<SUBMISSION>
<ACCESSION-NUMBER>0000950129-02-002184
<TYPE>S-4
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<FILING-DATE>20020430
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<COMPANY-DATA>
<CONFORMED-NAME>PETROLEUM HELICOPTERS INC
<CIK>0000350403
<ASSIGNED-SIC>4522
<IRS-NUMBER>720395707
<STATE-OF-INCORPORATION>LA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-87288
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</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2001 SE EVANGELINE THRUWAY
<STREET2>-
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70508
<PHONE>-
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>PO BOX 90808
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70509
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AIR EVAC SERVICES INC
<CIK>0001172111
<IRS-NUMBER>721404705
<STATE-OF-INCORPORATION>LA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-87288-01
<FILM-NUMBER>02628210
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>P O BOX 90808
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70509
<PHONE>3372352452
</BUSINESS-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ACADIAN COMPOSITES LLC
<CIK>0001172110
<IRS-NUMBER>721361582
<STATE-OF-INCORPORATION>LA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-87288-02
<FILM-NUMBER>02628211
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>P O BOX 90808
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70509
<PHONE>3372352452
</BUSINESS-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>INTERNATIONAL HELICOPTER TRANSPORT INC
<CIK>0001172109
<IRS-NUMBER>720542540
<STATE-OF-INCORPORATION>LA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-87288-03
<FILM-NUMBER>02628212
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>P O BOX 90808
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70509
<PHONE>3372352452
</BUSINESS-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PHI AEROMEDICAL SERVICES INC
<CIK>0001172108
<IRS-NUMBER>721404703
<STATE-OF-INCORPORATION>LA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-87288-04
<FILM-NUMBER>02628213
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>P O BOX 90808
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70509
<PHONE>3372352452
</BUSINESS-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PETROLEUM HELICOPTER INTERNATIONAL INC
<CIK>0001172107
<IRS-NUMBER>721443677
<STATE-OF-INCORPORATION>LA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<STREET1>P O BOX 90808
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70509
<PHONE>3372352452
</BUSINESS-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HELICOPTER LEASING LLC
<CIK>0001172105
<IRS-NUMBER>030397710
<STATE-OF-INCORPORATION>LA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FILE-NUMBER>333-87288-07
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<BUSINESS-ADDRESS>
<STREET1>P O BOX 90808
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70509
<PHONE>3372352452
</BUSINESS-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>EVANGELINE AIRMOTIVE INC
<CIK>0001172103
<IRS-NUMBER>720835089
<STATE-OF-INCORPORATION>LA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FORM-TYPE>S-4
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<FILE-NUMBER>333-87288-08
<FILM-NUMBER>02628218
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<STREET1>P O BOX 90808
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70509
<PHONE>3372352452
</BUSINESS-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HELICOPTER MANAGEMENT LLC
<CIK>0001172106
<IRS-NUMBER>030397562
<STATE-OF-INCORPORATION>LA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-87288-06
<FILM-NUMBER>02628215
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>P O BOX 90808
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70509
<PHONE>3372352452
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>h96309s-4.txt
<DESCRIPTION>PETROLEUM HELICOPTERS INC
<TEXT>
<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 2002

                                                    REGISTRATION NOS. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             ---------------------
                                    FORM S-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          PETROLEUM HELICOPTERS, INC.
             (Exact name of Registrant as Specified in Its Charter)

<Table>
<S>                             <C>                             <C>
           LOUISIANA                         4522                         72-0395707
(State or Other Jurisdiction of  (Primary Standard Industrial          (I.R.S. Employer
Incorporation or Organization)    Classification Code Number)       Identification Number)
</Table>

<Table>
<S>                                            <C>
         2001 S.E. EVANGELINE THRUWAY                        LANCE F. BOSPFLUG
          LAFAYETTE, LOUISIANA 70508               PRESIDENT AND CHIEF EXECUTIVE OFFICER
                (800) 235-2452                          PETROLEUM HELICOPTERS, INC.
 (Address, including zip code, and telephone            2001 S.E. EVANGELINE THRUWAY
               number including                          LAFAYETTE, LOUISIANA 70508
area code, of registrant's principal executive                 (800) 235-2452
                   offices)                       (Name, address, including zip code, and
                                                 telephone number, including area code, of
                                                             agent for service)
</Table>

                             ---------------------
                                    COPY TO:

                               RICHARD J. WILKIE
                   AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
                        1900 PENNZOIL PLACE, SOUTH TOWER
                              711 LOUISIANA STREET
                              HOUSTON, TEXAS 77002
                                 (713) 220-5800
                             ---------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after this Registration Statement becomes effective.

    If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  [ ]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]
------------------------

    If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
------------------------

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM
   TITLE OF EACH CLASS OF         AMOUNT TO BE        OFFERING PRICE         AGGREGATE            AMOUNT OF
 SECURITIES TO BE REGISTERED     REGISTERED(1)         PER UNIT(1)       OFFERING PRICE(1)   REGISTRATION FEE(1)
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>                  <C>                  <C>
9 3/8% Series B Senior Notes
  due 2009...................     $200,000,000             100%             $200,000,000           $18,400
-----------------------------------------------------------------------------------------------------------------
Guarantees of 9 3/8% Series B
  Senior Notes due 2009(2)...          --                   --                   --                  (3)
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
</Table>

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o).
(2) Each of the subsidiaries of Petroleum Helicopters, Inc. that is listed on
    the Table of Additional Registrant Guarantors on the following page has
    guaranteed the notes being registered hereby.
(3) No separate consideration will be received for the Guarantees and,
    therefore, no additional registration fee is required.

     THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                   TABLE OF ADDITIONAL REGISTRANT GUARANTORS

<Table>
<Caption>
                                                               STATE OR OTHER
                                                              JURISDICTION OF    I.R.S. EMPLOYER
                                                              INCORPORATION OR   IDENTIFICATION
EXACT NAME OF REGISTRANT GUARANTOR(1)                           ORGANIZATION         NUMBER
-------------------------------------                         ----------------   ---------------
<S>                                                           <C>                <C>
International Helicopter Transport, Inc. ...................     Louisiana         72-0542540
Evangeline Airmotive, Inc. .................................     Louisiana         72-0835089
Acadian Composites, L.L.C. .................................     Louisiana         72-1361582
Air Evac Services, Inc. ....................................     Louisiana         72-1404705
PHI Aeromedical Services, Inc. .............................     Louisiana         72-1404703
Petroleum Helicopters International, Inc. ..................     Louisiana         72-1443677
Helicopter Management, L.L.C. ..............................     Louisiana         03-0397562
Helicopter Leasing, L.L.C. .................................     Louisiana         03-0397710
</Table>

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

(1) The address for each Registrant Guarantor is 2001 S.E. Evangeline Thruway,
    Lafayette, Louisiana 70508.
<PAGE>

Information in this prospectus is not complete and may be changed. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. We may not exchange these securities until
the registration statement is effective. This prospectus is not an offer to sell
or a solicitation of an offer to buy the securities in any state where the offer
or sale is not permitted.

                  SUBJECT TO COMPLETION, DATED APRIL 30, 2002

                                  $200,000,000

                       [PETROLEUM HELICOPTERS, INC. LOGO]

                          PETROLEUM HELICOPTERS, INC.
                               OFFER TO EXCHANGE
                     9 3/8% SERIES B SENIOR NOTES DUE 2009
                  FOR ANY AND ALL OUTSTANDING 9 3/8% SERIES A
                             SENIOR NOTES DUE 2009
                             ---------------------
     This prospectus, and accompanying letter of transmittal, relate to our
proposed exchange offer. We are offering to exchange up to $200,000,000
aggregate principal amount of new 9 3/8% Series B Senior Notes due 2009, which
we call the Series B notes, which will be freely transferable, for any and all
outstanding 9 3/8% Series A Senior Notes due 2009, which we call the Series A
notes, issued in a private offering on April 23, 2002 and which have transfer
restrictions.

     In this prospectus we sometimes refer to the Series A notes and the Series
B notes collectively as the notes.

     - The exchange offer expires at 5:00 p.m., New York City time, on
                 , 2002, unless extended.

     - The terms of the Series B notes are substantially identical to the terms
       of the Series A notes, except that the Series B notes will be freely
       transferable and issued free of any covenants regarding exchange and
       registration rights.

     - All Series A notes that are validly tendered and not validly withdrawn
       will be exchanged.

     - Tenders of Series A notes may be withdrawn at any time prior to
       expiration of the exchange offer.

     - We will not receive any proceeds from the exchange offer.

     - The exchange of Series A notes for Series B notes will not be a taxable
       event for United States federal income tax purposes.

     - Holders of Series A notes do not have any appraisal or dissenters' rights
       in connection with the exchange offer.

     - Series A notes not exchanged in the exchange offer will remain
       outstanding and be entitled to the benefits of the indenture, but except
       under certain circumstances, will have no further exchange or
       registration rights under the registration rights agreement discussed in
       this prospectus.

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

     PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF FACTORS
YOU SHOULD CONSIDER IN CONNECTION WITH THE EXCHANGE OFFER.
                             ---------------------
     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE NOTES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     We may amend or supplement this prospectus from time to time by filing
amendments or supplements as required. You should read this entire prospectus,
the accompanying letter of transmittal and related documents and any amendments
or supplements to this prospectus carefully before making your investment
decision.

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

               The date of this prospectus is            , 2002.
<PAGE>

                               TABLE OF CONTENTS

<Table>
<S>                                                           <C>
Prospectus Summary..........................................    1
Risk Factors................................................    5
The Exchange Offer..........................................   15
Use of Proceeds.............................................   26
Selected Consolidated Financial Data........................   27
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................   29
Business....................................................   41
Description of the Notes....................................   51
U.S. Federal Income Tax Considerations......................   89
Plan of Distribution........................................   91
Legal Matters...............................................   92
Experts.....................................................   92
Available Information.......................................   92
Where You Can Find More Information.........................   93
Forward-looking Statements..................................   93
Index to Consolidated Financial Statements..................  F-1
Annex A -- Letter of Transmittal............................  A-1
</Table>

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

     The information contained in this prospectus was obtained from us and other
sources believed by us to be reliable. This prospectus also incorporates
important business and financial information about us that is not included in or
delivered with this prospectus.

     You should rely only on the information contained in this prospectus or any
supplement and any information incorporated by reference in this prospectus or
any supplement. We have not authorized anyone to provide you with any
information that is different. If you receive any unauthorized information, you
must not rely on it. You should disregard anything we said in an earlier
document that is inconsistent with what is included in or incorporated by
reference in this prospectus.

     You should not assume that the information in this prospectus or any
supplement is current as of any date other than the date on the front page of
this prospectus. This prospectus is not an offer to sell nor is it seeking an
offer to buy these securities in any state or jurisdiction where the offer or
sale is not permitted.

     We include cross references in this prospectus to captions in these
materials where you can find further related discussions. The above table of
contents tells you where to find these captions.

                             ---------------------
<PAGE>

                               PROSPECTUS SUMMARY

     This summary highlights basic information about us and the notes that we
are offering. You should read this entire prospectus carefully, including the
"Risk factors" section, the financial statements and the notes to those
financial statements. As used in this prospectus, unless the context otherwise
requires, the terms "Petroleum Helicopters," "we," "our" and "us" refer to
Petroleum Helicopters, Inc. and its consolidated subsidiaries, the term "EBITDA"
refers to net earnings before interest, taxes, depreciation and amortization and
excludes special charges, and the term "EBITDAR" refers to EBITDA before rent
expense. "As adjusted" information set forth in this prospectus gives effect to
the offering of Series A notes and the application of the net proceeds to (1)
acquire all of the 102 aircraft that we currently lease and (2) repay all
outstanding amounts under our bank credit facilities.

                                  THE COMPANY

     Petroleum Helicopters, Inc., founded in 1949, is one of the world's largest
and most experienced providers of commercial helicopter services. We are a
leading provider of safe and reliable helicopter transportation services to the
oil and gas industry in the Gulf of Mexico, where we operate approximately 175
aircraft. We also provide helicopter services to energy companies operating
offshore California, West Africa and Taiwan. In addition, we provide helicopter
and support services to the healthcare industry and helicopter repair and
refurbishment services to customers.

     We provide helicopter services to a broad base of major integrated energy
companies and independent oil and gas producers to transport personnel and, to a
lesser extent, parts and equipment, to, from and among offshore production
platforms, drilling rigs and pipeline and other facilities. For the year ended
December 31, 2001, approximately 72% of our operating revenues came from the oil
and gas industry -- 67% from our U.S. operations and 5% from overseas
operations. We are the principal provider of helicopter services in the Gulf of
Mexico to Shell Oil Company and its affiliates, the largest producer of oil and
gas in the Gulf, and to Unocal, BP, Kerr-McGee and Exxon Mobil. We estimate that
approximately 70% of our 2001 oil and gas-related revenues was attributable to
production and pipeline activity, which represents a more stable revenue source
than exploration and development activity.

     We also provide helicopter and support services to the healthcare industry
and technical services representing 17% and 8%, respectively, of our 2001
revenues. Our services to the healthcare industry consist principally of
providing air medical transportation services to hospitals and medical
facilities in 13 U.S. states. Our 39 dedicated air medical helicopters are
specially outfitted to accommodate emergency medical patients, personnel and
equipment. Our technical services business consists principally of providing
helicopter repair and refurbishment services to our customers.

     The address of our principal executive offices is 2001 S.E. Evangeline
Thruway, Lafayette, Louisiana 70508 and our telephone number at this address is
(800) 235-2452.

                                        1
<PAGE>

                               THE EXCHANGE OFFER

     You are entitled to exchange in the exchange offer your outstanding Series
A notes for Series B notes with substantially identical terms. You should read
the discussion under the heading "Description of the Notes" beginning on page 51
for further information regarding the Series B notes.

     We summarize the terms of the exchange offer below. You should read the
discussion under the heading "The Exchange Offer" beginning on page 15 for
further information regarding the exchange offer and resale of the Series B
notes.

Registration Rights
Agreement.....................   We sold $200 million in aggregate principal
                                 amount of Series A notes to UBS Warburg LLC and
                                 Deutsche Bank Securities Inc., as initial
                                 purchasers in a transaction exempt from the
                                 registration requirements of the Securities
                                 Act. We entered into a registration rights
                                 agreement dated as of April 23, 2002 with the
                                 initial purchasers which grants the holders of
                                 the Series A notes exchange and registration
                                 rights. This exchange offer satisfies those
                                 exchange rights.

The Exchange Offer............   $1,000 principal amount of Series B notes in
                                 exchange for each $1,000 principal amount of
                                 Series A notes. As of the date of this
                                 prospectus, $200 million aggregate principal
                                 amount of the Series A notes are outstanding.
                                 We will issue Series B notes to holders on the
                                 earliest practicable date following the
                                 Expiration Date.

Resales of the Series B
Notes.........................   Based on interpretations by the staff of the
                                 SEC set forth in no-action letters issued to
                                 third parties, we believe that, except as
                                 described below, the Series B notes issued
                                 pursuant to the exchange offer may be offered
                                 for resale, resold and otherwise transferred by
                                 holders of the Series B notes, other than a
                                 holder that is an "affiliate" of ours within
                                 the meaning of Rule 405 under the Securities
                                 Act, without compliance with the registration
                                 and prospectus delivery provisions of the
                                 Securities Act, provided that the Series B
                                 notes are acquired in the ordinary course of
                                 the holder's business and the holder has no
                                 arrangement or understanding with any person to
                                 participate in the distribution of the Series B
                                 notes.

                                 Each broker-dealer that receives Series B notes
                                 pursuant to the exchange offer in exchange for
                                 Series A notes that the broker-dealer acquired
                                 for its own account as a result of
                                 market-making activities or other trading
                                 activities, other than Series A notes acquired
                                 directly from us or our affiliates, must
                                 acknowledge that it will deliver a prospectus
                                 in connection with any resale of the Series B
                                 notes. The letter of transmittal states that by
                                 acknowledging and by delivering a prospectus, a
                                 broker-dealer will not be deemed to admit that
                                 it is an "underwriter" within the meaning of
                                 the Securities Act.

                                 If we receive notices in the letter of
                                 transmittal, this prospectus, as it may be
                                 amended or supplemented from time to time, may
                                 be used for the period described below by a
                                 broker-dealer in connection with resales of
                                 Series B notes received in exchange for Series
                                 A notes where the Series A notes were acquired
                                 by

                                        2
<PAGE>

                                 the broker-dealer as a result of market-making
                                 activities or other trading activities and not
                                 acquired directly from us.

                                 The letter of transmittal requires
                                 broker-dealers tendering Series A notes in the
                                 exchange offer to indicate whether the
                                 broker-dealer acquired the Series A notes for
                                 its own account as a result of market-making
                                 activities or other trading activities, other
                                 than Series A notes acquired directly from us
                                 or any of our affiliates. If no broker-dealer
                                 indicates that the Series A notes were so
                                 acquired, we have no obligation under the
                                 registration rights agreement to maintain the
                                 effectiveness of the registration statement
                                 past the consummation of the exchange offer or
                                 to allow the use of this prospectus for such
                                 resales. See "The Exchange Offer --
                                 Registration Rights" and "-- Resale of the
                                 Series B Notes; Plan of Distribution."

Expiration Date...............   The exchange offer expires at 5:00 p.m., New
                                 York City time, on           , 2002 unless we
                                 extend the exchange offer in our sole
                                 discretion, in which case the term "Expiration
                                 Date" means the latest date and time to which
                                 the exchange offer is extended.

Conditions to the Exchange
Offer.........................   The exchange offer is subject to certain
                                 conditions which we may waive. See "The
                                 Exchange Offer -- Conditions to the Exchange
                                 Offer."

Procedure for Tendering the
Series A Notes................   Each holder of Series A notes wishing to accept
                                 the exchange offer must complete, sign and date
                                 the accompanying letter of transmittal in
                                 accordance with the instructions, and mail or
                                 otherwise deliver the letter of transmittal
                                 together with the Series A notes and any other
                                 required documentation to the exchange agent
                                 identified below under "Exchange Agent" at the
                                 address set forth in this prospectus. By
                                 executing the letter of transmittal, a holder
                                 will make certain representations to us. See
                                 "The Exchange Offer -- Registration Rights" and
                                 "-- Procedures for Tendering Series A Notes."

Special Procedures for
Beneficial Owners.............   Any beneficial owner whose Series A notes are
                                 registered in the name of a broker, dealer,
                                 commercial bank, trust company or other nominee
                                 and who wishes to tender should contact the
                                 registered holder promptly and instruct the
                                 registered holder to tender on its behalf. See
                                 "The Exchange Offer -- Procedures for Tendering
                                 Series A Notes."

Guaranteed Delivery
Procedures....................   Holders of Series A notes who wish to tender
                                 their Series A notes when those securities are
                                 not immediately available or who cannot deliver
                                 their Series A notes, the letter of transmittal
                                 or any other documents required by the letter
                                 of transmittal to the exchange agent prior to
                                 the Expiration Date must tender their Series A
                                 notes according to the guaranteed delivery
                                 procedures set forth in "The Exchange
                                 Offer -- Procedures for Tendering Series A
                                 Notes -- Guaranteed delivery."

Withdrawal rights.............   Tenders of Series A notes pursuant to the
                                 exchange offer may be withdrawn at any time
                                 prior to the Expiration Date.

                                        3
<PAGE>

Acceptance of Series A Notes
and Deliver of Series B
Notes.........................   We will accept for exchange any and all Series
                                 A notes that are properly tendered in the
                                 exchange offer, and not withdrawn, prior to the
                                 Expiration Date. The Series B notes issued
                                 pursuant to the exchange offer will be issued
                                 on the earliest practicable date following our
                                 acceptance for exchange of Series A notes. See
                                 "The Exchange Offer -- Terms of the Exchange
                                 Offer."

Exchange Agent................   The Bank of New York is serving as exchange
                                 agent in connection with the exchange offer.
                                 See "The Exchange Offer -- Exchange Agent."

Federal Income Tax
Considerations................   The exchange of Series A notes for Series B
                                 notes pursuant to the exchange offer will not
                                 be treated as a taxable exchange for federal
                                 income tax purposes. See "U.S. Federal Income
                                 Tax Considerations."

RATIO OF EARNINGS TO FIXED CHARGES

     The ratio of earnings to fixed charges for each of the periods indicated is
as follows:

<Table>
<Caption>
                       EIGHT MONTHS   TWELVE MONTHS    YEAR ENDED DECEMBER 31,
YEAR ENDED APRIL 30,      ENDED           ENDED       -------------------------
--------------------   DECEMBER 31,   DECEMBER 31,                    PRO FORMA
1997   1998    1999        1999           1999         2000    2001    2001(2)
-----  -----   -----   ------------   -------------   ------   ----   ---------
                                       (UNAUDITED)
<S>    <C>     <C>     <C>            <C>             <C>      <C>    <C>
2.2x   2.1x    1.4x        0.6x(1)        0.4x(1)     (0.3)x(1) 2.3x    1.5x
</Table>

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

(1) For the eight and twelve months ended December 31, 1999 and the year ended
    December 31, 2000, earnings were inadequate to cover fixed charges by $3.3
    million, $7.1 million and $17.1 million, respectively.

(2) Pro forma 2001 gives effect to the offering of the Series A notes and the
    application of the net proceeds to (A) acquire all of the 102 aircraft that
    we currently lease and (B) repay all outstanding amounts under our bank
    credit facility as if these transactions occurred as of January 1, 2001.

     These computations include us and our Restricted Subsidiaries. The term
"fixed charges" means the sum of the following:

     - interest expensed and capitalized;

     - amortized premiums, discounts and capitalized expenses related to
       indebtedness;

     - an estimate of the interest within rental expenses; and

     - minority interest in consolidated subsidiaries.

                                        4
<PAGE>

                                  RISK FACTORS

     You should carefully consider the risks described below as well as other
information and data included or incorporated by reference in this prospectus
before making an investment decision. Additional risks and uncertainties not
currently known to us or that we consider to be immaterial may also materially
impact our business, operations or financial condition. Any of the following
risks could impair our business, financial condition or operating results.

RISKS RELATING TO THE EXCHANGE OFFER

 THE MARKET VALUE OF YOUR SERIES A NOTES MAY BE LOWER IF YOU DO NOT EXCHANGE
 YOUR SERIES A NOTES OR FAIL TO PROPERLY TENDER YOUR SERIES A NOTES FOR
 EXCHANGE.

  Consequences of Failure to Exchange

     To the extent that Series A notes are tendered and accepted for exchange
pursuant to the exchange offer, the trading market for Series A notes that
remain outstanding may be significantly more limited, which might adversely
affect the liquidity of the Series A notes not tendered for exchange. The extent
of the market and the availability of price quotations for Series A notes would
depend upon a number of factors, including the number of holders of Series A
notes remaining at such time and the interest in maintaining a market in such
Series A notes on the part of securities firms. An issue of securities with a
smaller outstanding market value available for trading, or float, may command a
lower price than would a comparable issue of securities with a greater float.
Therefore, the market price for Series A notes that are not exchanged in the
exchange offer may be affected adversely to the extent that the amount of Series
A notes exchanged pursuant to the exchange offer reduces the float. The reduced
float also may tend to make the trading price of the Series A notes that are not
exchanged more volatile.

  Consequences of Failure to Properly Tender

     Issuance of the Series B notes in exchange for the Series A notes pursuant
to the exchange offer will be made following the prior satisfaction, or waiver,
of the conditions set forth in "The Exchange Offer -- Conditions to the Exchange
Offer" and only after timely receipt by the exchange agent of the Series A
notes, a properly completed and duly executed letter of transmittal and all
other required documents. Therefore, holders of Series A notes desiring to
tender Series A notes in exchange for Series B notes should allow sufficient
time to ensure timely delivery of all required documentation. Neither we, the
exchange agent nor any other person is under any duty to give notification of
defects or irregularities with respect to the tenders of Series A notes for
exchange. Series A notes that may be tendered in the exchange offer but which
are not validly tendered will, following the consummation of the exchange offer,
remain outstanding and will continue to be subject to the same transfer
restrictions currently applicable to the Series A notes.

  THERE IS NO PUBLIC MARKET FOR THE NOTES AND YOU CANNOT BE SURE AN ACTIVE
  TRADING MARKET FOR THE NOTES WILL DEVELOP.

     The Series A notes have not been registered under the Securities Act, and
may not be resold by purchasers thereof unless the Series A notes are
subsequently registered or an exemption from the registration requirements of
the Securities Act is available. However, we cannot assure you that, even
following registration or exchange of the Series A notes for Series B notes,
that an active trading market for the Series A notes or the Series B notes will
exist, and we will have no obligation to create such a market. At the time of
the private placement of the Series A notes, the initial purchasers advised us
that they intended to make a market in the Series A notes and, if issued, the
Series B notes. However, the initial purchasers are not obligated to make a
market in the Series A notes or the Series B notes, and any such market-making
may be discontinued at any time at the sole discretion of the initial
purchasers. No assurance can be given as to the liquidity of or trading market
for the Series A notes or the Series B notes.

                                        5
<PAGE>

     The liquidity of any market for the notes will depend upon the number of
holders of the notes, the overall market for high yield securities, our
financial performance or prospects or in the prospects for companies in our
industry generally, the interest of securities dealers in making a market in the
notes and other factors.

     If the number of outstanding Series A notes is reduced through the exchange
offer, the existing limited market for the Series A notes will become further
constricted, with a probable decrease in the liquidity of the Series A notes.
Further, the Series A notes that are not tendered in the exchange offer will
continue to be subject to the existing restrictions upon their transfer. We will
have no obligation to provide for the registration under the Securities Act of
unexchanged Series A notes.

RISKS RELATING TO THE NOTES

  WE HAVE A SUBSTANTIAL AMOUNT OF INDEBTEDNESS.

     On an as adjusted basis as of December 31, 2001, we would have had:

     - $200.6 million of indebtedness (including the notes and capital lease
       obligations), or 68.6% of our as adjusted total capitalization; and

     - $50.0 million in total borrowing capacity under our new senior revolving
       credit facility, which if borrowed would have been senior secured debt
       effectively senior to the notes.

     The degree to which we are leveraged could have important consequences to
you, including:

     - our ability to satisfy our obligations under the notes or other debt
       could be affected and any failure to comply with the requirements of any
       of our debt agreements could result in an event of default under the
       indenture;

     - a substantial portion of our cash flow from operations will be required
       to be dedicated to interest and principal payments and may not be
       available for operations, working capital, capital expenditures,
       expansion, acquisitions or general corporate or other purposes;

     - our ability to obtain additional financing in the future may be impaired;

     - we may be more highly leveraged than our competitors, which may place us
       at a competitive disadvantage;

     - our flexibility in planning for, or reacting to, changes in our business
       and industry may be limited; and

     - our degree of leverage may make us more vulnerable in the event of a
       downturn in our business, our industry or the economy in general.

     The occurrence of any one of these events could have a material adverse
effect on our business, financial condition, results of operations, business
prospects and ability to satisfy our obligations under the notes.

     We could incur additional debt, which could negatively impact our financial
condition, results of operations and business prospects and prevent us from
satisfying our obligations under the notes. If we incur additional debt, the
leverage-related risks that we face could intensify.

     In addition, our ability to make payments on and to refinance our debt,
including the notes, will depend on our ability to generate cash in the future.
This, to a lesser extent, is subject to general economic, business, financial,
competitive, legislative, regulatory and other factors that are beyond our
control.

                                        6
<PAGE>

  WE MAY NOT BE ABLE TO ACQUIRE ON SATISFACTORY FINANCIAL TERMS THE HELICOPTERS
  THAT WE CURRENTLY LEASE AND INTEND TO PURCHASE WITH THE PROCEEDS FROM THE
  OFFERING OF OUR SERIES A NOTES, WHICH COULD RESULT IN THE INCURRENCE OF
  SIGNIFICANT AIRCRAFT CARRYING COSTS.

     We intend to use approximately $125 million of the net proceeds from the
offering of our Series A notes to acquire substantially all of the 102 aircraft
that we currently lease as soon as practicable following completion of the
offering. However, most of the leases provide that we may only purchase the
aircraft from the lessors on specific dates in the future. Some of the leases do
not provide for the acquisition of the aircraft by us.

     Of the leased aircraft we intend to acquire with a portion of the net
proceeds from the Series A notes offering, we have the contractual right to
purchase aircraft valued at approximately $65.5 million on or prior to January
2, 2003 and additional aircraft valued at approximately $28.8 million on or
prior to December 31, 2003. We are seeking commitments from our lessors to allow
us to purchase substantially all of the 102 aircraft we lease, but no assurances
can be made that we will be successful. We have received commitments from our
lessors which will allow us to purchase aircraft valued at approximately $92.6
million. If we are not successful, we will be obligated to continue to make
lease payments during the period until the leases permit us to purchase the
aircraft. On those leases that do not have purchase options, we may not be able
to purchase the aircraft and will continue to be obligated to pay the lease
amounts until the termination of the lease. The continued incurrence of these
lease payments, together with the interest on the notes offered hereby for a
substantial period of time, could materially adversely affect our cash flows,
profitability and financial condition.

  IN THE EVENT OF OUR BANKRUPTCY OR LIQUIDATION, HOLDERS OF THE NOTES WILL BE
  PAID FROM ANY ASSETS REMAINING AFTER PAYMENTS TO ANY HOLDERS OF SECURED DEBT
  AND DEBT OF OUR NON-GUARANTOR SUBSIDIARIES.

     The notes will be general unsecured senior obligations of us and our
subsidiary guarantors, effectively junior to any of our existing or future
secured debt to the extent of the value of assets securing that debt. If we are
declared bankrupt or insolvent, or are liquidated, holders of our secured debt
and any secured debt of our subsidiaries will be entitled to be paid from our
assets before any payment may be made with respect to the notes. In addition, in
that circumstance, holders of debt of our non-guarantor subsidiaries would be
entitled to be paid from the assets of those subsidiaries before the proceeds of
those assets could be applied to pay the notes. If any of the foregoing events
occurs, we cannot assure you that we will have sufficient assets to pay amounts
due on our secured debt, the secured debt of our subsidiary guarantors, the debt
of our non-guarantor subsidiaries, and the notes and other liabilities of us and
our subsidiaries. As a result, holders of the notes may receive less, ratably,
than holders of secured debt of us or our subsidiary guarantors or the debt of
our non-guarantor subsidiaries in the event of bankruptcy or liquidation.

  RESTRICTIONS IN OUR DEBT AGREEMENTS COULD LIMIT OUR GROWTH AND OUR ABILITY TO
  RESPOND TO CHANGING CONDITIONS.

     Our new senior revolving credit facility and the indenture governing the
notes contain a number of significant covenants in addition to covenants
restricting the incurrence of additional debt. These covenants limit our
ability, among other things, to:

     - pay cash dividends or distributions on our capital stock or to repurchase
       our capital stock;

     - make certain investments;

     - create certain liens on our assets to secure debt;

     - merge or enter into other business combination transactions;

     - issue and sell capital stock of our subsidiaries;

     - enter into sale and leaseback transactions;

                                        7
<PAGE>

     - enter into certain transactions with affiliates; and

     - transfer and sell assets.

     In addition, our new senior revolving credit facility requires us to
maintain certain financial ratios and satisfy certain financial condition tests
and may require us to take action to reduce our debt or take some other action
to comply with them.

     These restrictions could limit our ability to obtain future financings,
make needed capital expenditures, withstand a future downturn in our business or
the economy in general, or otherwise conduct necessary corporate activities. We
may also be prevented from taking advantage of business opportunities that arise
because of the limitations that the restrictive covenants under our new senior
revolving credit facility and the indenture impose on us.

     A breach of any of these covenants would result in a default under the
applicable debt agreement. A default, if not waived, could result in
acceleration of the debt outstanding under the agreement and in a default with
respect to, and acceleration of, the debt outstanding under the other debt
agreements. The accelerated debt would become immediately due and payable. If
that should occur, we may not be able to pay all such debt or to borrow
sufficient funds to refinance it. Even if new financing were then available, it
may not be on terms that are acceptable to us. See "Description of the
Notes -- Events of Default."

  WE MAY NOT BE ABLE TO REPURCHASE THE NOTES OR REPAY DEBT UNDER OUR CREDIT
  FACILITY UPON A CHANGE OF CONTROL.

     Upon the occurrence of a change of control, holders of the notes may
require us to offer to repurchase all or any part of their notes. We may not
have sufficient funds at the time of the change of control to make the required
repurchases, or restrictions under our new senior revolving credit facility may
not allow such repurchases. Additionally, an event constituting a "change of
control" (as defined in the indenture) will likely be an event of default under
our new senior revolving credit facility that would, if it should occur, permit
the lenders to accelerate the debt outstanding under our new senior revolving
credit facility and that, in turn, would cause an event of default under the
indenture.

     The source of funds for any repurchase required as a result of any change
of control will be our available cash or cash generated from oil and gas
operations or other sources, including borrowings, sales of assets, sales of
equity or funds provided by a new controlling entity. We cannot assure you,
however, that sufficient funds would be available at the time of any change of
control to make any required repurchases of the notes tendered and to repay debt
under our new senior revolving credit facility. Furthermore, using available
cash to fund the potential consequences of a change of control may impair our
ability to obtain additional financing in the future. Any of our future credit
agreements or other agreements relating to debt will most likely contain similar
restrictions and provisions.

  THE SUBSIDIARY GUARANTEES COULD BE DEEMED FRAUDULENT CONVEYANCES UNDER CERTAIN
  CIRCUMSTANCES, AND A COURT MAY SUBORDINATE OR VOID THE SUBSIDIARY GUARANTEES.

     The notes are guaranteed by our existing operating and future U.S.
subsidiaries. Under various fraudulent conveyance or fraudulent transfer laws, a
court could subordinate or void the subsidiary guarantees. Generally, to the
extent that a U.S. court were to find that at the time one of our subsidiaries
entered into a subsidiary guarantee either:

     - the subsidiary incurred the guarantee with the intent to hinder, delay or
       defraud any present or future creditor, or contemplated insolvency with a
       design to favor one or more creditors to the exclusion of others; or

     - the subsidiary did not receive fair consideration or reasonably
       equivalent value for issuing the subsidiary guarantee and, at the time it
       issued the subsidiary guarantee, the subsidiary

     - was insolvent or became insolvent as a result of issuing the subsidiary
       guarantee,

                                        8
<PAGE>

     - was engaged or about to engage in a business or transaction for which the
       remaining assets of the subsidiary constituted unreasonably small
       capital, or

     - intended to incur, or believed that it would incur, debts beyond its
       ability to pay those debts as they matured (as all of the foregoing terms
       are defined or interpreted under the relevant fraudulent transfer or
       conveyance statutes),

then the court could void or subordinate the subsidiary guarantee in favor of
the subsidiary's other obligations.

     A legal challenge of a subsidiary guarantee on fraudulent conveyance
grounds may focus, among other things, on the benefits, if any, the subsidiary
realized as a result of our issuing the notes. To the extent a subsidiary
guarantee is voided as a fraudulent conveyance or held unenforceable for any
other reason, the holders of the notes would not have any claim against that
subsidiary and would be creditors solely of us and any other subsidiary
guarantors whose guarantees are not held unenforceable.

  YOUR ABILITY TO SELL THE NOTES MAY BE LIMITED BY THE ABSENCE OF AN ACTIVE
  TRADING MARKET, AND THERE IS NO ASSURANCE THAT AN ACTIVE TRADING MARKET WILL
  DEVELOP FOR THE NOTES.

     The notes are a new issue of securities for which there is no established
public market. The initial purchasers have advised us that they intend to make a
market in the notes, and the exchange notes, if issued, as permitted by
applicable laws and regulations. However, the initial purchasers are not
obligated to make a market in the notes or the exchange notes, and they may
discontinue their market-making activities at any time without notice.
Therefore, we cannot assure you that an active market for the notes or exchange
notes will develop or, if developed, that it will continue. Historically, the
market for non-investment grade debt has been subject to disruptions that have
caused substantial volatility in the prices of securities similar to the notes.
We cannot assure you that the market, if any, for the notes or exchange notes
will be free from similar disruptions or that any such disruptions may not
adversely affect the prices at which you may sell your note. In addition,
subsequent to their initial issuance, the notes or exchange notes may trade at a
discount from their initial offering price, depending upon prevailing interest
rates, the market for similar notes, our performance and other factors. We
expect that the notes will be eligible to be traded in The PORTAL Market(SM). We
do not intend to apply for listing of the notes on any securities exchange.

RISKS RELATING TO OUR BUSINESS

  OUR OPERATIONS ARE DEPENDENT UPON THE LEVEL OF EXPLORATION AND PRODUCTION
  ACTIVITY IN THE OIL AND GAS INDUSTRY.

     For the year ended December 31, 2001, approximately 72% of our operating
revenues was attributable to helicopter services provided to oil and gas
exploration and production companies. As such, our revenues, profitability and
future growth are highly dependent upon the levels of oil and natural gas
exploration and production activity. Such activity levels are affected by trends
in, and expectations regarding, oil and natural gas prices. These prices have
been, and are likely to continue to be, extremely volatile for both seasonal and
cyclical reasons. Oil and gas prices depend on factors that we cannot control,
such as:

     - the supply of, and demand for, oil and natural gas and market
       expectations regarding supply and demand;

     - actions of OPEC, Middle Eastern and other oil producing countries to
       control prices or change production levels;

     - general economic conditions in the United States and worldwide;

     - war, civil unrest or terrorist activities;

     - governmental regulation; and

     - the price and availability of alternative fuels.
                                        9
<PAGE>

     Any substantial or extended decline in the prices of oil and natural gas
below historical averages could depress the level of helicopter activity in
support of exploration and production activity and thus have a material adverse
effect on our business, results of operations and financial condition.

     Moreover, companies in the oil and gas exploration and production industry
continually seek to implement cost-savings measures. As part of these measures,
oil and gas companies have attempted to improve operating efficiencies with
respect to helicopter support services. For example, certain oil and gas
companies have pooled helicopter services among operators, reduced staffing
levels by using technology to permit unmanned production installations and
decreased the frequency of transportation of employees offshore by increasing
the lengths of shifts offshore. The continued implementation of such measures
could reduce demand for helicopter services and have a material adverse impact
on our business, results of operations and our financial condition.

  WE DEPEND ON A SMALL NUMBER OF LARGE OIL AND GAS INDUSTRY CUSTOMERS FOR A
  SIGNIFICANT PORTION OF OUR REVENUES.

     We derive a significant amount of our revenues from a small number of major
integrated energy companies and independent oil and gas companies. Our largest
customer, Shell Oil Company and its affiliates, accounted for 15%, 12%, 13% and
17%, of our operating revenues for the years ended December 31, 2001 and
December 31, 2000, the eight months ended December 31, 1999 and the year ended
April 30, 1999, respectively. Our largest ten customers represented
approximately 54%, 47%, 47% and 46% of our operating revenues for the same
periods. Accordingly, our inability to continue to perform services for one or
more of these large existing customers would, if not offset by revenues from new
or other existing customers, have a material adverse effect on our revenues,
profitability and financial condition.

  OUR OPERATIONS ARE DEPENDENT UPON THE LEVEL OF ACTIVITY IN THE GULF OF MEXICO.

     Approximately 67% of our 2001 operating revenues was derived from our
helicopter support services to oil and gas customers operating in the Gulf of
Mexico. The Gulf of Mexico is the most profitable segment of our operations. If
activity in oil and natural gas exploration and production in the Gulf of Mexico
declines, our business, financial condition and results of operations would be
materially and adversely affected.

  OUR CUSTOMERS ARE CONCENTRATED IN THE OIL AND GAS INDUSTRY AND, AS A RESULT,
  OUR CREDIT EXPOSURE WITHIN THIS INDUSTRY IS SIGNIFICANT.

     The majority of our customers are engaged in oil and gas exploration and
production. This concentration of customers may impact our overall exposure to
credit risk, either positively or negatively, in that such customers may be
similarly affected by changes in economic and industry conditions. We generally
do not require letters of credit or other collateral to support our trade
receivables. Accordingly, a sudden or protracted downturn in the economic
conditions of the oil and gas industry could adversely impact our ability to
collect our receivables and thus our financial condition.

  THE RECENT UNIONIZATION OF OUR PILOTS WILL INCREASE OUR COSTS AND COULD HAVE
  AN ADVERSE IMPACT ON OUR EARNINGS AND FINANCIAL CONDITION.

     In June 2001, our U.S. pilots ratified a three-year collective bargaining
agreement between the Office & Professional Employees International Union, or
OPEIU, and us. This agreement, which expires on May 31, 2004, includes
provisions for periodic pilot salary increases. Accordingly, unless we are able
to pass these cost increases through to our customers, our profit margins will
decrease during this period. Moreover, although our collective bargaining
agreement contains certain work stoppage protections, a strike, work stoppage or
other labor disruption, even if in breach of the existing agreement, or the
failure to negotiate a new agreement following the expiration of the existing
agreement, could have a material

                                        10
<PAGE>

adverse impact on our revenues, operations or financial condition. In addition,
we cannot predict whether there will be any additional long-term adverse impact
on our business from the unionization of our pilots.

  TERRORIST ACTIVITY AND THE THREAT OF TERRORISM HAVE INCREASED OUR COSTS AND
  COULD INTERRUPT OR HARM OUR OPERATIONS IN THE FUTURE.

     After the terrorist attacks on September 11, 2001, the Federal Aviation
Administration, or FAA, suspended all U.S. domestic flights, including our
operations, for three days. The FAA also further limited air travel for a number
of weeks thereafter. Our flight hours were severely impacted by these
restrictions. In addition to these temporary disruptions, we continue to incur
ongoing costs resulting from these attacks that we believe will continue for the
foreseeable future. Examples of these costs include higher insurance premiums
relating to the risk of war and terrorism and additional costs in connection
with the implementation of heightened security measures. Any additional
terrorist threats or attacks could further harm our business, results of
operations and financial condition.

  OUR OPERATIONS ARE SUBJECT TO WEATHER-RELATED SEASONAL FLUCTUATIONS THAT COULD
  ADVERSELY IMPACT OUR REVENUES AND FINANCIAL CONDITION.

     Our operations may be impacted by weather-related or seasonal phenomena
that impact us, including poor weather conditions generally, tropical storm
season in the Gulf of Mexico and the limited hours of daylight in winter months.

     Poor visibility, high winds and heavy precipitation can affect the
operation of helicopters and result in a reduced number of flight hours. A
significant portion of our revenues is dependent on actual flight hours and a
substantial portion of our direct costs is fixed. Thus, prolonged periods of
adverse weather could materially and adversely affect our business, results of
operations and financial condition.

     In the Gulf of Mexico, the winter months of December, January and February
generally have more days of adverse weather conditions than the other months of
the year. In addition, June through November is tropical storm season in the
Gulf of Mexico. When a tropical storm is about to enter, or begins to develop
in, the Gulf of Mexico, flight activity may increase because of evacuations of
offshore workers. However, during tropical storms, we are unable to operate
offshore, with no flight activity possible until the storm leaves the Gulf of
Mexico.

     Fall and winter months have fewer hours of daylight. Consequently, flight
hours are generally lower at these times, which typically results in a reduction
in operating revenues during those months. We currently operate only 44
helicopters in our services to the oil and gas industry that are equipped to fly
pursuant to instrument flight rules, or IFR, which enable these aircraft, when
manned by IFR-rated pilots and co-pilots, to operate at times when poor
visibility prevents flights by aircraft that can fly only by visual flight
rules.

  HELICOPTER OPERATIONS INVOLVE RISK THAT MAY NOT BE COVERED BY OUR INSURANCE OR
  MAY INCREASE THE COST OF OUR INSURANCE.

     The operation of helicopters inherently involves a degree of risk. Hazards
such as aircraft accidents, collisions, fire and adverse weather and marine
conditions are part of the business of providing helicopter services and may
result in personal injury, loss of life, damage to property and equipment and
suspension or reduction of operations. We maintain hull and liability insurance
on our aircraft that insures us against physical loss of, or damage to, our
aircraft and against certain legal liabilities to others. We also carry aviation
liability and general liability coverage. In addition, we carry war risk,
expropriation, confiscation and nationalization insurance for our aircraft
involved in international operations. In some instances, we are covered by
indemnity agreements from our customers in lieu of, or in addition to, our own
insurance. Our aircraft are not insured against loss of use and we do not
maintain business interruption insurance. The loss of our liability insurance
coverage or the loss, expropriation or confiscation of, or severe damage to, a
material number of our helicopters could adversely affect our operations or
financial condition. Although we believe our existing insurance coverage is
adequate and consistent with industry standards, we cannot
                                        11
<PAGE>

assure you that we will be able to maintain adequate insurance coverage in the
future at commercially reasonable rates or that it will remain available to us.

  FAILURE TO MAINTAIN AN ACCEPTABLE SAFETY RECORD WOULD HAVE AN ADVERSE IMPACT
  ON OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS.

     Our customers consistently cite safety and reliability as primary concerns
in selecting a provider of air transportation services. If we fail to maintain
our safety and reliability record, our ability to attract new customers and
retain current customers would be adversely impacted.

  INCREASED GOVERNMENTAL REGULATION COULD INCREASE OUR COSTS OR REDUCE OUR
  ABILITY TO OPERATE SUCCESSFULLY.

     We are subject to government regulation by a number of different federal
and state agencies. Our flight operations are regulated and we are licensed by
the FAA. The FAA also has authority to exercise jurisdiction over many aspects
of our business, including personnel, aircraft and ground facilities. Aircraft
accidents are subject to the jurisdiction of the National Transportation Safety
Board, or NTSB. Standards relating to the workplace health and safety of our
employees are created and monitored through the Occupational Safety and Health
Act, or OSHA. We are also subject to the Communications Act of 1934 and the
jurisdiction of the Federal Communications Commission because we use radio
facilities in our operations. We are also subject to various federal and state
environmental laws and regulations.

     Under the Federal Aviation Act, it is unlawful to operate certain aircraft
for hire within the United States unless such aircraft are registered with the
FAA and the operator of such aircraft has been issued an operating certificate
by the FAA. As a general rule, aircraft may be registered under the Federal
Aviation Act only if the aircraft are owned or controlled by one or more
citizens of the United States and an operating certificate may be granted only
to a citizen of the United States. For the purpose of these requirements, a
corporation is deemed to be a citizen of the United States only if, among other
things, at least 75% of the voting interest therein is owned or controlled by
U.S. citizens. In the event that persons other than U.S. citizens should come to
own or control more than 25% of our outstanding voting interest, we have been
advised that our aircraft may be subject to deregistration under the Federal
Aviation Act and loss of the privilege of operating within the United States.

     Numerous other federal statutes and rules regulate our offshore operations
and those of our customers pursuant to which the federal government has the
ability to suspend, curtail or modify our offshore operations. A suspension or
substantial curtailment of offshore operations for any prolonged period would
have an immediate and materially adverse effect on our revenues and financial
condition. A substantial modification of our current offshore operations could
adversely affect the economics of such operations and result in reduced demand
for our helicopter services.

  MORE STRINGENT ENVIRONMENTAL REGULATION COULD INCREASE OUR COSTS AND
  ENVIRONMENTAL LIABILITIES COULD HARM OUR BUSINESS.

     We are subject to federal, state and local environmental laws and
regulations in the U.S. and foreign jurisdictions where we operate that impose
limitations on the discharge of pollutants into the environment and establish
standards for the treatment, storage, recycling, and disposal of toxic and
hazardous wastes. The nature of the business of operating and maintaining
helicopters requires that we use, store, and dispose of materials that are
subject to federal and state environmental regulation. We periodically conduct
environmental site surveys at our facilities, and determine whether there is a
need for environmental remediation based on these surveys. Although we maintain
reserves for potential environmental costs, these reserves may not be adequate
and liabilities associated with environmental matters could have a material
adverse impact on our profitability and financial condition.

  OUR FAILURE TO ATTRACT AND RETAIN QUALIFIED PERSONNEL COULD HAVE AN ADVERSE
  EFFECT ON US.

     Our ability to attract and retain qualified pilots, mechanics and other
highly trained personnel will be an important factor in determining our future
success. Many of our customers require pilots of aircraft that
                                        12
<PAGE>

service them to have inordinately high levels of flight experience. The market
for these experienced and highly trained personnel is competitive and will
become more competitive if oil and gas industry activity levels increase.
Accordingly, we cannot assure you that we will be successful in our efforts to
attract and retain such persons. Some of our pilots and mechanics and those of
our competitors are members of the U.S. military reserves and could be called to
active duty. If significant numbers of such persons are called to active duty,
it would reduce the supply of such workers and likely increase our labor costs.

  POTENTIAL FUTURE ACQUISITIONS AND EXPANSIONS OF OPERATIONS MAY ADVERSELY
  AFFECT OUR BUSINESS BY SUBSTANTIALLY INCREASING THE LEVEL OF OUR INDEBTEDNESS
  AND CONTINGENT LIABILITIES AND OUR RISK OF BEING UNABLE TO EFFECTIVELY
  INTEGRATE THESE NEW OPERATIONS.

     We may acquire assets that we believe will present opportunities to realize
synergies, expand our role in our industry and increase our market position.
Asset acquisitions may require substantial capital, and we may not be able to
raise the necessary funds on satisfactory terms or at all.

     We periodically engage in discussions with respect to potential acquisition
and investment opportunities. If we consummate any future acquisitions, our
capitalization and results of operations may change significantly and you will
not have the opportunity to evaluate the economic, financial and other relevant
information that we will consider in determining the application of these funds.
Any acquisition or investment could result in the incurrence of indebtedness and
contingent liabilities and an increase in interest expense, impairment charges
related to goodwill and amortization expenses related to other intangible
assets, which could have a material adverse effect upon our business, results of
operations and financial condition.

     Acquisitions and business expansions involve numerous risks, including
difficulties in the assimilation of the operations, technologies, services and
products of the acquired companies or business segments, inefficiencies and
difficulties that arise because of unfamiliarity with new assets and the
businesses associated with them and new geographic areas and the diversion of
management's attention from other business concerns. Management and other
personnel may be required to devote substantial time to integrate acquired
assets with existing operations, for instance, and these efforts may temporarily
distract their attention from day-to-day business and other business
opportunities. For all of these reasons, as acquisitions and expansions occur,
our business, results of operations and financial condition could be adversely
affected.

  OUR INTERNATIONAL OPERATIONS ARE SUBJECT TO POLITICAL, ECONOMIC AND OTHER
  UNCERTAINTIES.

     We currently provide helicopter services in Angola, Antarctica, Democratic
Republic of Congo and Taiwan. We operate approximately 21 aircraft in these
international markets, representing approximately 8% of our operating revenues
for the year ended December 31, 2001. Our international operations are subject
to a number of risks inherent in operating in foreign countries including, but
not limited to:

     - political, social and economic instability;

     - potential seizure or nationalization of assets;

     - increased operating costs;

     - modification or renegotiating of contracts;

     - import-export quotas;

     - currency fluctuations or devaluation; and

     - other forms of government regulation.

     Our international operations are susceptible to adverse events beyond our
control that could occur in foreign countries in which we conduct operations.
Our contracts to provide services internationally generally provide for payment
in U.S. dollars. However, to the extent we make investments in foreign assets or
currencies to fund our operations or receive revenues in currencies other than
U.S. dollars, our
                                        13
<PAGE>

revenues and assets associated with our international operations could be
adversely affected by fluctuations in the value of local currencies.

     Additionally, competitiveness in international market areas may be
adversely affected by regulations, including but not limited to regulations
requiring:

     - the awarding of contracts to local contractors;

     - the employment of local citizens; and

     - the establishment of foreign subsidiaries with significant ownership
       positions reserved by the foreign government for local citizens.

  OUR PRINCIPAL SHAREHOLDER CONTROLS THE OUTCOME OF SHAREHOLDER VOTING AND MAY
  EXERCISE HIS VOTING POWER IN A MANNER ADVERSE TO YOU.

     Al A. Gonsoulin, our Chairman of the Board, owns approximately 52% of the
voting power of our outstanding common stock. As long as he maintains this
voting control, he will have the ability to elect or replace all of our other
directors and management. Accordingly, he will have the ability to effectively
control our policies, management and affairs and the outcome of corporate
actions requiring shareholder approval. His interests may differ from the other
shareholders, the holders of the notes and other stakeholders of Petroleum
Helicopters.

  THE HELICOPTER SERVICES BUSINESS IS HIGHLY COMPETITIVE.

     The helicopter services industry is highly competitive in each of the
markets in which we operate. Many of our contracts are awarded following a
competitive bidding process. Factors that affect competition in our industry
include safety, price, reliability, availability and quality of service.

     We are a leading provider of helicopter services in the Gulf of Mexico to
oil and gas exploration and production companies. There are two major and
several small competitors operating in the Gulf market. In addition, many of our
customers and potential customers in the oil and gas industry operate their own
captive helicopter fleets, which impacts demand for and prices for our services.

     In the healthcare market, we compete against national firms, and there is
usually more than one competitor in each local market. Most of our healthcare
customers are independent hospitals who serve a particular city or region.
Competition in the air medical market continues to increase.

     Our technical services business competes regionally and nationally against
various small and large repair centers in the United States and Canada.
Competition has intensified with aggressive pricing and acquisition moves by
several service providers and original equipment manufacturers and their
subsidiaries.

     Our international business primarily serves customers in the oil and gas
industry, although it does service some government contracts. Most of our
international contracts are subject to competitive bidding, and our principal
competitors are generally the same companies that we compete with in the United
States.

  THE LOSS OF KEY PERSONNEL COULD ADVERSELY IMPACT OUR BUSINESS AND FINANCIAL
  CONDITION.

     Our future success is dependent on the quality of our key management
personnel, including Al A. Gonsoulin, our Chairman of the Board, and Lance F.
Bospflug, our Chief Executive Officer and President. The loss of Mr. Gonsoulin,
Mr. Bospflug or other key members of management could have an adverse effect on
our business. We do not maintain key employee insurance on any of our officers
or other employees. With the exception of Mr. Bospflug, none of our employees is
party to an employment agreement with us.

                                        14
<PAGE>

                               THE EXCHANGE OFFER

     For the purposes of this section, "we" means Petroleum Helicopters, Inc.
and the Subsidiary Guarantors.

REGISTRATION RIGHTS

     At the closing of the offering of the Series A notes, we entered into a
registration rights agreement with the initial purchasers pursuant to which we
agreed, for the benefit of the holders of the Series A notes, at our cost,

     - to file an exchange offer registration statement with the SEC with
       respect to the exchange offer for the Series B notes within 60 days after
       the date of the original issuance of the Series A notes,

     - to use our reasonable best efforts to cause the exchange offer
       registration statement to be declared effective under the Securities Act
       within 150 days after the date of original issuance of the Series A
       notes, and

     - to use our reasonable best efforts to complete the exchange offer within
       180 days after the date of original issuance of the Series A notes.

     For each Series A note surrendered to us pursuant to the exchange offer,
the holder of such Series A note will receive a Series B note having a principal
amount equal to that of the surrendered Series A note. Interest on each Series B
note will accrue from the last interest payment date on which interest was paid
on the Series A note surrendered in exchange therefor or, if no interest has
been paid on such Series A note, from the date of its original issue. The
registration rights agreement also provides an agreement to include in the
prospectus for the exchange offer certain information necessary to allow a
broker-dealer who holds Series A notes that were acquired for its own account as
a result of market-making activities or other ordinary course trading activities
(other than Series A notes acquired directly from us or one of our affiliates)
to exchange such Series A notes pursuant to the exchange offer and to satisfy
the prospectus delivery requirements in connection with resales of Series B
notes received by such broker-dealer in the exchange offer. We agreed to use our
reasonable best efforts to maintain the effectiveness of the exchange offer
registration statement for these purposes for a period of at least 180 days
after the exchange offer registration statement has become effective.

     The preceding agreement is needed because any broker-dealer who acquires
Series A notes for its own account as a result of market-making activities or
other trading activities is required to deliver a prospectus meeting the
requirements of the Securities Act. This prospectus covers the offer and sale of
the Series B notes pursuant to the exchange offer made hereby and the resale of
Series B notes received in the exchange offer by any broker-dealer who held
Series A notes of the same series acquired for its own account as a result of
market-making activities or other trading activities other than Series A notes
acquired directly from us or one of our affiliates.

     Each holder of the Series A notes (other than certain specified holders)
who wishes to exchange Series A notes for Series B notes in the exchange offer
will be required to make certain representations, including:

     - that it is not an affiliate of Petroleum Helicopters, Inc.,

     - that it is not engaged in, and does not intend to engage in, and has no
       arrangement or understanding with any person to participate in, a
       distribution of the Series B notes,

     - that it is acquiring the Series B notes in the exchange offer in its
       ordinary course of business,

                                        15
<PAGE>

     - if such Holder is not a broker-dealer, it is not engaged in, and does not
       intend to engage in, a distribution of Series B notes, and

     - if such Holder is a broker-dealer that will receive Series B notes for
       its own account in exchange for Notes that were acquired as a result of
       market-making or other trading activities, it will deliver a prospectus
       in connection with any resale of such Series B notes.

     We further agreed to file with the SEC a shelf registration statement to
register for public resale the Series B notes held by any such holder who
provides Petroleum Helicopters, Inc. with certain information for inclusion in
the shelf registration statement if:

     - the exchange offer is not permitted by applicable law or SEC policy,

     - for any reason, the exchange offer is not consummated within 180 days
       after the effective date,

     - the holder is prohibited by law or SEC policy from participating in the
       exchange offer, or

     - the Initial Purchasers request with respect to Notes that have the status
       of unsold allotments in an initial distribution.

     The registration rights agreement provides that:

          (1) if we fail to file an exchange offer registration statement with
     the SEC on or prior to the 60th day after the closing of the offering of
     the Series A notes,

          (2) if the exchange offer registration statement is not declared
     effective by the SEC on or prior to the 150th day after the closing of the
     offering of the Series A notes,

          (3) if the exchange offer is not consummated on or before the 180th
     day after the closing of the offering of the Series A notes, or

          (4) subject to certain conditions, if the exchange offer registration
     statement or the shelf registration statement, as the case may be, is
     declared effective but thereafter ceases to be effective or useable, for
     such time of non-effectiveness or non-usability (each, a "Registration
     Default"),

we agree to pay to each holder of affected Notes liquidated damages in an amount
equal to 0.25% per annum of principal amount of Series A notes while the
Registration Default continues for the first 90-day period immediately following
the occurrence of such Registration Default. The amount of the liquidated
damages shall increase by an additional 0.25% per annum of principal amount of
Series A notes with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of liquidated
damages of 1.0% per annum of principal amount of Series A notes. We shall not be
required to pay liquidated damages for more than one Registration Default at any
given time. Upon curing all Registration Defaults, liquidated damages will cease
to accrue.

     Holders of the notes will be required to make certain representations to us
(as described in the registration rights agreement) in order to participate in
the exchange offer and will be required to deliver information to be used in
connection with the shelf registration statement and to provide comments on the
shelf registration statement within the time periods set forth in the
registration rights agreement in order to have their notes included in the shelf
registration statement.

     If we effect the registered exchange offer, we will be entitled to close
the registered exchange offer 30 business days after the commencement thereof;
provided that the we have accepted all notes theretofore validly rendered in
accordance with the terms of the exchange offer and no brokers or dealers
continue to hold any notes.

     This summary of the material provisions of the registration rights
agreement does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all the provisions of the registration rights
agreement, a copy of which is filed as an exhibit to the registration statement
of which this prospectus is a part.

                                        16
<PAGE>

     Except as set forth above, after consummation of the exchange offer,
holders of Series A notes which are the subject of the exchange offer have no
registration or exchange rights under the registration rights agreement. See
"-- Consequences of Failure to Exchange," and "-- Resale of the Series B Notes;
Plan of Distribution."

CONSEQUENCES OF FAILURE TO EXCHANGE

     The Series A notes which are not exchanged for Series B notes pursuant to
the exchange offer and are not included in a resale prospectus which, if
required, will be filed as part of an amendment to the registration statement of
which this prospectus is a part, will remain restricted securities and subject
to restrictions on transfer. Accordingly, such Series A notes may only be resold

          (1) to us, upon redemption thereof or otherwise,

          (2) so long as the Series A notes are eligible for resale pursuant to
     Rule 144A, to a person whom 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 to whom notice is given that the resale, pledge or
     other transfer is being made in reliance on Rule 144A,

          (3) in an offshore transaction in accordance with Regulation S under
     the Securities Act,

          (4) pursuant to an exemption from registration in accordance with Rule
     144, if available, under the Securities Act,

          (5) in reliance on another exemption from the registration
     requirements of the Securities Act, or

          (6) pursuant to an effective registration statement under the
     Securities Act.

     In all of the situations discussed above, the resale must be in accordance
with any applicable securities laws of any state of the United States and
subject to certain requirements of the registrar or co-registrar being met,
including receipt by the registrar or co-registrar of a certification and, in
the case of (3), (4) and (5) above, an opinion of counsel reasonably acceptable
to us and the registrar.

     To the extent Series A notes are tendered and accepted in the exchange
offer, the principal amount of outstanding Series A notes will decrease with a
resulting decrease in the liquidity in the market therefor. Accordingly, the
liquidity of the market of the Series A notes could be adversely affected. See
"Risk Factors -- Consequences of Failure to Exchange."

TERMS OF THE EXCHANGE OFFER

     Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, a copy of which is attached to this prospectus
as Annex A, we will accept any and all Series A notes validly tendered and not
withdrawn prior to the Expiration Date. We will issue $1,000 principal amount of
Series B notes in exchange for each $1,000 principal amount of Series A notes
accepted in the exchange offer. Holders may tender some or all of their Series A
notes pursuant to the exchange offer. However, Series A notes may be tendered
only in integral multiples of $1,000 principal amount.

     The form and terms of the Series B notes are the same as the form and terms
of the Series A notes, except that

     - the Series B notes will have been registered under the Securities Act and
       will not bear legends restricting their transfer pursuant to the
       Securities Act, and

     - except as otherwise described above, holders of the Series B notes will
       not be entitled to the rights of holders of Series A notes under the
       registration rights agreement.

     The Series B notes will evidence the same debt as the Series A notes which
they replace, and will be issued under, and be entitled to the benefits of, the
indenture which governs all of the notes.

                                        17
<PAGE>

     Solely for reasons of administration and for no other purpose, we have
fixed the close of business on           , 2002 as the record date for the
exchange offer for purposes of determining the persons to whom this prospectus
and the letter of transmittal will be mailed initially. Only a registered holder
of Series A notes or such holder's legal representative or attorney-in-fact as
reflected on the records of the trustee under the indenture may participate in
the exchange offer. There will be no fixed record date for determining
registered holders of the Series A notes entitled to participate in the exchange
offer.

     Holders of the Series A notes do not have any appraisal or dissenters'
rights under Louisiana law or the indenture in connection with the exchange
offer. We intend to conduct the exchange offer in accordance with the applicable
requirements of the Exchange Act and the rules and regulations of the SEC
thereunder.

     We shall be deemed to have accepted validly tendered Series A notes when,
as and if we have given oral or written notice thereof to the exchange agent.
The exchange agent will act as agent for the tendering holders of the Series A
notes for the purposes of receiving the Series B notes. The Series B notes
delivered pursuant to the exchange offer will be issued on the earliest
practicable date following our acceptance for exchange of Series A notes.

     If any tendered Series A notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, certificates for any such unaccepted Series A notes will be returned,
without expense, to the tendering holder thereof as promptly as practicable
after the Expiration Date.

     Holders who tender Series A notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes with respect to the exchange of the
Series A notes pursuant to the exchange offer. We will pay all charges and
expenses, other than certain applicable taxes, in connection with the exchange
offer. See "-- Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

     The term "Expiration Date" with respect to the exchange offer, shall mean
5:00 p.m., New York City time, on           , 2002 unless we, in our sole
discretion, extend the exchange offer, in which case the term "Expiration Date"
shall mean the latest date and time to which the exchange offer is extended.

     In order to extend the exchange offer, we will notify the exchange agent of
any extension by oral or written notice and will make a public announcement
thereof, each prior to 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date of the exchange offer.

     We reserve the right, in our sole discretion,

     (1) to delay accepting any Series A notes,

     (2) to extend the exchange offer,

     (3) if any of the conditions set forth below under "-- Conditions to the
Exchange Offer" have not been satisfied, to terminate the exchange offer, or

     (4) to amend the terms of the exchange offer in any manner.

     We may effect any such delay, extension or termination by giving oral or
written notice thereof to the exchange agent.

     Except as specified in the second paragraph under this heading, any such
delay in acceptance, extension, termination or amendment will be followed as
promptly as practicable by a public announcement thereof. If the exchange offer
is amended in a manner determined by us to constitute a material change, we will
promptly disclose such amendment by means of a prospectus supplement that will
be distributed to the registered holders of the Series A notes. The exchange
offer will then be extended for a period of five to 10 business days, as
required by law, depending upon the significance of the amendment and the manner
of disclosure to the registered holders, if the exchange offer would otherwise
expire during such five to 10 business day period.
                                        18
<PAGE>

     Without limiting the manner in which we may choose to make a public
announcement of any delay, extension, termination or amendment of the exchange
offer, we shall not have an obligation to publish, advertise, or otherwise
communicate any such public announcement, other than by making a timely release
thereof to the Dow Jones News Service.

PROCEDURES FOR TENDERING SERIES A NOTES

  TENDERS OF SERIES A NOTES

     The tender by a holder of Series A notes pursuant to any of the procedures
set forth below will constitute the tendering holder's acceptance of the terms
and conditions of the exchange offer. Our acceptance for exchange of Series A
notes tendered pursuant to any of the procedures described below will constitute
a binding agreement between such tendering holder and us in accordance with the
terms and subject to the conditions of the exchange offer. Only holders are
authorized to tender their Series A notes. The procedures by which Series A
notes may be tendered by beneficial owners that are not holders will depend upon
the manner in which the Series A notes are held.

     DTC has authorized DTC participants that are beneficial owners of Series A
notes through DTC to tender their Series A notes as if they were holders. To
effect a tender, DTC participants should either (1) complete and sign the letter
of transmittal or a facsimile thereof, have the signature thereon guaranteed if
required by Instruction 1 of the letter of transmittal, and mail or deliver the
letter of transmittal or such facsimile pursuant to the procedures for
book-entry transfer set forth below under "-- Book-Entry Delivery Procedures,"
or (2) transmit their acceptance to DTC through the DTC Automated Tender Offer
Program ("ATOP"), for which the transaction will be eligible, and follow the
procedures for book-entry transfer, set forth below under "-- Book-Entry
Delivery Procedures."

  TENDER OF SERIES A NOTES HELD IN PHYSICAL FORM

     To tender effectively Series A notes held in physical form pursuant to the
exchange offer,

     - a properly completed letter of transmittal applicable to such notes (or a
       facsimile thereof) duly executed by the holder thereof, and any other
       documents required by the letter of transmittal, must be received by the
       exchange agent at one of its addresses set forth below, and tendered
       Series A notes must be received by the exchange agent at such address (or
       delivery effected through the deposit of Series A notes into the exchange
       agent's account with DTC and making book-entry delivery as set forth
       below) on or prior to the Expiration Date of the exchange offer, or

     - the tendering holder must comply with the guaranteed delivery procedures
       set forth below.

LETTERS OF TRANSMITTAL OR SERIES A NOTES SHOULD BE SENT ONLY TO THE EXCHANGE
AGENT AND SHOULD NOT BE SENT TO US.

  TENDER OF SERIES A NOTES HELD THROUGH A CUSTODIAN

     To tender effectively Series A notes that are held of record by a custodian
bank, depository, broker, trust company or other nominee, the beneficial owner
thereof must instruct such holder to tender the Series A notes on the beneficial
owner's behalf. A letter of instructions from the record owner to the beneficial
owner may be included in the materials provided along with this prospectus which
may be used by the beneficial owner in this process to instruct the registered
holder of such owner's Series A notes to effect the tender.

  TENDER OF SERIES A NOTES HELD THROUGH DTC

     To tender effectively Series A notes that are held through DTC, DTC
participants should either

     - properly complete and duly execute the letter of transmittal (or a
       facsimile thereof), and any other documents required by the letter of
       transmittal, and mail or deliver the letter of transmittal or such
       facsimile pursuant to the procedures for book-entry transfer set forth
       below, or

                                        19
<PAGE>

     - transmit their acceptance through ATOP, for which the transaction will be
       eligible, and DTC will then edit and verify the acceptance and send an
       Agent's Message to the exchange agent for its acceptance.

     Delivery of tendering Series A notes held through DTC must be made to the
exchange agent pursuant to the book-entry delivery procedures set forth below or
the tendering DTC participant must comply with the guaranteed delivery
procedures set forth below.

     The method of delivery of Series A notes and letters of transmittal, any
required signature guarantees and all other required documents, including
delivery through DTC and any acceptance or Agent's Message transmitted through
ATOP, is at the election and risk of the person tendering Series A notes and
delivering letters of transmittal. Except as otherwise provided in the letter of
transmittal, delivery will be deemed made only when actually received by the
exchange agent. If delivery is by mail, it is suggested that the holder use
properly insured, registered mail with return receipt requested, and that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the exchange agent prior to such date.

     Except as provided below, unless the Series A notes being tendered are
deposited with the exchange agent on or prior to the Expiration Date
(accompanied by a properly completed and duly executed letter of transmittal or
a properly transmitted Agent's Message), we may, at our option, reject such
tender. Exchange of Series B notes for Series A notes will be made only against
deposit of the tendered Series A notes and delivery of all other required
documents.

  BOOK-ENTRY DELIVERY PROCEDURES

     The exchange agent will establish accounts with respect to the Series A
notes at DTC for purposes of the exchange offer within two business days after
the date of this prospectus, and any financial institution that is a participant
in DTC may make book-entry delivery of the Series A notes by causing DTC to
transfer such Series A notes into the exchange agent's account in accordance
with DTC's procedures for such transfer. However, although delivery of Series A
notes may be effected through book-entry at DTC, the letter of transmittal (or
facsimile thereof), with any required signature guarantees or an Agent's Message
in connection with a book-entry transfer, and any other required documents,
must, in any case, be transmitted to and received by the exchange agent at one
or more of its addresses set forth in this prospectus on or prior to the
Expiration Date, or compliance must be made with the guaranteed delivery
procedures described below. Delivery of documents to DTC does not constitute
delivery to the exchange agent. The confirmation of a book-entry transfer into
the exchange agent's account at DTC as described above is referred to herein as
a "Book-Entry Confirmation."

     The term "Agent's Message" means a message transmitted by DTC to, and
received by, the exchange agent and forming a part of the Book-Entry
Confirmation, which states that DTC has received an express acknowledgment from
each participant in DTC tendering the Series A notes and that such participant
has received the letter of transmittal and agrees to be bound by the terms of
the letter of transmittal and we may enforce such agreement against such
participant.

  SIGNATURE GUARANTEES

     Signatures on all letters of transmittal must be guaranteed by a recognized
member of the Medallion Signature Guarantee Program or by any other "eligible
guarantor institution," as such term is defined in Rule 17Ad-15 promulgated
under the Exchange Act (each of the foregoing, an "Eligible Institution"),
unless the Series A notes tendered thereby are tendered (1) by a registered
holder of Series A notes (or by a participant in DTC whose name appears on a DTC
security position listing as the owner of such Series A notes) who has not
completed either the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on the letter of transmittal, or (2) for the account of
an Eligible Institution. See Instruction 1 of the letters of transmittal. If the
Series A notes are registered in the name of a person other than the signer of
the letter of transmittal or if Series A notes not accepted for exchange or not
tendered are to be returned to a person other than the registered holder, then
the signatures on the letter

                                        20
<PAGE>

of transmittal accompanying the tendered Series A notes must be guaranteed by an
Eligible Institution as described above. See Instructions 1 and 5 of the letter
of transmittal.

  GUARANTEED DELIVERY

     If a holder desires to tender Series A notes pursuant to the exchange offer
and time will not permit the letter of transmittal, certificates representing
such Series A notes and all other required documents to reach the exchange
agent, or the procedures for book-entry transfer cannot be completed, on or
prior to the Expiration Date of the exchange offer, such Series A notes may
nevertheless be tendered if all the following conditions are satisfied:

          (1) the tender is made by or through an Eligible Institution;

          (2) a properly completed and duly executed Notice of Guaranteed
     Delivery, substantially in the form provided by us herewith, or an Agent's
     Message with respect to guaranteed delivery that is accepted by us, is
     received by the exchange agent on or prior to the Expiration Date, as
     provided below; and

          (3) the certificates for the tendered Series A notes, in proper form
     for transfer (or a Book-Entry Confirmation of the transfer of such Series A
     notes into the exchange agent's account at DTC as described above),
     together with the letter of transmittal (or facsimile thereof), property
     completed and duly executed, with any required signature guarantees and any
     other documents required by the letter of transmittal or a properly
     transmitted Agent's Message, are received by the exchange agent within two
     business days after the date of execution of the Notice of Guaranteed
     Delivery.

     The Notice of Guaranteed Delivery may be sent by hand delivery, telegram,
facsimile transmission or mail to the exchange agent and must include a
guarantee by an Eligible Institution in the form set forth in the Notice of
Guaranteed Delivery.

     Notwithstanding any other provision hereof, delivery of Series B notes by
the exchange agent for Series A notes tendered and accepted for exchange
pursuant to the exchange offer will, in all cases, be made only after timely
receipt by the exchange agent of such Series A notes (or Book-Entry Confirmation
of the transfer of such Series A notes into the exchange agent's account at DTC
as described above), and the letter of transmittal (or facsimile thereof) with
respect to such Series A notes, properly completed and duly executed, with any
required signature guarantees and any other documents required by the letter of
transmittal, or a properly transmitted Agent's Message.

 DETERMINATION OF VALIDITY

     All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Series A notes will be
determined by us in our sole discretion, which determination will be final and
binding. We reserve the absolute right to reject any and all Series A notes not
properly tendered or any Series A notes our acceptance of which, in the opinion
of our counsel, would be unlawful.

     We also reserve the right to waive any defects, irregularities or
conditions of tender as to particular Series A notes. The interpretation of the
terms and conditions of our exchange offer (including the instructions in the
letter of transmittal) by us will be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Series A
notes must be cured within such time as we shall determine.

     Although we intend to notify holders of defects or irregularities with
respect to tenders of Series A notes through the exchange agent, neither we, the
exchange agent nor any other person is under any duty to give such notice, nor
shall they incur any liability for failure to give such notification. Tenders of
Series A notes will not be deemed to have been made until such defects or
irregularities have been cured or waived.

     Any Series A notes received by the exchange agent that are not validly
tendered and as to which the defects or irregularities have not been cured or
waived, or if Series A notes are submitted in a principal

                                        21
<PAGE>

amount greater than the principal amount of Series A notes being tendered by
such tendering holder, such unaccepted or non-exchanged Series A notes will
either be

          (1) returned by the exchange agent to the tendering holders, or

          (2) in the case of Series A notes tendered by book-entry transfer into
     the exchange agent's account at the Book-Entry Transfer Facility pursuant
     to the book-entry transfer procedures described below, credited to an
     account maintained with such Book-Entry Transfer Facility.

     By tendering, each registered holder will represent to us that, among other
things,

     - the Series B notes to be acquired by the holder and any beneficial
       owner(s) of the Series A notes in connection with the exchange offer are
       being acquired by the holder and any beneficial owner(s) in the ordinary
       course of business of the holder and any beneficial owner(s),

     - the holder and each beneficial owner are not participating, do not intend
       to participate, and have no arrangement or understanding with any person
       to participate, in a distribution of the Series B notes,

     - the holder and each beneficial owner acknowledge and agree that (x) any
       person participating in the exchange offer for the purpose of
       distributing the Series B notes must comply with the registration and
       prospectus delivery requirements of the Securities Act in connection with
       a secondary resale transaction with respect to the Series B notes
       acquired by such person and cannot rely on the position of the Staff of
       the SEC set forth in no-action letters that are discussed herein under
       "-- Resale of the Series B Notes; Plan of Distribution," and (y) any
       broker-dealer that receives Series B notes for its own account in
       exchange for Series A notes pursuant to the exchange offer must delivery
       a prospectus in connection with any resale of such Series B notes, but by
       so acknowledging, the holder shall not be deemed to admit that, by
       delivering a prospectus, it is an "underwriter" within the meaning of the
       Securities Act,

     - neither the holder nor any beneficial owner is an "affiliate," as defined
       under Rule 405 of the Securities Act, of ours except as otherwise
       disclosed to us in writing, and

     - the holder and each beneficial owner understands, that a secondary resale
       transaction described in clause (3) above should be covered by an
       effective registration statement containing the selling securityholder
       information required by Item 507 of Regulation S-K of the SEC.

     Each broker-dealer that receives Series B notes for its own account in
exchange for Series A notes, where such Series A notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Series B notes. See "-- Resale of the Series B Notes;
Plan of Distribution."

WITHDRAWAL OF TENDERS

     Except as otherwise provided herein, tenders of Series A notes pursuant to
the exchange offer may be withdrawn, unless accepted for exchange as provided in
the exchange offer, at any time prior to the Expiration Date of the exchange
offer.

     To be effective, a written or facsimile transmission notice of withdrawal
must be received by the exchange agent at its address set forth herein prior to
the Expiration Date of the exchange offer. Any such notice of withdrawal must

     - specify the name of the person having deposited the Series A notes to be
       withdrawn,

     - identify the Series A notes to be withdrawn, including the certificate
       number or numbers of the particular certificates evidencing the Series A
       notes (unless such Series A notes were tendered by book-entry transfer),
       and aggregate principal amount of such Series A notes, and

     - be signed by the holder in the same manner as the original signature on
       the letter of transmittal (including any required signature guarantees)
       or be accompanied by documents of transfer

                                        22
<PAGE>

sufficient to have the trustee under the indenture register the transfer of the
Series A notes into the name of the person withdrawing such Series A notes.

     If Series A notes have been delivered pursuant to the procedures for
book-entry transfer set forth in "-- Procedures for Tendering Series A
Notes -- Book-Entry delivery procedures," any notice of withdrawal must specify
the name and number of the account at the appropriate book-entry transfer
facility to be credited with such withdrawn Series A notes and must otherwise
comply with such book-entry transfer facility's procedures.

     If the Series A notes to be withdrawn have been delivered or otherwise
identified to the exchange agent, a signed notice of withdrawal meeting the
requirements discussed above is effective immediately upon written or facsimile
notice of withdrawal even if physical release is not yet effected. A withdrawal
of Series A notes can only be accomplished in accordance with these procedures.

     All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by us in our sole discretion, which
determination shall be final and binding on all parties. No withdrawal of Series
A notes will be deemed to have been properly made until all defects or
irregularities have been cured or expressly waived. Neither we, the exchange
agent nor any other person will be under any duty to give notification of any
defects or irregularities in any notice of withdrawal or revocation, nor shall
we or they incur any liability for failure to give any such notification. Any
Series A notes so withdrawn will be deemed not to have been validly tendered for
purposes of the exchange offer and no Series B notes will be issued with respect
thereto unless the Series A notes so withdrawn are retendered. Properly
withdrawn Series A notes may be retendered by following one of the procedures
described above under "-- Procedures for Tendering Series A Notes" at any time
prior to the Expiration Date of the exchange offer.

     Any Series A notes which have been tendered but which are not accepted for
exchange due to the rejection of the tender due to uncured defects or the prior
termination of the exchange offer, or which have been validly withdrawn, will be
returned to the holder thereof unless otherwise provided in the letter of
transmittal, as soon as practicable following the Expiration Date of the
exchange offer or, if so requested in the notice of withdrawal, promptly after
receipt by us of notice of withdrawal without cost to such holder.

CONDITIONS TO THE EXCHANGE OFFER

     The exchange offer shall not be subject to any conditions, other than that

          (1) the SEC has issued an order or orders declaring the indenture
     governing the notes qualified under the Trust Indenture Act of 1939,

          (2) the exchange offer, or the making of any exchange by a holder,
     does not violate applicable law or any applicable interpretation of the
     staff of the SEC,

          (3) no action or proceeding shall have been instituted or threatened
     in any court or by or before any governmental agency with respect to the
     exchange offer, which, in our judgment, might impair our ability to proceed
     with the exchange offer,

          (4) there shall not have been adopted or enacted any law, statute,
     rule or regulation which, in our judgment, would materially impair our
     ability to proceed with the exchange offer, or

          (5) there shall not have occurred any material change in the financial
     markets in the United States or any outbreak of hostilities or escalation
     thereof or other calamity or crisis the effect of which on the financial
     markets of the United States, in our judgment, would materially impair our
     ability to proceed with the exchange offer.

                                        23
<PAGE>

     If we determine in our sole discretion that any of the conditions to the
exchange offer are not satisfied, we may

          (1) refuse to accept any Series A notes and return all tendered Series
     A notes to the tendering holders,

          (2) extend the exchange offer and retain all Series A notes tendered
     prior to the Expiration Date applicable to the exchange offer, subject,
     however, to the rights of holders to withdraw such Series A notes (see
     "-- Withdrawal of Tenders"), or

          (3) waive such unsatisfied conditions with respect to the exchange
     offer and accept all validly tendered Series A notes which have not been
     withdrawn.

     If such waiver constitutes a material change to the exchange offer, we will
promptly disclose such waiver by means of a prospectus supplement that will be
distributed to the registered holders, and will extend the exchange offer for a
period of five to 10 business days, depending upon the significance of the
waiver and the manner of disclosure to the registered holders, if the exchange
offer would otherwise expire during such five to 10 business day period.

EXCHANGE AGENT

     The Bank of New York, the trustee under the indenture governing the notes,
has been appointed as exchange agent for the exchange offer. Questions and
requests for assistance, requests for additional copies of this prospectus or of
the letter of transmittal and requests for Notices of Guaranteed Delivery and
other documents should be directed to the exchange agent addressed as follows:

        By Mail:

        The Bank of New York
        15 Broad Street
        16th Floor
        New York, NY 10007

        Attention: Reorganization Unit

        By Facsimile:

        (212)
        Attention: Reorganization Unit

        Confirm by Telephone:

        (212)
        Attention: Reorganization Unit

        By Hand:

        The Bank of New York
        15 Broad Street
        16th Floor
        New York, NY 10007

        Attention: Reorganization Unit

FEES AND EXPENSES

     We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, additional solicitation may be made by
telegraph, telecopy, telephone or in person by officers and regular employees of
Petroleum Helicopters, Inc. and our affiliates.

     No dealer-manager has been retained in connection with the exchange offer
and no payments will be made to brokers, dealers or others soliciting acceptance
of the exchange offer. However, reasonable and

                                        24
<PAGE>

customary fees will be paid to the exchange agent for its services and it will
be reimbursed for its reasonable out-of-pocket expenses in connection therewith.

     Our out of pocket expenses for the exchange offer will include fees and
expenses of the exchange agent and the trustee under the indenture, accounting
and legal fees and printing costs, among others.

     We will pay all transfer taxes, if any, applicable to the exchange of the
Series A notes pursuant to the exchange offer. If, however, a transfer tax is
imposed for any reason other than the exchange of the Series A notes pursuant to
the exchange offer, then the amount of any such transfer taxes (whether imposed
on the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted with the letter of transmittal, the amount of such transfer
taxes will be billed directly to such tendering holder.

ACCOUNTING TREATMENT

     The Series B notes will be recorded at the carrying value of the Series A
notes and no gain or loss for accounting purposes will be recognized. The
expenses of the exchange offer will be amortized over the term of the Series B
notes.

RESALE OF THE SERIES B NOTES; PLAN OF DISTRIBUTION

     Each broker-dealer that receives Series B notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of Series B notes. This prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Series B notes received in exchange
for Series A notes where such Series A notes were acquired as a result of
market-making activities or other trading activities. In addition, until
       , 2002 (90 days after the date of this prospectus), all dealers effecting
transactions in the Series B notes, whether or not participating in this
distribution, may be required to deliver a prospectus. This requirement is in
addition to the obligation of dealers to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

     We will not receive any proceeds from any sale of Series B notes by
broker-dealers. Series B notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions

          (1) in the over-the-counter market,

          (2) in negotiated transactions,

          (3) through the writing of options on the Series B notes or a
     combination of such methods of resale,

          (4) at market prices prevailing at the time of resale,

          (5) at prices related to such prevailing market prices, or

          (6) at negotiated prices.

     Any such resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Series B
notes.

     Any broker-dealer that resells Series B notes that were received by it for
its own account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such Series B notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of Series B notes and any commission on concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The letter of transmittal states that, by acknowledging that it will
deliver a prospectus and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

                                        25
<PAGE>

     We agreed to permit the use of this prospectus by such broker-dealers to
satisfy this prospectus delivery requirement. To the extent necessary to ensure
that the prospectus is available for sales of Series B notes by broker-dealers,
we agreed to use our best efforts to keep the exchange offer registration
statement continuously effective, supplemented, amended and current for a period
of at least 180 business days from the closing of the offering of the Series A
notes or such shorter period as will terminate when all Series B notes covered
by such registration statement have been sold. We will provide sufficient copies
of the latest version of this prospectus to such broker-dealers no event later
than one day after such request at any time during this period.

                                USE OF PROCEEDS

     The exchange offer is intended to satisfy our obligations under the
registration rights agreement. We will not receive any cash proceeds from the
issuance of the Series B notes offered by this prospectus. In consideration for
issuing the Series B notes as contemplated in this prospectus, we will receive
in exchange Series A notes in like principal amount, the form and terms of which
are the same as the form and terms of the Series B notes, except as otherwise
described herein under "The Exchange Offer -- Terms of the Exchange Offer." The
Series A notes surrendered in exchange for the Series B notes will be retired
and canceled and cannot be reissued. Accordingly, issuance of the Series B notes
will not result in any increase in our indebtedness.

                                        26
<PAGE>

                      SELECTED CONSOLIDATED FINANCIAL DATA

     The following selected consolidated financial data should be read in
conjunction with our historical consolidated financial statements and related
notes and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this prospectus.

     The selected consolidated financial data as of and for each of the years
ended April 30, 1997 through 1999, as of and for the eight months ended December
31, 1999 and the years ended December 31, 2000 and 2001 have been derived from
our audited consolidated financial statements. The consolidated statement of
operations data for the twelve months ended December 31, 1999 are unaudited and
shown for comparison purposes only. Historical results are not necessarily
indicative of the results to be expected in the future.

