UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
THE
REVERSE HEREOF.
THE
NOTES
EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT
OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE
144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904
OF
REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION
EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT
TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND
OTHER
JURISDICTIONS.
No.
1 $299,000,000
CUSIP
No. 110394AA17
ISIN
No.
US110394AA17
7½%
Senior Note due 2017
Bristow
Group Inc., a Delaware corporation, promises to pay to Cede & Co., or
registered assigns, the principal sum of two hundred ninety-nine million
Dollars
($299,000,000) on September 15, 2017 or such greater or lesser amount as
may be
indicated on Schedule A hereto.
Interest
Payment Dates: March 15 and September 15.
Record
Dates: March 1 and September 1.
Additional
provisions of this Note are set forth on the other side of this
Note.
Dated: June
13, 2007
BRISTOW
GROUP INC.
By: /s/
Joseph A. Baj
Joseph
A. Baj
Vice
President and
Treasurer
TRUSTEE’S
CERTIFICATE OF
AUTHENTICATION
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee, certifies that
this
is one of the Notes
referred
to in the
Indenture.
By /s/
Susan C.
Merker
Authorized
Signatory
7½%
Senior Note due 2017
Capitalized
terms used herein but not defined shall have the meanings assigned to them
in
the Indenture referred to below unless otherwise indicated.
1. Interest. Bristow
Group Inc., a Delaware corporation (the “Company”), promises to pay interest on
the principal amount of this Note at 7½% per annum from June 13, 2007 until
maturity and shall pay the Additional Interest payable pursuant to Section
6 of
the Registration Rights Agreement referred to below. The Company will
pay interest and Additional Interest, if any, semi-annually in arrears on
March 15 and September 15 of each year,
commencing September 15, 2007, or if any such day is not a Business
Day, on the next succeeding Business Day (each an “Interest Payment
Date”). Interest on the Notes will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from the
date
of original issuance; provided that if there is no existing Default or Event
of
Default in the payment of interest, and if this Note is authenticated between
a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date, except in the case of the original issuance of Notes, in which case
interest shall accrue from the date of authentication. The Company
shall pay interest (including post-petition interest in any proceeding under
any
Bankruptcy Law) on overdue principal and premium, if any, from time to time
on
demand at a rate that is the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy
Law) on
overdue installments of interest and Additional Interest (without regard
to any
applicable grace periods) from time to time on demand at the same rate to
the
extent lawful. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
2. Method
of Payment. The Company will pay interest on the Notes (except
defaulted interest) and Additional Interest to the Persons who are registered
Holders of Notes at the close of business on the September 1 or March 1 next
preceding the Interest Payment Date, even if such Notes are cancelled after
such
record date and on or before such Interest Payment Date, except as provided
in
Section 2.11 of the Indenture with respect to defaulted interest. The
Notes will be payable as to principal, premium, if any, interest and Additional
Interest, if any, at the office or agency of the Company maintained for such
purpose within the City and State of New York, or, at the option of the Company,
payment of interest and Additional Interest may be made by check mailed to
the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, premium and Additional Interest
on
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America
as at
the time of payment is legal tender for payment of public and private
debts.
3. Paying
Agent and Registrar. Initially, U.S. Bank National Association,
the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.
4. Indenture. The
Company issued the Notes under an Indenture dated as of June 13, 2007
(“Indenture”) among the Company, the Guarantors and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part
of
the Indenture by reference to the Trust Indenture Act of 1939, as amended
(15
U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms,
and Holders are referred to the Indenture and such Act for a statement of
such
terms. The Notes are senior unsecured obligations of the Company
limited to $300,000,000 aggregate principal amount in the case of Notes issued
on the Initial Issuance Date (as defined in the Indenture).
5. The
Notes are redeemable as provided in Section 3.07 of the Indenture.
6. Mandatory
Redemption. Except as set forth in paragraph 7 below, the Company
shall not be required to make mandatory redemption or sinking fund payments
with
respect to the Notes or repurchase the Notes at the option of the
Holder.
7 Repurchase
at Option of Holder.
