failure by the
Company or any of its Restricted Subsidiaries to pay final judgments aggregating
in excess of $10.0 million (net of any amounts that a reputable and creditworthy
insurance company has acknowledged liability for in writing), which judgments
are not paid, discharged or stayed for a period of 60 days; (vii) failure by any
Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the
repudiation by


                                Ex. 1 to App.-5

<PAGE>

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

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

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

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

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

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

         18. Additional Rights of Holders of Transfer Restricted Securities. In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transfer Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement dated as of June 20, 2003, among the Company, the
Guarantors and the Initial Purchasers named on the signature page thereof (the
"Registration Rights Agreement").

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

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


                                Ex. 1 to App.-6

<PAGE>

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

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

                  Offshore Logistics, Inc.
                  P.O.  Box 5-C
                  224 Rue de Jean
                  Lafayette, Louisiana 70505
                  Attention: Chief Financial Officer


                                Ex. 1 to App.-7

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         I or we assign and transfer this Note to


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


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

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


Date:                               Your Signature:
       -------------------                         ----------------------------
                                                    Sign exactly as your name
                                                    appears on the other side
                                                    of this Note.

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

CHECK ONE BOX BELOW


         (1)      [ ]      to the Company; or

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

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

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

         (5)      [ ]      pursuant to the exemption from registration provided
                           by Rule 144 under the Securities Act of 1933.

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


                                    -------------------------------------------
                                    Signature

Signature Guarantee:


-------------------------------     -------------------------------------------
Signature must be guaranteed        Signature


                                Ex. 1 to App.-8

<PAGE>

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

-------------------------------------------------------------------------------


                                Ex. 1 to App.-9

<PAGE>

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

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



Dated:
      -------------------------          --------------------------------------
                                         Notice:  To be executed by an executive
                                                  officer


                                Ex. 1 to App.-10

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

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

            [ ]   Section 4.10                     [ ]   Section 4.15

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

Date:                         Your Signature:
     -------------------                     ----------------------------------
                                             (Sign exactly as your name
                                             appears on the Note)


                              Soc. Sec. or Tax Identification No.:
                                                                  -------------

                              Signature Guarantee:


                                Ex. 1 to App.-11

<PAGE>

                         [TO BE ATTACHED TO GLOBAL NOTE]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

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

<TABLE>
<CAPTION>

                                                                  Principal Amount of      Signature of
                    Amount of decrease     Amount of increase      this Global Note      authorized officer
                    in Principal Amount    in Principal Amount     following such          of Trustee or
       Date         of this Global Note    of this Global Note   decrease or increase     Notes Custodian
<S>                 <C>                    <C>                   <C>                    <C>

----------------    -------------------    -------------------   --------------------   --------------------
</TABLE>


                                Ex. 1 to App.-12

<PAGE>

                                   EXHIBIT A TO RULE 144A/REGULATION S APPENDIX


                         [FORM OF FACE OF EXCHANGE NOTE
                      OR PRIVATE EXCHANGE NOTE] ____*/**/


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

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

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


                                Ex. A to App.-1

<PAGE>

                        [FORM OF FACE OF EXCHANGE NOTE OR
                             PRIVATE EXCHANGE NOTE]



No.                                                                          $

                                                                      CUSIP No.
                                                                       ISIN No.



                            6 1/8% Senior Note due 2013

         Offshore Logistics, Inc., a Delaware corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum of Dollars on June 15, 2013
[or such greater or lesser amount as may be indicated on Schedule A hereto].2

         Interest Payment Dates:  June 15 and December 15.

         Record Dates:  June 1 and December 1.

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

         Dated:
                                        OFFSHORE LOGISTICS, INC.



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

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION,
     as Trustee, certifies that
     this is one of the Notes
     referred to in the Indenture.