<Table>
<Caption>
                                                                 EIGHT MONTHS   TWELVE MONTHS
                                     YEAR ENDED APRIL 30,           ENDED           ENDED       YEAR ENDED DECEMBER 31,
                                ------------------------------   DECEMBER 31,   DECEMBER 31,    ------------------------
                                  1997       1998       1999         1999          1999(1)         2000          2001
                                --------   --------   --------   ------------   -------------   ----------    ----------
                                                             (IN THOUSANDS, EXCEPT RATIOS)
<S>                             <C>        <C>        <C>        <C>            <C>             <C>           <C>
STATEMENT OF OPERATIONS DATA:
Operating revenues............  $211,663   $236,582   $247,339     $146,380       $223,112       $232,074      $277,052
Gain on disposition of
  property and equipment......     1,285      3,313      3,583        6,595          8,743          3,963         1,351
Other.........................        --     (1,291)        --           --             --             --         1,461
                                --------   --------   --------     --------       --------       --------      --------
                                 212,948    238,604    250,922      152,975        231,855        236,037       279,864
                                --------   --------   --------     --------       --------       --------      --------
Expenses:
  Direct expenses.............   184,456    203,421    214,516      139,902        209,769        225,567(2)    238,153
  Selling, general and
    administrative............    12,778     17,798     18,017       12,359         18,461         18,165        18,029
  Equity in net (gain) or loss
    of unconsolidated
    subsidiaries..............       560       (242)        40          686            812            716            --
  Special charges.............        --         --      7,298           --          4,846          3,571            --
Interest expense..............     4,297      5,118      6,017        3,978          5,889          5,813         6,190
                                --------   --------   --------     --------       --------       --------      --------
                                 202,091    226,095    245,888      156,925        239,777        253,832       262,372
                                --------   --------   --------     --------       --------       --------      --------
  Earnings (loss) before
    income taxes..............    10,857     12,509      5,034       (3,950)        (7,922)       (17,795)       17,492
Income taxes..................     4,387      5,092      2,046       (1,251)        (2,903)        (5,501)        6,472
                                --------   --------   --------     --------       --------       --------      --------
  Net earnings (loss).........  $  6,470   $  7,417   $  2,988     $ (2,699)      $ (5,019)      $(12,294)     $ 11,020
                                ========   ========   ========     ========       ========       ========      ========
OTHER FINANCIAL DATA AND
  RATIOS:
EBITDA(3)(5)..................  $ 25,131   $ 30,161   $ 34,542     $  9,683       $ 18,097       $  5,302      $ 38,764
EBITDAR(4)(5).................    39,189     47,077     51,128       19,968         33,701         23,623        58,735
Capital expenditures..........    40,835     25,475     42,271       10,047         22,265         28,179        29,502
Gross proceeds from asset
  dispositions................     6,583     13,982     19,881       16,254         24,473         24,142        24,304
Cash flows from operating
  activities..................  $  8,489   $ 10,508   $ 16,495     $ (3,815)      $  4,994       $  9,351      $ 18,680
Cash flows from investing
  activities..................   (32,274)   (20,223)   (22,814)       5,627          1,565         (5,011)       (4,848)
Cash flows from financing
  activities..................    24,323     10,031      6,591       (3,174)        (5,101)        (5,140)       (9,260)
Ratio of earnings to fixed
  charges(6)..................       2.2x       2.1x       1.4x         0.6x           0.4x          (0.3)x         2.3x
Pro forma ratio of earnings to
  fixed charges(7)............                                                                                      1.5x
</Table>

                                        27
<PAGE>

<Table>
<Caption>
                                                                 EIGHT MONTHS   TWELVE MONTHS
                                     YEAR ENDED APRIL 30,           ENDED           ENDED       YEAR ENDED DECEMBER 31,
                                ------------------------------   DECEMBER 31,   DECEMBER 31,    ------------------------
                                  1997       1998       1999         1999          1999(1)         2000          2001
                                --------   --------   --------   ------------   -------------   ----------    ----------
                                                                     (IN THOUSANDS)
<S>                             <C>        <C>        <C>        <C>            <C>             <C>           <C>
BALANCE SHEET DATA:
Current assets................  $ 71,958   $ 88,517   $ 85,188     $ 86,324       $ 86,324       $ 87,891      $ 92,626
Working capital...............    41,247     47,971     51,030       54,699         54,699         41,547        46,987
Property and equipment, net...   121,827    135,119    144,560      135,047        135,047        131,856       122,168
Total assets..................   196,631    227,021    231,575      223,056        223,056        222,755       225,645
Total debt, including current
  portion.....................    62,460     72,619     80,296       77,640         77,640         74,819        66,616
Shareholders' equity..........    87,416     94,705     96,581       93,623         93,623         81,622        91,872
</Table>

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

(1) Information for the twelve months ended December 31, 1999 is derived from
    our unaudited financial information and presented for comparison purposes
    only. Effective December 31, 1999, we changed our fiscal year-end from April
    30 to December 31.

(2) Includes a $4.3 million write-down of inventory.

(3) EBITDA is defined as income from continuing operations before depreciation
    and amortization, interest expense and income taxes and is calculated before
    special charges. Management believes that EBITDA is commonly used as an
    analytical indicator within our industry and also serves as a measure of
    leverage capacity and debt service ability. EBITDA should not be considered
    a measure of financial performance under generally accepted accounting
    principles, and the items excluded from EBITDA are significant components in
    understanding and assessing financial performance. EBITDA should not be
    considered in isolation or as an alternative to net income, cash flows
    generated by operating, investing or financing activities or other financial
    statement data presented in the consolidated financial statements or as an
    indicator of financial performance or liquidity. Because EBITDA is not a
    measurement determined in accordance with generally accepted accounting
    principles and is thus susceptible to varying calculations, EBITDA as
    presented may not be comparable to other similarly titled measures of other
    companies.

(4) EBITDAR is defined as EBITDA before rent expense.

(5) The following table sets forth how EBITDA and EBITDAR were determined for
    the periods presented:

<Table>
<Caption>
                                                            EIGHT MONTHS   TWELVE MONTHS       YEAR ENDED
                                 YEAR ENDED APRIL 30,          ENDED           ENDED          DECEMBER 31,
                              ---------------------------   DECEMBER 31,   DECEMBER 31,    ------------------
                               1997      1998      1999         1999           1999          2000      2001
                              -------   -------   -------   ------------   -------------   --------   -------
                                                              (IN THOUSANDS)
<S>                           <C>       <C>       <C>       <C>            <C>             <C>        <C>
Net earnings (loss).........  $ 6,470   $ 7,417   $ 2,988     $(2,699)        $(5,019)     $(12,294)  $11,020
Depreciation and
  amortization..............    9,977    12,534    16,193       9,655          15,284        13,713    15,082
Special charges.............       --        --     7,298          --           4,846         3,571        --
Interest expense............    4,297     5,118     6,017       3,978           5,889         5,813     6,190
Income taxes................    4,387     5,092     2,046      (1,251)         (2,903)       (5,501)    6,472
EBITDA......................   25,131    30,161    34,542       9,683          18,097         5,302    38,764
Rent expense................   14,058    16,916    16,586      10,285          15,604        18,321    19,971
EBITDAR.....................   39,189    47,077    51,128      19,968          33,701        23,623    58,735
</Table>

(6) Fixed charges are defined as the sum of interest and the estimated interest
    component of our rent expense. For this calculation, fixed charges are added
    back to net earnings before income taxes and equity in net gains or losses
    of unconsolidated subsidiaries. For the eight months and twelve months ended
    December 31, 1999 and the year ended December 31, 2000, earnings were
    inadequate to cover fixed charges by $3.3 million, $7.1 million and $17.1
    million, respectively.

(7) Pro forma 2001 ratio of earnings to fixed charges gives effect to the
    offering of Series A notes and the application of net proceeds to (A)
    acquire all of the 102 aircraft we currently lease and (B) repay all
    outstanding amounts under our bank credit facilities as if these
    transactions occurred as of January 1, 2001.

                                        28
<PAGE>

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with our
consolidated financial statements, related notes and other financial information
appearing elsewhere in this prospectus. In addition, please read "Risk Factors"
and "Forward-looking Statements."

OVERVIEW

     Petroleum Helicopters, Inc., founded in 1949, is one of the world's largest
and most experienced providers of commercial helicopter services. We are a
leading provider of safe and reliable helicopter transportation services to the
oil and gas industry in the Gulf of Mexico, where we operate approximately 175
aircraft. We also provide helicopter services to energy companies operating
offshore California, West Africa and Southeast Asia. In addition, we provide
helicopter and support services to the healthcare industry and helicopter repair
and refurbishment services. We operate in four business segments, which we refer
to as:

     - Domestic Oil and Gas;

     - International;

     - Aeromedical; and

     - Technical Services.

     See "Business -- Description of Operations" for a description of these
segments.

     Beginning in 2001, we implemented a number of measures to improve our
profitability and cost efficiency. In early 2001, we began to implement a
market-based rate structure that resulted in a substantial increase in our
flight rates for our Gulf of Mexico operations. In addition, in 2001 we reduced
our workforce by approximately 161 employees, and in 2002, we continued to
reduce our workforce and also implemented an early retirement program. In 2001,
we also divested or ceased certain non-core or unprofitable operations. We
ceased our operations in Brazil and Mexico and sold our interest in operations
in Kazakhstan. In 2001, we also sold or terminated leases on 40 aircraft that we
considered obsolete or non-core or that were related to our discontinued
operations and we closed our former executive offices in Metairie, Louisiana. As
a result of such measures, we increased our net earnings to $11.0 million in
2001 from a net loss in the prior year.

     During 2001, we changed the strategic focus of our Technical Services
business from providing maintenance and overhaul services to all available
customers to only those customers that are currently serviced by our helicopter
operations. We implemented this change to allow our Technical Services segment
to focus on servicing our aircraft and components. We also plan to fulfill our
obligation to provide maintenance to certain military aircraft in 2002.

     During 2001, we commenced a review and conversion of our accounting,
inventory and other systems and processes. We expect to spend approximately $2.2
million in 2002 related to this conversion process.

     We recorded $1.3 million in 2001 for discretionary incentive compensation
to be paid to our non-executive employees. Future incentive compensation
expenses are dependent upon our achieving desired profit levels. We also reduced
our environmental provision by $1.2 million that primarily relates to one site.
Remediation costs at that site are estimated to be less than originally
estimated.

     Effective June 1, 2001, we entered into a three-year collective bargaining
agreement covering our U.S. pilots. This agreement will result in compensation
increases of 5% for the pilots in each of the succeeding three years.

     We continue to review our cost structure, certain business segments, and
certain contracts and customer rates. We terminated an aeromedical contract in
late 2001 and reduced certain Technical

                                        29
<PAGE>

Services activities as a result of these reviews. Management expects to take
actions to implement cost reductions or achieve increased profitability related
to certain areas as this review process continues.

     We recognize revenues related to aviation transportation services after the
services are performed or the contractual obligations are met. Aircraft
maintenance service revenues are generally recognized at the time the repair or
service work is completed. Revenues related to emergency flights generated by
our subsidiary, Air Evac, are recorded net of contractual allowances under
agreements with third-party payors when the services are provided.

     Effective December 31, 1999, we changed our fiscal year-end to December 31.
The consolidated statements of operations, shareholders' equity, comprehensive
income (loss) and cash flows for the period from May 1, 1999 to December 31,
1999 represent a transition period of eight months, which is referred to as the
eight months ended December 31, 1999.

RESULTS OF OPERATIONS

     The following tables present segment operating revenues and segment
operating profit before tax, along with certain non-financial operating
statistics, for the twelve months ended December 31, 1999 and the years ended
December 31, 2000 and 2001:

<Table>
<Caption>
                                                    TWELVE MONTHS
                                                        ENDED       YEAR ENDED DECEMBER 31,
                                                    DECEMBER 31,    -----------------------
                                                       1999(1)         2000         2001
                                                    -------------   ----------   ----------
                                                            (DOLLARS IN THOUSANDS)
<S>                                                 <C>             <C>          <C>
SEGMENT OPERATING REVENUES
  Domestic Oil and Gas............................    $137,087       $149,062     $185,606
  International...................................      22,336         21,703       22,634
  Aeromedical.....................................      45,104         44,282       47,493
  Technical Services..............................      18,585         17,027       21,319
                                                      --------       --------     --------
     Total........................................    $223,112       $232,074     $277,052
                                                      ========       ========     ========
SEGMENT OPERATING PROFIT(2)
  Domestic Oil and Gas............................    $ (3,052)      $ (2,201)    $ 24,661
  International...................................      (2,014)          (714)         115
  Aeromedical.....................................         489         (1,454)         308
  Technical Services..............................       2,965           (550)       3,490
                                                      --------       --------     --------
     Net segment operating profit (loss)..........      (1,612)        (4,919)      28,574
  Unallocated costs...............................     (14,241)       (16,123)     (13,894)
  Other net(3)....................................       7,931          3,247        2,812
                                                      --------       --------     --------
  Earnings (loss) before income taxes.............    $ (7,922)      $(17,795)    $ 17,492
                                                      ========       ========     ========
FLIGHT HOURS
  Domestic Oil and Gas............................     150,785        158,094      148,563
  International...................................      23,529         22,338       21,235
  Aeromedical.....................................      21,845         21,490       22,005
  Other...........................................         581            545          950
                                                      --------       --------     --------
     Total........................................     196,740        202,467      192,753
                                                      ========       ========     ========
</Table>

                                        30
<PAGE>

<Table>
<Caption>
                                                    TWELVE MONTHS
                                                        ENDED       YEAR ENDED DECEMBER 31,
                                                    DECEMBER 31,    -----------------------
                                                       1999(1)         2000         2001
                                                    -------------   ----------   ----------
                                                            (DOLLARS IN THOUSANDS)
<S>                                                 <C>             <C>          <C>
AIRCRAFT OPERATED AT PERIOD END
  Domestic Oil and Gas............................         200            204          177
  International...................................          27             29           21
  Aeromedical.....................................          50             46           41
                                                      --------       --------     --------
     Total........................................         277            279          239
                                                      ========       ========     ========
</Table>

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

(1) Information for the twelve months ended December 31, 1999 is derived from
    unaudited financial information and presented for comparison purposes only.

(2) Includes special charges. See Note 2 to our consolidated financial
    statements included elsewhere in this prospectus.

(3) Includes gains on disposition of property and equipment, equity in losses of
    unconsolidated subsidiaries and other income.

  YEAR ENDED DECEMBER 31, 2001 COMPARED WITH YEAR ENDED DECEMBER 31, 2000

     Operating revenues for 2001 were $277.1 million compared to $232.1 million
for the prior year, an increase of $45.0 million, or 19.4%. The increase in
operating revenues was due to rate increases to customers implemented during the
year. In addition, we received a reimbursement of $0.8 million from the United
States Department of Transportation under the Air Safety and System
Stabilization Act that was a result of the events of September 11, 2001, which
we recorded in other income, net.

     Our flight hours decreased 5%, or 9,714 hours, to 192,753 hours in 2001
compared to 202,467 hours in 2000. The decrease in flight hours was due to a
decrease in activity in the Gulf of Mexico, which is our primary market, but
also due to the tragic events of September 11, 2001. Flight hours for the month
of September 2001 were 3,513 hours fewer than in September 2000. We estimate
that we lost approximately 1,350 flight hours as a result of the three-day
suspension of flight operations by the FAA in September 2001.

     Net income for the year ended December 31, 2001 was $11.0 million as
compared to a net loss for the year ended December 31, 2000 of $12.3 million.
Earnings before tax was $17.5 million in 2001 as compared to a loss of $17.8
million in 2000. Results for 2000 included special charges and adjustments
totaling $7.9 million before tax.

     The improvement in earnings was primarily due to customer rate increases
implemented during 2001. It was also due to reductions in certain costs and the
sale or disposal of unprofitable business units and assets.

     The decrease in flight activity, as mentioned above, occurred primarily in
the period after September 11, 2001. We expect that we will experience reduced
activity in 2002. Also, we expect our insurance costs to increase in 2002 as a
result of the events that occurred September 11, 2001. As a result of the
elimination of certain unprofitable contracts and the sale of certain
operations, our fleet was reduced by 40 aircraft in 2001. We do not expect
significant changes in our fleet size in 2002.

     For the year ended December 31, 2000, we recorded certain significant
adjustments ($4.3 million related to inventory) and special charges ($3.6
million) that resulted from a reduction in work force, asset writedowns and
decisions to exit certain operations. Where appropriate, the above items are
allocated to our business segments and are included in the respective discussion
of each segment.

                                        31
<PAGE>

  Domestic Oil and Gas

     Our Domestic Oil and Gas segment revenues increased 24.5% to $185.6 million
for 2001 compared to $149.1 million for the prior year. The increase in revenues
was due to customer rate increases implemented in 2001. Flight hours in the
Domestic Oil and Gas segment decreased 6.0% to 148,563 as compared to 158,094
for 2000. The decrease in flight hours was due to decreased activity in the oil
and gas industry and also due to the events of September 11, 2001.

     The segment had a $24.7 million operating profit in 2001 compared to a $2.2
million operating loss for the prior year. Operating margin was 13.3% for 2001
compared to (1.5)% for the prior year. The improvement in earnings in 2001 was a
result of customer rate increases implemented in 2001. In addition, there were
cost reductions, sales and disposals of unprofitable business units and assets
and personnel reductions, which were more than offset by other cost increases,
primarily increases in compensation of pilots and mechanics, aircraft part costs
and other costs. Additionally, the operating loss in 2000 included a $2.4
million charge for the write-down of inventory and $0.8 million for severance
costs that were included in special charges.

 International

     Our International segment's revenues increased 4.3% to $22.6 million for
2001 compared to $21.7 million for the prior year. The increase was due to a
full year of operations related to a contract in Taiwan and also due to rate
increases on a contract in West Africa. Flight hours in the International
segment decreased 4.9% to 21,235 as compared to 22,338 for 2000. The decrease in
flight hours was due to decreased demand for flight services in West Africa,
partially offset by the activities in Taiwan.

     The International segment had a $0.1 million operating profit for 2001
compared to a $0.7 million operating loss for the prior year. Operating margin
was 0.5% for 2001 compared to (3.3)% for the prior year. The improvement in
earnings was related to customer rate increases and also due to a full year of
operations related to a contract in Taiwan. Additionally, the operating loss in
2000 included a $0.3 million charge for the write-down of inventory and $0.1
million for severance costs that were included in special charges.

     In the second quarter of 2001, we recorded the sale of our interest in
Clintondale Aviation, Inc., or Clintondale, which operated helicopters and
fixed-wing aircraft primarily in Kazakhstan. We previously leased four aircraft
to Clintondale. We received a promissory note for $3.1 million from Clintondale
in exchange for the previously leased four aircraft, certain amounts receivable
from Clintondale and our 50% equity interest in Clintondale. Following downward
adjustments and payments, the book value of such note was $0.9 million at
December 31, 2001.

  Aeromedical

     Our Aeromedical segment's revenues increased 7.3% to $47.5 million for 2001
compared to $44.3 million in the prior year. The increase in revenues is
primarily attributable to a full year operation related to a contract in Grand
Junction, Colorado, rate increases on certain other contracts and a slight
increase in flight hours. Flight hours in the Aeromedical segment increased 2.4%
to 22,005 as compared to 21,490 for 2000.

     At December 31, 2001, we terminated a contract with an aeromedical customer
that produced an unacceptable return. Revenues in 2001 for that contract were
$4.1 million.

     Our Aeromedical segment had an operating profit of $0.3 million for 2001
compared to an operating loss of $1.5 million for the prior year. Operating
margin was 0.6% for the year ended December 31, 2001 compared to (3.3)% for the
prior year. The improvement in earnings was the result of some customer rate
increases partially offset by cost increases described under "-- Direct
Expenses," including significant increases in compensation of pilots and
mechanics and aircraft part costs. Additionally, the operating loss in 2000
included a $0.7 million charge for the write-down of inventory.

                                        32
<PAGE>

  Technical Services

     Our Technical Services segment's revenues increased 25.2% to $21.3 million
for 2001 compared to $17.0 million for the prior year. The increase in revenues
was primarily attributable to an ongoing contract to provide maintenance on
certain military aircraft and components.

     We expect revenues from this segment to decrease in 2002. During 2001, we
changed the strategic focus of our Technical Services business from providing
repair and refurbishment services to all available customers to only those
customers that are currently serviced by our helicopter operations. We
implemented this change to allow our Technical Services segment to focus on
servicing our aircraft and components. We also plan to fulfill our obligation to
provide maintenance to certain military aircraft in 2002.

     Technical Services operating profit in 2001 was $3.5 million compared to an
operating loss of $0.6 million for the prior year. The operating margin was
16.4% for the year ended December 31, 2001 and (3.2)% for the prior year. The
increased operating profit was due to increased activity. The operating loss in
2000 included a $0.9 million charge for the write-down of inventory and $0.2
million for severance costs that were recorded in special charges.

  Other Income and Losses

     Gains on property and equipment dispositions were $1.4 million in 2001 as
compared to $4.0 million in 2002. During 2001, we reduced our fleet by 40 owned
or leased aircraft. We do not expect a significant change in our fleet size in
2002.

     Equity in net losses from unconsolidated subsidiaries for 2000, excluding
an impairment charge against our investment in Clintondale that we recorded in
special charges, was $0.7 million. We recorded no equity income or losses in
2001. In 2000, we recognized an impairment of our remaining equity investment in
Clintondale, and during 2001, sold our 50% interest in Clintondale. Also, in
2000, we closed the operations of our unconsolidated subsidiary that operated in
Thailand.

     Other income for 2001 included $0.7 million of interest income and $0.8
million for the reimbursement received from the Department of Transportation
under the Air Safety and Systems Stabilization Act as a result of the events of
September 11, 2001. During 2001, we recorded interest income for amounts
received for interest on prior years' tax refunds, interest credited to us on
prepaid rent on our new Lafayette facility and interest earned on overnight cash
investments.

  Direct Expenses

     Direct expenses for 2001 increased $12.6 million, or 5.6%, to $238.2
million for 2001 compared to $225.6 million for the prior year. The increase was
due to increases in human resource costs, cost of sales related to our Technical
Services segment, insurance costs, aircraft part costs, helicopter rent and an
increase in depreciation expense. The most significant of these increases was
the human resource costs. Numerous actions were taken during the year including
closure of certain business operations and a reduction in our workforce. These
actions reduced the effect of the cost increases as further described below.

     Of the $12.6 million increase in direct expenses, the increase in human
resource costs accounted for 37% of the total increase. This resulted from wage
and benefit increases for our pilots and mechanics as well as certain employees
(including non-executive incentive compensation of $1.3 million) and was
partially offset by a reduction in our workforce implemented in February 2001.
These wage and benefit increases were implemented to achieve competitive wages
in our workforce, consistent with our compensation philosophy to maintain an
industry-competitive compensation package for all of our employees. Our total
employee count at December 31, 2001 was 1,778 compared to 1,939 at December 31,
2000, a decrease of 161 personnel.

                                        33
<PAGE>

     Cost of sales in the Technical Services segment accounted for 18.0% of the
total increase in costs. As previously described, there was an increase in
activity in the Technical Services segment due to a full year of activity on a
contract to perform repair and refurbishment services for certain military
aircraft and components.

     The cost of aircraft parts accounted for 11.0% of the total increase in
costs, due to price increases implemented by manufacturers in 2001.

     Our insurance costs increased in 2001 generally reflecting increases in the
industry. In addition, as a result of the tragic events of September 11, 2001,
and also the helicopter industry in general, we expect these costs will increase
further in 2002. Notwithstanding these expectations, we are currently reviewing
our insurance program through a competitive bidding process.

     Helicopter rent also increased in 2001. This increase related to the number
of aircraft under operating leases entered into during the latter part of 2000.
As previously stated, in 2001, we purchased a number of aircraft that we leased
under operating leases.

     Depreciation expense included in direct expenses for 2001 was $13.8 million
compared to $12.5 million for the prior year. Total depreciation expense, which
includes expense charged to selling, general and administrative expense, was
$15.1 million and $13.7 million for these periods, respectively.

     Depreciation expense increased due to acceleration of depreciation of
leasehold improvements on the Lafayette facilities vacated at the time we moved
to our new Lafayette facilities, and also due to the depreciation of aircraft
refurbishments and upgrades accomplished during recent years.

  Selling, General and Administrative Expenses

     Selling, general and administrative expenses decreased to $18.0 million for
2001 compared to $18.2 million for the prior year. The decrease in selling,
general and administrative expenses was due to lower compensation and bad debt
expense, mostly offset by consulting costs related to a review of our inventory
and accounting systems and legal costs associated with our union contract
negotiation.

  Special Charges

     In the fourth quarter of 2000, in connection with our plan to restore
profitability, we recorded special charges of $3.6 million that included
severance costs of $1.1 million, impairment of an investment in and receivables
from Clintondale totaling $1.7 million and impairment of two helicopters of $0.8
million due to pending sales.

  Interest Expense

     Interest expense was $6.2 million for the year ended December 31, 2001 and
$5.8 million for the year ended December 31, 2000. The increase in interest
expenses was due to an increase in the interest rate charged by our lenders.

  Income Taxes

     Income tax expense for the year ended December 31, 2001 was $6.5 million
compared to an income tax benefit for the prior year of $5.5 million. The
effective tax rates were 37.0% and 30.9% for the years ended December 31, 2001
and 2000, respectively. The lower effective rate for the year ended December 31,
2000 was the result of permanent differences between book income and tax income
and the effect of state income taxes.

  YEAR ENDED DECEMBER 31, 2000 COMPARED WITH TWELVE MONTHS ENDED DECEMBER 31,
  1999

     For the year ended December 31, 2000 and the twelve months ended December
31, 1999, we recorded significant and special charges that resulted from a
reduction in work force, asset writedowns and

                                        34
<PAGE>

decisions to exit certain operations. Where appropriate, the charges are
allocated to our business segments and are included in the respective discussion
of each segment.

  Domestic Oil and Gas

     Our Domestic Oil and Gas segment's revenues increased 8.7% to $149.1
million for 2000 compared to $137.1 million for 1999. Increased domestic
activity that resulted from increased oil and gas exploration and production
activities in the Gulf of Mexico, increased forest fire-fighting activity and
rate increases implemented in January 2000 contributed to the increase.

     The segment had a $2.2 million operating loss in 2000 compared to a $3.1
million operating loss for 1999. The 2000 loss included a $2.4 million charge
for the write-down of inventory, $0.9 million for a retroactive pay adjustment
for pilots and $0.8 million for severance costs that were included in special
charges. The operating loss in 1999 included $1.3 million of special charges
(see "-- Special Charges" below), $1.5 million in charges for environmental
remediation and $1.7 million for the disposition of slow-moving inventory.
Operating margin was (1.5)% for 2000 compared to (2.2)% for 1999. The decrease
in operating loss was primarily due to increased revenues, lower aircraft
depreciation and rate increases in January 2000. Increases in aircraft repairs
and maintenance, fuel, insurance, helicopter rent and pilot training costs
partially offset the decrease in operating loss. The increased fuel costs were
the result of both increased flight activity and increased fuel prices.

  International

     Our International segment's revenues decreased 2.8% to $21.7 million for
2000 compared to $22.3 million for the same period in 1999. Decreased revenues
that resulted from the closure of certain operations in South America were
primarily responsible for the decrease. Increased revenues of certain other
foreign locations partially offset the decrease.

     Our International segment had a $0.7 million operating loss for 2000
compared to a $2.0 million operating loss for the same period in 1999. Operating
margin of (3.3)% for 2000 compares to (9.0)% for the same period last year. The
operating loss in 2000 included a $0.3 million charge for the write-down of
inventory, $0.1 million for a retroactive pay adjustment for pilots, and $0.1
million for severance costs that were included in special charges. The operating
loss in 1999 included $3.5 million of special charges (see "-- Special Charges"
below). In 2000, increased repairs, maintenance and insurance and the decreased
revenues also negatively impacted operating profit.

  Aeromedical

     Our Aeromedical segment's revenues decreased 1.8% to $44.3 million for 2000
compared to $45.1 million during the same period in the prior year. The decrease
in revenues is primarily attributable to decreased revenue and activity in our
Air Evac operations in Arizona. In November 1999, we restructured our Arizona
operations and reduced the number of our aircraft in that operation.

     The Aeromedical segment had an operating loss of $1.5 million for 2000
compared to operating income of $0.5 million for 1999. The operating loss in
2000 included a $0.7 million charge for the write-down of inventory and $0.2
million for a retroactive pay adjustment for pilots. Operating margin was (3.3)%
for the year ended December 31, 2000 compared to 1.1% for 1999. In addition to
the inventory write-down and the increased pilot pay, increased repairs and
maintenance, fuel, helicopter rent and pilot training costs and the decreased
revenues contributed to the lower operating profit. Lower labor costs that were
primarily attributable to AirEvac's restructuring partially offset the decrease
in operating profit.

  Technical Services

     Our Technical Services segment's revenues for 2000 were $17.0 million
compared to $18.6 million in 1999, a decrease of 8.4%. The decrease in operating
revenues was primarily attributable to work performed on two large contracts for
the refurbishment and overhaul of two helicopters and a large parts sale, all

                                        35
<PAGE>

occurring during the twelve months ended December 31, 1999. An ongoing contract
to provide maintenance to certain military aircraft commenced in the second
quarter of 2000, which partially offset the decrease.

     Technical Services operating profit decreased to a $0.6 million operating
loss for the year compared to $3.0 million operating profit for 1999. The
operating loss in 2000 included a $0.9 million charge for the write-down of
inventory and $0.2 million for severance costs that were recorded in special
charges. The operating margin was (3.2)% for the year ended December 31, 2000
and 16.0% for the twelve months ended December 31, 1999.

  Other Income and Losses

     Gains on property and equipment dispositions were $4.0 million in 2000 as
compared to $8.7 million for the prior twelve months.

     Equity in net losses from unconsolidated subsidiaries for 2000, excluding
an impairment charge for Clintondale that we recorded in special charges, was
$0.7 million. Equity in net losses from unconsolidated subsidiaries was $0.8
million for the twelve months ended December 31, 1999.

  Direct Expenses

     Direct expenses for 2000 increased by $15.8 million, or 7.5%, to $225.6
million compared to $209.8 million for 1999. The direct expenses in 2000
included a $4.3 million charge for the write-down of inventory and $1.2 million
for a retroactive pay adjustment for pilots. In 1999, there were $1.5 million in
charges for environmental remediation and a $1.7 million charge for the
disposition of slow-moving inventory. The increase in 2000 was also due to the
increase in flight activity and higher repairs and maintenance, fuel, insurance,
helicopter rental and pilot training costs.

     Depreciation expense included in direct expenses for 2000 was $12.5 million
compared to $14.1 million for 1999. Total depreciation expense was $13.7 million
and $15.3 million for these periods, respectively. The decrease was attributable
to a reduction in the number of owned aircraft and to the change in estimated
useful lives and residual values implemented in May 1999.

  Selling, General and Administrative Expenses

     Selling, general and administrative expenses for the year ended December
31, 2000 decreased by 1.6% to $18.2 million compared to $18.5 million for 1999.
Selling, general and administrative expenses in 1999 included severance costs
totaling $1.1 million. Adjusting for such severance costs, selling, general and
administrative expenses increased $0.8 million in 2000, which was mostly the
result of higher bad debt provisions.

  Special Charges

     In the fourth quarter of 2000, in connection with our plan to restore
profitability, we recorded special charges of $3.6 million that included
severance costs of $1.1 million, impairment of an investment in and receivables
from Clintondale totaling $1.7 million and impairment of property and equipment
of $0.8 million.

     In April 1999, in connection with expense reduction efforts and
management's decision to recognize the impairment of assets as a result of
decreased activity, we recorded special charges of $4.8 million. The special
charges included impairment of certain foreign based joint ventures amounting to
$2.5 million, severance costs of $1.3 million, impairment of property and
equipment of $0.4 million and other charges of $0.6 million.

                                        36
<PAGE>

  Interest Expense

     Interest expense was $5.8 million for the year ended December 31, 2000 and
$5.9 million for the twelve months ended December 31, 1999. Lower debt levels
during 2000, compared to the debt levels in 1999, offset the effect of increased
interest rates in 2000.

  Income Taxes

     Income tax benefit for the year ended December 31, 2000 increased $2.6
million to $5.5 million. The effective tax rates were 30.9% and 36.6% for 2000
and 1999, respectively. The lower effective rate for the year ended December 31,
2000 was the result of permanent differences between book income and tax income
and the effect of state income taxes.

LIQUIDITY AND CAPITAL RESOURCES

     Our cash position on December 31, 2001 was $5.4 million compared to $0.9
million at December 31, 2000. Working capital increased $5.5 million to $47.0
million at December 31, 2001 from $41.5 million at December 31, 2000. Net cash
of $18.7 million provided by operating activities during 2001 and $24.3 million
of asset sales funded our debt service requirements and capital expenditures.

     Total long-term debt, including capital lease commitments and the current
portion of debt and lease commitments, decreased $8.2 million from December 31,
2000 to $66.6 million at December 31, 2001. In July 2001, we executed a revised
credit agreement with our bank lending group, which originally provided for a
$45.0 million revolving credit facility and a $25.5 million term-loan credit
facility, secured by substantially all of our assets. At December 31, 2001,
$19.0 million was outstanding on the term-loan credit facility, and $44.5
million was outstanding on the revolving credit facility. We repaid all
outstanding borrowings under such bank credit facilities with a portion of the
net proceeds from the offering of the Series A notes and terminated these bank
credit facilities and related interest swap agreements and entered into a new
two-year $50.0 million senior secured revolving credit facility. Borrowings
under this new facility will accrue interest at a floating rate equal to the
bank's prime rate, although we may fix the interest rate at LIBOR plus 2% to 3%,
depending on certain financial ratios, for up to six months at a time.
Borrowings under this facility are secured by our receivables and inventory.

     Capital expenditures in 2001 totaled $29.5 million and primarily consisted
of purchase and completion of aircraft improvements and engines. Also included
in capital expenditures were the exercise of purchase options on certain leased
aircraft ($5.4 million), purchase of a number of aircraft under operating leases
for resale ($5.2 million), equipment and leasehold improvements related to our
new Lafayette facility ($2.0 million) and purchase of customer-specified new
aircraft ($3.0 million).

     In addition to debt service and capital expenditures, we funded $4.0
million of construction costs in 2001 for our new Lafayette facility, pursuant
to the terms of a 20-year lease of the facility that became effective September
2001. The funding is treated under the lease as prepaid rent and amortized over
ten years at 7% per annum, thus reducing our monthly cash lease payments for the
first ten years of the lease. We have no additional funding commitments under
the lease, other than rent payments.

     In 2001, our cash flow was substantially augmented from the proceeds of the
sale of aircraft. We expect our fleet size to remain substantially unchanged in
2002, but we may sell some aircraft to strategically adjust our fleet.
Nonetheless, we believe that cash flow from operations will be sufficient to
fund required debt service and the reduced level of capital expenditures during
2002.

     The table below sets out our cash contractual obligations as of December
31, 2001. The operating leases are not recorded as liabilities on the balance
sheet, but payments are treated as an expense as

                                        37
<PAGE>

incurred. Each contractual obligation included in the table contains various
terms, conditions, and covenants which, if violated, accelerate the payment of
that obligation.

<Table>
<Caption>
                                                                   PAYMENT DUE BY YEAR
                                                ---------------------------------------------------------
                                                                                                  BEYOND
                                      TOTAL      2002      2003      2004      2005      2006      2006
                                     --------   -------   -------   -------   -------   -------   -------
                                                                (IN THOUSANDS)
<S>                                  <C>        <C>       <C>       <C>       <C>       <C>       <C>
Operating lease obligations........  $102,789   $16,286   $15,018   $14,590   $13,489   $11,933   $31,473
Long-term debt
  Term.............................    19,000     7,500     7,500     4,000        --        --        --
  Revolver.........................    44,500        --     8,900    35,600        --        --        --
  Other............................        39         5         6         7         7         9         5
Capital lease obligations..........     3,077       439       475       174       190       206     1,593
                                     --------   -------   -------   -------   -------   -------   -------
                                     $169,405   $24,230   $31,899   $54,371   $13,686   $12,148   $33,071
                                     ========   =======   =======   =======   =======   =======   =======
</Table>

     Our borrowing capacity and cash flows from operations have not historically
provided sufficient capital to acquire additional aircraft needed to support our
customers. To meet these needs, we obtained aircraft under operating and capital
lease arrangements, which are more expensive to us than compared to the purchase
of aircraft, and we currently have 102 aircraft under such lease arrangements.
We intend to acquire substantially all of such aircraft with a portion of the
net proceeds of the Series A notes offering. Accordingly, we do not intend to
utilize operating leases as a principal means of financing our aircraft for the
foreseeable future.

MARKET RISK

     We are exposed to market risks associated with interest rates and make
limited use of derivative financial instruments to manage that risk. All
derivatives used for risk management are closely monitored by our senior
management. We do not hold derivatives for trading purposes and do not use
derivatives with leveraged or complex features. Derivative instruments are
transacted either with creditworthy major financial institutions or over
national exchanges.

     At December 31, 2001, we were party to interest rate swaps with notional
amounts totaling $40.0 million that were designed to convert a similar amount of
variable-rate debt to fixed rates. The swaps mature in 2003 and require us to
pay an average interest rate of 5.78% on the notional amount and, in turn,
receive LIBOR interest rates. The variable interest rate received by us under
each swap contract is repriced quarterly. We consider these swaps to be a hedge
against potentially higher future interest rates. The estimated fair value of
these interest rate swaps was a $2.0 million liability at December 31, 2001. In
connection with the termination of our existing bank credit facilities, we
terminated these interest rate swap agreements at a cost of approximately $1.6
million.

     At December 31, 2001, $63.5 million of our long-term debt had variable
interest rates of which $40.0 million was effectively converted to fixed
interest rates through the interest rate swaps. Based on debt outstanding and
interest rate swap agreements in place at December 31, 2001, a 1.0% per annum
increase in variable interest rates would increase our interest expense in the
year ending 2002 by $0.2 million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Our management's discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these consolidated financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses and related disclosures of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates, including those related to allowances for doubtful accounts,
inventory valuation, long-lived assets and self-insurance liabilities. We base
our estimates on historical experience

                                        38
<PAGE>

and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. We believe the following critical accounting policies
affect our more significant judgments and estimates used in preparation of our
consolidated financial statements.

     We estimate our allowance for doubtful accounts receivable based on an
evaluation of individual customer financial strength, current market conditions
and other information. If our evaluation of our significant customers' and
debtors' creditworthiness should change or prove incorrect, then we may have to
recognize additional allowances in the period that we identify the risk of loss.

     We maintain inventory to service our own aircraft and the aircraft and
components of customers. Portions of that inventory are used parts that are
often exchanged with parts removed from aircraft or components and reworked to a
useable condition. We use systematic procedures to estimate the valuation of the
used parts, which includes consideration of their condition and continuing
utility. If our valuation of these parts should be significantly different from
amounts ultimately realizable or if we discontinue using or servicing certain
aircraft models, then we may have to record a write-down of our inventory. We
also record provisions against inventory for obsolete and slow-moving parts,
relying principally on specific identification of such inventory. If we fail to
identify such parts, additional provisions may be necessary.

     We review our long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. We measure recoverability of assets to be held and used by
comparing the carrying amount of an asset to future undiscounted net cash flows
that we expect the asset to generate. When an asset is determined to be
impaired, we recognize the impairment amount, which is measured by the amount by
which the carrying value of the asset exceeds fair value. Similarly, we report
assets that we expect to sell at the lower of the carrying amount or fair value
less costs to sell. Future adverse market conditions or poor operating results
could result in the inability to recover the current carrying value of the
long-lived asset, thereby possibly requiring an impairment charge in the future.

     We must make estimates for certain of our liabilities and expenses, losses,
and gains related to self-insured programs, insurance deductibles and
good-experience premium returns. Our group medical insurance program is largely
self-insured, and we use estimates to record our periodic expenses related to
the program. We also carry deductibles on our aircraft hull and liability
insurance and estimate periodic expenses related to the retained portion of hull
and liability risk. For our workers' compensation and certain other insurance,
we receive a return premium if our accident experience is favorable, and we
recognize reductions in insurance expense when we believe return premiums are
likely based on accident rates and actual accident experiences. If actual
experience under any of our insurance programs is significantly different from
estimated, then we may have to record losses when we identify the risk of
additional loss. Conversely, if return premiums are larger than originally
projected, then we may have to record gains when we identify the excess return
premiums.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards, or SFAS, No. 133. SFAS No. 133
establishes new accounting and reporting standards for derivative financial
instruments and for hedging activities. SFAS No. 133 requires us to measure all
derivatives at fair value and to recognize them in the balance sheet as an asset
or liability, depending on our rights or obligations under the applicable
derivative contract.

     We use interest rate swaps to hedge our cash flow related to interest.
Effective January 1, 2001, we began accounting for our interest rate swaps in
accordance with SFAS No. 133, as amended and have designated the interest rate
swaps as cash flow hedges. The cumulative effect of adopting SFAS No. 133, as
amended on January 1, 2001 resulted in an increase of $38,000 to other
comprehensive income. As of December 31, 2001, the fair market value of these
interest rate swaps was a $2.0 million liability and it is included in other
long-term liabilities on the balance sheet.
                                        39
<PAGE>

     On June 29, 2001, SFAS No. 141, Business Combinations, was approved by the
FASB. SFAS No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. Goodwill and certain
intangible assets will remain on the balance sheet and not be amortized. On an
annual basis, and when there is reason to suspect that their values have been
diminished or impaired, these assets must be tested for impairment, and
write-downs may be necessary. We implemented SFAS No. 141 on July 1, 2001 and we
have determined that this statement did not have a material impact on our
consolidated financial position or results of operations.

     On June 29, 2001, SFAS No. 142, Goodwill and Other Intangible Assets, was
approved by the FASB. SFAS No. 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease upon
adoption of this statement. We are required to implement SFAS No. 142 on January
1, 2002 and we have determined that this statement will have no material impact
on our consolidated financial position or results of operations.

     SFAS No. 143, Accounting for Asset Retirement Obligations, requires the
recording of liabilities for all legal obligations associated with the
retirement of long-lived assets that result from the normal operation of those
assets. These liabilities are required to be recorded at their fair values
(which are likely to be the present values of the estimated future cash flows)
in the period in which they are incurred. SFAS No. 143 requires the associated
asset retirement costs to be capitalized as part of the carrying amount of the
long-lived asset. The asset retirement obligation will be accreted each year
through a charge to expense. The amounts added to the carrying amounts of the
assets will be depreciated over the useful lives of the assets. We are required
to implement SFAS No. 143 on January 1, 2003, and we have not determined the
impact that this statement will have on our consolidated financial position or
results of operations.

     SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived
Assets, promulgates standards for measuring and recording impairments of
long-lived assets. Additionally, this standard establishes requirements for
classifying an asset as held for sale, and changes existing accounting and
reporting standards for discontinued operations and exchanges for long-lived
assets. We are required to implement SFAS No. 144 on January 1, 2002, and we do
not expect the implementation of this standard to have a material effect on our
financial position or results of operations.

ENVIRONMENTAL MATTERS

     We have an aggregate reserve for environmental matters of $1.8 million as
of December 31, 2001, which relates to estimated environmental remediation costs
at our operating facilities. In the fourth quarter of 2001, we reduced our
recorded estimated liability by $1.2 million as the result of a comprehensive
re-evaluation of environmental exposure at all of our operating sites and
decreased remediation cost estimates, primarily at our Morgan City, Louisiana
facility. We have conducted environmental surveys of the Lafayette facility that
we recently vacated, and have determined that contamination exists at that
facility. To date, monitoring wells have been installed to determine the type
and extent of contamination. Preliminary results indicate limited soil and
groundwater impact. Once the extent and type of contamination are fully defined,
a risk evaluation in accordance with the Louisiana Risk Evaluation/ Correction
Action Plan, or RECAP, standard will be submitted to and evaluated by the
Louisiana Department of Environmental Quality, or LDEQ. At that point, LDEQ will
establish clean-up standards that must be met at the site. When the process is
complete, we will be in a position to develop the appropriate remediation plan
and the resulting cost of remediation. However, we have not recorded any
estimated liability for remediation of contamination and, based on preliminary
surveys and ongoing monitoring, we believe that the ultimate remediation costs
for the vacated Lafayette facility will not be material. To date, we have
expended $0.1 million on conducting facility environmental surveys and expect to
spend an additional $0.1 million performing follow-up work in 2002.

                                        40
<PAGE>

                                    BUSINESS

OUR COMPANY

     Petroleum Helicopters, Inc., founded in 1949, is one of the world's largest
and most experienced providers of commercial helicopter services. We are a
leading provider of safe and reliable helicopter transportation services to the
oil and gas industry in the Gulf of Mexico, where we operate approximately 175
aircraft. We also provide helicopter services to energy companies operating
offshore California, West Africa and Taiwan. In addition, we provide helicopter
and support services to the healthcare industry and helicopter repair and
refurbishment services to customers.

     We provide helicopter services to a broad base of major integrated energy
companies and independent oil and gas producers to transport personnel and, to a
lesser extent, parts and equipment, to, from and among offshore production
platforms, drilling rigs and pipeline and other facilities. For the year ended
December 31, 2001, approximately 72% of our operating revenues came from the oil
and gas industry -- 67% from our U.S. operations and 5% from overseas
operations. We are the principal provider of helicopter services in the Gulf of
Mexico to Shell Oil Company and its affiliates, the largest producer of oil and
gas in the Gulf, and to Unocal, BP, Kerr-McGee and Exxon Mobil. We estimate that
approximately 70% of our 2001 oil and gas-related revenues was attributable to
production and pipeline activity, which represents a more stable revenue source
than exploration and development activity.

     We also provide helicopter and support services to the healthcare industry
and technical services representing 17% and 8%, respectively, of our 2001
revenues. Our services to the healthcare industry consist principally of
providing air medical transportation services to hospitals and medical
facilities in 13 U.S. states. Our 39 dedicated air medical helicopters are
specially outfitted to accommodate emergency medical patients, personnel and
equipment. Our technical services business consists principally of providing
helicopter repair and refurbishment services to our customers.

     In September 2001, Al A. Gonsoulin, our Chairman of the Board, purchased in
privately negotiated transactions an aggregate of 1,482,266 shares of our voting
common stock from Carroll W. Suggs, our former Chairman and Chief Executive
Officer, and the Suggs Family Fund, LLC. The common stock acquired by Mr.
Gonsoulin in these transactions represents approximately 28% of our total
outstanding equity and approximately 52% of our outstanding voting stock. Mr.
Gonsoulin has nearly 35 years of experience in the oil and gas service industry.
He founded Sea Mar, Inc. in 1977 and sold it to Pool Energy Services Co. in
1998. Until December 31, 2001, Mr. Gonsoulin continued to serve as President of
Sea Mar, now a division of Nabors Industries, Inc. Sea Mar provides marine
transportation and support services to the oil and gas industry in the Gulf of
Mexico. In September 2000, Lance F. Bospflug joined Petroleum Helicopters as
President. In August 2001, Mr. Bospflug became our Chief Executive Officer, and
in November 2001, he was elected to our Board of Directors.

     Beginning with Mr. Bospflug joining us and continuing after the acquisition
by Mr. Gonsoulin of a controlling interest in us and the election of Mr.
Gonsoulin as our Chairman of the Board, we implemented a number of measures to
improve our profitability and cost efficiency. In early 2001, we began to
implement a market-based rate structure that resulted in a substantial increase
in our flight rates for our Gulf of Mexico operations. In addition, in 2001, we
reduced our workforce by approximately 161 employees, and in 2002, we continued
to reduce our work force and implemented an early retirement program. In 2001,
we also divested or ceased certain non-core or unprofitable operations. We
ceased our operations in Brazil and Mexico and our domestic oil and gas
fixed-wing operations and sold our interest in operations in Kazakhstan. In
2001, we also sold or terminated leases on 40 aircraft that we considered
obsolete or non-core or that were related to our discontinued operations and
closed our former executive offices in Metairie, Louisiana. As a result of such
measures, we increased our net earnings to $11.0 million in 2001 from a net loss
in the prior year.

                                        41
<PAGE>

INDUSTRY OVERVIEW

     In the 1950s, helicopters first came into widespread commercial use among
companies in the oil and gas industry for transporting personnel and supplies to
remote onshore areas and to offshore exploration and production facilities. The
Gulf of Mexico, where we derived 67% of our operating revenues in 2001, is the
single most prolific producing region in North America and a major global
producing basin. In 2001, 26.7% of the total U.S. supply of natural gas and
27.1% of the total U.S. supply of crude oil came from the Gulf of Mexico.
Industry success in the offshore environment has been a result of achievements
in cost management, reductions in project cycle times and increases in well
productivity. Furthermore, technological advances such as 3-D seismic and subsea
completion technology have increased the industry's ability to successfully
explore and produce from previously inaccessible areas such as ultra deepwater
reservoirs and subsalt deposits.

     In its Annual Energy Outlook for 2002, the EIA estimates that in 2010 the
Gulf of Mexico will still be the primary producing region in North America. The
EIA projects that over 27% and 31% of U.S. natural gas production and U.S. crude
oil production, respectively, will come from the Gulf of Mexico at that time.
Demand in the United States for natural gas is expected to increase from 60
billion cubic feet per day in 2001 to 77 billion cubic feet per day in 2010
according to the EIA. Demand in the United States for crude oil is expected to
grow from 20 million barrels per day in 2001 to 23 million barrels per day in
2010 according to the EIA.

     Helicopters are an important logistical means to transport personnel to,
from and among offshore production platforms, drilling rigs and pipeline and
other facilities located in the Gulf of Mexico. According to the U.S. Minerals
Management Service, there are currently approximately 4,000 production platforms
in the Gulf of Mexico. The Baker Hughes Rig Count for the week ended March 29,
2002 indicates that there were 109 offshore drilling rigs operating in the Gulf
of Mexico at that time. Generally, these platforms and rigs require aircraft to
transport crew members who typically work in staggered seven-day shifts. In
addition, the ongoing trend toward deeper water activity in the oil and gas
industry will translate into an increasing number of deepwater production
platforms, pipeline systems and drilling rigs in the Gulf of Mexico, which will
need to be serviced by helicopters.

     In addition, over the years the use of helicopters has expanded into many
other markets where urgency or difficulty of access justifies the cost of
helicopter transportation. The existence of these markets, such as aeromedical
transportation, distinguishes helicopter services from many other oil and gas
service industry sectors. By operating in certain other markets, we have
expanded our overall business and developed a more diversified revenue base
while maintaining and growing our core oil and gas service operations.

     Historically, we employed a defensive pricing strategy around market share
to discourage competition. From 1990 to 1997, there were no increases in
helicopter rates in the Gulf of Mexico due to the pricing philosophy of our
previous management. In 1998, 1999 and 2000, rates in the Gulf of Mexico
increased modestly, by approximately 10%, 6% and 4%, respectively. In January
and May 2001, there were rate increases of approximately 10% and 30%,
respectively. To date, these rate increases have been widely accepted by
customers. We anticipate that the 2001 rate increases will be fully implemented
in 2002. We intend to continue to implement a market-based pricing strategy.

COMPETITIVE STRENGTHS

     Our strong competitive position in the Gulf of Mexico is attributable to a
number of factors, including the following:

  LEADING MARKET POSITION

     We are the oldest provider of commercial helicopter services in the oil and
gas industry in the Gulf of Mexico. We began operations in 1949 by deploying the
first commercial helicopter used for the oil and gas industry in the Gulf of
Mexico. Today, we are a leading provider of helicopter transportation and
support

                                        42
<PAGE>

services to the oil and gas industry in the Gulf of Mexico, with approximately
175 aircraft in service. Our operating scale and fleet size allow us to offer
greater flexibility in scheduling helicopter services on a timely basis and over
a large geographic area. We believe that these capabilities give us a
competitive advantage and will enable us to continue to compete successfully in
the Gulf of Mexico market.

  STRONG RECORD OF SAFETY AND PERFORMANCE

     Customers consistently cite safety and reliability as key determinants in
selecting a provider of air transportation services. In over 50 years of
operations, we have logged more that 9.0 million flight hours. During that time,
we have developed and refined safety and training programs and practices that
have given us one of the strongest safety records in the commercial helicopter
industry. A key factor in enhancing our leadership position in helicopter safety
is a company-wide safety and training program that rewards employees who
contribute to the safety goals by working accident free. From 1995 to 2000, we
averaged an NTSB accident rate per 100,000 flight hours of 1.04 for our Gulf of
Mexico operations compared to our Gulf of Mexico competitors' average accident
rate of 1.8. For the same period, our company-wide NTSB accident rate per
100,000 flight hours was 1.22 compared to the U.S. national average rate of 8.2.

  LONG-TERM CUSTOMER RELATIONSHIPS

     We have worked successfully for many years with a number of major
integrated energy companies and independent oil and gas companies. For example,
Shell Oil has been our customer for over 40 years. Our largest customers by
operating revenues include operating subsidiaries of Shell Oil, Unocal, BP,
Kerr-McGee, ChevronTexaco and Exxon Mobil. These customers demand that their
helicopter service providers meet a number of very stringent criteria, including
a strong safety and performance record, a well-maintained, highly capable fleet
with specific aircraft dedicated to them, and a staff of well-trained,
experienced pilots and mechanics. We believe that our qualifications meet or
exceed each of these criteria, giving us a competitive advantage. In 2001,
approximately 70% of our oil and gas-related revenues was from customer
contracts. Our customer contracts provide for a fixed monthly fee for dedicating
specific aircraft to customers and a variable fee based on flight hours. For
2001, we estimate that revenues from these contracts were approximately 48% from
the fixed fee component and 52% from the variable fee component.

  WELL-POSITIONED FLEET AND STABLE REVENUE BASE

     From a number of strategically located bases, we provide helicopter
transportation services to all areas of the Gulf of Mexico -- the continental
shelf, the transition zone to deepwater and the deepwater -- in which the oil
and gas industry conducts exploration, development and production activity. We
believe that our diverse fleet is well-positioned to service the needs of our
customers. Our fleet includes a range of aircraft, from light, lower capacity
helicopters that primarily service the producing areas in the continental shelf
to the heavier, higher capacity helicopters capable of servicing the further
offshore deepwater areas of the Gulf of Mexico. We estimate that approximately
70% of our 2001 oil and gas-related revenues was attributable to production and
pipeline activity, which represents a more stable revenue source than
exploration and development activity. However, incremental demand for helicopter
services is primarily driven by the level of offshore oil and gas exploration
and development activity. Accordingly, in 2001 we began a process to upgrade
certain of our aircraft in order to capitalize on anticipated increased
exploration activity, especially in the deepwater areas of the Gulf of Mexico.

  INTEGRATED OPERATION AND MAINTENANCE FUNCTIONS

     We believe that we are an industry leader in helicopter maintenance, repair
and refurbishment operations. In 2001, we opened our new repair and
refurbishment facility in Lafayette, Louisiana. This facility is considered by
many in the industry to be the premier facility of its kind in the world because
of its technology and experienced staff. At this facility, our employees conduct
maintenance and repair work, completely refurbish engines and airframes, operate
a state-of-the-art painting facility, study and engineer
                                        43
<PAGE>

new parts and lubricants, research new procedures and develop new maintenance
and repair techniques. In addition, each of our helicopter bases contains a
maintenance and repair facility that we utilize for more routine maintenance and
repair service. We believe that having the in-house capability to service and
refurbish our aircraft reduces the time our aircraft are out of service for
maintenance, repair and refurbishment, and allows us to control these costs.
Although we principally service our own aircraft, we also provide maintenance,
repair and refurbishment services to customers under contracts or other
arrangements where such services are profitable to us.

  SIGNIFICANT ASSET VALUE

     Based on recent appraisals by HeliValue$, Inc., an independent helicopter
valuation company, the aggregate estimated resale value of the 216 aircraft we
would have owned on an as adjusted basis as of March 31, 2002 was approximately
$231.6 million representing approximately 1.16 times our as adjusted debt at
December 31, 2001. Since a substantial portion of a helicopter's value resides
in its dynamic components, which are replaced or upgraded on a periodic basis,
older models of helicopters that have been upgraded are capable of meeting many
of the same performance standards as newer models of these helicopters. As a
result, as the price of new helicopters rises, older models of helicopters that
have been properly maintained and upgraded generally retain their value.

  EXPERIENCED MANAGEMENT AND OPERATIONS TEAM

     Our senior management and operations team has significant experience in the
oil and gas service industry and in the commercial helicopter service industry.
Al A. Gonsoulin, our Chairman of the Board, has over 35 years of experience in
the oil and gas service industry. The nine members of our senior management team
have an aggregate of approximately 145 years of service with us.

BUSINESS STRATEGY

     Our objective is to maximize the profitability and cash flow of our
operations. To achieve this objective, we intend to:

     - Focus on serving the oil and gas industry in the Gulf of Mexico where we
       have a leading position and a reputation as one of the safest and most
       reliable providers of helicopter transportation services;

     - Maintain a market-based rate structure in the Gulf of Mexico;

     - Leverage our long-term customer relationships with major integrated
       energy companies and independent oil and gas producers to pursue
       opportunities in the growing deepwater Gulf of Mexico market;

     - Identify and pursue selected international markets that provide
       attractive opportunities to service our existing customer base of major
       integrated energy companies and independent oil and gas producers; and

     - Continue to operate in the aeromedical transportation market with a focus
       on structuring appropriate rates for our services.

     To continue to improve our operating efficiency and control our costs, we
will:

     - Assess the profitability of our contracts by regularly monitoring the
       market value of our services and our cost to provide them;

     - Adjust the composition of our fleet to achieve the optimum mix of
       aircraft relative to market demand for helicopter services;

     - Upgrade and refurbish certain of our aircraft to increase our service
       capabilities; and

                                        44
<PAGE>

     - Standardize the models of aircraft in our fleet to achieve synergies and
       increase the efficiency with which our new maintenance and operations
       facility repairs and refurbishes our helicopters.

DESCRIPTION OF OPERATIONS

     We operate in four business segments, which we refer to as:

     - Domestic Oil and Gas;

     - International;

     - Aeromedical; and

     - Technical Services.

  DOMESTIC OIL AND GAS

     We operate approximately 175 aircraft in our domestic oil and gas
operations from several bases and heliports in the Gulf of Mexico region and one
base in California. Our operations in the Gulf of Mexico provide services to our
customers' facilities located offshore Louisiana, Texas, Alabama and
Mississippi. Operating revenues from the domestic oil and gas segment accounted
for 67%, 64%, 62% and 64% of our operating revenues during the years ended
December 31, 2001 and December 31, 2000, the eight months ended December 31,
1999 and the year ended April 30, 1999, respectively.

     Oil and gas exploration and production companies and other offshore oil
service companies use our services primarily for routine offshore
transportation, to attend to personnel during medical and safety emergencies,
and to evacuate their personnel during the threat of hurricanes and other
adverse weather conditions. Most of our customers have entered into long-term
contracts for transportation services, although some do engage us on an "ad hoc"
or "spot" basis.

     Most of our aircraft are available for hire by any customer, but some are
dedicated to specific customers. We operate helicopters that have flying ranges
of up to 450 miles, allowing for a 30 minute fuel reserve, and thus are capable
of servicing many of the deepwater Gulf of Mexico areas that are 50 to 250 miles
offshore.

  INTERNATIONAL

     Outside the United States, we provide helicopter services in Angola,
Antarctica, Democratic Republic of Congo and Taiwan. We currently operate
approximately 21 aircraft in our international operations. Each aircraft
operating internationally is typically dedicated to a specific customer. Our
international customers are mostly oil and gas producers, including foreign
state-owned oil companies, major integrated energy companies and independent oil
and gas companies operating internationally. We also provide services to certain
U.S. governmental agencies operating internationally, such as the National
Science Foundation in Antarctica. Operating revenues from our international
segment accounted for 8% of our operating revenues for the year ended December
31, 2001, and 10% for each of the year ended December 31, 2000, the eight months
ended December 31, 1999 and the year ended April 30, 1999.

  AEROMEDICAL

     We, both directly and through our subsidiary, Air Evac Services, Inc., or
Air Evac, provide air medical transportation services to hospitals and medical
facilities in 13 U.S. states -- Arizona, Arkansas, California, Colorado,
Illinois, Kentucky, Louisiana, Michigan, Mississippi, North Dakota, Ohio, South
Carolina and Wisconsin. Approximately 39 aircraft are dedicated to our
aeromedical operations. The aircraft dedicated to these operations are specially
outfitted to accommodate emergency medical patients, personnel and equipment.
Our Aeromedical segment revenues accounted for 17%, 19%, 21% and 19% of our
operating revenues for the years ended December 31, 2001 and December 31, 2000,
the eight months ended December 31, 1999 and the year ended April 30, 1999,
respectively.

                                        45
<PAGE>

     In Arizona, Air Evac operates 10 of the 39 dedicated aeromedical aircraft
and offers its services to many hospitals and medical facilities. Each of the
other aircraft operated by our aeromedical segment is typically dedicated to a
specific hospital or medical facility.

  TECHNICAL SERVICES

     We perform maintenance, repair and refurbishment services at our Lafayette
facility pursuant to an FAA -- approved repair station license, primarily for
our existing customers. The license includes authority to repair airframes,
powerplants, accessories, radios and instruments and to perform specialized
services. During 2001, we changed the strategic focus of Technical Services from
providing maintenance, repair and refurbishment services to customers,
competitors and other third parties to customers that are currently serviced by
our helicopter operations. This change was implemented in order to allow
resources in the Technical Services segment to focus on our aircraft and
components.

     Our maintenance, repair and refurbishment facility includes a staff of
highly skilled mechanics and engineers. Services provided by our facility
include:

     - airframe inspections, designs and modifications;

     - engine refurbishments;

     - dynamic, hydraulic, mechanical and other component refurbishments,
       repairs and testing;

     - avionics refurbishment and repair;

     - other miscellaneous equipment repair and maintenance; and

     - logistical and technical support to helicopter operations.

     Operating revenues from our Technical Services segment accounted for 8% of
our operating revenues during the year ended December 31, 2001 and 7% for each
of the year ended December 31, 2000, the eight months ended December 31, 1999
and the year ended April 30, 1999.

SAFETY RECORD

     Customers consistently cite safety and reliability as key determinants in
selecting a provider of air transportation services. Since our inception in
1949, safety has been a top priority. In over 50 years of operations, we have
logged more that 9.0 million flight hours. During that time, we have developed
and refined safety programs and practices that have given us one of the
strongest safety records in the commercial helicopter industry.

     Our safety record has been achieved through awareness, training and
incentives. In recent years, operational control has been enhanced which has
improved systems and processes by developing programs for viewing safety from a
risk assessment/risk management/accident avoidance context.

     A key factor in enhancing our leadership position in helicopter safety is a
company-wide safety program that rewards employees who contribute to the safety
goals by working accident free. From 1995 to 2000, we averaged an NTSB accident
rate per 100,000 flight hours of 1.04 for our Gulf of Mexico operations compared
to our Gulf of Mexico competitors' average accident rate of 1.8. For the same
period, our company-wide NTSB accident rate per 100,000 flight hours was 1.22
compared to the U.S. national average rate of 8.2.

                                        46
<PAGE>

AIRCRAFT

     Certain information regarding our aircraft fleet as of March 31, 2002 is
set forth in the following table:

<Table>
<Caption>
                                                                                               APPROXIMATE
                                           NUMBER                   PASSENGER   CRUISE SPEED    RANGE(2)
MANUFACTURER                MODEL         IN FLEET      ENGINE      CAPACITY       (MPH)         (MILES)
------------           ----------------   --------   ------------   ---------   ------------   -----------
<S>                    <C>                <C>        <C>            <C>         <C>            <C>
HELICOPTERS:
Bell.................  206B-III                9     Turbine            4           120             300
Bell.................  206L-I, III, IV        80     Turbine            6           130             310
Bell.................  407                    33     Turbine            6           144             420
Bell.................  212(1)                  7     Twin Turbine      13           115             300
Bell.................  214ST(1)                4     Twin Turbine      18           155             450
Bell.................  222                     1     Twin Turbine       8           160             370
Bell.................  412(1)                 24     Twin Turbine      13           135             335
Boelkow..............  BK-117                  4     Twin Turbine       6           135             255
Boelkow..............  BO-105                 20     Twin Turbine       4           135             270
Aerospatiale.........  AS350B2                 9     Turbine            5           140             385
Aerospatiale.........  AS350B3                 4     Turbine            5           140             337
Sikorsky.............  S-76(1)                16     Twin Turbine      12           150             400
Kaman................  K-Max K-1200            1     Turbine            1           100             225
                                             ---
  Total Helicopters....................      212
                                             ---
FIXED-WING AIRCRAFT:
Beechcraft...........  King Air 200(1)         1     Turboprop          8           300           1,380
Conquest.............  Cessna 441(1)           3     Turboprop          3           330           1,000
                                             ---
  Total Fixed-Wing Aircraft............        4
                                             ---
  Total Aircraft.......................      216
                                             ---
</Table>

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

(1) Equipped to fly under instrument flight rules, or IFR. All other types
    listed can only fly under visual flight rules, or VFR.

(2) Based on maintaining a 30-minute fuel reserve.

     Of the 216 aircraft set forth in the above table, we own 114 and lease 102.
We intend to acquire substantially all of our 102 leased aircraft with a portion
of the net proceeds of the offering of our Series A notes. In addition, we
operate 19 aircraft that are owned or leased by customers that are not reflected
in the above table.

     Based on recent appraisals by HeliValue$, Inc., an independent helicopter
valuation company, the aggregate estimated resale value of the 216 aircraft that
we would have owned on an as adjusted basis as of March 31, 2002 was
approximately $231.6 million. The appraisals by HeliValue$, Inc. were conducted
using a "desktop" evaluation method in which the appraisers did not perform any
physical inspections of our fleet but instead reviewed data that we provided on
each aircraft. In addition, there were a number of assumptions underlying the
appraised resale fleet value, including, among others, (1) a willing buyer and
willing seller in an arm's-length transaction, (2) adequate time for a resale
transaction to occur, (3) more than ten years of economic and mechanical useful
life remaining for each aircraft and (4) a single aircraft resale scenario,
without a number of similar aircraft on the market at any one time.

                                        47
<PAGE>

FACILITIES

     Our principal executive offices and repair and refurbishment facility are
located on property leased from The Lafayette Airport Commission at the
Lafayette Regional Airport in Lafayette, Louisiana. The lease covers
approximately 28 acres and two buildings, with an aggregate of approximately
256,000 square feet, housing our main executive and administrative offices and
the main repair and refurbishment facility. The initial lease term for this new
facility expires in 2021. The lease includes three five-year renewal options.

     We also own an operating facility in Boothville, Louisiana. The Boothville
property has a 23,000 square-foot building, a 7,000 square-foot hanger and
landing pads for 35 helicopters.

     We also lease 11 additional bases to service the oil and gas industry
throughout the Gulf of Mexico and one base in California. Our principal leased
operating bases include:

     - Morgan City Base, Louisiana.  This base covers approximately 53 acres
       under a lease that expires in June 2003, with options to extend through
       June 30, 2013. We have built a variety of operating and maintenance
       facilities on this property, including landing pads for 46 helicopters.
       We believe that this facility is the largest commercial heliport in the
       world.

     - Intracoastal City Base, Louisiana.  This base covers approximately 18
       acres in Vermilion Parish under a lease that expires in December 2006,
       with options to extend through December 2010. We have built a variety of
       operating and maintenance facilities on this property, including landing
       pads for 45 helicopters.

     - Houma-Terrebonne Airport, Louisiana.  This base covers approximately 14
       acres and certain buildings under four leases from the Houma-Terrebonne
       Airport Commission, which will expire in August 2002. There are seven
       remaining one-year renewal options. This property has landing pads for 30
       helicopters.

     - Galveston, Texas.  This base covers approximately four acres under a
       lease that expires in 2021. This base has operating and maintenance
       facilities totaling 7,200 square feet and landing pads for 30 helicopters
       on the property.

     - Fourchon, Louisiana.  This base covers approximately eight acres under a
       lease expiring in April 2006. This property has landing pads for ten
       helicopters.

     Our other leased operating facilities in the United States are located
along the Gulf of Mexico in Louisiana at Lafayette, New Orleans, Cameron and
Lake Charles; Port O'Connor, Texas; Theodore, Alabama; and Santa Barbara,
California.

     We also operate from offshore platforms that are provided without charge by
the owners of the platforms, although in certain instances we are required to
indemnify the owners against loss in connection with our use of such facilities.

     Bases for our international and air medical operations are generally
furnished by the customers.

CUSTOMERS

     We derive a significant amount of our revenues from a small number of major
and independent oil and gas companies. Our largest customer, Shell Oil Company
and its affiliates, accounted for 15%, 12%, 13% and 17%, of our operating
revenues for the years ended December 31, 2001 and December 31, 2000, the eight
months ended December 31, 1999 and the year ended April 30, 1999, respectively.
Our largest ten customers represented approximately 54%, 47%, 47% and 46% of our
operating revenues for the same periods.

                                        48
<PAGE>

     Our global customer base includes operating subsidiaries and affiliates of
major integrated energy companies and independent oil and gas companies such as:

<Table>
<S>                                         <C>
- Shell Oil                                 - Exxon Mobil
- Unocal                                    - Noble Affiliates
- BP                                        - Dominion Resources
- Kerr-McGee                                - Newfield Exploration
- ChevronTexaco
</Table>

CONTRACTS

     We typically operate under fixed-term contracts with our customers,
including many oil and gas companies. These contracts have terms of between one
and five years. These contracts provide for payment in U.S. dollars and for a
fixed monthly payment per aircraft and additional variable payments based on the
number of revenue flight hours. In 2001, we estimate that approximately 70% of
our oil and gas-related revenues was from customer contracts. We estimate that
revenues from these contracts were approximately 48% from the fixed fee
component and 52% from the variable fee component. A substantial number of our
fixed-term contracts contain provisions permitting early termination by the
customer, although customers have rarely exercised that right historically. When
these contracts expire, we believe that we have a significant advantage in
retaining the contract based on the existing relationship with the customer,
detailed knowledge of the specific operating environment and an established base
of equipment and personnel on site.

GOVERNMENT REGULATION

     We are subject to government regulation by a number of different federal
and state agencies. Our flight operations are regulated by the FAA. Aircraft
accidents are subject to the jurisdiction of the NTSB. Standards relating to the
workplace health and safety of our employees are created and monitored through
the Occupational Safety and Health Act, or OSHA. There are a number of statutes
and regulations that govern offshore operations. We are also subject to various
federal and state environmental laws and regulations.

FAA

     As a commercial operator of helicopters, our flight and maintenance
operations are subject to regulation by the FAA pursuant to the Federal Aviation
Act of 1958. The FAA has authority to exercise jurisdiction over many aspects of
our business, including personnel, aircraft and ground facilities.

     We require an Air Taxi Certificate, granted by the FAA, to transport
personnel and property in our aircraft. This certificate contains operating
specifications that allow us to conduct our operations, but is subject to
amendment, suspension or revocation in accordance with procedures set forth in
the Federal Aviation Act. We are not required to file tariffs showing rates,
fares or other charges with the FAA.

     The FAA's regulations, as currently in effect, require that at least 75% of
our outstanding voting securities be owned or controlled by citizens of the
United States or one of its possessions, and that the president and at least
two-thirds of the members of our board of directors be United States citizens.
Our president and all of our directors are United States citizens, and our
organizational documents provide for the automatic reduction in voting power of
each share of voting common stock owned or controlled by a non-United States
citizen if necessary to comply with these regulations.

OSHA

     We are subject to OSHA and similar state statutes and regulations. We
maintain extensive safety and health policies and procedures and staff that
monitor and implement these policies and procedures. The primary functions of
our safety staff are to develop policies that meet or exceed the safety
standards set by

                                        49
<PAGE>

OSHA, train our personnel and make daily inspections to ensure compliance with
our safety policies and procedures. Personnel are required to attend
safety-training meetings at which the importance of full compliance with safety
procedures is emphasized. We believe that we meet or exceed all OSHA
requirements and that our operations do not expose our employees to unusual
health hazards.

  OTHER REGULATIONS

     We are also subject to the Communications Act of 1934 because of our
ownership and operation of a radio communications flight-following network in
the Gulf of Mexico and offshore California.

     Numerous other federal statutes and rules regulate our offshore operations
and those of our customers pursuant to which the federal government has the
ability to suspend, curtail or modify our offshore operations.

ENVIRONMENTAL MATTERS

     We are subject to federal, state and local environmental laws and
regulations that impose limitations on the discharge of pollutants into the
environment and establish standards for the treatment, storage, recycling, and
disposal of toxic and hazardous wastes. The nature of the business of operating
and maintaining helicopters requires that we use, store, and dispose of
materials that are subject to federal and state environmental regulation. Laws
protecting the environment have become more stringent in the United States and
certain other countries in recent years and may, in certain circumstances,
impose liability for environmental damage without regard to negligence or fault.
These laws also may expose us to liability for the conduct of, or condition
caused by, others or for our acts that were in compliance with all applicable
laws at the time these acts were performed. We periodically conduct
environmental site surveys at our facilities, and determine whether there is a
need for environmental remediation based on these surveys.

COMPETITION

     Our business is highly competitive in each of our markets. Many of our
contracts are awarded after competitive bidding. Factors that impact competition
include safety, reliability, price, availability and quality of service.

     We are a leading operator of helicopters in the Gulf of Mexico. There are
two major and several small competitors operating in the Gulf of Mexico market.
Certain of our customers and potential customers in the oil industry operate
their own helicopter fleets; however, oil companies traditionally contract for
most specialty services associated with offshore operations, including
helicopter services.

     In the air medical market, we compete against national firms, and there is
usually more than one competitor in each local market. Most of our customers are
independent hospitals who serve only their region. Competition in the air
medical market continues to increase.

     Our Technical Services segment competes regionally and nationally against
various small and large repair centers in the United States and Canada.
Competition has intensified with aggressive pricing and acquisition moves by
several service providers and original equipment manufacturers and their
subsidiaries.

     Our international operations primarily serve customers in the oil and gas
industry, although we do service some U.S. governmental agencies, such as the
National Science Foundation. Most of our international contracts are subject to
competitive bidding, and our primary competitors are largely the same as those
in the domestic oil and gas field.

INDUSTRY HAZARDS AND INSURANCE

     The operation of helicopters inherently involves a degree of risk. Hazards
such as aircraft accidents, collisions, fire, and adverse weather are part of
the business of providing helicopter services and may result in losses of life,
equipment and revenues. Although our safety record compares favorably to the
safety of

                                        50
<PAGE>

our competitors in the Gulf of Mexico and in comparison to the record for all
U.S. operators as reflected in industry publications, from time to time we do
have accidents that result in loss of life and equipment. Most recently, on
March 23, 2002, we suffered an accident on an offshore platform in the Gulf of
Mexico that resulted in the death of one of our pilots and the loss of one of
our helicopters. The cause of this accident has not been determined. We do not
believe that there will be any material adverse effect on our operations or
financial condition as a result of this accident.

     We maintain hull and liability insurance on our aircraft that insures us
against physical loss of, or damage to, our aircraft and against certain legal
liabilities to others. In addition, we carry war risk, expropriation,
confiscation, and nationalization insurance for our aircraft involved in
international operations. In some instances, we are covered by indemnity
agreements from our customers in lieu of, or in addition to, our insurance. Our
aircraft are not insured for loss of use. While we believe we are adequately
covered by insurance and indemnification arrangements, the loss, expropriation
or confiscation of, or severe damage to, a material number of our helicopters
could adversely affect revenues and profits.

     Customers consistently cite safety and reliability as key determinants in
selecting a provider of air transportation services. If we failed to maintain
our safety and reliability record, this failure would materially impact our
ability to attract new customers and retain current ones.

EMPLOYEES

     As of December 31, 2001, we employed a total of 1,778 persons, including
approximately 595 licensed pilots and approximately 704 aircraft maintenance and
support personnel. All pilots and aircraft maintenance personnel are required to
be licensed by regulatory authorities in the country in which they work. To
obtain a pilot's license, each pilot must complete and pass practical flight and
written examinations. In addition, IFR pilots must have passed IFR practical
flight and written examinations.

     In June 2001, our domestic pilots ratified a three-year collective
bargaining agreement between us and the Office & Professional Employees
International Union, or OPEIU. The agreement expires on May 31, 2004.

     The agreement includes provisions for automatic pilot base pay increases
and strike protection for us. Union membership for pilots hired prior to May 31,
2004 is voluntary. Currently, approximately 60% of our pilots are members of the
OPEIU.

LEGAL PROCEEDINGS

     We are involved from time to time in various claims, actions, lawsuits and
regulatory matters that have arisen in the ordinary course of our business. We
do not expect that the ultimate resolution of any pending matters will have a
material adverse effect on our financial condition or profitability.

                            DESCRIPTION OF THE NOTES

     As used below in this "Description of the notes" section, the term "Notes"
means the Series B notes and the term "ISSUER" means Petroleum Helicopters,
Inc., a Louisiana corporation, and its successors, but not any of its
subsidiaries. The Series A notes were issued and the Notes will be issued under
an Indenture, dated as of April 23, 2002 (the "INDENTURE"), among the Issuer,
the Guarantors and The Bank of New York, as trustee (the "TRUSTEE"). The terms
of the Notes include those set forth in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act. You may obtain a copy of the
Indenture from the Issuer at its address set forth elsewhere in this prospectus.

     The following is a summary of the material terms and provisions of the
Notes. The following summary does not purport to be a complete description of
the Notes and is subject to the detailed provisions of, and qualified in its
entirety by reference to, the Indenture. You can find definitions of certain
terms used in this description under the heading "-- Certain definitions."

                                        51
<PAGE>

PRINCIPAL, MATURITY AND INTEREST

     The Notes will mature on May 1, 2009. The Notes will bear interest at the
rate 9 3/8% per year, payable on May 1 and November 1 of each year, commencing
on November 1, 2002, to Holders of record at the close of business on April 15
or October 15, as the case may be, immediately preceding the relevant interest
payment date. Interest on the Notes will be computed on the basis of a 360-day
year of twelve 30-day months.

     The Notes will be issued in registered form, without coupons, and in
denominations of $1,000 and integral multiples of $1,000.

     An aggregate principal amount of Notes equal to $200.0 million is being
offered in exchange for the old notes. The Issuer may issue additional Notes of
up to $275.0 million aggregate principal amount having identical terms and
conditions to the Notes being issued in the exchange offer (the "ADDITIONAL
NOTES"), subject to compliance with the covenant described under "-- Certain
Covenants -- Limitations on Additional Indebtedness." Any Additional Notes will
be part of the same issue as the Notes being issued in the exchange offer and
will vote on all matters as one class with the Notes being issued in the
exchange offer. For purposes of this "Description of the notes," except for the
covenant described under "-- Certain Covenants -- Limitations on Additional
Indebtedness," references to the Notes include Additional Notes, if any.

METHODS OF RECEIVING PAYMENTS ON THE NOTES

     If a Holder has given wire transfer instructions to the Issuer at least ten
Business Days prior to the applicable payment date, the Issuer will make all
payments on such Holder's Notes by wire transfer of immediately available funds
to the account specified in those instructions. Otherwise, payments on the Notes
will be made at the office or agency of the paying agent (the "PAYING AGENT")
and registrar (the "REGISTRAR") for the Notes within the City and State of New
York unless the Issuer elects to make interest payments by check mailed to the
Holders at their addresses set forth in the register of Holders.

GENERAL

     The Series A notes and the Series B notes will constitute a single class of
debt securities under the Indenture. If the exchange offer is completed, holders
of Series A notes who do not exchange their Series A notes for Series B notes
will vote together with holders of the Series B notes for all relevant purposes
under the Indenture. In that regard, the Indenture requires that certain actions
by holders, including acceleration following an event of default, must be taken,
and certain rights must be exercised, by specified minimum percentages of the
aggregate principal amount of the outstanding securities issued under the
Indenture. In determining whether the required holders have given any notice,
consent or waiver or taken any other action permitted under the Indenture, any
Series A notes that remain outstanding after the exchange offer will be
aggregated with the Series B notes, and the holders of the Series A notes and
the Series B notes will vote together as a single series. All references in this
prospectus to specified percentages in aggregate principal amount of the notes
means, at any time after the exchange offer is completed, the percentages in
aggregate principal amount of the Series A notes and the Series B notes
collectively then outstanding.

RANKING

     The Notes will be general unsecured obligations of the Issuer. The Notes
will rank senior in right of payment to all future obligations of the Issuer
that are, by their terms, expressly subordinated in right of payment to the
Notes and pari passu in right of payment with all existing and future unsecured
obligations of the Issuer that are not so subordinated. Each Note Guarantee (as
defined below) will be a general unsecured obligation of the Guarantor thereof
and will rank senior in right of payment to all future obligations of such
Guarantor that are, by their terms, expressly subordinated in right of payment
to such Note Guarantee and pari passu in right of payment with all existing and
future unsecured obligations of such Guarantor that are not so subordinated.
                                        52
<PAGE>

     The Notes and each Note Guarantee will be effectively subordinated to
secured Indebtedness of the Issuer and the applicable Guarantor to the extent of
the value of the assets securing such Indebtedness. As of the Issue Date, the
Credit Agreement will be secured by all of the accounts receivable and inventory
(and related assets) of the Issuer and the Guarantors.

     The Notes will also be effectively subordinated to all existing and future
obligations, including Indebtedness, of any Subsidiaries that are not
Guarantors. Claims of creditors of these Subsidiaries, including trade
creditors, will generally have priority as to the assets of these Subsidiaries
over the claims of the Issuer and the holders of the Issuer's Indebtedness,
including the Notes.

     On an as adjusted basis as of December 31, 2001, the Issuer would have had
$50.0 million of undrawn borrowings available under the Credit Agreement.
Although the Indenture contains limitations on the amount of additional secured
Indebtedness that the Issuer and the Restricted Subsidiaries may incur, under
certain circumstances, the amount of this Indebtedness could be substantial. See
"-- Certain Covenants -- Limitations on Additional Indebtedness" and
"-- Limitations on Liens."

NOTE GUARANTEES

     The Issuer's obligations under the Notes and the Indenture will be jointly
and severally guaranteed (the "NOTE GUARANTEES") by each Restricted Subsidiary
(other than any Foreign Subsidiary).

     Not all of our Subsidiaries will guarantee the Notes. Unrestricted
Subsidiaries and Foreign Subsidiaries will not be Guarantors. In the event of a
bankruptcy, liquidation or reorganization of any of these non-guarantor
Subsidiaries, these non-guarantor Subsidiaries will pay the holders of their
debts and their trade creditors before they will be able to distribute any of
their assets to us.

     As of the date of the Indenture, all of our operating Subsidiaries will be
"Restricted Subsidiaries." However, under the circumstances described below
under the subheading "-- Certain Covenants -- Designation of Unrestricted
Subsidiaries," the Issuer will be permitted to designate some of our
Subsidiaries as "Unrestricted Subsidiaries." The effect of designating a
Subsidiary as an "Unrestricted Subsidiary" will be:

     - an Unrestricted Subsidiary will not be subject to many of the restrictive
       covenants in the Indenture;

     - a Subsidiary that has previously been a Guarantor and that is designated
       an Unrestricted Subsidiary will be released from its Note Guarantee; and

     - the assets, income, cash flow and other financial results of an
       Unrestricted Subsidiary will not be consolidated with those of the Issuer
       for purposes of calculating compliance with the restrictive covenants
       contained in the Indenture.

     The obligations of each Subsidiary Guarantor under its Note Guarantee will
be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor (including,
without limitation, any guarantees under the Credit Agreement permitted under
clause (1) of "-- Certain Covenants -- Limitations on Additional Indebtedness")
and after giving effect to any collections from or payments made by or on behalf
of any other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution
obligations under the Indenture, result in the obligations of such Subsidiary
Guarantor under its Note Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under applicable federal, state or foreign law. Each
Subsidiary Guarantor that makes a payment for distribution under its Note
Guarantee is entitled to a contribution from each other Subsidiary Guarantor in
a pro rata amount based on adjusted net assets of each Subsidiary Guarantor.

     In the event of a sale or other disposition of all of the assets of any
Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all of the Equity Interests of any Subsidiary Guarantor
then held by the Issuer and the Restricted Subsidiaries, then that Subsidiary
Guarantor will be released and relieved of any obligations under its Note
Guarantee; provided that the Net Available Proceeds of such sale or other
disposition are applied in accordance with the applicable
                                        53
<PAGE>

provisions of the Indenture, to the extent required thereby. See "-- Certain
Covenants -- Limitations on Asset Sales" and "-- Limitation on Mergers,
Consolidations, Etc." In addition, the Indenture provides that any Subsidiary
Guarantor that is designated as an Unrestricted Subsidiary or that otherwise
ceases to be a Subsidiary Guarantor, in each case in accordance with the
provisions of the Indenture, will be released from its Note Guarantee upon
effectiveness of such designation or when it first ceases to be a Restricted
Subsidiary, as the case may be.

OPTIONAL REDEMPTION

     Except as set forth below, the Notes may not be redeemed prior to May 1,
2006. At any time on or after May 1, 2006, the Issuer, at its option, may redeem
the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below, together with accrued and
unpaid interest thereon, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), if redeemed during the 12-month period
beginning May 1 of the years indicated:

<Table>
<Caption>
                                                                  OPTIONAL
YEAR                                                          REDEMPTION PRICE
----                                                          ----------------
<S>                                                           <C>
2006........................................................      104.688%
2007........................................................      102.344%
2008........................................................      100.000%
</Table>

REDEMPTION WITH PROCEEDS FROM EQUITY OFFERINGS

     At any time prior to May 1, 2005, the Issuer may redeem up to 35% of the
aggregate principal amount of the Notes with the net cash proceeds of one or
more Qualified Equity Offerings at a redemption price equal to 109.375% of the
principal amount of the Notes to be redeemed, plus accrued and unpaid interest
thereon, if any, to the date of redemption (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date); provided that (1) at least 65% of the aggregate
principal amount of Notes issued under the Indenture remains outstanding
immediately after the occurrence of such redemption and (2) the redemption
occurs within 90 days of the date of the closing of any such Qualified Equity
Offering.

SELECTION AND NOTICE OF REDEMPTION

     In the event that less than all of the Notes are to be redeemed at any time
pursuant to an optional redemption, selection of the Notes for redemption will
be made by the Trustee in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not then listed on a national security exchange, 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 a principal amount of $1,000 or less shall
be redeemed in part. In addition, if a partial redemption is made pursuant to
the provisions described in the second paragraph under "-- Optional
Redemption -- Redemption with Proceeds from Equity Offerings," selection of the
Notes or portions thereof for redemption shall be made by the Trustee only on a
pro rata basis or on as nearly a pro rata basis as is practicable (subject to
the procedures of The Depository Trust Company), unless that method is otherwise
prohibited.

     Notice of redemption will be mailed by first-class mail at least 30 but not
more than 60 days before the date of redemption to each Holder of Notes to be
redeemed at its registered address. If any Note is to be redeemed in part only,
the notice of redemption that relates to that Note will state the portion of the
principal amount of the Note to be redeemed. A new Note in a principal amount
equal to the unredeemed portion of the Note will be issued in the name of the
Holder of the Note upon cancellation of the original Note. On and after the date
of redemption, interest will cease to accrue on Notes or portions thereof called
for redemption so long as the Issuer has deposited with the paying agent for the
Notes funds in satisfaction of the redemption price (including accrued and
unpaid interest on the Notes to be redeemed) pursuant to the Indenture unless
the Issuer defaults in making such redemption payment.