(a) Upon the
occurrence of a Change of Control Trigger Event, the Company shall make an
offer
(a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or
an integral multiple of) $1,000 of each Holder’s Notes at a purchase price equal
to 101% of the aggregate principal amount plus accrued and unpaid interest
and
Additional Interest, if any, to the date of purchase (the “Change of Control
Payment”). Within 30 days following a Change of Control Trigger
Event, the Company shall mail a notice to each Holder describing the transaction
that constitutes the Change of Control and setting forth the procedures
governing the Change of Control Offer as required by Section 4.15 of the
Indenture.
(b) If
the aggregate amount of Excess Proceeds exceeds $30.0 million to the extent
and
in the manner required under Sections 3.09 and 4.10 of the Indenture, the
Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”)
pursuant to Section 3.09 of the Indenture and to the extent required by the
terms of other Pari Passu Indebtedness, to all holders of other Pari Passu
Indebtedness outstanding with similar provisions requiring the Company to
make
an offer to purchase such Pari Passu Indebtedness with the proceeds from
any
Asset Sale (“Pari Passu Notes”), to purchase the maximum principal amount of
Notes and any such Pari Passu Notes to which the Asset Sale Offer applies
that
may be purchased out of the Excess Proceeds, at an offer price in cash in
an
amount equal to 100% of the principal amount of the Notes and such Pari Passu
Notes plus accrued and unpaid interest and Additional Interest, if any, thereon
to the date of purchase, in accordance with the procedures set forth in the
Indenture or agreements governing the Pair Passu Notes, as
applicable. To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the amount the Company is required
to repurchase, the Company may use any remaining Excess Proceeds for any
purpose
not prohibited by the Indenture. If the aggregate principal amount of
Notes surrendered by Holders thereof and other Pari Passu Notes surrendered
by
holders or lenders, collectively, exceeds the amount the Company is required
to
repurchase, the Trustee shall select the Notes and Pari Passu Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Trustee so that only Notes in denominations of $2,000,
or
integral multiples of $1,000, shall be purchased) on the basis of the aggregate
principal amount of tendered Notes and Pari Passu Notes. Holders of
Notes that are the subject of an offer to purchase will receive an Asset
Sale
Offer from the Company prior to any related purchase date and may elect to
have
such Notes purchased by completing the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Notes.
8. Notice
of Redemption. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder
whose
Notes are to be redeemed at its registered address. Notes in
denominations larger than $2,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest and Additional
Interest, if any, cease to accrue on Notes or portions thereof called for
redemption.
9. Denominations,
Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Company may require a Holder to pay any taxes
and
fees required by law or permitted by the Indenture. The Company need
not exchange or register the transfer of any Note or portion of a Note selected
for redemption, except for the unredeemed portion of any Note being redeemed
in
part. Also, it need not exchange or register the transfer of any
Notes for a period of 15 days before a selection of Notes to be redeemed
or
during the period between a record date and the corresponding Interest Payment
Date.
10. Persons
Deemed Owners. The registered Holder of a Note may be treated as
its owner for all purposes.
11. Amendment,
Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of
the
Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without
the consent of any Holder of a Note, the Indenture or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide
for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s obligations to Holders of the Notes
pursuant to Article 5 of the Indenture, to secure the Notes pursuant to Section
4.12 of the Indenture or otherwise, to make any change that would provide
any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder,
to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, to add any additional Guarantor with respect
to the
Notes or to release any Guarantor from its Subsidiary Guarantee, in each
case as
provided in the Indenture, or to comply with the requirements of the SEC
in
order to effect or maintain the qualification of the Indenture under the
Trust
Indenture Act.
12. Defaults
and Remedies. If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable
immediately. Notwithstanding the preceding, in the case of an Event
of Default arising from certain events of bankruptcy, insolvency or
reorganization with respect to the Company or any Significant Subsidiary
described in Section 6.01(h) or 6.01(i) of the Indenture, all outstanding
Notes
will become due and payable without further action or notice. Holders
may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in
its
exercise of any trust or power conferred on it. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event
of
Default (except a Default or Event of Default relating to the payment of
principal, interest, premium or Additional Interest) if it determines that
withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except
a
continuing Default or Event of Default in the payment of the principal of
or
premium, interest or Additional Interest, if any, on the Notes. The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and, so long as any Notes are outstanding,
the
Company is required upon becoming aware of any Default or Event of Default,
to
deliver to the Trustee a statement specifying such Default or Event of
Default.
13. Defeasance
and Discharge. The Notes are subject to defeasance and discharge
upon the terms and conditions specified in the Indenture.