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





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


                                Ex. A to App.-2

<PAGE>

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

                            6 1/8% Senior Note due 2013

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

         1. Interest. Offshore Logistics, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 6
1/8% per annum from June 20, 2003 until maturity and shall pay the Additional
Interest payable pursuant to Section 6 of the Registration Rights Agreement
referred to below. The Company will pay interest and Additional Interest, if
any, semi-annually in arrears on June 15 and December 15 of each year,
commencing December 15, 2003, or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on the
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of original issuance; provided that
if there is no existing Default or Event of Default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date, except in the case of the original
issuance of Notes, in which case interest shall accrue from the date of
authentication. The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at a rate that is the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

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

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

         4. Indenture. The Company issued the Notes under an Indenture dated as
of June 20, 2003 ("Indenture") among the Company, the Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. The Notes are senior unsecured obligations of the Company limited to
$230,000,000 aggregate principal amount in the case of Notes issued on the
Initial Issuance Date (as defined in the Indenture).

         5. Optional Redemption.

         (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph
5, the Company shall not have the option to redeem the Notes prior to June 15,
2008. Thereafter, the Company shall have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest and Additional Interest, if any,


                                Ex. A to App.-3

<PAGE>

to the applicable redemption date, if redeemed during the twelve-month period
beginning on June 15 of the years indicated below:

              YEAR                                                 PERCENTAGE
              ----                                                 ----------
              2008...............................................   103.063%
              2009...............................................   102.042%
              2010...............................................   101.021%
              2011 and thereafter................................   100.000%

         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time on or prior to June 15, 2006, the Company may on one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
(including any Additional Notes) issued at a redemption price of 106.125% of the
principal amount thereof, plus accrued and unpaid interest and Additional
Interest, if any, thereon to the redemption date, with the net cash proceeds of
one or more Qualified Equity Offerings; provided that (i) at least 65% of the
aggregate principal amount of Notes (including any Additional Notes) issued
remains outstanding immediately after the occurrence of each such redemption and
(ii) each such redemption occurs within 90 days of the date of the closing of
each such Qualified Equity Offering.

         (c) Prior to June 15, 2008, the Company may at its option redeem all,
but not less than all, of the Notes at a redemption price equal to 100% of the
principal amount of the Notes plus the Applicable Premium as of, and accrued and
unpaid interest and Additional Interest, if any, to, the redemption date.

         6. Mandatory Redemption.

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

         7. Repurchase at Option of Holder.

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

         (b) On the 366th day after an Asset Sale, if the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company shall commence an offer to
all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the
Indenture and to the extent required by the terms of other Pari Passu
Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with
similar provisions requiring the Company to make an offer to purchase such Pari
Passu Indebtedness with the proceeds from any Asset Sale ("Pari Passu Notes"),
to purchase the maximum principal amount of Notes and any such Pair Passu Notes
to which the Asset Sale Offer applies that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount of the Notes and such Pari Passu Notes plus accrued and unpaid interest
and Additional Interest, if any, thereon to the date of purchase, in accordance
with the procedures set forth in the Indenture or agreements governing the Pair
Passu Notes, as applicable. To the extent that the aggregate amount of Notes
tendered pursuant to an Asset Sale Offer is less than the amount the Company is
required to repurchase, the Company may use any remaining Excess Proceeds for
any purpose not prohibited by the Indenture. If the aggregate principal amount
of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered
by holders or lenders, collectively, exceeds the amount the Company is required
to repurchase, the Trustee shall select the Notes and Pari Passu Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Trustee so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased) on the basis of the aggregate
principal amount of tendered Notes and Pari Passu Notes. Holders of Notes that
are the subject of an offer to purchase will receive an Asset Sale Offer from
the Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.