                                        54
<PAGE>

CHANGE OF CONTROL

     Upon the occurrence of any Change of Control, each Holder will have the
right to require that the Issuer purchase that Holder's Notes for a cash price
(the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the principal amount
of the Notes to be purchased, plus accrued and unpaid interest thereon, if any,
to the date of purchase.

     Within 30 days following any Change of Control, the Issuer will mail, or
caused to be mailed, to the Holders a notice:

          (1) describing the transaction or transactions that constitute the
     Change of Control;

          (2) offering to purchase, pursuant to the procedures required by the
     Indenture and described in the notice (a "Change of Control Offer"), on a
     date specified in the notice (which shall be a Business Day not earlier
     than 30 days nor later than 60 days from the date the notice is mailed) and
     for the Change of Control Purchase Price, all Notes properly tendered by
     such Holder pursuant to such Change of Control Offer; and

          (3) describing the procedures that Holders must follow to accept the
     Change of Control Offer. The Change of Control Offer is required to remain
     open for at least 20 Business Days or for such longer period as is required
     by law.

     The Issuer will publicly announce the results of the Change of Control
Offer on or as soon as practicable after the date of purchase.

     If a Change of Control Offer is made, there can be no assurance that the
Issuer will have available funds sufficient to pay for all or any of the Notes
that might be delivered by Holders seeking to accept the Change of Control
Offer. Future indebtedness that we may incur may contain prohibitions on the
occurrence of certain events that would constitute a Change of Control or
require the repurchase of such indebtedness upon a Change of Control. Moreover,
the exercise by the Holders of their right to require us to repurchase the Notes
could cause a default under such indebtedness, even if the Change of Control
itself does not, due to the financial effect of such repurchase on us. In
addition, we cannot assure you that in the event of a Change of Control the
Issuer will be able to obtain the consents necessary to consummate a Change of
Control Offer from the lenders under agreements governing outstanding
Indebtedness which may prohibit the offer. Finally, our ability to pay cash to
the holders of Notes following the occurrence of a Change of Control may be
limited by our then existing financial resources. There can be no assurance that
sufficient funds will be available when necessary to make any required
repurchases.

     The provisions described above that require us to make a Change of Control
Offer following a Change of Control will be applicable regardless of whether any
other provisions of the Indenture are applicable.

     The Issuer's obligation to make a Change of Control Offer will be satisfied
if a third party makes the Change of Control Offer in the manner and at the
times and otherwise in compliance in all material respects with the requirements
applicable to a Change of Control Offer made by the Issuer and purchases all
Notes properly tendered and not withdrawn under the Change of Control Offer.

     With respect to any disposition of assets, the phrase "all or substantially
all" as used in the Indenture (including as set forth under "-- Certain
Covenants -- Limitations on Mergers, Consolidations, Etc." below) varies
according to the facts and circumstances of the subject transaction, has no
clearly established meaning under New York law (which governs the Indenture) and
is subject to judicial interpretation. Accordingly, in certain circumstances
there may be a degree of uncertainty in ascertaining whether a particular
transaction would involve a disposition of "all or substantially all" of the
assets of the Issuer, and therefore it may be unclear as to whether a Change of
Control has occurred and whether the Holders have the right to require the
Issuer to purchase Notes.

     The Issuer will comply with applicable tender offer rules, including the
requirements of Rule 14e-1 under the Exchange Act and any other applicable laws
and regulations in connection with the purchase of

                                        55
<PAGE>

Notes pursuant to a Change of Control Offer. To the extent that the provisions
of any securities laws or regulations conflict with the "Change of Control"
provisions of the Indenture, the Issuer shall comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the "Change of Control" provisions of the Indenture by virtue
of this compliance.

CERTAIN COVENANTS

     The Indenture will contain, among others, the following covenants:

LIMITATIONS ON ADDITIONAL INDEBTEDNESS

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, incur any Indebtedness; provided that the Issuer or any
Guarantor may incur additional Indebtedness if, after giving effect thereto, the
Consolidated Interest Coverage Ratio would be at least 2.25 to 1.00 (the
"COVERAGE RATIO EXCEPTION").

     Notwithstanding the above, each of the following shall be permitted (the
"PERMITTED INDEBTEDNESS"):

          (1) Indebtedness of the Issuer and any Guarantor under the Credit
     Agreement in an aggregate amount at any time outstanding not to exceed the
     greater of (x) $50.0 million, less the aggregate amount of Net Available
     Proceeds applied to repayments under the Credit Agreement in accordance
     with the covenant described under "-- Limitations on Asset Sales," and (y)
     80% of the book value of the accounts receivable plus 50% of the book value
     of inventory of the Issuer and the Restricted Subsidiaries, calculated on a
     consolidated basis and in accordance with GAAP;

          (2) the Notes issued on the Issue Date and the Note Guarantees;

          (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the
     extent outstanding on the Issue Date (other than Indebtedness referred to
     in clauses (1) and (2) above, and after giving effect to the intended use
     of proceeds of the old notes);

          (4) Indebtedness under Hedging Obligations; provided that (a) such
     Hedging Obligations relate to payment obligations on Indebtedness otherwise
     permitted to be incurred by this covenant, and (b) the notional principal
     amount of such Hedging Obligations at the time incurred does not exceed the
     principal amount of the Indebtedness to which such Hedging Obligations
     relate;

          (5) Indebtedness of the Issuer owed to a Restricted Subsidiary and
     Indebtedness of any Restricted Subsidiary owed to the Issuer or any other
     Restricted Subsidiary; provided, however, that upon any such Restricted
     Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being
     owed to any Person other than the Issuer or a Restricted Subsidiary, the
     Issuer or such Restricted Subsidiary, as applicable, shall be deemed to
     have incurred Indebtedness not permitted by this clause (5);

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

          (7) Purchase Money Indebtedness incurred by the Issuer or any
     Restricted Subsidiary, and Refinancing Indebtedness thereof, in an
     aggregate amount not to exceed at any time outstanding the greater of (a)
     $20.0 million and (b) 15% of the net book value of the aircraft owned by
     the Issuer and the Restricted Subsidiaries;

          (8) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (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;

                                        56
<PAGE>

          (9) Indebtedness arising in connection with endorsement of instruments
     for deposit in the ordinary course of business;

          (10) Refinancing Indebtedness with respect to Indebtedness incurred
     pursuant to the Coverage Ratio Exception or clause (2) or (3) above; and

          (11) Indebtedness of the Issuer or any Restricted Subsidiary in an
     aggregate amount not to exceed $15.0 million at any time outstanding.

     For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (1) through (11) above
or is entitled to be incurred pursuant to the Coverage Ratio Exception, the
Issuer shall, in its sole discretion, classify or later reclassify such item of
Indebtedness and may divide and classify or later reclassify such Indebtedness
in more than one of the types of Indebtedness described, except that
Indebtedness incurred under the Credit Agreement on the Issue Date shall be
deemed to have been incurred under clause (1) above.

LIMITATIONS ON LAYERING INDEBTEDNESS

     The Issuer will not, and will not permit any Guarantor to, directly or
indirectly, incur any Indebtedness that is or purports to be by its terms (or by
the terms of any agreement governing such Indebtedness) subordinated to any
other Indebtedness of the Issuer or of such Guarantor, as the case may be,
unless such Indebtedness is also by its terms (or by the terms of any agreement
governing such Indebtedness) made expressly subordinate to the Notes or the Note
Guarantee of such Guarantor, to the same extent and in the same manner as such
Indebtedness is subordinated to such other Indebtedness of the Issuer or such
Guarantor, as the case may be.

LIMITATIONS ON RESTRICTED PAYMENTS

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, make any Restricted Payment if at the time of such
Restricted Payment:

          (1) a Default shall have occurred and be continuing or shall occur as
     a consequence thereof;

          (2) the Issuer cannot incur $1.00 of additional Indebtedness pursuant
     to the Coverage Ratio Exception; or

          (3) the amount of such Restricted Payment, when added to the aggregate
     amount of all other Restricted Payments made after the Issue Date (other
     than Restricted Payments made pursuant to clause (2), (3), (4) or (5) of
     the next paragraph), exceeds the sum (the "Restricted Payments Basket") of
     (without duplication):

             (a) 50% of Consolidated Net Income for the period (taken as one
        accounting period) commencing on the first day of the first full fiscal
        quarter commencing after the Issue Date to and including the last day of
        the fiscal quarter ended immediately prior to the date of such
        calculation for which consolidated financial statements are available
        (or, if such Consolidated Net Income shall be a deficit, minus 100% of
        such aggregate deficit), plus

             (b) 100% of the aggregate net cash proceeds received by the Issuer
        either (x) as contributions to the common equity of the Issuer after the
        Issue Date or (y) from the issuance and sale of Qualified Equity
        Interests after the Issue Date, other than any such proceeds which are
        used to redeem Notes in accordance with "-- Optional
        Redemption -- Redemption with Proceeds from Equity Offerings," plus

             (c) the aggregate amount by which Indebtedness incurred by the
        Issuer or any Restricted Subsidiary subsequent to the Issue Date is
        reduced on the Issuer's balance sheet upon the conversion or exchange
        (other than by a Subsidiary of the Issuer) into Qualified Equity
        Interests

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        (less the amount of any cash, or the fair value of assets, distributed
        by the Issuer or any Restricted Subsidiary upon such conversion or
        exchange), plus

             (d) in the case of the disposition or repayment of or return on any
        Investment that was treated as a Restricted Payment made after the Issue
        Date, an amount (to the extent not included in the computation of
        Consolidated Net Income) equal to the lesser of (i) the return of
        capital with respect to such Investment and (ii) the amount of such
        Investment that was treated as a Restricted Payment, in either case,
        less the cost of the disposition of such Investment and net of taxes,
        plus

             (e) upon a Redesignation of an Unrestricted Subsidiary as a
        Restricted Subsidiary, the lesser of (i) the Fair Market Value of the
        Issuer's proportionate interest in such Subsidiary immediately following
        such Redesignation, and (ii) the aggregate amount of the Issuer's
        Investments in such Subsidiary to the extent such Investments reduced
        the Restricted Payments Basket and were not previously repaid or
        otherwise reduced.

     The foregoing provisions will not prohibit:

          (1) the payment by the Issuer or any Restricted Subsidiary of any
     dividend within 60 days after the date of declaration thereof, if on the
     date of declaration the payment would have complied with the provisions of
     the Indenture;

          (2) the redemption of any Equity Interests of the Issuer or any
     Restricted Subsidiary in exchange for, or out of the proceeds of the
     substantially concurrent issuance and sale of, Qualified Equity Interests;

          (3) the redemption of Subordinated Indebtedness of the Issuer or any
     Restricted Subsidiary (a) in exchange for, or out of the proceeds of the
     substantially concurrent issuance and sale of, Qualified Equity Interests
     or (b) in exchange for, or out of the proceeds of the substantially
     concurrent incurrence of, Refinancing Indebtedness permitted to be incurred
     under the "Limitations on Additional Indebtedness" covenant and the other
     terms of the Indenture;

          (4) the redemption of Equity Interests of the Issuer held by officers,
     directors or employees or former officers, directors or employees (or their
     transferees, estates or beneficiaries under their estates), upon their
     death, disability, retirement, severance or termination of employment or
     service; provided that the aggregate cash consideration paid for all such
     redemptions shall not exceed $1.0 million during any calendar year; or

          (5) repurchases of Equity Interests deemed to occur upon the exercise
     of stock options if the Equity Interests represents a portion of the
     exercise price thereof;

provided that (a) in the case of any Restricted Payment pursuant to clause (3)
above, no Default shall have occurred and be continuing or occur as a
consequence thereof and (b) no issuance and sale of Qualified Equity Interests
pursuant to clause (2) or (3) above shall increase the Restricted Payments
Basket.

LIMITATIONS ON DIVIDEND AND OTHER RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or consensual restriction on the ability of
any Restricted Subsidiary to:

          (a) pay dividends or make any other distributions on or in respect of
     its Equity Interests;

          (b) make loans or advances or pay any Indebtedness or other obligation
     owed to the Issuer or any other Restricted Subsidiary; or

          (c) transfer any of its assets to the Issuer or any other Restricted
     Subsidiary;

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except for:

          (1) encumbrances or restrictions existing under or by reason of
     applicable law;

          (2) encumbrances or restrictions existing under the Indenture, the
     Notes and the Note Guarantees;

          (3) non-assignment provisions of any contract, license or any lease
     entered into in the ordinary course of business;

          (4) encumbrances or restrictions existing under agreements existing on
     the date of the Indenture (including, without limitation, the Credit
     Agreement) as in effect on that date;

          (5) restrictions on the transfer of assets subject to any Lien
     permitted under the Indenture imposed by the holder of such Lien;

          (6) restrictions on the transfer of assets imposed under any agreement
     to sell such assets permitted under the Indenture to any Person pending the
     closing of such sale;

          (7) any instrument governing Acquired Indebtedness, which encumbrance
     or restriction is not applicable to any Person, or the properties or assets
     of any Person, other than the Person or the properties or assets of the
     Person so acquired;

          (8) any other agreement governing Indebtedness entered into after the
     Issue Date that contains encumbrances and restrictions taken as a whole
     that are not materially more restrictive with respect to any Restricted
     Subsidiary than those in effect on the Issue Date with respect to that
     Restricted Subsidiary pursuant to agreements in effect on the Issue Date
     (including the Indenture and the Credit Agreement);

          (9) customary provisions in partnership agreements, limited liability
     company organizational governance documents, joint venture agreements and
     other similar agreements entered into in the ordinary course of business
     that restrict the transfer of ownership interests in such partnership,
     limited liability company, joint venture or similar Person;

          (10) Purchase Money Indebtedness incurred in compliance with the
     covenant described under "-- Limitations on Additional Indebtedness" that
     impose restrictions of the nature described in clause (c) above on the
     assets acquired;

          (11) encumbrances or restrictions applicable only to a Foreign
     Subsidiary;

          (12) any encumbrances or restrictions imposed by any amendments,
     refinancings and replacements of the contracts, instruments or obligations
     referred to in clauses (1) through (10) above; provided that such
     amendments or refinancings are, in the good faith judgment of the Issuer's
     Board of Directors, no more materially restrictive with respect to such
     encumbrances and restrictions than those prior to such amendment or
     refinancing; and

          (13) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business.

LIMITATIONS ON TRANSACTIONS WITH AFFILIATES

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, in one transaction or a series of related transactions,
sell, lease, transfer or otherwise dispose of any of its assets to, or purchase
any assets from, or enter into any contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (an "AFFILIATE
TRANSACTION"), unless:

          (1) such Affiliate Transaction is on terms that are no less favorable
     to the Issuer or the relevant Restricted Subsidiary than those that would
     have been obtained in a comparable transaction at such time on an
     arm's-length basis by the Issuer or that Restricted Subsidiary from a
     Person that is not an Affiliate of the Issuer or that Restricted
     Subsidiary; and

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<PAGE>

          (2) the Issuer delivers to the Trustee:

             (a) with respect to any Affiliate Transaction involving aggregate
        value in excess of $5.0 million, an Officers' Certificate certifying
        that such Affiliate Transaction complies with clause (1) above and a
        Secretary's Certificate which sets forth and authenticates a resolution
        that has been adopted by the Independent Directors approving such
        Affiliate Transaction; and

             (b) with respect to any Affiliate Transaction involving aggregate
        value of $10.0 million or more, the certificates described in the
        preceding clause (a) and a written opinion as to the fairness of such
        Affiliate Transaction to the Issuer or such Restricted Subsidiary from a
        financial point of view issued by an Independent Financial Advisor.

     The foregoing restrictions shall not apply to:

          (1) transactions exclusively between or among (a) the Issuer and one
     or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided,
     in each case, that no Affiliate of the Issuer (other than another
     Restricted Subsidiary) owns Equity Interests of any such Restricted
     Subsidiary;

          (2) reasonable director, officer and employee compensation (including
     bonuses) and other benefits (including retirement, health, stock option and
     other benefit plans) and indemnification arrangements;

          (3) the entering into of a tax sharing agreement, or payments pursuant
     thereto, between the Issuer and/or one or more Subsidiaries, on the one
     hand, and any other Person with which the Issuer or such Subsidiaries are
     required or permitted to file a consolidated tax return or with which the
     Issuer or such Subsidiaries are part of a consolidated group for tax
     purposes, on the other hand, which payments by the Issuer and the
     Restricted Subsidiaries are not in excess of the tax liabilities that would
     have been payable by them on a stand-alone basis;

          (4) loans and advances permitted by clause (3) of the definition of
     "Permitted Investments";

          (5) Restricted Payments which are made in accordance with the covenant
     described under "-- Limitations on Restricted Payments"; or

          (6) any transaction with an Affiliate where the only consideration
     paid by the Issuer or any Restricted Subsidiary is Qualified Equity
     Interests.

LIMITATIONS ON LIENS

     The Issuer shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, assume or permit or suffer to exist any
Lien of any nature whatsoever against (other than Permitted Liens) any assets of
the Issuer or any Guarantor (including Equity Interests of a Restricted
Subsidiary), whether owned at the Issue Date or thereafter acquired, or any
proceeds therefrom, or assign or otherwise convey any right to receive income or
profits therefrom, unless contemporaneously therewith:

          (1) in the case of any Lien securing an obligation that ranks pari
     passu with the Notes or a Note Guarantee, effective provision is made to
     secure the Notes or such Note Guarantee, as the case may be, at least
     equally and ratably with or prior to such obligation with a Lien on the
     same collateral; and

          (2) in the case of any Lien securing an obligation that is
     subordinated in right of payment to the Notes or a Note Guarantee,
     effective provision is made to secure the Notes or such Note Guarantee, as
     the case may be, with a Lien on the same collateral that is prior to the
     Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

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<PAGE>

LIMITATIONS ON ASSET SALES

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, consummate any Asset Sale unless:

          (1) the Issuer or such Restricted Subsidiary receives consideration at
     the time of such Asset Sale at least equal to the Fair Market Value of the
     assets included in such Asset Sale; and

          (2) at least 75% of the total consideration received in such Asset
     Sale consists of cash or Cash Equivalents.

     For purposes of clause (2), the following shall be deemed to be cash:

          (a) the amount (without duplication) of any Indebtedness (other than
     Subordinated Indebtedness) of the Issuer or such Restricted Subsidiary that
     is expressly assumed by the transferee in such Asset Sale and with respect
     to which the Issuer or such Restricted Subsidiary, as the case may be, is
     unconditionally released by the holder of such Indebtedness,

          (b) the amount of any obligations received from such transferee that
     are within 30 days converted by the Issuer or such Restricted Subsidiary to
     cash (to the extent of the cash actually so received), and

          (c) the Fair Market Value of any assets (other than securities)
     received by the Issuer or any Restricted Subsidiary to be used by it in the
     Permitted Business.

     If at any time any non-cash consideration received by the Issuer or any
Restricted Subsidiary of the Issuer, as the case may be, in connection with any
Asset Sale is repaid or converted into or sold or otherwise disposed of for cash
(other than interest received with respect to any such non-cash consideration),
then the date of such repayment, conversion or disposition shall be deemed to
constitute the date of an Asset Sale hereunder and the Net Available Proceeds
thereof shall be applied in accordance with this covenant.

     If the Issuer or any Restricted Subsidiary engages in an Asset Sale, the
Issuer or such Restricted Subsidiary shall, no later than 365 days following the
consummation thereof, apply all or any of the Net Available Proceeds therefrom
(or enter into a definitive agreement for such application within such 365-day
period, provided that such capital expenditure or purchase is closed within 90
days after the end of such 365-day period) to:

          (1) satisfy all mandatory repayment obligations under the Credit
     Agreement arising by reason of such Asset Sale;

          (2) repay any Indebtedness which was secured by assets of the Company
     or a Restricted Subsidiary;

          (3) invest all or any part of the Net Available Proceeds thereof in
     the purchase of assets (other than securities) to be used by the Issuer or
     any Restricted Subsidiary in the Permitted Business; and/or

          (4) if such Asset Sale was consummated by a Foreign Subsidiary, repay
     any Indebtedness of such Foreign Subsidiary.

     Pending the final application of any such Net Available Proceeds, the
Issuer or a Restricted Subsidiary may temporarily reduce revolving credit
borrowings or otherwise invest such Net Available Proceeds in any manner that is
not prohibited by the Indenture.

     The amount of Net Available Proceeds not applied or invested as provided in
the second preceding paragraph will constitute "EXCESS PROCEEDS."

     When the aggregate amount of Excess Proceeds equals or exceeds $10.0
million, the Issuer will be required to make an offer to purchase from all
Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu
Indebtedness of the Issuer the provisions of which require the Issuer to redeem
such
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Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an
aggregate principal amount of Notes and such Pari Passu Indebtedness equal to
the amount of such Excess Proceeds as follows:

          (1) the Issuer will (a) make an offer to purchase (a "NET PROCEEDS
     OFFER") to all Holders in accordance with the procedures set forth in the
     Indenture, and (b) redeem (or make an offer to do so) any such other Pari
     Passu Indebtedness, pro rata in proportion to the respective principal
     amounts of the Notes and such other Indebtedness required to be redeemed,
     the maximum principal amount of Notes and Pari Passu Indebtedness that may
     be redeemed out of the amount (the "PAYMENT AMOUNT") of such Excess
     Proceeds;

          (2) the offer price for the Notes will be payable in cash in an amount
     equal to 100% of the principal amount of the Notes tendered pursuant to a
     Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to
     the date such Net Proceeds Offer is consummated (the "OFFERED PRICE"), in
     accordance with the procedures set forth in the Indenture and the
     redemption price for such Pari Passu Indebtedness (the "PARI PASSU
     INDEBTEDNESS PRICE") shall be as set forth in the related documentation
     governing such Indebtedness;

          (3) if the aggregate Offered Price of Notes validly tendered and not
     withdrawn by Holders thereof exceeds the pro rata portion of the Payment
     Amount allocable to the Notes, Notes to be purchased will be selected on a
     pro rata basis; and

          (4) upon completion of such Net Proceeds Offer in accordance with the
     foregoing provisions, the amount of Excess Proceeds with respect to which
     such Net Proceeds Offer was made shall be deemed to be zero.

     To the extent that the sum of the aggregate Offered Price of Notes tendered
pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price
paid to the holders of such Pari Passu Indebtedness is less than the Payment
Amount relating thereto (such shortfall constituting a "NET PROCEEDS
DEFICIENCY"), the Issuer may use the Net Proceeds Deficiency, or a portion
thereof, for general corporate purposes, subject to the provisions of the
Indenture.

     In the event of the transfer of substantially all (but not all) of the
assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person
in a transaction covered by and effected in accordance with the covenant
described under "-- Limitations on Mergers, Consolidations, Etc.," the successor
corporation shall be deemed to have sold for cash at Fair Market Value the
assets of the Issuer and the Restricted Subsidiaries not so transferred for
purposes of this covenant, and shall comply with the provisions of this covenant
with respect to such deemed sale as if it were an Asset Sale (with such Fair
Market Value being deemed to be Net Available Proceeds for such purpose).

     The Issuer will comply with applicable tender offer rules, including the
requirements of Rule 14e-1 under the Exchange Act and any other applicable laws
and regulations in connection with the purchase of Notes pursuant to a Net
Proceeds Offer. To the extent that the provisions of any securities laws or
regulations conflict with the "Limitations on Asset Sales" provisions of the
Indenture, the Issuer shall comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
"Limitations on Asset Sales" provisions of the Indenture by virtue of this
compliance.

LIMITATIONS ON DESIGNATION OF UNRESTRICTED SUBSIDIARIES

     The Issuer may designate any Subsidiary of the Issuer as an "Unrestricted
Subsidiary" under the Indenture (a "DESIGNATION") only if:

          (1) no Default shall have occurred and be continuing at the time of or
     after giving effect to such Designation; and

          (2) the Issuer would be permitted to make, at the time of such
     Designation, (a) a Permitted Investment or (b) an Investment pursuant to
     the first paragraph of "-- Limitations on Restricted

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<PAGE>

     Payments" above, in either case, in an amount (the "DESIGNATION AMOUNT")
     equal to the Fair Market Value of the Issuer's proportionate interest in
     such Subsidiary on such date.

     No Subsidiary shall be Designated as an "Unrestricted Subsidiary" unless
such Subsidiary:

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

          (2) is not party to any agreement, contract, arrangement or
     understanding with the Issuer or any Restricted Subsidiary unless the terms
     of the agreement, contract, arrangement or understanding are no less
     favorable to the Issuer or the Restricted Subsidiary than those that might
     be obtained at the time from Persons who are not Affiliates;

          (3) is a Person with respect to which neither the Issuer nor any
     Restricted Subsidiary has any direct or indirect obligation (a) to
     subscribe for additional Equity Interests or (b) to maintain or preserve
     the Person's financial condition or to cause the Person to achieve any
     specified levels of operating results; and

          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Issuer or any Restricted
     Subsidiary, except for any guarantee given solely to support the pledge by
     the Issuer or any Restricted Subsidiary of the Equity Interests of such
     Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or
     any Restricted Subsidiary, and except to the extent the amount thereof
     constitutes a Restricted Payment permitted pursuant to the covenant
     described under "-- Limitations on Restricted Payments."

     If, at any time, any Unrestricted Subsidiary fails to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of
the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be
incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is
not permitted to be incurred under the covenant described under "-- Limitations
on Additional Indebtedness" or the Lien is not permitted under the covenant
described under "-- Limitations on Liens," the Issuer shall be in default of the
applicable covenant.

     The Issuer may redesignate an Unrestricted Subsidiary as a Restricted
Subsidiary (a "REDESIGNATION") only if:

          (1) no Default shall have occurred and be continuing at the time of
     and after giving effect to such Redesignation; and

          (2) all Liens, Indebtedness and Investments of such Unrestricted
     Subsidiary outstanding immediately following such Redesignation would, if
     incurred or made at such time, have been permitted to be incurred or made
     for all purposes of the Indenture.

     All Designations and Redesignations must be evidenced by resolutions of the
Board of Directors of the Issuer, delivered to the Trustee certifying compliance
with the foregoing provisions.

LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into any Sale and Leaseback Transaction; provided
that the Issuer or any Restricted Subsidiary may enter into a Sale and Leaseback
Transaction if:

          (1) the Issuer or such Restricted Subsidiary could have (a) incurred
     the Indebtedness attributable to such Sale and Leaseback Transaction
     pursuant to the covenant described under "-- Limitations on Additional
     Indebtedness" and (b) incurred a Lien to secure such Indebtedness without
     equally and ratably securing the Notes pursuant to the covenant described
     under "-- Limitations on Liens";

          (2) the gross cash proceeds of such Sale and Leaseback Transaction are
     at least equal to the Fair Market Value of the asset that is the subject of
     such Sale and Leaseback Transaction; and

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          (3) the transfer of assets in such Sale and Leaseback Transaction is
     permitted by, and the Issuer or the applicable Restricted Subsidiary
     applies the proceeds of such transaction in accordance with, the covenant
     described under "-- Limitations on Asset Sales."

LIMITATIONS ON THE ISSUANCE OR SALE OF EQUITY INTERESTS OF RESTRICTED
SUBSIDIARIES

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, sell or issue any shares of Equity Interests of any
Restricted Subsidiary except (1) to the Issuer, a Restricted Subsidiary or the
minority stockholders of any Restricted Subsidiary, on a pro rata basis, at Fair
Market Value, or (2) to the extent such shares represent directors' qualifying
shares or shares required by applicable law to be held by a Person other than
the Issuer or a Wholly-Owned Restricted Subsidiary. The sale of all the Equity
Interests of any Restricted Subsidiary is permitted by this covenant but is
subject to the covenant described under "-- Limitations on Asset Sales."

LIMITATIONS ON MERGERS, CONSOLIDATIONS, ETC.

     The Issuer will not, directly or indirectly, in a single transaction or a
series of related transactions, (a) consolidate or merge with or into (other
than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose
of changing the Issuer's jurisdiction of incorporation to another State of the
United States), or sell, lease, transfer, convey or otherwise dispose of or
assign all or substantially all of the assets of the Issuer or the Issuer and
the Restricted Subsidiaries (taken as a whole) or (b) consummate a Plan of
Liquidation unless, in either case:

          (1) either:

             (a) the Issuer will be the surviving or continuing Person; or

             (b) the Person formed by or surviving such consolidation or merger
        or to which such sale, lease, conveyance or other disposition shall be
        made (or, in the case of a Plan of Liquidation, any Person to which
        assets are transferred) (collectively, the "SUCCESSOR") is a corporation
        organized and existing under the laws of any State of the United States
        of America or the District of Columbia, and the Successor expressly
        assumes, by supplemental indenture in form and substance satisfactory to
        the Trustee, all of the obligations of the Issuer under the Notes, the
        Indenture and the Registration Rights Agreement;

          (2) immediately prior to and immediately after giving effect to such
     transaction and the assumption of the obligations as set forth in clause
     (1)(b) above and the incurrence of any Indebtedness to be incurred in
     connection therewith, no Default shall have occurred and be continuing; and

          (3) immediately after and giving effect to such transaction and the
     assumption of the obligations set forth in clause (1)(b) above and the
     incurrence of any Indebtedness to be incurred in connection therewith, and
     the use of any net proceeds therefrom on a pro forma basis, (a) the
     Consolidated Net Worth of the Issuer or the Successor, as the case may be,
     would be at least equal to the Consolidated Net Worth of the Issuer
     immediately prior to such transaction and (b) the Issuer or the Successor,
     as the case may be, could incur $1.00 of additional Indebtedness pursuant
     to the Coverage Ratio Exception.

     For purposes of this covenant, any Indebtedness of the Successor which was
not Indebtedness of the Issuer immediately prior to the transaction shall be
deemed to have been incurred in connection with such transaction.

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     Except as provided in the fifth paragraph under the caption "-- Note
Guarantees," no Guarantor may consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person) another Person, whether or not
affiliated with such Guarantor, unless:

          (1) either:

             (a) such Guarantor will be the surviving or continuing Person; or

             (b) the Person formed by or surviving any such consolidation or
        merger assumes, by supplemental indenture in form and substance
        satisfactory to the Trustee, all of the obligations of such Guarantor
        under the Note Guarantee of such Guarantor, the Indenture and the
        Registration Rights Agreement; and

          (2) immediately after giving effect to such transaction, no Default
     shall have occurred and be continuing.

     For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of related transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries, the Equity Interests of which constitute all or substantially all
of the properties and assets of the Issuer, will be deemed to be the transfer of
all or substantially all of the properties and assets of the Issuer.

     Upon any consolidation, combination or merger of the Issuer or a Guarantor,
or any transfer of all or substantially all of the assets of the Issuer in
accordance with the foregoing, in which the Issuer or such Guarantor is not the
continuing obligor under the Notes or its Note Guarantee, the surviving entity
formed by such consolidation or into which the Issuer or such Guarantor is
merged or to which the conveyance, lease or transfer is made will succeed to,
and be substituted for, and may exercise every right and power of, the Issuer or
such Guarantor under the Indenture, the Notes and the Note Guarantees with the
same effect as if such surviving entity had been named therein as the Issuer or
such Guarantor and, except in the case of a conveyance, transfer or lease, the
Issuer or such Guarantor, as the case may be, will be released from the
obligation to pay the principal of and interest on the Notes or in respect of
its Note Guarantee, as the case may be, and all of the Issuer's or such
Guarantor's other obligations and covenants under the Notes, the Indenture and
its Note Guarantee, if applicable.

     Notwithstanding the foregoing, any Restricted Subsidiary may merge into the
Issuer or another Restricted Subsidiary.

ADDITIONAL NOTE GUARANTEES

     If, after the Issue Date, (a) the Issuer or any Restricted Subsidiary shall
acquire or create another Subsidiary (other than in any case a Foreign
Subsidiary or Subsidiary that has been designated an Unrestricted Subsidiary) or
(b) any Unrestricted Subsidiary that is not a Foreign Subsidiary is redesignated
a Restricted Subsidiary, then, in each such case, the Issuer shall cause such
Restricted Subsidiary to:

          (1) execute and deliver to the Trustee (a) a supplemental indenture in
     form and substance satisfactory to the Trustee pursuant to which such
     Restricted Subsidiary shall unconditionally guarantee all of the Issuer's
     obligations under the Notes and the Indenture and (b) a notation of
     guarantee in respect of its Note Guarantee; and

          (2) deliver to the Trustee one or more opinions of counsel that such
     supplemental indenture (a) has been duly authorized, executed and delivered
     by such Restricted Subsidiary and (b) constitutes a valid and legally
     binding obligation of such Restricted Subsidiary in accordance with its
     terms.

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CONDUCT OF BUSINESS

     The Issuer will not, and will not permit any Restricted Subsidiary to,
engage in any business other than the Permitted Business.

REPORTS

     Whether or not required by the SEC, so long as any Notes are outstanding,
the Issuer will furnish (without exhibits) to the Holders of Notes, within the
time periods specified in the SEC's rules and regulations:

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
     the Issuer were required to file these 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 on the annual
     financial statements by the Issuer'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 Issuer were required to file these reports.

     In addition, whether or not required by the SEC, the Issuer will file a
copy of all of the information and reports referred to in clauses (1) and (2)
above with the SEC for public availability within the time periods specified in
the SEC's rules and regulations (unless the SEC will not accept the filing) and
make the information available to securities analysts and prospective investors
upon request. The Issuer and the Guarantors have agreed that, for so long as any
Notes remain outstanding, the Issuer will furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

EVENTS OF DEFAULT

     Each of the following is an "EVENT OF DEFAULT":

          (1) failure by the Issuer to pay interest on any of the Notes when it
     becomes due and payable and the continuance of any such failure for 30
     days;

          (2) failure by the Issuer to pay the principal of or premium, if any,
     on any of the Notes when it becomes due and payable, whether at stated
     maturity, upon redemption, upon purchase, upon acceleration or otherwise;

          (3) failure by the Issuer to comply with any of its agreements or
     covenants described above under "-- Certain Covenants -- Limitations on
     Mergers, Consolidations, Etc.," or in respect of its obligations to make a
     Change of Control Offer as described above under "-- Change of Control";

          (4) failure by the Issuer to comply with any other agreement or
     covenant in the Indenture and continuance of this failure for 60 days after
     notice of the failure has been given to the Issuer by the Trustee or by the
     Holders of at least 25% of the aggregate principal amount of the Notes then
     outstanding;

          (5) default under any mortgage, indenture or other instrument or
     agreement under which there may be issued or by which there may be secured
     or evidenced Indebtedness of the Issuer or any Restricted Subsidiary,
     whether such Indebtedness now exists or is incurred after the Issue Date,
     which default:

             (a) is caused by a failure to pay when due principal on such
        Indebtedness within the applicable express grace period,

             (b) results in the acceleration of such Indebtedness prior to its
        express final maturity or

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             (c) results in the commencement of judicial proceedings to
        foreclose upon, or to exercise remedies under applicable law or
        applicable security documents to take ownership of, the assets securing
        such Indebtedness, and

in each case, the principal amount of such Indebtedness, together with any other
Indebtedness with respect to which an event described in clause (a), (b) or (c)
has occurred and is continuing, aggregates $10.0 million or more;

          (6) one or more judgments or orders that exceed $10.0 million in the
     aggregate (net of amounts covered by insurance or bonded) for the payment
     of money have been entered by a court or courts of competent jurisdiction
     against the Issuer or any Restricted Subsidiary and such judgment or
     judgments have not been satisfied, stayed, annulled or rescinded within 60
     days of being entered;

          (7) the Issuer or any Significant Subsidiary pursuant to or within the
     meaning of any Bankruptcy Law:

             (a) commences a voluntary case,

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

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

             (d) makes a general assignment for the benefit of its creditors;

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

             (a) is for relief against the Issuer or any Significant Subsidiary
        as debtor in an involuntary case,

             (b) appoints a Custodian of the Issuer or any Significant
        Subsidiary or a Custodian for all or substantially all of the assets of
        the Issuer or any Significant Subsidiary, or

             (c) orders the liquidation of the Issuer or any Significant
        Subsidiary,

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

          (9) any Note Guarantee of any Significant Subsidiary ceases to be in
     full force and effect (other than in accordance with the terms of such Note
     Guarantee and the Indenture) or is declared null and void and unenforceable
     or found to be invalid or any Guarantor denies its liability under its Note
     Guarantee (other than by reason of release of a Guarantor from its Note
     Guarantee in accordance with the terms of the Indenture and the Note
     Guarantee).

     If an Event of Default (other than an Event of Default specified in clause
(7) or (8) above with respect to the Issuer), shall have occurred and be
continuing under the Indenture, the Trustee, by written notice to the Issuer, or
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding by written notice to the Issuer and the Trustee, may declare all
amounts owing under the Notes to be due and payable immediately. Upon such
declaration of acceleration, the aggregate principal of, premium, if any, and
accrued and unpaid interest on the outstanding Notes shall immediately become
due and payable; provided, however, that after such acceleration, but before a
judgment or decree based on acceleration, the Holders of a majority in aggregate
principal amount of such outstanding Notes may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than the
nonpayment of accelerated principal and interest, have been cured or waived as
provided in the Indenture. If an Event of Default specified in clause (7) or (8)
with respect to the Issuer occurs, all outstanding Notes shall become due and
payable without any further action or notice.

     The Trustee shall, within 30 days after the occurrence of any Default with
respect to the Notes, give the Holders notice of all uncured Defaults thereunder
known to it; provided, however, that, except in the case of an Event of Default
in payment with respect to the Notes or a Default in complying with "-- Certain
Covenants -- Limitations on Mergers, Consolidations, Etc.," the Trustee shall be
protected in

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withholding such notice if and so long as a committee of its trust officers in
good faith determines that the withholding of such notice is in the interest of
the Holders.

     No Holder will have any right to institute any proceeding with respect to
the Indenture or for any remedy thereunder, unless the Trustee:

          (1) has failed to act for a period of 60 days after receiving written
     notice of a continuing Event of Default by such Holder and a request to act
     by Holders of at least 25% in aggregate principal amount of Notes
     outstanding;

          (2) has been offered indemnity satisfactory to it in its reasonable
     judgment; and

          (3) has not received from the Holders of a majority in aggregate
     principal amount of the outstanding Notes a direction inconsistent with
     such request within such 60-day period.

     However, such limitations do not apply to a suit instituted by a Holder of
any Note for enforcement of payment of the principal of or interest on such Note
on or after the due date therefor (after giving effect to the grace period
specified in clause (1) of the first paragraph of this "-- Events of Default"
section).

     The Issuer is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture and, upon any Officer of the Issuer
becoming aware of any Default, a statement specifying such Default and what
action the Issuer is taking or proposes to take with respect thereto.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     The Issuer may, at its option and at any time, elect to have its
obligations and the obligations of the Guarantors discharged with respect to the
outstanding Notes ("LEGAL DEFEASANCE"). Legal Defeasance means that the Issuer
and the Guarantors shall be deemed to have paid and discharged the entire
indebtedness represented by the Notes and the Note Guarantees, and the Indenture
shall cease to be of further effect as to all outstanding Notes and Note
Guarantees, except as to

          (1) rights of Holders to receive payments in respect of the principal
     of, premium, if any, on and interest on the Notes when such payments are
     due from the trust funds referred to below,

          (2) the Issuer's obligations with respect to the Notes concerning
     issuing temporary Notes, registration of Notes, mutilated, destroyed, lost
     or stolen Notes, and the maintenance of an office or agency for payment and
     money for security payments held in trust,

          (3) the rights, powers, trust, duties, and immunities of the Trustee,
     and the Issuer's obligation in connection therewith,

          (4) the Issuer's rights of optional redemption, and

          (5) the Legal Defeasance provisions of the Indenture.

     In addition, the Issuer may, at its option and at any time, elect to have
its obligations and the obligations of the Guarantors released with respect to
most of the covenants under the Indenture, except as described otherwise in the
Indenture ("COVENANT DEFEASANCE"), and thereafter any omission to comply with
such obligations shall not constitute a Default. In the event Covenant
Defeasance occurs, certain Events of Default (not including non-payment and,
solely for a period of 91 days following the deposit referred to in clause (1)
of the next paragraph, bankruptcy, receivership, rehabilitation and insolvency
events) will no longer apply. Covenant Defeasance will not be effective until
such bankruptcy, receivership, rehabilitation and insolvency events no longer
apply. The Issuer may exercise its Legal Defeasance option regardless of whether
it previously exercised Covenant Defeasance.

     In order to exercise either Legal Defeasance or Covenant Defeasance:

          (1) the Issuer must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders, U.S. legal tender, U.S. Government
     Obligations or a combination thereof, in such amounts as will be

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     sufficient (without reinvestment) in the opinion of a nationally recognized
     firm of independent public accountants selected by the Issuer, to pay the
     principal of, premium, if any, on and interest on the Notes on the stated
     date for payment or on the redemption date of the principal or installment
     of principal of or interest on the Notes, and the Holders must have a
     valid, perfected, exclusive security interest in such trust,

          (2) in the case of Legal Defeasance, the Issuer shall have delivered
     to the Trustee an opinion of counsel in the United States reasonably
     acceptable to the Trustee confirming that:

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

             (b) since the date of the Indenture, there has been a change in the
        applicable U.S. federal income tax law,

in either case to the effect that, and based thereon this opinion of counsel
shall confirm that, the Holders will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of the Legal Defeasance and will be
subject to U.S. federal income tax 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,

          (3) in the case of Covenant Defeasance, the Issuer shall have
     delivered to the Trustee an opinion of counsel in the United States
     reasonably acceptable to the Trustee confirming that the Holders will not
     recognize income, gain or loss for U.S. federal income tax purposes as a
     result of such Covenant Defeasance and will be subject to U.S. federal
     income tax on the same amounts, in the same manner and at the same times as
     would have been the case if the Covenant Defeasance had not occurred,

          (4) no Default shall have occurred and be continuing on the date of
     such deposit (other than a Default resulting from the borrowing of funds to
     be applied to such deposit and the grant of any Lien securing such
     borrowing),

          (5) the Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default under the Indenture or any
     other material agreement or instrument to which the Issuer or any of its
     Subsidiaries is a party or by which the Issuer or any of its Subsidiaries
     is bound,

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

          (7) the Issuer shall have delivered to the Trustee an Officers'
     Certificate and an opinion of counsel, each stating that the conditions
     provided for in, in the case of the Officers' Certificate, clauses (1)
     through (6) and, in the case of the opinion of counsel, clauses (1) (with
     respect to the validity and perfection of the security interest), (2)
     and/or (3) and (5) of this paragraph have been complied with.

     If the funds deposited with the Trustee to effect Covenant Defeasance are
insufficient to pay the principal of and interest on the Notes when due, then
the Issuer's obligations and the obligations of Guarantors under the Indenture
will be revived and no such defeasance will be deemed to have occurred.

SATISFACTION AND DISCHARGE

     The Indenture [and the Notes] will be discharged and will cease to be of
further effect (except as to rights of registration of transfer or exchange of
Notes which [that expressly provide that such rights] shall survive until all
Notes have been canceled) as to all outstanding Notes when either

          (1) all the Notes that have been authenticated and delivered (except
     lost, stolen or destroyed Notes which have been replaced or paid and Notes
     for whose payment money has been deposited in trust or segregated and held
     in trust by the Issuer and thereafter repaid to the Issuer or discharged
     from this trust) have been delivered to the Trustee for cancellation, or
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          (2) (a) all Notes not delivered to the Trustee for cancellation
     otherwise have become due and payable or have been called for redemption
     pursuant to the provisions described under "-- Optional Redemption," and
     the Issuer has irrevocably deposited or caused to be deposited with the
     Trustee funds in trust in an amount of money sufficient to pay and
     discharge the entire Indebtedness (including all principal, premium, if
     any, and accrued and unpaid interest) on the Notes not theretofore
     delivered to the Trustee for cancellation,

             (b) the Issuer has paid all sums payable by it under the Indenture,
        and

             (c) the Issuer has delivered irrevocable instructions to the
        Trustee to apply the deposited money toward the payment of the Notes at
        maturity or on the date of redemption, as the case may be.

     In addition, the Issuer must deliver an Officers' Certificate and an
opinion of counsel stating that all conditions precedent to satisfaction and
discharge have been complied with.

TRANSFER AND EXCHANGE

     A Holder will be able to register the transfer of or exchange Notes only in
accordance with the provisions of the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. Without the prior consent of the Issuer, the Registrar is not
required (1) to register the transfer of or exchange any Note selected for
redemption, (2) to register the transfer of or exchange any Note for a period of
15 days before a selection of Notes to be redeemed or (3) to register the
transfer or exchange of a Note between a record date and the next succeeding
interest payment date.

     The Notes will be issued in registered form and the registered Holder will
be treated as the owner of such Note for all purposes.

AMENDMENT, SUPPLEMENT AND WAIVER

     Subject to certain exceptions, the Indenture or the Notes may be amended
with the consent (which may include consents obtained in connection with a
tender offer or exchange offer for Notes) of the Holders of at least a majority
in principal amount of the Notes then outstanding, and any existing Default
under, or compliance with any provision of, the Indenture may be waived (other
than any continuing Default in the payment of the principal of, premium, if any,
on or interest on the Notes) with the consent (which may include consents
obtained in connection with a tender offer or exchange offer for Notes) of the
Holders of a majority in principal amount of the Notes then outstanding;
provided that:

          (a) no such amendment may, without the consent of the Holders of
     two-thirds in aggregate principal amount of Notes then outstanding, amend
     the obligation of the Issuer under the heading "-- Change of Control" or
     the related definitions that could adversely affect the rights of any
     Holder; and

          (b) without the consent of each Holder affected, the Issuer and the
     Trustee may not:

             (1) change the maturity of any Note;

             (2) reduce the amount, extend the due date or otherwise affect the
        terms of any scheduled payment of interest on or principal of the Notes;

             (3) reduce any premium payable upon optional redemption of the
        Notes, change the date on which any Notes are subject to redemption or
        otherwise alter the provisions with respect to the redemption of the
        Notes;

             (4) make any Note payable in money or currency other than that
        stated in the Notes;

             (5) modify or change any provision of the Indenture or the related
        definitions to affect the ranking of the Notes or any Note Guarantee in
        a manner that adversely affects the Holders;

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             (6) reduce the percentage of Holders necessary to consent to an
        amendment or waiver to the Indenture or the Notes;

             (7) impair the right of any Holder of the Notes to receive payment
        of principal of and interest on such Holder's Notes on or after the due
        dates therefor or to institute suit for the enforcement of any payment
        on or with respect to such Holder's Notes;

             (8) release any Guarantor from any of its obligations under its
        Note Guarantee or the Indenture, except as permitted by the Indenture;
        or

             (9) make any change in these amendment and waiver provisions.

     Notwithstanding the foregoing, the Issuer and the Trustee may amend the
Indenture, the Note Guarantees or the Notes without the consent of any Holder;
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 Issuer's obligations to the Holders in the case of a merger or
acquisition; to add Guarantors or to release any Guarantor from any of its
obligations under its Note Guarantee or the Indenture (to the extent permitted
by the Indenture); to make any change that does not materially adversely affect
the rights of any Holder; in the case of the Indenture, to comply with the
requirements of the SEC to qualify or maintain the qualification of the
Indenture under the Trust Indenture Act; to evidence or provide for the
acceptance of appointment under the Indenture of a successor Trustee; to add any
additional Events of Default; or to secure the Notes and/or the Guarantees.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

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

CONCERNING THE TRUSTEE

     The Bank of New York is the Trustee under the Indenture and has been
appointed by the Issuer as Registrar and Paying Agent with regard to the Notes.
The Indenture contains certain limitations on the rights of the Trustee, should
it become a creditor of the Issuer, to obtain payment of claims in certain
cases, or to realize on certain assets received in respect of any such claim as
security or otherwise. The Trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest (as defined in
the Indenture), it must eliminate such conflict or resign.

     The Holders of a majority in principal amount of the then outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that, in case an Event of Default
occurs and is not cured, the Trustee will be required, in the exercise of its
power, to use the degree of care of a prudent person in similar circumstances in
the conduct of his own affairs. Subject to such provisions, the Trustee will be
under no obligation to exercise any of its rights or powers under the Indenture
at the request of any Holder, unless such Holder shall have offered to the
Trustee security and indemnity satisfactory to the Trustee.

GOVERNING LAW

     The Indenture, the Notes and the Note Guarantees will be governed by, and
construed in accordance with, the laws of the State of New York.

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CERTAIN DEFINITIONS

     Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms.

     "ACQUIRED INDEBTEDNESS" means (1) with respect to any Person that becomes a
Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary
that was not incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary and (2) with respect to the Issuer or any
Restricted Subsidiary, any Indebtedness of a Person (other than the Issuer or a
Restricted Subsidiary) existing at the time such Person is merged with or into
the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed by the
Issuer or any Restricted Subsidiary in connection with the acquisition of an
asset or assets from another Person, which Indebtedness was not, in any case,
incurred by such other Person in connection with, or in contemplation of, such
merger or acquisition.

     "AFFILIATE" of any Person means any other Person which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, the referent Person. For purposes of the covenant described under
"-- Certain Covenants -- Limitations on Transactions with Affiliates,"
Affiliates shall be deemed to include, with respect to any Person, any other
Person (1) which beneficially owns or holds, directly or indirectly, 10% or more
of any class of the Voting Stock of the referent Person, (2) of which 10% or
more of the Voting Stock is beneficially owned or held, directly or indirectly,
by the referent Person or (3) with respect to an individual, any immediate
family member of such Person. For purposes of this definition, "CONTROL" of a
Person shall mean 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.

     "AMEND" means to amend, supplement, restate, amend and restate or otherwise
modify; and "AMENDMENT" shall have a correlative meaning.

     "ASSET" means any asset or property.

     "ASSET ACQUISITION" means

          (1) an Investment by the Issuer or any Restricted Subsidiary of the
     Issuer in any other Person if, as a result of such Investment, such Person
     shall become a Restricted Subsidiary of the Issuer, or shall be merged or
     consolidated with or into the Issuer or any Restricted Subsidiary of the
     Issuer,

          (2) the acquisition by the Issuer or any Restricted Subsidiary of the
     Issuer of all or substantially all of the assets of any other Person or any
     division or line of business of any other Person, or

          (3) the acquisition by the Issuer or any Restricted Subsidiary of an
     asset.

     "ASSET SALE" means any sale, issuance, conveyance, transfer, lease,
assignment or other disposition by the Issuer or any Restricted Subsidiary to
any Person other than the Issuer or any Restricted Subsidiary (including by
means of a Sale and Leaseback Transaction or a merger or consolidation)
(collectively, for purposes of this definition, a "TRANSFER"), in one
transaction or a series of related transactions, of any assets of the Issuer or
any of its Restricted Subsidiaries other than in the ordinary course of
business. For purposes of this definition, the term "Asset Sale" shall not
include:

          (1) transfers of cash or Cash Equivalents;

          (2) transfers of assets (including Equity Interests) that are governed
     by, and made in accordance with, the covenant described under "-- Certain
     Covenants -- Limitations on Mergers, Consolidations, Etc.";

          (3) Permitted Investments and Restricted Payments permitted under the
     covenant described under "-- Certain Covenants -- Limitations on Restricted
     Payments";

          (4) the creation or realization of any Permitted Lien;

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          (5) transfers of damaged, worn-out or obsolete equipment or assets
     that, in the Issuer's reasonable judgment, are no longer used or useful in
     the business of the Issuer or its Restricted Subsidiaries;

          (6) any transfer that, but for this clause, would be an Asset Sale, if
     after giving effect to all such transfers, the aggregate Fair Market Value
     of the assets transferred in such transactions does not exceed $5.0 million
     in the aggregate during the preceding 12 month period; and

          (7) any transfer of assets acquired substantially contemporaneously
     with such transfer.

     "ATTRIBUTABLE INDEBTEDNESS", when used with respect to any Sale and
Leaseback Transaction, means, as at the time of determination, the present value
(discounted at a rate equivalent to the Issuer's then-current weighted average
cost of funds for borrowed money as at the time of determination, compounded on
a semi-annual basis) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in any such Sale and Leaseback
Transaction.

     "BANKRUPTCY LAW" means Title 11 of the United States Code, as amended, or
any similar federal, state or foreign law for the relief of debtors.

     "BOARD OF DIRECTORS" means, with respect to any Person, the board of
directors or comparable governing body of such Person.

     "BUSINESS DAY" means a day other than a Saturday, Sunday or other day on
which banking institutions in New York are authorized or required by law to
close.

     "CAPITALIZED LEASE" means a lease required to be capitalized for financial
reporting purposes in accordance with GAAP.

     "CAPITALIZED LEASE OBLIGATIONS" of any Person means the obligations of such
Person to pay rent or other amounts under a Capitalized Lease, and the amount of
such obligation shall be the capitalized amount thereof determined in accordance
with GAAP.

     "CASH EQUIVALENTS" means:

          (1) marketable obligations with a maturity of not more than one year
     from the date of acquisition and directly and fully guaranteed or insured
     by the United States of America or any agency or instrumentality thereof
     (provided that the full faith and credit of the United States of America is
     pledged in support thereof);

          (2) demand and time deposits and certificates of deposit or
     acceptances with a maturity of 365 days or less of any financial
     institution that is a member of the Federal Reserve System having combined
     capital and surplus and undivided profits of not less than $500 million and
     is assigned at least a "B" rating by Thomson Financial BankWatch;

          (3) commercial paper maturing no more than 270 days from the date of
     creation thereof issued by a corporation that is not the Issuer or an
     Affiliate of the Issuer, and is organized under the laws of any State of
     the United States of America or the District of Columbia and rated at least
     A-1 by S&P or at least P-1 by Moody's;

          (4) repurchase obligations with a term of not more than ten days for
     underlying securities of the types described in clause (1) above entered
     into with any commercial bank meeting the specifications of clause (2)
     above;

          (5) investments in money market or other mutual funds substantially
     all of whose assets comprise securities of the types described in clauses
     (1) through (4) above;

          (6) overnight bank deposits and bankers' acceptances at any commercial
     bank meeting the qualifications specified in clause (2) above; and

          (7) deposits available for withdrawal on demand with any commercial
     bank not meeting the qualifications specified in clause (2) above but which
     is organized under the laws of (a) any country
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     that is a member of the Organization for Economic Cooperation and
     Development ("OECD") and has total assets in excess of $500.0 million or
     (b) any other country in which the Issuer or any Restricted Subsidiary
     maintains an office or is engaged in the Permitted Business, provided that,
     in either case (A) all such deposits are required to be made in such
     accounts in the ordinary course of business, (B) such deposits do not at
     any one time exceed $5.0 million in the aggregate and (C) no funds so
     deposited remain on deposit in such bank for more than 30 days.

     "CHANGE OF CONTROL" means the occurrence of any of the following events:

          (1) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), other than one or more Permitted Holders,
     is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
     under the Exchange Act), directly or indirectly, of Voting Stock
     representing more than 50% of the voting power of the total outstanding
     Voting Stock of the Issuer; provided, however, that such event shall not be
     deemed to be a Change of Control so long as the Permitted Holders own
     Voting Stock representing in the aggregate a greater percentage of the
     total voting power of the Voting Stock of the Issuer than such other person
     or group;

          (2) during any period of two consecutive years, individuals who at the
     beginning of such period constituted the Board of Directors (together with
     any new directors whose election to such Board of Directors or whose
     nomination for election by the stockholders of the Issuer was approved by a
     vote of the majority of the directors of the Issuer then still in office
     who were either directors at the beginning of such period or whose election
     or nomination for election was previously so approved) cease for any reason
     to constitute a majority of the Board of Directors of the Issuer;

          (3) (a) all or substantially all of the assets of the Issuer and the
     Restricted Subsidiaries on a consolidated basis are sold or otherwise
     transferred to any Person other than a Wholly-Owned Restricted Subsidiary
     or one or more Permitted Holders or (b) the Issuer consolidates or merges
     with or into another Person or any Person consolidates or merges with or
     into the Issuer, in either case under this clause (3), in one transaction
     or a series of related transactions in which immediately after the
     consummation thereof Persons owning Voting Stock representing in the
     aggregate a majority of the total voting power of the Voting Stock of the
     Issuer immediately prior to such consummation do not own Voting Stock
     representing a majority of the total voting power of the Voting Stock of
     the Issuer or the surviving or transferee Person; or

          (4) the Issuer shall adopt a plan of liquidation or dissolution or any
     such plan shall be approved by the stockholders of the Issuer.

     "CONSOLIDATED AMORTIZATION EXPENSE" for any period means the amortization
expense of the Issuer and the Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

     "CONSOLIDATED CASH FLOW" for any period means, without duplication, the sum
of the amounts for such period of

          (1) Consolidated Net Income, plus

          (2) in each case only to the extent (and in the same proportion)
     deducted in determining Consolidated Net Income,

             (a) Consolidated Income Tax Expense,

             (b) Consolidated Amortization Expense (but only to the extent not
        included in Consolidated Interest Expense),

             (c) Consolidated Depreciation Expense,

             (d) Consolidated Interest Expense, and

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             (e) all other non-cash items reducing the Consolidated Net Income
        (excluding any non-cash charge that results in an accrual of a reserve
        for cash charges in any future period) for such period,

in each case determined on a consolidated basis in accordance with GAAP, minus

          (3) the aggregate amount of all non-cash items, determined on a
     consolidated basis, to the extent such items increased Consolidated Net
     Income for such period,

provided that there shall be excluded from Consolidated Cash Flow (to the extent
otherwise included therein) any positive Consolidated Cash Flow derived from any
Restricted Subsidiary during such period to the extent that the declaration or
payment of dividends or similar distributions by such Restricted Subsidiary of
that Consolidated Cash Flow is not permitted directly or indirectly by any
means, by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Subsidiary during such period.

     "CONSOLIDATED DEPRECIATION EXPENSE" for any period means the depreciation
expense of the Issuer and the Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

     "CONSOLIDATED INCOME TAX EXPENSE" for any period means the provision for
taxes of the Issuer and the Restricted Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP.

     "CONSOLIDATED INTEREST COVERAGE RATIO" means the ratio of Consolidated Cash
Flow during the most recent four consecutive full fiscal quarters for which
financial statements are available (the "FOUR-QUARTER PERIOD") ending on or
prior to the date of the transaction giving rise to the need to calculate the
Consolidated Interest Coverage Ratio (the "TRANSACTION DATE") to Consolidated
Interest Expense for the Four-Quarter Period. For purposes of this definition,
Consolidated Cash Flow and Consolidated Interest Expense shall be calculated
after giving effect on a pro forma basis for the period of such calculation to:

          (1) the incurrence of any Indebtedness or the issuance of any
     Disqualified Equity Interests of the Issuer or any Preferred Stock of any
     Restricted Subsidiary (and the application of the proceeds thereof) and any
     repayment of other Indebtedness or redemption of other Preferred Stock (and
     the application of the proceeds therefrom) (other than the incurrence or
     repayment of Indebtedness in the ordinary course of business for working
     capital purposes pursuant to any revolving credit arrangement) occurring
     during the Four-Quarter Period or at any time subsequent to the last day of
     the Four-Quarter Period and on or prior to the Transaction Date, as if such
     incurrence, repayment, issuance or redemption, as the case may be, (and the
     application of the proceeds thereof) occurred on the first day of the
     Four-Quarter Period; and

          (2) any Asset Sale or other disposition or Asset Acquisition
     (including, without limitation, any Asset Acquisition giving rise to the
     need to make such calculation as a result of the Issuer or any Restricted
     Subsidiary (including any Person who becomes a Restricted Subsidiary as a
     result of such Asset Acquisition) incurring Acquired Indebtedness and also
     including any Consolidated Cash Flow (including any pro forma expense and
     cost reductions calculated on a basis consistent with Regulation S-X under
     the Exchange Act) associated with any such Asset Acquisition) occurring
     during the Four-Quarter Period or at any time subsequent to the last day of
     the Four-Quarter Period and on or prior to the Transaction Date, as if such
     Asset Sale or Asset Acquisition or other disposition (including the
     incurrence of, or assumption or liability for, any such Indebtedness or
     Acquired Indebtedness) occurred on the first day of the Four-Quarter
     Period.

     If the Issuer or any Restricted Subsidiary directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if the Issuer or
such Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.

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     In calculating Consolidated Interest Expense for purposes of determining
the denominator (but not the numerator) of this Consolidated Interest Coverage
Ratio:

          (1) interest on outstanding Indebtedness determined on a fluctuating
     basis as of the Transaction Date and which will continue to be so
     determined thereafter shall be deemed to have accrued at a fixed rate per
     annum equal to the average of (a) the rate of interest on this Indebtedness
     in effect on the Transaction Date after giving effect to any Hedging
     Obligations then in effect and (b) the average of what the applicable rates
     were (or would have been) as of the last day of each of the six months
     immediately preceding the Transaction Date; and

          (2) if interest on any Indebtedness actually incurred on the
     Transaction Date may optionally be determined at an interest rate based
     upon a factor of a prime or similar rate, a eurocurrency interbank offered
     rate or other rates, then the interest rate deemed to have been in effect
     during the Four-Quarter Period will be the average of (a) the rate of
     interest on this Indebtedness in effect on the Transaction Date after
     giving effect to any Hedging Obligations then in effect and (b) the average
     of what the applicable rates would have been as of the last day of each of
     the six months immediately preceding the Transaction Date.

     "CONSOLIDATED INTEREST EXPENSE" for any period means the sum, without
duplication, of the total interest expense of the Issuer and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP and including without duplication,

          (1) interest components of all payments associated with Capitalized
     Lease Obligations and imputed interest with respect to Attributable
     Indebtedness,

          (2) commissions, discounts and other fees and charges owed with
     respect to letters of credit securing financial obligations, bankers'
     acceptance financing and receivables financings,

          (3) the net payments associated with Hedging Obligations,

          (4) amortization of debt issuance costs, debt discount or premium and
     other financing fees and expenses,

          (5) the interest component of any deferred payment obligations,

          (6) all other non-cash interest expense,

          (7) capitalized interest,

          (8) the product of (a) all dividend payments on any series of
     Disqualified Equity Interests of the Issuer or any Preferred Stock of any
     Restricted Subsidiary (other than any such Disqualified Equity Interests or
     any Preferred Stock held by the Issuer or a Wholly-Owned Restricted
     Subsidiary), multiplied by (b) a fraction, the numerator of which is one
     and the denominator of which is one minus the then current combined
     federal, state and local statutory tax rate of the Issuer and the
     Restricted Subsidiaries, expressed as a decimal,

          (9) all interest payable with respect to discontinued operations, and

          (10) all interest on any Indebtedness of any other Person guaranteed
     by the Issuer or any Restricted Subsidiary.

     "CONSOLIDATED NET INCOME" for any period means the net income (or loss) of
the Issuer and the Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded from such net income (to the extent otherwise included therein),
without duplication:

          (1) the net income (or loss) of any Person (other than a Restricted
     Subsidiary) in which any Person other than the Issuer and the Restricted
     Subsidiaries has an ownership interest, except to the extent that cash in
     an amount equal to any such income has actually been received by the Issuer
     or any of its Restricted Subsidiaries during such period;

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          (2) except to the extent includible in the consolidated net income of
     the Issuer pursuant to the foregoing clause (1), the net income (or loss)
     of any Person that accrued prior to the date that (a) such Person becomes a
     Restricted Subsidiary or is merged into or consolidated with the Issuer or
     any Restricted Subsidiary or (b) the assets of such Person are acquired by
     the Issuer or any Restricted Subsidiary;

          (3) the net income of any Restricted Subsidiary during such period to
     the extent that the declaration or payment of dividends or similar
     distributions by such Restricted Subsidiary of that income is not
     permitted, directly or indirectly by any means, by operation of the terms
     of its charter or any agreement, instrument, judgment, decree, order,
     statute, rule or governmental regulation applicable to that Subsidiary
     during such period, except that the Issuer's equity in a net loss of any
     such Restricted Subsidiary for such period shall be included in determining
     Consolidated Net Income;

          (4) for the purposes of calculating the Restricted Payments Basket
     only, in the case of a successor to the Issuer by consolidation, merger or
     transfer of its assets, any income (or loss) of the successor prior to such
     merger, consolidation or transfer of assets;

          (5) other than for purposes of calculating the Restricted Payments
     Basket, any gain (or loss), together with any related provisions for taxes
     on any such gain (or the tax effect of any such loss), realized during such
     period by the Issuer or any Restricted Subsidiary upon (a) the acquisition
     of any securities, or the extinguishment of any Indebtedness, of the Issuer
     or any Restricted Subsidiary or (b) any Asset Sale by the Issuer or any
     Restricted Subsidiary; and

          (6) other than for purposes of calculating the Restricted Payments
     Basket, any extraordinary gain (or extraordinary loss), together with any
     related provision for taxes on any such extraordinary gain (or the tax
     effect of any such extraordinary loss), realized by the Issuer or any
     Restricted Subsidiary during such period.

     In addition, any return of capital with respect to an Investment that
increased the Restricted Payments Basket pursuant to clause (3)(d) of the first
paragraph under "-- Certain Covenants -- Limitations on Restricted Payments" or
decreased the amount of Investments outstanding pursuant to clause (12) or (13)
of the definition of "Permitted Investments" shall be excluded from Consolidated
Net Income for purposes of calculating the Restricted Payments Basket.

     "CONSOLIDATED NET TANGIBLE ASSETS" means, as of any date of determination,
the total assets, less goodwill and other intangibles (other than patents,
trademarks, copyrights, licenses and other intellectual property), shown on the
balance sheet of the Issuer and the Restricted Subsidiaries for the most
recently ended fiscal quarter for which financial statements are available,
determined on a consolidated basis in accordance with GAAP.

     "CONSOLIDATED NET WORTH" means, with respect to any Person as of any date,
the consolidated stockholders' equity of such Person, determined on a
consolidated basis in accordance with GAAP, less (without duplication) (1) any
amounts thereof attributable to Disqualified Equity Interests of such Person or
its Subsidiaries or any amount attributable to Unrestricted Subsidiaries and (2)
all write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within twelve
months after the acquisition of such business) subsequent to the Issue Date in
the book value of any asset owned by such Person or a Subsidiary of such Person.

     "COVERAGE RATIO EXCEPTION" has the meaning set forth in the proviso in the
first paragraph of the covenant described under "-- Certain
Covenants -- Limitations on Additional Indebtedness."

     "CREDIT AGREEMENT" means the Credit Agreement to be entered into by and
among the Issuer, as Borrower, Whitney National Bank, as arranger and
syndication agent, and the other lenders named therein, including any notes,
guarantees, collateral and security documents, instruments and agreements
executed in connection therewith (other than Hedging Obligations related to the
Indebtedness incurred thereunder), and in each case as amended or refinanced
from time to time, including any agreement extending the maturity of,
refinancing, replacing or otherwise restructuring (including increasing the
amount of

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borrowings or other Indebtedness outstanding or available to be borrowed
thereunder) all or any portion of the Indebtedness under such agreement, and any
successor or replacement agreement or agreements with the same or any other
agents, creditor, lender or group of creditors or lenders.

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

     "DEFAULT" means (1) any Event of Default or (2) any event, act or condition
that, after notice or the passage of time or both, would be an Event of Default.

     "DESIGNATION" has the meaning given to this term in the covenant described
under "-- Certain Covenants -- Limitations on Designation of Unrestricted
Subsidiaries."

     "DESIGNATION AMOUNT" has the meaning given to this term in the covenant
described under "-- Certain Covenants -- Limitations on Designation of
Unrestricted Subsidiaries."

     "DISQUALIFIED EQUITY INTERESTS" of any Person means any Equity Interests of
such Person that, by their terms, or by the terms of any related agreement or of
any security into which they are convertible, puttable or exchangeable, are, or
upon the happening of any event or the passage of time would be, required to be
redeemed by such Person, whether or not at the option of the holder thereof, or
matures or are mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, in whole or in part, on or prior to the date which is 91 days after
the final maturity date of the Notes; provided, however, that any class of
Equity Interests of such Person that, by its terms, authorizes such Person to
satisfy in full its obligations upon maturity, redemption (pursuant to a sinking
fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity
Interests that are not Disqualified Equity Interests, and that are not
convertible, puttable or exchangeable for Disqualified Equity Interests or
Indebtedness, will not be deemed to be Disqualified Equity Interests so long as
such Person satisfies its obligations with respect thereto solely by the
delivery of Equity Interests that are not Disqualified Equity Interests;
provided, further, however, that any Equity Interests that would not constitute
Disqualified Equity Interests but for provisions thereof giving holders thereof
(or the holders of any security into or for which such Equity Interests are
convertible, exchangeable or exercisable) the right to require the Issuer to
redeem such Equity Interests upon the occurrence of a change in control
occurring prior to the final maturity date of the Notes shall not constitute
Disqualified Equity Interests if the change in control provisions applicable to
such Equity Interests are no more favorable to such holders than the provisions
described under "-- Change of Control" and such Equity Interests specifically
provide that the Issuer will not redeem any such Equity Interests pursuant to
such provisions prior to the Issuer's purchase of the Notes as required pursuant
to the provisions described under "-- Change of Control."

     "EQUITY INTERESTS" of any Person means (1) any and all shares or other
equity interests (including common stock, preferred stock, limited liability
company interests and partnership interests) in such Person and (2) all rights
to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) such
shares or other interests in such Person.

     "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as amended.

     "FAIR MARKET VALUE" means, with respect to any asset, the price (after
taking into account any liabilities relating to such assets) 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
Issuer, if such price is less than $1.0 million, or the Board of Directors of
the Issuer or a duly authorized committee thereof, if larger, as evidenced by a
resolution of such Board or committee.

     "FOREIGN SUBSIDIARY" means any Restricted Subsidiary of the Issuer which
(i) is not organized under the laws of (x) the United States or any state
thereof or (y) the District of Columbia and (ii) conducts substantially all of
its business operations outside the United States of America.

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     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, as in effect on the Issue Date.

     "GUARANTEE" means a direct or indirect guarantee (other than by endorsement
of negotiable instruments in the ordinary course of business) by any Person of
any Indebtedness of any other Person and includes any obligation, direct or
indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) Indebtedness of such
other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise); or (2)
entered into for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); "GUARANTEE," when used as a verb, and
"GUARANTEED" have correlative meanings.

     "GUARANTORS" means each Restricted Subsidiary of the Issuer on the Issue
Date, and each other Person that is required to become a Guarantor by the terms
of the Indenture after the Issue Date, in each case, until such Person is
released from its Note Guarantee.

     "HEDGING OBLIGATIONS" of any Person means the obligations of such Person
pursuant to (1) any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement or other similar agreement or arrangement
designed to protect such Person against fluctuations in interest rates, (2)
agreements or arrangements designed to protect such Person against fluctuations
in foreign currency exchange rates in the conduct of its operations, or (3) any
forward contract, commodity swap agreement, commodity option agreement or other
similar agreement or arrangement designed to protect such Person against
fluctuations in commodity prices, in each case entered into in the ordinary
course of business for bona fide hedging purposes and not for the purpose of
speculation.

     "HOLDER" means any registered holder, from time to time, of the Notes.

     "INCUR" means, with respect to any Indebtedness or Obligation, incur,
create, issue, assume, guarantee or otherwise become directly or, indirectly
liable, contingently or otherwise, with respect to such Indebtedness or
Obligation; provided that (1) the Indebtedness of a Person existing at the time
such Person became a Restricted Subsidiary shall be deemed to have been incurred
by such Restricted Subsidiary and (2) neither the accrual of interest nor the
accretion of original issue discount shall be deemed to be an incurrence of
Indebtedness.

     "INDEBTEDNESS" of any Person at any date means, without duplication:

          (1) all liabilities, contingent or otherwise, of such Person for
     borrowed money (whether or not the recourse of the lender is to the whole
     of the assets of such Person or only to a portion thereof);

          (2) all obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments excluding trade payables and accrued
     expenses incurred by such Person in the ordinary course of business that
     are not more than 90 days overdue;

          (3) all obligations of such Person in respect of letters of credit or
     other similar instruments (or reimbursement obligations with respect
     thereto);

          (4) all obligations of such Person to pay the deferred and unpaid
     purchase price of property or services, except trade payables and accrued
     expenses incurred by such Person in the ordinary course of business;

          (5) the maximum fixed redemption or repurchase price of all
     Disqualified Equity Interests of such Person;

          (6) all Capitalized Lease Obligations of such Person;

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          (7) all Indebtedness of others secured by a Lien on any asset of such
     Person, whether or not such Indebtedness is assumed by such Person;

          (8) all Indebtedness of others guaranteed by such Person to the extent
     of such guarantee; provided that Indebtedness of the Issuer or its
     Subsidiaries that is guaranteed by the Issuer or the Issuer's Subsidiaries
     shall only be counted once in the calculation of the amount of Indebtedness
     of the Issuer and its Subsidiaries on a consolidated basis;

          (9) all Attributable Indebtedness;

          (10) to the extent not otherwise included in this definition, Hedging
     Obligations of such Person; and

          (11) all obligations of such Person under conditional sale or other
     title retention agreements relating to assets purchased by such Person.

     For purposes of calculating the amount of any non-interest bearing or other
discount security, such Indebtedness shall be deemed to be the principal amount
thereof that would be shown on the balance sheet of the issuer thereof dated
such date prepared in accordance with GAAP, but such security shall be deemed to
have been incurred only on the date of the original issuance thereof. The amount
of Indebtedness of any Person at any date shall be the outstanding balance at
such date of all unconditional obligations as described above, the maximum
liability of such Person for any such contingent obligations at such date and,
in the case of clause (7), the lesser of (a) the Fair Market Value of any asset
subject to a Lien securing the Indebtedness of others on the date that the Lien
attaches and (b) the amount of the Indebtedness secured. For purposes of clause
(5), the "maximum fixed redemption or repurchase price" of any Disqualified
Equity Interests that do not have a fixed redemption or repurchase price shall
be calculated in accordance with the terms of such Disqualified Equity Interests
as if such Disqualified Equity Interests were redeemed or repurchased on any
date on which an amount of Indebtedness outstanding shall be required to be
determined pursuant to the Indenture.

     "INDEPENDENT DIRECTOR" means a director of the Issuer who

          (1) is independent with respect to the transaction at issue;

          (2) does not have any material financial interest in the Issuer or any
     of its Affiliates (other than as a result of holding securities of the
     Issuer); and

          (3) has not and whose Affiliates or affiliated firm has not, at any
     time during the twelve months prior to the taking of any action hereunder,
     directly or indirectly, received, or entered into any understanding or
     agreement to receive, any compensation, payment or other benefit, of any
     type or form, from the Issuer or any of its Affiliates, other than
     customary directors' fees for serving on the Board of Directors of the
     Issuer or any Affiliate and reimbursement of out-of-pocket expenses for
     attendance at the Issuer's or Affiliate's board and board committee
     meetings.

     "INDEPENDENT FINANCIAL ADVISOR" means an accounting, appraisal or
investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Issuer's Board of Directors, qualified to perform the
task for which it has been engaged and disinterested and independent with
respect to the Issuer and its Affiliates.

     "INTEREST" means, with respect to the Notes, interest and Liquidated
Damages, if any, on the Notes.

     "INVESTMENTS" of any Person means:

          (1) all direct or indirect investments by such Person in any other
     Person in the form of loans, advances or capital contributions or other
     credit extensions constituting Indebtedness of such other Person, and any
     guarantee of Indebtedness of any other Person;

          (2) all purchases (or other acquisitions for consideration) by such
     Person of Indebtedness, Equity Interests or other securities of any other
     Person;

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          (3) all other items that would be classified as investments on a
     balance sheet of such Person prepared in accordance with GAAP; and

          (4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

     Except as otherwise expressly specified in this definition, the amount of
any Investment (other than an Investment made in cash) shall be the fair market
value thereof on the date such Investment is made. The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with the covenant described under "-- Certain Covenants -- Limitations on
Designation of Unrestricted Subsidiaries." If the Issuer or any Subsidiary sells
or otherwise disposes of any Equity Interests of any direct or indirect
Subsidiary such that, after giving effect to any such sale or disposition, such
Person is no longer a Subsidiary, the Issuer shall be deemed to have made an
Investment on the date of any such sale or other disposition equal to the fair
market value of the Equity Interests of and all other Investments in such
Subsidiary not sold or disposed of, which amount shall be determined by the
Board of Directors. The acquisition by the Issuer or any Restricted Subsidiary
of a Person that becomes a Restricted Subsidiary and that holds an Investment in
a third Person shall be deemed to be an Investment by the Issuer or such
Restricted Subsidiary in the third Person in an amount equal to the Fair Market
Value of the Investment held by the acquired Person in the third Person.
Notwithstanding the foregoing, purchases or redemptions of Equity Interests of
the Issuer shall be deemed not to be Investments.

     "ISSUE DATE" means the date on which the Notes are originally issued.

     "LIEN" means, with respect to any asset, any mortgage, deed of trust, lien
(statutory or other), pledge, lease, easement, restriction, covenant, charge,
security interest or other encumbrance of any kind or nature 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, and any
lease in the nature thereof, any option or other agreement to sell granted as
credit support for any Indebtedness and any filing of any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction
(other than cautionary filings in respect of operating leases).

     "LIQUIDATED DAMAGES" has the meaning set forth in the Registration Rights
Agreement.

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

     "NET AVAILABLE PROCEEDS" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents, net of

          (1) brokerage commissions and other fees and expenses (including fees
     and expenses of legal counsel, accountants and investment banks) of such
     Asset Sale;

          (2) provisions for taxes payable as a result of such Asset Sale (after
     taking into account any available tax credits or deductions and any tax
     sharing arrangements);

          (3) amounts required to be paid to any Person (other than the Issuer
     or any Restricted Subsidiary) owning a beneficial interest in the assets
     subject to the Asset Sale or having a Lien thereon;

          (4) payments of unassumed liabilities (not constituting Indebtedness)
     relating to the assets sold at the time of, or within 30 days after the
     date of, such Asset Sale; and

          (5) appropriate amounts to be provided by the Issuer or any Restricted
     Subsidiary, as the case may be, as a reserve required in accordance with
     GAAP against any liabilities associated with such Asset Sale and retained
     by the Issuer or any Restricted Subsidiary, as the case may be, after such
     Asset Sale, including pensions and other postemployment benefit
     liabilities, liabilities related to environmental matters and liabilities
     under any indemnification obligations associated with such Asset Sale, all
     as reflected in an Officers' Certificate delivered to the Trustee;
     provided, however, that any amounts remaining after adjustments,
     revaluations or liquidations of such reserves shall constitute Net
     Available Proceeds.

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     "NON-RECOURSE DEBT" means Indebtedness of an Unrestricted Subsidiary:

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

          (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 any holder of
     any other Indebtedness (other than the Notes) of the Issuer or any
     Restricted Subsidiary to declare a default on the other Indebtedness or
     cause the payment thereof to be accelerated or payable prior to its stated
     maturity; and

          (3) as to which the lenders have been notified in writing that they
     will not have any recourse to the Equity Interests or assets of the Issuer
     or any Restricted Subsidiary.

     "OBLIGATION" means any principal, interest, penalties, fees,
indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.

     "OFFICER" means any of the following of the Issuer: the Chairman of the
Board of Directors, the Chief Executive Officer, the Chief Financial Officer,
the President, any Vice President, the Treasurer or the Secretary.

     "OFFICERS' CERTIFICATE" means a certificate signed by two Officers.

     "PARI PASSU INDEBTEDNESS" means any Indebtedness of the Issuer or any
Guarantor that ranks pari passu as to payment with the Notes or the Note
Guarantees, as applicable.

     "PERMITTED BUSINESS" means the businesses engaged in by the Issuer and its
Subsidiaries on the Issue Date as described in this prospectus and businesses
that are reasonably related thereto or reasonable extensions thereof.

     "PERMITTED HOLDER" means (i) Al Gonsoulin and his spouse and lineal
descendants, their respective estates or legal representatives, (ii) trusts
created for the benefit of such Persons, and (iii) entities 80% or more of the
Voting Stock of which is directly or indirectly owned by any of the preceding
Persons.

     "PERMITTED INVESTMENT" means:

          (1) Investments by the Issuer or any Restricted Subsidiary in (a) any
     Restricted Subsidiary or (b) in any Person that is or will become
     immediately after such Investment a Restricted Subsidiary or that will
     merge or consolidate into the Issuer or a Restricted Subsidiary;

          (2) Investments in the Issuer by any Restricted Subsidiary;

          (3) loans and advances to directors, employees and officers of the
     Issuer and the Restricted Subsidiaries for bona fide business purposes and
     to purchase Equity Interests of the Issuer not in excess of $3.0 million at
     any one time outstanding;

          (4) Hedging Obligations incurred pursuant to clause (4) of the second
     paragraph under the covenant described under "-- Certain
     Covenants -- Limitations on Additional Indebtedness";

          (5) Cash Equivalents;

          (6) receivables owing to the Issuer or any Restricted Subsidiary if
     created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; provided, however,
     that such trade terms may include such concessionary trade terms as the
     Issuer or any such Restricted Subsidiary deems reasonable under the
     circumstances;

          (7) Investments in securities of trade creditors or customers received
     pursuant to any plan of reorganization or similar arrangement upon the
     bankruptcy or insolvency of such trade creditors or customers;

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          (8) Investments made by the Issuer or any Restricted Subsidiary as a
     result of consideration received in connection with an Asset Sale made in
     compliance with the covenant described under "-- Certain
     Covenants -- Limitations on Asset Sales";

          (9) Investments in prepaid expenses, negotiable instruments held for
     collection or deposit and lease, utility and workers compensation,
     performance and similar deposits entered into in the ordinary course of
     business;

          (10) Investments made by the Issuer or a Restricted Subsidiary for
     consideration consisting only of Qualified Equity Interests of the Issuer;

          (11) stock, obligations or securities received in settlement of debts
     created in the ordinary course of business and owing to the Issuer or any
     Restricted Subsidiary or in satisfaction of judgments;

          (12) Investments in international joint ventures in an aggregate
     amount not to exceed $15.0 million at any one time outstanding (with each
     investment being valued as of the date made and without regard to
     subsequent changes in value); and

          (13) other Investments in an aggregate amount not to exceed $15.0
     million at any one time outstanding (with each Investment being valued as
     of the date made and without regard to subsequent changes in value).

     The amount of Investments outstanding at any time pursuant to clause (12)
or (13) above shall be deemed to be reduced:

             (a) upon the disposition or repayment of or return on any
        Investment made pursuant to clause (12) or (13) above, by an amount
        equal to the return of capital with respect to such Investment to the
        Issuer or any Restricted Subsidiary (to the extent not included in the
        computation of Consolidated Net Income), less the cost of the
        disposition of such Investment and net of taxes; and

             (b) upon a Redesignation of an Unrestricted Subsidiary as a
        Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair
        Market Value of the Issuer's proportionate interest in such Subsidiary
        immediately following such Redesignation, and (y) the aggregate amount
        of Investments in such Subsidiary that increased (and did not previously
        decrease) the amount of Investments outstanding pursuant to clause (12)
        or (13) above.

     "PERMITTED LIENS" means the following types of Liens:

          (1) Liens for taxes, assessments or governmental charges or claims
     either (a) not delinquent or (b) contested in good faith by appropriate
     proceedings and as to which the Issuer or the Restricted Subsidiaries shall
     have set aside on its books such reserves as may be required pursuant to
     GAAP;

          (2) statutory Liens of landlords and Liens of carriers, warehousemen,
     mechanics, suppliers, materialmen, repairmen and other Liens imposed by law
     incurred in the ordinary course of business for sums not yet delinquent or
     being contested in good faith, if such reserve or other appropriate
     provision, if any, as shall be required by GAAP shall have been made in
     respect thereof;

          (3) Liens incurred or deposits made in the ordinary course of business
     in connection with workers' compensation, unemployment insurance and other
     types of social security, or to secure the performance of tenders,
     statutory obligations, surety and appeal bonds, bids, leases, government
     contracts, performance and return-of-money bonds and other similar
     obligations (exclusive of obligations for the payment of borrowed money);

          (4) Liens upon specific items of inventory or other goods and proceeds
     of any Person securing such Person's obligations in respect of bankers'
     acceptances issued or created for the account of such Person to facilitate
     the purchase, shipment or storage of such inventory or other goods;

          (5) judgment Liens not giving rise to a Default so long as such Liens
     are adequately bonded and any appropriate legal proceedings which may have
     been duly initiated for the review of such judgment
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     have not been finally terminated or the period within which the proceedings
     may be initiated has not expired;

          (6) easements, rights-of-way, zoning restrictions and other similar
     charges, restrictions or encumbrances in respect of real property or
     immaterial imperfections of title which do not, in the aggregate, impair in
     any material respect the ordinary conduct of the business of the Issuer and
     the Restricted Subsidiaries taken as a whole;

          (7) Liens securing reimbursement obligations with respect to
     commercial letters of credit which encumber documents and other assets
     relating to such letters of credit and products and proceeds thereof;

          (8) Liens encumbering deposits made to secure obligations arising from
     statutory, regulatory, contractual or warranty requirements of the Issuer
     or any Restricted Subsidiary, including rights of offset and setoff;

          (9) bankers' Liens, rights of setoff and other similar Liens existing
     solely with respect to cash and Cash Equivalents on deposit in one or more
     of accounts maintained by the Issuer or any Restricted Subsidiary, in each
     case granted in the ordinary course of business in favor of the bank or
     banks with which such accounts are maintained, securing amounts owing to
     such bank with respect to cash management and operating account
     arrangements, including those involving pooled accounts and netting
     arrangements; provided that in no case shall any such Liens secure (either
     directly or indirectly) the repayment of any Indebtedness;

          (10) leases or subleases granted to others that do not materially
     interfere with the ordinary course of business of the Issuer or any
     Restricted Subsidiary;

          (11) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

          (12) Liens securing all of the Notes and Liens securing any Note
     Guarantee;

          (13) Liens existing on the Issue Date securing Indebtedness
     outstanding on the Issue Date;

          (14) Liens in favor of the Issuer or a Guarantor;

          (15) Liens securing Indebtedness under a Credit Agreement in an
     aggregate principal amount not to exceed the greater of (a) $50.0 million
     and (b) 80% of the book value of accounts receivable plus 50% of the book
     value of inventory of the Issuer and the Restricted Subsidiaries,
     calculated on a consolidated basis and in accordance with GAAP;

          (16) Liens securing Purchase Money Indebtedness;

          (17) Liens securing Acquired Indebtedness permitted to be incurred
     under the Indenture; provided that the Liens do not extend to assets not
     subject to such Lien at the time of acquisition (other than improvements
     and accessions thereto and proceeds thereof);

          (18) Liens on assets of a Person existing at the time such Person is
     acquired or merged with or into or consolidated with the Issuer or any such
     Restricted Subsidiary (and not created in anticipation or contemplation
     thereof);

          (19) Liens securing Indebtedness of the Issuer and the Restricted
     Subsidiaries in an aggregate principal amount that, together with
     Indebtedness secured by Liens incurred pursuant to clause (15) of this
     definition, does not exceed 15% of Consolidated Net Tangible Assets;

          (20) Liens to secure Refinancing Indebtedness of Indebtedness secured
     by Liens referred to in the foregoing clauses (13), (15), (16) and (17);
     provided that in each case such Liens do not extend to any additional
     assets (other than improvements or accessions thereto and replacements or
     proceeds thereof);

          (21) Liens to secure Attributable Indebtedness and/or that are
     permitted to be incurred pursuant to the covenant described under
     "-- Limitations on Sale and Leaseback Transactions";
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<PAGE>

     provided that any such Lien shall not extend to or cover any assets of the
     Issuer or any Restricted Subsidiary other than the assets which are the
     subject of the Sale and Leaseback Transaction in which the Attributable
     Indebtedness is incurred; and

          (22) Liens incurred in the ordinary course of business of the Issuer
     or any Restricted Subsidiary with respect to obligations (other than
     Indebtedness) that do not in the aggregate exceed $10.0 million at any one
     time outstanding.