14. Trustee
Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company
or
its Affiliates, as if it were not the Trustee.
15. No
Recourse Against Others. No past, present or future director,
officer, employee, incorporator, member, partner or stockholder or other
owner
of Capital Stock of the Company or any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the Notes,
the Subsidiary Guarantees or the Indenture or for any claim based on, in
respect
of, or by reason of, such obligations or their creation. Each Holder
by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the
Notes.
16. Authentication. This
Note shall not be valid until authenticated by the manual signature of an
authorized signatory of the Trustee or an authenticating agent.
17. Abbreviations. Customary
abbreviations may be used in the name of a Holder or an assignee, such as:
TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
(=
joint tenants with right of survivorship and not as tenants in common), CUST
(=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
18. Additional
Rights of Holders of Transfer Restricted Securities. In addition
to the rights provided to Holders of Notes under the Indenture, Holders of
Transfer Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement dated as of June 13, 2007, among the Company,
the
Guarantors and the Initial Purchasers named on the signature page thereof
(the
“Registration Rights Agreement”).
19. CUSIP
Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has
caused
CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and
the
Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption
and
reliance may be placed only on the other identification numbers placed
thereon.
20. Governing
Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
21. Successor
Corporation. In the event a successor assumes all the obligations
of the Company under the Notes and the Indenture, pursuant to the terms thereof,
the Company will be released from all such obligations.
The
Company will furnish to any Holder upon written request and without charge
a
copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:
Bristow
Group Inc.
2000
West Sam Houston Parkway
South
Suite
1700
Houston,
Texas 77042
Attention:
Chief Financial
Officer
Fax
No.: (713)
267-7620
ASSIGNMENT
FORM
To
assign
this Note, fill in the form below:
I
or we
assign and transfer this Note to
Print
or
type assignee’s name, address and zip code)
(Insert
assignee’s soc. sec. or tax I.D. No.)
and
irrevocably appoint __________________ agent to transfer this Note on the
books
of the Company. The agent may substitute another to act for
him.
Date: Your
Signature:
Sign
exactly as your name appears on
the other side of this Note.
In
connection with any transfer of any of the Notes evidenced by this certificate
occurring prior to the expiration of the period referred to in Rule 144(k)
under
the Notes Act after the later of the date of original issuance of such Notes
and
the last date, if any, on which such Notes were owned by the Company or any
Affiliate of the Company, the undersigned confirms that such Notes are being
transferred in accordance with its terms:
CHECK
ONE
BOX BELOW
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(2)
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o
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pursuant
to an effective registration statement under the Securities Act
of 1933;
or
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(3)
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o
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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
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(4)
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o
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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
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(5)
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o
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pursuant
to the exemption from registration provided by Rule 144 under the
Securities Act of 1933.
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Unless
one of the boxes is checked, the Trustee will refuse to register any of the
Notes evidenced b this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (4) or (5) is checked,
the Trustee shall be entitled to require, prior to registering any such transfer
of the Securities, such legal opinions, certifications and other information
as
the Company has reasonably requested to confirm that such transfer is being
made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.
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Signature
Guarantee:
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Signature
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Signature
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Signature
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Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
TO
BE
COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The
undersigned represents and warrants that it is purchasing this Note for its
own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, and is
aware
that the sale to it is being made in reliance on Rule 144A and acknowledges
that
it has received such information regarding the Company as the undersigned
has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Dated:
Notice: To
be executed by
an executive officer
OPTION
OF HOLDER TO ELECT PURCHASE
If
you
want to elect to have this Note purchased by the Company pursuant to Section
4.10 or 4.15 of the Indenture, check the box below:
o Section
4.10 o Section
4.15
If
you
want to elect to have only part of this Note purchased by the Company pursuant
to Section 4.10 or Section 4.15 of the Indenture, state the amount (in minimum
denomination of $1,000 or integral multiples thereof) you elect to have
purchased: $____________
Dated:
(Sign
exactly as your name appears on
the Note)
Soc.
Sec. or Tax Identification
No.:
Signature
Guarantee:
SCHEDULE
A
SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE
The
following increases or decreases in this Global Note have been
made:
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Amount
of decrease in Principal Amount of this Global Note
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Amount
of increase in Principal Amount of this Global Note
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Principal
Amount of this Global Note following such decrease or
increase
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Signature
of authorized officer of Trustee or Notes Custodian
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