                                Ex. A to App.-4

<PAGE>

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

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

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

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

         12. Defaults and Remedies. Events of Default include: (i) default for
30 days in the payment when due of interest or Additional Interest, if any, on
the Notes; (ii) default in payment when due of the principal of or premium, if
any, on the Notes when due at Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration or otherwise; (iii) failure by the Company
to comply for 30 days after notice with Section 4.10, 4.15 or 5.01 of the
Indenture; (iv) failure by the Company for 60 days after notice to comply with
any of its other agreements in the Indenture or the Notes; (v) default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists or is created after the Initial Issuance
Date, which default (a) is caused by a failure to pay principal of or premium or
interest on such Indebtedness prior to the expiration of any grace period
provided in such Indebtedness, including any extension thereof (a "Payment
Default") or (b) results in the acceleration of such Indebtedness prior to its
Stated Maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates in excess of $10.0 million, and provided, further,
that if such default is cured or waived or any such acceleration rescinded, or
such Indebtedness is repaid within a period of 10 days from the continuation of
such default beyond the applicable grace period or the occurrence of such
acceleration, as the case may be, an Event of Default and any consequential
acceleration of the Notes shall be automatically rescinded, so long as said
rescission does not conflict with any judgment or decree; (vi) failure by the
Company or any of its Restricted Subsidiaries to pay final judgments aggregating
in excess of $10.0 million (net of any amounts that a reputable and creditworthy
insurance company has acknowledged liability for in writing), which judgments
are not paid, discharged or stayed for a period of 60 days; (vii) failure by any
Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the
repudiation by


                                Ex. A to App.-5

<PAGE>

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

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

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

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

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

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

         18. [Additional Rights of Holders of Transfer Restricted Securities. In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transfer Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement dated as of June 20, 2003, among the Company, the
Guarantors and the Initial Purchasers named on the signature page thereof (the
"Registration Rights Agreement").]3

         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
and corresponding ISIN 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


----------------------------------
3 Delete if this Note is not being issued in exchange for an Initial Note.


                                Ex. A to App.-6

<PAGE>

contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


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

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

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture [and/or the Registration Rights Agreement]4.
Requests may be made to:

                  Offshore Logistics, Inc.
                  P.O.  Box 5-C
                  224 Rue de Jean
                  Lafayette, Louisiana 70505
                  Attention: Chief Financial Officer



-----------------------
4 Delete if this Note is not being issued in exchange for an Initial Note.


                                Ex. A to App.-7

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         I or we assign and transfer this Note to


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


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

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



Date:                              Your Signature:
       ------------------------                   -----------------------------
                                                  Sign exactly as your name
                                                  appears on the other side
                                                  of this Note.


                                Ex. A to App.-8

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                                [ ]

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

Date:                           Your Signature:
     ----------------------                    --------------------------------
                                               (Sign exactly as your name
                                               appears on the other side of
                                               this Note)


                                Soc. Sec. or Tax Identification No.:
                                                                    -----------

Signature Guarantee:
                    -----------------------------------------------------------
                                (Signature must be guaranteed)

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


                                Ex. A to App.-9

<PAGE>

                                                                        ANNEX A



                 ----------------------------------------------

                            OFFSHORE LOGISTICS, INC.

                                       And

                           the Guarantors named herein

                 ----------------------------------------------

                           6 1/8% SENIOR NOTES DUE 2013

                 ----------------------------------------------

                            ------------------------

                         FORM OF SUPPLEMENTAL INDENTURE
                      AND AMENDMENT -- SUBSIDIARY GUARANTEE

                        DATED AS OF ____________ __, ____

                           --------------------------

                         U.S. BANK NATIONAL ASSOCIATION

                                     Trustee

                           --------------------------

-------------------------------------------------------------------------------


                                      A-1

<PAGE>

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

                                    RECITALS

         WHEREAS, the Company, the initial Guarantors and the Trustee entered
into an Indenture, dated as of June 20, 2003 (the "Indenture"), pursuant to
which the Company has issued $_____________ in principal amount of 6 1/8% Senior
Notes due 2013 (the "Notes"); and

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

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

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

                                   ARTICLE 1

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

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

                                   ARTICLE 2

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

                                   ARTICLE 3

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

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

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


                                      A-2

<PAGE>

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

                          [NEXT PAGE IS SIGNATURE PAGE]


                                      A-3

<PAGE>

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

                                       OFFSHORE LOGISTICS, INC.


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


                                       GUARANTORS
                                       [----------------------]


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


                                       U.S. BANK NATIONAL ASSOCIATION,
                                       as Trustee


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


                                      A-4