     "PERSON" means any individual, corporation, partnership, limited liability
company, joint venture, incorporated or unincorporated association, joint-stock
company, trust, unincorporated organization or government or other agency or
political subdivision thereof or other entity of any kind.

     "PLAN OF LIQUIDATION" with respect to any Person, means a plan that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise):
(1) the sale, lease, conveyance or other disposition of all or substantially all
of the assets of such Person otherwise than as an entirety or substantially as
an entirety; and (2) the distribution of all or substantially all of the
proceeds of such sale, lease, conveyance or other disposition of all or
substantially all of the remaining assets of such Person to holders of Equity
Interests of such Person.

     "PREFERRED STOCK" means, with respect to any Person, any and all preferred
or preference stock or other equity interests (however designated) of such
Person whether now outstanding or issued after the Issue Date.

     "PURCHASE MONEY INDEBTEDNESS" means Indebtedness, including Capitalized
Lease Obligations, of the Issuer or any Restricted Subsidiary incurred for the
purpose of financing all or any part of the purchase price of property, plant or
equipment used in the business of the Issuer or any Restricted Subsidiary or the
cost of installation, construction or improvement thereof; provided, however,
that (1) the amount of such Indebtedness shall not exceed such purchase price or
cost, (2) such Indebtedness shall not be secured by any asset other than the
specified asset being financed or, in the case of real property, fixtures or
helicopters, additions and improvements thereto, the real property to which such
asset is attached and the proceeds thereof and (3) such Indebtedness shall be
incurred within 90 days after such acquisition of such asset by the Issuer or
such Restricted Subsidiary or such installation, construction or improvement.

     "QUALIFIED EQUITY INTERESTS" means Equity Interests of the Issuer other
than Disqualified Equity Interests; provided that such Equity Interests shall
not be deemed Qualified Equity Interests to the extent sold or owed to a
Subsidiary of the Issuer or financed, directly or indirectly, using funds (1)
borrowed from the Issuer or any Subsidiary of the Issuer until and to the extent
such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by
the Issuer or any Subsidiary of the Issuer (including, without limitation, in
respect of any employee stock ownership or benefit plan).

     "QUALIFIED EQUITY OFFERING" means the issuance and sale of Qualified Equity
Interests of the Issuer to Persons other than any Permitted Holder or any other
Person who is not, prior to such issuance and sale, an Affiliate of the Issuer.

     "REDEEM" means to redeem, repurchase, purchase, defease, retire, discharge
or otherwise acquire or retire for value; and "REDEMPTION" shall have a
correlative meaning; provided that this definition shall not apply for purposes
of "-- Optional Redemption."

     "REDESIGNATION" has the meaning given to such term in the covenant
described under "-- Certain Covenants -- Limitations on Designation of
Unrestricted Subsidiaries."

     "REFINANCE" means to refinance, repay, prepay, replace, renew or refund.

     "REFINANCING INDEBTEDNESS" means Indebtedness of the Issuer or a Restricted
Subsidiary issued in exchange for, or the proceeds from the issuance and sale or
disbursement of which are used substantially concurrently to redeem or refinance
in whole or in part, any Indebtedness of the Issuer or any Restricted Subsidiary
(the "REFINANCED INDEBTEDNESS") in a principal amount not in excess of the
principal amount

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(or accreted value, if applicable) of the Refinanced Indebtedness so repaid or
refinanced (or, if such Refinancing Indebtedness refinances Indebtedness under a
revolving credit facility or other agreement providing a commitment for
subsequent borrowings, with a maximum commitment not to exceed the maximum
commitment under such revolving credit facility or other agreement) (plus the
amount of necessary fees and expenses incurred in connection therewith and any
premiums paid on the Indebtedness so refinanced or refunded); provided that:

          (1) the Refinancing Indebtedness is the obligation of the Issuer or
     same Restricted Subsidiary as that of the Refinanced Indebtedness;

          (2) if the Refinanced Indebtedness was subordinated to or pari passu
     with the Notes or the Note Guarantees, as the case may be, then such
     Refinancing Indebtedness, by its terms, is expressly pari passu with (in
     the case of Refinanced Indebtedness that was pari passu with) or
     subordinate in right of payment to (in the case of Refinanced Indebtedness
     that was subordinated to) the Notes or the Note Guarantees, as the case may
     be, at least to the same extent as the Refinanced Indebtedness;

          (3) the Refinancing Indebtedness is scheduled to mature either (a) no
     earlier than the Refinanced Indebtedness being repaid or amended or (b)
     after the maturity date of the Notes; and

          (4) the portion, if any, of the Refinancing Indebtedness that is
     scheduled to mature on or prior to the maturity date of the Notes has a
     Weighted Average Life to Maturity at the time such Refinancing Indebtedness
     is incurred that is equal to or greater than the Weighted Average Life to
     Maturity of the portion of the Refinanced Indebtedness being repaid that is
     scheduled to mature on or prior to the maturity date of the Notes.

     "RESTRICTED PAYMENT" means any of the following:

          (1) the declaration or payment of any dividend or any other
     distribution on Equity Interests of the Issuer or any Restricted Subsidiary
     or any payment made to the direct or indirect holders (in their capacities
     as such) of Equity Interests of the Issuer or any Restricted Subsidiary,
     including, without limitation, any payment in connection with any merger or
     consolidation involving the Issuer but excluding (a) dividends or
     distributions payable solely in Qualified Equity Interests and (b) in the
     case of Restricted Subsidiaries, dividends or distributions payable to the
     Issuer or to a Restricted Subsidiary and pro rata dividends or
     distributions payable to minority stockholders of any Restricted
     Subsidiary;

          (2) the redemption of any Equity Interests of the Issuer or any
     Restricted Subsidiary, including, without limitation, any payment in
     connection with any merger or consolidation involving the Issuer but
     excluding any such Equity Interests held by the Issuer or any Restricted
     Subsidiary;

          (3) any Investment other than a Permitted Investment; or

          (4) any redemption prior to the scheduled maturity or prior to any
     scheduled repayment of principal or sinking fund payment, as the case may
     be, in respect of Subordinated Indebtedness.

     "RESTRICTED PAYMENTS BASKET" has the meaning given to such term in the
first paragraph of the covenant described under "-- Certain
Covenants -- Limitations on Restricted Payments."

     "RESTRICTED SUBSIDIARY" means any Subsidiary of the Issuer other than an
Unrestricted Subsidiary.

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

     "SALE AND LEASEBACK TRANSACTIONS" means with respect to any Person an
arrangement with any bank, insurance company or other lender or investor or to
which such lender or investor is a party, providing for the leasing by such
Person of any asset of such Person which has been or is being sold or
transferred by such Person to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender or investor on the security
of such asset.

     "SEC" means the U.S. Securities and Exchange Commission.
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<PAGE>

     "SECRETARY'S CERTIFICATE" means a certificate signed by the Secretary or an
Assistant Secretary of the Issuer.

     "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

     "SIGNIFICANT SUBSIDIARY" means (1) any Restricted Subsidiary that would be
a "significant subsidiary" as defined in Regulation S-X promulgated pursuant to
the Securities Act as such Regulation is in effect on the Issue Date and (2) any
Restricted Subsidiary that, when aggregated with all other Restricted
Subsidiaries that are not otherwise Significant Subsidiaries and as to which any
event described in clause (7) or (8) under "-- Events of Default" has occurred
and is continuing, would constitute a Significant Subsidiary under clause (1) of
this definition.

     "SUBORDINATED INDEBTEDNESS" means Indebtedness of the Issuer or any
Restricted Subsidiary that is subordinated in right of payment to the Notes or
the Note Guarantees, respectively.

     "SUBSIDIARY" means, with respect to any Person:

          (1) any corporation, limited liability company, association or other
     business entity of which more than 50% of the total voting power of the
     Equity Interests entitled (without regard to the occurrence of any
     contingency) to vote in the election of the Board of Directors thereof are
     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

          (2) any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general partners of which are such Person or of one or more
     Subsidiaries of such Person (or any combination thereof).

     Unless otherwise specified, "Subsidiary" refers to a Subsidiary of the
Issuer.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended.

     "UNRESTRICTED SUBSIDIARY" means (1) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of the Issuer in accordance with the covenant described under
"-- Certain Covenants -- Limitations on Designation of Unrestricted
Subsidiaries" and (2) any Subsidiary of an Unrestricted Subsidiary.

     "U.S. GOVERNMENT OBLIGATIONS" means direct non-callable 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.

     "VOTING STOCK" with respect to any Person, means securities of any class of
Equity Interests of such Person entitling the holders thereof (whether at all
times or only so long as no senior class of stock or other relevant equity
interest has voting power by reason of any contingency) to vote in the election
of members of the Board of Directors of such Person.

     "WEIGHTED AVERAGE LIFE TO MATURITY" when applied to any Indebtedness at any
date, means 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 payment 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" means a Restricted Subsidiary of which
100% of the Equity Interests (except for directors' qualifying shares or certain
minority interests owned by other Persons solely due to local law requirements
that there be more than one stockholder, but which interest is not in excess of
what is required for such purpose) are owned directly by the Issuer or through
one or more Wholly-Owned Restricted Subsidiaries.

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BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES

     The Notes are represented by one or more global notes (the "GLOBAL NOTES")
in definitive form. The Global Notes will be deposited on the Issue Date with,
or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC
(such nominee being referred to herein as the "GLOBAL NOTE HOLDER"). DTC will
maintain the Notes in denominations of $1,000 and integral multiples thereof
through its book-entry facilities.

     DTC has advised the Issuer as follows:

     DTC is a limited-purpose trust company that was created to hold securities
for its participating organizations, including Euroclear and Clearstream
(collectively, the "PARTICIPANTS" or the "DEPOSITARY'S PARTICIPANTS"), and to
facilitate the clearance and settlement of transactions in these securities
between Participants through electronic book-entry changes in accounts of its
Participants. The Depositary's Participants include securities brokers and
dealers (including the initial purchasers), banks and trust companies, clearing
corporations and certain other organizations. Access to DTC's system is also
available to other entities such as banks, brokers, dealers and trust companies
(collectively, the "INDIRECT PARTICIPANTS" or the "DEPOSITARY'S INDIRECT
PARTICIPANTS") that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly. Persons who are not Participants may
beneficially own securities held by or on behalf of DTC only through the
Depositary's Participants or the Depositary's Indirect Participants. Pursuant to
procedures established by DTC, ownership of the Notes will be shown on, and the
transfer of ownership thereof will be effected only through, records maintained
by DTC (with respect to the interests of the Depositary's Participants) and the
records of the Depositary's Participants (with respect to the interests of the
Depositary's Indirect Participants).

     The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. Consequently, the ability to
transfer the Notes will be limited to such extent.

     So long as the Global Note Holder is the registered owner of any Notes, the
Global Note Holder will be considered the sole Holder of outstanding Notes
represented by such Global Notes under the Indenture. Except as provided below,
owners of Notes will not be entitled to have Notes registered in their names and
will not be considered the owners or holders thereof under the Indenture for any
purpose, including with respect to the giving of any directions, instructions,
or approvals to the Trustee thereunder. None of the Issuer, the Guarantors or
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of Notes by DTC, or for
maintaining, supervising or reviewing any records of DTC relating to such Notes.

     Payments in respect of the principal of, premium, if any, and interest on
any Notes registered in the name of a Global Note Holder on the applicable
record date will be payable by the Trustee to or at the direction of such Global
Note Holder in its capacity as the registered holder under the Indenture. Under
the terms of the Indenture, the Issuer and the Trustee may treat the persons in
whose names any Notes, including the Global Notes, are registered as the owners
thereof for the purpose of receiving such payments and for any and all other
purposes whatsoever. Consequently, neither the Issuer or the Trustee has or will
have any responsibility or liability for the payment of such amounts to
beneficial owners of Notes (including principal, premium, if any, and interest).
The Issuer believes, however, that it is currently the policy of DTC to
immediately credit the accounts of the relevant Participants with such payments,
in amounts proportionate to their respective beneficial interests in the
relevant security as shown on the records of DTC. Payments by the Depositary's
Participants and the Depositary's Indirect Participants to the beneficial owners
of Notes will be governed by standing instructions and customary practice and
will be the responsibility of the Depositary's Participants or the Depositary's
Indirect Participants.

     If (1) the Depositary notifies the Issuer in writing that DTC is no longer
willing or able to act as a depositary and the Issuer is unable to locate a
qualified successor within 90 days or (2) the Issuer, at its option, notifies
the Trustee in writing that it elects to cause the issuance of Notes in
definitive form under the Indenture, then, upon surrender by the relevant Global
Note Holder of its Global Note, Notes in such

                                        88
<PAGE>

form will be issued to each person that such Global Note Holder and DTC
identifies as being the beneficial owner of the related Notes. Upon any such
issuance, the Trustee is required to register such Notes in the name of and
cause the same to be delivered to, such person or persons (or the nominee of any
thereof). Such Notes would be issued in fully registered form and would be
subject to certain legal requirements.

     Neither the Issuer nor the Trustee will be liable for any delay by the
Global Note Holder or DTC in identifying the beneficial owners of Notes and the
Issuer and the Trustee may conclusively rely on, and will be protected in
relying on, instructions from the Global Note Holder or DTC for all purposes.

                     U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following is a general discussion of the material U.S. federal income
tax consequences of the acquisition, ownership and disposition of notes. This
discussion is based on current provisions of the Internal Revenue Code of 1986,
as amended, or the Code, U.S. Department of Treasury regulations promulgated
under the Code, and administrative and judicial interpretations thereof, all as
in effect on the date hereof and all of which are subject to change, possibly on
a retroactive basis.

     This discussion applies only to initial holders that purchase notes upon
original issuance at the initial offering price and that hold notes as capital
assets. This discussion is for general information only and does not address all
of the U.S. federal income tax consequences that may be important to particular
holders in light of their individual circumstances. Such holders may include
banks and other financial institutions, insurance companies, tax-exempt
entities, dealers in securities, certain former citizens or former long-term
residents of the United States, hybrid entities, persons holding the notes as
part of a hedging or conversion transaction or a straddle or holders that have a
functional currency other than the U.S. dollar. This discussion does not include
any description of the tax laws of any state, local or foreign government that
may be applicable to a particular beneficial owner.

     As used herein, the term "U.S. Holder" means a beneficial owner of a note
that is, for U.S. federal income tax purposes, a citizen or resident of the
United States, a corporation organized under the laws of the United States or
any State thereof, including the District of Columbia, or an estate or trust
that is a United States person as defined in the Code. The term "Non-U.S.
Holder" means a beneficial owner of a note that is not a U.S. Holder. This
discussion does not address the tax consequences to Non-U.S. Holders that are
subject to U.S. federal income tax on a net basis on income realized with
respect to a Note because such income is effectively connected with the conduct
of a United States trade or business. Such holders generally are taxed in a
manner similar to the taxation of U.S. Holders.

     You are urged to consult your own tax advisors as to the particular U.S.
federal income and other tax consequences to you of the acquisition, ownership
and disposition of the notes as well as any tax consequences under state, local
and foreign tax laws, and the possible effects of changes in tax laws.

FEDERAL INCOME TAXATION OF U.S. HOLDERS

     In general, interest on notes will be taxable to a U.S. Holder as ordinary
income at the time it accrues or is actually or constructively received in
accordance with the U.S. Holder's method of accounting for federal income tax
purposes. It is expected that the notes will be issued without original issue
discount and the following discussion so assumes. If, however, the notes are
purchased at original issuance for a purchase price that is less than their face
amount by more than one quarter of one percent times the number of complete
years to maturity, they could be treated as issued with original issue discount
and such discount would be accrued and included in the U.S. Holder's income over
the term of the notes.

     Upon the sale, exchange, redemption, retirement at maturity or other
taxable disposition of a note, a U.S. Holder generally will recognize taxable
gain or loss equal to the difference between (1) the sum of cash and the fair
market value of other property received on such disposition, except to the
extent such cash or property is attributable to accrued but unpaid interest
which will be taxable as ordinary income,
                                        89
<PAGE>

and (2) such U.S. Holder's adjusted tax basis in the note. Such gain or loss
generally will be capital gain or loss, and will be long-term capital gain or
loss if the notes were held for more than one year on the date of disposition.

     We may be required to pay additional interest to U.S. Holders of the notes
in certain circumstances. Although the matter is not entirely free from doubt,
we intend to take the position that a U.S. Holder of a note should treat any
such additional interest as ordinary interest income for United States federal
income tax purposes at the time it accrues or is received in accordance with
such U.S. Holder's method of tax accounting. The exchange of notes for exchange
notes pursuant to the exchange offer will not constitute a taxable exchange for
U.S. federal income tax purposes, and the tax basis in the exchange notes will
be the same as the U.S. Holder's tax basis in the notes immediately before such
exchange.

     U.S. Holders will generally be required to supply a social security number
or other taxpayer identification number in order to avoid backup withholding
(currently at the rate of 30% but subject to periodic adjustment) on amounts
paid on a note, and the proceeds of a sale of a note. In addition, such payments
will generally be subject to information reporting. The amount of any backup
withholding from a payment will be allowed as a credit against the U.S. Holder's
federal income tax liability and may entitle such U.S. Holder to a refund,
provided that the required information is furnished to the United States
Internal Revenue Service, or IRS.

FEDERAL INCOME TAXATION OF NON-U.S. HOLDERS

     General.  Payments of interest on notes to a Non-U.S. Holder will not be
subject to federal income or withholding tax, except as described below under
"-- Backup withholding and information reporting," provided that (a) the
Non-U.S. Holder does not actually or constructively own 10% or more of the total
combined voting power of all classes of our stock entitled to vote, (b) the
Non-U.S. Holder is not a controlled foreign corporation that is related to us,
through stock ownership, (c) the Non-U.S. Holder is not a bank described in
Section 881(c)(3)(A) of the Code, and (d) either (i) the Non-U.S. Holder
certifies under penalties of perjury on IRS Form W-8BEN or a suitable substitute
form that it is not a "U.S. person," as defined in the Code, and provides the
name and address of the beneficial owner, or (ii) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business and holds the notes
on behalf of the Non-U.S. Holder certifies under penalties of perjury that such
a statement has been received from the Non-U.S. Holder and furnishes a copy
thereof. In the case of notes held by a foreign partnership, the certification
must be provided by the partners rather than the partnership. A Non-U.S. Holder
may also be entitled to the benefits of an income tax treaty under which
interest on notes would be subject to a reduced rate of or exemption from
withholding tax, provided a properly executed IRS Form W-8BEN is furnished to
the withholding agent.

     A Non-U.S. Holder generally will not be subject to United States income or
withholding tax, except as described below under "-- Backup withholding and
information reporting," on gain realized on the sale, exchange, redemption,
retirement at maturity or other disposition of a note unless the Non-U.S. Holder
is an individual who is present in the United States for a period or periods
aggregating 183 or more days in the taxable year of disposition and certain
other conditions are met.

     Notes held at the time of death, or previously transferred subject to
certain retained rights or powers, by an individual who at the time of death is
not a citizen or resident of the United States will not be included in such
holder's gross estate for United States federal estate tax purposes, provided
that the individual does not actually or constructively own 10% or more of the
total combined voting power of all classes of our stock entitled to vote and the
income on the notes is not effectively connected with the conduct of a United
States trade or business by the individual.

     Backup withholding and information reporting.  Backup withholding will not
apply to payments made by us or a paying agent to Non-U.S. Holders if the
certification described above is received, provided that the payor does not have
actual knowledge that the holder is a United States person. Backup withholding
and information reporting generally will not apply if payments on a Note are
made to a Non-U.S. Holder
                                        90
<PAGE>

by or through the foreign office of a custodian, nominee or other agent of such
Non-U.S. Holder, or if the foreign office of a broker pays the proceeds of the
sale of a Note. Information reporting requirements, but not backup withholding,
will apply however to a payment by or through a foreign office of a custodian,
nominee, agent or broker that is, for United States federal income tax purposes,
a United States person, a controlled foreign corporation, a foreign person that
derives 50% or more of its gross income for certain periods from the conduct of
a trade or business in the United States or a foreign partnership that at any
time during its taxable year is 50% or more owned by United States persons,
unless such custodian, nominee, agent or broker has documentary evidence in its
records that the holder is a non-United States person and certain other
conditions are met, or the holder otherwise establishes an exemption. Payment by
a United States office of a custodian, nominee, agent or broker is subject to
both backup withholding (currently at a rate of 30% but subject to future
adjustment) and information reporting unless the holder certifies, under
penalties of perjury, that it is not a United States person and the payor does
not have actual knowledge to the contrary, or the holder otherwise establishes
an exemption. A Non-U.S. Holder may obtain a refund or a credit against such
Non-U.S. Holder's United States federal income tax liability of any amounts
withheld under the backup withholding rules, provided the required information
is furnished to the IRS.

                              PLAN OF DISTRIBUTION

     Based on interpretations by the staff of the SEC set forth in no-action
letters issued to third parties, we believe that you may freely transfer Series
B notes issued under the exchange offer in exchange for Series A notes, unless
you are:

     - our "affiliate" within the meaning of Rule 405 under the Securities Act;

     - a broker-dealer or an initial purchaser that acquired Series A notes
       directly from us; or

     - a broker-dealer that acquired Series A notes as a result of market-making
       or other trading activities without compliance with the registration and
       prospectus delivery provisions of the Securities Act;

provided that you acquire the Series B notes in the ordinary course of your
business and you are not engaged in, and do not intend to engage in, and have no
arrangement or understanding with any person to participate in, a distribution
of the Series B notes. Broker-dealers receiving Series B notes in the exchange
offer in exchange for Series A notes that were acquired in market-making or
other trading activities will be subject to a prospectus delivery requirement
with respect to resales of the Series B notes.

     To date, the staff of the SEC has taken the position that participating
broker-dealers may fulfill their prospectus delivery requirements with respect
to transactions involving an exchange of securities such as this exchange offer,
other than a resale of an unsold allotment from the original sale of the Series
A notes, with the prospectus contained in the exchange offer registration
statement. Pursuant to the registration agreement, we have agreed to permit such
participating broker-dealers to use this prospectus in connection with the
resale of Series B notes.

     If you wish to exchange your Series A notes for Series B notes in the
exchange offer, you will be required to make certain representations to us as
set forth in "The exchange offer -- Registration rights" and "-- Procedures for
tendering Series A notes -- Determination of validity" of this prospectus
beginning on pages 15 and 21, and in the letter of transmittal. In addition, if
you are a broker-dealer who receives Series B notes for your own account in
exchange for Series A notes that were acquired by you as a result of
market-making activities or other trading activities, you will be required to
acknowledge that you will deliver a prospectus in connection with any resale by
you of those Series B notes. See "The exchange offer -- Resale of Series B
notes; Plan of distribution" beginning on page 25.

                                        91
<PAGE>

     We will not receive any proceeds from any sale of Series B notes by
broker-dealers. Broker-dealers who receive Series B notes for their own account
in the exchange offer may sell them from time to time in one or more
transactions in the over-the-counter market:

     - in negotiated transactions;

     - through the writing of options on the Series B notes or a combination of
       such methods of resale;

     - at market prices prevailing at the time of resale; or

     - at prices related to the prevailing market prices or negotiated prices.

     Any resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions
from any broker-dealer or the purchasers of any Series B notes. Any
broker-dealer that resells Series B notes it received for its own account
pursuant to the exchange offer and any broker or dealer that participates in a
distribution of Series B notes may be deemed to be an "underwriter" within the
meaning of the Securities Act, and any profit on any resale of Series B notes
and any commissions or concessions received by any such persons may be deemed to
be underwriting compensation under the Securities Act. Although the letter of
transmittal requires a broker-dealer to deliver a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act as a result of such delivery.

     We have agreed to pay all expenses incidental to the exchange offer other
than commissions and concessions of any brokers or dealers and will indemnify
holders of the Series A notes, including any broker-dealers, against certain
liabilities, including liabilities under the Securities Act, as set forth in the
registration rights agreement.

                                 LEGAL MATTERS

     The validity of the Series B notes being offered hereby will be passed upon
for us by Akin Gump Strauss Hauer & Feld LLP, Houston, Texas.

                                    EXPERTS

     The financial statements and the related financial statement schedule as of
December 31, 2000 and 2001, and for the eight months ended December 31, 1999 and
each of the two years in the period ended December 31, 2001, included in this
prospectus have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report (which report expresses an unqualified opinion and
includes an explanatory paragraph relating to the adoption of Statement of
Financial Accounting Standards No. 133, as amended, described in Note 1)
appearing herein, and are included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

     The consolidated financial statements and schedule of Petroleum
Helicopters, Inc. for the year ended April 30, 1999, have been included herein
in reliance upon the reports of KPMG LLP, independent accountants, included
herein, and upon the authority of said firm as experts in accounting and
auditing. The audit report covering the April 30, 1999, financial statements
refers to a change in accounting for computer software costs.

                             AVAILABLE INFORMATION

     We are incorporating by reference our Annual Report on Form 10-K for the
year ended December 31, 2001 (excluding Items 7, 7A and 8) into this prospectus
and our Information Statement relating to our 2002 Annual Meeting of
Shareholders. The information in such filing is considered a part of this
prospectus, and documents filed later with the SEC will update and supersede
this information.

     We are also incorporating by reference any additional reports that we file
with the SEC between the date of the filing of this prospectus and the date of
the registration statement's effectiveness.
                                        92
<PAGE>

     You may request a copy of our filings without charge by writing or
telephoning us at the following address:

                          Petroleum Helicopters, Inc.
                             Post Office Box 90808
                               Municipal Airport
                           Lafayette, Louisiana 70509
                                 (337) 235-2452

     Descriptions in this prospectus, including those contained in the documents
incorporated by reference, of contracts and other documents are not necessarily
complete and, in each instance, reference is made to the copies of these
contracts and documents filed as exhibits to the documents incorporated by
reference in this prospectus.

     TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THIS INFORMATION NO LATER THAN
          , 2002.

                      WHERE YOU CAN FIND MORE INFORMATION

     We file with the SEC annual, quarterly and special reports, proxy
statements and other information required by the Securities Exchange Act of
1934. You may read and copy any materials we file with the SEC at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. Our SEC filings are also available from the SEC's web site at:
http://www.sec.gov. Copies of these reports, proxy statements and other
information also can be inspected at the following address:

                            The Nasdaq Stock Market
                                Reports Section
                                 1735 K Street
                             Washington, D.C. 20006

                           FORWARD-LOOKING STATEMENTS

     This prospectus and the documents incorporated herein by reference contain
forward-looking statements within the meaning of the U.S. federal securities
laws including:

     - certain statements, including possible or assumed future results of
       operations, in "Management's Discussion and Analysis of Financial
       Condition and Results of Operations;"

     - any statements contained herein or therein regarding the prospects for
       our business or any of our services;

     - any statements preceded by, followed by or that include the words
       "believes," "expects," "anticipates," "intends," "estimates," "plans" or
       similar expressions; and

     - other statements contained herein or therein regarding matters that are
       not historical facts.

     Our business and results of operations are subject to risks and
uncertainties, including the specific risk factors described in "Risk Factors,"
many of which are beyond our ability to control or predict. Because of these
risks and uncertainties, actual results may differ materially from those
expressed or implied by forward-looking statements, and investors are cautioned
not to place undue reliance on such statements, which speak only as of the date
thereof.

                                        93
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Independent auditors' reports...............................  F-2
Consolidated balance sheets as of December 31, 2000 and
  2001......................................................  F-4
Consolidated statements of operations for the year ended
  April 30, 1999, for the eight months ended December 31,
  1999 and for the years ended December 31, 2000 and 2001...  F-5
Consolidated statements of changes in shareholder's equity
  for the year ended April 30, 1999, for the eight months
  ended December 31, 1999 and for the years ended December
  31, 2000 and 2001.........................................  F-6
Consolidated statements of comprehensive income (loss) for
  the year ended April 30, 1999, for the eight months ended
  December 31, 1999 and for the years ended December 31,
  2000 and 2001.............................................  F-6
Consolidated statements of cash flows for the year ended
  April 30, 1999, for the eight months ended December 31,
  1999 and for the years ended December 31, 2000 and 2001...  F-7
Notes to consolidated financial statements..................  F-8
</Table>

                                       F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Petroleum Helicopters, Inc.

     We have audited the accompanying consolidated balance sheets of Petroleum
Helicopters, Inc. and subsidiaries as of December 31, 2001 and 2000, and the
related consolidated statements of operations, shareholders' equity,
comprehensive income (loss) and cash flows for the years ended December 31, 2001
and 2000, and the eight months ended December 31, 1999. Our audits also included
the accompanying financial statement schedule, "Valuation and Qualifying
Accounts," for the years ended December 31, 2001 and 2000, and the eight months
ended December 31, 1999. These financial statements and the financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Petroleum Helicopters, Inc. and
subsidiaries as of December 31, 2001 and 2000, and the results of its operations
and its cash flows for the years ended December 31, 2001 and 2000, and the eight
months ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the
related financial statement schedule for the years ended December 31, 2001 and
2000, and the eight months ended December 31, 1999, when considered in relation
to the basic consolidated financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

     As discussed in Note 1 to the consolidated financial statements, in 2001
the Company adopted Statement of Financial Accounting Standards No. 133,
"Accounting for Derivatives Instruments and Hedging Activities," as amended.

/s/ DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 22, 2002
(April 17, 2002 as to Note 12)

                                       F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Petroleum Helicopters, Inc.

     We have audited the consolidated statements of operations, shareholders'
equity, and cash flows of Petroleum Helicopters, Inc. and subsidiaries for the
year ended April 30, 1999. In connection with our audit of the consolidated
financial statements, we also have audited the accompanying financial statement
schedule, "Valuation and Qualifying Accounts," for the year ended April 30,
1999. These consolidated financial statements and the financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial statements and the
financial statement schedule based on our audit.

     We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of Petroleum Helicopters,
Inc. and subsidiaries' operations and their cash flows for the year ended April
30, 1999, in conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.

     As discussed in Note 1 to the consolidated financial statements, in fiscal
1999 the Company adopted the method of accounting for computer software costs
prescribed by Statement of Position 98-1.

/s/ KPMG LLP

KPMG LLP
New Orleans, Louisiana
June 11, 1999

                                       F-3
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  2001           2000
                                                              ------------   ------------
                                                                (THOUSANDS OF DOLLARS)
<S>                                                           <C>            <C>
                                         ASSETS
Current Assets:
  Cash and cash equivalents.................................    $  5,435       $    863
  Accounts receivable -- net of allowance:
     Trade..................................................      45,361         39,399
     Other..................................................       1,649          3,490
  Inventory.................................................      34,382         35,175
  Other current assets......................................       5,799          5,112
  Refundable income taxes...................................          --          3,852
                                                                --------       --------
          Total current assets..............................      92,626         87,891
                                                                --------       --------
Other.......................................................      10,851          3,008
Property and equipment, net.................................     122,168        131,856
                                                                --------       --------
          Total Assets......................................    $225,645       $222,755
                                                                ========       ========

                          LIABILITIES AND SHAREHOLDERS' EQUITY


Current Liabilities:
  Accounts payable and accrued liabilities..................    $ 28,247       $ 30,047
  Accrued vacation payable..................................       7,020          6,553
  Income taxes payable......................................       2,428             --
  Current maturities of long-term debt and capital lease
     obligations............................................       7,944          9,744
                                                                --------       --------
          Total current liabilities.........................      45,639         46,344
                                                                --------       --------
Long-term debt and capital lease obligations, net of current
  maturities................................................      58,672         65,075
Deferred income taxes.......................................      17,612         17,600
Other long-term liabilities.................................      11,850         12,114
Commitments and contingencies (Note 9)
Shareholders' Equity:
  Voting common stock--par value of $0.10; authorized shares
     of 12,500,000..........................................         285            279
  Non-voting common stock--par value of $0.10; authorized
     shares of 12,500,000...................................         241            237
  Additional paid-in capital................................      13,327         12,045
  Accumulated other comprehensive income (loss).............      (2,030)            --
  Retained earnings.........................................      80,049         69,061
                                                                --------       --------
          Total shareholders' equity........................      91,872         81,622
                                                                --------       --------
     Total Liabilities and Shareholders' Equity.............    $225,645       $222,755
                                                                ========       ========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-4
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                                              EIGHT MONTHS
                                               YEAR ENDED      YEAR ENDED         ENDED       YEAR ENDED
                                              DECEMBER 31,    DECEMBER 31,    DECEMBER 31,     APRIL 30,
                                                  2001            2000            1999           1999
                                              -------------   -------------   -------------   -----------
                                               (THOUSANDS OF DOLLARS AND SHARES, EXCEPT PER SHARE DATA)
<S>                                           <C>             <C>             <C>             <C>
Operating revenues..........................    $277,052        $232,074        $146,380       $247,339
Gain (loss) on disposition of property and
  equipment.................................       1,351           3,963           6,595          3,583
Other.......................................       1,461              --              --             --
                                                --------        --------        --------       --------
                                                 279,864         236,037         152,975        250,922
                                                --------        --------        --------       --------
Expenses:
  Direct expenses...........................     238,153         225,567         139,902        214,516
  Selling, general and administrative.......      18,029          18,165          12,359         18,017
  Equity in net loss of unconsolidated
     subsidiaries...........................          --             716             686             40
  Special charges...........................          --           3,571              --          7,298
  Interest expense..........................       6,190           5,813           3,978          6,017
                                                --------        --------        --------       --------
                                                 262,372         253,832         156,925        245,888
                                                --------        --------        --------       --------
Earnings (loss) before income taxes.........      17,492         (17,795)         (3,950)         5,034
Income taxes................................       6,472          (5,501)         (1,251)         2,046
                                                --------        --------        --------       --------
Net earnings (loss).........................    $ 11,020        $(12,294)       $ (2,699)      $  2,988
                                                ========        ========        ========       ========
Earnings (loss) per common share:
  Basic.....................................    $   2.12        $  (2.38)       $  (0.52)      $   0.58
  Diluted...................................    $   2.08        $  (2.38)       $  (0.52)      $   0.57
Weighted average common shares
  outstanding...............................       5,199           5,164           5,160          5,167
Incremental common shares...................         106              --              --             60
                                                --------        --------        --------       --------
Weighted average common shares and common
  share equivalents.........................       5,305           5,164           5,160          5,227
                                                ========        ========        ========       ========
Dividends declared per common share.........    $     --        $     --        $   0.05       $   0.20
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-5
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<Table>
<Caption>
                                                                                     ACCUMULATED
                                       VOTING          NON-VOTING                       OTHER
                                    COMMON STOCK      COMMON STOCK     ADDITIONAL   COMPREHENSIVE
                                   ---------------   ---------------    PAID-IN        INCOME       RETAINED
                                   SHARES   AMOUNT   SHARES   AMOUNT    CAPITAL        (LOSS)       EARNINGS
                                   ------   ------   ------   ------   ----------   -------------   --------
                                                       (THOUSANDS OF DOLLARS AND SHARES)
<S>                                <C>      <C>      <C>      <C>      <C>          <C>             <C>
Balance at April 30, 1998........  2,801     $280    2,359     $236     $11,706        $    --      $ 82,483
  Stock Options Exercised........     --       --        9        1          78             --            --
  Other..........................     (8)      (1)      (2)      --         (67)            --           (67)
  Net Earnings...................     --       --       --       --          --             --         2,988
  Dividends......................     --       --       --       --          --             --        (1,056)
                                   -----     ----    -----     ----     -------        -------      --------
Balance at April 30, 1999........  2,793      279    2,366      237      11,717             --        84,348
  Other..........................     --       --        1       --          12             --            --
  Net Loss.......................     --       --       --       --          --             --        (2,699)
  Dividends......................     --       --       --       --          --             --          (271)
                                   -----     ----    -----     ----     -------        -------      --------
Balance at Dec. 31, 1999.........  2,793      279    2,367      237      11,729             --        81,378
  Stock Issued to Employees......     --       --        5       --          --             --            --
  Other..........................     --       --        1       --         316             --           (23)
  Net Loss.......................     --       --       --       --          --             --       (12,294)
                                   -----     ----    -----     ----     -------        -------      --------
Balance at Dec. 31, 2000.........  2,793      279    2,373      237      12,045             --        69,061
  Stock Options Exercised........     59        6        1       --         820             --            --
  Stock Issued to Employees......     --       --       31        3         111             --            --
  Other..........................     --       --        8        1         351             --           (32)
  Cumulative effect of adopting
     SFAS No. 133................     --       --       --       --          --             38            --
  Unrecognized loss on interest
     swaps.......................     --       --       --       --          --         (2,068)           --
  Net Earnings...................     --       --       --       --          --             --        11,020
                                   -----     ----    -----     ----     -------        -------      --------
Balance at Dec. 31, 2001.........  2,852     $285    2,413     $241     $13,327        $(2,030)     $ 80,049
                                   =====     ====    =====     ====     =======        =======      ========
</Table>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

<Table>
<Caption>
                                                                                EIGHT
                                                                                MONTHS
                                                YEAR ENDED     YEAR ENDED       ENDED       YEAR ENDED
                                               DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   APRIL 30,
                                                   2001           2000           1999          1999
                                               ------------   ------------   ------------   ----------
                                                               (THOUSANDS OF DOLLARS)
<S>                                            <C>            <C>            <C>            <C>
Net earnings (loss)..........................    $11,020        $(12,294)      $(2,699)       $2,988
Other comprehensive income (loss)
  Cumulative effect of adopting SFAS No.
     133.....................................         38              --            --            --
  Unrecognized loss on interest rate swaps...     (2,068)             --            --            --
                                                 -------        --------       -------        ------
Comprehensive income (loss)..................    $ 8,990        $(12,294)      $(2,699)       $2,988
                                                 =======        ========       =======        ======
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-6
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                               EIGHT MONTHS
                                                  YEAR ENDED     YEAR ENDED       ENDED       YEAR ENDED
                                                 DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   APRIL 30,
                                                     2001           2000           1999          1999
                                                 ------------   ------------   ------------   ----------
                                                                 (THOUSANDS OF DOLLARS)
<S>                                              <C>            <C>            <C>            <C>
Cash flows from operating activities:
  Net earnings (loss)..........................    $ 11,020       $(12,294)      $ (2,699)     $  2,988
  Adjustments to reconcile net earnings (loss)
     to net cash provided by (used in)
     operating activities:
     Depreciation..............................      15,082         13,713          9,655        16,193
     Deferred income taxes.....................        (385)        (3,858)        (1,635)          239
     Gain on asset dispositions................      (1,351)        (3,963)        (6,595)       (3,583)
     Special charges...........................          --          2,464             --         6,172
     Equity in net losses of unconsolidated
       subsidiaries............................          --            716            806            40
     Bad debt allowance related to notes
       receivable..............................         575             --             --            --
     Other.....................................         218            651             --            --
  Changes in operating assets and liabilities:
     Accounts receivable.......................      (4,121)        (2,414)         1,516         3,633
     Inventory.................................         793          2,102         (2,375)         (859)
     Refundable income taxes...................       3,852             70           (554)       (3,368)
     Other assets..............................      (6,753)         1,602           (875)         (505)
     Accounts payable, accrued liabilities and
       vacation payable........................      (1,333)        10,567         (1,992)       (4,326)
     Income taxes payable......................       2,428             --             --        (1,046)
     Other long-term liabilities...............      (1,345)            (5)           933           917
                                                   --------       --------       --------      --------
  Net cash provided by (used in) operating
     activities................................      18,680          9,351         (3,815)       16,495
                                                   --------       --------       --------      --------
Cash flows from investing activities:
  Investments in and advances to
     subsidiaries..............................          --         (1,266)          (580)         (424)
  Proceeds from notes receivable...............         350            292             --            --
  Purchase of property and equipment...........     (29,502)       (28,179)       (10,047)      (42,271)
  Proceeds from asset dispositions.............      24,304         24,142         16,254        19,881
                                                   --------       --------       --------      --------
  Net cash provided by (used in) investing
     activities................................      (4,848)        (5,011)         5,627       (22,814)
                                                   --------       --------       --------      --------
Cash flows from financing activities:
  Proceeds from long-term debt.................       2,851         23,500         12,000        30,000
  Payments on long-term debt...................     (12,850)       (28,640)       (14,656)      (22,324)
  Proceeds from exercise of stock options and
     other.....................................         739             --             --           (50)
  Dividends paid...............................          --             --           (518)       (1,035)
                                                   --------       --------       --------      --------
  Net cash provided by (used in) financing
     activities................................      (9,260)        (5,140)        (3,174)        6,591
                                                   --------       --------       --------      --------
Increase (decrease) in cash and cash
  equivalents..................................       4,572           (800)        (1,362)          272
Cash and cash equivalents, beginning of year...         863          1,663          3,025         2,753
                                                   --------       --------       --------      --------
Cash and cash equivalents, end of year.........    $  5,435       $    863       $  1,663      $  3,025
                                                   ========       ========       ========      ========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-7
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  NATURE OF OPERATIONS, BASIS OF CONSOLIDATION, AND OTHER GENERAL PRINCIPLES

     Since its inception, Petroleum Helicopters, Inc.'s primary business has
been to transport personnel and, to a lesser extent, parts and equipment, to,
from and among offshore platforms for customers engaged in the oil and gas
exploration, development, and production industry. The Company also provides
aircraft maintenance services to third parties and air medical transportation
services for hospitals and medical programs.

     The consolidated financial statements include the accounts of Petroleum
Helicopters, Inc. and its majority-owned subsidiaries ("PHI" or the "Company")
after the elimination of all significant intercompany accounts and transactions.
For its investments of 20% to 50% in affiliates, which are primarily foreign
affiliates, the Company uses the equity method of accounting.

  REVENUE RECOGNITION

     The Company recognizes revenue related to aviation transportation services
after the services are performed or the contractual obligations are met.
Aircraft maintenance service revenues are generally recognized at the time the
repair or service work is completed. Revenues related to emergency flights
generated by the Company's subsidiary, Air Evac Services, Inc. ("AirEvac") are
recorded net of contractual allowances under agreements with third party payors
when the services are provided.

  FISCAL YEAR CHANGE

     Effective December 31, 1999, the Company changed its fiscal year-end to
December 31 of each year. The consolidated statements of operations,
shareholders' equity and cash flows for the period from May 1, 1999 to December
31, 1999 represent a transition period of eight months, which is referred to as
the eight months ended December 31, 1999.

                                       F-8
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following is a comparative summary of the operating results for years
ended December 31, 2000 and December 31, 1999 and the eight-month periods ended
December 31, 1999 and December 31, 1998:

<Table>
<Caption>
                                             YEAR ENDED                EIGHT MONTHS ENDED
                                     ---------------------------   ---------------------------
                                                    DECEMBER 31,                  DECEMBER 31,
                                     DECEMBER 31,       1999       DECEMBER 31,       1998
                                         2000       (UNAUDITED)        1999       (UNAUDITED)
                                     ------------   ------------   ------------   ------------
                                             (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                  <C>            <C>            <C>            <C>
Operating revenues.................    $232,074       $223,112       $146,380       $170,607
Gain (loss) on disposition of
  property and equipment...........       3,963          8,743          6,595          1,435
                                       --------       --------       --------       --------
                                        236,037        231,855        152,975        172,042
                                       --------       --------       --------       --------
Expenses:
  Direct expenses..................     225,567        209,769        139,902        144,852
  Selling, general and
     administrative................      18,165         18,461         12,359         11,915
  Equity in net loss (earnings) of
     unconsolidated subsidiaries...         716            812            686            (87)
  Special charges..................       3,571          4,846             --          2,452
  Interest expense.................       5,813          5,889          3,978          4,105
                                       --------       --------       --------       --------
                                        253,832        239,777        156,925        163,237
                                       --------       --------       --------       --------
Earnings (loss) before income
  taxes............................     (17,795)        (7,922)        (3,950)         8,805
Income taxes.......................      (5,501)        (2,903)        (1,251)         3,611
                                       --------       --------       --------       --------
Net earnings (loss)................    $(12,294)      $ (5,019)      $ (2,699)      $  5,194
                                       ========       ========       ========       ========
Earnings (loss) per common share:
       Basic.......................    $  (2.38)      $  (0.97)      $  (0.52)      $   1.01
       Diluted.....................    $  (2.38)      $  (0.97)      $  (0.52)      $   0.99
</Table>

 USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements, as well as reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

 CASH EQUIVALENTS

     The Company considers cash equivalents to include demand deposits and
investments with original maturity dates of three months or less.

 INVENTORIES

     The Company's inventories are stated at the lower of average cost or market
and consist primarily of spare parts. Portions of the Company's inventories are
used parts that are often exchanged with parts removed from aircraft, reworked
to a useable condition according to manufacturers' and FAA specifications, and
returned to inventory. The Company uses systematic procedures to estimate the
valuation of the used parts, which includes consideration of their condition and
continuing utility. The Company also records an allowance for obsolescent and
slow-moving parts, relying principally on specific

                                       F-9
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

identification of such inventory. Valuation reserves related to obsolescence and
slow-moving inventory were $4.3 million and $3.7 million at December 31, 2001
and 2000, respectively.

 CHANGE IN ACCOUNTING ESTIMATE

     Effective May 1, 1999, the Company changed the estimated useful lives on
its aircraft from ten years to fifteen years and also increased the residual
values from 25% to 30%. The Company believes the revised estimated useful lives
and residual values more appropriately reflect its financial results by better
matching costs over the estimated useful lives of these assets. The effect of
this change on net income for the eight months ended December 31, 1999 was an
increase of approximately $1.1 million ($0.21 per diluted share).

 PROPERTY AND EQUIPMENT

     The Company records its property and equipment at cost less accumulated
depreciation. For financial reporting purposes, the Company uses the
straight-line method to compute depreciation based upon estimated useful lives
of fifteen years for flight equipment and three to ten years for other
equipment. The Company uses a 30% residual value in the calculation of
depreciation for its flight equipment. The Company uses accelerated depreciation
methods for tax purposes. Upon selling or otherwise disposing of property and
equipment, the Company removes the cost and accumulated depreciation from the
accounts and reflects any resulting gain or loss in earnings at the time of sale
or other disposition.

     The Company defers any gains resulting from the sale and leaseback of
assets and amortizes the gain over the lease term. For the year ended December
31, 2001, there were no gains deferred on sale and leaseback transactions. For
the year ended December 31, 2000, the eight months ended December 31, 1999, and
the year ended April 30, 1999, the gains deferred on sale and leaseback
transactions were $2.9 million, $1.2 million, and $0.6 million, respectively.

     The Company reviews its long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The Company
measures recoverability of assets to be held and used by comparing the carrying
amount of an asset to future undiscounted net cash flows that it expects the
asset to generate. When an asset is determined to be impaired, the Company
recognizes the impairment amount, which is measured by the amount that the
carrying value of the asset exceeds its fair value. Similarly, the Company
reports assets that it expects to sell at the lower of the carrying amount or
fair value less costs to sell.

 SELF-INSURANCE

     The Company maintains a self-insurance program for a portion of its health
care costs. Self-insurance costs are accrued based upon the aggregate of the
liability for reported claims and the estimated liability for claims incurred
but not reported.

     The Company does not presently have any significant obligations for post
employment health care benefits.

 CONCENTRATION OF CREDIT RISK

     Financial instruments that potentially expose the Company to concentrations
of credit risk consist primarily of cash and cash equivalents and trade accounts
receivable. The Company places its short-term invested cash in overnight
repurchase agreements with a bank. The Company does not believe significant
credit risk exists with respect to these securities at December 31, 2001.

     PHI conducts a majority of its business with major and independent oil and
gas exploration and production companies with operations in the Gulf of Mexico.
The Company also provides services to

                                       F-10
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

medical centers, ambulance services, and US governmental agencies. The Company
continually evaluates the financial strength of its customers but generally does
not require collateral to support the customer receivables. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, current market conditions, and other
information. The allowance for doubtful accounts was $0.4 million and $2.2
million at December 31, 2001 and December 31, 2000, respectively. The Company's
largest domestic oil and gas customer accounted for $40.3 million, $27.2
million, $19.7 million, and $41.1 million of consolidated operating revenues for
year ended December 31, 2001, December 31, 2000, the eight months ended December
31, 1999, and year ended April 30, 1999, respectively. The Company also carried
accounts receivable from this same customer totaling 19% and 12%, of net trade
accounts receivable on December 31, 2001 and December 31, 2000, respectively.

 STOCK COMPENSATION

     The Company uses the intrinsic value method of accounting for employee
stock-based compensation prescribed by Accounting Principles Board (APB) Opinion
No. 25 and, accordingly, follows the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation". See Note 6.

 ACCOUNTING FOR COMPUTER SOFTWARE

     In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) No. 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use," which establishes
criteria for when these types of costs should be expensed as incurred or
capitalized. The Company has implemented SOP 98-1 on a prospective basis as of
May 1, 1998 resulting in approximately $1.2 million of costs being capitalized
during the year ended April 30, 1999 that would have been expensed under the
Company's previous accounting method for such costs. This increased net earnings
by $0.7 million or $0.13 per diluted share for the year ended April 30, 1999.
Post-implementation costs are being expensed in accordance with the SOP and
capitalized costs are being amortized over their estimated useful life.

 INCOME TAXES

     The Company provides for income taxes using the asset and liability method
under which deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. The deferred tax assets and liabilities measurement uses enacted tax
rates that are expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The Company
recognizes the effect of any tax rate changes in income of the period that
included the enactment date.

 EARNINGS PER SHARE

     The Company computes basic earnings (loss) per share by dividing income
available to common stockholders by the weighted average number of common shares
outstanding during the period. The diluted earnings (loss) per share computation
uses the weighted average number of shares outstanding adjusted for incremental
shares attributed to dilutive outstanding options to purchase common stock and
non-vested restricted stock awards. The diluted share base for the year ended
December 31, 2000 and the eight months ended December 31, 1999 excludes
incremental shares of 10,488 and 34,972, respectively, related to employee stock
options and restricted stock awards that are antidilutive as a result of the
Company's net loss for those periods.

                                       F-11
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 DERIVATIVE FINANCIAL INSTRUMENTS

     The Company adopted SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," on January 1, 2001. The
Company recorded a cumulative effect to Comprehensive Income (Loss) of $38,000
in the first quarter of 2001 in connection with the initial adoption of SFAS No.
133.

     The Company uses interest rate swap agreements to manage its interest rate
exposure. The Company specifically designates these agreements as hedges of debt
instruments and recognizes interest differentials as adjustments to interest
expense in the period the differentials occur. Under interest rate swap
agreements, the Company agrees with other parties to exchange, at specific
intervals, the difference between fixed-rate and variable-rate interest amounts
calculated by reference to an agreed-upon notional principal amount. The Company
has estimated the fair value of the interest rate swap agreements using quotes
from counterparties. The fair value of the agreements represents the cash effect
if the Company had settled the existing agreements at December 31, 2001 and
2000. See Note 4 and Note 8 of these consolidated financial statements.

 NEW ACCOUNTING PRONOUNCEMENTS

     On June 29, 2001, SFAS No. 141, "Business Combinations" was approved by the
Financial Accounting Standards Board ("FASB"). SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. Goodwill and certain intangible assets will remain on the
balance sheet and not be amortized. On an annual basis, and when there is reason
to suspect that their values have been diminished or impaired, these assets must
be tested for impairment, and write-downs may be necessary. The Company
implemented SFAS No. 141 on July 1, 2001 and it has determined that this
statement did not have a material impact on its consolidated financial position
or results of operations.

     On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was
approved by the FASB. SFAS No. 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease upon
adoption of this statement. The Company is required to implement SFAS No. 142 on
January 1, 2002 and it has determined that this statement will have no material
impact on its consolidated financial position or results of operation.

     SFAS No. 143, Accounting for Asset Retirement Obligations, requires the
recording of liabilities for all legal obligations associated with the
retirement of long-lived assets that result from the normal operation of those
assets. These liabilities are required to be recorded at their fair values
(which are likely to be the present values of the estimated future cash flows)
in the period in which they are incurred. SFAS No. 143 requires the associated
asset retirement costs to be capitalized as part of the carrying amount of the
long-lived asset. The asset retirement obligation will be accreted each year
through a charge to expense. The amounts added to the carrying amounts of the
assets will be depreciated over the useful lives of the assets. The Company is
required to implement SFAS No. 143 on January 1, 2003, and it has not determined
the impact that this statement will have on its consolidated financial position
or results of operations.

     SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived
Assets, promulgates standards for measuring and recording impairments of
long-lived assets. Additionally, this standard establishes requirements for
classifying an asset as held for sale, and changes existing accounting and
reporting standards for discontinued operations and exchanges for long-lived
assets. The Company is

                                       F-12
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

required to implement SFAS No. 144 on January 1, 2002, and it does not expect
the implementation of this standard to have a material effect on the Company's
financial position or results of operations.

 RECLASSIFICATIONS

     Certain reclassifications have been made in the prior period financial
statements in order to conform to the classifications adopted for reporting in
2001.

(2)  SPECIAL CHARGES

     Special Charges recorded in the years ended December 31, 2000 and April 30,
1999 consisted of the following:

<Table>
<Caption>
                                                                     YEAR ENDED
                                                              ------------------------
                                                              DECEMBER 31,   APRIL 30,
DESCRIPTION                                                       2000         1999
-----------                                                   ------------   ---------
<S>                                                           <C>            <C>
Severance and related costs (Approximately 120 and 37
  employees, respectively)..................................     $1,106       $1,345
Impairment of property and equipment........................        782        1,548
Impairment of certain foreign based joint ventures..........      1,683        3,801
Other.......................................................         --          604
                                                                 ------       ------
          Total.............................................     $3,571       $7,298
                                                                 ======       ======
</Table>

     During the year ended December 31, 2000, in connection with management's
decision to reduce costs and to recognize the impairment of certain assets, the
Company recorded Special Charges of $3.6 million ($2.5 million on an after tax
basis or $0.48 per diluted share). Additionally, the Company recorded a $4.3
million charge for the write-down of inventory, included in direct expenses, as
a result of an analysis of its overhaul and maintenance operations including
requirements for its fleet. At December 31, 2000, the Company carried a
liability for the $1.1 million of severance and related costs shown above. At
December 31, 2001, the remaining severance liability was $0.3 million, covering
two employees. The Company expects to pay the remaining severance liability over
the next 18 months.

     During the year ended April 30, 1999, in connection with management's
decision to reduce costs and to recognize the impairment of assets as a result
of decreased activity, the Company recorded Special Charges of $7.3 million
($4.4 million on an after tax basis or $0.84 per diluted share). Additionally, a
charge of $1.7 million was recognized during the year-ended April 30, 1999 for
the disposition of slow moving inventories and is included in direct expenses.

(3)  PROPERTY AND EQUIPMENT

     The following table summarizes the Company's property and equipment at
December 31, 2001 and December 31, 2000.

<Table>
<Caption>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  2001           2000
                                                              ------------   ------------
                                                                (THOUSANDS OF DOLLARS)
<S>                                                           <C>            <C>
Flight equipment............................................   $ 190,425      $ 212,492
Other.......................................................      38,044         42,448
                                                               ---------      ---------
                                                                 228,469        254,940
Less accumulated depreciation...............................    (106,301)      (123,084)
                                                               ---------      ---------
  Property and equipment, net...............................   $ 122,168      $ 131,856
                                                               =========      =========
</Table>

                                       F-13
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Property and equipment at December 31, 2001 and 2000 includes aircraft with
a net book value of $5.8 million and $3.1 million, respectively, that is held
for sale.

(4)  LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

     Long-term debt and capital lease obligations at December 31, 2001 and
December 31, 2000 consisted of the following:

<Table>
<Caption>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  2001           2000
                                                              ------------   ------------
                                                                (THOUSANDS OF DOLLARS)
<S>                                                           <C>            <C>
Secured term loan notes with principal lending group........    $19,000        $30,000
Secured notes under revolving credit facilities with
  principal lending group...................................     44,500         42,500
Capitalized lease obligations...............................      3,077          2,319
Other.......................................................         39             --
                                                                -------        -------
Total debt..................................................     66,616         74,819
Less current maturities.....................................     (7,944)        (9,744)
                                                                -------        -------
Long-term debt..............................................    $58,672        $65,075
                                                                =======        =======
</Table>

     Maturities of long-term debt and capital lease obligations are as follows:

<Table>
<Caption>
                                                              (THOUSANDS OF DOLLARS)
                                                              ----------------------
<S>                                                           <C>
2002........................................................         $ 7,944
2003........................................................          16,881
2004........................................................          39,781
2005........................................................             197
2006........................................................             215
Thereafter..................................................           1,598
                                                                     -------
          Total.............................................         $66,616
                                                                     =======
</Table>

     At December 31, 2001, the following assets and their related net book
values are pledged as collateral on long-term debt and capital lease obligations
aggregating $66.6 million:

<Table>
<Caption>
                                                              (THOUSANDS OF DOLLARS)
                                                              ----------------------
<S>                                                           <C>
Equipment, net of depreciation..............................         $ 58,502
Inventory...................................................           34,382
Accounts receivable, net....................................           47,010
                                                                     --------
          Total.............................................         $139,894
                                                                     ========
</Table>

     On July 3, 2001, the Company and its principal lending group entered into a
loan agreement that amended and restated its original loan agreement dated
January 1, 1986. This amended and restated agreement was further amended on
January 31, 2002. The agreement provides a $45.0 million revolving credit
facility and a $25.5 million term credit facility. The loan is secured by
substantially all of the Company's assets. The secured term and revolving loan
agreement permits both prime rate based borrowings and "LIBOR" borrowings plus a
spread. The spread for LIBOR borrowings is from 2.0% to 3.0% (2.5% at December
31, 2001). The interest rates on the secured term and revolving loans ranged

                                       F-14
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

from 4.43% to 4.77% at December 31, 2001. The term credit facility is payable in
quarterly principal payments of $1.9 million until maturity on September 30,
2004. The revolving credit facility converts to a term loan on January 31, 2003,
with quarterly installments due beginning March 31, 2003, equal to 5% of the
amount outstanding at the conversion date, with the final balance due on January
31, 2004. The Company paid a 0.50% commitment fee on the unused portion of the
revolving credit facility totaling less than $0.1 million for each of the years
ended December 31, 2001 and 2000, the eight months ended December 31, 1999, and
the year ended April 30, 1999.

     The Company is subject to certain financial covenants under its loan
agreement with its principal lending group, and was in compliance with those
covenants on December 31, 2001. These covenants include maintaining certain
levels of cash flow, working capital and shareholders' equity and contain other
provisions, some of which restrict the purchases of the Company's stock, capital
expenditures, and payment of dividends. The declaration or payment of dividends
is restricted to 20% of net earnings for the previous four fiscal quarters. The
loan agreement also limits the creation, incurrence, or assumption of Funded
Debt (as defined, which includes long-term debt) and the acquisition of
investments in unconsolidated subsidiaries.

     The Company has two capital lease obligations for two aircraft with imputed
interest rates of 9.36% and 7.96%, with monthly lease payments aggregating $0.1
million and $0.2 million per year, respectively, with final payments of $0.6
million in January 2007 and $0.9 million in January 2008, respectively. The
Company has recorded $2.2 million in property and equipment for the two aircraft
under the capital leases.

     The Company also entered into a capital lease obligation for a new computer
system in December 2001. Under the terms of the lease, the Company made an
initial installment of $0.3 million and will make annual payments in 2002 and
2003 of $0.3 million each, including imputed interest at 7.77%. The Company has
recorded $0.9 million in property, plant, and equipment for the computer system
and a $0.6 million capital lease obligation for the remaining annual
installments.

     The following table presents the non-cash investing and financing
activities for the years ended December 31, 2001 and 2000, the eight months
ended December 31, 1999, and the year ended April 30, 1999.

<Table>
<Caption>
                                                                        EIGHT
                                                                        MONTHS         YEAR
                                        YEAR ENDED     YEAR ENDED       ENDED         ENDED
                                       DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   APRIL 30,
                                           2001           2000           1999          1999
                                       ------------   ------------   ------------   ----------
                                                       (THOUSANDS OF DOLLARS)
<S>                                    <C>            <C>            <C>            <C>
Fair value of assets acquired under
  capital leases, net of cash
  received...........................     $2,096         $2,319          $--           $--
Cash paid for assets.................         --             --           --            --
                                          ------         ------          ---           ---
Capital leases assumed...............     $2,096         $2,319          $--           $--
                                          ======         ======          ===           ===
</Table>

     As discussed in Note 1, the Company uses derivative instruments on a
limited basis to manage risks related to interest rates. At each of December 31,
2001 and December 31, 2000, the Company had interest rate swap agreements with
notional amounts totaling $40.0 million that serve to convert an equal amount of
variable rate long-term debt to fixed rates. The swaps mature in 2003 and
require the Company to pay a weighted-average interest rate of 5.78% over their
composite lives and to receive a variable rate, which was 4.77% at December 31,
2001. Based upon the current spread, the effect of these agreements is to limit
interest rate exposure to 8.08% on $20.0 million of the Company's revolving
credit facility, 8.69% on $10.0 million and 8.27% on $10.0 million of the
Company's term loan. Using the accrual/settlement method of accounting, the
Company records the net amount to be received or paid under the swap agreements
as part of interest expense in the Consolidated Statements of Operations. The
interest rate

                                       F-15
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

swap agreements had the effect of increasing interest expense by $0.6 million,
$0.3 million, $0.1 million and $0.2 million for years ended December 31, 2001
and December 31, 2000, the eight months ended December 31, 1999 and for the year
ended April 30, 1999, respectively.

     Cash paid for interest, net of amounts paid or received in connection with
the interest rate swaps, was $6.6 million, $5.8 million, $3.0 million, and $5.7
million for the year ended December 31, 2001, year ended December 31, 2000, the
eight months ended December 31, 1999, and the year ended April 30, 1999,
respectively.

(5)  INCOME TAXES

     Income tax expense (benefit) is composed of the following:

<Table>
<Caption>
                                                                        EIGHT
                                                                        MONTHS
                                        YEAR ENDED     YEAR ENDED       ENDED       YEAR ENDED
                                       DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   APRIL 30,
                                           2001           2000           1999          1999
                                       ------------   ------------   ------------   ----------
                                                       (THOUSANDS OF DOLLARS)
<S>                                    <C>            <C>            <C>            <C>
Current:
  Federal............................     $5,645        $(2,013)       $  (185)       $  544
  State..............................        308           (447)            (8)          271
  Foreign............................        904            817            577           992
Deferred -- principally Federal......       (385)        (3,858)        (1,635)          239
                                          ------        -------        -------        ------
  Total..............................     $6,472        $(5,501)       $(1,251)       $2,046
                                          ======        =======        =======        ======
</Table>

     Income tax expense (benefit) as a percentage of pre-tax earnings varies
from the effective Federal statutory rate of 34% as a result of the following:

<Table>
<Caption>
                                                            EIGHT MONTHS
                              YEAR ENDED     YEAR ENDED         ENDED        YEAR ENDED
                             DECEMBER 31,   DECEMBER 31,    DECEMBER 31,     APRIL 30,
                                 2001           2000            1999            1999
                             ------------   -------------   -------------   ------------
                             AMOUNT    %    AMOUNT     %    AMOUNT     %    AMOUNT    %
                             ------   ---   -------   ---   -------   ---   ------   ---
                                  (THOUSANDS OF DOLLARS, EXCEPT PERCENTAGE AMOUNTS)
<S>                          <C>      <C>   <C>       <C>   <C>       <C>   <C>      <C>
Income taxes at statutory
  rate.....................  $5,947   34    $(6,050)  (34)  $(1,343)  (34)  $1,712   34
Increase (decrease) in
  taxes resulting from:
  Effect of state income
     taxes.................     472    3       (356)   (2)     (158)   (4)     179    4
  Other items -- net.......      53   --        905     5       250     6      155    3
                             ------   --    -------   ---   -------   ---   ------   --
          Total............  $6,472   37    $(5,501)  (31)  $(1,251)  (32)  $2,046   41
                             ======   ==    =======   ===   =======   ===   ======   ==
</Table>

                                       F-16
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
2001 and December 31, 2000 are presented below:

<Table>
<Caption>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  2001           2000
                                                              ------------   ------------
                                                                (THOUSANDS OF DOLLARS)
<S>                                                           <C>            <C>
Deferred tax assets:
  Tax credits...............................................    $  1,751       $  3,229
  Vacation accrual..........................................       2,541          2,276
  Inventory valuation.......................................       2,089            907
  Workman's compensation reserve............................         100            243
  Allowance for uncollectible accounts......................         792          1,246
  Deferred gains............................................       1,917          2,349
  Other.....................................................       2,084          2,878
  Net operating loss........................................          --          1,860
                                                                --------       --------
     Total deferred tax assets..............................      11,274         14,988
                                                                --------       --------
Deferred tax liabilities:
  Tax depreciation in excess of book depreciation...........     (23,764)       (28,159)
  Other.....................................................      (1,043)          (747)
                                                                --------       --------
     Total deferred tax liabilities.........................     (24,807)       (28,906)
                                                                --------       --------
          Net deferred tax liabilities......................    $(13,533)      $(13,918)
                                                                ========       ========
</Table>

     No valuation allowance was recorded against the deferred tax assets because
management believes that the deferred tax assets will more than likely be
realized in full through future operating results and the reversal of taxable
temporary differences. At December 31, 2001 and 2000, other current assets
includes $4.1 million and $3.7 million, respectively, of deferred tax assets.

     For Federal income tax purposes, the Company has foreign tax credits of
approximately $1.8 million, which expire in 2004 through 2006.

     Income taxes paid were approximately $0.6 million and $4.9 million, for the
eight months ended December 31, 1999 and the year ended April 30, 1999,
respectively. The Company received net income tax refunds of approximately $0.2
million and $2.2 million during the years ended December 31, 2001 and 2000,
respectively.

(6)  EMPLOYEE BENEFIT PLANS

 SAVINGS AND RETIREMENT PLANS

     The Company maintains an Employee Savings Plan under Section 401(k) of the
Internal Revenue Code. The Company matches 200% of up to 3% of employee
contributions. The Company's contributions were $4.5 million, $4.1 million, $2.4
million, and $2.1 million for the years ended December 31, 2001 and 2000, the
eight months ended December 31, 1999, and the year ended April 30, 1999,
respectively.

     The Company maintains a Supplemental Executive Retirement Plan ("SERP").
The nonqualified and unfunded plan provides certain senior management with
supplemental retirement and death benefits at age 65. The SERP plan provides
supplemental retirement benefits that are based on each participant's salary at
the time of entrance into the plan. Occasionally, the Company's board of
directors may increase certain individuals' benefits. The benefit is one-third
of each participant's annual salary of $200,000 or less,

                                       F-17
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

plus one-half of each participant's annual salary that is in excess of $200,000,
if applicable. The plan does not provide for automatic benefit increases. During
2000, the Company's board of directors amended the plan to provide for partial
vesting. The assumed discount rate was 6.15% for the year ended December 31,
2001, 6.85% for the year ended December 31, 2000, 7.50% for the eight months
ended December 31, 1999 and 7.50% for the year ended April 30, 1999. The Company
recorded plan costs of $0.4 million for each of the years ended December 31,
2001 and 2000 and $0.3 million for each of the eight months ended December 31,
1999 and the year ended April 30, 1999.

     The SERP plan is an unfunded plan. However, the Company has purchased life
insurance contracts in anticipation of using the life insurance's cash values
and death benefits to help fulfill the obligations of the plan. The Company may
sell or redeem the contracts at any time without any obligation to the plan
participants.

     The Company maintains an Officer Deferred Compensation Plan and a Director
Deferred Compensation Plan. The plans permit key officers and all directors to
defer a portion of their compensation. The plans are nonqualified and unfunded.
However, under the Officer Deferred Compensation Plan, the Company has
established a book reserve account for each participant, which is deemed to be
invested and reinvested from time to time in investments that the participant
selects from a list of eligible investment choices. Earnings and losses on the
book reserve accounts accrue to the plan participants. The Company has deposited
funds in a brokerage account equal to amounts deferred under the plan. The
Company may sell or redeem the investments at any time without any obligation to
the plan participants.

 STOCK BASED COMPENSATION AND OTHER COMPENSATION PLANS

     Under PHI's 1992 Non-Qualified Stock Option and Stock Appreciation Rights
Plan (the "Plan"), the Company may grant non-qualified stock options and stock
appreciation rights to selected employees for up to 100,000 shares of the
Company's non-voting common stock. Options issued under the plan may be
exercisable at a price of not less than 25% of the related stock's fair market
value at the date of grant. The options may be exercised any time after one year
from the date of grant until their expiration at five years from such date. At
December 31, 2001, there were no options or stock appreciation rights
outstanding under the Plan and grants were available for 34,000 shares. The
Company does not expect to issue any additional options or rights under the
Plan.

     Under the PHI 1995 Incentive Plan (the "1995 Plan"), the Company is
authorized to issue up to 175,000 shares of voting common stock and 575,000
shares of non-voting common stock. The Compensation Committee of the Board of
Directors is authorized under the 1995 Plan to grant stock options, restricted
stock, stock appreciation rights, performance shares, stock awards, and cash
awards. The exercise price of the stock option grants is equal to the fair
market value of the underlying stock at the date of grant. The 1995 Plan also
allows awards under the plan to fully vest upon a change in control of the
Company. In September of 2001, the Company underwent a change of control as
defined in the 1995 plan and as a result, all awards issued prior to the change
of control became fully vested.

     During the year ended December 31, 2001, the Company granted 20,000
non-voting restricted shares and 150,000 non-voting stock options under the 1995
Plan. The non-voting restricted shares had a fair value of $11.06 on the date of
issue and became unrestricted during 2001. The non-voting stock options are 100%
vested and expire on September 1, 2010. During the year ended December 31, 2000,
the Company did not issue any shares, options or rights under the 1995 Plan.
During the eight months ended December 31, 1999, the Company granted 30,000
voting stock options and 142,000 non-voting stock options under the 1995 Plan.
All of the outstanding stock options are 100% vested and expire on July 14,
2009. During the year ended April 30, 1999, the Company granted 11,691
non-voting restricted shares (net of forfeitures), 4,000 voting stock options,
and 15,000 non-voting stock options under the 1995 Plan. The
                                       F-18
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

restricted shares had a fair value of $20.00 per share on the date of issue and
became unrestricted during 2001. All of the outstanding stock options are 100%
vested and expire on October 31, 2008.

     At December 31, 2001, there were 116,520 voting shares and 167,793
non-voting shares available for issuance under the 1995 Plan. The Company has
recorded $0.3 million of compensation expense related to the 1995 Plan for the
year ended December 31, 2001 and $0.1 million of compensation expense related to
the 1995 Plan in each of the year ended December 31, 2000, the eight months
ended December 31, 1999, and the year ended April 30, 1999. There was no
unearned stock compensation expense at December 31, 2001.

     During 2001, the Company's Board of Directors repealed the Directors Stock
Compensation Plan (the "Director's Plan"). Previously, under the Directors Plan,
each non-employee director ("Director") received his or her annual retainer in
the form of PHI's non-voting common stock. Each Director could voluntarily defer
all or a portion of the stock awards or fees otherwise payable. The Directors
Plan also provided for the automatic annual grant of options to Directors to
purchase 2,000 shares of non-voting common stock. During 2001, The Company
issued no stock or deferred stock awards under the plan. The Company issued 547
shares and 2,388 deferred stock awards during the year ended December 31, 2000
and 1,277 shares and 4,908 deferred stock awards during the eight months ended
December 31, 1999. The Company issued no stock options under the plan during
2001. During the year ended December 31, 2000, the eight months ended December
31, 1999, and the year ended April 30, 1999, the Company issued 4,165, 10,000
and 6,000 options, respectively, to purchase non-voting common stock.

     The following table summarizes employee and director stock option
activities for the years ended December 31, 2001 and 2000, the eight months
ended December 31, 1999, and the year ended April 30, 1999. All of the options
were issued with an exercise price equal to or greater than the market price of
the stock at the time of issue.

<Table>
<Caption>
                                                     1995 PLAN OPTIONS
                                    DIRECTOR    ---------------------------      WEIGHTED
                                    PLAN --                NON-                  AVERAGE
                                   NON-VOTING   VOTING    VOTING     TOTAL    EXERCISE PRICE
                                   ----------   -------   -------   -------   --------------
<S>                                <C>          <C>       <C>       <C>       <C>
Balance outstanding at April 30,
  1998...........................        --      24,480    75,450    99,930        9.01
Options granted..................     6,000       4,000    15,000    25,000       16.38
Options lapsed/canceled..........        --          --    (5,493)   (5,493)       8.50
Options exercised................        --          --    (9,240)   (9,240)       8.50
                                     ------     -------   -------   -------
Balance outstanding at April 30,
  1999...........................     6,000      28,480    75,717   110,197       10.75
Options granted..................    10,000      30,000   142,000   182,000       12.67
                                     ------     -------   -------   -------
Balance outstanding at December
  31, 1999.......................    16,000      58,480   217,717   292,197       11.95
Options granted..................     4,165          --        --     4,165        8.38
Options lapsed/canceled..........        --          --    (2,000)   (2,000)      12.75
                                     ------     -------   -------   -------
December 31, 2000................    20,165      58,480   215,717   294,362       11.89
Options granted or reinstated....        --          --   154,853   154,853       10.98
Options lapsed/canceled..........        --          --    (9,250)   (9,250)      12.75
Options exercised................        --     (58,480)   (1,250)  (59,730)      12.35
                                     ------     -------   -------   -------
Balance outstanding at December
  31, 2001.......................    20,165          --   360,070   380,235       11.43
                                     ======     =======   =======   =======
Shares exercisable at December
  31, 2001.......................    20,165          --   360,070   380,235       11.43
</Table>

                                       F-19
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes information about stock options outstanding
as of December 31, 2001:

<Table>
<Caption>
                                                 OPTIONS OUTSTANDING
                                               -----------------------
                                                WEIGHTED-                  OPTIONS EXERCISABLE
                                                 AVERAGE                 -----------------------
                                                REMAINING    WEIGHTED-                 WEIGHTED-
                                               CONTRACTUAL    AVERAGE                   AVERAGE
RANGE OF                           >NUMBER        LIFE       EXERCISE      NUMBER      EXERCISE
EXERCISE PRICES                  OUTSTANDING     (YEARS)       PRICE     EXERCISABLE     PRICE
---------------                  -----------   -----------   ---------   -----------   ---------
<S>                              <C>           <C>           <C>         <C>           <C>
$8.38 - $8.50..................     69,735         3.7        $ 8.49        69,735      $ 8.49
$9.78..........................     10,000         7.9          9.78        10,000        9.78
$11.06.........................    150,000         8.7         11.06       150,000       11.06
$12.75.........................    129,500         7.5         12.75       129,500       12.75
$16.25 - $16.75................     21,000         6.8         16.39        21,000       16.39
                                   -------                                 -------
                                   380,235         7.2         11.43       380,235       11.43
                                   =======                                 =======
</Table>

     Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," (SFAS No. 123), encourages the use of a fair value
based method of accounting for compensation expense associated with stock option
and similar plans. However, SFAS No. 123 permits the continued use of the
intrinsic value based method prescribed by Opinion No. 25 but requires
additional disclosures, including pro forma calculations of net earnings and
earnings per share as if the fair value method of accounting prescribed by SFAS
No. 123 had been applied.

<Table>
<Caption>
                                                                         EIGHT MONTHS
                                          YEAR ENDED      YEAR ENDED         ENDED       YEAR ENDED
                                         DECEMBER 31,    DECEMBER 31,    DECEMBER 31,     APRIL 30,
                                             2001            2000            1999           1999
                                         -------------   -------------   -------------   -----------
                                          (THOUSANDS OF DOLLARS AND SHARES, EXCEPT PER SHARE DATA)
<S>                                      <C>             <C>             <C>             <C>
Net earnings (loss) -- as reported.....     $11,020        $(12,294)        $(2,699)       $2,988
Net earnings (loss) -- pro forma.......      10,452         (12,366)         (2,868)        2,967
Diluted earnings (loss) per share -- as
  reported.............................        2.08           (2.38)          (0.52)         0.57
Diluted earnings (loss) per
  share -- pro forma...................        1.97           (2.39)          (0.56)         0.57
Average fair value of grants during the
  year.................................        6.18            5.13            1.95          5.87
Black-Scholes option pricing model
  assumptions:
  Risk-free interest rate..............        6.00%           6.50%           6.50%         6.50%
  Expected life (years)................         6.0             6.0             4.0           4.0
  Volatility...........................       50.64%          58.07%          27.00%        27.00%
  Dividend yield.......................          --              --            0.53%         1.39%
</Table>

     For the year ended December 31, 2001, the Company recorded $1.3 of
compensation expense for a discretionary incentive bonus it plans to pay in 2002
to certain non-executive employees. The Company recorded the related liability
in accrued liabilities. Future discretionary incentive compensation payments are
subject to the Company achieving desired profit levels.

(7)  OTHER ASSETS

     The following table summarizes the Company's other assets at December 31,
2001 and December 31, 2000.

                                       F-20
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                             DECEMBER 31,    DECEMBER 31,
                                                                 2001            2000
                                                             ------------    ------------
                                                                (THOUSANDS OF DOLLARS)
<S>                                                          <C>             <C>
Receivable from Clintondale, net...........................    $   899          $  399
Security deposits on aircraft leases.......................      3,543           1,996
Prepaid rent...............................................      3,996              --
Other......................................................      2,413             613
                                                               -------          ------
          Total............................................    $10,851          $3,008
                                                               =======          ======
</Table>

     During 2000, other assets included investments in and advances to
affiliates, including a 50% ownership interest in Clintondale Aviation, Inc.
("Clintondale"), a New York corporation that operates helicopters and fixed-wing
aircraft primarily in Kazakhstan. PHI also leased four aircraft to Clintondale.

     In December 2000, the Company initiated discussions to exit its ownership
interest in Clintondale. In conjunction with the plan, the Company recorded an
impairment charge of $1.7 million to its investment in and advances to
Clintondale.

     In June 2001, the Company continued its exit plan and executed an agreement
for the sale of its 50% equity interest and related assets in Clintondale. The
Company received a promissory note for $3.1 million from Clintondale in exchange
for the previously leased four aircraft, certain amounts receivable from
Clintondale, and the Company's 50% equity interest in Clintondale. The
promissory note is secured by a lien on the four aircraft and was recorded at
its estimated net realizable value of $1.8 million based on the fair value of
the collateral aircraft. No gain or loss was recognized during 2001 related to
this exchange as the impairment charge recorded during December 2000 was based
on the estimated fair value of the collateral aircraft.

     As a result of the tragic events that occurred on September 11, 2001, the
Company reassessed Clintondale's financial ability to repay the note receivable
based on their reduced operations in Kazakhstan and therefore recorded an
additional provision of $0.6 million in the third quarter of 2001 against
amounts receivable from Clintondale.

     During 2001, the Company funded $4.0 million toward the construction cost
of a new principal operating facility leased by the Company. The amounts funded
by PHI will amortize over 10 years at 7% per annum and the resulting monthly
amortization amounts will reduce PHI's monthly lease payments for the first 10
years of the lease.

(8)  FINANCIAL INSTRUMENTS

     Fair Value -- The following table presents the carrying amounts and
estimated fair values of financial instruments held by the Company at December
31, 2001 and December 2000. The table excludes cash and cash equivalents,
accounts receivable, accounts payable, and accrued liabilities, all of which had
fair values approximating carrying amounts.

<Table>
<Caption>
                                                    DECEMBER 31, 2001       DECEMBER 31, 2000
                                                  ---------------------   ---------------------
                                                  CARRYING   ESTIMATED    CARRYING   ESTIMATED
                                                   AMOUNT    FAIR VALUE    AMOUNT    FAIR VALUE
                                                  --------   ----------   --------   ----------
                                                             (THOUSANDS OF DOLLARS)
<S>                                               <C>        <C>          <C>        <C>
Long-term debt and capital lease obligations....  $66,616     $66,616     $74,819     $74,819
Interest rate swaps asset (liability)...........   (2,030)     (2,030)         --          38
</Table>

                                       F-21
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The fair value of long-term debt and capital lease obligations also
approximates its carrying amount. The fair value of the interest rate swaps is
an estimate based on quotes from counterparties and approximates the amount that
the Company would receive (pay) to cancel the contracts on the reporting date.
Effective January 1, 2001, the Company began accounting for its interest rate
swaps in accordance with SFAS No. 133, as amended, and has recorded the fair
market value of the swap in other long-term liabilities on the balance sheet at
December 31, 2001. See Note 4.

(9)  COMMITMENTS AND CONTINGENCIES

     Operating Leases --The Company leases certain aircraft, facilities, and
equipment used in its operations. The related lease agreements, which include
both non-cancelable and month-to-month terms, generally provide for fixed
monthly rentals and, for certain real estate leases, renewal options. The
Company generally pays all insurance, taxes, and maintenance expenses associated
with these aircraft and some of these leases contain renewal and purchase
options. Rental expense incurred under these leases consisted of the following:

<Table>
<Caption>
                                                                    EIGHT MONTHS
                                       YEAR ENDED     YEAR ENDED       ENDED       YEAR ENDED
                                      DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   APRIL 30,
                                          2001           2000           1999          1999
                                      ------------   ------------   ------------   ----------
                                                      (THOUSANDS OF DOLLARS)
<S>                                   <C>            <C>            <C>            <C>
Aircraft............................    $16,994        $15,773        $ 8,902       $14,522
Other...............................      2,977          2,548          1,383         2,064
                                        -------        -------        -------       -------
          Total.....................    $19,971        $18,321        $10,285       $16,586
                                        =======        =======        =======       =======
</Table>

     The Company began leasing a new principal operating facility for twenty
years, effective September 2001. Under the terms of the new facility lease, PHI
funded $4.0 million of construction costs, which will amortize over 10 years at
7% per annum and the resulting monthly amortization amounts will reduce PHI's
monthly lease payments for the first 10 years of the lease. The lease expires in
2021 and has three five-year renewal options.

     The following table presents the remaining aggregate lease commitments
under operating leases having initial non-cancelable terms in excess of one
year. The table includes renewal periods on the principal operation facility
lease.

<Table>
<Caption>
                                                               AIRCRAFT       OTHER
                                                              ----------    ---------
                                                              (THOUSANDS OF DOLLARS)
<S>                                                           <C>           <C>
2002........................................................    $14,974       $1,312
2003........................................................     14,005        1,013
2004........................................................     13,715          875
2005........................................................     12,783          706
2006........................................................     11,445          488
Thereafter..................................................     22,043        9,430
                                                                -------      -------
                                                                $88,965      $13,824
                                                                =======      =======
</Table>

     Environmental Matters -- The Company has an aggregate estimated liability
of $1.8 million as of December 31, 2001 for environmental remediation costs that
are probable and estimable. In the fourth quarter of 2001, the Company reduced
its recorded estimated liability by $1.2 million as the result of a
comprehensive re-evaluation of environmental exposure at all of its operating
sites and lowered remediation cost estimates primarily at its Morgan City,
Louisiana facility. The Company has conducted environmental

                                       F-22
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

surveys of the Lafayette facility which it recently vacated, and, has determined
that contamination exists at that facility. To date, borings have been installed
to determine the type and extent of contamination. Preliminary results indicate
limited soil and groundwater impacts. Once the extent and type of contamination
are fully defined, a risk evaluation in accordance with the Louisiana Risk
Evaluation/ Corrective Action Plan ("RECAP") standard will be submitted and
evaluated by Louisiana Department of Environmental Quality ("LDEQ"). At that
point, LDEQ will establish what cleanup standards must be met at the site. When
the process is complete, the Company will be in a position to develop the
appropriate remediation plan and the resulting cost of remediation. However the
Company has not recorded any estimated liability for remediation of
contamination and, based on preliminary surveys and ongoing monitoring, the
Company believes the ultimate remediation costs for the Lafayette facility will
not be material.

     To date, the Company has expended $0.1 million on conducting facility
environmental surveys and expects to spend an additional $0.1 million performing
follow-up work in 2002.

     Legal Matters -- The Company is named as a defendant in various legal
actions that have arisen in the ordinary course of its business and have not
been finally adjudicated. The amount, if any, of ultimate liability with respect
to such matters cannot be determined. In the opinion of management, the amount
of the ultimate liability with respect to these actions will not have a material
adverse effect on results of operations, cash flow or financial position of the
Company.

     Purchase Commitments -- At December 31, 2001, the Company had no
outstanding purchase commitments.

(10)  BUSINESS SEGMENTS AND GEOGRAPHIC AREAS

     PHI is primarily a provider of helicopter services, including helicopter
maintenance and repair services. The Company has used a combination of factors
to identify its reportable segments as required by Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS 131"). The overriding determination of the Company's
segments is based on how the chief operating decision-maker of the Company
evaluates the Company's results of operations. The underlying factors include
customer bases, types of service, operational management, physical locations,
and underlying economic characteristics of the types of work the Company
performs. The Company identifies four segments that meet the requirements of
SFAS 131 for disclosure. The reportable segments are Domestic Oil and Gas,
International, Aeromedical, and Technical Services.

     The Domestic Oil and Gas segment provides helicopter services to oil and
gas customers operating in the Gulf of Mexico. Prior to 2001, the Domestic Oil
and Gas segment also provided helicopter services to certain domestic
governmental agencies involved with forest-fire fighting activities. The
International segment provides helicopters in various foreign countries to oil
and gas customers, including national oil companies, and certain US and foreign
governmental agencies. The Aeromedical segment provides helicopter services to
hospitals and medical programs in several U.S. states. The Company's AirEvac
subsidiary is included in the Aeromedical segment. The Technical Services
segment provides helicopter repair and overhaul services for a variety of
helicopter owners and operators. The Company has taken steps to curtail its
Technical Services Segment.

     The following tables show information about the profit or loss and assets
of each of the Company's reportable segments for the years ended December 31,
2001, 2000, the eight months ended December 31, 1999, and the year ended April
30, 1999. The information contains certain allocations, including allocations of
depreciation, rents, insurance, interest, and overhead expenses that the Company
deems reasonable and appropriate for the evaluation of results of operations.
The Company does not allocate gains on dispositions of property and equipment,
equity in losses of unconsolidated subsidiaries, other income, and corporate

                                       F-23
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

selling, general, and administrative costs to the segments. Where applicable,
the tables present the unallocated amounts to reconcile the totals to the
Company's consolidated financial statements. Segment assets are determined by
where they are situated at period-end. Corporate assets are principally cash and
cash equivalents, short-term investments, other current assets, and certain
property, plant, and equipment.

<Table>
<Caption>
                                                                           EIGHT MONTHS
                                            YEAR ENDED      YEAR ENDED        ENDED        YEAR ENDED
                                           DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    APRIL 30,
                                               2001            2000            1999           1999
                                           ------------    ------------    ------------    ----------
                                                             (THOUSANDS OF DOLLARS)
<S>                                        <C>             <C>             <C>             <C>
Operating revenues:
  Domestic Oil and Gas...................    $185,606        $149,062        $ 91,004       $159,335
  International..........................      22,634          21,703          14,676         24,112
  Aeromedical............................      47,493          44,282          30,249         46,838
  Technical Services.....................      21,319          17,027          10,451         17,054
                                             --------        --------        --------       --------
          Total..........................    $277,052        $232,074        $146,380       $247,339
                                             ========        ========        ========       ========
Operating profit(1):
  Domestic Oil and Gas...................    $ 24,661        $ (2,201)       $ (2,285)      $ 12,678
  International..........................         115            (714)          1,120         (3,983)
  Aeromedical............................         308          (1,454)           (488)         2,864
  Technical Services.....................       3,490            (550)          1,533          2,661
                                             --------        --------        --------       --------
          Net Segment operating profit
            (loss).......................      28,574          (4,919)           (120)        14,220
Unallocated costs........................     (13,894)        (16,123)         (9,739)       (12,729)
Other, net (2)...........................       2,812           3,247           5,909          3,543
                                             --------        --------        --------       --------
Earnings (loss) before taxes.............    $ 17,492        $(17,795)       $ (3,950)      $  5,034
                                             ========        ========        ========       ========
Expenditures for long-lived Assets
  Domestic Oil and Gas...................    $ 24,201        $ 21,879        $  7,725       $ 38,214
  International..........................       2,067           5,291               5          2,172
  Aeromedical............................       2,373             621           1,368            203
  Technical Services.....................         462             190             246            135
  Corporate..............................         399             198             703          1,547
                                             --------        --------        --------       --------
          Total..........................    $ 29,502        $ 28,179        $ 10,047       $ 42,271
                                             ========        ========        ========       ========
Depreciation and Amortization
  Domestic Oil and Gas...................    $  9,825        $  8,537        $  6,077       $ 10,547
  International..........................       1,250           1,262           1,117          1,801
  Aeromedical............................       2,487           2,483           1,505          2,806
  Technical Services.....................         331             246             151            154
  Corporate..............................       1,189           1,185             805            885
                                             --------        --------        --------       --------
          Total..........................    $ 15,082        $ 13,713        $  9,655       $ 16,193
                                             ========        ========        ========       ========
</Table>

                                       F-24
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                                            EIGHT MONTHS
                                               YEAR ENDED     YEAR ENDED       ENDED       YEAR ENDED
                                              DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   APRIL 30,
                                                  2001           2000           1999          1999
                                              ------------   ------------   ------------   ----------
                                                              (THOUSANDS OF DOLLARS)
<S>                                           <C>            <C>            <C>            <C>
Interest Expense
  Domestic Oil and Gas......................    $  4,398       $  3,703       $  2,565      $  3,825
  International.............................         597            603            524           697
  Aeromedical...............................       1,195          1,299            821         1,266
  Technical Services........................          --             --             --            --
  Corporate.................................          --            208             68           229
                                                --------       --------       --------      --------
          Total.............................    $  6,190       $  5,813       $  3,978      $  6,017
                                                ========       ========       ========      ========
Assets
  Domestic Oil and Gas......................    $148,616       $151,820       $160,778      $155,478
  International.............................      19,912         27,281         20,627        28,795
  Aeromedical...............................      23,328         24,274         25,541        30,113
  Technical Services........................      13,704         12,443         10,475        10,188
  Corporate.................................      20,085          6,937          5,635         7,001
                                                --------       --------       --------      --------
          Total.............................    $225,645       $222,755       $223,056      $231,575
                                                ========       ========       ========      ========
</Table>

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

(1) Includes special charges as discussed in Note 2 -- Special Charges of the
    Consolidated Financial Statements

(2) Includes gains on disposition of property and equipment, equity in losses of
    unconsolidated subsidiaries, and other income.

     The following table presents the Company's revenues from external customers
attributed to operations in the United States and foreign areas and long-lived
assets in the United States and foreign areas.

<Table>
<Caption>
                                                                            EIGHT MONTHS
                                               YEAR ENDED     YEAR ENDED       ENDED       YEAR ENDED
                                              DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   APRIL 30,
                                                  2001           2000           1999          1999
                                              ------------   ------------   ------------   ----------
                                                              (THOUSANDS OF DOLLARS)
<S>                                           <C>            <C>            <C>            <C>
Operating revenues:
  United States.............................    $254,418       $210,371       $131,704      $223,227
  Foreign...................................      22,634         21,703         14,676        24,112
                                                --------       --------       --------      --------
          Total.............................    $277,052       $232,074       $146,380      $247,339
                                                ========       ========       ========      ========
Long-lived assets:
  United States.............................    $105,703       $110,615       $121,583      $128,541
  Foreign...................................      16,465         21,241         13,464        16,019
                                                --------       --------       --------      --------
          Total.............................    $122,168       $131,856       $135,047      $144,560
                                                ========       ========       ========      ========
</Table>

                                       F-25
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(11)  QUARTERLY FINANCIAL DATA (UNAUDITED)

     The summarized quarterly results of operations for the years ended December
31, 2001 and December 31, 2000, (in thousands of dollars, except per share data)
are as follows:

<Table>
<Caption>
                                                            QUARTER ENDED
                                         ----------------------------------------------------
                                         MARCH 31,    JUNE 30,   SEPTEMBER 30,   DECEMBER 31,
                                           2001         2001         2001            2001
                                         ---------    --------   -------------   ------------
                                            (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<S>                                      <C>          <C>        <C>             <C>
Operating revenues.....................   $63,259     $68,534       $73,613        $71,646
Gross profit...........................     4,443       9,744        13,128         11,584
Net earnings...........................        46       2,760         4,758          3,456(1)
Net earnings per share
  Basic................................      0.01        0.53          0.92           0.66(1)
  Diluted..............................      0.01        0.52          0.90           0.65(1)
Operating revenues.....................   $52,659     $55,105       $60,894        $63,416
Gross profit...........................     3,145       2,600         5,170         (4,408)
Net earnings (loss)....................    (1,428)       (326)       (1,011)        (9,529)(2)
Net earnings (loss) per share
  Basic................................     (0.28)      (0.06)        (0.20)         (1.85)(2)
  Diluted..............................     (0.28)      (0.06)        (0.20)         (1.85)(2)
</Table>

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

(1) Includes the effect of (a) $1.3 million ($0.8 million after tax or $0.15 per
    diluted share) of compensation expense recorded for a discretionary bonus
    accrued for certain non-executive employees; (b) $0.8 million ($0.5 million
    after tax or $0.09 per diluted share) of other income, recorded for the
    reimbursement received from the United States Department of Transportation
    under the Air Safety and System Stabilization Act; and (c) $1.2 million
    ($0.7 million after tax or $0.14 per diluted share) expense reduction for
    lowered estimated environmental remediation costs.

(2) Includes the effect of $3.6 million ($2.5 million after tax or $0.48 per
    diluted share) of special charges recognized in the fourth quarter ended
    December 31, 2000. Also includes a charge of $4.3 million ($3.0 million
    after tax or $0.58 per diluted share) for a write-down of inventory.

                                       F-26
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(12)  CONDENSED CONSOLIDATED FINANCIAL INFORMATION

     On April 17, 2002, the Company entered into a debt offering, which provides
for $200.0 million of 9 3/8% Senior Notes due 2009 ("Senior Notes"). The Senior
Notes will be fully and unconditionally guaranteed on a senior basis, jointly
and severally, by all of the Company's existing operating subsidiaries
("Guarantor Subsidiaries").

     The following supplemental condensed financial information sets forth, on a
consolidating basis, the balance sheet, statement of operations, and statement
of cash flows information for Petroleum Helicopters, Inc. ("Parent Company
Only") and the Guarantor Subsidiaries. The principal eliminating entries
eliminate investments in subsidiaries, intercompany balances, and intercompany
revenues and expenses.

                     CONDENSED CONSOLIDATING BALANCE SHEETS

<Table>
<Caption>
                                                                 DECEMBER 31, 2001
                                              --------------------------------------------------------
                                               PARENT
                                              COMPANY      GUARANTOR
                                                ONLY      SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                               (Thousands of dollars)
------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>             <C>             <C>
                   ASSETS
Current Assets:
  Cash and cash equivalents.................  $  5,422      $    13         $    --         $  5,435
  Accounts receivable -- net of allowance...    42,844        4,166              --           47,010
  Inventory.................................    34,382           --              --           34,382
  Other current assets......................     5,764           35              --            5,799
                                              --------      -------         -------         --------
       Total current assets.................    88,412        4,214              --           92,626
Investment in subsidiaries and other........    16,138        4,635          (9,922)          10,851
Property and equipment, net.................   118,401        3,767              --          122,168
                                              --------      -------         -------         --------
          Total Assets......................  $222,951      $12,616         $(9,922)        $225,645
                                              ========      =======         =======         ========
              LIABILITIES AND
            SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued
     liabilities............................  $ 25,986      $ 4,193         $(1,932)        $ 28,247
  Accrued vacation payable..................     6,777          243              --            7,020
  Income taxes payable......................     2,428           --              --            2,428
  Current maturities of long-term debt and
     capital lease obligations..............     7,944           --              --            7,944
                                              --------      -------         -------         --------
       Total current liabilities............    43,135        4,436          (1,932)          45,639
Long-term debt and capital lease
  obligations, net of current maturities....    58,672           --              --           58,672
Deferred income taxes and other long-term
  liabilities...............................    29,272           --             190           29,462
Shareholders' Equity:
  Paid-in capital...........................    13,853        4,403          (4,403)          13,853
  Accumulated other comprehensive income
     (loss).................................    (2,030)          --              --           (2,030)
  Retained earnings.........................    80,049        3,777          (3,777)          80,049
                                              --------      -------         -------         --------
     Total shareholders' equity.............    91,872        8,180          (8,180)          91,872
                                              --------      -------         -------         --------
          Total Liabilities and
            Shareholders' Equity............  $222,951      $12,616         $(9,922)        $225,645
                                              ========      =======         =======         ========
</Table>

                                       F-27
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                                 DECEMBER 31, 2000
                                              --------------------------------------------------------
                                               PARENT
                                              COMPANY      GUARANTOR
                                                ONLY      SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                               (Thousands of dollars)
------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>             <C>             <C>
                   ASSETS
Current Assets:
  Cash and cash equivalents.................  $    844      $    19         $    --         $    863
  Accounts receivable -- net of allowance...    38,601        4,288              --           42,889
  Inventory.................................    35,175           --              --           35,175
  Other current assets......................     5,093           19              --            5,112
  Refundable income taxes...................     3,852           --              --            3,852
                                              --------      -------         -------         --------
       Total current assets.................    83,565        4,326              --           87,891
Investment in subsidiaries and other........     7,237        4,433          (8,662)           3,008
Property and equipment, net.................   127,736        4,120              --          131,856
                                              --------      -------         -------         --------
          Total Assets......................  $218,538      $12,879         $(8,662)        $222,755
                                              ========      =======         =======         ========

              LIABILITIES AND
            SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued
     liabilities............................  $ 30,751      $ 1,322         $(2,026)        $ 30,047
  Accrued vacation payable..................     6,322          231              --            6,553
  Current maturities of long-term debt and
     capital lease obligations..............     8,744        1,000              --            9,744
                                              --------      -------         -------         --------
       Total current liabilities............    45,817        2,553          (2,026)          46,344
Long-term debt and capital lease
  obligations, net of current maturities....    61,575        3,500              --           65,075
Deferred income taxes and other long-term
  liabilities...............................    29,524           --             190           29,714
Shareholders' Equity:
  Paid-in capital...........................    12,561        4,403          (4,403)          12,561
  Retained earnings.........................    69,061        2,423          (2,423)          69,061
                                              --------      -------         -------         --------
     Total shareholders' equity.............    81,622        6,826          (6,826)          81,622
                                              --------      -------         -------         --------
          Total Liabilities and
            Shareholders' Equity............  $218,538      $12,879         $(8,662)        $222,755
                                              ========      =======         =======         ========
</Table>

                                       F-28
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                        FOR THE YEAR ENDED DECEMBER 31, 2001
                                              --------------------------------------------------------
                                               PARENT
                                              COMPANY      GUARANTOR
                                                ONLY      SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                               (Thousands of dollars)
------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>             <C>             <C>
Operating revenues..........................  $231,934      $45,118         $    --         $277,052
Management fees.............................     5,195           --          (5,195)              --
Gain on dispositions of property and
  equipment.................................     1,351           --              --            1,351
Other.......................................     1,417           44              --            1,461
                                              --------      -------         -------         --------
                                               239,897       45,162          (5,195)         279,864
Expenses:
  Direct expenses...........................   202,143       36,010              --          238,153
  Management fees...........................        --        5,195          (5,195)              --
  Selling, general and administrative.......    16,434        1,595              --           18,029
  Equity in net (income) of consolidated
     subsidiaries...........................    (1,354)          --           1,354               --
  Interest expense..........................     5,951          239              --            6,190
                                              --------      -------         -------         --------
                                               223,174       43,039          (3,841)         262,372
                                              --------      -------         -------         --------
Earnings (loss) before income taxes.........    16,723        2,123          (1,354)          17,492
Income taxes................................     5,703          769              --            6,472
                                              --------      -------         -------         --------
Net earnings (loss).........................  $ 11,020      $ 1,354         $(1,354)        $ 11,020
                                              ========      =======         =======         ========
</Table>

<Table>
<Caption>
                                                        FOR THE YEAR ENDED DECEMBER 31, 2000
                                              --------------------------------------------------------
<S>                                           <C>         <C>             <C>             <C>
Operating revenues..........................  $193,931      $38,143         $    --         $232,074
Management fees.............................     4,424           --          (4,424)              --
Gain on dispositions of property and
  equipment.................................     2,825        1,138              --            3,963
                                              --------      -------         -------         --------
                                               201,180       39,281          (4,424)         236,037
Expenses:
  Direct expenses...........................   195,382       30,185              --          225,567
  Management fees...........................        --        4,424          (4,424)              --
  Selling, general and administrative.......    16,627        1,538              --           18,165
  Equity in net loss of unconsolidated
     subsidiaries...........................       716           --              --              716
  Equity in net (income) of consolidated
     subsidiaries...........................    (1,850)          --           1,850               --
  Special charges...........................     3,571           --              --            3,571
  Interest expense..........................     5,226          587              --            5,813
                                              --------      -------         -------         --------
                                               219,672       36,734          (2,574)         253,832
                                              --------      -------         -------         --------
Earnings (loss) before income taxes.........   (18,492)       2,547          (1,850)         (17,795)
Income taxes................................    (6,198)         697              --           (5,501)
                                              --------      -------         -------         --------
Net earnings (loss).........................  $(12,294)     $ 1,850         $(1,850)        $(12,294)
                                              ========      =======         =======         ========
</Table>

                                       F-29
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                    FOR THE EIGHT MONTHS ENDED DECEMBER 31, 1999
                                              --------------------------------------------------------
                                               PARENT
                                              COMPANY      GUARANTOR
                                                ONLY      SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                               (Thousands of dollars)
------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>             <C>             <C>
Operating revenues..........................  $121,787      $24,593         $    --         $146,380
Management fees.............................     2,974           --          (2,974)              --
Gain on dispositions of property and
  equipment.................................     6,595           --              --            6,595
                                              --------      -------         -------         --------
                                               131,356       24,593          (2,974)         152,975
Expenses:
  Direct expenses...........................   119,687       20,215              --          139,902
  Management fees...........................        --        2,974          (2,974)              --
  Selling, general and administrative.......    10,964        1,395              --           12,359
  Equity in net loss of unconsolidated
     subsidiaries...........................       686           --              --              686
  Equity in net loss of consolidated
     subsidiaries...........................       269           --            (269)              --
  Interest expense..........................     3,518          460              --            3,978
                                              --------      -------         -------         --------
                                               135,124       25,044          (3,243)         156,925
                                              --------      -------         -------         --------
Earnings (loss) before income taxes.........    (3,768)        (451)            269           (3,950)
Income taxes................................    (1,069)        (182)             --           (1,251)
                                              --------      -------         -------         --------
Net earnings (loss).........................  $ (2,699)     $  (269)        $   269         $ (2,699)
                                              ========      =======         =======         ========
</Table>

<Table>
<Caption>
                                                         FOR THE YEAR ENDED APRIL 30, 1999
                                              --------------------------------------------------------
<S>                                           <C>         <C>             <C>             <C>
Operating revenues..........................  $212,104      $35,235         $    --         $247,339
Management fees.............................     1,913           --          (1,913)              --
Gain on dispositions of property and
  equipment.................................     3,583           --              --            3,583
                                              --------      -------         -------         --------
                                               217,600       35,235          (1,913)         250,922
Expenses:
  Direct expenses...........................   183,863       30,653              --          214,516
  Management fees...........................        --        1,913          (1,913)              --
  Selling, general and administrative.......    14,716        3,301              --           18,017
  Equity in net loss of unconsolidated
     subsidiaries...........................        40           --              --               40
  Equity in net loss of consolidated
     subsidiaries...........................       815           --            (815)              --
  Special charges...........................     7,298           --              --            7,298
  Interest expense..........................     5,336          681              --            6,017
                                              --------      -------         -------         --------
                                               212,068       36,548          (2,728)         245,888
                                              --------      -------         -------         --------
Earnings (loss) before income taxes.........     5,532       (1,313)            815            5,034
Income taxes................................     2,544         (498)             --            2,046
                                              --------      -------         -------         --------
Net earnings (loss).........................  $  2,988      $  (815)        $   815         $  2,988
                                              ========      =======         =======         ========
</Table>

                                       F-30
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                        FOR THE YEAR ENDED DECEMBER 31, 2001
                                              --------------------------------------------------------
                                               PARENT
                                              COMPANY      GUARANTOR
                                                ONLY      SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                               (Thousands of dollars)
------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>             <C>             <C>
Net cash provided by (used in) operating
  activities................................  $ 18,178      $   502          $   --         $ 18,680
Cash flows from investing activities:
  Purchase of property and equipment........   (29,494)          (8)             --          (29,502)
  Proceeds from asset dispositions..........    24,304           --              --           24,304
  Other.....................................       350           --              --              350
                                              --------      -------          ------         --------
  Net cash provided by (used in) investing
     activities.............................    (4,840)          (8)             --           (4,848)
                                              --------      -------          ------         --------
Cash flows from financing activities:
  Proceeds from long-term debt..............     2,851           --              --            2,851
  Payments on long-term debt................   (12,350)        (500)             --          (12,850)
  Other.....................................       739           --              --              739
                                              --------      -------          ------         --------
  Net cash provided by (used in) financing
     activities.............................    (8,760)        (500)             --           (9,260)
                                              --------      -------          ------         --------
Increase (decrease) in cash and cash
  equivalents...............................     4,578           (6)             --            4,572
Cash and cash equivalents, beginning of
  year......................................       844           19              --              863
                                              --------      -------          ------         --------
Cash and cash equivalents, end of year......  $  5,422      $    13          $   --         $  5,435
                                              ========      =======          ======         ========
</Table>

<Table>
<Caption>
                                                        FOR THE YEAR ENDED DECEMBER 31, 2000
                                              --------------------------------------------------------
<S>                                           <C>         <C>             <C>             <C>
Net cash provided by (used in) operating
  activities................................  $  8,853      $   498          $   --         $  9,351
Cash flows from investing activities:
  Purchase of property and equipment........   (27,903)        (276)             --          (28,179)
  Proceeds from asset dispositions..........    19,394        4,748              --           24,142
  Other.....................................      (974)          --              --             (974)
                                              --------      -------          ------         --------
  Net cash provided by (used in) investing
     activities.............................    (9,483)       4,472              --           (5,011)
                                              --------      -------          ------         --------
Cash flows from financing activities:
  Proceeds from long-term debt..............    23,500           --              --           23,500
  Payments on long-term debt................   (23,676)      (4,964)             --          (28,640)
                                              --------      -------          ------         --------
  Net cash provided by (used in) financing
     activities.............................      (176)      (4,964)             --           (5,140)
                                              --------      -------          ------         --------
Increase (decrease) in cash and cash
  equivalents...............................      (806)           6              --             (800)
Cash and cash equivalents, beginning of
  year......................................     1,650           13              --            1,663
                                              --------      -------          ------         --------
Cash and cash equivalents, end of year......  $    844      $    19          $   --         $    863
                                              ========      =======          ======         ========
</Table>

                                       F-31
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                    FOR THE EIGHT MONTHS ENDED DECEMBER 31, 1999
                                              --------------------------------------------------------
                                               PARENT
                                              COMPANY      GUARANTOR
                                                ONLY      SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                               (Thousands of dollars)
------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>             <C>             <C>
Net cash provided by (used in) operating
  activities................................  $ (4,653)     $   838          $   --         $ (3,815)
Cash flows from investing activities:
  Purchase of property and equipment........    (9,877)        (170)             --          (10,047)
  Proceeds from asset dispositions..........    16,254           --              --           16,254
  Other.....................................      (580)          --              --             (580)
                                              --------      -------          ------         --------
  Net cash provided by (used in) investing
     activities.............................     5,797         (170)             --            5,627
                                              --------      -------          ------         --------
Cash flows from financing activities:
  Proceeds from long-term debt..............     9,000        3,000              --           12,000
  Payments on long-term debt................   (10,987)      (3,669)             --          (14,656)
  Other.....................................      (518)          --              --             (518)
                                              --------      -------          ------         --------
  Net cash provided by (used in) financing
     activities.............................    (2,505)        (669)             --           (3,174)
                                              --------      -------          ------         --------
Decrease in cash and cash equivalents.......    (1,361)          (1)             --           (1,362)
Cash and cash equivalents, beginning of
  year......................................     3,012           13              --            3,025
                                              --------      -------          ------         --------
Cash and cash equivalents, end of year......  $  1,651      $    12          $   --         $  1,663
                                              ========      =======          ======         ========
</Table>

<Table>
<Caption>
                                                         FOR THE YEAR ENDED APRIL 30, 1999
                                              --------------------------------------------------------
<S>                                           <C>         <C>             <C>             <C>
Net cash provided by (used in) operating
  activities................................  $ 21,824      $(5,329)         $   --         $ 16,495
Cash flows from investing activities:
  Purchase of property and equipment........   (42,101)        (170)             --          (42,271)
  Proceeds from asset dispositions..........    19,881           --              --           19,881
  Other.....................................      (424)          --              --             (424)
                                              --------      -------          ------         --------
  Net cash provided by (used in) investing
     activities.............................   (22,644)        (170)             --          (22,814)
                                              --------      -------          ------         --------
Cash flows from financing activities:
  Proceeds from long-term debt..............    25,893        4,107              --           30,000
  Payments on long-term debt................   (22,324)          --              --          (22,324)
  Other.....................................    (1,065)         (20)             --           (1,085)
                                              --------      -------          ------         --------
  Net cash provided by (used in) financing
     activities.............................     2,504        4,087              --            6,591
                                              --------      -------          ------         --------
Increase (decrease) in cash and cash
  equivalents...............................     1,684       (1,412)             --              272
Cash and cash equivalents, beginning of
  year......................................     1,329        1,424              --            2,753
                                              --------      -------          ------         --------
Cash and cash equivalents, end of year......  $  3,013      $    12          $   --         $  3,025
                                              ========      =======          ======         ========
</Table>

                                       F-32
<PAGE>
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                 SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS

<Table>
<Caption>
                                                              ADDITIONS
                                            BALANCE    -----------------------
                                              AT       CHARGED TO   CHARGED TO                BALANCE AT
                                           BEGINNING   COSTS AND      OTHER                      END
             (IN THOUSANDS)                 OF YEAR     EXPENSES     ACCOUNTS    DEDUCTIONS    OF YEAR
--------------------------------------------------------------------------------------------------------
<S>                                        <C>         <C>          <C>          <C>          <C>
Year ended December 31, 2001:
  Allowance for doubtful accounts........   $2,156       $  107       $   --       $1,819       $  444
  Allowance for obsolescent inventory....    3,721          978           --          359        4,340
Year ended December 31, 2000:
  Allowance for doubtful accounts........   $  794       $1,681       $   --       $  319       $2,156
  Allowance for obsolescent inventory....    2,208        3,005           --        1,492        3,721
Eight months ended December 31, 1999:
  Allowance for doubtful accounts........   $1,684       $  110       $   --       $1,000       $  794
  Allowance for obsolescent inventory....    2,169          527           --          488        2,208
Year ended April 30, 1999:
  Allowance for doubtful accounts........   $1,962       $  182       $   --       $  460       $1,684
  Allowance for obsolescent inventory....    1,889          280           --           --        2,169
</Table>

                                       S-1
<PAGE>

                                                                         ANNEX A

                             LETTER OF TRANSMITTAL
                             TO TENDER FOR EXCHANGE
                     9 3/8% SERIES A SENIOR NOTES DUE 2009
                                       OF

                          PETROLEUM HELICOPTERS, INC.
              PURSUANT TO THE PROSPECTUS DATED             , 2002

  THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [        ], 2002
   UNLESS EXTENDED BY PETROLEUM HELICOPTERS, INC. IN ITS SOLE DISCRETION (THE
 "EXPIRATION DATE"). TENDERS OF NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
                                EXPIRATION DATE.

                 THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
                              THE BANK OF NEW YORK

<Table>
<S>                                <C>                                <C>
             By Mail:                        By Facsimile:                         By Hand:
       The Bank of New York                    (212)                         The Bank of New York
         15 Broad Street             Attention: Reorganization Unit            15 Broad Street
            16th Floor                   Confirm by Telephone:                    16th Floor
        New York, NY 10007                     (212)                          New York, NY 10007
  Attention: Reorganization Unit     Attention: Reorganization Unit     Attention: Reorganization Unit
</Table>

     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN
AS LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

     HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE SERIES B NOTES PURSUANT TO THE
EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR SERIES A NOTES TO
THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

     This Letter of Transmittal is to be used by holders ("Holders") of 9 3/8%
Series A Senior Notes due 2009 (the "Series A Notes") of Petroleum Helicopters,
Inc. (the "Issuer") to receive 9 3/8% Series B Senior Notes due 2009 (the
"Series B Notes") if: (i) certificates representing Series A Notes are to be
physically delivered to the Exchange Agent herewith by such Holders; (ii) tender
of Series A Notes is to be made by book-entry transfer to the Exchange Agent's
account at The Depository Trust Company ("DTC") pursuant to the procedures set
forth under the caption "The Exchange Offer -- Procedures for Tendering Series A
Notes -- Book-entry delivery procedures" in the Prospectus dated           ,
2002 (the "Prospectus"); or (iii) tender of Series A Notes is to be made
according to the guaranteed delivery procedures set forth under the caption "The
Exchange Offer -- Procedures for Tendering Series A Notes -- Guaranteed
delivery" in the Prospectus, and, in each case, instructions are not being
transmitted through the DTC Automated Tender Offer Program ("ATOP"). The
undersigned hereby acknowledges receipt of the Prospectus. All capitalized terms
used herein and not defined shall have the meanings ascribed to them in the
Prospectus.

     Holders of Series A Notes that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through ATOP, for which
the transaction will be eligible. DTC participants that are accepting the
exchange offer as set forth in the Prospectus and this Letter of Transmittal
(together, the "Exchange Offer") must transmit their acceptance to DTC which
will edit and verify the acceptance and execute a book-entry delivery to the
Exchange Agent's account at DTC. DTC will then send an Agent's Message to the
Exchange Agent for its acceptance. Delivery of the Agent's Message by DTC will
satisfy the terms of the Offer as to execution and delivery of a Letter of
Transmittal

                                       A-1
<PAGE>

by the participant identified in the Agent's Message. DTC participants may also
accept the Exchange Offer by submitting a notice of guaranteed delivery through
ATOP.

     DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.

     If a Holder desires to tender Series A Notes pursuant to the Exchange Offer
and time will not permit this Letter of Transmittal, certificates representing
such Series A Notes and all other required documents to reach the Exchange
Agent, or the procedures for book-entry transfer cannot be completed, on or
prior to the Expiration Date, then such Holder must tender such Series A Notes
according to the guaranteed delivery procedures set forth under the caption "The
exchange offer -- Procedures for tendering Series A notes -- Guaranteed
delivery" in the Prospectus. See Instruction 2.

     The undersigned should complete, execute and deliver this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.

                            TENDER OF SERIES A NOTES

<Table>
<S>     <C>
----------------------------------------------------------------------------------
  [ ]   CHECK HERE IF TENDERED SERIES A NOTES ARE ENCLOSED HEREWITH.

  [ ]   CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED BY BOOK-ENTRY
        TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
        COMPLETE THE FOLLOWING:

        Name of Tendering Institution: ----------------------------------------

        Account Number: -------------------------------------------------------

        Transaction Code Number: ----------------------------------------------
----------------------------------------------------------------------------------

  [ ]   CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED PURSUANT TO A
        NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
        COMPLETE THE FOLLOWING:

        Name(s) of Registered Holder(s): --------------------------------------

        Window Ticker Number (if any): ----------------------------------------

        Date of Execution of Notice of Guaranteed Delivery: -------------------

        Name of Eligible Institution that Guaranteed Delivery: ----------------
----------------------------------------------------------------------------------
</Table>

                                       A-2
<PAGE>

     List below the Series A Notes to which this Letter of Transmittal relates.
The name(s) and address(es) of the registered Holder(s) should be printed, if
not already printed below, exactly as they appear on the Series A Notes tendered
hereby. The Series A Notes and the principal amount of Series A Notes that the
undersigned wishes to tender would be indicated in the appropriate boxes. If the
space provided is inadequate, list the certificate number(s) and principal
amount(s) on a separately executed schedule and affix the schedule to this
Letter of Transmittal.

<Table>
<S>                                   <C>                    <C>                    <C>                    <C>
---------------------------------------------------------------------------------------------------------------------------------
                                                  DESCRIPTION OF SERIES A NOTES
---------------------------------------------------------------------------------------------------------------------------------
             NAME(S) AND
           ADDRESS(ES) OF
        REGISTERED HOLDER(S)
               (PLEASE                                                                                        TOTAL PRINCIPAL
          FILL IN IF BLANK)                CERTIFICATE        AGGREGATE PRINCIPAL      PRINCIPAL AMOUNT          AMOUNT OF
         SEE INSTRUCTION 3.                 NUMBER(S)*        AMOUNT REPRESENTED**        TENDERED**           SERIES A NOTES
---------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

---------------------------------------------------------------------------------------------------------------------------------
   * Need not be completed by Holders tendering by book-entry transfer.
  ** Unless otherwise specified, the entire aggregate principal amount represented by the Series A Notes described above
    will be deemed to be tendered. See Instruction 4.
---------------------------------------------------------------------------------------------------------------------------------
</Table>

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.

              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

     The undersigned hereby tenders to Petroleum Helicopters, Inc. (the
"Issuer"), upon the terms and subject to the conditions set forth in its
Prospectus dated           , 2002 (the "Prospectus"), receipt of which is hereby
acknowledged, and in accordance with this Letter of Transmittal (which together
constitute the "Exchange Offer"), the principal amount of Series A Notes
indicated in the foregoing table entitled "Description of Series A Notes" under
the column heading "Principal Amount Tendered." The undersigned represents that
it is duly authorized to tender all of the Series A Notes tendered hereby which
it holds for the account of beneficial owners of such Series A Notes
("Beneficial Owner(s)") and to make the representations and statements set forth
herein on behalf of such Beneficial Owner(s).

     Subject to, and effective upon, the acceptance for purchase of the
principal amount of Series A Notes tendered herewith in accordance with the
terms and subject to the conditions of the Exchange Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Issuer, all
right, title and interest in and to all of the Series A Notes tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent
the true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that the Exchange Agent also acts as the agent of the Issuer) with
respect to such Series A Notes, with full powers of substitution and revocation
(such power of attorney being deemed to be an irrevocable power coupled with an
interest) to (i) present such Series A Notes and all evidences of transfer and
authenticity to, or transfer ownership of, such Series A Notes on the account
books maintained by DTC to, or upon the order of, the Issuer, (ii) present such
Series A Notes for transfer of ownership on the books of the Issuer, and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Series A Notes, all in accordance with the terms and conditions of the
Exchange Offer as described in the Prospectus.
<PAGE>

     By accepting the Exchange Offer, the undersigned hereby represents and
warrants that:

          (1) the Series B Notes to be acquired by the undersigned and any
     Beneficial Owner(s) in connection with the Exchange Offer are being
     acquired by the undersigned and any Beneficial Owner(s) in the ordinary
     course of business of the undersigned and any Beneficial Owner(s),

          (2) the undersigned and each Beneficial Owner are not participating,
     do not intend to participate, and have no arrangement or understanding with
     any person to participate, in the distribution of the Series B Notes,

          (3) except as indicated below, neither the undersigned nor any
     Beneficial Owner is an "affiliate," as defined in Rule 405 under the
     Securities Act of 1933, as amended (together with the rules and regulations
     promulgated thereunder, the "Securities Act"), of the Issuer, and

          (4) the undersigned and each Beneficial Owner acknowledge and agree
     that (x) any person participating in the Exchange Offer with the intention
     or for the purpose of distributing the Series B Notes must comply with the
     registration and prospectus delivery requirements of the Securities Act in
     connection with a secondary resale of the Series B Notes acquired by such
     person with a registration statement containing the selling securityholder
     information required by Item 507 of Regulation S-K of the Securities and
     Exchange Commission (the "SEC") and cannot rely on the interpretation of
     the Staff of the SEC set forth in the no-action letters that are noted in
     the section of the Prospectus entitled "The exchange offer -- Registration
     rights" and (y) any broker-dealer that pursuant to the Exchange Offer
     receives Series B Notes for its own account in exchange for Series A Notes
     which it acquired for its own account as a result of market-making
     activities or other trading activities must deliver a prospectus meeting
     the requirements of the Securities Act in connection with any resale of
     such Series B Notes.

     If the undersigned is a broker-dealer that will receive Series B Notes for
its own account in exchange for Series A Notes that were acquired as the result
of market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Series B Notes.
By so acknowledging and by delivering a prospectus, a broker-dealer shall not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

     The undersigned understands that tenders of Series A Notes may be withdrawn
by written notice of withdrawal received by the Exchange Agent at any time prior
to the Expiration Date in accordance with the Prospectus. In the event of a
termination of the Exchange Offer, the Series A Notes tendered pursuant to the
Exchange Offer will be returned to the tendering Holders promptly (or, in the
case of Series A Notes tendered by book-entry transfer, such Series A Notes will
be credited to the account maintained at DTC from which such Series A Notes were
delivered). If the Issuer makes a material change in the terms of the Exchange
Offer or the information concerning the Exchange Offer or waives a material
condition of such Exchange Offer, the Issuer will disseminate additional
Exchange Offer materials and extend such Exchange Offer, if and to the extent
required by law.

     The undersigned understands that the tender of Series A Notes pursuant to
any of the procedures set forth in the Prospectus and in the instructions hereto
will constitute the undersigned's acceptance of the terms and conditions of the
Exchange Offer. The Issuer's acceptance for exchange of Series A Notes tendered
pursuant to any of the procedures described in the Prospectus will constitute a
binding agreement between the undersigned and the Issuer in accordance with the
terms and subject to the conditions of the Exchange Offer. For purposes of the
Exchange Offer, the undersigned understands that validly tendered Series A Notes
(or defectively tendered Series A Notes with respect to which the Issuer has, or
has caused to be, waived such defect) will be deemed to have been accepted by
the Issuer if, as and when the Issuer gives oral or written notice thereof to
the Exchange Agent.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Series A Notes
tendered hereby, and that when such tendered Series A Notes are accepted for
purchase by the Issuer, the Issuer will acquire good title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim or right. The
<PAGE>

undersigned and each Beneficial Owner will, upon request, execute and deliver
any additional documents deemed by the Exchange Agent or by the Issuer to be
necessary or desirable to complete the sale, assignment and transfer of the
Series A Notes tendered hereby.

     All authority conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by, and shall survive the death or incapacity
of the undersigned and any Beneficial Owner(s), and any obligation of the
undersigned or any Beneficial Owner(s) hereunder shall be binding upon the
heirs, executors, administrators, trustees in bankruptcy, personal and legal
representatives, successors and assigns of the undersigned and such Beneficial
Owner(s).

     The undersigned understands that the delivery and surrender of any Series A
Notes is not effective, and the risk of loss of the Series A Notes does not pass
to the Exchange Agent or the Issuer, until receipt by the Exchange Agent of this
Letter of Transmittal, or a manually signed facsimile hereof, properly completed
and duly executed, together with all accompanying evidences of authority and any
other required documents in form satisfactory to the Issuer. All questions as to
form of all documents and the validity (including time of receipt) and
acceptance of tenders and withdrawals of Series A Notes will be determined by
the Issuer, in their discretion, which determination shall be final and binding.

     Unless otherwise indicated herein under "Special Issuance Instructions,"
the undersigned hereby requests that any Series A Notes representing principal
amounts not tendered or not accepted for exchange be issued in the name(s) of
the undersigned (and in the case of Series A Notes tendered by book-entry
transfer, by credit to the account of DTC), and Series B Notes issued in
exchange for Series A Notes pursuant to the Exchange Offer be issued to the
undersigned. Similarly, unless otherwise indicated herein under "Special
Delivery Instructions," the undersigned hereby requests that any Series A Notes
representing principal amounts not tendered or not accepted for exchange and
Series B Notes issued in exchange for Series A Notes pursuant to the Exchange
Offer be delivered to the undersigned at the address shown below the
undersigned's signature(s). In the event that the "Special Issuance
Instructions" box or the "Special Delivery Instructions" box is, or both are,
completed, the undersigned hereby requests that any Series A Notes representing
principal amounts not tendered or not accepted for purchase be issued in the
name(s) of, certificates for such Series A Notes be delivered to, and Series B
Notes issued in exchange for Series A Notes pursuant to the Exchange Offer be
issued in the name(s) of, and be delivered to, the person(s) at the address(es)
so indicated, as applicable. The undersigned recognizes that the Issuer has no
obligation pursuant to the "Special Issuance Instructions" box or "Special
Delivery Instructions" box to transfer any Series A Notes from the name of the
registered Holder(s) thereof if the Issuer does not accept for exchange any of
the principal amount of such Series A Notes so tendered.

[ ]  CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU HOLD SERIES A NOTES
     IS AN AFFILIATE OF THE ISSUER.

[ ]  CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU HOLD SERIES A NOTES
     TENDERED HEREBY IS A BROKER-DEALER WHO ACQUIRED SUCH NOTES DIRECTLY FROM
     THE ISSUER OR AN AFFILIATE OF THE ISSUER.

[ ]  CHECK HERE AND COMPLETE THE LINES BELOW IF YOU OR ANY BENEFICIAL OWNER FOR
     WHOM YOU HOLD SERIES A NOTES TENDERED HEREBY IS A BROKER-DEALER WHO
     ACQUIRED SUCH NOTES IN MARKET-MAKING OR OTHER TRADING ACTIVITIES. IF THIS
     BOX IS CHECKED, THE ISSUER WILL SEND 10 ADDITIONAL COPIES OF THE PROSPECTUS
     AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO TO YOU OR SUCH
     BENEFICIAL OWNER AT THE ADDRESS SPECIFIED IN THE FOLLOWING LINES.

Name:
      --------------------------------------------------------------------------

Address:
         -----------------------------------------------------------------------
<PAGE>

                         SPECIAL ISSUANCE INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)

     To be completed ONLY if Series A Notes in a principal amount not tendered
or not accepted for exchange are to be issued in the name of, or Series B Notes
are to be issued in the name of, someone other than the person(s) whose
signature(s) appear(s) within this Letter of Transmittal or issued to an address
different from that shown in the box entitled "Description of Series A Notes"
within this Letter of Transmittal.

Issue: [ ] Series A Notes     [ ] Series B Notes
                             (check as applicable)

Name
     ---------------------------------------------------------------------------
                                    (PLEASE PRINT)

Address
        ------------------------------------------------------------------------
                                     (PLEASE PRINT)

--------------------------------------------------------------------------------
                                                                      (ZIP CODE)

--------------------------------------------------------------------------------
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
                        (SEE SUBSTITUTE FORM W-9 HEREIN)

                         SPECIAL DELIVERY INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)

     To be completed ONLY if Series A Notes in a principal amount not tendered
or not accepted for exchange or Series B Notes are to be sent to someone other
than the person(s) whose signature(s) appear(s) within this Letter of
Transmittal or to an address different from that shown in the box entitled
"Description of Series A Notes" within this Letter of Transmittal.

Issue: [ ] Series A Notes     [ ] Series B Notes
                             (check as applicable)

Name
     ---------------------------------------------------------------------------
                                    (PLEASE PRINT)

Address
        ------------------------------------------------------------------------
                                     (PLEASE PRINT)

--------------------------------------------------------------------------------
                                                                      (ZIP CODE)

--------------------------------------------------------------------------------
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
                        (SEE SUBSTITUTE FORM W-9 HEREIN)
<PAGE>

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

                                PLEASE SIGN HERE

          (TO BE COMPLETED BY ALL TENDERING HOLDERS OF SERIES A NOTES
      REGARDLESS OF WHETHER SERIES A NOTES ARE BEING PHYSICALLY DELIVERED
                                   HEREWITH)

   This Letter of Transmittal must be signed by the registered Holder(s)
   exactly as name(s) appear(s) on certificate(s) for Series A Notes or, if
   tendered by a participant in DTC exactly as such participant's name
   appears on a security position listing as owner of Series A Notes, or by
   the person(s) authorized to become registered Holder(s) by endorsements
   and documents transmitted herewith. If signature is by trustees,
   executors, administrators, guardians, attorneys-in-fact, officers of
   corporations or others acting in a fiduciary or representative capacity,
   please set forth full title and see Instruction 5.

   --------------------------------------------------------------------------
          SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
                       (SEE GUARANTEE REQUIREMENT BELOW)

   Dated:
   --------------------------------------------------------------------------

   Name(s):
   --------------------------------------------------------------------------

   --------------------------------------------------------------------------
                                 (PLEASE PRINT)

   Capacity (Full Title):
   --------------------------------------------------------------------------

   Address:
   --------------------------------------------------------------------------
                              (INCLUDING ZIP CODE)

   Area Code and Telephone No.:
   --------------------------------------------------------------------------

   Tax Identification or Social Security Number:
   ----------------------------------------------------------------------

                   COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9

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

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

                              SIGNATURE GUARANTEE
                   (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)

   --------------------------------------------------------------------------
                             (AUTHORIZED SIGNATURE)

   --------------------------------------------------------------------------
                                 (NAME OF FIRM)

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

                               [PLACE SEAL HERE]
<PAGE>

                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1. Signature Guarantees.  Signatures of this Letter of Transmittal must be
guaranteed by a recognized member of the Medallion Signature Guarantee Program
or by any other "eligible guarantor institution," as such term is defined in
Rule 17Ad-15 promulgated under the Exchange Act (each of the foregoing, an
"Eligible Institution"), unless the Series A Notes tendered hereby are tendered
(i) by a registered Holder of Series A Notes (or by a participant in DTC whose
name appears on a security position listing as the owner of such Series A Notes)
that has not completed either the box entitled "Special Issuance Instructions"
or the box entitled "Special Delivery Instructions" on this Letter of
Transmittal, or (ii) for the account of an Eligible Institution. If the Series A
Notes are registered in the name of a person other than the signer of this
Letter of Transmittal, if Series A Notes not accepted for exchange or not
tendered are to be returned to a person other than the registered Holder or if
Series B Notes are to be issued in the name of or sent to a person other than
the registered Holder, then the signatures on this Letter of Transmittal
accompanying the tendered Series A Notes must be guaranteed by an Eligible
Institution as described above. See Instruction 5.

     2. Delivery of Letter of Transmittal and Series A Notes.  This Letter of
Transmittal is to be completed by Holders if (i) certificates representing
Series A Notes are to be physically delivered to the Exchange Agent herewith by
such Holders; (ii) tender of Series A Notes is to be made by book-entry transfer
to the Exchange Agent's account at DTC pursuant to the procedures set forth
under the caption "The exchange offer -- Procedures for tendering Series A
notes -- Book-entry delivery procedures" in the Prospectus; or (iii) tender of
Series A Notes is to be made according to the guaranteed delivery procedures set
forth under the caption "The exchange offer -- Procedures for tendering Series A
notes -- Guaranteed delivery" in the Prospectus. All physically delivered Series
A Notes, or a confirmation of a book-entry transfer into the Exchange Agent's
account at DTC of all Series A Notes delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof), any required signature guarantees and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at one of its addresses set forth on the cover page hereto on or prior to the
Expiration Date, or the tendering Holder must comply with the guaranteed
delivery procedures set forth below. DELIVERY OF DOCUMENTS TO DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

     If a Holder desires to tender Series A Notes pursuant to the Exchange Offer
and time will not permit this Letter of Transmittal, certificates representing
such Series A Notes and all other required documents to reach the Exchange
Agent, or the procedures for book-entry transfer cannot be completed, on or
prior to the Expiration Date, such Holder must tender such Series A Notes
pursuant to the guaranteed delivery procedures set forth under the caption "The
exchange offer -- Procedures for tendering Series A notes -- Guaranteed
delivery" in the Prospectus. Pursuant to such procedures, (i) such tender must
be made by or through an Eligible Institution; (ii) a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in the form provided
by the Issuer, or an Agent's Message with respect to guaranteed delivery that is
accepted by the Issuer, must be received by the Exchange Agent, either by hand
delivery, mail, telegram, or facsimile transmission, on or prior to the
Expiration Date; and (iii) the certificates for all tendered Series A Notes, in
proper form for transfer (or confirmation of a book- entry transfer or all
Series A Notes delivered electronically into the Exchange Agent's account at DTC
pursuant to the procedures for such transfer set forth in the Prospectus),
together with a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) and any other documents required by this
Letter of Transmittal, or in the case of a book-entry transfer, a properly
transmitted Agent's Message, must be received by the Exchange Agent within two
business days after the date of the execution of the Notice of Guaranteed
Delivery.

     THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE SERIES A NOTES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND ANY
ACCEPTANCE OR AGENT'S MESSAGE DELIVERED THROUGH ATOP, IS AT THE ELECTION AND
RISK OF THE TENDERING HOLDER AND, EXCEPT AS OTHERWISE PROVIDED IN THIS
INSTRUCTION 2, DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE
PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE
MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT
DELIVERY TO THE EXCHANGE AGENT PRIOR TO SUCH DATE.
<PAGE>

     No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal (or a facsimile
thereof), waive any right to receive any notice of the acceptance of their
Series A Notes for exchange.

     3. Inadequate Space.  If the space provided herein is inadequate, the
certificate numbers and/or the principal amount represented by Series A Notes
should be listed on separate signed schedule attached hereto.

     4. Partial Tenders.  (Not applicable to Holders who tender by book-entry
transfer). If Holders wish to tender less than the entire principal amount
evidenced by a Series A Note submitted, such Holders must fill in the principal
amount that is to be tendered in the column entitled "Principal Amount
Tendered." The minimum permitted tender is $1,000 in principal amount of Series
A Notes. All other tenders must be in integral multiples of $1,000 in principal
amount. In the case of a partial tender of Series A Notes, as soon as
practicable after the Expiration Date, new certificates for the remainder of the
Series A Notes that were evidenced by such Holder's old certificates will be
sent to such Holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal. The entire principal amount that is represented by Series
A Notes delivered to the Exchange Agent will be deemed to have been tendered,
unless otherwise indicated.

     5. Signatures on Letter of Transmittal, Instruments of Transfer and
Endorsements.  If this Letter of Transmittal is signed by the registered
Holder(s) of the Series A Notes tendered hereby, the signatures must correspond
with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever. If this Letter of Transmittal
is signed by a participant in DTC whose name is shown as the owner of the Series
A Notes tendered hereby, the signature must correspond with the name shown on
the security position listing as the owner of the Series A Notes.

     If any of the Series A Notes tendered hereby are registered in the name of
two or more Holders, all such Holders must sign this Letter of Transmittal. If
any of the Series A Notes tendered hereby are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.

     If this Letter of Transmittal or any Series A Note or instrument of
transfer is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to the Issuer of such person's
authority to so act must be submitted.

     When this Letter of Transmittal is signed by the registered Holder(s) of
the Series A Notes listed herein and transmitted hereby, no endorsements of
Series A Notes or separate instruments of transfer are required unless Series B
Notes are to be issued, or Series A Notes not tendered or exchanged are to be
issued, to a person other than the registered Holder(s), in which case
signatures on such Series A Notes or instruments of transfer must be guaranteed
by an Eligible Institution.

     IF THIS LETTER OF TRANSMITTAL IS SIGNED OTHER THAN BY THE REGISTERED
HOLDER(S) OF THE SERIES A NOTES LISTED HEREIN, THE SERIES A NOTES MUST BE
ENDORSED OR ACCOMPANIED BY APPROPRIATE INSTRUMENTS OF TRANSFER, IN EITHER CASE
SIGNED EXACTLY AS THE NAME(S) OF THE REGISTERED HOLDER(S) APPEAR ON THE SERIES A
NOTES AND SIGNATURES ON SUCH SERIES A NOTES OR INSTRUMENTS OF TRANSFER ARE
REQUIRED AND MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION, UNLESS THE SIGNATURE
IS THAT OF AN ELIGIBLE INSTITUTION.

     6. Special Issuance and Delivery Instructions.  If certificates for Series
B Notes or unexchanged or untendered Series A Notes are to be issued in the name
of a person other than the signer of this Letter of Transmittal, or if Series B
Notes or such Series A Notes are to be sent to someone other than the signer of
this Letter of Transmittal or to an address other than that shown herein, the
appropriate boxes on this Letter of Transmittal should be completed. All Series
A Notes tendered by book-entry transfer and not accepted for payment will be
returned by crediting the account at DTC designated herein as the account for
which such Series A Notes were delivered.

     7. Transfer Taxes.  Except as set forth in this Instruction 7, the Issuer
will pay or cause to be paid any transfer taxes with respect to the transfer and
sale of Series A Notes to it, or to its order, pursuant to the Exchange Offer.
If Series B Notes, or Series A Notes not tendered or exchanged are to be
registered in the name of any persons other than the registered owners, or if
tendered Series A Notes are registered in the name of any persons other than the
persons signing this Letter of Transmittal, the amount of any transfer taxes
(whether imposed on the registered Holder or such other person) payable on
account of the
<PAGE>

transfer to such other person must be paid to the Issuer or the Exchange Agent
(unless satisfactory evidence of the payment of such taxes or exemption
therefrom is submitted) before the Series B Notes will be issued.

     8. Waiver of Conditions.  The conditions of the Exchange Offer may be
amended or waived by the Issuer, in whole or in part, at any time and from time
to time in the Issuer's discretion, in the case of any Series A Notes tendered.

     9. Substitute Form W-9.  Each tendering owner of a Note (or other payee) is
required to provide the Exchange Agent with a correct taxpayer identification
number ("TIN"), generally the owner's social security or federal employer
identification number, and with certain other information, on Substitute Form
W-9, which is provided hereafter under "Important Tax Information," and to
certify that the owner (or other payee) is not subject to backup withholding.
Failure to provide the information on the Substitute Form W-9 may subject the
tendering owner (or other payee) to a $50 penalty imposed by the Internal
Revenue Service and 31% federal income tax withholding. The box in Part 3 of the
Substitute Form W-9 may be checked if the tendering owner (or other payee) has
not been issued a TIN and has applied for a TIN or intends to apply for a TIN in
the near future. If the box in Part 3 is checked and the Exchange Agent is not
provided with a TIN within 60 days of the date on the Substitute Form W-9, the
Exchange Agent will withhold 31% until a TIN is provided to the Exchange Agent.

     10. Broker-dealers Participating in the Exchange Offer.  If no
broker-dealer checks the last box on page 7 of this Letter of Transmittal, the
Issuer has no obligation under the Registration Rights Agreement to allow the
use of the Prospectus for resales of the Series B Notes by broker-dealers or to
maintain the effectiveness of the Registration Statement of which the Prospectus
is a part after the consummation of the Exchange Offer.

     11. Requests for Assistance or Additional Copies.  Any questions or
requests for assistance or additional copies of the Prospectus, this Letter of
Transmittal or the Notice of Guaranteed Delivery may be directed to the Exchange
Agent at the telephone numbers and location listed above. A Holder or owner may
also contact such Holder's or owner's broker, dealer, commercial bank or trust
company or nominee for assistance concerning the Exchange Offer.

     IMPORTANT:  THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER
WITH CERTIFICATES REPRESENTING THE SERIES A NOTES AND ALL OTHER REQUIRED
DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE
AGENT ON OR PRIOR TO THE EXPIRATION DATE.

                           IMPORTANT TAX INFORMATION

     Under federal income tax law, an owner of Series A Notes whose tendered
Series A Notes are accepted for exchange is required to provide the Exchange
Agent with such owner's current TIN on Substitute Form W-9 below. If such owner
is an individual, the TIN is his or her social security number. If the Exchange
Agent is not provided with the correct TIN, the owner or other recipient of
Series B Notes may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, any interest on Series B Notes paid to such owner or other
recipient may be subject to 31% backup withholding tax.

     Certain owners of Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that owner must submit to the Exchange Agent a properly
completed Internal Revenue Service Forms W-8ECI, W-8BEN, W-8EXP or W-8IMY
(collectively, a "Form W-8"), signed under penalties of perjury, attesting to
that individual's exempt status. A Form W-8 can be obtained from the Exchange
Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions.

     Backup withholding is not an additional tax. Rather, the federal income tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

     To prevent backup withholding the owner is required to notify the Exchange
Agent of the owner's current TIN (or the TIN of any other payee) by completing
the following form, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such owner is awaiting a TIN), and that (i) the
<PAGE>

owner is exempt from withholding, (ii) the owner has not been notified by the
Internal Revenue Service that the owner is subject to backup withholding as a
result of failure to report all interest or dividends or (iii) the Internal
Revenue Service has notified the owner that the owner is no longer subject to
backup withholding.

WHAT NUMBER TO GIVE THE EXCHANGE AGENT

     The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the owner of the Series A
Notes. If the Series A Notes are registered in more than one name or are not
registered in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9," for
additional guidance on which number to report.
<PAGE>

<Table>
<S>                             <C>                                                    <C>                                <C>
-----------------------------------------------------------------------------------------------------------------------------
 SUBSTITUTE                     PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT        Social Security Number(s)
 FORM W-9                       RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
                                                                                       or
                                                                                       Employer Identification Number
                                                                                       ------------------------
-----------------------------------------------------------------------------------------------------------------------------
                                PART 2 -- CERTIFICATION -- Under penalties of
                                perjury, I certify that:
                                (1) The number shown on this form is my correct
                                    taxpayer identification number (or I am waiting
                                    for a number to be issued to me), and
 DEPARTMENT OF THE              (2) I am not subject to backup withholding because:
 TREASURY                           (a) I am exempt from backup withholding, or (b)
 INTERNAL REVENUE SERVICE           I have not been notified by the Internal
                                    Revenue Service ("IRS") that I am subject to
 PAYER'S REQUEST FOR                backup withholding as a result of a failure to
 TAXPAYER IDENTIFICATION            report all interest or dividends, or (c) the
 NO. ("TIN")                        IRS has notified me that I am no longer subject
                                    to backup withholding.
                                CERTIFICATION INSTRUCTIONS -- You must cross out
                                item (2) above if you have been notified by the IRS
                                that you are currently subject to backup
                                withholding because of under-reporting interest or
                                dividends on your tax return.
-----------------------------------------------------------------------------------------------------------------------------
                                Signature ----------------------------------------
                                Date ---------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
                                PART 3 -- AWAITING TIN  [ ]
-----------------------------------------------------------------------------------------------------------------------------
</Table>

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
      IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31%.
      PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
      IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
--------------------------------------------------------------------------------

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

      I certify under penalties of perjury that a taxpayer identification
 number has not been issued to me, and either (1) I have mailed or delivered an
 application to receive a taxpayer identification number to the appropriate
 Internal Revenue Service Center or Social Security Administration Office, or
 (2) I intend to mail or deliver an application in the near future. I
 understand that if I do not provide a taxpayer identification number within 60
 days of the date in this form, 31% of all reportable cash payments made to me
 will be withheld until I provide a taxpayer identification number.

 -----------------------------------------------------------------------------
 -------------------------------- , 1998
           Signature                                   Date
--------------------------------------------------------------------------------
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Louisiana Business Corporation Law (the "LBCL"), Section 83, gives
Louisiana corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against expenses
incurred in the defense of any lawsuit to which they are made parties by reason
of being or having been such directors or officers; subject to specific
conditions and exclusions, gives a director or officer who successfully defends
an action the right to be so indemnified; and authorizes Louisiana corporations
to buy directors' and officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any by-laws, agreement, authorization of shareholders or otherwise.

     Our Articles of Incorporation confirm the authority of the Board of
Directors to (i) adopt by-laws or resolutions providing for indemnification of
directors, officers and other persons to the fullest extent permitted by law,
(ii) enter into contracts with directors and officers providing for
indemnification to the fullest extent permitted by law, and (iii) exercise its
powers to procure directors' and officers' liability insurance. The Articles of
Incorporation also provide that any amendment or repeal of any by-law or
resolution relating to indemnification would not adversely affect any person's
entitlement to indemnification whose claim results from conduct occurring prior
to the date of such amendment or repeal.

     Our by-laws expressly provide the indemnification of directors, officers
and employees to the fullest extent permitted by law against any costs incurred
by any such person in connection with any threatened, pending or completed
claim, action, suit or proceeding against such person or as to which such person
is involved solely as a witness or person required to give evidence, because he
or she is our director, officer or employee.

     We have entered into indemnification contracts with its directors that
provide for the elimination, to the fullest extent permitted by law, of any
director's liability to us or our shareholders for monetary damages for breach
of his or her fiduciary duty as a director and will provide the contracting
director with certain procedural and substantive rights to indemnification. Such
indemnification rights apply to acts or omissions of directors, whether such
acts or omissions occurred before or after the effective date of the contract.

     In addition, we maintain an insurance policy designed to reimburse us for
any payments made by us pursuant to our indemnification obligations. Such policy
has coverage of $20 million.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     (a) Exhibits

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION OF EXHIBIT
-------                           ----------------------
<C>       <S>  <C>
 1.1*          Purchase Agreement dated April 17, 2002 among Petroleum
               Helicopters, Inc., the Subsidiary Guarantors listed on
               Schedule A thereto, UBS Warburg LLC and Deutsche Bank
               Securities Inc.
 4.1*          Indenture dated April 23, 2002 among Petroleum Helicopters,
               Inc., the Subsidiary Guarantors named therein and The Bank
               of New York, as Trustee.
 4.2*          Form of 9 3/8% Senior Note (contained in the Indenture filed
               as Exhibit 4.1).
 4.3*          Registration Rights Agreement dated as of April 23, 2002
               between Petroleum Helicopters, Inc., the Subsidiary
               Guarantors listed on Schedule A thereto, UBS Warburg LLC and
               Deutsche Bank Securities Inc.
 4.4           Loan Agreement dated as of April 23, 2002 by and among
               Petroleum Helicopters, Inc., Acadian Composites, LLC, Air
               Evac Services, Inc., Evangeline Airmotive, Inc., and
               International Helicopter Transport, Inc. and Whitney
               National Bank.
 5.1*          Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to
               the legality of the securities being offered.
12.1*          Calculation of Earnings to Fixed Charges.
23.1*          Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
               (included in its opinion filed as Exhibit 5 hereto).
</Table>

                                       II-1
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION OF EXHIBIT
-------                           ----------------------
<C>       <S>  <C>
23.2*          Consent of Deloitte & Touche LLP.
23.3*          Consent of KPMG LLP.
24.1*          Power of attorney (included on signature pages).
25.1*          Form T-1 Statement of Eligibility under the Trust Indenture
               Act of 1939 of The Bank of New York.
</Table>

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

* Filed herewith.

     (b) Financial Statement Schedules

     No financial statement schedules are included herein. All other schedules
for which provision is made in the applicable accounting regulation of the
Commission are not required under the related instructions, are inapplicable, or
the information is included in the consolidated financial statements, and have
therefore been omitted.

     (c) Reports, Opinions, and Appraisals

     None.

ITEM 22.  UNDERTAKINGS.

     (a) Regulation S-K, Item 512 Undertakings

          (1) The undersigned registrant hereby undertakes:

             (i) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:

                (a) To include any prospectus required by section 10(a)(3) of
           the Securities Act of 1933;

                (b) To reflect in the prospectus any facts or events arising
           after the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the registration statement. Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value of securities offered would not exceed that which
           was registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20% change in the maximum offering price set forth in the
           "Calculation of Registration Fee" table in the effective registration
           statement.

                (c) To include any material information with respect to the plan
           of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

             (ii) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

             (iii) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

          (2) The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) that is incorporated by reference in the
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

          (3) Registration on Form S-4 of Securities Offered for Resale.

                                       II-2
<PAGE>

             (i) The undersigned hereby undertakes as follows: that prior to any
        public reoffering of the securities registered hereunder through the use
        of a prospectus which is a part of this registration statement, by any
        person or party who is deemed to be an underwriter within the meaning of
        Rule 145(c), the issuer undertakes that such reoffering prospectus will
        contain the information called for by the applicable registration form
        with respect to reofferings by persons who may be deemed underwriters,
        in addition to the information called for by the other items of the
        applicable form.

             (ii) The registrant undertakes that every prospectus: (a) that is
        filed pursuant to the paragraph immediately preceding, or (b) that
        purports to meet the requirements of section 10(a)(3) of the Act and is
        used in connection with an offering of securities subject to Rule 415,
        will be filed as a part of an amendment to the registration statement
        and will not be used until such amendment is effective, and that, for
        purposes of determining any liability under the Securities Act of 1933,
        each such post-effective amendment shall be deemed to be a new
        registration statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.

          (4) Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing provisions,
     or otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                (a) The undersigned registrant hereby undertakes to respond to
           requests for information that is incorporated by reference into the
           prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within
           one business day of receipt of such request, and to send the
           incorporated documents by first class mail or other equally prompt
           means. This includes information contained in documents filed
           subsequent to the effective date of the registration statement
           through the date of responding to the request.

                (b) The undersigned hereby undertakes to supply by means of a
           post-effective amendment all information concerning a transaction,
           and the company being acquired involved therein, that was not the
           subject of and included in the registration statement when it became
           effective.

                                       II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of Louisiana, on April 30,
2002.

                                          PETROLEUM HELICOPTERS, INC.

                                          By:     /s/ LANCE F. BOSPFLUG
                                            ------------------------------------
                                                     Lance F. Bospflug
                                               President and Chief Executive
                                                           Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lance F. Bospflug and Michael J. McCann and each
of them, either of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed below by the following
persons in the capacities indicated on April 30, 2002.

<Table>
<Caption>
                 SIGNATURE                                         TITLE
                 ---------                                         -----
<S>                                             <C>



            /s/ AL A. GONSOULIN                            Chairman of the Board
--------------------------------------------
              Al A. Gonsoulin




           /s/ LANCE F. BOSPFLUG                   President, Chief Executive Officer and
--------------------------------------------       Director (Principal Executive Officer)
             Lance F. Bospflug




           /s/ ARTHUR J. BREAULT                                  Director
--------------------------------------------
             Arthur J. Breault




            /s/ THOMAS H. MURPHY                                  Director
--------------------------------------------
              Thomas H. Murphy




           /s/ MICHAEL J. MCCANN                          Chief Financial Officer
--------------------------------------------    (Principal Financial and Accounting Officer)
             Michael J. McCann
</Table>

                                       II-4
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of Louisiana, on April 30,
2002.

                                          INTERNATIONAL HELICOPTER TRANSPORT,
                                          INC.

                                          By:     /s/ MICHAEL J. MCCANN
                                            ------------------------------------
                                                     Michael J. McCann
                                                       Vice President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lance F. Bospflug and Michael J. McCann, and each
of them, either of whom may act without joinder of the other, its true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed below by the following
persons in the capacities indicated on April 30, 2002.

<Table>
<Caption>
                 SIGNATURE                                         TITLE
                 ---------                                         -----
<S>                                             <C>



           /s/ LANCE F. BOSPFLUG                           President and Director
--------------------------------------------           (Principal Executive Officer)
             Lance F. Bospflug




          /s/ RICHARD A. ROVINELLI                                Director
--------------------------------------------
            Richard A. Rovinelli




           /s/ MICHAEL J. MCCANN                        Vice President and Director
--------------------------------------------    (Principal Financial and Accounting Officer)
             Michael J. McCann
</Table>

                                       II-5
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of Louisiana, on April 30,
2002.

                                          PETROLEUM HELICOPTERS INTERNATIONAL,
                                          INC.

                                          By:     /s/ MICHAEL J. MCCANN
                                            ------------------------------------
                                                     Michael J. McCann
                                                       Vice President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lance F. Bospflug and Michael J. McCann, and each
of them, either of whom may act without joinder of the other, its true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed below by the following
persons in the capacities indicated on April 30, 2002.

<Table>
<Caption>
                 SIGNATURE                                         TITLE
                 ---------                                         -----
<S>                                             <C>



           /s/ LANCE F. BOSPFLUG                           President and Director
--------------------------------------------           (Principal Executive Officer)
             Lance F. Bospflug




          /s/ RICHARD A. ROVINELLI                                Director
--------------------------------------------
            Richard A. Rovinelli




           /s/ MICHAEL J. MCCANN                        Vice President and Director
--------------------------------------------    (Principal Financial and Accounting Officer)
             Michael J. McCann
</Table>

                                       II-6
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of Louisiana, on April 30,
2002.

                                          AIR EVAC SERVICES, INC.

                                          By:     /s/ MICHAEL J. MCCANN
                                            ------------------------------------
                                                     Michael J. McCann
                                                       Vice President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lance F. Bospflug and Michael J. McCann, and each
of them, either of whom may act without joinder of the other, its true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed below by the following
persons in the capacities indicated on April 30, 2002.

<Table>
<Caption>
                 SIGNATURE                                         TITLE
                 ---------                                         -----
<S>                                             <C>



           /s/ LANCE F. BOSPFLUG                           President and Director
--------------------------------------------           (Principal Executive Officer)
             Lance F. Bospflug




          /s/ RICHARD A. ROVINELLI                                Director
--------------------------------------------
            Richard A. Rovinelli




           /s/ MICHAEL J. MCCANN                        Vice President and Director
--------------------------------------------    (Principal Financial and Accounting Officer)
             Michael J. McCann
</Table>

                                       II-7
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of Louisiana, on April 30,
2002.

                                          ACADIAN COMPOSITES, L.L.C.

                                          By:     /s/ MICHAEL J. MCCANN
                                            ------------------------------------
                                                     Michael J. McCann
                                            Chief Financial Officer of Petroleum
                                              Helicopters, Inc., the Managing
                                                            Member

                                       II-8
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of Louisiana, on April 30,
2002.

                                          PHI AEROMEDICAL SERVICES, INC.

                                          By:     /s/ MICHAEL J. MCCANN
                                            ------------------------------------
                                                     Michael J. McCann
                                                       Vice President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each entity which signature appears
below constitutes and appoints Lance F. Bospflug and Michael J. McCann, and each
of them, either of whom may act without joinder of the other, its true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed below by the following
persons in the capacities indicated on April 30, 2002.

<Table>
<Caption>
                 SIGNATURE                                         TITLE
                 ---------                                         -----
<S>                                             <C>



           /s/ LANCE F. BOSPFLUG                           President and Director
--------------------------------------------           (Principal Executive Officer)
             Lance F. Bospflug




          /s/ RICHARD A. ROVINELLI                                Director
--------------------------------------------
            Richard A. Rovinelli




           /s/ MICHAEL J. MCCANN                        Vice President and Director
--------------------------------------------    (Principal Financial and Accounting Officer)
             Michael J. McCann
</Table>

                                       II-9
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of Louisiana, on April 30,
2002.

                                          EVANGELINE AIRMOTIVE, INC.

                                          By:     /s/ MICHAEL J. MCCANN
                                            ------------------------------------
                                                     Michael J. McCann
                                                       Vice President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lance F. Bospflug and Michael J. McCann, and each
of them, either of whom may act without joinder of the other, its true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed below by the following
persons in the capacities indicated on April 30, 2002.

<Table>
<Caption>
                 SIGNATURE                                         TITLE
                 ---------                                         -----
<S>                                             <C>



           /s/ LANCE F. BOSPFLUG                           President and Director
--------------------------------------------           (Principal Executive Officer)
             Lance F. Bospflug




          /s/ RICHARD A. ROVINELLI                                Director
--------------------------------------------
            Richard A. Rovinelli




           /s/ GLENDON R. CORNETT                                 Director
--------------------------------------------
             Glendon R. Cornett




           /s/ MICHAEL J. MCCANN                               Vice President
--------------------------------------------    (Principal Financial and Accounting Officer)
             Michael J. McCann
</Table>

                                      II-10
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of Louisiana, on April 30,
2002.

                                          HELICOPTER LEASING, L.L.C.

                                          By:     /s/ MICHAEL J. MCCANN
                                            ------------------------------------
                                                     Michael J. McCann
                                            Chief Financial Officer of Petroleum
                                              Helicopters, Inc., the Managing
                                                            Member

                                      II-11
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of Louisiana, on April 30,
2002.

                                          HELICOPTER MANAGEMENT, L.L.C.

                                          By:     /s/ MICHAEL J. MCCANN
                                            ------------------------------------
                                                     Michael J. McCann
                                            Chief Financial Officer of Petroleum
                                              Helicopters, Inc., the Managing
                                                            Member

                                      II-12
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION OF EXHIBIT
-------                           ----------------------
<C>       <S>  <C>
 1.1*          Purchase Agreement dated April 17, 2002 among Petroleum
               Helicopters, Inc., the Subsidiary Guarantors listed on
               Schedule A thereto, UBS Warburg LLC and Deutsche Bank
               Securities Inc.
 4.1*          Indenture dated April 23, 2002 among Petroleum Helicopters,
               Inc., the Subsidiary Guarantors named therein and The Bank
               of New York, as Trustee.
 4.2*          Form of 9 3/8% Senior Note (contained in the Indenture filed
               as Exhibit 4.1).
 4.3*          Registration Rights Agreement dated as of April 23, 2002
               between Petroleum Helicopters, Inc., the Subsidiary
               Guarantors listed on Schedule A thereto, UBS Warburg LLC and
               Deutsche Bank Securities Inc.
 4.4           Loan Agreement dated as of April 23, 2002 by and among
               Petroleum Helicopters, Inc., Acadian Composites, LLC, Air
               Evac Services, Inc., Evangeline Airmotive, Inc., and
               International Helicopter Transport, Inc. and Whitney
               National Bank.
 5.1*          Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to
               the legality of the securities being offered.
12.1*          Calculation of Earnings to Fixed Charges.
23.1*          Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
               (included in its opinion filed as Exhibit 5 hereto).
23.2*          Consent of Deloitte & Touche LLP.
23.3*          Consent of KPMG LLP.
24.1*          Power of attorney (included on signature pages).
25.1*          Form T-1 Statement of Eligibility under the Trust Indenture
               Act of 1939 of The Bank of New York.
</Table>

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

* Filed herewith.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>h96309ex1-1.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT 1.1



                           PETROLEUM HELICOPTERS, INC.

                    $200,000,000 9 3/8% Senior Notes due 2009


                               PURCHASE AGREEMENT


                                                                  April 17, 2002
                                                              New York, New York


UBS Warburg LLC
Deutsche Bank Securities Inc.

   c/o UBS Warburg LLC
   299 Park Avenue
   New York, New York 10171


Ladies and Gentlemen:

                  Petroleum Helicopters, Inc., a Louisiana corporation (the
"COMPANY"), and each of the Guarantors (as defined herein), agree with you as
follows:

                  1. Issuance of Notes. The Company proposes to issue and sell
to UBS Warburg LLC and Deutsche Bank Securities Inc. (the "INITIAL PURCHASERS")
$200,000,000 aggregate principal amount of 9 3/8% Senior Notes due 2009 (the
"ORIGINAL NOTES"). The Original Notes will be issued pursuant to an indenture
(the "INDENTURE"), to be dated the Closing Date (as defined herein), by and
among the Company, the Guarantors and The Bank of New York, as trustee (the
"TRUSTEE"). The Company's obligations under the Original Notes and the Indenture
will be unconditionally guaranteed (the "GUARANTEES") on an unsecured senior
basis by the Guarantors listed on Schedule I hereto (collectively, the
"GUARANTORS" and, collectively with the Company, the "ISSUERS"). All references
herein to the Original Notes include the related Guarantees, unless the context
otherwise requires. Capitalized terms used but not otherwise defined herein
shall have the meanings given to such terms in the Indenture or the Offering
Memorandum (as defined herein).

                  The Original Notes will be offered and sold to the Initial
Purchasers pursuant to an exemption from the registration requirements under the
Securities Act of 1933, as amended (the "ACT"). The Issuers have prepared a
preliminary offering memorandum, dated April 4, 2002 (the "PRELIMINARY OFFERING
MEMORANDUM"), and a final offering memorandum dated the date hereof (the
"OFFERING MEMORANDUM") relating to the Company, the


<PAGE>
                                      -2-


Guarantors and the Original Notes. Any reference herein to the Preliminary
Offering Memorandum or the Offering Memorandum shall be deemed to refer to and
include the documents incorporated by reference therein (and any documents filed
after such date under the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), that are deemed to be incorporated therein).

                  The Initial Purchasers have advised the Company that the
Initial Purchasers intend, as soon as they deem practicable after this Purchase
Agreement (this "AGREEMENT") has been executed and delivered, to resell (the
"EXEMPT RESALES") the Original Notes purchased by the Initial Purchasers under
this Agreement in private sales exempt from registration under the Act on the
terms set forth in the Offering Memorandum, as amended or supplemented, solely
to (i) persons whom the Initial Purchasers reasonably believe to be "qualified
institutional buyers," as defined in Rule 144A under the Act ("QIBS"), and (ii)
other eligible purchasers pursuant to offers and sales that occur outside the
United States within the meaning of Regulation S under the Act; the persons
specified in clauses (i) and (ii) are sometimes collectively referred to herein
as the "ELIGIBLE PURCHASERS."

                  Upon issuance of the Original Notes and until such time as the
same is no longer required under the applicable requirements of the Act, the
Original Notes shall bear the legend relating thereto set forth under "Notice to
Investors" in the Offering Memorandum.

                  Holders (including subsequent transferees) of the Original
Notes will have the registration rights set forth in the registration rights
agreement (the "REGISTRATION RIGHTS AGREEMENT") to be dated the Closing Date,
substantially in the form attached hereto as Exhibit A. Pursuant to the
Registration Rights Agreement, the Issuers will agree to, under the provisions
set forth therein, (i) file with the Securities and Exchange Commission (the
"COMMISSION") under the circumstances set forth in the Registration Rights
Agreement, (a) a registration statement under the Act (the "EXCHANGE OFFER
REGISTRATION STATEMENT") relating to a new issue of debt securities
(collectively with the Private Exchange Notes (as defined in the Registration
Rights Agreement) the "EXCHANGE NOTES" and, together with the Original Notes,
the "NOTES," which term includes the guarantees related thereto) to be offered
in exchange for the Original Notes (the "EXCHANGE OFFER") and issued under the
Indenture or an indenture substantially identical to the Indenture and/or (b)
under certain circumstances set forth in the Registration Rights Agreement, a
shelf registration statement pursuant to Rule 415 under the Act (the "SHELF
REGISTRATION STATEMENT" and, together with the Exchange Offer Registration
Statement, the "REGISTRATION STATEMENTS") relating to the resale by certain
holders of the Original Notes, and (ii) use their reasonable best efforts to
cause such Registration Statements to be declared effective. This Agreement, the
Notes, the Guarantees, the Indenture and the Registration Rights Agreement are
hereinafter sometimes referred to collectively as the "NOTE DOCUMENTS."


<PAGE>
                                      -3-


                  The Company will pay off and terminate its existing bank
credit facilities and enter into a new senior revolving credit agreement (the
"NEW CREDIT AGREEMENT") with Whitney National Bank, whereby the Company will
have available a $50.0 million revolving credit facility, subject to a borrowing
base as set forth in the New Credit Agreement.

                  The Note Documents and the New Credit Agreement are
collectively referred to herein as the "TRANSACTION DOCUMENTS."

                  2. Agreements to Sell and Purchase. On the basis of the
representations, warranties and covenants of the Initial Purchasers contained in
this Agreement, the Company agrees to issue and sell to the Initial Purchasers,
and on the basis of the representations, warranties and covenants of the Issuers
contained in this Agreement, and subject to the terms and conditions contained
in this Agreement, the Initial Purchasers, severally and not jointly, agree to
purchase from the Company, the principal amount of the Original Notes set forth
opposite their respective names in Schedule III hereto. The purchase price for
the Original Notes shall be 97.75% of their principal amount.

                  3. Delivery and Payment. Delivery of, and payment of the
purchase price for, the Original Notes shall be made at 10:00 a.m., central
time, on April 23, 2002 (such date and time, the "CLOSING DATE") at the offices
of Gardere Wynne Sewell LLP at 1000 Louisiana, Suite 3400, Houston, Texas 77002.
The Closing Date and the location of delivery of and the form of payment for the
Original Notes may be varied by mutual agreement between the Initial Purchasers
and the Company.

                  One or more of the Original Notes in global form registered in
such names as the Initial Purchasers may request upon at least one business
day's notice prior to the Closing Date and having an aggregate principal amount
corresponding to the aggregate principal amount of the Original Notes shall be
delivered by the Company to the Initial Purchasers (or as the Initial Purchasers
direct), against payment by the Initial Purchasers of the purchase price
therefor by means of transfer of immediately available funds to such account or
accounts specified by the Company in accordance with its obligations under
Sections 4(g) and 8(n) hereof on or prior to the Closing Date, or by such means
as the parties hereto shall agree prior to the Closing Date.

                  4. Agreements of the Issuers. The Issuers, jointly and
severally, covenant and agree with the Initial Purchasers as follows:

                  (a) To furnish the Initial Purchasers and those persons
         identified by the Initial Purchasers, without charge, with as many
         copies of the Preliminary Offering Memorandum and the Offering
         Memorandum, and any amendments or supplements thereto, as the Initial
         Purchasers may reasonably request. The Issuers consent to the use of
         the Preliminary Offering Memorandum and the Offering Memorandum, and
         any



<PAGE>
                                      -4-


         amendments and supplements thereto required pursuant to this Agreement,
         by the Initial Purchasers in connection with Exempt Resales.

                  (b) Not to amend or supplement the Offering Memorandum prior
         to the Closing Date unless the Initial Purchasers shall previously have
         been advised of such proposed amendment or supplement at least two
         business days prior to the proposed use, and shall not have objected to
         such amendment or supplement.

                  (c) If, prior to the time that the Initial Purchasers have
         completed their distribution of the Original Notes, any event shall
         occur that, in the reasonable judgment of the Issuers or in the
         reasonable judgment of the Initial Purchasers, makes any statement of a
         material fact in the Offering Memorandum, as then amended or
         supplemented, untrue or that requires the making of any additions to or
         changes in the Offering Memorandum in order to make the statements in
         the Offering Memorandum, as then amended or supplemented, in the light
         of the circumstances under which they are made, not misleading, or if
         it is necessary to amend or supplement the Offering Memorandum to
         comply with all applicable laws, the Issuers shall promptly notify the
         Initial Purchasers of such event, or the Initial Purchasers shall
         promptly notify the Issuers, as the case may be, and (subject to
         Section 4(b)) prepare an appropriate amendment or supplement to the
         Offering Memorandum so that (i) the statements in the Offering
         Memorandum, as amended or supplemented, will, in the light of the
         circumstances at the time that the Offering Memorandum is delivered to
         prospective Eligible Purchasers, not be misleading and (ii) the
         Offering Memorandum will comply with applicable law.

                  (d) To cooperate with the Initial Purchasers and counsel to
         the Initial Purchasers in connection with the qualification or
         registration of the Original Notes under the securities laws of such
         jurisdictions as the Initial Purchasers may request and to continue
         such qualification in effect so long as required for the Exempt
         Resales. Notwithstanding the foregoing, no Issuer shall be required to
         qualify as a foreign corporation in any jurisdiction in which it is not
         so qualified or to file a general consent to service of process in any
         such jurisdiction or subject itself to taxation in excess of a nominal
         dollar amount in any such jurisdiction where it is not then so subject.

                  (e) To advise the Initial Purchasers promptly and, if
         requested by the Initial Purchasers, to confirm such advice in writing,
         of the issuance by any securities commission of any stop order
         suspending the qualification or exemption from qualification of any of
         the Original Notes for offering or sale in any jurisdiction, or the
         initiation of any proceeding for such purpose by any securities
         commission or other regulatory authority. The Issuers shall use their
         reasonable best efforts to prevent the issuance of any stop order or
         order suspending the qualification or exemption of any of the Original
         Notes under any securities laws, and if at any time any securities
         commission or



<PAGE>
                                      -5-


         other regulatory authority shall issue an order suspending the
         qualification or exemption of any of the Original Notes under any
         securities laws, the Issuers shall use their reasonable best efforts to
         obtain the withdrawal or lifting of such order at the earliest possible
         time.

                  (f) Whether or not the transactions contemplated by this
         Agreement are consummated or this Agreement becomes effective or is
         terminated other than by reason of a default by the Initial Purchasers,
         to pay all costs, expenses, fees and disbursements and all stamp,
         documentary or similar taxes incident to and in connection with: (i)
         the preparation, printing and distribution of the Preliminary Offering
         Memorandum and the Offering Memorandum (including, without limitation,
         financial statements) and all amendments and supplements thereto, (ii)
         all expenses of the Issuers and the Initial Purchasers in connection
         with any meetings with prospective investors in the Original Notes
         except for all airline, hotel and ground transportation costs of the
         Initial Purchasers, (iii) the preparation, notarization (if necessary)
         and delivery of the Note Documents and all other agreements, memoranda,
         correspondence and documents prepared and delivered in connection with
         this Agreement and with the Exempt Resales, (iv) the issuance, transfer
         and delivery by the Company and the Guarantors of the Original Notes to
         the Initial Purchasers, (v) the qualification or registration of the
         Notes for offer and sale under the securities laws of the several
         states of the United States or provinces of Canada (including, without
         limitation, the cost of printing and mailing preliminary and final
         "Blue Sky" or legal investment memoranda and fees and disbursements of
         counsel (including local counsel) to the Initial Purchasers relating
         thereto), (vi) the furnishing of such copies of the Preliminary
         Offering Memorandum and the Offering Memorandum, and all amendments and
         supplements thereto, as may be reasonably requested for use in
         connection with Exempt Resales, (vii) the preparation of certificates
         for the Notes, (viii) the application for quotation of the Notes in The
         Portal Market ("PORTAL") of the National Association of Securities
         Dealers, Inc. ("NASD"), including, but not limited to, all listing fees
         and expenses, (ix) the approval of the Notes by The Depository Trust
         Company ("DTC") for "book-entry" transfer, (x) the rating of the Notes
         by rating agencies, (xi) the fees and expenses of the Trustee and its
         counsel and (xii) the performance by the Issuers of their other
         obligations under the Note Documents; provided, however, except as set
         forth above in subparagraph (v) the Initial Purchasers shall be
         responsible for all legal fees and expenses of their legal counsel.

                  (g) To use the proceeds from the sale of the Original Notes in
         a manner consistent with the caption "Use of Proceeds" as described in
         the Offering Memorandum.


<PAGE>
                                      -6-


                  (h) To do and perform all things required to be done and
         performed under this Agreement by them prior to or after the Closing
         Date and to satisfy all conditions precedent on their part to the
         delivery of the Original Notes.

                  (i) Not to permit any Issuer, and not to permit any of their
         subsidiaries to, sell, offer for sale or solicit offers to buy any
         security (as defined in the Act) that would be integrated with the sale
         of the Original Notes in a manner that would require the registration
         under the Act of the sale of the Original Notes to the Initial
         Purchasers or any Eligible Purchasers.

                  (j) Not to permit any Issuer to, and to use their reasonable
         best efforts to cause their affiliates (as defined in Rule 144 under
         the Act) not to, resell any of the Original Notes that have been
         reacquired by any of them.

                  (k) Not to permit any Issuer to engage, not to allow any of
         their subsidiaries to engage, and to use their reasonable best efforts
         to cause their other affiliates and any person acting on their behalf
         (other than, in any case, the Initial Purchasers and any of their
         affiliates, as to whom the Issuers make no covenant) not to engage, in
         any form of general solicitation or general advertising (within the
         meaning of Regulation D under the Act) in connection with any offer or
         sale of the Original Notes in the United States prior to the
         effectiveness of a registration statement with respect to the Notes.

                  (l) Not to engage, not to allow any of their subsidiaries to
         engage, and to use their reasonable best efforts to cause their other
         affiliates and any person acting on their behalf (other than, in any
         case, the Initial Purchasers and any of their affiliates, as to whom
         the Issuers make no covenant) not to engage, in any directed selling
         effort with respect to the Original Notes, and to comply with the
         offering restrictions requirement of Regulation S under the Act. Terms
         used in this paragraph have the meanings given to them by Regulation S.

                  (m) From and after the Closing Date, for so long as any of the
         Notes remain outstanding and are "restricted securities" within the
         meaning of Rule 144(a)(3) under the Act and during any period in which
         the Company is not subject to Section 13 or 15(d) of the Exchange Act,
         to make available upon request the information required by Rule
         144A(d)(4) under the Act to (i) any holder or beneficial owner of Notes
         in connection with any sale of such Notes and (ii) any prospective
         purchaser of such Notes from any such holder or beneficial owner
         designated by the holder or beneficial owner. The Issuers will pay the
         expenses of printing and distributing such documents.

                  (n) To comply with all of their agreements set forth in the
         Registration Rights Agreement.


<PAGE>
                                      -7-

                  (o) To comply with all of their obligations set forth in the
         representations letter of the Issuers to DTC relating to the approval
         of the Notes by DTC for "book-entry" transfer and to use their
         reasonable best efforts to obtain approval of the Notes by DTC for
         "book-entry" transfer.

                  (p) To use their reasonable best efforts to effect the
         inclusion of the Original Notes in Portal.

                  (q) Prior to the Closing Date, to furnish without charge to
         the Initial Purchasers, (i) as soon as they have been prepared, a copy
         of any regularly prepared internal financial statements of the Company
         and its subsidiaries for any period subsequent to the period covered by
         the financial statements appearing in the Offering Memorandum, (ii) all
         other reports and other communications (financial or otherwise) that
         any of the Issuers mail or otherwise make available to their security
         holders and (iii) such other information as the Initial Purchasers
         shall reasonably request.

                  (r) Not to distribute prior to the Closing Date any offering
         material in connection with the offer and sale of the Original Notes
         other than the Preliminary Offering Memorandum and the Offering
         Memorandum.

                  (s) During the period of two years after the Closing Date or,
         if earlier, until such time as the Original Notes are no longer
         restricted securities (as defined in Rule 144 under the Act), not to be
         or become an investment company required to be registered, but not
         registered, under the Investment Company Act of 1940.

                  (t) In connection with the offering, until the Initial
         Purchasers shall have notified the Company of the completion of the
         resale of the Notes, not to, and not to permit any of their affiliates
         (as such term is defined in Rule 501(b) of Regulation D under the Act)
         to, either alone or with one or more other persons, bid for or purchase
         for any account in which they or any of their affiliates have a
         beneficial interest in any of the Notes; and none of the Issuers nor
         any of their affiliates will make bids or purchases for the purpose of
         creating actual, or apparent, active trading in, or of raising the
         price of, the Notes.

                  (u) The Company agrees that prior to any registration of the
         Notes pursuant to the Registration Rights Agreement, or at such earlier
         time as may be so required, the Indenture shall be qualified under the
         Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"),
         and that it will cause to be entered into any necessary supplemental
         indentures in connection therewith.

                  5. Representations and Warranties. (a) The Issuers, jointly
and severally, represent and warrant to the Initial Purchasers that:


<PAGE>
                                      -8-

            (i) Each of the Preliminary Offering Memorandum and the Offering
      Memorandum has been prepared in connection with the Exempt Resales. None
      of the Preliminary Offering Memorandum, the Offering Memorandum or any
      supplement or amendment thereto contains any untrue statement of a
      material fact or omits to state any material fact necessary in order to
      make the statements therein, in the light of the circumstances under which
      they were made, not misleading; provided, however, that the Issuers make
      no representation or warranty with respect to information relating to the
      Initial Purchasers contained in or omitted from the Preliminary Offering
      Memorandum or the Offering Memorandum or any supplement or amendment
      thereto, in reliance upon and in conformity with information furnished to
      the Company in writing by or on behalf of the Initial Purchasers expressly
      for inclusion in the Preliminary Offering Memorandum or the Offering
      Memorandum or any supplement or amendment thereto. No order preventing the
      use of the Preliminary Offering Memorandum or the Offering Memorandum, or
      any order asserting that any of the transactions contemplated by this
      Agreement are subject to the registration requirements of the Act, has
      been issued or, to the knowledge of any Issuer, has been threatened.

            (ii) The documents incorporated by reference in the Offering
      Memorandum heretofore filed with the Commission were filed in a timely
      manner and, when they were filed (or, if any amendment with respect to any
      such document was filed, when such amendment was filed), conformed in all
      material respects to the requirements of the Exchange Act and the rules
      and regulations thereunder, and any further incorporated documents so
      filed will, when they are filed, conform in all material respects with the
      requirements of the Exchange Act and the rules and regulations thereunder;
      no such document when it was filed (or, if an amendment with respect to
      any such document was filed, when such amendment was filed) contained an
      untrue statement of a material fact or omitted to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading; and no such further incorporated document, when it is
      filed, will contain an untrue statement of a material fact or will omit to
      state a material fact required to be stated therein or necessary in order
      to make the statements therein not misleading.

            (iii) There are no securities of the Issuers that are listed on a
      national securities exchange registered under Section 6 of the Exchange
      Act or that are quoted in a United States automated interdealer quotation
      system of the same class as the Notes within the meaning of Rule 144A
      under the Act.

            (iv) Attached hereto as Schedule II is a true and complete list of
      each subsidiary of the Company, its jurisdiction of incorporation or
      formation, type of entity and percentage equity ownership by the Company
      (collectively, the "SUBSIDIARIES"). The entities listed on Schedule II
      hereto are the only Subsidiaries, direct or indirect, of the Company. All
      of the issued and outstanding shares of capital stock or other equity
      interests of each of


<PAGE>
                                      -9-


      the Subsidiaries have been duly and validly authorized and issued, are
      fully paid and nonassessable, were not issued in violation of any
      preemptive or similar rights and, except as set forth in the Offering
      Memorandum, are owned by the Company free and clear of all Liens (as
      defined in the Indenture) other than Permitted Liens (as defined in the
      Indenture). Except as set forth in the Offering Memorandum, there are no
      outstanding options, warrants or other rights to acquire or purchase, or
      instruments convertible into or exchangeable for, any shares of capital
      stock of any of the Subsidiaries. No holder of any securities of the
      Company or any of the Subsidiaries is entitled to have such securities
      (other than the Notes) registered under any registration statement
      contemplated by the Registration Rights Agreement.

            (v) Each of the Company and the Subsidiaries (a) is a corporation,
      partnership or other entity duly organized and validly existing under the
      laws of the jurisdiction of its incorporation or organization, as the case
      may be; (b) has all requisite corporate, partnership or limited liability
      company or other power and authority, as the case may be, and has all
      governmental licenses, authorizations, consents and approvals, necessary
      to own its property and carry on its business as now being conducted,
      except if the failure to obtain any such license, authorization, consent
      and approval could not reasonably be expected to have a Material Adverse
      Effect; and (c) is qualified to do business and is in good standing in all
      jurisdictions in which the nature of the business conducted by it makes
      such qualification necessary and where failure to be so qualified and in
      good standing individually or in the aggregate could reasonably be
      expected to have a Material Adverse Effect. A "MATERIAL ADVERSE EFFECT"
      means any material adverse effect on the business, condition (financial or
      other), results of operations, performance or prospects of the Company and
      the Subsidiaries, taken as a whole.

            (vi) Each of the Issuers has all requisite corporate or limited
      liability company power and authority, as the case may be, to execute,
      deliver and perform all of its obligations under the Transaction Documents
      to which it is a party and to consummate the transactions contemplated by
      the Transaction Documents to be consummated on its part and, without
      limitation, the Company has all requisite corporate or limited liability
      company power and authority, as the case may be, to issue, sell and
      deliver the Notes and each Guarantor has all requisite corporate power and
      authority to execute, deliver and perform all its obligations under its
      Guarantee. Each of the Issuers has duly authorized the execution, delivery
      and performance of each of the Transaction Documents to which it is a
      party. Each of the Transaction Documents conforms, or when executed and
      delivered will conform, in all material respects to the descriptions
      thereof in the Offering Memorandum.

            (vii) This Agreement has been duly and validly executed and
      delivered by each Issuer.


<PAGE>
                                      -10-


            (viii) The Indenture has been duly and validly authorized by each
      Issuer and, when duly executed and delivered by each Issuer (assuming the
      due authorization, execution and delivery thereof by the Trustee), will be
      a legal, valid and binding obligation of each of the Issuers, enforceable
      against each of them in accordance with its terms, except as the
      enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, fraudulent conveyance, moratorium or other similar laws
      affecting the enforcement of creditors' rights generally and by general
      principles of equity and the discretion of the court before which any
      proceeding therefor may be brought. The Indenture, when executed and
      delivered, will conform in all material respects to the description
      thereof in the Offering Memorandum.

            (ix) The Original Notes have been duly and validly authorized for
      issuance and sale to the Initial Purchasers by the Company and, when
      issued, authenticated and delivered by the Company against payment by the
      Initial Purchasers in accordance with the terms of this Agreement and the
      Indenture (assuming the due authorization, execution and delivery thereof
      by the Trustee), the Original Notes will be legal, valid and binding
      obligations of the Company, entitled to the benefits of the Indenture and
      enforceable against the Company in accordance with their terms, except as
      the enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, fraudulent conveyance, moratorium or other similar laws
      affecting the enforcement of creditors' rights generally and by general
      principles of equity and the discretion of the court before which any
      proceeding therefor may be brought. The Original Notes, when issued,
      authenticated and delivered, will conform in all material respects to the
      description thereof in the Offering Memorandum.

            (x) The Exchange Notes have been, or upon the Closing Date will be,
      duly and validly authorized for issuance by the Company and, when issued,
      authenticated and delivered by the Company in accordance with the terms of
      the Registration Rights Agreement, the Exchange Offer and the Indenture
      (assuming the due authorization, execution and delivery thereof by the
      Trustee), the Exchange Notes will be legal, valid and binding obligations
      of the Company, entitled to the benefits of the Indenture and enforceable
      against the Company in accordance with their terms, except as the
      enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, fraudulent conveyance, moratorium or other similar laws
      affecting the enforcement of creditors' rights generally and by general
      principles of equity and the discretion of the court before which any
      proceeding therefor may be brought. The Exchange Notes, when issued,
      authenticated and delivered, will conform in all material respects to the
      description thereof in the Preliminary Memorandum and the Offering
      Memorandum.

            (xi) The Guarantees have been duly and validly authorized by the
      Guarantors and, when the Original Notes are issued, authenticated and
      delivered by the Company against payment by the Initial Purchasers in
      accordance with the terms of this Agreement


<PAGE>
                                      -11-


      and the Indenture (assuming the due authorization, execution and delivery
      thereof by the Trustee), will be legal, valid and binding obligations of
      the Guarantors, enforceable against each of them in accordance with their
      terms, except as the enforcement thereof may be limited by bankruptcy,
      insolvency, reorganization, fraudulent conveyance, moratorium or other
      similar laws affecting the enforcement of creditors' rights generally and
      by general principles of equity and the discretion of the court before
      which any proceeding therefor may be brought. The Guarantees, when
      executed and delivered, will conform in all material respects to the
      description thereof in the Offering Memorandum.

            (xii) The guarantees to be endorsed on the Exchange Notes have been
      duly and validly authorized by the Guarantors and, when the Exchange Notes
      are issued, authenticated and delivered in accordance with the terms of
      the Registration Rights Agreement, the Exchange Offer and the Indenture
      (assuming the due authorization, execution and delivery thereof by the
      Trustee), will be legal, valid and binding obligations of the Guarantors,
      enforceable against each of them in accordance with their terms, except as
      the enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, fraudulent conveyance, moratorium or other similar laws
      affecting the enforcement of creditors' rights generally and by general
      principles of equity and the discretion of the court before which any
      proceeding therefor may be brought.

            (xiii) The Registration Rights Agreement has been duly and validly
      authorized by each of the Issuers and, when duly executed and delivered by
      each of the Issuers (assuming the due authorization, execution and
      delivery thereof by the Initial Purchasers), will constitute a legal,
      valid and binding obligation of each of the Issuers, enforceable against
      them in accordance with its terms, except (A) as the enforcement thereof
      may be subject to bankruptcy, insolvency, reorganization, moratorium or
      other similar laws now or hereafter in effect relating to the enforcement
      of creditors' rights generally and general principles of equity and the
      discretion of the court before which any proceeding therefor may be
      brought and (B) that any rights to indemnity or contribution thereunder
      may be limited by federal and state securities laws and public policy
      considerations. The Registration Rights Agreement will conform in all
      material respects to the description thereof in the Offering Memorandum.

            (xiv) The New Credit Agreement has been duly and validly authorized
      by the Company and the Guarantors and, when executed and delivered by the
      Company and the Guarantors (assuming the due authorization, execution and
      delivery by the other parties thereto), will be legal, valid and binding
      obligations of the Company and the Guarantors, enforceable against each of
      them in accordance with its terms, except (A) the enforcement thereof may
      be subject to bankruptcy, insolvency, reorganization, moratorium or other
      similar laws now or hereafter in effect relating to creditors' rights
      generally, and general principles of equity and the discretion of the
      court before which any proceeding therefor


<PAGE>
                                      -12-


      may be brought and (B) that any rights to indemnity or contribution
      thereunder may be limited by federal and state securities laws and public
      policy considerations. The New Credit Agreement, when executed and
      delivered, will conform in all material respects to the description
      thereof in the Offering Memorandum.

            (xv) All taxes, fees and other governmental charges that are due and
      payable on or prior to the Closing Date in connection with the execution,
      delivery and performance of the Note Documents and the execution, delivery
      and sale of the Original Notes shall have been paid by or on behalf of the
      Company at or prior to the Closing Date.

            (xvi) None of the Company or any of the Subsidiaries is (A) in
      violation of its charter, bylaws or other constitutive documents, (B) in
      default (or, with notice or lapse of time or both, would be in default) in
      the performance or observance of any obligation, agreement, covenant or
      condition contained in any bond, debenture, note, indenture, mortgage,
      deed of trust, loan or credit agreement, lease, license, franchise
      agreement, authorization, permit, certificate or other agreement or
      instrument to which any of them is a party or by which any of them is
      bound or to which any of their assets or properties is subject
      (collectively, "AGREEMENTS AND INSTRUMENTS"), or (C) in violation of any
      law, statute, rule, regulation, judgment, order or decree of any domestic
      or foreign court with jurisdiction over any of them or any of their assets
      or properties or other governmental or regulatory authority, agency or
      other body, which, in the case of clauses (B) and (C) herein, individually
      or in the aggregate, could reasonably be expected to have a Material
      Adverse Effect. There exists no condition that, with notice, the passage
      of time or otherwise, would constitute a default by the Company or any of
      its Subsidiaries under any such document or instrument or result in the
      imposition of any penalty or the acceleration of any indebtedness, other
      than penalties, defaults or conditions that, individually or in the
      aggregate, could not reasonably be expected to have a Material Adverse
      Effect.

            (xvii) The execution, delivery and performance by each of the
      Issuers of the Transaction Documents to which it is a party, including the
      consummation of the offer and sale of the Original Notes and the offer and
      exchange of the Exchange Notes, does not and will not violate, conflict
      with or constitute a breach of any of the terms or provisions of or a
      default under (or an event that with notice or the lapse of time, or both,
      would constitute a default), or require consent under, or result in the
      creation or imposition of a Lien, on any property or assets of the Company
      or any Subsidiaries (other than as contemplated by to the New Credit
      Agreement) pursuant to, (i) the charter, bylaws or other constitutive
      documents of any of the Company or any of its Subsidiaries, (ii) any
      judgment, order or decree of any domestic or foreign court or governmental
      agency or authority having jurisdiction over the Company or any of its
      Subsidiaries or their respective assets or properties except such
      judgments, orders or decrees that would have a Material Adverse Effect,
      (iii) assuming the consummation of the New Credit Agreement, any of the
      Agreements and Instruments


<PAGE>
                                      -13-


      or (iv) any law, statute, rule or regulation applicable to the Company or
      any of its Subsidiaries or their respective assets or properties, except
      in the case of clauses (iii) and (iv), such violations, conflicts,
      breaches or defaults as could not reasonably be expected to have,
      individually or in the aggregate, a Material Adverse Effect. Assuming the
      accuracy of the representations and warranties of the Initial Purchasers
      in Section 5(b) of this Agreement, no consent, approval, authorization or
      order of, or filing, registration, qualification, license or permit of or
      with, any court or governmental agency, body or administrative agency,
      domestic or foreign, is required to be obtained or made by the Company or
      any of its Subsidiaries for the execution, delivery and performance by the
      Company and each of its Subsidiaries of the Transaction Documents to which
      they are party including the consummation of any of the transactions
      contemplated thereby, except (x) such as have been or will be obtained or
      made on or prior to the Closing Date, (y) registration of the Exchange
      Offer or resale of the Notes under the Act pursuant to the Registration
      Rights Agreement and (z) qualification of the Indenture under the Trust
      Indenture Act in connection with the issuance of the Exchange Notes. No
      consents or waivers from any other person or entity are required for the
      execution, delivery and performance of this Agreement or any of the other
      Transaction Documents or the consummation of any of the transactions
      contemplated hereby or thereby, other than such consents and waivers as
      have been obtained or will be obtained prior to the Closing Date and will
      be in full force and effect, except such consents or waivers that the
      failure to obtain could not be reasonably expected to have a Material
      Adverse Effect.

            (xviii) Except as set forth in the Offering Memorandum, there is (A)
      no action, suit or proceeding before or by any court, arbitrator or
      governmental agency, body or official, domestic or foreign, now pending
      or, to the knowledge of the Issuers, threatened or contemplated, to which
      the Company or any of the Subsidiaries is or may be a party or to which
      the business, assets or property of such person is or may be subject, (B)
      no statute, rule, regulation or order that has been enacted, adopted or
      issued or, to the knowledge of the Issuers, that has been proposed by any
      governmental body or agency, domestic or foreign, (C) no injunction,
      restraining order or order of any nature by a federal or state court or
      foreign court of competent jurisdiction to which the Company or any of the
      Subsidiaries is or may be subject that (x) in the case of clause (A)
      above, if determined adversely to the Company or any of the Subsidiaries,
      could, individually or in the aggregate, reasonably be expected, (1) to
      have a Material Adverse Effect or (2) to interfere with or adversely
      affect the issuance of the Notes in any jurisdiction or adversely affect
      the consummation of the transactions contemplated by any of the
      Transaction Documents and (y) could, individually or in the aggregate,
      reasonably be expected, (1) to have a Material Adverse Effect or (2) to
      interfere with or adversely affect the issuance of the Notes or the
      Guarantees in any jurisdiction or adversely affect the consummation of the
      transactions contemplated by any of the Transaction Documents. Every
      request of any securities authority or agency of any jurisdiction for
      additional information with respect to the Notes that has been received by


<PAGE>
                                      -14-


      the Company or any of the Subsidiaries or their counsel prior to the date
      hereof has been, or will prior to the Closing Date be, complied with in
      all material respects.

            (xix) Except as could not reasonably be expected to have a Material
      Adverse Effect, no labor disturbance by the employees of any of the
      Company or any of the Subsidiaries exists or, to the knowledge of the
      Issuers, is imminent.

            (xx) Except as set forth in the Offering Memorandum, the Company and
      each of the Subsidiaries (A) is in compliance with, or not subject to
      costs or liabilities under, all laws, regulations, rules of common law,
      orders and decrees, as in effect as of the date hereof, and any present
      judgments and injunctions issued or promulgated thereunder relating to
      pollution or protection of public and employee health and safety, the
      environment or hazardous or toxic substances or wastes, pollutants or
      contaminants applicable to it or its business or operations or ownership
      or use of its property ("ENVIRONMENTAL LAWS"), other than noncompliance or
      such costs or liabilities that, individually or in the aggregate, could
      not reasonably be expected to have a Material Adverse Effect, and (B)
      possesses all permits, licenses or other approvals required under
      applicable Environmental Laws, except where the failure to possess any
      such permit, license or other approval could not reasonably be expected to
      have, either individually or in the aggregate, a Material Adverse Effect.
      All currently pending and, to the knowledge of the Issuers, threatened
      proceedings, notices of violation, demands, notices of potential
      responsibility or liability, suits and existing environmental conditions
      by any governmental authority which the Company or any of its Subsidiaries
      could reasonably expect to result in a Material Adverse Effect are
      accurately described in all material respects in the Offering Memorandum.
      The Company and each of the Subsidiaries maintains a system of internal
      environmental management controls sufficient to provide reasonable
      assurance of compliance in all material respects of their business
      facilities, real property and operations with requirements of applicable
      Environmental Laws.

            (xxi) The Company and each of the Subsidiaries have (A) all
      licenses, certificates, permits, authorizations, approvals, franchises and
      other rights from, and has made all declarations and filings with, all
      applicable authorities, all self-regulatory authorities and all courts and
      other tribunals (each, an "AUTHORIZATION") necessary to engage in the
      business conducted by them in the manner described in the Offering
      Memorandum, except where failure to hold such Authorizations could not,
      individually or in the aggregate, be reasonably expected to have a
      Material Adverse Effect, and (B) no reason to believe that any
      governmental body or agency, domestic or foreign, is considering limiting,
      suspending or revoking any such Authorization, except where any such
      limitations, suspensions or revocations could not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect. All
      such Authorizations are valid and in full force and effect and the Company
      and each of the Subsidiaries are in compliance in all material respects
      with the terms and conditions of all such Authorizations and with the
      rules and regulations of the regulatory authorities having jurisdiction
      with


<PAGE>
                                      -15-


      respect to such Authorizations, except for any invalidity, failure to be
      in full force and effect or noncompliance with any Authorization that
      could not, individually or in the aggregate, reasonably be expected to
      have a Material Adverse Effect.

            (xxii) Each of the Company and the Subsidiaries has valid title in
      fee simple to all items of real property and valid title to all personal
      property owned by each of them, in each case free and clear of any Lien,
      except (i) as created pursuant to the New Credit Agreement, (ii) such as
      do not materially and adversely affect the value of such property and do
      not interfere with the use made or proposed to be made of such property by
      the Company or such Subsidiaries to an extent that such interference could
      reasonably be expected to have a Material Adverse Effect, and (iii) Liens
      described in the Offering Memorandum. Any real property and buildings held
      under lease by the Company or any of the Subsidiaries are held under
      valid, subsisting and enforceable leases, with such exceptions as do not
      materially interfere with the use made or proposed to be made of such
      property and buildings by the Company or the Subsidiaries.

            (xxiii) Each of the Company and the Subsidiaries owns, possesses or
      has the right to employ all patents, patent rights, licenses, inventions,
      copyrights, know-how (including trade secrets and other unpatented and/or
      unpatentable proprietary or confidential information, systems or
      procedures), trademarks, service marks and trade names (collectively, the
      "INTELLECTUAL PROPERTY") necessary to conduct the businesses operated by
      it as described in the Offering Memorandum, except where the failure to
      own, possess or have the right to employ such Intellectual Property could
      not reasonably be expected to have a Material Adverse Effect. None of the
      Company or any of the Subsidiaries has received any notice of infringement
      of or conflict with (or knows of any such infringement or a conflict with)
      asserted rights of others with respect to any of the foregoing that, if
      such assertion of infringement or conflict were sustained, could
      reasonably be expected to have a Material Adverse Effect. The use of the
      Intellectual Property in connection with the business and operations of
      the Company and the Subsidiaries does not infringe on the rights of any
      person, except for such infringement as could not reasonably be expected
      to have a Material Adverse Effect.

            (xxiv) The Company and each of the Subsidiaries have (A) all
      licenses, certificates, permits, authorizations, approvals, franchises and
      other rights from, and have made all declarations and filings with, all
      applicable governmental authorities, all self-regulatory authorities and
      all courts and other tribunals (each, a "LICENSE"), necessary to engage in
      the businesses conducted by them in the manner described in the Offering
      Memorandum, except where failure to hold such Licenses could not,
      individually or in the aggregate, reasonably be expected to have a
      Material Adverse Effect, and (B) no reason to believe that


<PAGE>
                                      -16-


      any governmental body or agency, domestic or foreign, is considering
      limiting, suspending or revoking any such License, except where any such
      limitations, suspensions or revocations could not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect. All
      such Licenses are valid and in full force and effect and the Company and
      each of the Subsidiaries are in compliance in all material respects with
      the terms and conditions of all such Licenses and with the rules and
      regulations of the regulatory authorities having jurisdiction with respect
      to such Licenses, except for any invalidity, failure to be in full force
      and effect or noncompliance with any License that could not, individually
      or in the aggregate, reasonably be expected to have a Material Adverse
      Effect.

            (xxv) All tax returns required to be filed by the Company and each
      of the Subsidiaries have been filed in all jurisdictions where such
      returns are required to be filed; and all taxes, including withholding
      taxes, value added and franchise taxes, penalties and interest,
      assessments, fees and other charges due or claimed to be due from such
      entities or that are due and payable have been paid, other than those
      being contested in good faith and for which reserves have been provided in
      accordance with generally accepted accounting principles or those
      currently payable without penalty or interest and except where the failure
      to make such required filings or payments could not, individually or in
      the aggregate, reasonably be expected to have a Material Adverse Effect.
      To the knowledge of the Issuers, there are no material proposed additional
      tax assessments against the Company or any of the Subsidiaries or their
      assets or property.

            (xxvi) To the knowledge of the Issuers, neither the Company or any
      Subsidiary, nor any employee or agent thereof, has made any payment of
      funds of the Company or any Subsidiary or received or retained any funds
      in violation of any law, rule or regulation, which violation could
      reasonably be expected to have a Material Adverse Effect.

            (xxvii) Neither the Company nor any of the Subsidiaries have any
      liability for any prohibited transaction or accumulated funding deficiency
      (within the meaning of Section 412 of the Internal Revenue Code of 1986,
      as amended (the "Code")) or any complete or partial withdrawal liability
      with respect to any pension, profit sharing or other plan which is subject
      to the Employee Retirement Income Security Act of 1974, as amended
      ("ERISA"), to which the Company or any of the Subsidiaries makes or ever
      has made a contribution and in which any employee of the Company or any of
      the Subsidiaries is or has ever been a participant. With respect to such
      plans, the Company and each of the Subsidiaries are in compliance in all
      material respects with all applicable provisions of ERISA.

            (xxviii) Neither the Company nor any of the Subsidiaries is an
      "investment company" or a company "controlled" by an "investment company"
      incorporated in the United States within the meaning of the Investment
      Company Act of 1940, as amended.


<PAGE>
                                      -17-


            (xxix) The Company and each of the Subsidiaries maintain a system of
      internal accounting controls sufficient to provide reasonable assurance
      that: (A) transactions are executed in accordance with management's
      general or specific authorizations; (B) transactions are recorded as
      necessary to permit preparation of their financial statements in
      conformity with generally accepted accounting principles and to maintain
      accountability for assets; (C) access to assets is permitted only in
      accordance with management's general or specific authorization; and (D)
      the recorded accountability for their assets is compared with the existing
      assets at reasonable intervals and appropriate action is taken with
      respect to any differences.

            (xxx) The Company and each of the Subsidiaries maintain insurance
      covering their properties, assets, operations, personnel and businesses,
      and such insurance is of such type and in such amounts in accordance with
      customary industry practice to protect the Company and of the Subsidiaries
      and their businesses. None of the Company or any of the Subsidiaries has
      received notice from any insurer or agent of such insurer that any
      material capital improvements or other material expenditures will have to
      be made in order to continue any insurance maintained by any of them other
      than capital improvements and other expenditures that have been budgeted
      by the Company or the Subsidiaries, as the case may be.

            (xxxi) Neither the Company nor any of its affiliates (as defined in
      Rule 501(b) of Regulation D under the Act) has (A) taken, directly or
      indirectly, any action designed to, or that might reasonably be expected
      to, cause or result in stabilization or manipulation of the price of any
      security of the Issuers to facilitate the sale or resale of the Original
      Notes or (B) sold, bid for, purchased or paid any person any compensation
      for soliciting purchases of the Original Notes in a manner that would
      require registration of the Original Notes under the Act or paid or agreed
      to pay to any person any compensation for soliciting another to purchase
      any other securities of any Issuer in a manner that would require
      registration of the Original Notes under the Act.

            (xxxii) Neither the Company nor any of its affiliates (as defined in
      Regulation D under the Act) has, directly or through any agent (other than
      the Initial Purchasers, as to which no representation is made), sold,
      offered for sale, contracted to sell, pledged, solicited offers to buy or
      otherwise disposed of or negotiated in respect of, any security (as
      defined in the Act) that is currently or will be integrated with the sale
      of the Original Notes in a manner that would require the registration of
      the Original Notes under the Act.

            (xxxiii) None of the Issuers or any of their affiliates, or any
      person acting on their behalf (other than the Initial Purchasers, as to
      whom the Issuers make no representation), is engaged in any directed
      selling effort with respect to the Original Notes, and each of them has
      complied with the offering restrictions requirement of Regulation S under
      the Act. Terms used in this paragraph have the meaning given to them by
      Regulation S.


<PAGE>
                                      -18-


            (xxxiv) No form of general solicitation or general advertising was
      used by the Issuers or any of their representatives (other than the
      Initial Purchasers, as to whom the Issuers make no representation) in
      connection with the offer and sale of any of the Original Notes or in
      connection with Exempt Resales, including, but not limited to, articles,
      notices or other communications published in any newspaper, magazine or
      similar medium or broadcast over television or radio or displayed on any
      computer terminal, or any seminar or meeting whose attendees have been
      invited by any general solicitation or general advertising. None of the
      Company or any of its affiliates has entered into, and none of the Company
      or any of its affiliates will enter into, any contractual arrangement with
      respect to the distribution of the Original Notes except for this
      Agreement.

            (xxxv) Since December 31, 2001, except as set forth or contemplated
      in the Offering Memorandum, (a) neither the Company nor any of the
      Subsidiaries has (1) incurred any liabilities or obligations, direct or
      contingent, that could, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect, or (2) entered into any
      transaction not in the ordinary course of business that could reasonably
      be expected to have a Material Adverse Effect, (b) there has not been any
      event or development in respect of the business or condition (financial or
      other) of the Company and the Subsidiaries that, individually or in the
      aggregate, could reasonably be expected to have a Material Adverse Effect
      and (c) there has been no dividend or distribution of any kind declared,
      paid or made by the Company on any class of its capital stock and (d)
      there has not been any material change in the long-term debt of the
      Company or any of the Subsidiaries except as disclosed in the Offering
      Memorandum.

            (xxxvi) Neither the Company nor any of the Subsidiaries (or any
      agent thereof acting on their behalf) has taken, and none of them will
      take, any action that might cause this Agreement or the issuance or sale
      of the Notes to violate Regulations T, U or X of the Board of Governors of
      the Federal Reserve System, as in effect, or as the same may hereafter be
      in effect, on the Closing Date.

            (xxxvii) To the Company's knowledge, each of Deloitte & Touche LLP
      and KPMG LLP is an independent accountant within the meaning of the Act.
      The historical financial statements and the notes thereto included in the
      Offering Memorandum present fairly in all material respects the
      consolidated financial position and results of operations of the Company
      and its consolidated subsidiaries at the respective dates and for the
      respective periods indicated. Such financial statements have been prepared
      in accordance with generally accepted accounting principles applied on a
      consistent basis throughout the periods presented (except as disclosed in
      the Offering Memorandum). The other financial information and data
      included in the Offering Memorandum are accurately presented in all
      material respects and prepared on a basis consistent with the financial
      statements and the books and records of the Company and the Subsidiaries.




<PAGE>
                                      -19-


            (xxxviii) The assumptions used in the preparation of as adjusted
      financial information included in the Offering Memorandum are reasonable
      in all material respects and the adjustments used therein are appropriate
      in all material respects to give effect to the transactions or
      circumstances referred to therein.

            (xxxix) As of the date hereof (and immediately prior to and
      immediately following the issuance of the Notes on the Closing Date) the
      Company and each of the Guarantors is and will be Solvent. No Issuer is
      contemplating either the filing of a petition by it under any bankruptcy
      or insolvency laws or the liquidating of all or a substantial portion of
      its property, and no Issuer has knowledge of any person contemplating the
      filing of any such petition against any Issuer. As used herein, "SOLVENT"
      shall mean, for any person on a particular date, that on such date (a) the
      fair value of the property of such person is greater than the total amount
      of liabilities, including, without limitation, contingent liabilities, of
      such person, (b) the present fair salable value of the assets of such
      person is not less than the amount that will be required to pay the
      probable liability of such person on its debts as they become absolute and
      matured, (c) such person does not intend to, and does not believe that it
      will, incur debts and liabilities beyond such person's ability to pay as
      such debts and liabilities mature, (d) such person is not engaged in a
      business or a transaction, and is not about to engage in a business or a
      transaction, for which such person's property would constitute an
      unreasonably small capital and (e) such person is able to pay its debts as
      they become due and payable.

            (xl) Except as described in the section entitled "Plan of
      distribution" in the Offering Memorandum, there are no contracts,
      agreements or understandings between the Company or any of the
      Subsidiaries and any other person other than the Initial Purchasers that
      would give rise to a valid claim against the Company, any Subsidiary or
      any Initial Purchaser for a brokerage commission, finder's fee or like
      payment in connection with the issuance, purchase and sale of the Notes.

            (xli) The statistical and market-related data and forward-looking
      statements (within the meaning of Section 27A of the Act and Section 21E
      of the Exchange Act) included in the Offering Memorandum are based on or
      derived from sources that the Issuers believe to be reliable and accurate
      in all material respects.

            (xlii) The Company has delivered to the Initial Purchasers a true
      and correct copy of the New Credit Agreement, together with all related
      agreements and all schedules and exhibits thereto, and there shall have
      been no material amendments, alterations, modifications or waivers of any
      of the provisions of any such documents since their respective dates of
      execution, other than any such amendments, alterations, modifications and
      waivers as to which the Initial Purchasers has been advised in writing and
      which would be required to be disclosed in the Offering Memorandum; and
      there exists no event or condition


<PAGE>
                                      -20-


      which would constitute a default or an event of default under the New
      Credit Agreement.

            (xliii) Each certificate signed by any officer of the Issuers and
      delivered to the Initial Purchasers or counsel for the Initial Purchasers
      pursuant to, or in connection with, this Agreement shall be deemed to be a
      representation and warranty by the Issuers to the Initial Purchasers as to
      the matters covered by such certificate.

                  The Issuers acknowledge that the Initial Purchasers and, for
purposes of the opinions to be delivered to the Initial Purchasers pursuant to
Section 8 of this Agreement, counsel to the Issuers and counsel to the Initial
Purchasers will rely upon the accuracy and truth of the foregoing
representations and the Issuers hereby consent to such reliance.

                  (b) Each Initial Purchaser acknowledges that it is purchasing
the Original Notes pursuant to a private sale exemption from registration under
the Act, and that the Original Notes have not been registered under the Act and
may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons except pursuant to an exemption from the registration
requirements of the Act. Each Initial Purchaser represents, warrants and
covenants to the Issuers that:

            (i) It is a QIB with such knowledge and experience in financial and
      business matters as are necessary in order to evaluate the merits and
      risks of an investment in the Notes.

            (ii) (A) Neither it, nor any person acting on its behalf, has or
      will solicit offers for, or offer or sell, the Original Notes by any form
      of general solicitation or general advertising (as those terms are used in
      Regulation D under the Act) or in any manner involving a public offering
      within the meaning of Section 4(2) of the Act and (B) it has and will
      solicit offers for the Original Notes only from, and will offer and sell
      the Original Notes only to (1) persons whom such Initial Purchasers
      reasonably believes to be QIBs or, if any such person is buying for one or
      more institutional accounts for which such person is acting as fiduciary
      or agent, only when such person has represented to the Initial Purchasers
      that each such account is a QIB to whom notice has been given that such
      sale or delivery is being made in reliance on Rule 144A, and, in each
      case, in reliance on the exemption from the registration requirements of
      the Act pursuant to Rule 144A, or (2) persons other than U.S. persons
      outside the United States in reliance on the exemption from the
      registration requirements of the Act provided by Regulation S.

            (iii) With respect to offers and sales outside the United States:

                  (A) the Initial Purchasers will comply with all applicable
            laws and regulations in each jurisdiction in which they acquire,
            offer, sell or deliver Notes or




<PAGE>
                                      -21-


            have in their possession or distribute either any Offering
            Memorandum or any such other material, in all cases at their own
            expense; and

                  (B) the Initial Purchasers have offered the Original Notes and
            will offer and sell the Original Notes (1) as part of its
            distribution at any time and (2) otherwise until 40 days after the
            later of the commencement of the offering of the Original Notes and
            the Closing Date, only in accordance with Rule 903 of Regulation S
            or another exemption from the registration requirements of the Act.
            Accordingly, neither the Initial Purchasers nor any persons acting
            on their behalf have engaged or will engage in any directed selling
            efforts (within the meaning of Regulation S) with respect to the
            Original Notes, and any such persons have complied and will comply
            with the offering restrictions requirements of Regulation S.

                  Terms used in this Section 5(b)(iii) have the meanings given
            to them by Regulation S.

            (iv) The source of funds being used by it to acquire the Original
      Notes does not include the assets of any "employee benefit plan" (within
      the meaning of Section 3 of ERISA) or any "plan" (within the meaning of
      Section 4975 of the Code).

                  The Initial Purchasers understand that the Issuers and, for
purposes of the opinions to be delivered to them pursuant to Section 8 hereof,
counsel to the Issuers and counsel to the Initial Purchasers will rely upon the
accuracy and truth of the foregoing representations, and the Initial Purchasers
hereby consent to such reliance.

                  6. Indemnification. (a) The Issuers, jointly and severally,
agree to indemnify and hold harmless each Initial Purchaser, each person, if
any, who controls an Initial Purchaser within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act, the agents, employees, officers and
directors of each Initial Purchaser and the agents, employees, officers and
directors of any such controlling person from and against any and all losses,
liabilities, claims, damages and expenses whatsoever (including, but not limited
to, reasonable attorneys' fees and any and all reasonable expenses whatsoever
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever, and any and all reasonable
amounts paid in settlement of any claim or litigation) (collectively, "LOSSES")
to which they or any of them may become subject under the Act, the Exchange Act
or otherwise insofar as such Losses (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Preliminary Offering Memorandum or the Offering
Memorandum, or in any supplement thereto or amendment thereof, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Issuers

<PAGE>
                                      -22-


will not be liable to an Initial Purchaser to the extent, but only to the
extent, that any such Loss arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission relating
to such Initial Purchaser made therein in reliance upon and in conformity with
written information relating to such Initial Purchaser furnished to the Company
by or on behalf of such Initial Purchaser expressly for use therein; provided,
however, that with respect to any untrue statement or alleged untrue statement
of, or omission or alleged omission to state, a material fact made in the
Preliminary Offering Memorandum, the indemnity set forth in this Section 6(a)
shall not inure to the benefit of an Initial Purchaser and related persons from
whom the person asserting any Losses purchased the Notes concerned, to the
extent that any such Losses of such Initial Purchaser and related persons occurs
under the circumstances where it shall have been determined by a court of
competent jurisdiction (or appropriate arbitral proceeding) by final and
nonappealable judgment that (i) the Company had previously furnished copies of
the Offering Memorandum to the Initial Purchaser, (ii) delivery of the Offering
Memorandum was required under this Agreement or by the Act to be made to such
person, (iii) the untrue statement or omission of a material fact contained in
the Preliminary Offering Memorandum was corrected in the Offering Memorandum,
(iv) there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Notes to such person, a copy of the Offering
Memorandum and (v) delivery of the Offering Memorandum would have eliminated
such Losses.

                  (b) Each Initial Purchaser, severally and not jointly, agrees
to indemnify and hold harmless each Issuer, each person, if any, who controls an
Issuer within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, and each of their respective agents, employees, officers and
directors and the agents, employees, officers and directors of any such
controlling person from and against any Losses to which they or any of them may
become subject under the Act, the Exchange Act or otherwise insofar as such
Losses (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Preliminary Offering Memorandum or the Offering Memorandum, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, in each case to the extent, but only to the extent, that
any such Loss arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission relating to such Initial
Purchaser made therein in reliance upon and in conformity with information
relating to such Initial Purchaser furnished in writing to the Company by or on
behalf of such Initial Purchasers expressly for use therein.

                  (c) Promptly after receipt by an indemnified party under
subsection 6(a) or 6(b) above of notice of the commencement of any action, suit
or proceeding (collectively, an "ACTION"), such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is

<PAGE>
                                      -23-


to be sought in writing of the commencement of such action (but the failure so
to notify an indemnifying party shall not relieve such indemnifying party from
any liability that it may have under this Section 6 except to the extent that it
has been prejudiced in any material respect by such failure). In case any such
action is brought against any indemnified party, and it notifies an indemnifying
party of the commencement of such action, the indemnifying party will be
entitled to participate in such action, and to the extent it may elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense of such
action with counsel satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such action, but the reasonable fees and expenses of
such counsel shall be at the expense of such indemnified party or parties unless
(i) the employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying parties (or such
indemnifying parties have assumed the defense of such action), and such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them that are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such reasonable fees and expenses of counsel shall be borne by the indemnifying
parties. In no event shall the indemnifying party be liable for the fees and
expenses of more than one counsel (together with appropriate local counsel) at
any time for all indemnified parties in connection with any one action or
separate but substantially similar or related actions arising in the same
jurisdiction out of the same general allegations or circumstances. An
indemnifying party shall not be liable for any settlement of any claim or action
effected without its written consent which consent may not be unreasonably
withheld. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel as contemplated by paragraph (a) or (b)
of this Section 6, then the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 45 business days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such request prior
to the date of such settlement (except with respect to that portion of fees and
expenses, if any, that the indemnifying party is contesting in good faith) and
(iii) such indemnified party shall have given the indemnifying party at least 45
days prior notice of its intention to settle. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional

<PAGE>
                                      -24-


release of such indemnified party from all liability on claims that are the
subject matter of such proceeding and does not include an admission of fault,
culpability or a failure to act, by or on behalf of such indemnified party.

                  (d) The remedies provided for in this Section 6 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

                  7. Contribution. In order to provide for contribution in
circumstances in which the indemnification provided for in Section 6 of this
Agreement is for any reason held to be unavailable from the indemnifying party,
or is insufficient to hold harmless a party indemnified under Section 6 of this
Agreement, each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such aggregate Losses (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Issuers, on the one hand, and an Initial Purchaser, on the other hand, from
the offering of the Original Notes or (ii) if such allocation is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to above but also the relative fault of the Issuers,
on the one hand, and such Initial Purchaser, on the other hand, in connection
with the statements or omissions that resulted in such Losses, as well as any
other relevant equitable considerations. The relative benefits received by the
Issuers, on the one hand, and an Initial Purchaser, on the other hand, shall be
deemed to be in the same proportion as (x) the total proceeds from the offering
of Original Notes (net of discounts and commissions but before deducting
expenses) received by the Issuers are to (y) the total discounts and commissions
received by such Initial Purchaser. The relative fault of the Issuers, on the
one hand, and an Initial Purchaser, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuers or such Initial Purchaser and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission or alleged statement or omission.

                  The Issuers and the Initial Purchasers agree that it would not
be just and equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation or by any other method of allocation that does not take
into account the equitable considerations referred to above. Notwithstanding the
provisions of this Section 7, (i) in no case shall an Initial Purchaser be
required to contribute any amount in excess of the amount by which the total
discount and commissions applicable to the Original Notes purchased hereof
pursuant to this Agreement exceeds the amount of any damages that such Initial
Purchaser has otherwise been required to pay by reason of any untrue or alleged
untrue statement or omission or alleged omission and (ii) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, each person, if
any, who


<PAGE>
                                      -25-


controls an Initial Purchaser within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act shall have the same rights to contribution as
an Initial Purchaser, and each person, if any, who controls an Issuer within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and each
director, officer, employee and agent of such Issuer shall have the same rights
to contribution of such Issuer. Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action against such
party in respect of which a claim for contribution may be made against another
party or parties under this Section 7, notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any obligation it or they may have under this Section 7 or otherwise, except to
the extent that it has been prejudiced in any material respect by such failure;
provided, however, that no additional notice shall be required with respect to
any action for which notice has been given under Section 6 for purposes of
indemnification. Anything in this section to the contrary notwithstanding, no
party shall be liable for contribution with respect to any action or claim
settled without its written consent, provided, however, that such written
consent was not unreasonably withheld.

                  8. Conditions of Initial Purchasers' Obligations. The
obligations of the Initial Purchasers to purchase and pay for the Original
Notes, as provided for in this Agreement, shall be subject to satisfaction of
the following conditions prior to or concurrently with such purchase:

                  (a) All of the representations and warranties of the Issuers
            contained in this Agreement shall be true and correct, or true and
            correct in all material respects where such representations and
            warranties are not qualified by materiality or Material Adverse
            Effect, on the date of this Agreement and, in each case after giving
            effect to the transactions contemplated hereby, on the Closing Date,
            except that if a representation and warranty is made as of a
            specific date, and such date is expressly referred to therein, such
            representation and warranty shall be true and correct (or true and
            correct in all material respects, as applicable) as of such date.
            The Issuers shall have performed or complied with all of the
            agreements and covenants contained in this Agreement and required to
            be performed or complied with by them at or prior to the Closing
            Date.

                  (b) The Offering Memorandum shall have been printed and copies
            distributed to the Initial Purchasers on the day of this Agreement
            or at such later date as the Initial Purchasers may determine. No
            stop order suspending the qualification or exemption from
            qualification of the Original Notes in any jurisdiction shall have
            been issued and no proceeding for that purpose shall have been
            commenced or shall be pending or threatened.


<PAGE>
                                      -26-


                  (c) No action shall have been taken and no statute, rule,
            regulation or order shall have been enacted, adopted or issued by
            any governmental agency that would, as of the Closing Date, prevent
            the issuance of the Original Notes or consummation of the Exchange
            Offer; except as disclosed in the Offering Memorandum, no action,
            suit or proceeding shall have been commenced and be pending against
            or affecting or, to the best knowledge of the Issuers, threatened
            against any Issuer before any court or arbitrator or any
            governmental body, agency or official that, if adversely determined,
            could reasonably be expected to have a Material Adverse Effect; and
            no stop order preventing the use of the Preliminary Offering
            Memorandum or the Offering Memorandum, or any amendment or
            supplement thereto, or any order asserting that any of the
            transactions contemplated by this Agreement are subject to the
            registration requirements of the Act shall have been issued.

                  (d) Since December 31, 2001, except as set forth or
            contemplated in the Offering Memorandum, (a) neither the Company nor
            any Subsidiary has (1) incurred any liabilities or obligations,
            direct or contingent, that would reasonably be expected to have a
            Material Adverse Effect, or (2) entered into any material
            transaction not in the ordinary course of business, (b) there has
            not been any event or development in respect of the business or
            condition (financial or other) of the Company and the Subsidiaries
            that, either individually or in the aggregate, would reasonably be
            expected to have a Material Adverse Effect and (c) there has been no
            dividend or distribution of any kind declared, paid or made by the
            Company on any class of its capital stock.

                  (e) The Initial Purchasers shall have received certificates,
            dated the Closing Date, signed by two authorized officers of each
            Issuer confirming, as of the Closing Date, to their knowledge, the
            matters set forth in paragraphs (a), (b), (c) and (d) of this
            Section 8.

                  (f) The Initial Purchasers shall have received on the Closing
            Date opinions dated the Closing Date, addressed to the Initial
            Purchasers, of Akin, Gump, Strauss, Hauer & Feld, L.L.P. counsel to
            the Issuers, and Anthony J. Correro III, general counsel of the
            Company, substantially in the form of Exhibits B-1 and B-2 hereto in
            form and substance reasonably satisfactory to the Initial Purchasers
            and counsel to the Initial Purchasers.

                  (g) The Initial Purchasers shall have received on the Closing
            Date an opinion (satisfactory in form and substance to the Initial
            Purchasers) dated the Closing Date from each of Cahill Gordon &
            Reindel and Gardere Wynne Sewell LLP, counsel to the Initial
            Purchasers.

                  (h) The Initial Purchasers shall have received a "comfort
            letter" from Deloitte & Touche LLP, independent public accountants
            for the Company, dated the


<PAGE>
                                      -27-


            date of this Agreement, addressed to the Initial Purchasers and in
            form and substance satisfactory to the Initial Purchasers and
            counsel to the Initial Purchasers. In addition, the Initial
            Purchasers shall have received a "bring-down comfort letter" from
            Deloitte & Touche LLP, dated as of the Closing Date, addressed to
            the Initial Purchasers and in form and substance satisfactory to the
            Initial Purchasers and counsel to the Initial Purchasers.

                  (i) Each of the Issuers and the Trustee shall have executed
            and delivered the Indenture and the Initial Purchasers shall have
            received copies, conformed as executed, thereof.

                  (j) The Company shall have executed and delivered the New
            Credit Agreement and the Initial Purchasers shall have received
            counterparts, conformed as executed, thereof.

                  (k) Each of the Issuers shall have executed and delivered into
            the Registration Rights Agreement and the Initial Purchasers shall
            have received counterparts, conformed as executed, thereof.

                  (l) The Company shall have notified the lenders under the
            Company's existing credit facility, of the Company's intention to
            pay all obligations with respect thereto with a portion of the
            proceeds of the Original Notes and to terminate such facility, and
            simultaneously with the issuance of the Original Notes all such
            obligations shall be paid in full and such facility shall be
            terminated.

                  (m) All government authorizations required in connection with
            the issue and sale of the Notes as contemplated under this Agreement
            and the performance of the Issuers' obligations hereunder and under
            Indenture and the Notes shall be in full force and effect.

                  (n) The Initial Purchasers shall have been furnished with
            wiring instructions for the application of the proceeds of the
            Original Notes in accordance with this Agreement and such other
            information as it may reasonably request.

                  (o) Cahill Gordon & Reindel and Gardere Wynne Sewell LLP,
            counsel to the Initial Purchasers, shall have been furnished with
            such documents as they may reasonably request to enable them to
            review or pass upon the matters referred to in this Section 8 and in
            order to evidence the accuracy, completeness or satisfaction in all
            material respects of any of the representations, warranties or
            conditions contained in this Agreement.

                  (p) The Original Notes shall be eligible for trading in Portal
            upon issuance.


<PAGE>
                                      -28-


                  (q) All agreements set forth in the representation letter of
            the Issuers to DTC relating to the approval of the Notes by DTC for
            "book-entry" transfer shall have been complied with.

                  The documents required to be delivered by this Section 8 will
be delivered at the office of counsel for the Initial Purchasers on the Closing
Date.

                  9. Initial Purchasers' Information. The Issuers and the
Initial Purchasers severally acknowledge that the statements with respect to the
delivery of the Original Notes to the Initial Purchasers set forth in (i) the
last paragraph of the cover page and (ii) in the first sentence of the fourth
paragraph, the first sentence of the sixth paragraph and in the seventh
paragraph under the caption "Plan of distribution" in the Preliminary Offering
Memorandum and the Offering Memorandum constitute the only information furnished
in writing by the Initial Purchasers expressly for use in the Preliminary
Offering Memorandum or the Offering Memorandum.

                  10. Survival of Representations and Agreements. All
representations and warranties, covenants and agreements contained in this
Agreement, including the agreements contained in Sections 4(f) and 11(d), the
indemnity agreements contained in Section 6 and the contribution agreements
contained in Section 7 shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Initial Purchasers
or any controlling person thereof or by or on behalf of the Issuers or any
controlling person thereof, and shall survive delivery of and payment for the
Original Notes to and by the Initial Purchasers. The agreements contained in
Sections 4(f), 6, 7, 9 and 11(d) shall survive the termination of this
Agreement, including pursuant to Section 11.

                  11. Effective Date of Agreement; Termination. (a) This
Agreement shall become effective upon execution and delivery of a counterpart
hereof by each of the parties hereto.

                  (b) The Initial Purchasers shall have the right to terminate
this Agreement at any time prior to the Closing Date by notice to the Company
from the Initial Purchasers, without liability (other than with respect to
Sections 6 and 7) on the Initial Purchasers' part to the Issuers if, on or prior
to such date, (i) the Issuers shall have failed, refused or been unable to
perform in any material respect any agreement on their part to be performed
under this Agreement when and as required, (ii) any other condition to the
obligations of the Initial Purchasers under this Agreement to be fulfilled by
the Issuers pursuant to Section 8 is not fulfilled when and as required in any
material respect, (iii) trading in securities of the Company on the Nasdaq
National Market shall have been suspended or materially limited, (iv) trading in
securities generally on the New York Stock Exchange, the American Stock Exchange
or the Nasdaq National Market shall have been suspended or materially limited,
or minimum prices shall have been established thereon by the Commission, or by
such exchange or other regulatory



<PAGE>
                                      -29-


body or governmental authority having jurisdiction, (v) a general banking
moratorium shall have been declared by federal or New York authorities, (vi)
there is an outbreak or escalation of hostilities or other national or
international calamity, in any case involving the United States, on or after the
date of this Agreement, or if there has been a declaration by the United States
of a national emergency or war or other national or international calamity or
crisis (economic, political, financial or otherwise) which affects the U.S. and
international markets, making it, in the Initial Purchasers' judgment,
impracticable to proceed with the offering or delivery of the Original Notes on
the terms and in the manner contemplated in the Offering Memorandum or (vii)
there shall have been such a material adverse change or material disruption in
the financial, banking or capital markets generally (including, without
limitation, the markets for debt securities of companies similar to the Company)
or the effect (or potential effect if the financial markets in the United States
have not yet opened) of international conditions on the financial markets in the
United States shall be such as, in the Initial Purchasers' judgment, to make it
inadvisable or impracticable to proceed with the offering or delivery of the
Notes on the terms and in the manner contemplated in the Offering Memorandum.

                  (c) Any notice of termination pursuant to this Section 11
shall be given at the address specified in Section 12 below by telephone, telex,
telephonic facsimile or telegraph, confirmed in writing by letter.

                  (d) If the sale of the Notes provided for in this Agreement is
not consummated because of any refusal, inability or failure on the part of the
Issuers to satisfy any condition to the obligations of the Initial Purchasers
set forth in this Agreement to be satisfied on its part or because of any
refusal, inability or failure on the part of the Issuers to perform any
agreement in this Agreement or comply with any provision of this Agreement, the
Issuers will reimburse the Initial Purchasers for all of its reasonable
out-of-pocket expenses, including, without limitation, the fees and expenses of
the Initial Purchasers' counsel incurred in connection with this Agreement.

                  (e) If any Initial Purchaser shall fail to purchase and pay
for any of the Original Notes agreed to be purchased by such Initial Purchaser
hereunder and such failure to purchase shall constitute a default in the
performance of its obligations under this Agreement, the remaining Initial
Purchasers shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the Original Notes, and if such non-defaulting
Initial Purchasers do not purchase all the Original Notes, this Agreement will
terminate without liability to such nondefaulting Initial Purchasers or the
Issuers. In the event of a default by any Initial Purchaser as set forth in this
paragraph (e), the Closing Date shall be postponed for such period, not
exceeding five business days, as the nondefaulting Initial Purchasers shall
determine in order that the required changes in the Offering Memorandum or in
any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting


<PAGE>
                                      -30-


Initial Purchaser of its liability, if any, to the Issuers or any nondefaulting
Initial Purchaser for damages occasioned by its default hereunder.

                  12. Notice. All communications with respect to or under this
Agreement, except as may be otherwise specifically provided in this Agreement,
shall be in writing and, if sent to the Initial Purchasers, shall be mailed,
delivered, or, telegraphed or telecopied and confirmed in writing to UBS Warburg
LLC, 299 Park Avenue, 38th Floor, New York, New York 10171 (telephone: (212)
821-3000, fax: (203)-719-1075), Attention: Syndicate Department, with a copy to
Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005 (telephone:
(212) 701-3000, fax: (212) 269-5420), Attention: Richard E. Farley, Esq. and
Gardere Wynne Sewell LLP, 1000 Louisiana, Suite 3400, Houston, TX 77002
(telephone: (713) 276-5898, fax: (713) 276-6898), Attention: Greg Sergesketter,
Esq. and, if sent to the Issuers, shall be mailed, delivered or telegraphed or
telecopied and confirmed in writing to Petroleum Helicopters, Inc., Post Office
Box 90808, Municipal Airport, Lafayette, LA 70509-0808 (telephone: (337)
235-2452, fax: (337) 206-9576), Attention: Chief Executive Officer, with a copy
to Akin, Gump, Strauss, Hauer & Feld, L.L.P., 1900 Pennzoil Place, South Tower,
711 Louisiana Street, Houston, TX 77002 (telephone: (713) 220-5800, fax: (713)
236-0822), Attention: Richard J. Wilkie, Esq.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged by telecopier machine, if telecopied; and one business day after
being timely delivered to a next-day air courier.

                  13. Parties. This Agreement shall inure solely to the benefit
of, and shall be binding upon, the Initial Purchasers, the Issuers and the
controlling persons and agents referred to in Sections 6 and 7, and their
respective successors and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provision herein contained. The
term "successors and assigns" shall not include a purchaser, in its capacity as
such, of Notes from the Initial Purchasers.

                  14. Construction. This Agreement shall be construed in
accordance with the internal laws of the State of New York (without giving
effect to any provisions thereof relating to conflicts of law).

                  15. Captions. The captions included in this Agreement are
included solely for convenience of reference and are not to be considered a part
of this Agreement.

                  16. Counterparts. This Agreement may be executed in various
counterparts that together shall constitute one and the same instrument.

<PAGE>

                  If the foregoing agreement correctly sets forth the
understanding among the Issuers and the Initial Purchasers, please so indicate
in the space provided below for the purpose, whereupon this letter and your
acceptance shall constitute a binding agreement among the Issuers and the
Initial Purchasers.


                                         PETROLEUM HELICOPTERS, INC.


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


                                         EACH SUBSIDIARY GUARANTOR LISTED ON
                                         SCHEDULE I HERETO


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

Confirmed and accepted as of
the date first above written:

UBS WARBURG LLC

By:      /s/  RICHARD R.S. SMITH
       -----------------------------
       Name:  Richard R.S. Smith
       Title: Managing Director

By:      /s/  L. BRETT WATKINS
       -----------------------------
       Name:  L. Brett Watkins
       Title: Director

Deutsche Bank Securities Inc.

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


<PAGE>



                                                                      SCHEDULE I




                   GUARANTORS

                1. International Helicopter Transport, Inc.

                2. Evangeline Airmotive, Inc.

                3. Air Evac Services, Inc.

                4. PHI Aeromedical Services, Inc.

                5. Petroleum Helicopters International, Inc.

                6. Acadian Composites, L.L.C.

                7. Helicopter Management, L.L.C.

                8. Helicopter Leasing, L.L.C.



<PAGE>





                                                                     SCHEDULE II


<Table>
<Caption>
                                                                                   %               JURISDICTION OF
                                                                             OWNED BY THE          INCORPORATION OR
                 SUBSIDIARY                        TYPE OF ENTITY               COMPANY              ORGANIZATION
                 ----------                        --------------            -------------         ---------------
<S>                                          <C>                             <C>                   <C>
  1.  International Helicopter Transport,    Corporation                         100%                  Louisiana
         Inc.
  2.  Evangeline Airmotive, Inc.             Corporation                         100%                  Louisiana
  3.  Acadian Composites, L.L.C.             LLC                                 100%                  Louisiana
  4.  Air Evac Services, Inc.                Corporation                         100%                  Louisiana
  5.  PHI Aeromedical Services, Inc.         Corporation                         100%                  Louisiana
  6.  Petroleum Helicopters International,   Corporation                         100%                  Louisiana
         Inc.
</Table>



<PAGE>





                                                                    SCHEDULE III



<Table>
<Caption>


                                                                                 PRINCIPAL AMOUNT OF
INITIAL PURCHASERS                                                                 ORIGINAL NOTES
------------------                                                               -------------------
<S>                                                                              <C>
UBS Warburg LLC                                                                     $160,000,000

Deutsche Bank Securities Inc.                                                       $ 40,000,000

Total                                                                               $200,000,000
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>4
<FILENAME>h96309ex4-1.txt
<DESCRIPTION>INDENTURE
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.1

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

                          PETROLEUM HELICOPTERS, INC.,
                                    as Issuer

                           THE GUARANTORS PARTY HERETO


                                       and


                              THE BANK OF NEW YORK,

                                   as Trustee


                                   ----------

                                    Indenture

                           Dated as of April 23, 2002

                                   ----------

                          9 3/8% Senior Notes due 2009


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



<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>


                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
                                                    ARTICLE 1

                                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.               Definitions.......................................................................1
Section 1.02.               Other Definitions................................................................28
Section 1.03.               Incorporation by Reference of Trust Indenture Act................................29
Section 1.04.               Rules of Construction............................................................30

                                                    ARTICLE 2

                                                    THE NOTES

Section 2.01.               Form and Dating..................................................................31
Section 2.02.               Execution and Authentication.....................................................38
Section 2.03.               Registrar and Paying Agent.......................................................39
Section 2.04.               Paying Agent To Hold Money in Trust..............................................39
Section 2.05.               Noteholder Lists.................................................................40
Section 2.06.               Transfer and Exchange............................................................40
Section 2.07.               Replacement Notes................................................................41
Section 2.08.               Outstanding Notes................................................................41
Section 2.09.               Notes Held by the Company or a Related Person....................................42
Section 2.10.               Temporary Notes..................................................................42
Section 2.11.               Cancellation.....................................................................42
Section 2.12.               Defaulted Interest...............................................................42
Section 2.13.               Persons Deemed Owners............................................................42
Section 2.14.               Computation of Interest..........................................................43
Section 2.15.               CUSIP Numbers....................................................................43
Section 2.16.               Issuance of Additional Notes.....................................................43

                                                    ARTICLE 3

                                                   REDEMPTION

Section 3.01.               Notices to Trustee...............................................................44
Section 3.02.               Selection of Notes To Be Redeemed................................................44
Section 3.03.               Notice of Redemption.............................................................45
Section 3.04.               Effect of Notice of Redemption...................................................45
Section 3.05.               Deposit of Redemption Price......................................................46
Section 3.06.               Notes Redeemed in Part...........................................................46
</Table>


                                       -i-
<PAGE>

<Table>
<Caption>

                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>

                                                    ARTICLE 4

                                                    COVENANTS

Section 4.01.               Payment of Notes.................................................................46
Section 4.02.               Maintenance of Office or Agency..................................................47
Section 4.03.               Reports to Holders...............................................................47
Section 4.04.               Compliance Certificate...........................................................48
Section 4.05.               Stay, Extension and Usury Laws...................................................48
Section 4.06.               Corporate Existence..............................................................48
Section 4.07.               Notice of Default................................................................49
Section 4.08.               Change of Control................................................................49
Section 4.09.               Conduct of Business..............................................................50
Section 4.10.               Limitations on Additional Indebtedness...........................................50
Section 4.11.               Limitations on Restricted Payments...............................................52
Section 4.12.               Limitation on Dividends and Other Restrictions Affecting Restricted
                               Subsidiaries..................................................................54
Section 4.13.               Limitations on Liens.............................................................56
Section 4.14.               Limitations on Transactions with Affiliates......................................56
Section 4.15.               Limitation on Asset Sales........................................................58
Section 4.16.               Limitation on Designation of Unrestricted Subsidiaries...........................61
Section 4.17.               Additional Note Guarantees.......................................................63
Section 4.18.               Limitation on Layering Indebtedness..............................................63
Section 4.19.               Limitations on the Issuance or Sale of Equity Interests of
                               Restricted Subsidiaries.......................................................64
Section 4.20.               Limitation on Sale and Leaseback Transactions....................................64

                                                    ARTICLE 5

                                                   SUCCESSORS

Section 5.01.               Limitation on Mergers, Consolidation, Etc........................................64
Section 5.02.               Successor Substituted............................................................66

                                                    ARTICLE 6

                                              DEFAULTS AND REMEDIES

Section 6.01.               Events of Default................................................................67
Section 6.02.               Acceleration.....................................................................69
</Table>



                                      -ii-
<PAGE>

<Table>
<Caption>

                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
Section 6.03.               Other Remedies...................................................................71
Section 6.04.               Waiver of Past Defaults..........................................................71
Section 6.05.               Control by Majority..............................................................71
Section 6.06.               Limitation on Suits..............................................................71
Section 6.07.               Rights of Holders To Receive Payment.............................................72
Section 6.08.               Collection Suit by Trustee.......................................................72
Section 6.09.               Trustee May File Proofs of Claim.................................................72
Section 6.10.               Priorities.......................................................................73
Section 6.11.               Undertaking for Costs............................................................73

                                                    ARTICLE 7

                                                     TRUSTEE

Section 7.01.               Duties of Trustee................................................................73
Section 7.02.               Rights of Trustee................................................................75
Section 7.03.               Individual Rights of Trustee.....................................................76
Section 7.04.               Trustee's Disclaimer.............................................................76
Section 7.05.               Notice of Defaults...............................................................76
Section 7.06.               Reports by Trustee to Holders....................................................76
Section 7.07.               Compensation and Indemnity.......................................................77
Section 7.08.               Replacement of Trustee...........................................................77
Section 7.09.               Successor Trustee by Merger, Etc.................................................79
Section 7.10.               Eligibility; Disqualification....................................................79
Section 7.11.               Preferential Collection of Claims Against Company................................79

                                                    ARTICLE 8

                                                   DEFEASANCE

Section 8.01.               Option to Effect Defeasance or Covenant Defeasance...............................79
Section 8.02.               Legal Defeasance.................................................................80
Section 8.03.               Covenant Defeasance..............................................................80
Section 8.04.               Conditions to Defeasance or Covenant Defeasance..................................81
Section 8.05.               Termination of the Obligations by Satisfaction or Pursuant to
                               Redemption....................................................................83
Section 8.06.               Application of Trust Money.......................................................84
Section 8.07.               Repayment of the Company.........................................................84
Section 8.08.               Reinstatement....................................................................84
</Table>


                                     -iii-
<PAGE>

<Table>
<Caption>

                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
                                                    ARTICLE 9

                                      AMENDMENTS, MODIFICATIONS AND WAIVERS

Section 9.01.               Without Consent of Holders.......................................................85
Section 9.02.               With Consent of Holders..........................................................86
Section 9.03.               Compliance with Trust Indenture Act..............................................87
Section 9.04.               Revocation and Effect of Consents................................................87
Section 9.05.               Notation on or Exchange of Notes.................................................88
Section 9.06.               Trustee Protected................................................................88

                                                   ARTICLE 10

                                               GUARANTEE OF NOTES

Section 10.01.              Guarantee........................................................................88
Section 10.02.              Execution and Delivery of Guarantee..............................................89
Section 10.03.              Limitation of Guarantee..........................................................89
Section 10.04.              Release of Guarantor.............................................................90
Section 10.05.              Waiver of Subrogation............................................................90
Section 10.06.              Obligation of Guarantors Unconditional...........................................91
Section 10.07.              Article 10 Not To Prevent Events of Default......................................91
Section 10.08.              Guarantors May Consolidate, Etc., on Certain Terms...............................91

                                                   ARTICLE 11

                                                  MISCELLANEOUS

Section 11.01.              Trust Indenture Act Controls.....................................................92
Section 11.02.              Notices..........................................................................92
Section 11.03.              Communication by Holders with Other Holders......................................93
Section 11.04.              Certificate and Opinion as to Conditions Precedent...............................93
Section 11.05.              Statements Required in Certificate or Opinion....................................94
Section 11.06.              Rules by Trustee and Agents......................................................94
Section 11.07.              Legal Holidays...................................................................94
Section 11.08.              No Personal Liability of Directors, Officers, Employees, and
                               Stockholders..................................................................95
Section 11.09.              Duplicate Originals..............................................................95
Section 11.10.              Governing Law....................................................................95
Section 11.11.              No Adverse Interpretation of Other Agreements....................................95
Section 11.12.              Successors.......................................................................95
</Table>


                                      -iv-
<PAGE>
<Table>
<Caption>

                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
Section 11.13.              Separability.....................................................................95
Section 11.14.              Benefits of Indenture............................................................96
Section 11.15.              Table of Contents, Headings, Etc.................................................96

                                    EXHIBITS

Exhibit A             -    Form of Note
Exhibit B             -    Form of Guarantee
Exhibit C-1           -    Form of Institutional Accredited Investor Letter
Exhibit C-2           -    Form of Certificate To Be Delivered in Connection with Transfers
                           Pursuant to Regulation S

                                    SCHEDULES


Schedule I            -    Guarantors
Schedule II           -    Unrestricted Subsidiaries on Issue Date
</Table>


                                      -v-

<PAGE>


                              CROSS-REFERENCE TABLE

<Table>
<Caption>



Trust Indenture Act Sections                                                  Indenture Sections
----------------------------                                                  ------------------
<S>                                                                           <C>
Section 310    (a)(1).........................................................7.10
               (a)(2).........................................................7.10
               (b)............................................................7.03; 7.08
Section 311    ...............................................................7.03
Section 313    (a)............................................................7.06
               (c)............................................................7.05; 7.06
Section 314    (a)............................................................12.02
               (a)(4).........................................................4.04
               (b)............................................................N/A
               (c)(1).........................................................N/A
               (c)(2).........................................................N/A
               (d)............................................................N/A
               (e)............................................................12.05
Section 315    (a)............................................................7.01; 7.02
               (b)............................................................7.01; 7.02; 7.05
               (c)............................................................7.01; 7.02
               (d)............................................................7.01; 7.02
Section 316    (a)............................................................6.05; 6.06
               (a)(1)(A)......................................................6.05
               (a)(1)(B)......................................................6.04
               (b)............................................................6.07
Section 317    (a)(1).........................................................6.08
               (a)(2).........................................................6.09
               (b)............................................................2.07
Section 318    (a)............................................................N/A
               (c)............................................................N/A
</Table>




Note:    The Cross-Reference Table shall not for any purpose be deemed to be a
         part of this Indenture.



                                      -vi-
<PAGE>


                  INDENTURE dated as of April 23, 2002 between PETROLEUM
HELICOPTERS, INC., a Louisiana corporation (the "Company"), the Guarantors
signatory hereto (the "Guarantors") and THE BANK OF NEW YORK, a New York banking
corporation duly organized and existing under the laws of the State of New York,
as trustee (the "Trustee").

                  Each party agrees for the benefit of the other parties and for
the equal and ratable benefit of the Holders of the Company's 9 3/8% Senior
Notes due 2009 as follows:


                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

        Section 1.01. Definitions.

                  "Acquired Indebtedness" means (1) with respect to any Person
that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such
Person and its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary that was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary and (2) with
respect to the Company or any Restricted Subsidiary, any Indebtedness of a
Person (other than the Company or a Restricted Subsidiary) existing at the time
such Person is merged with or into the Company or a Restricted Subsidiary, or
Indebtedness expressly assumed by the Company or any Restricted Subsidiary in
connection with the acquisition of an asset or assets from another Person, which
Indebtedness was not, in any case, incurred by such other Person in connection
with, or in contemplation of, such merger or acquisition.

                   "Additional Notes" means any additional Notes having
identical terms and conditions to the Notes issued pursuant to Article 2 and in
compliance with Section 4.10 of this Indenture.

                  "Affiliate" of any Person means any other Person which
directly or indirectly controls or is controlled by, or is under direct or
indirect common control with, the referent Person. For purposes of Section 4.14
of this Indenture, Affiliates shall be deemed to include, with respect to any
Person, any other Person (1) which beneficially owns or holds, directly or
indirectly, 10% or more of any class of the Voting Stock of the referent Person,
(2) of which 10% or more of the Voting Stock is beneficially owned or held,
directly or indirectly, by the referent Person or (3) with respect to an
individual, any immediate family member of such Person. For purposes of this
definition, "control" of a Person shall mean 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.


<PAGE>
                                      -2-


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

                  "amend" means to amend, supplement, restate, amend and restate
or otherwise modify; and "amendment" shall have a correlative meaning.

                  "asset" means any asset or property.

                  "Asset Acquisition" means

         (1) an Investment by the Company or any Restricted Subsidiary of the
         Company in any other Person if, as a result of such Investment, such
         Person shall become a Restricted Subsidiary of the Company, or shall be
         merged or consolidated with or into the Company or any Restricted
         Subsidiary of the Company,

         (2) the acquisition by the Company or any Restricted Subsidiary of the
         Company of all or substantially all of the assets of any other Person
         or any division or line of business of any other Person, or

         (3) the acquisition by the Company or any Restricted Subsidiary of an
         asset.

                  "Asset Sale" means any sale, issuance, conveyance, transfer,
lease, assignment or other disposition by the Company or any Restricted
Subsidiary to any Person other than the Company or any Restricted Subsidiary
(including by means of a Sale and Leaseback Transaction or a merger or
consolidation) (collectively, for purposes of this definition, a "transfer"), in
one transaction or a series of related transactions, of any assets of the
Company or any of its Restricted Subsidiaries other than in the ordinary course
of business. For purposes of this definition, the term "Asset Sale" shall not
include:

         (1) transfers of cash or Cash Equivalents;

         (2) transfers of assets (including Equity Interests) that are governed
         by, and made in accordance with, Section 5.01 of this Indenture;

         (3) Permitted Investments and Restricted Payments permitted under
         Section 4.11 of this Indenture;

         (4) the creation or realization of any Permitted Lien;

         (5) transfers of damaged, worn-out or obsolete equipment or assets
         that, in the Company's reasonable judgment, are no longer used or
         useful in the business of the Company or its Restricted Subsidiaries;




<PAGE>
                                      -3-


         (6) any transfer that, but for this clause, would be an Asset Sale, if
         after giving effect to all such transfers, the aggregate Fair Market
         Value of the assets transferred in such transactions does not exceed
         $5.0 million in the aggregate during the preceding 12 month period; and

         (7) any transfer of assets acquired substantially contemporaneously
         with such transfer.

                  "Attributable Indebtedness", when used with respect to any
Sale and Leaseback Transaction, means, as at the time of determination, the
present value (discounted at a rate equivalent to the Company's then-current
weighted average cost of funds for borrowed money as at the time of
determination, compounded on a semi-annual basis) of the total obligations of
the lessee for rental payments during the remaining term of the lease included
in any such Sale and Leaseback Transaction.

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

                  "Board of Directors" means, with respect to any Person, the
board of directors or comparable governing body of such Person.

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which banking institutions in New York are authorized or required
by law to close.

                  "Capitalized Lease" means a lease required to be capitalized
for financial reporting purposes in accordance with GAAP.

                  "Capitalized Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under a Capitalized
Lease, and the amount of such obligation shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "Cash Equivalents" means:

         (1) marketable obligations with a maturity of not more than one year
         from the date of acquisition and directly and fully guaranteed or
         insured by the United States of America or any agency or
         instrumentality thereof (provided that the full faith and credit of the
         United States of America is pledged in support thereof);

         (2) demand and time deposits and certificates of deposit or acceptances
         with a maturity of 365 days or less of any financial institution that
         is a member of the Federal Reserve System having combined capital and
         surplus and undivided profits of


<PAGE>
                                      -4-


         not less than $500 million and is assigned at least a "B" rating by
         Thomson Financial BankWatch;

         (3) commercial paper maturing no more than 270 days from the date of
         creation thereof issued by a corporation that is not the Company or an
         Affiliate of the Company and is organized under the laws of any State
         of the United States of America or the District of Columbia and rated
         at least A-1 by S&P or at least P-1 by Moody's;

         (4) repurchase obligations with a term of not more than ten days for
         underlying securities of the types described in clause (1) above
         entered into with any commercial bank meeting the specifications of
         clause (2) above;

         (5) investments in money market or other mutual funds substantially all
         of whose assets comprise securities of the types described in clauses
         (1) through (4) above;

         (6) overnight bank deposits and bankers' acceptances at any commercial
         bank meeting the qualifications specified in clause (2) above; and

         (7) deposits available for withdrawal on demand with any commercial
         bank not meeting the qualifications specified in clause (2) above but
         which is organized under the laws of (a) any country that is a member
         of the Organization for Economic Cooperation and Development ("OECD")
         and has total assets in excess of $500.0 million or (b) any other
         country in which the Company or any Restricted Subsidiary maintains an
         office or is engaged in the Permitted Business, provided that, in
         either case, (A) all such deposits are required to be made in such
         accounts in the ordinary course of business, (B) such deposits do not
         at any one time exceed $5.0 million in the aggregate and (C) no funds
         so deposited remain on deposit in such bank for more than 30 days.

                  "Certificated Registered Note" means any Note that is not a
Global Note and that is registered in the Register, and that is substantially in
the form of the Note attached hereto as Exhibit A.

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

         (1) any "person" or "group" (as such terms are used in Sections 13(d)
         and 14(d) of the Exchange Act), other than one or more Permitted
         Holders, is or becomes the beneficial owner (as defined in Rules 13d-3
         and 13d-5 under the Exchange Act), directly or indirectly, of Voting
         Stock representing more than 50% of the voting power of the total
         outstanding Voting Stock of the Company; provided, however, that such
         event shall not be deemed to be a Change of Control so long as the
         Permitted Holders


<PAGE>
                                      -5-


         own Voting Stock representing in the aggregate a greater percentage of
         the total voting power of the Voting Stock of the Company than such
         other person or group;

         (2) during any period of two consecutive years, individuals who at the
         beginning of such period constituted the Board of Directors (together
         with any new directors whose election to such Board of Directors or
         whose nomination for election by the stockholders of the Company was
         approved by a vote of the majority of the directors of the Company then
         still in office who were either directors at the beginning of such
         period or whose election or nomination for election was previously so
         approved) cease for any reason to constitute a majority of the Board of
         Directors of the Company;

         (3) (a) all or substantially all of the assets of the Company and the
         Restricted Subsidiaries on a consolidated basis are sold or otherwise
         transferred to any Person other than a Wholly-Owned Restricted
         Subsidiary or one or more Permitted Holders or (b) the Company
         consolidates or merges with or into another Person or any Person
         consolidates or merges with or into the Company, in either case under
         this clause (3), in one transaction or a series of related transactions
         in which immediately after the consummation thereof Persons owning
         Voting Stock representing in the aggregate a majority of the total
         voting power of the Voting Stock of the Company immediately prior to
         such consummation do not own Voting Stock representing a majority of
         the total voting power of the Voting Stock of the Company or the
         surviving or transferee Person; or

         (4) the Company shall adopt a plan of liquidation or dissolution or any
         such plan shall be approved by the stockholders of the Company.

                  "Company" means Petroleum Helicopters, Inc. until a successor
replaces it pursuant to the applicable provisions hereof and thereafter means
the successor.

                  "Company Request" means any written request delivered to the
Trustee and signed in the name of the Company by the Chairman of the Board of
Directors, the Chief Executive Officer, the President, any Vice President, the
Chief Financial Officer or the Treasurer of the Company and attested to by the
Secretary or any Assistant Secretary of the Company.

                  "Consolidated Amortization Expense" for any period means the
amortization expense of the Company and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Cash Flow" for any period means, without
duplication, the sum of the amounts for such period of

         (1) Consolidated Net Income, plus


<PAGE>
                                      -6-


         (2) in each case only to the extent (and in the same proportion)
         deducted in determining Consolidated Net Income,

                  (a) Consolidated Income Tax Expense,

                  (b) Consolidated Amortization Expense (but only to the extent
         not included in Consolidated Interest Expense), (c) Consolidated
         Depreciation Expense,

                  (d) Consolidated Interest Expense, and

                  (e) all other non-cash items reducing the Consolidated Net
         Income (excluding any non-cash charge that results in an accrual of a
         reserve for cash charges in any future period) for such period,

         in each case determined on a consolidated basis in accordance with
         GAAP, minus

         (3) the aggregate amount of all non-cash items, determined on a
         consolidated basis, to the extent such items increased Consolidated Net
         Income for such period,

provided that there shall be excluded from Consolidated Cash Flow (to the extent
otherwise included therein) any positive Consolidated Cash Flow derived from any
Restricted Subsidiary during such period to the extent that the declaration or
payment of dividends or similar distributions by such Restricted Subsidiary of
that Consolidated Cash Flow is not permitted directly or indirectly by any
means, by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Subsidiary during such period.

                  "Consolidated Depreciation Expense" for any period means the
depreciation expense of the Company and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Income Tax Expense" for any period means the
provision for taxes of the Company and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Interest Coverage Ratio" means the ratio of
Consolidated Cash Flow during the most recent four consecutive full fiscal
quarters for which financial statements are available (the "Four-Quarter
Period") ending on or prior to the date of the transaction giving rise to the
need to calculate the Consolidated Interest Coverage Ratio (the "Transaction



<PAGE>
                                      -7-


Date") to Consolidated Interest Expense for the Four-Quarter Period. For
purposes of this definition, Consolidated Cash Flow and Consolidated Interest
Expense shall be calculated after giving effect on a pro forma basis for the
period of such calculation to:

         (1) the incurrence of any Indebtedness or the issuance of any
         Disqualified Equity Interests of the Company or any Preferred Stock of
         any Restricted Subsidiary (and the application of the proceeds thereof)
         and any repayment of other Indebtedness or redemption of other
         Preferred Stock (and the application of the proceeds thereof) (other
         than the incurrence or repayment of Indebtedness in the ordinary course
         of business for working capital purposes pursuant to any revolving
         credit arrangement) occurring during the Four-Quarter Period or at any
         time subsequent to the last day of the Four-Quarter Period and on or
         prior to the Transaction Date, as if such incurrence, repayment,
         issuance or redemption, as the case may be, (and the application of the
         proceeds thereof) occurred on the first day of the Four-Quarter Period;
         and

         (2) any Asset Sale or other disposition or Asset Acquisition
         (including, without limitation, any Asset Acquisition giving rise to
         the need to make such calculation as a result of the Company or any
         Restricted Subsidiary (including any Person who becomes a Restricted
         Subsidiary as a result of such Asset Acquisition) incurring Acquired
         Indebtedness and also including any Consolidated Cash Flow (including
         any pro forma expense and cost reductions calculated on a basis
         consistent with Regulation S-X under the Exchange Act) associated with
         any such Asset Acquisition) occurring during the Four-Quarter Period or
         at any time subsequent to the last day of the Four-Quarter Period and
         on or prior to the Transaction Date, as if such Asset Sale or Asset
         Acquisition or other disposition (including the incurrence of, or
         assumption of liability for, any such Indebtedness or Acquired
         Indebtedness) occurred on the first day of the Four-Quarter Period.

                  If the Company or any Restricted Subsidiary directly or
indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if the
Company or such Restricted Subsidiary had directly incurred or otherwise assumed
such guaranteed Indebtedness.

                  For purposes of calculating the Consolidated Interest Coverage
Ratio prior to the expiration of the first Four-Quarter Period subsequent to the
Issue Date, such calculation shall be on the same as adjusted basis as the as
adjusted financial information is presented in the Offering Memorandum, to the
extent appropriate.

                  In calculating Consolidated Interest Expense for purposes of
determining the denominator (but not the numerator) of this Consolidated
Interest Coverage Ratio:


<PAGE>
                                      -8-


         (1) interest on outstanding Indebtedness determined on a fluctuating
         basis as of the Transaction Date and which will continue to be so
         determined thereafter shall be deemed to have accrued at a fixed rate
         per annum equal to the average of (a) the rate of interest on this
         Indebtedness in effect on the Transaction Date after giving effect to
         any Hedging Obligations then in effect and (b) the average of what the
         applicable rates were (or would have been) as of the last day of each
         of the six months immediately preceding the Transaction Date; and

         (2) if interest on any Indebtedness actually incurred on the
         Transaction Date may optionally be determined at an interest rate based
         upon a factor of a prime or similar rate, a eurocurrency interbank
         offered rate or other rates, then the interest rate deemed to have been
         in effect during the Four-Quarter Period will be the average of (a) the
         rate of interest on this Indebtedness in effect on the Transaction Date
         after giving effect to any Hedging Obligations then in effect and (b)
         the average of what the applicable rates would have been as of the last
         day of each of the six months immediately preceding the Transaction
         Date.

                  "Consolidated Interest Expense" for any period means the sum,
without duplication, of the total interest expense of the Company and the
Restricted Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP and including without duplication,

         (1) interest components of all payments associated with Capitalized
         Lease Obligations and imputed interest with respect to Attributable
         Indebtedness,

         (2) commissions, discounts and other fees and charges owed with respect
         to letters of credit securing financial obligations, bankers'
         acceptance financing and receivables financings,

         (3) the net payments associated with Hedging Obligations,

         (4) amortization of debt issuance costs, debt discount or premium and
         other financing fees and expenses,

         (5) the interest component of any deferred payment obligations,

         (6) all other non-cash interest expense,

         (7) capitalized interest,

         (8) the product of (a) all dividend payments on any series of
         Disqualified Equity Interests of the Company or any Preferred Stock of
         any Restricted Subsidiary


<PAGE>
                                      -9-


         (other than any such Disqualified Equity Interests or any Preferred
         Stock held by the Company or a Wholly-Owned Restricted Subsidiary),
         multiplied by (b) a fraction, the numerator of which is one and the
         denominator of which is one minus the then current combined federal,
         state and local statutory tax rate of the Company and the Restricted
         Subsidiaries, expressed as a decimal,

         (9) all interest payable with respect to discontinued operations, and

         (10) all interest on any Indebtedness of any other Person guaranteed by
         the Company or any Restricted Subsidiary.

                  "Consolidated Net Income" for any period means the net income
(or loss) of the Company and the Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP; provided that there
shall be excluded from such net income (to the extent otherwise included
therein), without duplication:

         (1) the net income (or loss) of any Person (other than a Restricted
         Subsidiary) in which any Person other than the Company and the
         Restricted Subsidiaries has an ownership interest, except to the extent
         that cash in an amount equal to any such income has actually been
         received by the Company or any of the Restricted Subsidiaries during
         such period;

         (2) except to the extent includible in the consolidated net income of
         the Company pursuant to the foregoing clause (1), the net income (or
         loss) of any Person that accrued prior to the date that (a) such Person
         becomes a Restricted Subsidiary or is merged into or consolidated with
         the Company or any Restricted Subsidiary or (b) the assets of such
         Person are acquired by the Company or any Restricted Subsidiary;

         (3) the net income of any Restricted Subsidiary during such period to
         the extent that the declaration or payment of dividends or similar
         distributions by such Restricted Subsidiary of that income is not
         permitted, directly or indirectly by any means, by operation of the
         terms of its charter or any agreement, instrument, judgment, decree,
         order, statute, rule or governmental regulation applicable to that
         Subsidiary during such period, except that the Company's equity in a
         net loss of any such Restricted Subsidiary for such period shall be
         included in determining Consolidated Net Income;

         (4) for the purposes of calculating the Restricted Payments Basket
         only, in the case of a successor to the Company by consolidation,
         merger or transfer of its assets, any income (or loss) of the successor
         prior to such merger, consolidation or transfer of assets;


<PAGE>
                                      -10-


         (5) other than for purposes of calculating the Restricted Payments
         Basket, any gain (or loss), together with any related provisions for
         taxes on any such gain (or the tax effect of any such loss), realized
         during such period by the Company or any Restricted Subsidiary upon (a)
         the acquisition of any securities, or the extinguishment of any
         Indebtedness, of the Company or any Restricted Subsidiary or (b) any
         Asset Sale by the Company or any Restricted Subsidiary; and

         (6) other than for purposes of calculating the Restricted Payments
         Basket, any extraordinary gain (or extraordinary loss), together with
         any related provision for taxes on any such extraordinary gain (or the
         tax effect of any such extraordinary loss), realized by the Company or
         any Restricted Subsidiary during such period.

In addition, any return of capital with respect to an Investment that increased
the Restricted Payments Basket pursuant to Section 4.11(a)(3)(D) of this
Indenture or decreased the amount of Investments outstanding pursuant to clause
(12) or (13) of the definition of "Permitted Investments" shall be excluded from
Consolidated Net Income for purposes of calculating the Restricted Payments
Basket.

                  "Consolidated Net Tangible Assets" means, as of any date of
determination, the total assets, less goodwill and other intangibles (other than
patents, trademarks, copyrights, licenses and other intellectual property),
shown on the balance sheet of the Company and the Restricted Subsidiaries for
the most recently ended fiscal quarter for which financial statements are
available, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Net Worth" means, with respect to any Person as
of any date, the consolidated stockholders' equity of such Person, determined on
a consolidated basis in accordance with GAAP, less (without duplication) (1) any
amounts thereof attributable to Disqualified Equity Interests of such Person or
its Subsidiaries or any amount attributable to Unrestricted Subsidiaries and (2)
all write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within twelve
months after the acquisition of such business) subsequent to the Issue Date in
the book value of any asset owned by such Person or a Subsidiary of such Person.

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

                  "Coverage Ratio Exception" has the meaning set forth in the
proviso to Section 4.10(a) of this Indenture.

                  "Credit Agreement" means the Credit Agreement to be entered
into by and among the Company, as Borrower, Whitney National Bank, as arranger
and syndication agent,



<PAGE>
                                      -11-


and the other lenders named therein, including any notes, guarantees, collateral
and security documents, instruments and agreements executed in connection
therewith (other than Hedging Obligations related to the Indebtedness incurred
thereunder), and in each case as amended or refinanced from time to time,
including any agreement extending the maturity of, refinancing, replacing or
otherwise restructuring (including increasing the amount of borrowings or other
Indebtedness outstanding or available to be borrowed thereunder) all or any
portion of the Indebtedness under such agreement, and any successor or
replacement agreement or agreements with the same or any other agents, creditor,
lender or group of creditors or lenders.

                  "CUSIP number" means the alphanumeric designation assigned to
the Notes by Standard & Poor's Corporation, CUSIP Service Bureau.

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

                  "Default" means (1) any Event of Default or (2) any event, act
or condition that, after notice or the passage of time or both, would be an
Event of Default.

                  "Depositary" or "DTC" means The Depository Trust Company and
any successor to DTC in its capacity as depository for any Notes.

                  "Designation" has the meaning given to this term in Section
4.16 of this Indenture.

                  "Designation Amount" has the meaning given to this term in
Section 4.16 of this Indenture.

                  "Disqualified Equity Interests" of any Person means any Equity
Interests of such Person that, by their terms, or by the terms of any related
agreement or of any security into which they are convertible, puttable or
exchangeable, are, or upon the happening of any event or the passage of time
would be, required to be redeemed by such Person, whether or not at the option
of the holder thereof, or mature or are mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, in whole or in part, on or prior to the
date which is 91 days after the final maturity date of the Notes; provided,
however, that any class of Equity Interests of such Person that, by its terms,
authorizes such Person to satisfy in full its obligations upon maturity,
redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or
otherwise by the delivery of Equity Interests that are not Disqualified Equity
Interests, and that is not convertible, puttable or exchangeable for
Disqualified Equity Interests or Indebtedness, will not be deemed to be
Disqualified Equity Interests so long as such Person satisfies its obligations
with respect thereto solely by the delivery of Equity Interests that are not
Disqualified Equity Interests; provided, further, however, that any Equity
Interests that would not constitute Disqualified Equity Interests but for
provisions thereof giving holders thereof (or the holders



<PAGE>
                                      -12-


of any security into or for which such Equity Interests are convertible,
exchangeable or exercisable) the right to require the Company to redeem such
Equity Interests upon the occurrence of a change in control occurring prior to
the final maturity date of the Notes shall not constitute Disqualified Equity
Interests if the change in control provisions applicable to such Equity
Interests are no more favorable to such holders than the provisions described in
Section 4.08 of this Indenture and such Equity Interests specifically provide
that the Company will not redeem any such Equity Interests pursuant to such
provisions prior to the Company's purchase of the Notes as required pursuant to
Section 4.08 of this Indenture.

                  "Equity Interests" of any Person means (1) any and all shares
or other equity interests (including common stock, preferred stock, limited
liability company interests and partnership interests) in such Person and (2)
all rights to purchase, warrants or options (whether or not currently
exercisable), participations or other equivalents of or interests in (however
designated) such shares or other interests in such Person.

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

                  "Exchange Notes" means the 9 3/8% Senior Notes due 2009 to be
issued pursuant to this Indenture in connection with (i) a registration
statement pursuant to the Registration Rights Agreement or (ii) with respect to
Initial Notes issued under this Indenture from time to time after the Issue Date
pursuant to Section 2.16, 9 3/8% Senior Notes due 2009 issued pursuant to a
registration rights agreement substantially identical to the Registration Rights
Agreement, in each case substantially in the form of Exhibit A hereto.

                  "Fair Market Value" means, with respect to any asset, the
price (after taking into account any liabilities relating to such assets) 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, if such price is less than $1.0 million, or the Board of
Directors of the Company or a duly authorized committee thereof, if larger, as
evidenced by a resolution of such Board or committee.

                  "Foreign Subsidiary" means any Restricted Subsidiary of the
Company which (i) is not organized under the laws of (x) the United States or
any state thereof or (y) the District of Columbia and (ii) conducts
substantially all of its business operations outside the United States of
America.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant


<PAGE>
                                      -13-


segment of the accounting profession of the United States, as in effect on the
Issue Date.

                  "guarantee" means a direct or indirect guarantee (other than
by endorsement of negotiable instruments in the ordinary course of business) by
any Person of any Indebtedness of any other Person and includes any obligation,
direct or indirect, contingent or otherwise, of such Person: (1) to purchase or
pay (or advance or supply funds for the purchase or payment of) Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise); or (2)
entered into for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); "guarantee," when used as a verb, and
"guaranteed" have correlative meanings.

                  "Guarantors" means each Restricted Subsidiary of the Company
on the Issue Date, and each other Person that is required to become a Guarantor
by the terms of this Indenture after the Issue Date, in each case, until such
Person is released from its Note Guarantee.

                  "Hedging Obligations" of any Person means the obligations of
such Person pursuant to (1) any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement or other similar agreement or
arrangement designed to protect such Person against fluctuations in interest
rates, (2) agreements or arrangements designed to protect such Person against
fluctuations in foreign currency exchange rates in the conduct of its
operations, or (3) any forward contract, commodity swap agreement, commodity
option agreement or other similar agreement or arrangement designed to protect
such Person against fluctuations in commodity prices, in each case entered into
in the ordinary course of business for bona fide hedging purposes and not for
the purpose of speculation.

                  "Holder" means any registered holder, from time to time, of
the Notes.

                  "incur" means, with respect to any Indebtedness or Obligation,
incur, create, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to such Indebtedness
or Obligation; provided that (1) the Indebtedness of a Person existing at the
time such Person became a Restricted Subsidiary shall be deemed to have been
incurred by such Restricted Subsidiary and (2) neither the accrual of interest
nor the accretion of original issue discount shall be deemed to be an incurrence
of Indebtedness.

                  "Indebtedness" of any Person at any date means, without
duplication:

         (1) all liabilities, contingent or otherwise, of such Person for
         borrowed money (whether or not the recourse of the lender is to the
         whole of the assets of such Person or only to a portion thereof);


<PAGE>
                                      -14-


         (2) all obligations of such Person evidenced by bonds, debentures,
         notes or other similar instruments excluding trade payables and accrued
         expenses incurred by such Person in the ordinary course of business
         that are not more than 90 days overdue;

         (3) all obligations of such Person in respect of letters of credit or
         other similar instruments (or reimbursement obligations with respect
         thereto);

         (4) all obligations of such Person to pay the deferred and unpaid
         purchase price of property or services, except trade payables and
         accrued expenses incurred by such Person in the ordinary course of
         business;

         (5) the maximum fixed redemption or repurchase price of all
         Disqualified Equity Interests of such Person;

         (6) all Capitalized Lease Obligations of such Person;

         (7) all Indebtedness of others secured by a Lien on any asset of such
         Person, whether or not such Indebtedness is assumed by such Person;

         (8) all Indebtedness of others guaranteed by such Person to the extent
         of such guarantee; provided that Indebtedness of the Company or its
         Subsidiaries that is guaranteed by the Company or the Company's
         Subsidiaries shall only be counted once in the calculation of the
         amount of Indebtedness of the Company and its Subsidiaries on a
         consolidated basis;

         (9) all Attributable Indebtedness;

         (10) to the extent not otherwise included in this definition, Hedging
         Obligations of such Person; and

         (11) all obligations of such Person under conditional sale or other
         title retention agreements relating to assets purchased by such Person.

For purposes of calculating the amount of any non-interest-bearing or other
discount security, such Indebtedness shall be deemed to be the principal amount
thereof that would be shown on the balance sheet of the Company thereof dated
such date prepared in accordance with GAAP, but such security shall be deemed to
have been incurred only on the date of the original issuance thereof. The amount
of Indebtedness of any Person at any date shall be the outstanding balance at
such date of all unconditional obligations as described above, the maximum
liability of such Person for any such contingent obligations at such date and,
in the case of clause (7), the lesser of (a) the Fair Market Value of any asset
subject to a Lien securing the Indebtedness of others on the date that the Lien
attaches and (b) the amount of the Indebtedness secured.


<PAGE>
                                      -15-


For purposes of clause (5), the "maximum fixed redemption or repurchase price"
of any Disqualified Equity Interests that do not have a fixed redemption or
repurchase price shall be calculated in accordance with the terms of such
Disqualified Equity Interests as if such Disqualified Equity Interests were
redeemed or repurchased on any date on which an amount of Indebtedness
outstanding shall be required to be determined pursuant to this Indenture.

                  "Indenture" means this Indenture, as amended, supplemented or
otherwise modified from time to time, in accordance with the terms hereof.

                  "Independent Director" means a director of the Company who

         (1) is independent with respect to the transaction at issue;

         (2) does not have any material financial interest in the Company or any
         of its Affiliates (other than as a result of holding securities of the
         Company); and

         (3) has not and whose Affiliates or affiliated firm has not, at any
         time during the twelve months prior to the taking of any action
         hereunder, directly or indirectly, received, or entered into any
         understanding or agreement to receive, any compensation, payment or
         other benefit, of any type or form, from the Company or any of its
         Affiliates, other than customary directors' fees for serving on the
         Board of Directors of the Company or any Affiliate and reimbursement of
         out-of-pocket expenses for attendance at the Company's or Affiliate's
         board and board committee meetings.

                  "Independent Financial Advisor" means an accounting, appraisal
or investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Company's Board of Directors, qualified to perform
the task for which it has been engaged and disinterested and independent with
respect to the Company and its Affiliates.

                  "Initial Notes" means (i) $200,000,000 aggregate principal
amount of 9 3/8% Senior Notes due 2009 issued on the Issue Date, substantially
in the form of Exhibit A and containing the Securities Act Legend, and (ii)
Additional Notes, in each case substantially in the form of Exhibit A and
containing the Securities Act Legend for so long as such notes constitute
Restricted Notes.

                  "interest" means, with respect to the Notes, interest and
Liquidated Damages, if any, on the Notes.

                  "Investments" of any Person means:

         (1) all direct or indirect investments by such Person in any other
         Person in the form of loans, advances or capital contributions or other
         credit extensions constituting


<PAGE>
                                      -16-


         Indebtedness of such other Person, and any guarantee of Indebtedness of
         any other Person;

         (2) all purchases (or other acquisitions for consideration) by such
         Person of Indebtedness, Equity Interests or other securities of any
         other Person;

         (3) all other items that would be classified as investments on a
         balance sheet of such Person prepared in accordance with GAAP; and

         (4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any
Investment (other than an Investment made in cash) shall be the fair market
value thereof on the date such Investment is made. The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with Section 4.16 of this Indenture. If the Company or any Subsidiary sells or
otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
such that, after giving effect to any such sale or disposition, such Person is
no longer a Subsidiary, the Company shall be deemed to have made an Investment
on the date of any such sale or other disposition equal to the fair market value
of the Equity Interests of and all other Investments in such Subsidiary not sold
or disposed of, which amount shall be determined by the Board of Directors. The
acquisition by the Company or any Restricted Subsidiary of a Person that becomes
a Restricted Subsidiary and that holds an Investment in a third Person shall be
deemed to be an Investment by the Company or such Restricted Subsidiary in the
third Person in an amount equal to the Fair Market Value of the Investment held
by the acquired Person in the third Person. Notwithstanding the foregoing,
purchases or redemptions of Equity Interests of the Company shall be deemed not
to be Investments.

                  "Issue Date" means the date on which the Initial Notes
described in clause (i) of the definition thereof are originally issued.

                  "Lien" means, with respect to any asset, any mortgage, deed of
trust, lien (statutory or other), pledge, lease, easement, restriction,
covenant, charge, security interest or other encumbrance of any kind or nature
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, and any lease in the nature thereof, any option or other agreement to
sell granted as credit support for any Indebtedness and any filing of any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction (other than cautionary filings in respect of operating
leases).

                  "Liquidated Damages" has the meaning set forth in the
Registration Rights Agreement.


<PAGE>
                                      -17-


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

                  "Net Available Proceeds" means, with respect to any Asset
Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of

         (1) brokerage commissions and other fees and expenses (including fees
         and expenses of legal counsel, accountants and investment banks) of
         such Asset Sale;

         (2) provisions for taxes payable as a result of such Asset Sale (after
         taking into account any available tax credits or deductions and any tax
         sharing arrangements);

         (3) amounts required to be paid to any Person (other than the Company
         or any Restricted Subsidiary) owning a beneficial interest in the
         assets subject to the Asset Sale or having a Lien thereon;

         (4) payments of unassumed liabilities (not constituting Indebtedness)
         relating to the assets sold at the time of, or within 30 days after the
         date of, such Asset Sale; and

         (5) appropriate amounts to be provided by the Company or any Restricted
         Subsidiary, as the case may be, as a reserve required in accordance
         with GAAP against any liabilities associated with such Asset Sale and
         retained by the Company or any Restricted Subsidiary, as the case may
         be, after such Asset Sale, including pensions and other postemployment
         benefit liabilities, liabilities related to environmental matters and
         liabilities under any indemnification obligations associated with such
         Asset Sale, all as reflected in an Officers' Certificate delivered to
         the Trustee; provided, however, that any amounts remaining after
         adjustments, revaluations or liquidations of such reserves shall
         constitute Net Available Proceeds.

                  "Non-Recourse Debt" means Indebtedness of an Unrestricted
Subsidiary:

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

         (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 any holder of any other Indebtedness (other than the Notes) of the
         Company or any Restricted Subsidiary to declare a default on the other
         Indebtedness or cause the payment thereof to be accelerated or payable
         prior to its stated maturity; and


<PAGE>
                                      -18-


         (3) as to which the lenders have been notified in writing that they
         will not have any recourse to the Equity Interests or assets of the
         Company or any Restricted Subsidiary.

                  "Note Guarantees" means the guarantee of the Notes by the
Guarantors.

                  "Notes" means, collectively, the Initial Notes, the Private
Exchange Notes, if any, and the Unrestricted Notes. For purposes of this
Indenture, all Notes shall vote together as one series of Notes under this
Indenture.

                  "Obligation" means any principal, interest, penalties, fees,
indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.

                  "Offering Memorandum" means the offering memorandum related to
the sale of the Notes dated April 17, 2002.

                  "Officer" means any of the following of the Company: the
Chairman of the Board of Directors, the Chief Executive Officer, the Chief
Financial Officer, the President, any Vice President, the Treasurer or the
Secretary.

                  "Officers' Certificate" means a certificate signed by two
Officers.

                  "Opinion of Counsel" means a written opinion from legal
counsel of the Company who may be an employee of or counsel for the Company or
other counsel reasonably acceptable to the Trustee.

                  "Pari Passu Indebtedness" means any Indebtedness of the
Company or any Guarantor that ranks pari passu as to payment with the Notes or
the Note Guarantees, as applicable.

                  "Permitted Business" means the businesses engaged in by the
Company and its Subsidiaries on the Issue Date as described in the Offering
Memorandum and businesses that are reasonably related thereto or reasonable
extensions thereof.

                  "Permitted Holder" means (i) Al Gonsoulin and his spouse and
lineal descendants, their respective estates or legal representatives, (ii)
trusts created for the benefit of such Persons, and (iii) entities 80% or more
of the Voting Stock of which is directly or indirectly owned by any of the
preceding Persons.


<PAGE>
                                      -19-


                  "Permitted Investment" means:

         (1) Investments by the Company or any Restricted Subsidiary in (a) any
         Restricted Subsidiary or (b) any Person that is or will become
         immediately after such Investment a Restricted Subsidiary or that will
         merge or consolidate into the Company or a Restricted Subsidiary;

         (2) Investments in the Company by any Restricted Subsidiary;

         (3) loans and advances to directors, employees and officers of the
         Company and the Restricted Subsidiaries for bona fide business purposes
         and to purchase Equity Interests of the Company not in excess of $3.0
         million at any one time outstanding;

         (4) Hedging Obligations incurred pursuant to Section 4.10(b)(4) of this
         Indenture;

         (5) Cash Equivalents;

         (6) receivables owing to the Company or any Restricted Subsidiary if
         created or acquired in the ordinary course of business and payable or
         dischargeable in accordance with customary trade terms; provided,
         however, that such trade terms may include such concessionary trade
         terms as the Company or any such Restricted Subsidiary deems reasonable
         under the circumstances;

         (7) Investments in securities of trade creditors or customers received
         pursuant to any plan of reorganization or similar arrangement upon the
         bankruptcy or insolvency of such trade creditors or customers;

         (8) Investments made by the Company or any Restricted Subsidiary as a
         result of consideration received in connection with an Asset Sale made
         in compliance with Section 4.15 of this Indenture;

         (9) Investments in prepaid expenses, negotiable instruments held for
         collection or deposit and lease, utility and workers compensation,
         performance and similar deposits entered into in the ordinary course of
         business;

         (10) Investments made by the Company or a Restricted Subsidiary for
         consideration consisting only of Qualified Equity Interests of the
         Company;

         (11) stock, obligations or securities received in settlement of debts
         created in the ordinary course of business and owing to the Company or
         any Restricted Subsidiary or in satisfaction of judgments;


<PAGE>
                                      -20-


         (12) Investments in international joint ventures in an aggregate amount
         not to exceed $15.0 million at any one time outstanding (with each
         investment being valued as of the date made and without regard to
         subsequent changes in value); and

         (13) other Investments in an aggregate amount not to exceed $15.0
         million at any one time outstanding (with each Investment being valued
         as of the date made and without regard to subsequent changes in value).

                  The amount of Investments outstanding at any time pursuant to
clause (12) or (13) above shall be deemed to be reduced:

                  (a) upon the disposition or repayment of or return on any
         Investment made pursuant to clause (12) or (13) above, by an amount
         equal to the return of capital with respect to such Investment to the
         Company or any Restricted Subsidiary (to the extent not included in the
         computation of Consolidated Net Income), less the cost of the
         disposition of such Investment and net of taxes; and

                  (b) upon a Redesignation of an Unrestricted Subsidiary as a
         Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair
         Market Value of the Company's proportionate interest in such Subsidiary
         immediately following such Redesignation, and (y) the aggregate amount
         of Investments in such Subsidiary that increased (and did not
         previously decrease) the amount of Investments outstanding pursuant to
         clause (12) or (13) above.

                  "Permitted Liens" means the following types of Liens:

         (1) Liens for taxes, assessments or governmental charges or claims
         either (a) not delinquent or (b) contested in good faith by appropriate
         proceedings and as to which the Company or the Restricted Subsidiaries
         shall have set aside on its books such reserves as may be required
         pursuant to GAAP;

         (2) statutory Liens of landlords and Liens of carriers, warehousemen,
         mechanics, suppliers, materialmen, repairmen and other Liens imposed by
         law incurred in the ordinary course of business for sums not yet
         delinquent or being contested in good faith, if such reserve or other
         appropriate provision, if any, as shall be required by GAAP shall have
         been made in respect thereof;

         (3) Liens incurred or deposits made in the ordinary course of business
         in connection with workers' compensation, unemployment insurance and
         other types of social security, or to secure the performance of
         tenders, statutory obligations, surety and appeal bonds, bids, leases,
         government contracts, performance and return-of-money bonds and other
         similar obligations (exclusive of obligations for the payment of
         borrowed money);


<PAGE>
                                      -21-


         (4) Liens upon specific items of inventory or other goods and proceeds
         of any Person securing such Person's obligations in respect of bankers'
         acceptances issued or created for the account of such Person to
         facilitate the purchase, shipment or storage of such inventory or other
         goods;

         (5) judgment Liens not giving rise to a Default so long as such Liens
         are adequately bonded and any appropriate legal proceedings which may
         have been duly initiated for the review of such judgment have not been
         finally terminated or the period within which the proceedings may be
         initiated has not expired;

         (6) easements, rights-of-way, zoning restrictions and other similar
         charges, restrictions or encumbrances in respect of real property or
         immaterial imperfections of title which do not, in the aggregate,
         impair in any material respect the ordinary conduct of the business of
         the Company and the Restricted Subsidiaries taken as a whole;

         (7) Liens securing reimbursement obligations with respect to commercial
         letters of credit which encumber documents and other assets relating to
         such letters of credit and products and proceeds thereof;

         (8) Liens encumbering deposits made to secure obligations arising from
         statutory, regulatory, contractual or warranty requirements of the
         Company or any Restricted Subsidiary, including rights of offset and
         setoff;

         (9) bankers' Liens, rights of setoff and other similar Liens existing
         solely with respect to cash and Cash Equivalents on deposit in one or
         more of accounts maintained by the Company or any Restricted
         Subsidiary, in each case granted in the ordinary course of business in
         favor of the bank or banks with which such accounts are maintained,
         securing amounts owing to such bank with respect to cash management and
         operating account arrangements, including those involving pooled
         accounts and netting arrangements; provided that in no case shall any
         such Liens secure (either directly or indirectly) the repayment of any
         Indebtedness;

         (10) leases or subleases granted to others that do not materially
         interfere with the ordinary course of business of the Company or any
         Restricted Subsidiary;

         (11) Liens arising from filing Uniform Commercial Code financing
         statements regarding leases;

         (12) Liens securing all of the Notes and Liens securing any Note
         Guarantee;

         (13) Liens existing on the Issue Date securing Indebtedness outstanding
         on the Issue Date;


<PAGE>
                                      -22-


         (14) Liens in favor of the Company or a Guarantor;

         (15) Liens securing Indebtedness under a Credit Agreement in an
         aggregate principal amount not to exceed the greater of (a) $50.0
         million and (b) 80% of the book value of accounts receivable plus 50%
         of the book value of inventory of the Company and the Restricted
         Subsidiaries, calculated on a consolidated basis and in accordance with
         GAAP;

         (16) Liens securing Purchase Money Indebtedness;

         (17) Liens securing Acquired Indebtedness permitted to be incurred
         under this Indenture; provided that the Liens do not extend to assets
         not subject to such Lien at the time of acquisition (other than
         improvements and accessions thereto and proceeds thereof);

         (18) Liens on assets of a Person existing at the time such Person is
         acquired or merged with or into or consolidated with the Company or any
         such Restricted Subsidiary (and not created in anticipation or
         contemplation thereof);

         (19) Liens securing Indebtedness of the Company and the Restricted
         Subsidiaries in an aggregate principal amount that, together with
         Indebtedness secured by Liens incurred pursuant to clause (15) of this
         definition, does not exceed 15% of Consolidated Net Tangible Assets;

         (20) Liens to secure Refinancing Indebtedness of Indebtedness secured
         by Liens referred to in the foregoing clauses (13), (15), (16) and
         (17); provided that in each case such Liens do not extend to any
         additional assets (other than improvements or accessions thereto and
         replacements or proceeds thereof);

         (21) Liens to secure Attributable Indebtedness and/or that are
         permitted to be incurred pursuant to Section 4.20 of this Indenture;
         provided that any such Lien shall not extend to or cover any assets of
         the Company or any Restricted Subsidiary other than the assets which
         are the subject of the Sale and Leaseback Transaction in which the
         Attributable Indebtedness is incurred; and

         (22) Liens incurred in the ordinary course of business of the Company
         or any Restricted Subsidiary with respect to obligations (other than
         Indebtedness) that do not in the aggregate exceed $10.0 million at any
         one time outstanding.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, incorporated or unincorporated
association, joint-stock company, trust,


<PAGE>
                                      -23-


unincorporated organization or government or other agency or political
subdivision thereof or other entity of any kind.

                  "Plan of Liquidation" with respect to any Person, means a plan
that provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (1) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (2) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition of all
or substantially all of the remaining assets of such Person to holders of Equity
Interests of such Person.

                  "Preferred Stock" means, with respect to any Person, any and
all preferred or preference stock or other equity interests (however designated)
of such Person whether now outstanding or issued after the Issue Date.

                  "Private Exchange" has the meaning set forth in the
Registration Rights Agreement.

                  "Private Exchange Notes" has the meaning set forth in the
Registration Rights Agreement.

                  "Purchase Money Indebtedness" means Indebtedness, including
Capitalized Lease Obligations, of the Company or any Restricted Subsidiary
incurred for the purpose of financing all or any part of the purchase price of
property, plant or equipment used in the business of the Company or any
Restricted Subsidiary or the cost of installation, construction or improvement
thereof; provided, however, that (1) the amount of such Indebtedness shall not
exceed such purchase price or cost, (2) such Indebtedness shall not be secured
by any asset other than the specified asset being financed or, in the case of
real property, fixtures or helicopters, additions and improvements thereto, the
real property to which such asset is attached and the proceeds thereof and (3)
such Indebtedness shall be incurred within 90 days after such acquisition of
such asset by the Company or such Restricted Subsidiary or such installation,
construction or improvement.

                  "Qualified Equity Interests" means Equity Interests of the
Company other than Disqualified Equity Interests; provided that such Equity
Interests shall not be deemed Qualified Equity Interests to the extent sold or
owed to a Subsidiary of the Company or financed, directly or indirectly, using
funds (1) borrowed from the Company or any Subsidiary of the Company until and
to the extent such borrowing is repaid or (2) contributed, extended, guaranteed
or advanced by the Company or any Subsidiary of the Company (including, without
limitation, in respect of any employee stock ownership or benefit plan).


<PAGE>
                                      -24-


                  "Qualified Equity Offering" means the issuance and sale of
Qualified Equity Interests of the Company to Persons other than any Permitted
Holder or any other Person who is not, prior to such issuance and sale, an
Affiliate of the Company.

                  "redeem" means to redeem, repurchase, purchase, defease,
retire, discharge or otherwise acquire or retire for value; and "redemption"
shall have a correlative meaning; provided that this definition shall not apply
for purposes of paragraph 6 of the Notes.

                  "Redesignation" has the meaning given to such term in Section
4.16 of this Indenture.

                  "refinance" means to refinance, repay, prepay, replace, renew
or refund.

                  "Refinancing Indebtedness" means Indebtedness of the Company
or a Restricted Subsidiary issued in exchange for, or the proceeds from the
issuance and sale or disbursement of which are used substantially concurrently
to redeem or refinance in whole or in part, any Indebtedness of the Company or
any Restricted Subsidiary (the "Refinanced Indebtedness") in a principal amount
not in excess of the principal amount (or accreted value, if applicable) of the
Refinanced Indebtedness so repaid or refinanced (or, if such Refinancing
Indebtedness refinances Indebtedness under a revolving credit facility or other
agreement providing a commitment for subsequent borrowings, with a maximum
commitment not to exceed the maximum commitment under such revolving credit
facility or other agreement) (plus the amount of necessary fees and expenses
incurred in connection therewith and any premiums paid on the Indebtedness so
refinanced or refunded); provided that:

         (1) the Refinancing Indebtedness is the obligation of the Company or
         same Restricted Subsidiary as that of the Refinanced Indebtedness;

         (2) if the Refinanced Indebtedness was subordinated to or pari passu
         with the Notes or the Note Guarantees, as the case may be, then such
         Refinancing Indebtedness, by its terms, is expressly pari passu with
         (in the case of Refinanced Indebtedness that was pari passu with) or
         subordinate in right of payment to (in the case of Refinanced
         Indebtedness that was subordinated to) the Notes or the Note
         Guarantees, as the case may be, at least to the same extent as the
         Refinanced Indebtedness;

         (3) the Refinancing Indebtedness is scheduled to mature either (a) no
         earlier than the Refinanced Indebtedness being repaid or amended or (b)
         after the maturity date of the Notes; and

         (4) the portion, if any, of the Refinancing Indebtedness that is
         scheduled to mature on or prior to the maturity date of the Notes has a
         Weighted Average Life to Maturity at the time such Refinancing
         Indebtedness is incurred that is equal to or


<PAGE>
                                      -25-


         greater than the Weighted Average Life to Maturity of the portion of
         the Refinanced Indebtedness being repaid that is scheduled to mature on
         or prior to the maturity date of the Notes.

                  "Registration Rights Agreement" means (i) with respect to the
Initial Notes issued on the Issue Date, the Registration Rights Agreement, dated
as of the date hereof, among the Company, the Guarantors, UBS Warburg LLC and
Deutsche Bank Securities, Inc. and (ii) with respect to each issuance of
Additional Notes in a transaction exempt from the registration requirements of
the Securities Act, the registration rights agreement among the Company, the
Guarantors and the Persons purchasing the Additional Notes.

                  "Related Person" 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 specified Person means the
power to direct or cause the direction of the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

                  "Restricted Certificated Registered Note" means a Certificated
Registered Note bearing the Securities Act Legend issued in registered form
without coupons in a principal amount of $1,000 or integral multiples thereof.

                  "Restricted Global Notes" means the Global Note(s) bearing the
Securities Act Legend issued in registered form without coupons in a principal
amount of $1,000 or integral multiples thereof.

                  "Restricted Notes" means the Restricted Certificated
Registered Notes and the Restricted Global Note(s).

                  "Restricted Payment" means any of the following:

         (1) the declaration or payment of any dividend or any other
         distribution on Equity Interests of the Company or any Restricted
         Subsidiary or any payment made to the direct or indirect holders (in
         their capacities as such) of Equity Interests of the Company or any
         Restricted Subsidiary, including, without limitation, any payment in
         connection with any merger or consolidation involving the Company but
         excluding (a) dividends or distributions payable solely in Qualified
         Equity Interests and (b) in the case of Restricted Subsidiaries,
         dividends or distributions payable to the Company or to a Restricted
         Subsidiary and pro rata dividends or distributions payable to minority
         stockholders of any Restricted Subsidiary;


<PAGE>
                                      -26-


         (2) the redemption of any Equity Interests of the Company or any
         Restricted Subsidiary, including, without limitation, any payment in
         connection with any merger or consolidation involving the Company but
         excluding any such Equity Interests held by the Company or any
         Restricted Subsidiary;

         (3) any Investment other than a Permitted Investment; or

         (4) any redemption prior to the scheduled maturity or prior to any
         scheduled repayment of principal or sinking fund payment, as the case
         may be, in respect of Subordinated Indebtedness.

                  "Restricted Payments Basket" has the meaning given to such
term in Section 4.11(a)(3) of this Indenture.

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

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

                  "Sale and Leaseback Transactions" means with respect to any
Person an arrangement with any bank, insurance company or other lender or
investor or to which such lender or investor is a party providing for the
leasing by such Person of any asset of such Person which has been or is being
sold or transferred by such Person to such lender or investor or to any Person
to whom funds have been or are to be advanced by such lender or investor on the
security of such asset.

                  "SEC" means the U. S. Securities and Exchange Commission.

                  "Secretary's Certificate" means a certificate signed by the
Secretary or an Assistant Secretary of the Company.

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

                  "Significant Subsidiary" means (1) any Restricted Subsidiary
that would be a "significant subsidiary" as defined in Regulation S-X
promulgated pursuant to the Securities Act as such Regulation is in effect on
the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all
other Restricted Subsidiaries that are not otherwise Significant Subsidiaries
and as to which any event described in Section 6.01 (7) or (8) of this Indenture
has occurred and is continuing, would constitute a Significant Subsidiary under
clause (1) of this definition.


<PAGE>
                                      -27-


                  "Subordinated Indebtedness" means Indebtedness of the Company
or any Restricted Subsidiary that is subordinated in right of payment to the
Notes or the Note Guarantees, respectively.

                  "Subsidiary" means, with respect to any Person:

         (1) any corporation, limited liability company, association or other
         business entity of which more than 50% of the total voting power of the
         Equity Interests entitled (without regard to the occurrence of any
         contingency) to vote in the election of the Board of Directors thereof
         are 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

         (2) any partnership (a) the sole general partner or the managing
         general partner of which is such Person or a Subsidiary of such Person
         or (b) the only general partners of which are such Person or of one or
         more Subsidiaries of such Person (or any combination thereof).

         Unless otherwise specified, "Subsidiary" refers to a Subsidiary of the
Company.

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

                  "Trust Officer" means any officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it and thereafter means the successor.

                  "Unrestricted Certificated Registered Note" means a
Certificated Registered Note not bearing the Securities Act Legend issued in
registered form without coupons in a principal amount of $1,000 or integral
multiples thereof, including, without limitation, the Exchange Notes.

                  "Unrestricted Global Note" means one or more Global Note(s)
not bearing the Securities Act Legend issued in registered form without interest
coupons in a principal amount of $1,000 or integral multiples thereof, and
deposited with the Depository, including, without limitation, the Exchange
Notes.

                  "Unrestricted Notes" means the Unrestricted Global Notes and
the Unrestricted Certificated Registered Notes.


<PAGE>
                                      -28-


                  "Unrestricted Subsidiary" means (1) any Subsidiary that at the
time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors of the Company in accordance with Section 4.16 of this
Indenture (2) any Subsidiary of an Unrestricted Subsidiary and (3) the
Subsidiaries noted in Schedule II hereto.

                  "U.S. Government Obligations" means direct non-callable
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.

                  "Voting Stock" with respect to any Person, means securities of
any class of Equity Interests of such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock or other
relevant equity interest has voting power by reason of any contingency) to vote
in the election of members of the Board of Directors of such Person.

                  "Weighted Average Life to Maturity" when applied to any
Indebtedness at any date, means 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 payment
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" means a Restricted
Subsidiary of which 100% of the Equity Interests (except for directors'
qualifying shares or certain minority interests owned by other Persons solely
due to local law requirements that there be more than one stockholder, but which
interest is not in excess of what is required for such purpose) are owned
directly by the Company or through one or more Wholly-Owned Restricted
Subsidiaries.

         Section 1.02. Other Definitions.

<Table>
<Caption>

                                                                                                   Defined in
Term                                                                                               Section(s)
----                                                                                               ----------

<S>                                                                                                <C>
"Affiliate Transaction".................................................................             4.14
"Agent Members".........................................................................             2.01
"Authenticating Agent"..................................................................             2.02
"Certificated Note".....................................................................             2.01
"Change of Control Offer"...............................................................             4.08
"Change of Control Purchase Price"......................................................             4.08
"Clearstream"...........................................................................             2.01
"Coverage Ratio Exception"..............................................................             4.10
</Table>


<PAGE>
                                      -29-

<Table>
<Caption>

                                                                                                   Defined in
Term                                                                                               Section(s)
----                                                                                               ----------

<S>                                                                                                <C>
"Covenant Defeasance"...................................................................             8.03
"DTC"...................................................................................             2.01
"Euroclear".............................................................................             2.01
"Event of Default"......................................................................             6.01
"Excess Proceeds".......................................................................             4.15
"Global Legend".........................................................................             2.01
"Global Notes"..........................................................................             2.01
"Global Note Holder"....................................................................             2.01
"Institutional Accredited Investor".....................................................             2.01
"Legal Defeasance"......................................................................             8.02
"Legal Holiday".........................................................................            11.07
"Net Proceeds Deficiency"...............................................................             4.15
"Net Proceeds Offer"....................................................................             4.15
"Offered Price".........................................................................             4.15
"Offshore Notes Exchange Date"..........................................................             2.01
"Pari Passu Indebtedness Price".........................................................             4.15
"Paying Agent"..........................................................................             2.03
"Payment Amount"........................................................................             4.15
"Permitted Indebtedness"................................................................             4.10
"Qualified Institutional Buyer".........................................................             2.01
"Redesignation".........................................................................             4.16
"Register"..............................................................................             2.03
"Registrar".............................................................................             2.03
"Regulation S Global Notes".............................................................             2.01
"Regulation S Permanent Global Note"....................................................             2.01
"Regulation S Temporary Global Note"....................................................             2.01
"Restricted Global Note"................................................................             2.01
"Restricted Payments Basket"............................................................             4.11
"Securities Act Legend".................................................................             2.01
"Successor".............................................................................             5.01
</Table>


         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.


<PAGE>
                                      -30-


                  The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the Notes means the Company. All other terms used
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 by such definitions.

         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) "including" means including, without limitation;

                  (6) provisions apply to successive events and transactions;
         and

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



<PAGE>
                                      -31-


                                    ARTICLE 2

                                    THE NOTES

         Section 2.01. Form and Dating.

                  (a) Form Generally.

                  (i) Notes offered and sold in reliance on Rule 144A
promulgated under the Securities Act shall be issued initially in the form of
one or more permanent global Notes (each a "Restricted Global Note"), registered
in the name of the Depositary or its nominee, substantially in the form of
Exhibit A, deposited with the Trustee, as custodian for the Depository or its
nominee, duly executed by the Company and authenticated by the Trustee as herein
provided. The aggregate principal amount of the Restricted Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

                  (ii) Notes offered and sold in offshore transactions in
reliance on Regulation S promulgated under the Securities Act shall be issued
initially in the form of one or more temporary global Notes, registered in the
name of the global note holder for the account of the Depositary or its nominee
(the "Global Note Holder"), substantially in the form of Exhibit A (the
"Regulation S Temporary Global Notes"), deposited with the Trustee, as custodian
for the Depositary or its nominee, duly executed by the Company and
authenticated by the Trustee as provided herein. Thereafter, following receipt
by the trust administrator responsible for administering this Indenture of an
Officer's Certificate of the Company to such effect, at any time on or after the
date which is 40 days after the Issue Date (the "Offshore Notes Exchange Date"),
the Trustee shall exchange the outstanding principal amount of Notes represented
by the Regulation S Temporary Global Notes for one or more permanent global
Notes registered in the name of the Depositary or its nominee, substantially in
the form hereinabove recited without the Securities Act Legend (as defined
below) (the "Regulation S Permanent Global Notes" and together with the
Regulation S Temporary Global Notes, the "Regulation S Global Notes") duly
executed by the Company and authenticated by the Trustee as provided herein. In
connection with such exchange, the Trustee shall hold the Regulation S Permanent
Global Notes as custodian for the Depositary or its nominee, reflect on its
books and records the date of such exchange and cancel the Regulation S
Temporary Global Notes. Restricted Global Notes and Regulation S Global Notes
are sometimes referred to herein as the "Global Notes." The aggregate principal
amount of Regulation S Global Notes may from time to time be increased


<PAGE>
                                      -32-


or decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

                  (iii) Following the original issuance of Notes, Notes offered
and sold to an institutional "accredited investor" (within the meaning of Rule
501(a) (1), (2), (3) or (7) of Regulation D promulgated under the Securities Act
and which is not a Qualified Institutional Buyer (as defined below), an
"Institutional Accredited Investor") shall be issued in the form of one or more
physical certificated notes (each a "Certificated Note") registered in the name
of the purchaser thereof. Certificated Notes may only be issued in the
circumstances described in subparagraph (c)(ii) and paragraph (d) below.

                  (b) Restrictive Legends.

                  (i) Each Restricted Global Note, each Regulation S Global Note
and each Certificated Note shall bear the following legend (the "Securities Act
Legend") on the face thereof until the provisions of paragraph (d)(ii) or
(d)(iii) relating to the removal of such legend are complied with:

         "THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
         IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
         STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
         THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
         TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
         EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY 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 OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF
         THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF PETROLEUM
         HELICOPTERS, INC. (THE "COMPANY") THAT (A) SUCH NOTE MAY BE RESOLD,
         PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO THE
         SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN
         A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
         SECURITIES ACT, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
         144 OF THE SECURITIES ACT, (c) OUTSIDE



<PAGE>
                                      -33-


         THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
         SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, PROVIDED THAT IN THE
         CASE OF A TRANSFER PURSUANT TO CLAUSE (d) SUCH TRANSFER IS SUBJECT TO
         THE RECEIPT BY THE REGISTRAR (AND THE COMPANY, IF IT SO REQUESTS) OF A
         CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT
         THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (ii) TO
         THE COMPANY OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
         APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
         OTHER APPLICABLE JURISDICTION AND THE INDENTURE GOVERNING THE NOTES AND
         (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
         ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE
         RESTRICTIONS SET FORTH IN (A) ABOVE."

                 (ii) Each Global Note shall bear the following legends (the
"Global Legend") on the face thereof:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK),
         A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
         IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
         MADE TO CEDE & CO. OR 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 SINCE THE
         REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
         OR A NOMINEE OF A DEPOSITARY.


<PAGE>
                                      -34-


         THIS GLOBAL NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
         PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
         (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A
         NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
         DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
         EXCEPT IN SUCH LIMITED CIRCUMSTANCES."

                  The Notes may have such other notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note shall be
dated the date of its authentication.

                  (c) Book Entry Provisions for Global Notes.

                  (i) Each Restricted Global Note initially shall (i) be
registered in the name of a nominee of the Depositary and (ii) bear legends as
set forth in paragraph (b) above. Each Regulation S Temporary Global Note
initially shall (i) be registered in the name of a nominee of the Depositary for
the accounts of Euroclear Bank, S.A./N.V., as operator of the Euroclear System
("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream"), (ii) be
delivered to the Trustee as custodian on behalf of the Depositary and (iii) bear
legends as set forth in paragraph (b) above. Each Regulation S Permanent Global
Note initially shall (i) be registered in the name of a nominee of the
Depositary, (ii) be delivered to the Trustee as custodian on behalf of the
Depositary and (iii) bear the legend as set forth in subparagraph (b)(ii) above.
Prior to the Offshore Notes Exchange Date, interests in the Regulation S
Temporary Global Notes may only be held through Euroclear and Clearstream.
Following the Offshore Notes Exchange Date, interests in the Regulation S
Permanent Global Note may be held by any member of, or participants in, the
Depositary ("Agent Members").

                  Agent Members shall have no rights under this Indenture with
respect to any Global Note held on their behalf by the Depositary, or the
Trustee as its custodian, or under the Global Note, and the Depositary may be
treated by the Company, the Trustee and any agent of any of them as the absolute
owner of such Global Note for all purposes whatsoever including, without
limitation, the giving of notices and action upon instructions. Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of any of them from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Global Note.

                 (ii) Except as provided in paragraph (c)(iv), transfers of a
Global Note shall be limited to transfers of such Global Note in whole, but not
in part, to the Depositary, its successors


<PAGE>
                                      -35-


or their respective nominees. Certificated Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in any Restricted
Global Note or Regulation S Global Note, respectively, if (i) the DTC notifies
the Company that DTC is unwilling or unable to continue as Depositary for such
Restricted Global Note or Regulation S Global Note, as the case may be, and a
successor depository is not appointed by the Company within 90 days of such
notice or (ii) the Company, in its sole discretion, shall so request.

                  (iii) Any beneficial interest in one of the Global Notes that
is transferred to a Person who takes delivery in the form of an interest in
another Global Note will, upon transfer, cease to be an interest in such Global
Note previously held and become an interest in the other Global Note and,
accordingly, will thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to beneficial interests in such other Global
Note for as long as it remains such an interest.

                  (iv) In connection with the transfer of an entire Restricted
Global Note or Regulation S Global Note to beneficial owners pursuant to the
second sentence of subparagraph (ii) of this paragraph, the Restricted Global
Note or Regulation S Global Note, as the case may be, shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depositary in exchange for its beneficial interest, as notified by the
Depositary, in such Restricted Global Note or Regulation S Global Note, as the
case may be, an equal aggregate principal amount of Certificated Notes of
authorized denominations.

                  (v) Any Certificated Note delivered in exchange for an
interest in a Restricted Global Note pursuant to subparagraph (ii) or (iv) of
this paragraph (c) shall, except as otherwise provided by paragraph (d)(iii),
bear the Securities Act Legend.

                  (d) Special Definitive Provisions. Unless and until the
Securities Act Legend is removed from a Certificated Note or Global Note
pursuant to subparagraph (iii) below (including as a result of an exchange
completed on the Offshore Notes Exchange Date pursuant to paragraph (a)(ii)
above), the following additional provisions shall apply to the proposed
transfer, exchange or replacement of Certificated Notes:

                    (i) The following provisions shall apply with respect to the
         registration of any proposed transfer of a Note (or interest in a
         Global Note) to any Institutional Accredited Investor which is not a
         Qualified Institutional Buyer (within the meaning of Rule 144A under
         the Securities Act, a "Qualified Institutional Buyer") or to a Non-U.S.
         Person (as defined in Regulation S):

                           (A) The Registrar shall register the transfer of any
                  Certificated Note containing the Securities Act Legend or any
                  interest in a Restricted Global Note if (x) the requested
                  transfer is after the time period referred to in Rule



<PAGE>
                                      -36-


                  144(k) under the Securities Act as in effect with respect to
                  such transfer or (y) the proposed transferee (excluding
                  Non-U.S. Persons) has delivered to the Registrar a certificate
                  substantially in the form of Exhibit C-1 hereto or if the
                  transferee is a Non-U.S. Person, the proposed transferor has
                  delivered to the Registrar a certificate substantially in the
                  form of Exhibit C-2 hereto.

                           (B) If the proposed transferor is an Agent Member
                  holding a beneficial interest in a Restricted Global Note and
                  the proposed transferee is an Institutional Accredited
                  Investor which is not a Qualified Institutional Buyer, upon
                  receipt by the Depositary and Registrar of (x) the documents
                  required by subparagraph (d)(i)(A) above (if such transfer is
                  pursuant to clause (y) of subparagraph (d)(i)(A) above) and
                  (y) instructions given in accordance with the Registrar's
                  procedures, the Registrar shall reflect on its books and
                  records the date of such transfer and a decrease in the
                  principal amount of such Restricted Global Note in an amount
                  equal to the principal amount of the beneficial interest in
                  such Restricted Global Note to be transferred and the Company
                  shall execute, and the Trustee shall authenticate and deliver,
                  one or more Certificated Notes of like tenor and amount.

                   (ii) The following provisions shall apply with respect to the
         registration of any proposed transfer of a Note (or interest in a
         Global Note) to a Qualified Institutional Buyer:

                           (A) The Registrar shall register the transfer of any
                  Certificated Note containing the Securities Act Legend if (x)
                  the requested transfer is after the time period referred to in
                  Rule 144(k) under the Securities Act as in effect with respect
                  to such transfer or (y) such transfer is being made by a
                  proposed transferor who has checked the box provided for on
                  the form of Note stating, or has otherwise advised the Company
                  and the Registrar in writing, that the sale has been made in
                  compliance with the provisions of Rule 144A to a transferee
                  who has signed the certification provided for on the form of
                  Note stating, or has otherwise advised the Company and the
                  Registrar in writing, that it is purchasing the 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, and is aware that the sale to it is being made in
                  reliance on Rule 144A and the transferor is relying upon its
                  foregoing representations in order to claim the exemption from
                  registration provided by Rule 144A.

                           (B) If the Note to be transferred is a Certificated
                  Note containing the Securities Act Legend and the proposed
                  transferee is an Agent Member holding



<PAGE>
                                      -37-



                  such interest on behalf of a Qualified Institutional Buyer,
                  upon receipt by the Registrar of (x) the documents referred to
                  in subparagraph (d)(i)(A) above (if such transfer is pursuant
                  to clause (y) of subparagraph (d)(i)(A) above) and (y)
                  instructions given in accordance with the Registrar's
                  procedures, the Registrar shall reflect on its books and
                  records the date of such transfer and an increase in the
                  principal amount of the Restricted Global Note in an amount
                  equal to the principal amount of the Certificated Note to be
                  transferred and the Trustee shall cancel the Certificated Note
                  so transferred.

                  (iii) Upon the registration of transfer, exchange or
         replacement of Notes bearing the Securities Act Legend, the Registrar
         shall deliver only Notes that bear the Securities Act Legend unless (x)
         the requested transfer, exchange or replacement (A) is after the time
         period referred to in Rule 144(k) under the Securities Act as in effect
         with respect to such transfer, exchange or replacement or (B) is made
         under the circumstances contemplated by paragraph (a)(ii) of this
         Section 2.01 or (y) is delivered to the Registrar an Opinion of Counsel
         reasonably satisfactory to the Company to the effect that neither such
         legend nor the related restrictions on transfer are required in order
         to maintain compliance with the provisions of the Securities Act. Upon
         the registration of transfer, exchange or replacement of Notes not
         bearing the Securities Act Legend, the Registrar shall deliver Notes
         that do not bear the Securities Act Legend.

                   (iv) By its acceptance of any Note bearing the Securities Act
         Legend, each Holder of such a Note acknowledges the restrictions on
         transfer of such Note set forth herein and in the Securities Act Legend
         and agrees that it will transfer such Note only as provided herein. The
         Registrar shall not register a transfer of any Note unless such
         transfer complies with the restrictions on transfer of such Note set
         forth herein. In connection with any transfer of Notes, each Holder
         agrees by its acceptance of the Notes to furnish the Registrar or the
         Company such certifications, legal opinions or other information as
         either of them may reasonably require to confirm that such transfer is
         being made pursuant to an exemption from, or a transaction not subject
         to, the registration requirements of the Securities Act; provided that
         the Registrar shall not be required to determine (but may rely on a
         determination made by the Company with respect to) the sufficiency of
         any such certifications, legal opinions or other information. The
         Registrar shall retain copies of all letters, notices and other written
         communications received pursuant to this paragraph (d) in accordance
         with its customary procedures. The Company shall have the right to
         inspect and make copies of all such letters, notices or other written
         communications at any reasonable time upon the giving of reasonable
         written notice to the Registrar.


<PAGE>
                                      -38-


         Section 2.02. Execution and Authentication.

                  The Notes shall be executed by an Officer or any authorized
signatory as identified in an Officers' Certificate (pursuant to a power of
attorney or other similar instrument). The signature of any such Officer (or
authorized signatory) on the Notes shall be by manual or facsimile signature in
the name and on behalf of the Company.

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

                  A Note shall not be valid until the Trustee or authenticating
agent manually signs the certificate of authentication on the Note. The
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture. The Notes shall be dated the date of their authentication.

                  Subject to the provisions of Section 2.07, the Trustee shall
authenticate (i) Initial Notes for original issue on the Issue Date in the
aggregate principal amount not to exceed $200,000,000 in one or more series,
(ii) Private Exchange Notes from time to time only in exchange for a like
principal amount of Initial Notes and (iii) Unrestricted Notes from time to time
only (x) in exchange for a like principal amount of Initial Notes or (y) in an
aggregate principal amount of not more than the excess of $275,000,000 over the
sum of the aggregate principal amount of (A) Initial Notes then outstanding, (B)
Private Exchange Notes then outstanding and (C) Unrestricted Notes issued in
accordance with (iii)(x) above, in each case upon a written order of the Company
in the form of an Officers' Certificate of the Company. Each such written order
shall specify the amount of Notes to be authenticated and the date on which the
Notes are to be authenticated, whether the Notes are to be Initial Notes,
Private Exchange Notes or Unrestricted Notes and whether the Notes are to be
issued as Certificated Notes or Global Notes or such other information as the
Trustee may reasonably request.

                  In the event that the Company shall issue and the Trustee
shall authenticate any Notes issued under this Indenture subsequent to the Issue
Date pursuant to clauses (i) and (iii) of the first sentence of the immediately
preceding paragraph, the Company shall use its reasonable efforts to obtain the
same "CUSIP", "ISIN" and "Common Code" numbers for such Notes as is printed on
the Notes outstanding at such time; provided, however, that if any series of
Notes issued under this Indenture subsequent to the Issue Date is determined, to
be a different class of security than the Notes outstanding at such time for
federal income tax purposes, the Company may obtain a "CUSIP" number for such
Notes that is different than the "CUSIP" number printed on the Notes then
outstanding. Notwithstanding the foregoing, all Notes issued under this
Indenture shall vote and consent together on all matters as one class and no
series of Notes will have the right to vote or consent as a separate class on
any matter.


<PAGE>
                                      -39-


                  The Trustee may appoint an authenticating agent (the
"Authenticating Agent") reasonably acceptable to the Company to authenticate
Notes. Unless otherwise provided in the 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
Authenticating Agent. An Authenticating Agent has the same rights as an Agent to
deal with the Company or with any Affiliate of the Company.

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

         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 ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent");
provided that payment of interest may, at the option of the Company, be made by
check mailed to a Holder at his registered address. The Registrar shall keep a
register of the Notes and of their transfer and exchange ("Register"). The
Company may appoint one or more co-registrars and one or more co-paying agents.
The term "Paying Agent" includes any additional paying agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company may change
any Registrar or Paying Agent without notice to the Holders.

                  The Company shall notify the Trustee in writing of the name
and address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Company or any of its Subsidiaries may act as Paying
Agent or Registrar.

                  The Company initially appoints DTC to act as Depositary with
respect to the Global Notes.

                  The Company initially appoints the Trustee at the Corporate
Trust Office to act as Paying Agent and Registrar.

         Section 2.04. Paying Agent To Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all moneys held by such Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and shall notify the
Trustee in writing of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying



<PAGE>
                                      -40-


Agent to pay to the Trustee all money held by it upon demand. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee or to
account for any funds disbursed. Upon payment over to the Trustee and accounting
for any funds disbursed, such Paying Agent shall have no further liability for
the money. If the Company, a Subsidiary or a Related Person or any of them acts
as Paying Agent, it shall segregate and hold as a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.

         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 Holders (the "Register") and shall otherwise comply with TIA. If
the Trustee is not the Registrar, the Company shall furnish to the Trustee on or
before each interest payment date and at such other times as the Trustee may
reasonably request in writing a list, in such form and as of such date as the
Trustee may require, of the names, addresses and tax identification numbers of
Holders, and the Company shall otherwise comply with TIA Section 312(a).

         Section 2.06. Transfer and Exchange.

                  A Holder will be able to register the transfer of or exchange
Notes only in accordance with the provisions of this Indenture. Where Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations, the Registrar shall register the transfer or make the
exchange if the requirements of Section 8-401(a) of the New York Uniform
Commercial Code as then in effect are met. To permit registrations of transfer
and exchanges, the Trustee shall authenticate Notes at the Registrar's written
(if the Registrar is not the Trustee) request. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents (each in a form satisfactory to the Company and the Registrar) and to
pay any taxes and fees required by law or permitted by this Indenture. Without
the prior consent of the Company, the Registrar is not required (1) to register
the transfer of or exchange any Note selected for redemption, (2) to register
the transfer of or exchange any Note for a period of 15 days before a selection
of Notes to be redeemed or (3) to register the transfer or exchange of a Note
between a record date and the next succeeding interest payment date.

                  The Notes will be issued in registered form and the registered
Holder will be treated as the owner of such Note for all purposes.

                  No Holder shall Incur a service charge for any registration of
transfer or exchange of Notes, but the Company or the Trustee, as appropriate,
may require payment of a



<PAGE>
                                      -41-


sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer, registration of transfer or exchange of Notes,
other than exchanges pursuant to Section 2.10, 3.06, 4.08, 4.15 or 9.05 not
involving any transfer.

         Section 2.07. Replacement Notes.

                  If the Holder of a Note claims that the Note has been
mutilated, 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 New York Uniform Commercial Code are met and, in the case of a
mutilated Note, such mutilated Note is surrendered to the Trustee. If required
by the Trustee or the Company, an indemnity bond must be supplied by the Holder
that is sufficient, in the judgment of both, to protect the Company, each
Guarantor, the Trustee, or any Agent from any loss which any of them may suffer
if a Note is replaced. The Company and the Trustee may charge for their expenses
in replacing a Note.

                  In case any such mutilated, destroyed or wrongfully taken
Notes has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Note, pay such Note when due.

                  Every replacement Note is an Obligation of the Company. The
provisions of this Section 2.07 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement of
mutilated, destroyed, lost or stolen Notes.

         Section 2.08. Outstanding Notes.

                  Notes outstanding at any time are all the 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. Except as
set forth in Section 2.09, a Note does not cease to be outstanding because the
Company or one of its Subsidiaries or Related Persons holds the Note.

                  If a Note is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it, or a court
holds, that the replaced Note is held by a bona fide purchaser. If the principal
amount of any Note is considered paid under Section 4.01 hereof, it ceases to be
outstanding and interest on it ceases to accrue.

                  If the Paying Agent (other than the Company) holds on a
redemption date, repurchase date or maturity date money sufficient to pay Notes
payable on that date, then on and after that date, such Notes shall be deemed to
be no longer outstanding and interest on them shall cease to accrue.


<PAGE>
                                      -42-


         Section 2.09. Notes Held by the Company or a Related Person.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company or a Subsidiary or a Related Person shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes which the Trustee
actually knows are so owned shall be so disregarded.

         Section 2.10. 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 in exchange for temporary Notes.

         Section 2.11. Cancellation.

                  The Company or any Guarantor at any time may deliver Notes to
the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee shall cancel all Notes surrendered for registration of
transfer, exchange, payment or cancellation and shall dispose of such canceled
Notes in its customary manner. The Company may not issue new Notes to replace
Notes that it has paid or delivered to the Trustee for cancellation.

         Section 2.12. Defaulted Interest.

                  If and to the extent the Company defaults in a payment of
interest on the Notes, it shall pay the defaulted interest in any lawful manner
plus, to the extent not prohibited by applicable statute or case law, interest
at the rate then borne by the Notes on the defaulted interest. It shall pay the
defaulted interest to the persons who are Holders on a subsequent special record
date. The Company or Trustee (at the direction of the Company) shall fix such
record date and payment date. At least 15 days before the special record date,
the Company or Trustee (at the direction of the Company, provided that the
Trustee shall have received the same at least 10 but not more than 30 days prior
thereto or such shorter period prior thereto as is acceptable to the Trustee)
shall mail to Holders a notice that states the record date, payment date and
amount of interest to be paid.

         Section 2.13. Persons Deemed Owners.

                  Prior to due presentment of a Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may conclusively presume and shall


<PAGE>
                                      -43-


treat the Person in whose name such Note is registered as the owner of such Note
for the purpose of receiving payment of principal, premium, if any, and (subject
to Section 2.12) interest on such Note and for all other purposes whatsoever,
whether or not such Note be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary. None of the Company, the Guarantors, the Trustee, any Paying Agent or
the Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of or actions taken in respect
of beneficial ownership interests of a Note in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests (including but not limited to CUSIP numbers, if any).

         Section 2.14. Computation of Interest.

                  Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months.

         Section 2.15. CUSIP Numbers, Etc.

                  The Company, in issuing the Notes, may use CUSIP, ISIN and
Common Code numbers (if then generally in use), and, if so, the Trustee shall
use the CUSIP, ISIN and Common Code numbers for purposes of the identification
of the Notes in notices as a convenience to Holders; provided that any such
notice may state that no representation is made by the Trustee 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. The Company shall
promptly notify the Trustee of any change in CUSIP, ISIN and Common Code
numbers.

         Section 2.16. Issuance of Additional Notes.

                  The Company shall be entitled to issue up to $275,000,000
aggregate principal amount of Additional Notes under this Indenture which shall
have identical terms as the Notes issued on the Issue Date, other than with
respect to the date of issuance, issue price, and amount of interest payable on
the first payment date applicable thereto (and, if such Additional Notes shall
be issued in the form of Exchange Notes, other than with respect to transfer
restrictions); provided that such issuance is not prohibited by Section 4.10.
The Initial Notes issued on the Issue Date, any Additional Notes and all
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 its Board of Directors and in a Company Request, a copy
of each of which shall be delivered to the Trustee, the following information:


<PAGE>
                                      -44-


                  (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 of
         such Additional Notes and the amount of interest payable on the first
         payment date applicable thereto; 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 Internal Revenue Code of 1986, as amended; and

                  (3) whether such Additional Notes shall be Notes bearing the
         Securities Act Legend and issued in the form of Initial Notes or shall
         be Unrestricted Notes issued in the form of Exchange Notes.


                                    ARTICLE 3

                                   REDEMPTION

         Section 3.01. Notices to Trustee.

                  If the Company wants to redeem all or a portion of the Notes
pursuant to paragraph 6 of the Notes, it shall provide written notice to the
Trustee at least 45 but not more than 60 days prior to the redemption date
(unless a shorter notice period shall be satisfactory to the Trustee) of the
redemption date and the principal amount of Notes to be redeemed.

         Section 3.02. Selection of Notes To Be Redeemed.

                  In the event that less than all of the Notes are to be
redeemed at any time pursuant to an optional redemption, selection of the Notes
for redemption will be made by the Trustee in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not then listed on a national security exchange, 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 a principal amount of $1,000 or
less shall be redeemed in part. In addition, if a partial redemption is made
pursuant to paragraph 6(b) of the Notes selection of the Notes or portions
thereof for redemption shall be made by the Trustee only on a pro rata basis or
on as nearly a pro rata basis as is practicable (subject to the procedures of
The Depository Trust Company), unless that method is otherwise prohibited.


<PAGE>
                                      -45-


         Section 3.03. Notice of Redemption.

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail 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 and the principal amount
thereof to be redeemed (including the applicable CUSIP, ISIN and Common Code
numbers, if any) and shall state:

                  (1) the redemption date or the event that will result in such
         redemption;

                  (2) the redemption price (including the amount of accrued
         interest to be paid on the Notes called for redemption);

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

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

                  (5) that interest on Notes called for redemption ceases to
         accrue on and after the redemption date.

                  (6) in the case of Notes to be redeemed in part, the portion
         of the principal amount of the Note to be redeemed.

                  At the Company's written direction (which shall be delivered
to the Trustee at least 45 days (or such shorter period as the Trustee may
agree) prior to the redemption date), the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event the
Company shall provide the Trustee with the information required by clauses (1)
through (6) in its written notice to the Trustee.

         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 date including interest accrued and unpaid
on the redemption date. Upon surrender to the Paying Agent such notes shall be
paid at the redemption price stated in such notice. Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder. A notice of redemption may not be conditional.


<PAGE>
                                      -46-


         Section 3.05. Deposit of Redemption Price.

                  On or before 11:00 A.M. New York time on the redemption date,
the Company shall deposit with the Paying Agent money in immediately available
funds sufficient to pay the redemption price of and accrued and unpaid interest
on all Notes to be redeemed on the redemption date. The Trustee or the Paying
Agent shall promptly return to the Company any money not required for that
purpose less the expenses of the Trustee as provided herein. On and after the
date of redemption, interest will cease to accrue on Notes or portions thereof
called for redemption so long as the Company has deposited with the paying agent
for the Notes funds in satisfaction of the redemption price (including accrued
and unpaid interest on the Notes to be redeemed) pursuant to this Indenture
unless the Company defaults in making such redemption payment. If a Note is
redeemed on or after a record date but on or prior to the related interest
payment date, then any accrued and unpaid interest 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 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 cancellation of a Note that is redeemed in part, the
Trustee shall authenticate and issue for the Holder a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.


                                    ARTICLE 4

                                    COVENANTS

         Section 4.01. Payment of Notes.

                  The Company shall pay the principal of and interest (including
any Liquidated Damages as provided in the Registration Rights Agreement) on the
Notes on the dates and in the manner expressly provided in the Notes. Principal
and interest shall be considered paid on the date due and payable if the Paying
Agent holds on that date money sufficient to pay all principal, premium, if any,
and interest then due and payable. The Company shall pay interest on overdue
principal at the rate borne by the Notes. The Company shall pay interest on
overdue installments of interest at the same rate to the extent not prohibited
by applicable statute or case law.


<PAGE>
                                      -47-


         Section 4.02. Maintenance of Office or Agency.

                  The Company shall maintain in the Borough of Manhattan, The
City of New York, an office or agency where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The
Company 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;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes. 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 in the Borough of Manhattan, The City of New York, as one such
office or agency of the Company in accordance with Section 2.03 of this
Indenture.

         Section 4.03. Reports to Holders.

                  Whether or not required by the SEC, so long as any Notes are
outstanding, the Company will furnish (without exhibits) to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations:

                  (1) all quarterly and annual financial information 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 these 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 on the annual financial statements 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 these
         reports.

                  In addition, whether or not required by the SEC, the Company
will file a copy of all of the information and reports referred to in clauses
(1) and (2) above with the SEC for public availability within the time periods
specified in the SEC's rules and regulations (unless



<PAGE>
                                      -48-


the SEC will not accept the filing) and make the information available to
securities analysts and prospective investors upon request. The Company and the
Guarantors have agreed that, for so long as any Notes remain outstanding, the
Company will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

         Section 4.04. Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officer's Certificate stating
whether or not the signatories know of any Default by the Company in performing
any of its obligations under this Indenture and the Notes. If the Company has
knowledge of any such Default, the certificate shall describe the Default and
its status.

         Section 4.05. Stay, Extension and Usury Laws.

                  The Company 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, which 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 will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

         Section 4.06. Corporate Existence.

                  Subject to Article 5 of this Indenture, 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 existence of each of its
Restricted Subsidiaries in accordance with their respective organizational
documents (as the same may be amended from time to time) and the rights (charter
and statutory), licenses and franchises of the Company and its Restricted
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate existence of any
Restricted Subsidiary, if (i) such preservation or existence is not material to
the conduct of business of the Company and its Restricted Subsidiaries taken as
a whole, and (ii) the loss of such right, license or franchise or the
dissolution of such Restricted Subsidiary does not have a material adverse
impact on the Holders.


<PAGE>
                                      -49-


         Section 4.07. Notice of Default.

                  In the event that any Default under Section 6.01 hereof shall
occur, the Company shall give prompt written notice of such Default to the
Trustee specifying such Default and what action the Company is taking or
proposes to take with respect thereto.

         Section 4.08. Change of Control.

                  (a) Upon the occurrence of any Change of Control, each Holder
will have the right to require that the Company purchase that Holder's Notes for
a cash price (the "Change of Control Purchase Price") equal to 101% of the
principal amount of the Notes to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase;

                  (b) Within 30 days following any Change of Control, the
Company will mail, or caused to be mailed, to the Holders a notice:

                  (1) describing the transaction or transactions that constitute
         the Change of Control;

                  (2) offering to purchase, pursuant to the procedures required
         by this Indenture and described in the notice (a "Change of Control
         Offer"), on a date specified in the notice (which shall be a Business
         Day not earlier than 30 days nor later than 60 days from the date the
         notice is mailed) and for the Change of Control Purchase Price, all
         Notes properly tendered by such Holder pursuant to such Change of
         Control Offer; and

                  (3) describing the procedures that Holders must follow to
         accept, or withdraw the Holder's previous acceptance of, the Change of
         Control Offer. The Change of Control Offer is required to remain open
         for at least 20 Business Days or for such longer period as is required
         by law.

                  (c) On or before the payment date for the Change of Control,
the Company shall, to the extent lawful, (1) accept for payment all Notes or
portions thereof validly tendered and not properly withdrawn pursuant to the
Change of Control Offer, (2) deposit by 11:00 a.m., New York City time, on such
date with the Paying Agent an amount equal to the Change of Control Purchase
Price in respect of all Notes or portions thereof so validly tendered and not
properly withdrawn and (3) 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 thereof being purchased by the Company.
The Paying Agent shall promptly (but in any case not later than five days after
the payment date for the Change of Control) mail or deliver to each Holder of
Notes so validly tendered and not properly withdrawn the Change of Control
Purchase Price for such Notes.


<PAGE>
                                      -50-


                  (d) Upon surrender and cancellation of a Certificated Note
that is purchased in part pursuant to the Change of Control Offer, the Company
shall promptly issue and the Trustee shall authenticate and mail (or cause to be
transferred by book entry) to the surrendering Holder of such Certificated Note,
a new Certificated Note equal in principal amount to the unpurchased portion of
such surrendered Certificated Note; provided that each such new Certificated
Note shall be in a principal amount of $1,000 or an integral multiple thereof.

                  Upon surrender of a Global Note that is purchased in part
pursuant to a Change of Control Offer, the Paying Agent shall forward such
Global Note to the Trustee who shall make a notation in its records so as to
reduce the principal amount of such Global Note to an amount equal to the
unpurchased portion of such Global Note, as provided in Section 2.01 hereof. For
purposes of this Section 4.08 the Trustee shall act as the Paying Agent.

                  The Company shall publicly announce the results of the Change
of Control Offer on or as soon as practicable after the date of purchase.

                  (e) The Company's obligation to make a Change of Control Offer
will be satisfied if a third party makes the Change of Control Offer in the
manner and at the times and otherwise in compliance in all material respects
with the requirements applicable to a Change of Control Offer made by the
Company and purchases all Notes properly tendered and not withdrawn under the
Change of Control Offer.

                  (f) The Company shall comply with applicable tender offer
rules, including the requirements of Rule 14e-1 under the Exchange Act and any
other applicable laws and regulations in connection with the purchase of Notes
pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.08, the Company shall comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section 4.08 by virtue of such compliance.

         Section 4.09. Conduct of Business.

                  The Company will not, and will not permit any Restricted
Subsidiary to, engage in any business other than the Permitted Business.

         Section 4.10. Limitations on Additional Indebtedness.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the
Company or any Guarantor may incur additional Indebtedness if, after giving
effect thereto, the Consolidated Interest Coverage Ratio would be at least 2.25
to 1.00 (the "Coverage Ratio Exception");


<PAGE>
                                      -51-


                  (b) Notwithstanding Section 4.10(a), each of the following
shall be permitted (the "Permitted Indebtedness"):

                  (1) Indebtedness of the Company and any Guarantor under the
         Credit Agreement in an aggregate amount at any time outstanding not to
         exceed the greater of (x) $50.0 million, less the aggregate amount of
         Net Available Proceeds applied to repayments under the Credit Agreement
         in accordance with Section 4.15 of this Indenture and (y) 80% of the
         book value of the accounts receivable plus 50% of the book value of
         inventory of the Company and the Restricted Subsidiaries, calculated on
         a consolidated basis and in accordance with GAAP;

                  (2) the Notes issued on the Issue Date and the Note
         Guarantees;

                  (3) Indebtedness of the Company and the Restricted
         Subsidiaries to the extent outstanding on the Issue Date (other than
         Indebtedness referred to in clauses (1) and (2) above, and after giving
         effect to the intended use of proceeds of the Notes);

                  (4) Indebtedness under Hedging Obligations; provided that (A)
         such Hedging Obligations relate to payment obligations on Indebtedness
         otherwise permitted to be incurred by this covenant, and (B) the
         notional principal amount of such Hedging Obligations at the time
         incurred does not exceed the principal amount of the Indebtedness to
         which such Hedging Obligations relate;

                  (5) Indebtedness of the Company owed to a Restricted
         Subsidiary and Indebtedness of any Restricted Subsidiary owed to the
         Company or any other Restricted Subsidiary; provided, however, that
         upon any such Restricted Subsidiary ceasing to be a Restricted
         Subsidiary or such Indebtedness being owed to any Person other than the
         Company or a Restricted Subsidiary, the Company or such Restricted
         Subsidiary, as applicable, shall be deemed to have incurred
         Indebtedness not permitted by this clause (5);

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

                  (7) Purchase Money Indebtedness incurred by the Company or any
         Restricted Subsidiary, and Refinancing Indebtedness thereof, in an
         aggregate amount not to exceed at any time outstanding the greater of
         (a) $20.0 million and (b) 15% of the net book value of the aircraft
         owned by the Company and the Restricted Subsidiaries;


<PAGE>
                                      -52-


                  (8) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument
         inadvertently (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;

                  (9) Indebtedness arising in connection with endorsement of
         instruments for deposit in the ordinary course of business;

                  (10) Refinancing Indebtedness with respect to Indebtedness
         incurred pursuant to the Coverage Ratio Exception or clause (2) or (3)
         above; and

                  (11) Indebtedness of the Company or any Restricted Subsidiary
         in an aggregate amount not to exceed $15.0 million at any time
         outstanding.

                  For purposes of determining compliance with this covenant, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (1) through (11)
above or is entitled to be incurred pursuant to the Coverage Ratio Exception,
the Company shall, in its sole discretion, classify or later reclassify such
item of Indebtedness and may divide and classify or later reclassify such
Indebtedness in more than one of the types of Indebtedness described, except
that Indebtedness incurred under the Credit Agreement on the Issue Date shall be
deemed to have been incurred under clause (1) above.

         Section 4.11. Limitations on Restricted Payments.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, make any Restricted Payment if at the
time of such Restricted Payment:

                  (1) a Default shall have occurred and be continuing or shall
         occur as a consequence thereof;

                  (2) the Company cannot incur $1.00 of additional Indebtedness
         pursuant to the Coverage Ratio Exception; or

                  (3) the amount of such Restricted Payment, when added to the
         aggregate amount of all other Restricted Payments made after the Issue
         Date (other than Restricted Payments made pursuant to clause (2), (3),
         (4) or (5) of Section 4.11(b)), exceeds the sum (the "Restricted
         Payments Basket") of (without duplication):

                           (A) 50% of Consolidated Net Income for the period
                  (taken as one accounting period) commencing on the first day
                  of the first full fiscal quarter


<PAGE>
                                      -53-


                  commencing after the Issue Date to and including the last day
                  of the fiscal quarter ended immediately prior to the date of
                  such calculation for which consolidated financial statements
                  are available (or, if such Consolidated Net Income shall be a
                  deficit, minus 100% of such aggregate deficit), plus

                           (B) 100% of the aggregate net cash proceeds received
                  by the Company either (x) as contributions to the common
                  equity of the Company after the Issue Date or (y) from the
                  issuance and sale of Qualified Equity Interests after the
                  Issue Date, other than any such proceeds which are used to
                  redeem Notes in accordance with paragraph 6(b) of the Notes,
                  plus

                           (C) the aggregate amount by which Indebtedness
                  incurred by the Company or any Restricted Subsidiary
                  subsequent to the Issue Date is reduced on the Company's
                  balance sheet upon the conversion or exchange (other than by a
                  Subsidiary of the Company) into Qualified Equity Interests
                  (less the amount of any cash, or the fair value of assets,
                  distributed by the Company or any Restricted Subsidiary upon
                  such conversion or exchange), plus

                           (D) in the case of the disposition or repayment of or
                  return on any Investment that was treated as a Restricted
                  Payment made after the Issue Date, an amount (to the extent
                  not included in the computation of Consolidated Net Income)
                  equal to the lesser of (i) the return of capital with respect
                  to such Investment and (ii) the amount of such Investment that
                  was treated as a Restricted Payment, in either case, less the
                  cost of the disposition of such Investment and net of taxes,
                  plus

                           (E) upon a Redesignation of an Unrestricted
                  Subsidiary as a Restricted Subsidiary, the lesser of (i) the
                  Fair Market Value of the Company's proportionate interest in
                  such Subsidiary immediately following such Redesignation, and
                  (ii) the aggregate amount of the Company's Investments in such
                  Subsidiary to the extent such Investments reduced the
                  Restricted Payments Basket and were not previously repaid or
                  otherwise reduced.

                  (b)  The foregoing provisions will not prohibit:

         (1) the payment by the Company or any Restricted Subsidiary of any
         dividend within 60 days after the date of declaration thereof, if on
         the date of declaration the payment would have complied with the
         provisions of this Indenture;

         (2) the redemption of any Equity Interests of the Company or any
         Restricted Subsidiary in exchange for, or out of the proceeds of the
         substantially concurrent issuance and sale of, Qualified Equity
         Interests;


<PAGE>
                                      -54-


         (3) the redemption of Subordinated Indebtedness of the Company or any
         Restricted Subsidiary (a) in exchange for, or out of the proceeds of
         the substantially concurrent issuance and sale of, Qualified Equity
         Interests or (b) in exchange for, or out of the proceeds of the
         substantially concurrent incurrence of, Refinancing Indebtedness
         permitted to be incurred under Section 4.10 and the other terms of this
         Indenture;

         (4) the redemption of Equity Interests of the Company held by officers,
         directors or employees or former officers, directors or employees (or
         their transferees, estates or beneficiaries under their estates), upon
         their death, disability, retirement, severance or termination of
         employment or service; provided that the aggregate cash consideration
         paid for all such redemptions shall not exceed $1.0 million during any
         calendar year; or

         (5) repurchases of Equity Interests deemed to occur upon the exercise
         of stock options if the Equity Interests represents a portion of the
         exercise price thereof;

provided that (a) in the case of any Restricted Payment pursuant to clause (3)
above, no Default shall have occurred and be continuing or occur as a
consequence thereof and (b) no issuance and sale of Qualified Equity Interests
pursuant to clause (2) or (3) above shall increase the Restricted Payments
Basket.

         Section 4.12. Limitation on Dividends and Other Restrictions Affecting
                       Restricted Subsidiaries.

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

                  (A) pay dividends or make any other distributions on or in
         respect of its Equity Interests;

                  (B) make loans or advances or pay any Indebtedness or other
         obligation owed to the Company or any other Restricted Subsidiary; or

                  (C) transfer any of its assets to the Company or any other
         Restricted Subsidiary;

                  except for:

                  (1) encumbrances or restrictions existing under or by reason
         of applicable law;


<PAGE>
                                      -55-


                  (2) encumbrances or restrictions existing under this
         Indenture, the Notes and the Note Guarantees;

                  (3) non-assignment provisions of any contract, license or any
         lease entered into in the ordinary course of business;

                  (4) encumbrances or restrictions existing under agreements
         existing on the date of this Indenture (including, without limitation,
         the Credit Agreement) as in effect on that date;

                  (5) restrictions on the transfer of assets subject to any Lien
         permitted under this Indenture imposed by the holder of such Lien;

                  (6) restrictions on the transfer of assets imposed under any
         agreement to sell such assets permitted under this Indenture to any
         Person pending the closing of such sale;

                  (7) any instrument governing Acquired Indebtedness, which
         encumbrance or restriction is not applicable to any Person, or the
         properties or assets of any Person, other than the Person or the
         properties or assets of the Person so acquired;

                  (8) any other agreement governing Indebtedness entered into
         after the Issue Date that contains encumbrances and restrictions taken
         as a whole that are not materially more restrictive with respect to any
         Restricted Subsidiary than those in effect on the Issue Date with
         respect to that Restricted Subsidiary pursuant to agreements in effect
         on the Issue Date (including this Indenture and the Credit Agreement);

                  (9) customary provisions in partnership agreements, limited
         liability company organizational governance documents, joint venture
         agreements and other similar agreements entered into in the ordinary
         course of business that restrict the transfer of ownership interests in
         such partnership, limited liability company, joint venture or similar
         Person;

                 (10) Purchase Money Indebtedness incurred in compliance with
         Section 4.10 of this Indenture that impose restrictions of the nature
         described in clause (c) above on the assets acquired;

                  (11) encumbrances or restrictions applicable only to a Foreign
         Subsidiary;

                 (12) any encumbrances or restrictions imposed by any
         amendments, refinancings and replacements of the contracts, instruments
         or obligations referred to in clauses (1) through (10) above; provided
         that such amendments or refinancings are, in


<PAGE>
                                      -56-


         the good faith judgment of the Company's Board of Directors, no more
         materially restrictive with respect to such encumbrances and
         restrictions than those prior to such amendment or refinancing; and

                 (13) restrictions on cash or other deposits or net worth
         imposed by customers under contracts entered into in the ordinary
         course of business.

         Section 4.13. Limitations on Liens.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer
to exist any Lien of any nature whatsoever against (other than Permitted Liens)
any assets of the Company or any Guarantor (including Equity Interests of a
Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired,
or any proceeds therefrom, or assign or otherwise convey any right to receive
income or profits therefrom, unless contemporaneously therewith:

                  (1) in the case of any Lien securing an obligation that ranks
         pari passu with the Notes or a Note Guarantee, effective provision is
         made to secure the Notes or such Note Guarantee, as the case may be, at
         least equally and ratably with or prior to such obligation with a Lien
         on the same collateral; and

                  (2) in the case of any Lien securing an obligation that is
         subordinated in right of payment to the Notes or a Note Guarantee,
         effective provision is made to secure the Notes or such Note Guarantee,
         as the case may be, with a Lien on the same collateral that is prior to
         the Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

         Section 4.14. Limitations on Transactions with Affiliates.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, in one transaction or a series of related
transactions, sell, lease, transfer or otherwise dispose of any of its assets
to, or purchase any assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (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 at such
         time on an arm's-length basis by the Company or that Restricted
         Subsidiary from a Person that is not an Affiliate of the Company or
         that Restricted Subsidiary; and


<PAGE>
                                      -57-

                  (2) the Company delivers to the Trustee:

                           (A) with respect to any Affiliate Transaction
                  involving aggregate value in excess of $5.0 million, an
                  Officers' Certificate certifying that such Affiliate
                  Transaction complies with clause (1) above and a Secretary's
                  Certificate which sets forth and authenticates a resolution
                  that has been adopted by the Independent Directors approving
                  such Affiliate Transaction; and

                           (B) with respect to any Affiliate Transaction
                  involving aggregate value of $10.0 million or more, the
                  certificates described in the preceding clause (A) and a
                  written opinion as to the fairness of such Affiliate
                  Transaction to the Company or such Restricted Subsidiary from
                  a financial point of view issued by an Independent Financial
                  Advisor.

                  (b) The foregoing restrictions shall not apply to:

                  (1) transactions exclusively between or among (A) the Company
         and one or more Restricted Subsidiaries or (B) Restricted Subsidiaries;
         provided, in each case, that no Affiliate of the Company (other than
         another Restricted Subsidiary) owns Equity Interests of any such
         Restricted Subsidiary;

                  (2) reasonable director, officer and employee compensation
         (including bonuses) and other benefits (including retirement, health,
         stock option and other benefit plans) and indemnification arrangements;

                  (3) the entering into of a tax sharing agreement, or payments
         pursuant thereto, between the Company and/or one or more Subsidiaries,
         on the one hand, and any other Person with which the Company or such
         Subsidiaries are required or permitted to file a consolidated tax
         return or with which the Company or such Subsidiaries are part of a
         consolidated group for tax purposes, on the other hand, which payments
         by the Company and the Restricted Subsidiaries are not in excess of the
         tax liabilities that would have been payable by them on a stand-alone
         basis;

                  (4) loans and advances permitted by clause (3) of the
         definition of "Permitted Investments";

                  (5) Restricted Payments which are made in accordance with
         Section 4.11 of this Indenture; or

                  (6) any transaction with an Affiliate where the only
         consideration paid by the Company or any Restricted Subsidiary is
         Qualified Equity Interests.


<PAGE>
                                      -58-


         Section 4.15. Limitation on Asset Sales.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

         (1) the Company or such Restricted Subsidiary receives consideration at
         the time of such Asset Sale at least equal to the Fair Market Value of
         the assets included in such Asset Sale; and

         (2) at least 75% of the total consideration received in such Asset Sale
         consists of cash or Cash Equivalents.

                  For purposes of clause (2), the following shall be deemed to
be cash:

                  (A) the amount (without duplication) of any Indebtedness
         (other than Subordinated Indebtedness) of the Company or such
         Restricted Subsidiary that is expressly assumed by the transferee in
         such Asset Sale and with respect to which the Company or such
         Restricted Subsidiary, as the case may be, is unconditionally released
         by the holder of such Indebtedness,

                  (B) the amount of any obligations received from such
         transferee that are within 30 days converted by the Company or such
         Restricted Subsidiary to cash (to the extent of the cash actually so
         received), and

                  (C) the Fair Market Value of any assets (other than
         securities) received by the Company or any Restricted Subsidiary to be
         used by it in the Permitted Business.

                  If at any time any non-cash consideration received by the
Company or any Restricted Subsidiary of the Company, as the case may be, in
connection with any Asset Sale is repaid or converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such
non-cash consideration), then the date of such repayment, conversion or
disposition shall be deemed to constitute the date of an Asset Sale hereunder
and the Net Available Proceeds thereof shall be applied in accordance with this
covenant.

                  If the Company or any Restricted Subsidiary engages in an
Asset Sale, the Company or such Restricted Subsidiary shall, no later than 365
days following the consummation thereof, apply all or any of the Net Available
Proceeds therefrom (or enter into a definitive agreement for such application
within such 365-day period, provided that such capital expenditure or purchase
is closed within 90 days after the end of such 365-day period) to:

         (1) satisfy all mandatory repayment obligations under the Credit
         Agreement arising by reason of such Asset Sale;


<PAGE>
                                      -59-


         (2) repay any Indebtedness which was secured by assets of the Company
         or a Restricted Subsidiary;

         (3) invest all or any part of the Net Available Proceeds thereof in the
         purchase of assets (other than securities) to be used by the Company or
         any Restricted Subsidiary in the Permitted Business; and/or

         (4) if such Asset Sale was consummated by a Foreign Subsidiary, repay
         any Indebtedness of such Foreign Subsidiary.

Pending the final application of any such Net Available Proceeds, the Issuer or
a Restricted Subsidiary may temporarily reduce revolving credit borrowings or
otherwise invest such Net Available Proceeds in any manner that is not
prohibited by this Indenture.

                  The amount of Net Available Proceeds not applied or invested
as provided in this Section 4.15(a) will constitute "Excess Proceeds."

                  (b) When the aggregate amount of Excess Proceeds equals or
exceeds $10.0 million, the Company will be required to make an offer to purchase
from all Holders and, if applicable, redeem (or make an offer to do so) any Pari
Passu Indebtedness of the Company the provisions of which require the Company to
redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do
so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness
equal to the amount of such Excess Proceeds as follows:

         (1) the Company will (a) make an offer to purchase (a "Net Proceeds
         Offer") to all Holders in accordance with the procedures set forth in
         this Indenture, and (b) redeem (or make an offer to do so) any such
         other Pari Passu Indebtedness, pro rata in proportion to the respective
         principal amounts of the Notes and such other Indebtedness required to
         be redeemed, the maximum principal amount of Notes and Pari Passu
         Indebtedness that may be redeemed out of the amount (the "Payment
         Amount") of such Excess Proceeds;

         (2) the offer price for the Notes will be payable in cash in an amount
         equal to 100% of the principal amount of the Notes tendered pursuant to
         a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any,
         to the date such Net Proceeds Offer is consummated (the "Offered
         Price"), in accordance with the procedures set forth in this Indenture
         and the redemption price for such Pari Passu Indebtedness (the "Pari
         Passu Indebtedness Price") shall be as set forth in the related
         documentation governing such Indebtedness;


<PAGE>
                                      -60-


         (3) if the aggregate Offered Price of Notes validly tendered and not
         withdrawn by Holders thereof exceeds the pro rata portion of the
         Payment Amount allocable to the Notes, Notes to be purchased will be
         selected on a pro rata basis; and

         (4) upon completion of such Net Proceeds Offer in accordance with the
         foregoing provisions, the amount of Excess Proceeds with respect to
         which such Net Proceeds Offer was made shall be deemed to be zero.

                  The Net Proceeds Offer will remain open for a period of at
least 30 days following its commencement but no longer than 60 days, except to
the extent that a longer period is required by applicable law. On the Business
Day following the termination of the Net Proceeds Offer period the Company will
purchase the principal amount of Notes required to be purchased pursuant to this
Section 4.15 or, if less than the Payment Amount allocated to the Notes has been
so validly tendered and not properly withdrawn, all Notes validly tendered and
not properly withdrawn in response to the Net Proceeds Offer. Payment for any
Notes so purchased will be made in the same manner as interest payments are made
on the Notes. If the purchase date for the Excess Proceeds Offer is on or after
a record date and on or before the related interest payment date, any accrued
and unpaid interest 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 (to the extent involving interest that is due and payable on such
Interest Payment Date) shall be payable to Holders who tender Notes pursuant to
the Net Proceeds Offer.

                  Upon commencement of a Net Proceeds Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders. The
notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Net Proceeds Offer. The Net Proceeds
Offer shall be made to all Holders.

                  On or before the purchase date for the Net Proceeds Offer that
Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis
to the extent necessary, the Payment Amount allocated to the Notes pursuant to
the Net Proceeds Offer, or if less than the Payment Amount allocated to the
Notes has been so validly tendered and not properly withdrawn, all Notes validly
tendered and not properly withdrawn, (2) deposit by 11:00 a.m. New York City
time, on such date with the Paying Agent an amount in respect of all Notes, or
portions thereof, so accepted and (3) 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 4.15. The
Company or the Paying Agent, as the case may be, shall promptly (but in any case
not later than five days after purchase date for the Net Proceeds Offer) mail or
deliver to each tendering Holder an amount equal to the Offered Price of the
Notes validly tendered and not properly withdrawn by such Holders and accepted
by the Company for purchase. Upon surrender and cancellation of a Certificated
Note that is purchased in part, the Company shall promptly issue and the Trustee
shall authenticate and deliver


<PAGE>
                                      -61-


to the surrendering Holder of such Certificated Note a new Certificated Note
equal in principal amount to the unpurchased portion of such surrendered
Certificated Note; provided that each such new Certificated Note shall be in a
principal amount at Maturity of $1,000 or an integral multiple thereof. Upon
surrender of a Global Note that is purchased in part pursuant to a Net Proceeds
Offer, the Paying Agent shall forward such Global Note to the Trustee who shall
make a notation in its records to reduce the principal amount of such Global
Note to an amount equal to the unpurchased portion of such Global Note , as
provided in Section 2.01 hereof. 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 Net Proceeds Offer on or as soon as
pratical after the date of purchase. For purposes of this Section 4.15, the
Trustee shall act as the Paying Agent.

                  To the extent that the sum of the aggregate Offered Price of
Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu
Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less
than the Payment Amount relating thereto (such shortfall constituting a "Net
Proceeds Deficiency"), the Company may use the Net Proceeds Deficiency, or a
portion thereof, for general corporate purposes, subject to the provisions of
this Indenture.

                  (f) In the event of the transfer of substantially all (but not
all) of the assets of the Company and the Restricted Subsidiaries as an entirety
to a Person in a transaction covered by and effected in accordance with Section
5.01 of this Indenture, the successor corporation shall be deemed to have sold
for cash at Fair Market Value the assets of the Company and the Restricted
Subsidiaries not so transferred for purposes of this covenant, and shall comply
with the provisions of this covenant with respect to such deemed sale as if it
were an Asset Sale (with such Fair Market Value being deemed to be Net Available
Proceeds for such purpose).

                  (g) The Company will comply with applicable tender offer
rules, including the requirements of Rule 14e-1 under the Exchange Act and any
other applicable laws and regulations in connection with the purchase of Notes
pursuant to a Net Proceeds Offer. To the extent that the provisions of any
securities laws or regulations conflict with Section 4.15 of this Indenture, the
Company shall comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under Section 4.15 of this
Indenture by virtue of this compliance.

         Section 4.16. Limitation on Designation of Unrestricted Subsidiaries.

                  The Company may designate any Subsidiary of the Company as an
"Unrestricted Subsidiary" under this Indenture (a "Designation") only if:


<PAGE>
                                      -62-


         (1) no Default shall have occurred and be continuing at the time of or
         after giving effect to such Designation; and

         (2) the Company would be permitted to make, at the time of such
         Designation, (a) a Permitted Investment or (b) an Investment pursuant
         to Section 4.11(a) above, in either case, in an amount (the
         "Designation Amount") equal to the Fair Market Value of the Company's
         proportionate interest in such Subsidiary on such date.

                  No Subsidiary shall be Designated as an "Unrestricted
Subsidiary" unless such Subsidiary:

         (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 unless the
         terms of the agreement, contract, arrangement or understanding are no
         less favorable to the Company or the Restricted Subsidiary than those
         that might be obtained at the time from Persons who are not Affiliates;

         (3) is a Person with respect to which neither the Company nor any
         Restricted Subsidiary has any direct or indirect obligation (a) to
         subscribe for additional Equity Interests or (b) to maintain or
         preserve the Person's financial condition or to cause the Person to
         achieve any specified levels of operating results; and

         (4) has not guaranteed or otherwise directly or indirectly provided
         credit support for any Indebtedness of the Company or any Restricted
         Subsidiary, except for any guarantee given solely to support the pledge
         by the Company or any Restricted Subsidiary of the Equity Interests of
         such Unrestricted Subsidiary, which guarantee is not recourse to the
         Company or any Restricted Subsidiary, and except to the extent the
         amount thereof constitutes a Restricted Payment permitted pursuant to
         Section 4.11 of this Indenture.

If, at any time, any Unrestricted Subsidiary fails to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be
incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is
not permitted to be incurred under Section 4.10 or the Lien is not permitted
under Section 4.13 the Company shall be in default of the applicable covenant.

                  The Company may redesignate an Unrestricted Subsidiary as a
Restricted Subsidiary (a "Redesignation") only if:


<PAGE>
                                      -63-


         (1) no Default shall have occurred and be continuing at the time of and
         after giving effect to such Redesignation; and

         (2) all Liens, Indebtedness and Investments of such Unrestricted
         Subsidiary outstanding immediately following such Redesignation would,
         if incurred or made at such time, have been permitted to be incurred or
         made for all purposes of this Indenture.

                  All Designations and Redesignations must be evidenced by
resolutions of the Board of Directors of the Company, delivered to the Trustee
certifying compliance with the foregoing provisions.

         Section 4.17. Additional Note Guarantees.

                  If, after the Issue Date, (a) the Company or any Restricted
Subsidiary shall acquire or create another Subsidiary (other than in any case a
Foreign Subsidiary or Subsidiary that has been designated an Unrestricted
Subsidiary) or (b) any Unrestricted Subsidiary that is not a Foreign Subsidiary
is redesignated a Restricted Subsidiary, then, in each such case, the Company
shall cause such Restricted Subsidiary to:

         (1) execute and deliver to the Trustee (a) a supplemental indenture in
         form and substance satisfactory to the Trustee pursuant to which such
         Restricted Subsidiary shall unconditionally guarantee all of the
         Company's obligations under the Notes and this Indenture and (b) a
         notation of guarantee in respect of its Note Guarantee; and

         (2) deliver to the Trustee one or more opinions of counsel that such
         supplemental indenture (a) has been duly authorized, executed and
         delivered by such Restricted Subsidiary and (b) constitutes a valid and
         legally binding obligation of such Restricted Subsidiary in accordance
         with its terms.

         Section 4.18. Limitation on Layering Indebtedness.

                  The Company will not, and will not permit any Guarantor to,
directly or indirectly, incur any Indebtedness that is or purports to be by its
terms (or by the terms of any agreement governing such Indebtedness)
subordinated to any other Indebtedness of the Company or of such Guarantor, as
the case may be, unless such Indebtedness is also by its terms (or by the terms
of any agreement governing such Indebtedness) made expressly subordinate to the
Notes or the Note Guarantee of such Guarantor, to the same extent and in the
same manner as such Indebtedness is subordinated to such other Indebtedness of
the Company or such Guarantor, as the case may be.


<PAGE>
                                      -64-


         Section 4.19. Limitations on the Issuance or Sale of Equity Interests
of Restricted Subsidiaries.

                  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, sell or issue any shares of Equity
Interests of any Restricted Subsidiary except (1) to the Company, a Restricted
Subsidiary or the minority stockholders of any Restricted Subsidiary, on a pro
rata basis, at Fair Market Value, or (2) to the extent such shares represent
directors' qualifying shares or shares required by applicable law to be held by
a Person other than the Company or a Wholly-Owned Restricted Subsidiary. The
sale of all the Equity Interests of any Restricted Subsidiary is permitted by
this Section 4.19 but is subject to Section 4.15 of this Indenture.

         Section 4.20. Limitation on Sale and Leaseback Transactions.

                  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into any Sale and Leaseback
Transaction; provided that the Company or any Restricted Subsidiary may enter
into a Sale and Leaseback Transaction if:

         (1) the Company or such Restricted Subsidiary could have (a) incurred
         the Indebtedness attributable to such Sale and Leaseback Transaction
         pursuant to Section 4.10 and (b) incurred a Lien to secure such
         Indebtedness without equally and ratably securing the Notes pursuant to
         Section 4.13;

         (2) the gross cash proceeds of such Sale and Leaseback Transaction are
         at least equal to the Fair Market Value of the asset that is the
         subject of such Sale and Leaseback Transaction; and

         (3) the transfer of assets in such Sale and Leaseback Transaction is
         permitted by, and the Company or the applicable Restricted Subsidiary
         applies the proceeds of such transaction in accordance with, Section
         4.15.


                                    ARTICLE 5

                                   SUCCESSORS

         Section 5.01. Limitation on Mergers, Consolidation, Etc.

                  (a) The Company will not directly or indirectly, in a single
transaction or a series of related transactions, (a) consolidate or merge with
or into (other than a merger with a Wholly Owned Restricted Subsidiary solely
for the purpose of changing the Company's jurisdiction of incorporation to
another State of the United States), or sell, lease, transfer, convey


<PAGE>
                                      -65-


or otherwise dispose of or assign all or substantially all of the assets of the
Company or the Company and the Restricted Subsidiaries (taken as a whole) or (b)
consummate a Plan of Liquidation unless, in either case:

                  (1) either:

                           (a) the Company will be the surviving or continuing
                  Person; or

                           (b) the Person formed by or surviving such
                  consolidation or merger or to which such sale, lease,
                  conveyance or other disposition shall be made (or, in the case
                  of a Plan of Liquidation, any Person to which assets are
                  transferred) (collectively, the "Successor") is a corporation
                  organized and existing under the laws of any State of the
                  United States of America or the District of Columbia, and the
                  Successor expressly assumes, by supplemental indenture in form
                  and substance satisfactory to the Trustee, all of the
                  obligations of the Company under the Notes, this Indenture and
                  the Registration Rights Agreement;

                  (2) immediately prior to and immediately after giving effect
         to such transaction and the assumption of the obligations as set forth
         in clause (1)(b) above and the incurrence of any Indebtedness to be
         incurred in connection therewith, no Default shall have occurred and be
         continuing; and

                  (3) immediately after and giving effect to such transaction
         and the assumption of the obligations set forth in clause (1)(b) above
         and the incurrence of any Indebtedness to be incurred in connection
         therewith, and the use of any net proceeds therefrom on a pro forma
         basis, (a) the Consolidated Net Worth of the Company or the Successor,
         as the case may be, would be at least equal to the Consolidated Net
         Worth of the Company immediately prior to such transaction and (b) the
         Company or the Successor, as the case may be, could incur $1.00 of
         additional Indebtedness pursuant to the Coverage Ratio Exception.

For purposes of this covenant, any Indebtedness of the Successor which was not
Indebtedness of the Company immediately prior to the transaction shall be deemed
to have been incurred in connection with such transaction.

                  (b) Except as provided in Section 10.04, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, whether or not affiliated with such Guarantor,
unless:


<PAGE>
                                      -66-


                  (1)      either

                           (a) such Guarantor will be the surviving or
                  continuing Person; or

                           (b) the Person formed by or surviving any such
                  consolidation or merger assumes, by supplemental indenture in
                  form and substance satisfactory to the Trustee, all of the
                  obligations of such Guarantor under the Note Guarantee of such
                  Guarantor, this Indenture and the Registration Rights
                  Agreement; and

                  (2) immediately after giving effect to such transaction, no
         Default shall have occurred and be continuing.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries, the Equity Interests of which constitute all or
substantially all of the properties and assets of the Company, will be deemed to
be the transfer of all or substantially all of the properties and assets of the
Company.

                  Upon any consolidation, combination or merger of the Company
or a Guarantor, or any transfer of all or substantially all of the assets of the
Company in accordance with the foregoing, in which the Company or such Guarantor
is not the continuing obligor under the Notes or its Note Guarantee, the
surviving entity formed by such consolidation or into which the Company or such
Guarantor is merged or to which the conveyance, lease or transfer is made will
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor under this Indenture, the Notes and the Note
Guarantees with the same effect as if such surviving entity had been named
therein as the Company or such Guarantor and, except in the case of a
conveyance, transfer or lease, the Company or such Guarantor, as the case may
be, will be released from the obligation to pay the principal of and interest on
the Notes or in respect of its Note Guarantee, as the case may be, and all of
the Company's or such Guarantor's other obligations and covenants under the
Notes, this Indenture and its Note Guarantee, if applicable.

                  Notwithstanding the foregoing, any Restricted Subsidiary may
merge into the Company or another Restricted Subsidiary.

         Section 5.02. Successor Substituted.

                  Upon any consolidation, merger, sale, assignment, transfer,
lease or other disposition of all or substantially all of the assets of the
Company or the Company and its Restricted Subsidiaries (taken as a whole) in
accordance with Section 5.01 above, the Successor shall succeed to, and be
substituted for, and may exercise every right and power of, and shall


<PAGE>
                                      -67-


assume every duty and Obligation of, the Company under this Indenture with the
same effect as if such Successor had been named as the Company herein. When the
Successor assumes all Obligations of the Company hereunder, all Obligations of
the predecessor shall terminate.

                  If the Successor shall have succeeded to and been substituted
for the Company, such Successor may cause to be signed, and may issue either in
its own name or in the name of the Company prior to such succession any or all
of the Notes issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such Successor,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Notes which previously shall have been signed and delivered by the Officers
of the Company to the Trustee for authentication, and any Notes which such
Successor thereafter shall cause to be signed and delivered to the Trustee for
that purpose (in each instance with notations of Guarantees thereon by the
Guarantors). All of the Notes so issued and so endorsed shall in all respects
have the same legal rank and benefit under this Indenture as the Notes
theretofore or thereafter issued and endorsed in accordance with the terms of
this Indenture and the Guarantees as though all such Notes had been issued and
endorsed at the date of the execution hereof.

                  In case of any such consolidation, merger, continuance, sale,
transfer, conveyance or other disposal, such changes in phraseology and form
(but not in substance) may be made in the Notes thereafter to be issued or the
Guarantees to be endorsed thereon as may be appropriate.

                  For all purposes of this Indenture and the Notes, Subsidiaries
of any Successor will, upon such transaction or series of transactions, become
Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to
this Indenture and all Indebtedness, and all Liens on property or assets, of the
Successor and its Subsidiaries immediately prior to such transaction or series
of transactions shall be deemed to have been incurred upon such transaction or
series of transactions.


                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

         Section 6.01. Events of Default.

                  Each of the following is an "Event of Default":

         (1) failure by the Company to pay interest on any of the Notes when it
         becomes due and payable and the continuance of any such failure for 30
         days;


<PAGE>
                                      -68-


         (2) failure by the Company to pay the principal of or premium, if any,
         on any of the Notes when it becomes due and payable, whether at stated
         maturity, upon redemption, upon purchase, upon acceleration or
         otherwise;

         (3) failure by the Company to comply with any of its agreements or
         covenants described above in Section 5.01 of this Indenture or in
         respect of its obligations to make a Change of Control Offer as
         described above under Section 4.08 of this Indenture;

         (4) failure by the Company to comply with any other agreement or
         covenant in this Indenture and continuance of this failure for 60 days
         after notice of the failure has been given to the Company by the
         Trustee or by the Holders of at least 25% of the aggregate principal
         amount of the Notes then outstanding;

         (5) default under any mortgage, indenture or other instrument or
         agreement under which there may be issued or by which there may be
         secured or evidenced Indebtedness of the Company or any Restricted
         Subsidiary, whether such Indebtedness now exists or is incurred after
         the Issue Date, which default:

                           (a) is caused by a failure to pay when due principal
                  on such Indebtedness within the applicable express grace
                  period,

                           (b) results in the acceleration of such Indebtedness
                  prior to its express final maturity or

                           (c) results in the commencement of judicial
                  proceedings to foreclose upon, or to exercise remedies under
                  applicable law or applicable security documents to take
                  ownership of, the assets securing such Indebtedness, and

         in each case, the principal amount of such Indebtedness, together with
         any other Indebtedness with respect to which an event described in
         clause (a), (b) or (c) has occurred and is continuing, aggregates $10.0
         million or more;

         (6) one or more judgments or orders that exceed $10.0 million in the
         aggregate (net of amounts covered by insurance or bonded) for the
         payment of money have been entered by a court or courts of competent
         jurisdiction against the Company or any Restricted Subsidiary and such
         judgment or judgments have not been satisfied, stayed, annulled or
         rescinded within 60 days of being entered;

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


<PAGE>
                                      -69-


                           (a) commences a voluntary case,

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

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

                           (d) makes a general assignment for the benefit of its
                  creditors;

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

                           (a) is for relief against the Company or any
                  Significant Subsidiary as debtor in an involuntary case,

                           (b) appoints a Custodian of the Company or any
                  Significant Subsidiary or a Custodian for all or substantially
                  all of the assets of the Company or any Significant
                  Subsidiary, or

                           (c) orders the liquidation of the Company or any
                  Significant Subsidiary,

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

         (9) any Note Guarantee of any Significant Subsidiary ceases to be in
         full force and effect (other than in accordance with the terms of such
         Note Guarantee and this Indenture) or is declared null and void and
         unenforceable or found to be invalid or any Guarantor denies its
         liability under its Note Guarantee (other than by reason of release of
         a Guarantor from its Note Guarantee in accordance with the terms of
         this Indenture and the Note Guarantee).

         Section 6.02. Acceleration.

                  If an Event of Default (other than an Event of Default
specified in clause 6.01(7) or (8) above with respect to the Company), shall
have occurred and be continuing under this Indenture, the Trustee, by written
notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding by written notice to the Company and the
Trustee, may declare all amounts owing under the Notes to be due and payable
immediately. Upon such declaration of acceleration, the aggregate principal of,
premium, if any, and accrued and unpaid interest on the outstanding Notes shall
immediately become due and payable. If an Event of Default specified in clause
6.01(7) or (8) above with respect


<PAGE>
                                      -70-


to the Company occurs, all outstanding Notes shall become due and payable
without any further action or notice.

                  After any such acceleration, but before a judgment or decree
based on acceleration, Holders of a majority in aggregate principal amount of
the outstanding Notes by notice to the Company and the Trustee may rescind an
acceleration and its consequences if:

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

                              (i)      all money paid or advance by the Trustee
                                       hereunder and the reasonable
                                       compensation, expenses, disbursements and
                                       advances of the Trustee, its agents and
                                       counsel, and any other amounts due to the
                                       Trustee under Section 7.07.

                              (ii)     all overdue installments of interest on,
                                       and any other amounts due in respect of,
                                       all Notes;

                              (iii)    the principal of (and premium, if any,
                                       on) any Notes that have become due
                                       otherwise than by such declaration of
                                       acceleration and interest thereon at the
                                       rate or rates prescribed therefor in the
                                       Notes and this Indenture; and

                              (iv)     to the extent that payment of such
                                       interest is lawful, interest upon
                                       defaulted interest at the rate or rates
                                       prescribed therefor in the Notes and this
                                       Indenture;

                           (b) All Events of Default, other than the nonpayment
                  of principal of Notes which have become due solely by such
                  declaration of acceleration, have been cured or waived as
                  provided in Section 6.04;

                           (c) the annulment of such acceleration would not
                  conflict with any judgment or decree of a court of competent
                  jurisdiction; and

                           (d) the Company has delivered an Officers'
                  Certificate to the Trustee to the effect of clauses (b) and
                  (c) of this sentence.

                  No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

                  However, such limitations do not apply to a suit instituted by
a Holder of any Note for enforcement of payment of the principal of or interest
on such Note on or after the due date therefor (after giving effect to the grace
period specified Section 6.01 (1).


<PAGE>
                                      -71-


         Section 6.03. Other Remedies.

                  Notwithstanding any other provision of this Indenture, if an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal,
premium, if any, or interest 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 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.

         Section 6.04. Waiver of Past Defaults.

                  Subject to Sections 6.07 and 9.02 the Holders of a majority in
principal amount of the Notes then outstanding by notice to the Trustee may
waive an existing Default or Event of Default and its consequences. When a
Default is waived, it is cured and ceases; but no such waiver shall extend to
any other Default.

         Section 6.05. Control by Majority.

                  The Holders of a majority in aggregate principal amount of the
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 the Trustee with respect to the Notes; provided that such
directions shall not be in conflict with any law or this Indenture. Before
proceeding to exercise any right or power under this Indenture at the direction
of such Holders, the Trustee shall be entitled to receive from such Holders
reasonable security or indemnity satisfactory to it against the costs, expenses
and liabilities which might be Incurred by it in complying with any such
direction.

         Section 6.06. Limitation on Suits.

                  Except as provided in Section 6.07, a Holder may pursue a
remedy with respect to this Indenture or the Notes only if:

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

                  (2) the Holders of at least 25% in aggregate principal amount
         of the Notes then outstanding make a written request to the Trustee to
         institute proceedings in respect of such Event of Default;


<PAGE>
                                      -72-


                  (3) such Holder or Holders furnish to the Trustee reasonable
         indemnity, satisfactory to the Trustee, against any loss, liability or
         expense to be thereby incurred (including reasonable attorneys' fees);

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the furnishing of indemnity; and

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

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

         Section 6.07. Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal, premium, if any,
or interest in respect of any such Note on the stated maturity expressed in such
Note, on or after the respective due dates expressed in the Note, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or adversely affected without the consent of the Holder.

         Section 6.08. Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.01(l) or (2)
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal, premium, if any, and interest remaining unpaid.

         Section 6.09. Trustee May File Proofs of Claim.

                  The Trustee may 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, any predecessor Trustee and the Holders allowed in any judicial
proceedings relative to the Company, its creditors or its property. All rights
of action and claims under this Indenture may be prosecuted and enforced by the
Trustee without the possession of any of the Notes or the production thereof in
any proceeding related thereto. Any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
the Notes any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder


<PAGE>
                                      -73-


thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of the Notes 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 for amounts due under Section 7.07;

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

                  THIRD: to the Company, the Guarantors to such other party as a
         court of competent jurisdiction shall decide.

                  The Trustee may fix a record date and payment date for any
payment by it to Holders 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 Trustee, a court in its discretion may require the filing by
any party litigant in the suit other than the Trustee of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, 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 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
by Holders of more than 10% in aggregate principal amount of the Notes then
outstanding.


                                    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


<PAGE>
                                      -74-


care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his own affairs.

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

                  (1) The Trustee need perform only those duties that are
         expressly set forth in this Indenture and no others.

                  (2) 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, in the case of certificates or opinions
         required to be furnished to it pursuant to any provision herein, the
         Trustee shall examine the certificates and opinions to determine
         whether or not they substantially conform to the requirements of this
         Indenture but need not verify the accuracy of the content thereof.

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

                  (1) this paragraph does not limit the effect of paragraph (b)
         of this Section 7.01.

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

                  (3) 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) 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) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any loss,
liability or expense (anticipated or actual which have or may arise), including
reasonable attorneys' fees.

                  (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.


<PAGE>
                                      -75-


                  (g) The Trustee shall not be required to give any bond or
surety with respect to the execution of its rights and powers or with respect to
this Indenture.

                  (h) The Trustee shall not be bound to ascertain or inquire as
to the performance or observance of any covenants, conditions or agreements on
the part of the Company hereunder.

         Section 7.02. Rights of Trustee

         Subject to the provisions of Section 7.01(a)

                  (a) The Trustee may conclusively rely on any document (whether
in its original or facsimile form) 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 Officer's Certificate and/or an Opinion of Counsel in form and
substance reasonably acceptable to the Trustee. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
certificate or opinion.

                  (c) The Trustee may act through 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 which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture; provided that the
trustee's conduct does not constitute unlawful misconduct or negligence.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability
whatsoever in the performance of any of its duties hereunder.

                  (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 pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction;

                  (g) the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Trust Officer if the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture;


<PAGE>
                                      -76-


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

                  (i) the Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals an/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

         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 or a
Related Person thereof with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee, however, must
comply with Sections 7.10 and 7.11.

         Section 7.04. Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Notes or Note Guarantees; it shall not be
accountable for the Company's use of the proceeds from the Notes; and it shall
not be responsible for any statement in the Notes other than its certificate of
authentication.

         Section 7.05. Notice of Defaults.

                  The Trustee shall, within 30 days after the occurrence of any
Default with respect to the Notes, give the Holders notice of all uncured
Defaults thereunder known to it; provided, however, that, except in the case of
an Event of Default in payment with respect to the Notes or a Default in
complying with Section 5.01, the Trustee shall be protected in withholding such
notice if and so long as a committee of its Trust Officers in good faith
determines that the withholding of such notice is in the interest of the
Holders.

         Section 7.06. Reports by Trustee to Holders.

                  If required by TIA Section 313(a), within 60 days after each
January 1 beginning with January 1, 2003, the Trustee shall mail to each Holder
as required by TIA Section 313(c) a brief report dated as of such date that
complies with TIA Section 313(a). The Trustee also shall comply with TIA Section
313(b) and (c).


<PAGE>
                                      -77-


                  A copy of each report at the time of its mailing to Holders
shall be filed by the Trustee with the SEC and each stock exchange, if any, on
which the Notes are listed. The Company shall notify the Trustee when the Notes
are listed on any stock exchange or delisted therefrom.

         Section 7.07. Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time such
compensation for its services as shall be agreed upon in writing between the
Company and the Trustee. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall promptly
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it in connection with administering this Indenture. Such expenses
shall include the reasonable compensation and out-of-pocket expenses of the
Trustee's agents and counsel.

                  The Company shall fully indemnify the Trustee and hold it
harmless against any and all loss, claim, damage, expense or liability
(including the reasonable fees and expenses of counsel) incurred by it in
connection with the administration of this Indenture and the performance of its
duties hereunder. The Company need not pay for any settlement made without its
consent. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnification. The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through or
attributable to the Trustee's own negligence, bad faith or willful misconduct.

                  To secure the Company's payment Obligations in this Section,
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.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law. The Trustee shall comply with the
provisions of TIA Section 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 7.08.

                  The Trustee may resign by so notifying the Company in writing.
The Holders of a majority in principal amount of the Notes may remove the
Trustee by so notifying in writing


<PAGE>
                                      -78-


the Trustee and the Company and may appoint a successor Trustee with the
Company's consent. The Company may remove the Trustee if:

                  (1) the Trustee fails to comply with Section 7.10;

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

                  (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (4) 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 Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in aggregate principal amount of the
Notes then outstanding may petition at the expense of the Company a federal
court or any court of competent jurisdiction for the appointment of a successor
Trustee.

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

                  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 the Holders. The retiring Trustee shall upon payment of its
charges hereunder promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the Lien provided for in Section 7.07.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section 7.08, the Company's obligation to compensate the retiring Trustee
under Section 7.07 for services rendered prior to its retirement and the
Company's obligation to indemnify the Trustee under Section 7.07 shall continue
for the benefit of the retiring Trustee and shall survive termination of this
Indenture.


<PAGE>
                                      -79-



         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.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all cases such certificates shall have the full force which it
is anywhere in the Notes or in this Indenture.

         Section 7.10. Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b), provided that there shall be excluded from the operation of
TIA Section 310(b)(1) any indenture or indentures under which other securities,
or certificates of interest or participation in other securities, of the Company
are outstanding and meeting the requirements for exclusion set forth in TIA
Section 310(b)(1).

         Section 7.11. Preferential Collection of Claims Against Company.

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


                                    ARTICLE 8

                                   DEFEASANCE

         Section 8.01. Option to Effect Defeasance or Covenant Defeasance.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution of its Board of Directors, a copy of which shall be
delivered to the Trustee, at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article 8.


<PAGE>
                                      -80-


         Section 8.02. Legal Defeasance.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their respective Obligations with respect
to all outstanding Notes, this Indenture and the Guarantees on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes and the
Company and the Guarantors shall be deemed to have satisfied all of their
obligations under such Notes, this Indenture and the Guarantees (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder:

                           (a) the rights of Holders of such Notes to receive,
                  solely from the trust fund described in Section 8.04 hereof
                  and as more fully set forth in Section 8.04, payments in
                  respect of the principal of and any premium and interest on
                  such Notes when payments are due (but not the Change of
                  Control Purchase Price or the Offered Price),

                           (b) the Company's obligations with respect to such
                  Notes under Sections 2.05, 2.06, 2.07, 2.08, 2.10, and 4.02
                  hereof,

                           (c) the rights, powers, trusts, duties and immunities
                  of the Trustee under this Indenture,

                           (d) Article 3 hereof, and

                           (e) 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.

         Section 8.03. Covenant Defeasance.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, (i) the Company and the Guarantors
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
Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16,
4.17, 4.18, 4.19 and Sections 5.01(a)(iii) and 5.01(b) hereof and any covenant
added to this Indenture subsequent to the Issue Date pursuant to Section 9.01
hereof with respect to the outstanding Notes and (ii) the occurrence of any
event specified in Section 6.01(c) or 6.01(d)


<PAGE>
                                      -81-


hereof, with respect to any of Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and Sections 5.01(a)(iii)
and 5.01(b) hereof, and any covenant added to this Indenture subsequent to the
Issue Date pursuant to Section 9.01 hereof, shall be deemed not to be or result
in an Event of Default, in each case with respect to such Notes as provided in
this Section 8.03 on and after the date on which the conditions set forth in
Section 8.04 hereof are satisfied, 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 the Guarantors may omit
to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant (to the extent so specified in the
case of Section 6.01(c) or 6.01(d) hereof), 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, the Guarantees and the Notes shall be unaffected
thereby.

         Section 8.04. Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

         (1) the Company must irrevocably deposit with the Trustee, in trust,
         for the benefit of the Holders, U.S. legal tender, U.S. Government
         Obligations or a combination thereof, in such amounts as will be
         sufficient (without reinvestment) in the opinion of a nationally
         recognized firm of independent public accountants selected by the
         Company, to pay the principal of, premium, if any, on and interest on
         the Notes on the stated date for payment or on the redemption date of
         the principal or installment of principal of or interest on the Notes,
         and the Holders must have a valid, perfected, exclusive security
         interest in such trust,

         (2) in the case of Legal Defeasance, the Company shall have delivered
         to the Trustee an opinion of counsel in the United States reasonably
         acceptable to the Trustee confirming that:

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


<PAGE>
                                      -82-


                           (b) since the date of this Indenture, there has been
                  a change in the applicable U.S. federal income tax law,

         in either case to the effect that, and based thereon this opinion of
         counsel shall confirm that, the Holders will not recognize income, gain
         or loss for U.S. federal income tax purposes as a result of the Legal
         Defeasance and will be subject to U.S. federal income tax 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,

         (3) in the case of Covenant Defeasance, 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 will
         not recognize income, gain or loss for U.S. federal income tax purposes
         as a result of such Covenant Defeasance and will be subject to U.S.
         federal income tax on the same amounts, in the same manner and at the
         same times as would have been the case if the Covenant Defeasance had
         not occurred,

         (4) no Default shall have occurred and be continuing on the date of
         such deposit (other than a Default resulting from the borrowing of
         funds to be applied to such deposit and the grant of any Lien securing
         such borrowing),

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

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

         (7) the Company shall have delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that the conditions
         provided for in, in the case of the Officers' Certificate, clauses (1)
         through (6) and, in the case of the Opinion of Counsel, clauses (1)
         (with respect to the validity and perfection of the security interest),
         (2) and/or (3) and (5) of this paragraph have been complied with.

                  If the funds deposited with the Trustee to effect Covenant
Defeasance are insufficient to pay the principal of and interest on the Notes
when due, then the Company's obligations and the obligations of Guarantors under
this Indenture will be revived and no such defeasance will be deemed to have
occurred.


<PAGE>
                                      -83-


         Section 8.05. Termination of the Obligations by Satisfaction or
                       Pursuant to Redemption.

                  This Indenture shall upon the request of the Company cease to
be of further effect (except as to surviving rights of registration of transfer,
substitution or exchange of Notes herein expressly provided for, the Company's
obligations under Sections 7.07 and 8.07 hereof, the Company's rights of
optional redemption under Article 3 hereof, and the Company's, the Trustee's and
the Paying Agent's obligations under Section 8.06 hereof) and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture if:

         (1) all the Notes that have been authenticated and delivered (except
         lost, stolen or destroyed Notes which have been replaced or paid and
         Notes for whose payment money has been deposited in trust or segregated
         and held in trust by the Company and thereafter repaid to the Company
         or discharged from this trust) have been delivered to the Trustee for
         cancellation, or

         (2) (a) all Notes not delivered to the Trustee for cancellation
         otherwise have become due and payable or have been called for
         redemption pursuant to the provisions described in paragraph 6 of the
         Notes and the Company has irrevocably deposited or caused to be
         deposited with the Trustee funds in trust in an amount of money
         sufficient to pay and discharge the entire Indebtedness (including all
         principal, premium, if any, and accrued and unpaid interest) on the
         Notes not theretofore delivered to the Trustee for cancellation,

                  (b) the Company has paid all sums payable by it under this
         Indenture, and

                  (c) the Company has delivered irrevocable instructions to the
         Trustee to apply the deposited money toward the payment of the Notes at
         maturity or on the date of redemption, as the case may be.

                  In addition, the Company must deliver an Officers' Certificate
and an Opinion of Counsel stating that all conditions precedent to satisfaction
and discharge have been complied with.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 7.07,
7.08, and this Article 8, and the Trustee's and Paying Agent's obligations in
Section 8.06 shall survive until the Notes are no longer outstanding.
Thereafter, only the Company's obligations in Sections 7.07, 8.06 and 8.07 and
the Trustee's and Paying Agent's obligations in Section 8.07 shall survive.


<PAGE>
                                      -84-


                  In order to have money available on a payment date to pay
principal (and premium, if any, on) or interest on the Notes, the U.S.
Government Obligations shall be payable as to principal (and premium, if any) or
interest (and Special Interest, if any) at least one Business Day before such
payment date in such amounts as will provide the necessary money.

         Section 8.06. Application of Trust Money.

                  All money deposited with the Trustee pursuant to Section 8.04
or 8.05 shall be held in trust and, at the written direction of the Company, be
invested prior to maturity in non-callable U.S. Government Obligations, and
applied by the Trustee in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or indirectly or through any Paying
Agent as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for the payment of which money has
been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         Section 8.07. Repayment to the Company.

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon written request any excess money or securities held by them at any
time.

                  The Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal or interest
that remains unclaimed for two years after the date upon which such payment
shall have become due; provided, that the Company shall have either caused
notice of such payment to be mailed to each Holder of the Notes entitled thereto
no less than 30 days prior to such repayment or within such period shall have
published such notice in a financial newspaper of widespread circulation
published in The City of New York, including, without limitation, The Wall
Street Journal (national edition). After payment to the Company, Holders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

         Section 8.08. Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 8.06 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and Guarantors' Obligations under this Indenture, the
Notes and the Guarantees shall be revived and reinstated as though no deposit

<PAGE>
                                      -85-


has occurred pursuant to Section 8.04 or 8.05 until such time as the Trustee or
Paying Agent is permitted to apply all such money or U.S. Government Obligations
in accordance with Section 8.06, provided, however, that if the Company or the
Guarantors have made any payment of interest on or principal (and premium, if
any) of any Notes because of the reinstatement of their Obligations, the Company
or such Guarantors shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the money or U.S. Government Obligations held
by the Trustee or Paying Agent.


                                    ARTICLE 9

                      AMENDMENTS, MODIFICATIONS AND WAIVERS

         Section 9.01. Without Consent of Holders.

                  The Company, the Guarantors and the Trustee may amend this
Indenture, the Note Guarantees or the Notes without the consent of any Holder:

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

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

                  (3) to provide for the assumption of the Company's or any
         Guarantor's obligations to the Holders in the case of a merger or
         acquisition;

                  (4) to add Guarantors or to release any Guarantor from any of
         its obligations under its Note Guarantee or this Indenture (to the
         extent permitted by this Indenture);

                  (5) to make any change that does not materially adversely
         affect the rights of any Holder;

                  (6) in case of the case of this Indenture, to comply with the
         requirements of SEC to qualify or maintain the qualification of this
         Indenture under the TIA;

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

                  (8) to add any additional Events of Default; or

                  (9) to secure the Notes and/or the Guarantees.


<PAGE>
                                      -86-


                  For the purposes of this Section 9.01, the Trustee may, in its
discretion, determine whether or not the Holder of any Notes would be materially
adversely affected by any amendment or supplement to this Indenture and any such
determination shall be conclusive upon every Holder, whether theretofore or
thereafter entered into. The Trustee shall, subject to the express provisions of
this Indenture, not be liable for any such determination made in good faith and
shall be entitled to, and may rely upon, an Opinion of Counsel with respect
thereto.

         Section 9.02. With Consent of Holders.

                  This Indenture and the Notes may be amended, with the consent
(which may include consents obtained in connection with a tender offer or
exchange offer for Notes) of the Holders of at least a majority in principal
amount of the Notes then outstanding, and any existing Default under, or
compliance with any provision of , this Indenture may be waived, (other than any
continuing Default or in the payment of the principal of, premium, if any, on or
interest on of the Notes), with the consent (which may include consents obtained
in connection with a tender offer or exchange offer for Notes) of the Holders of
a majority in principal amount of the Notes then outstanding; provided that:

                  (a) no such amendment may, without the consent of the Holders
         of two-thirds in aggregate principal amount of Notes then outstanding,
         amend the obligation of the Company under Section 4.08 of this
         Indenture or the related definitions that could adversely affect the
         rights of any Holder; and

                  (b) without the consent of each Holder affected, the Company
         and the Trustee may not:

                           (1) change the maturity of any Note;

                           (2) reduce the amount, extend the due date or
                  otherwise affect the terms of any scheduled payment of
                  interest on or principal of the Notes;

                           (3) reduce any premium payable upon optional
                  redemption of the Notes, change the date on which any Notes
                  are subject to redemption or otherwise alter the provisions
                  with respect to the redemption of the Notes;

                           (4) make any Note payable in money or currency other
                  than that stated in the Notes;

                           (5) modify or change any provision of this Indenture
                  or the related definitions to affect the ranking of the Notes
                  or any Note Guarantee in a manner that adversely affects the
                  Holders;


<PAGE>
                                      -87-


                           (6) reduce the percentage of Holders necessary to
                  consent to an amendment or waiver to this Indenture or the
                  Notes;

                           (7) impair the right of any Holder of the Notes to
                  receive payment of principal of and interest on such Holder's
                  Notes on or after the due dates therefor or to institute suit
                  for the enforcement of any payment on or with respect to such
                  Holder's Notes;

                           (8) release any Guarantor from any of its obligations
                  under its Note Guarantee or this Indenture, except as
                  permitted by this Indenture; or

                           (9) make any change in these amendment and waiver
                  provisions.

         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 or waiver, but it shall be sufficient if such consent
         approves the substance thereof.

         Section 9.03. Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture, the Notes or
the Note Guarantees shall comply with the TIA as then in effect.

         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 and
every subsequent Holder of a Note or portion of a Note that 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 or subsequent Holder may revoke the
consent as to his Note or portion of a Note if the Trustee receives notice of
revocation before the date the amendment, supplement or waiver 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 give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date if fixed, then notwithstanding the
immediately preceding subsection, those Persons who were Holders at such record
date (or their designated proxies), and only those Persons, shall be entitled to
give such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders after such record
date. No consent shall be valid or effective for more than 120 days after such
record date.


<PAGE>
                                      -88-


                  After an amendment, supplement or waiver becomes effective
with respect to this Indenture or the Notes, it shall bind every Holder unless
it makes a change described in any of clauses (1) through (9) of Section 9.02.
In that case the amendment, supplement or waiver shall bind each Holder of a
Note who has consented to it, and provided that notice of such amendment,
supplement or waiver is reflected on a Note that evidences the same debt as the
consenting Holder's Note, every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder's Note.

         Section 9.05. Notation on or Exchange of Notes.

                  If an amendment, supplement or waiver changes the terms of a
Note, the Trustee may require the Holder of the Note to deliver it to the
Trustee. The Trustee may place an appropriate notation on the Note about the
changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Note shall issue and the
Trustee shall authenticate a new Note that reflects the changed terms. 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 Protected.

                  The Trustee need not sign any amendment, supplement or waiver
authorized pursuant to this Article that the Trustee shall conclude in its
reasonable judgment adversely affects the Trustee's rights. The Trustee shall be
entitled to receive and rely upon an Opinion of Counsel and an Officers
Certificate that any supplemental indenture complies with this Indenture.


                                   ARTICLE 10

                               GUARANTEE OF NOTES

         Section 10.01. Guarantee.

                  Subject to the provisions of this Article 10, each Guarantor,
by execution of this Indenture, jointly and severally, unconditionally
guarantees to each Holder (i) the due and punctual payment of the principal of
and interest on each Note, when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise, the due and punctual payment
of interest on the overdue principal of and interest on the Notes, to the extent
lawful, and the due and punctual payment of all other Obligations and due and
punctual performance of all obligations of the Company to the Holders or the
Trustee all in accordance with the terms of such Note, this Indenture and the
Registration Rights Agreement, and (ii) in the case of any extension of time of
payment or renewal of any Notes or any of such other Obligations,


<PAGE>
                                      -89-


that the same will be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, at stated maturity, by acceleration
or otherwise.

         Section 10.02. Execution and Delivery of Guarantee.

                  To further evidence the Guarantee set forth in Section 10.01,
each Guarantor hereby agrees that a notation of such Guarantee, substantially in
the form included in Exhibit B hereto, shall be endorsed on each Note
authenticated and delivered by the Trustee and such Guarantee shall be executed
by either manual or facsimile signature of an Officer or an Officer of a general
partner, as the case may be, of each Guarantor. The validity and enforceability
of any Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

                  Each of the Guarantors hereby agrees that its Guarantee set
forth in Section 10.01 above shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Guarantee.

                  If an officer of a Guarantor whose signature is on this
Indenture or a Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which such Guarantee is endorsed or at any time
thereafter, such Guarantor's Guarantee of such Note shall be valid nevertheless.

                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of any Guarantee
set forth in this Indenture on behalf of the Guarantor.

         Section 10.03. Limitation of Guarantee.

                  The obligations of each Subsidiary Guarantor under its Note
Guarantee will be limited to the maximum amount as will, after giving effect to
all other contingent and fixed liabilities of such Subsidiary Guarantor
(including, without limitation, any guarantees under the Credit Agreement
permitted under Section 4.10 of this Indenture) and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Note Guarantee or pursuant to its contribution obligations under this
Indenture, result in the obligations of such Subsidiary Guarantor under its Note
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal, state, or foreign law. Each Subsidiary Guarantor that makes a payment
for distribution under its Note Guarantee is entitled to a contribution from
each other Subsidiary Guarantor in a pro rata amount based on adjusted net
assets of each Subsidiary Guarantor.


<PAGE>
                                      -90-


         Section 10.04. Release of Guarantor.

                  In the event of a sale or other disposition of all of the
assets of any Subsidiary Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Equity Interests of any
Subsidiary Guarantor then held by the Company and the Restricted Subsidiaries,
then that Subsidiary Guarantor will be released and relieved of any obligations
under its Note Guarantee; provided that the Net Available Proceeds of such sale
or other disposition are applied in accordance with Section 4.15 of this
Indenture. Any Subsidiary Guarantor that is designated as an Unrestricted
Subsidiary or that otherwise ceases to be a Subsidiary Guarantor, in each case
in accordance with the provisions of this Indenture, will be released from its
Note Guarantee upon effectiveness of such Designation or when it first ceases to
be a Restricted Subsidiary, as the case may be.

                  The Trustee shall deliver an appropriate instrument evidencing
the release of a Guarantor upon receipt of a request of the Company accompanied
by an Officers Certificate certifying as to the compliance with this Section
10.04. Any Guarantor not so released or the entity surviving such Guarantor, as
applicable, will remain or be liable under its Note Guarantee as provided in
this Article 10.

                  The Trustee shall execute any documents reasonably requested
by the Company or a Guarantor in order to evidence the release of such Guarantor
from its Obligations under its Note Guarantee endorsed on the Notes and under
this Article 10.

         Section 10.05. Waiver of Subrogation.

                  Until such time as the Notes and the other Obligations of the
Company Guaranteed hereof have been satisfied in full, each Guarantor hereby
irrevocably waives any claim or other rights which it may now or hereafter
acquire against the Company that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under its Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Notes against the Company, whether or not such
claim, remedy or right arises in equity, or under contract, statute or common
law, including, without limitation, the right to take or receive from the
Company, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or Note on account of such claim or other rights. If
any amount shall be paid to any Guarantor in violation of the preceding sentence
and the Notes shall not have been paid in full, such amount shall have been
deemed to have been paid to such Guarantor for the benefit of, and held in trust
for the benefit of, the Holders, and shall forthwith be paid to the Trustee for
the benefit of such Holders to be credited and applied upon the Notes, whether
matured or unmatured, in accordance with the terms of this Indenture. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the


<PAGE>
                                      -91-


financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 10.05 is knowingly made in contemplation of such benefits.

         Section 10.06. Obligation of Guarantors Unconditional.

                  Nothing contained in this Article 10 or elsewhere in this
Indenture, in any Note or in any Note Guarantee is intended to or shall impair,
as between the Guarantors and their respective creditors, the obligation of the
Guarantors, which is absolute and unconditional, to pay to the Holders of the
Notes the principal of and interest on the Notes as and when the same shall
become due and payable in accordance with the terms of the Note Guarantees, or
is intended to or shall affect the relative rights of the Holders of the Note
and creditors of the Guarantors, nor shall anything herein or therein prevent
the Trustee or the Holder of any Note from exercising all remedies otherwise
permitted by applicable law upon Default under this Indenture. Upon any
distribution of assets of any Guarantor referred to in this Article 10, the
Trustee, subject to the provisions of Sections 7.01 and 7.02, and the Holders of
the Notes shall be entitled to conclusively rely upon any order or decree by any
court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending, or a certificate of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or the Holders of the Notes, for the purpose of ascertaining the Persons
entitled to participate in such distribution, of other indebtedness of the
Guarantors, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.
Nothing contained in this Article 10 or elsewhere in this Indenture, in any Note
or in any Note Guarantee is intended to or shall affect the obligation of the
Guarantors to make, or prevent the Guarantors from making, at any time except
during the pendency of any dissolution, winding up, liquidation or
reorganization proceeding, and except during the continuance of any default
specified in Section 6.02 (not cured or waived), payments at any time of the
principal or of interest on the Notes.

         Section 10.07. Article 10 Not To Prevent Events of Default.

                  The failure to make a payment of principal of or interest on
the Notes by reason of any provision of this Article shall not be construed as
preventing the occurrence of an Event of Default under Section 6.01.

         Section 10.08. Guarantors May Consolidate, Etc., on Certain Terms.

                  Except as set forth in Articles 4 and 5 and this Section
10.08, nothing contained in this Indenture or in any of the Notes shall prevent
any consolidation or merger of a Guarantor with or into the Company or another
Guarantor or shall prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Company or another
Guarantor.


<PAGE>
                                      -92-


                                   ARTICLE 11

                                  MISCELLANEOUS

         Section 11.01. Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

         Section 11.02. Notices.

                  Any notice or communication by the Company or the Trustee to
the other is duly given if in writing and delivered in person, mailed by
first-class mail or by express delivery to the other's address stated in this
Section 11.02. The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

                  Any notice or communication to a Holder shall be mailed by
first-class mail to his address shown on the Register kept by the Registrar.
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.

                  All notices or communications shall be in writing.

                  The Company's address is:

                           Petroleum Helicopters, Inc.
                           Post Office Box 90808
                           Municipal Airport
                           Lafayette, LA 70509-0808
                           Attention: Corporate Secretary

<PAGE>
                                      -93-


                  The Trustee's address is:

                           The Bank of New York
                           101 Barclay Street
                           21 West
                           New York, NY 10286
                           Attention:  Corporate Trust Administration

         Section 11.03. Communication by Holders with Other Holders.

                  Holders may communicate pursuant to TIA Section 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 Section 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:

                  (1) an Officers' Certificate stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) to the extent expressly required by this Indenture or as
         otherwise may be reasonably requested by the Trustee, an Opinion of
         Counsel stating that, in the opinion of such counsel, all such
         conditions precedent have been complied with.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.

                  Any certificate or opinion of an Officer of the Company or any
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such Officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, and may state that it is so based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, an Officer or Officers of the Company or such Guarantor stating that the
information with respect to such factual matters is in the possession


<PAGE>
                                      -94-


of the Company or such Guarantor, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate of opinion or
representations with respect to such matters are erroneous.

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

         Section 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 Section 314(a)(4) shall comply with the provisions of
TIA Section 314(e), shall include:

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

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

                  (3) a statement that, in the opinion of such Person, he 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 complied with; and

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

         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 their respective functions.

         Section 11.07. Legal Holidays.

                  A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions are not required to be open in The City of New York, in the
State of New York, or in the city in which the Trustee administers its corporate
trust business in respect of this Indenture or the city in which the Company has
its chief executive office. 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 on that payment for the
intervening period.


<PAGE>
                                      -95-


         Section 11.08. No Personal Liability of Directors, Officers, Employees,
                        and Stockholders.

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

         Section 11.09. Duplicate Originals.

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement. One signed copy is enough to prove this Indenture.

         Section 11.10. Governing Law.

                  This Indenture, the Notes and the Note Guarantees will be
governed by, and construed in accordance with, the laws of the State of New
York.

         Section 11.11. No Adverse Interpretation of Other Agreements.

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

         Section 11.12. Successors.

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

         Section 11.13. Separability.

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


<PAGE>
                                      -96-


         Section 11.14. Benefits of Indenture.

                  Nothing in this Indenture or in the Notes or Note Guarantees,
expressed or implied, shall give to any Person, other than the parties hereto
and their successors hereunder and the Holders of Notes, any benefits or any
legal or equitable right, remedy or claim under this Indenture.

         Section 11.15. 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 hereof and shall in no way
modify or restrict any of the terms or provisions hereof.



<PAGE>
                                      -97-





                                   SIGNATURES


                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the date first written above.

                                        PETROLEUM HELICOPTERS, INC.,
                                             as the Company


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


                                        EACH OF THE CORPORATE GUARANTORS LISTED
                                          ON SCHEDULE I ATTACHED HERETO


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


                                        THE BANK OF NEW YORK, as Trustee,


                                        By:   /s/ ROBERT A. MASSIMILLO
                                           -------------------------------------
                                           Name:  Robert A. Massimillo
                                           Title: Vice President





<PAGE>




                                                                      Schedule I


                             SCHEDULE OF GUARANTORS


                   GUARANTORS

                1. International Helicopter Transport, Inc.

                2. Evangeline Airmotive, Inc.

                3. Air Evac Services, Inc.

                4. PHI Aeromedical Services, Inc.

                5. Petroleum Helicopters International, Inc.

                6. Acadian Composites, L.L.C.

                7. Helicopter Management, L.L.C.

                8. Helicopter Leasing, L.L.C.



<PAGE>
                                      -2-


                                                                     Schedule II


                      SCHEDULE OF UNRESTRICTED SUBSIDIARIES

UNRESTRICTED SUBSIDIARIES

Petroleum Helicopters de Bolivia, Inc.
Heli-Tours, Inc.
Transnational Transit, Ltd.
Asia Aircraft Overseas, Inc.
CA/PHI, L.L.C.
PHI Thailand, L.L.C.



<PAGE>






                                                                       EXHIBIT A


                                    SPECIMEN


                           PETROLEUM HELICOPTERS, INC.


                                                                   $
                                                                    ------------
                                                        CUSIP NO.:
                                                                   -------------

         THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
         IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
         STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
         THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
         TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
         EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY 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 OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF
         THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF PETROLEUM
         HELICOPTERS, INC. (THE "COMPANY") THAT (A) SUCH NOTE MAY BE RESOLD,
         PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO THE
         SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN
         A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
         SECURITIES ACT, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
         144 OF THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN
         PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE
         904 OF REGULATION S UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH
         ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
         ACT, PROVIDED THAT IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (d)
         SUCH TRANSFER IS SUBJECT TO THE RECEIPT BY THE REGISTRAR (AND THE
         COMPANY, IF IT SO REQUESTS) OF A CERTIFICATION OF THE TRANSFEROR AND AN
         OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE
         WITH THE SECURITIES ACT, (ii) TO THE COMPANY OR (iii) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH
         CASE, IN


                                      A-1
<PAGE>



         ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
         UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND THE INDENTURE
         GOVERNING THE NOTES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
         IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED
         HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.(1)



--------

(1)      The Securities Act Legend should be placed only on Initial Notes.


                                      A-2


<PAGE>



REGISTERED                                                            REGISTERED
NUMBER                                                                DOLLARS


                                 [Face of Note]

                           PETROLEUM HELICOPTERS, INC.

                                      CUSIP

                          9 3/8% SENIOR NOTES DUE 2009


                  PETROLEUM HELICOPTERS, INC., a Louisiana corporation (herein
called the "Company"), for value received, hereby promises to pay to
_________________, or registered assigns, the principal sum of
___________________ ($____________) [or such greater or lesser amount as shall
be reflected on the books and records of the Trustee](2) on [ ], 2009, and to
pay interest thereon as provided on the reverse hereof, until the principal
hereof is paid or duly provided for.

                  Interest Payment Dates: May 1 and November 1 commencing on
November 1, 2002

                  Record Dates:  April 15 and October 15

                  The provisions on the back of this certificate are
incorporated as if set forth on the face hereof.


--------

(2)       This should be included only on Global Notes.



                                      A-3
<PAGE>



         IN WITNESS WHEREOF, PETROLEUM HELICOPTERS, INC. has caused this
instrument to be duly signed.

                                               PETROLEUM HELICOPTERS, INC.


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


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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in
the within mentioned Indenture.

THE BANK OF NEW YORK,
    as Trustee


By:
       ----------------------------------------------
       Name:
       Title:    Authorized Signatory


Dated: April 23, 2002


                                      A-4
<PAGE>



                                [REVERSE OF NOTE]

                           PETROLEUM HELICOPTERS, INC.

                          9 3/8% SENIOR NOTES DUE 2009


                  1. INTEREST. Petroleum Helicopters, Inc., a Louisiana
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. The Company shall pay interest
semi-annually on May 1 and November 1 of each year (each an "Interest Payment
Date"), commencing November 1, 2002. 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 of the Notes set forth on the face of
this Note. The Company shall pay interest (including post-petition interest in
any proceeding under any applicable Federal, State or foreign bankruptcy law) on
overdue installments of interest ("Defaulted 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. STATED MATURITY. The date on which the principal of the
Notes shall be payable, unless accelerated pursuant to the Indenture, is May 1,
2009.

                  3. METHOD OF PAYMENT. The Company will pay interest on the
Notes (except Defaulted Interest) and Liquidated Damages, if any, to the Persons
who are registered Holders of Notes at the close of business on April 15 or
October 15 immediately preceding the Interest Payment Date (each, a "Record
Date"), even if such Notes are canceled after such Record Date and on or before
such Interest Payment Date, except with respect to Defaulted Interest. If a
Holder has given wire transfer instructions to the Company at least ten Business
Days prior to the applicable payment date, the Company will make all payments on
such Holder's Notes by wire transfer of immediately available funds to the
account specified in those instructions. Otherwise, payments on the Notes will
be made at the office or agency of the paying agent (the "Paying Agent") and
registrar (the "Registrar") for the Notes within the City and State of New York
unless the Company elects to make interest payments by check mailed to the
Holders at their addresses set forth in the register of Holders.

                  4. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York
(the "Trustee") will act as Paying Agent and Registrar. The Company may change
any Paying Agent, Registrar or co-Registrar without notice. The Company may act
in any such capacity.

                  5. INDENTURE AND GUARANTEES. The Company issued the Notes
under an Indenture dated as of April 23, 2002 (the "Indenture") among the
Company, the Guarantors and the Trustee. The terms of the Notes are more fully
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended



                                      A-5
<PAGE>

(15 U.S. Code Sections 77aaa-77bbbb), as in effect on the date of the Indenture
(the "TIA"). The Notes are subject to all such terms, and Holders are referred
to the Indenture and the TIA for a statement of such terms. The Notes are
general unsecured senior obligations of the Company limited to $475.0 million,
of which $200.0 million will be issued in the Offering, and the remaining $275.0
million may be issued after the Issue Date (except for Notes issued in
substitution for destroyed, mutilated, lost or stolen Notes). Terms used herein
which are defined in the Indenture have the meanings assigned to them in the
Indenture.

                  Payment on the Notes is guaranteed (each, a "Note Guarantee"),
on a senior basis, jointly and severally, by each of the Guarantors pursuant to
Article 10 of the Indenture. In addition, the Indenture requires the Company to
cause any Subsidiary which is designated as a Restricted Subsidiary to be made a
Guarantor, and provides that, at the Company's discretion, any Unrestricted
Subsidiary may be made a Guarantor.

                  6. OPTIONAL REDEMPTION. (a) Except as set forth below, the
Notes may not be redeemed prior to May 1, 2006. At any time on or after May 1,
2006, the Company, at its option, may redeem the Notes, in whole or in part, at
the redemption prices (expressed as percentages of principal amount) set forth
below, together with accrued and unpaid interest thereon, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period beginning May 1 of the years indicated:

<Table>
<Caption>

                                                                           OPTIONAL
         YEAR                                                              REDEMPTION PRICE
         ----                                                              ----------------
<S>                                                                        <C>
         2006                                                              104.688%
         2007                                                              102.344%
         2008 and thereafter                                               100.000%
</Table>


                  (b) At any time prior to May 1, 2005, the Company may redeem
up to 35% of the aggregate principal amount of the Notes with the net cash
proceeds of one or more Qualified Equity Offerings at a redemption price equal
to 109.375% of the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest thereon, if any, to the date of redemption (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided that (1) at least 65% of the
aggregate principal amount of Notes issued under the Indenture remains
outstanding immediately after the occurrence of such redemption and (2) the
redemption occurs within 90 days of the date of the closing of any such
Qualified Equity Offering.

                  7. REGISTRATION RIGHTS. Pursuant to the Registration Rights
Agreement by and between the Company and the Initial Purchasers, the Company
shall be obligated to consummate an exchange offer pursuant to which the Holder
of this Note shall have


                                      A-6
<PAGE>


the right to exchange this Note for the Company's 9 3/8% Senior Notes due 2009
(the "Exchange Notes"), at such time as the Exchange Notes shall have been
registered under the Securities Act, in like principal amount and having terms
identical in all material respects to the Notes with the security legend
removed. The Holders of the Notes shall be entitled to receive certain
Liquidated Damages payments in the event such exchange offer is not consummated
and upon certain other conditions, all pursuant to and in accordance with the
terms of the Registration Rights Agreement.

                  8. RESTRICTIVE COVENANTS. The Indenture contains certain
restrictive covenants that limit the ability of the Company and its Restricted
Subsidiaries to incur additional Indebtedness, pay dividends, make certain other
distributions or restricted payments, sell certain assets, repurchase Equity
Interests or subordinated Indebtedness, enter into certain sale and leaseback
transactions, create certain Liens, enter into certain transactions with
Affiliates. Such limitations are subject to a number of important qualifications
and exceptions. Pursuant to Section 4.04, the Company must annually report to
the Trustee on compliance with such limitations.

                  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 may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture.
Without the prior consent of the Company, the Registrar is not required (1) to
register the transfer of or exchange any Note selected for redemption, (2) to
register the transfer of or exchange any Note for a period of 15 days before a
selection of Notes to be redeemed or (3) to register the transfer or exchange of
a Note between a Record Date and the next succeeding Interest Payment Date.

                  10. PERSONS DEEMED OWNERS. The registered Holder of a Note
will be treated as the owner of such for all purposes.

                  11. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the
Indenture, the Notes or the Note Guarantees may be amended as provided in
Sections 9.01 and 9.02 of the Indenture.

                  12. DEFAULTS AND REMEDIES. Each of the following is an Event
of Default: (1) failure by the Company to pay interest on any of the Notes when
it becomes due and payable and the continuance of any such failure for 30 days;
(2) failure by the Company to pay the principal of or premium, if any, on any of
the Notes when it becomes due and payable, whether at stated maturity, upon
redemption, upon purchase, upon acceleration or otherwise; (3) failure by the
Company to comply with any of its agreements or covenants described in Section
5.01 of the Indenture or in respect of its obligations to make a Change of
Control Offer as described in Section 4.08 of the Indenture; (4) failure by the
Company to comply with


                                      A-7
<PAGE>

any other agreement or covenant in the Indenture and continuance of this failure
for 60 days after notice of the failure has been given to the Company by the
Trustee or by the Holders of at least 25% of the aggregate principal amount of
the Notes then outstanding; (5) default under any mortgage, indenture or other
instrument or agreement under which there may be issued or by which there may be
secured or evidenced Indebtedness of the Company or any Restricted Subsidiary,
whether such Indebtedness now exists or is incurred after the Issue Date, which
default: (a) is caused by a failure to pay when due principal on such
Indebtedness within the applicable express grace period, (b) results in the
acceleration of such Indebtedness prior to its express final maturity or (c)
results in the commencement of judicial proceedings to foreclose upon, or to
exercise remedies under applicable law or applicable security documents to take
ownership of, the assets securing such Indebtedness, and in each case, the
principal amount of such Indebtedness, together with any other Indebtedness with
respect to which an event described in clause (a), (b) or (c) has occurred and
is continuing, aggregates $10.0 million or more; (6) one or more judgments or
orders that exceed $10.0 million in the aggregate (net of amounts covered by
insurance or bonded) for the payment of money have been entered by a court or
courts of competent jurisdiction against the Company or any Restricted
Subsidiary and such judgment or judgments have not been satisfied, stayed,
annulled or rescinded within 60 days of being entered; (7) the Company or any
Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:
(a) commences a voluntary case, (b) consents to the entry of an order for relief
against it in an involuntary case, (c) consents to the appointment of a
Custodian of it or for all or substantially all of its assets, or (d) makes a
general assignment for the benefit of its creditors; (8) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for
relief against the Company or any Significant Subsidiary as debtor in an
involuntary case, (b) appoints a Custodian of the Company or any Significant
Subsidiary or a Custodian for all or substantially all of the assets of the
Company or any Significant Subsidiary, or (c) orders the liquidation of the
Company or any Significant Subsidiary, and the order or decree remains unstayed
and in effect for 60 days; or (9) any Note Guarantee of any Significant
Subsidiary ceases to be in full force and effect (other than in accordance with
the terms of such Note Guarantee and the Indenture) or is declared null and void
and unenforceable or found to be invalid or any Guarantor denies its liability
under its Note Guarantee (other than by reason of release of a Guarantor from
its Note Guarantee in accordance with the terms of the Indenture and the Note
Guarantee).

                  If an Event of Default (other than an Event of Default
specified in clause 6.01(7) or (8) of the Indenture with respect to the
Company), shall have occurred and be continuing under the Indenture, the
Trustee, by written notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding by written notice to
the Company and the Trustee, may declare all amounts owing under the Notes to be
due and payable immediately. Upon such declaration of acceleration, the
aggregate principal of, premium, if any, and accrued and unpaid interest on the
outstanding Notes shall immediately become due and payable; provided, however,
that after such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount of such
outstanding Notes may, under certain circumstances, rescind and annul such
acceleration



                                      A-8
<PAGE>

if all Events of Default, other than the nonpayment of accelerated principal and
interest, have been cured or waived as provided in the Indenture. If an Event of
Default specified in clause 6.01(7) or (8) of the Indenture with respect to the
Company occurs, all outstanding Notes shall become due and payable without any
further action or notice.

                  The Trustee shall, within 30 days after the occurrence of any
Default with respect to the Notes, give the Holders notice of all uncured
Defaults thereunder known to it; provided, however, that, except in the case of
an Event of Default in payment with respect to the Notes or a Default in
complying with Section 5.01 of the Indenture, the Trustee shall be protected in
withholding such notice if and so long as a committee of its trust officers in
good faith determines that the withholding of such notice is in the interest of
the Holders.

                  No Holder will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless the Trustee:

         (1) has failed to act for a period of 60 days after receiving written
         notice of a continuing Event of Default by such Holder and a request to
         act by Holders of at least 25% in aggregate principal amount of Notes
         outstanding;

         (2) has been offered indemnity satisfactory to it in its reasonable
         judgment; and

         (3) has not received from the Holders of a majority in aggregate
         principal amount of the outstanding Notes a direction inconsistent with
         such request within such 60-day period.

                  However, such limitations do not apply to a suit instituted by
a Holder of any Note for enforcement of payment of the principal of or interest
on such Note on or after the due date therefor (after giving effect to the grace
period specified Section 6.01 (1) of the Indenture.

                  The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture and, upon any Officer of the
Company becoming aware of any Default, a statement specifying such Default and
what action the Company is taking or proposes to take with respect thereto.

                  13. TRUSTEE DEALINGS WITH COMPANY. The Bank of New York, the
Trustee under the Indenture, or any banking institution serving as successor
Trustee thereunder, in its individual or any other capacity, may accept deposits
from, and perform services for the Company or its Related Persons, and may
otherwise deal with the Company or its Related Persons, as if it were not the
Trustee.

                  14. NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator or stockholder, as such, of the Company or any Guarantor
will have any liability


                                       A-9
<PAGE>

for any obligations of the Company under the Notes or the Indenture or of any
Guarantor under its Note Guarantee or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes and the Note Guarantees. The waiver
may not be effective to waive liabilities under the federal securities laws. It
is the view of the SEC that this type of waiver is against public policy.

                  15. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  16. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenant 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).

                  THE COMPANY SHALL FURNISH TO ANY NOTEHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:
Petroleum Helicopters, Inc., Post Office Box 90808, Municipal Airport,
Lafayette, Louisiana 70509-0808, telephone: (337) 235-2452.


                                      A-10
<PAGE>

                                 ASSIGNMENT FORM


To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

                  (Insert assignee's Soc. Sec. or Tax I.D. No.)






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

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


Date:                                      Signature(s):
       ------------                                      -----------------------

                                           (Sign exactly as your name(s)
                                           appear(s) on the other side of this
                                           Note)


Signature(s) guaranteed by:
                                           ------------------------------------

                                           THE SIGNATURE(S) SHOULD BE GUARANTEED
                                           BY AN ELIGIBLE GUARANTOR INSTITUTION
                                           (Banks, Stock Brokers, Savings and
                                           Loan Associations, and Credit Unions)
                                           WITH MEMBERSHIP IN AN APPROVED
                                           SIGNATURE GUARANTEE MEDALLION PROGRAM
                                           PURSUANT TO S.E.C. RULE 17Ad-15.


                                      A-11
<PAGE>



                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.08 or 4.15, as the case may be, of the Indenture,
check the box below:

                     [ ] Section 4.08          [ ] Section 4.15

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.08 or 4.15 of the Indenture, state the
amount: $__________ (in an integral multiple of $1,000)


Date:                                      Signature(s):
       ------------                                      -----------------------

Date:                                      Signature(s):
       ------------                                      -----------------------

                                           (Sign exactly as your name(s)
                                           appear(s) on the other side of this
                                           Note)


Signature(s) guaranteed by:
                                           -------------------------------------

                                           THE SIGNATURE(S) SHOULD BE GUARANTEED
                                           BY AN ELIGIBLE GUARANTOR INSTITUTION
                                           (Banks, Stock Brokers, Savings and
                                           Loan Associations, and Credit Unions)
                                           WITH MEMBERSHIP IN AN APPROVED
                                           SIGNATURE GUARANTEE MEDALLION PROGRAM
                                           PURSUANT TO SEC RULE 17Ad-15.


                                      A-12
<PAGE>


                                                                       EXHIBIT B


                               [FORM OF GUARANTEE]

                                SENIOR GUARANTEE


                  Subject to the limitations set forth in the Indenture, the
Guarantors (as defined in the Indenture referred to in this Note and each
hereinafter referred to as a "Guarantor," which term includes any successor or
additional Guarantor under the Indenture) have jointly and severally,
irrevocably and unconditionally on a senior basis to the Holder of this Note the
payments of principal of, premium, if any, and interest, including any
Liquidated Damages, on this Note in the amounts and at the time when due and
interest on the overdue principal, premium, if any, and interest, if any, of
this Note, if lawful, and the payment or performance of all other Obligations of
the Company under the Indenture or the Notes, to the Holder of this Note and the
Trustee, all in accordance with and subject to the terms and limitations of this
Note, Article 10 of the Indenture and this Guarantee. This Guarantee will become
effective in accordance with Article 10 of the Indenture and its terms shall be
evidenced therein. The validity and enforceability of any Guarantee shall not be
affected by the fact that it is not affixed to any particular Note.

                  The obligations of the undersigned to the Holders of Notes and
to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth to the extent and in the manner provided in Article 10 of the Indenture
and reference is hereby made to the Indenture for the precise terms of the
Guarantee and all of the other provisions of the Indenture to which this
Guarantee relates.



                                      B-1
<PAGE>



                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                                            EACH OF THE CORPORATE GUARANTORS
                                              LISTED ON SCHEDULE I ATTACHED
                                              HERETO


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



                                      B-2
<PAGE>



                                                                      Schedule I


                             SCHEDULE OF GUARANTORS


                   GUARANTORS

                1. International Helicopter Transport, Inc.

                2. Evangeline Airmotive, Inc.

                3. Air Evac Services, Inc.

                4. PHI Aeromedical Services, Inc.

                5. Petroleum Helicopters International, Inc.

                6. Acadian Composites, L.L.C.

                7. Helicopter Management, L.L.C.

                8. Helicopter Leasing, L.L.C.






                                      B-3
<PAGE>



                                                                     EXHIBIT C-1


                FORM OF INSTITUTIONAL ACCREDITED INVESTOR LETTER


                  We are delivering this letter in connection with a proposed
purchase of 9 3/8% Senior Notes due 2009 (the "Notes") of Petroleum Helicopters,
Inc. (the "Company").

                  We hereby confirm that:

         we are an "accredited investor" within the meaning of Rule 501(a)(1),
         (2), (3) or (7) under the Securities Act of 1933, as amended (the
         "Securities Act"), or an entity in which all of the equity owners are
         accredited investors within the meaning of Rule 501(a)(1), (2), (3) or
         (7) under the Securities Act (an "Institutional Accredited Investor");

         any purchase of Notes by us will be for our own account or for the
         account of one or more other Institutional Accredited Investors;

         in the event that we purchase any Notes, we will acquire Notes having a
         minimum purchase price of at least $100,000 for our own account and for
         each separate account for which we are acting;

         we have such knowledge and experience in financial and business matters
         that we are capable of evaluating the merits and risks of purchasing
         Notes;

         we are not acquiring Notes with a view to any distribution thereof in a
         transaction that would violate the Securities Act or the securities
         laws of any State of the United States or any other applicable
         jurisdiction; provided that the disposition of our property and the
         property of any accounts for which we are acting as fiduciary shall
         remain at all times within our control; and

         we have received a copy of the offering memorandum and we acknowledge
         that we have had access to such financial and other information, and
         have been afforded the opportunity to ask such questions of
         representatives of the Company and receive answers thereto, as we deem
         necessary in connection with our decision to purchase Notes.

                  We understand that the Notes are being offered in a
transaction not involving any public offering within the meaning of the
Securities Act and that the Notes have not been registered under the Securities
Act, and we agree, on our own behalf and on behalf of each account for which we
acquire Notes, that such Notes may be offered, resold, pledged or otherwise
transferred only (i) to a Person whom we reasonably believe to be a qualified
institutional


                                      C-1-1
<PAGE>
buyer (as defined in Rule 144A under the Securities Act) in a transaction
meeting the requirements of Rule 144 under the Securities Act, outside the
United States to a non-U.S. Person in a transaction meeting the requirements of
Rule 904 under the Securities Act, or in accordance with another exception from
the registration requirements of the Securities Act (and based upon an Opinion
of Counsel if the Company so requests), (ii) to the Company or (iii) pursuant to
an effective registration statement, and, in each case, in accordance with any
applicable securities laws of any State of the United States or any other
applicable jurisdiction. We understand that the Registrar will not be required
to accept for registration any Notes, except upon presentation of evidence
satisfactory to the Company that the foregoing restrictions on transfer have
been complied with. We further understand and agree that the Notes purchased by
us will bear a legend reflecting the substance of this paragraph. We agree to
notify any subsequent purchasers of Notes from us of the resale restrictions set
forth above.

                  We acknowledge that you, the Company, and others will rely
upon our confirmations, acknowledgments and agreements set forth herein, and we
agree to notify you promptly in writing if any of our representations or
warranties herein ceases to be accurate and complete.

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


                                           -------------------------------------
                                                     (Name of Purchaser)


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


                                           Address:
                                                   -----------------------------

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

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



                                      C-1-2

<PAGE>


                                                                     EXHIBIT C-2


                       FORM OF CERTIFICATE TO BE DELIVERED
              IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S


                                                                          [Date]

The Bank of New York
101 Barclay Street
21 West
New York, NY 10286

Attn: Corporate Trust Administration


              Re:     PETROLEUM HELICOPTERS, INC. (THE "COMPANY")
                      9 3/8% SENIOR NOTES DUE 2009 (THE "NOTES")

Ladies and Gentlemen:

                  In connection with the proposed sale of $[ ] aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

         (1) The offer of the Notes was not made to a Person in the United
         States;

         (2) Either (a) at the time the buy offer was originated, the transferee
         was outside of the United States or we and any Person acting on our
         behalf reasonably believe that the transferee was outside of the United
         States, or (b) the transaction was executed in, on or through the
         facilities of a designated offshore securities market and neither we
         nor any Person acting on our behalf know that the transaction has been
         prearranged for a buyer in the United States;

         (3) No directed selling efforts have been made in the United States in
         contravention of the requirements of Rule 903(b) or Rule 904(b) of
         Regulation S, as applicable;

         (4) The transaction is not part of a plan or a scheme to evade the
         registration requirements of the Securities Act; and

         (5) We have advised the transferee of the transfer restrictions
         applicable to the Notes.

                                      C-2-1

<PAGE>

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


                                                Very truly yours,

                                                [Name of Transferor]


                                                By:
                                                    ----------------------------
                                                    Authorized Signature




                                      C-2-2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>h96309ex4-3.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.3


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


                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of April 23, 2002

                                  By and Among

                          PETROLEUM HELICOPTERS, INC.,
                                   as Issuer,

                          the GUARANTORS named herein,

                                       and

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

                          9 3/8% Senior Notes due 2009


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

<PAGE>

                                TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      -i-

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


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

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

                  The parties hereby agree as follows:

         Section 1. Definitions

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

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

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

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

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

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

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

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

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "day" shall mean a calendar day.


<PAGE>
                                      -2-


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>
                                      -3-


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

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

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

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

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

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

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

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

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

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

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


<PAGE>
                                      -4-


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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>
                                      -5-


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

         Section 2. Exchange Offer

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

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

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


<PAGE>
                                      -6-


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

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

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

                  In connection with the Exchange Offer, the Company shall:

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


<PAGE>
                                      -7-


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

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

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

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

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

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

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

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

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

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


<PAGE>
                                      -8-


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

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

         Section 3. Shelf Registration Statement

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

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

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



<PAGE>
                                      -9-


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

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

         Section 4. Liquidated Damages

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

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

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

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

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

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


<PAGE>
                                      -10-


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

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

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

         Section 5. Registration Procedures

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

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


<PAGE>
                                      -11-


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

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

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


<PAGE>
                                      -12-


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

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

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


<PAGE>
                                      -13-


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

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

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


<PAGE>
                                      -14-


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

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

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


<PAGE>
                                      -15-


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

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

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

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


<PAGE>
                                      -16-


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

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


<PAGE>
                                      -17-


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

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

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

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


<PAGE>
                                      -18-


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

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

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

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

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

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


<PAGE>
                                      -19-


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

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

         Section 6. Registration Expenses

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


<PAGE>
                                      -20-


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

         Section 7. Indemnification

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


<PAGE>
                                      -21-


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

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


<PAGE>
                                      -22-


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

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


<PAGE>
                                      -23-


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

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

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


<PAGE>
                                      -24-


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

         Section 8. Rules 144 and 144A

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

         Section 9. Underwritten Registrations

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

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


<PAGE>
                                      -25-


         Section 10. Miscellaneous

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

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

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

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


<PAGE>
                                      -26-


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

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

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

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

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

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

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

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

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


<PAGE>
                                      -27-


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

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

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

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

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

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

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

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


<PAGE>
                                      -28-


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

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




<PAGE>
                                      S-1


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


                                              PETROLEUM HELICOPTERS, INC.


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

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


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

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


                                              UBS WARBURG LLC

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

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


                                              DEUTSCHE BANK SECURITIES INC.


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


                         Registration Rights Agreement


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>6
<FILENAME>h96309ex4-4.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.4

[WHITNEY NATIONAL
BANK LOGO]
================================================================================

             LOAN AGREEMENT DATED AS OF APRIL 23, 2002 BY AND AMONG
              PETROLEUM HELICOPTERS, INC., ACADIAN COMPOSITES, LLC,
     AIR EVAC SERVICES, INC., EVANGELINE AIRMOTIVE, INC., AND INTERNATIONAL
              HELICOPTER TRANSPORT, INC. AND WHITNEY NATIONAL BANK

         This Agreement is dated as of April 23, 2002, and is entered into by
and among PETROLEUM HELICOPTERS, INC. ("PHI"), ACADIAN COMPOSITES, LLC
("ACADIAN"), AIR EVAC SERVICES, INC. ("AIR EVAC"), EVANGELINE AIRMOTIVE, INC.
("EVANGELINE"), AND INTERNATIONAL HELICOPTER TRANSPORT, INC,. ("INTERNATIONAL
HELICOPTER") (FOR CONVENIENCE OF REFERENCE, ACADIAN, AIR EVAC, EVANGELINE AND
INTERNATIONAL HELICOPTER MAY SOMETIMES HEREINAFTER BE REFERRED INDIVIDUALLY,
COLLECTIVELY, AND INTERCHANGEABLY AS "SUBSIDIARY GUARANTORS"), AND WHITNEY
NATIONAL BANK ("Whitney"). For convenience of reference, Whitney may hereinafter
sometimes be referred to as "BANK". This Agreement refers to all present and
future loans collectively as the "LOANS", with each separate advance of funds
being a "LOAN".

A.       THE LOAN OR LOANS. Provided PHI performs all obligations in favor of
         Bank contained in this Agreement and in any other agreement, whether
         now existing or hereafter arising:

                  Bank shall make available to PHI a secured revolving line of
                  credit (the "REVOLVING LINE OF CREDIT") in the principal
                  amount of FIFTY MILLION AND NO/100 ($50,000,000.00) DOLLARS,
                  that may be drawn upon by PHI on any business day of Bank
                  during the period hereof until and including July 31, 2004, on
                  at least one day's telephonic notice to Bank. The Revolving
                  Line of Credit shall be evidenced by a commercial note,
                  payable to Bank (the "NOTE") and shall contain additional
                  terms and conditions and be identified with this Agreement.

                  A sublimit of FIVE MILLION AND NO/100 ($5,000,000.00) DOLLARS
                  is hereby established for the issuance of letters of credit
                  with a maturity not exceeding that of the Note, which may be
                  issued by Bank upon application by PHI.

B.       USE OF PROCEEDS. The proceeds from the Revolving Line of Credit are to
         refinance existing debt and/or for capital expenditures, and for
         general corporate purposes. PHI is not engaged in the business of
         extending credit for the purpose of purchasing or carrying margin stock
         (within the meaning of Regulation U). No proceeds of any advance will
         be used to purchase or carry any margin stock.

C.       REPRESENTATIONS, WARRANTIES AND COVENANTS. PHI represents, warrants and
         covenants to Bank that as of the date hereof and so long as the Loans
         shall be outstanding, except for matters that could not reasonably be
         expected to have a material adverse effect on PHI:

         (1)      ORGANIZATION AND AUTHORIZATION. PHI is a Louisiana corporation
                  which is duly organized, validly existing and in good standing
                  under Louisiana law. PHI's execution, delivery and performance
                  of this Agreement and all other documents delivered to Bank
                  has been duly authorized and does not violate its articles of
                  incorporation (or other governing documents), material
                  contracts or any applicable law or regulations.

         (2)      COMPLIANCE WITH TAX AND OTHER LAWS.

                  (a)      PHI shall comply with all laws that are applicable to
                           its business activities, including, without
                           limitation, all laws regarding (i) the collection,
                           payment and deposit of employees' income,
                           unemployment, Social Security, sales and excise
                           taxes; (ii) the filing of returns and payment of
                           taxes; (iii) pension liabilities including ERISA
                           requirements, (iv) environmental protection, and (iv)
                           occupational safety and health.

                  (b)      PHI shall not permit or suffer any violation of any
                           Environmental Law (as defined below) affecting the
                           property it owns or leases, (collectively, the
                           "PROPERTY"), and agrees that upon discovery, or in
                           the event, of any discharge, spill, injection,
                           escape, emission, disposal, leak or any other release
                           of hazardous substances on, in, under, onto or from
                           the Property, which is not authorized by a currently
                           valid permit or other approval issued by the
                           appropriate governmental agencies, promptly notify
                           Bank, and the appropriate governmental agencies, and
                           shall take all steps necessary to promptly clean-up
                           such discharge, spill, injection, escape, emission,
                           disposal, leak or any other release in accordance
                           with the provisions of all applicable Environmental
                           Laws, and shall receive a certification from the
                           Louisiana Department of Environmental Quality or
                           federal



<PAGE>

                           Environmental Protection Agency, that the Property
                           and any other property affected has been cleaned-up
                           to the satisfaction of those agencies. The terms
                           "Environmental Law" or "Environmental Laws" as used
                           in this Agreement include any and all current and
                           future federal, state and local environmental laws,
                           statutes, rules, regulations and ordinances, as the
                           same shall be amended and modified from time to time,
                           including but not limited to the federal
                           Comprehensive Environmental Response, Compensation
                           and Liability Act, as amended from time to time, the
                           Federal Resource Conservation and Recovery Act, as
                           amended from time to time, and the federal Toxic
                           Substances Control Act, as amended from time to time.

         (3)      OFFERING MEMORANDUM, NOTES, AND INDENTURE. The Loans to be
                  made to PHI under, and the terms and conditions of, this
                  Agreement do not violate the offering memorandum (the
                  "Offering Memorandum") dated April 17, 2002, respecting
                  promissory notes in the aggregate principal amount of TWO
                  HUNDRED MILLION AND NO/100 ($200,000,000.00) DOLLARS, and
                  additional promissory notes in an aggregate principal amount
                  of TWO HUNDRED SEVENTY-FIVE MILLION AND NO/100
                  ($275,000,000.00) DOLLARS, under an Indenture dated as of
                  April 23, 2002, among PHI, the Guarantors (as defined in the
                  Offering Memorandum), and The Bank of New York, as Trustee, or
                  any other document executed or to be executed in connection
                  therewith, as all of the foregoing may be amended from time to
                  time (individually, collectively, and interchangeably, the
                  "Indenture Notes and Documents").

         (4)      LITIGATION. To the best of PHI's knowledge, after due inquiry,
                  no litigation or governmental proceedings are pending or
                  threatened against PHI or any of its subsidiaries, the results
                  of which might materially affect PHI or such subsidiaries'
                  financial condition or operations. Other than any liability
                  incident to such litigation or proceedings or provided for or
                  disclosed in the financial statements submitted to Bank, PHI
                  does not have any material contingent liabilities. No
                  subsidiaries have any material contingent liability other than
                  those imposed by the security documents granted by PHI in
                  favor of Whitney and the Indenture Notes and Documents.

         (5)      PENSION PLANS. Each of PHI and its subsidiaries are in
                  compliance with all statutes and governmental rules and
                  regulations applicable to it, including, without limitation,
                  the Employee Reimbursement Income Security Act of 1974, as
                  amended ("ERISA"). No Termination Event (as defined herein)
                  has occurred with respect to any Plan (as defined herein),
                  and, except for any failure that could not reasonably be
                  expected to cause a material adverse change, each Plan has
                  complied with and been administered in all material respects
                  in accordance with applicable provisions of ERISA and the
                  Internal Revenue Code of 1986, as amended (the "CODE"), and no
                  condition exists or event or transaction has occurred in
                  connection with any Plan, maintained by PHI or its
                  subsidiaries, which could result in PHI or its subsidiaries
                  incurring any material liabilities, fine, or penalty. No
                  "accumulated funding deficiency" (as defined in Section 302 of
                  ERISA) has occurred with respect to any Plan and there has
                  been no excise tax imposed with respect to any Plan under
                  Section 4971 of the Code. The present value of all benefits
                  vested under each Plan (based on the assumptions used to fund
                  such Plan) did not, as of the last annual valuation date
                  applicable thereto, exceed the value of the assets of such
                  Plan allocable to such vested benefits in any amount that
                  would reasonably be expected to cause a material adverse
                  change. Based upon GAAP existing as of the effective date of
                  this agreement and current factual circumstances, PHI has no
                  reason to believe that the annual cost during the term of this
                  Agreement to PHI for post-retirement benefits to be provided
                  to the current and former employees of PHI under welfare
                  benefit plans (as defined in Section 3(1) of ERISA) could, in
                  the aggregate, reasonably be expected to cause a material
                  adverse change.

                  For purposes of this section, the term "Plan" means an
                  employee benefit plan covered by Title IV of ERISA or subject
                  to minimum funding standards under Section 412 of the Code and
                  the term "Termination Event" means (a) the occurrence of a
                  reportable event with respect to a Plan, as described in
                  Section 4043 of ERISA and the regulations issued thereunder
                  (other than a reportable event not subject to the provision
                  for 30-day notice to the PBGC under such regulations); (b) the
                  giving of a notice of intent to terminate a Plan under Section
                  4041(c) of ERISA; (c) the institution of proceedings to
                  terminate a Plan by the PBGC; or (d) any other event or
                  condition which constitutes grounds under Section 4042 of
                  ERISA for the termination of, or the appointment of a trustee
                  to administer, any Plan.

         (6)      FINANCIAL INFORMATION. From the date of this Agreement and so
                  long as the Loans shall be outstanding, unless compliance
                  shall have been waived in writing by Bank, PHI shall furnish
                  to Bank:



                                       2
<PAGE>

                  (a)      promptly after the sending or filing thereof, copies
                           of all reports which PHI sends to any of its public
                           security holders, and copies of all Forms 10-K, 10-Q
                           and 8-K, Schedules 13E-4 (including all exhibits
                           filed therewith) and registration statements, and any
                           other filings or statements that PHI files with the
                           Securities and Exchange Commission or any national
                           securities exchange;

                  (b)      together with all Forms 10-K, 10-Q and 8-K, a
                           certificate of the president or chief financial
                           officer of PHI to the effect that no Default with
                           respect to PHI, or event which might mature into a
                           Default with respect to PHI, has occurred;

                  (c)      upon the occurrence of a Default, a certificate of
                           the president or chief financial officer of PHI
                           specifying the nature and the period of existence
                           thereof and what action PHI proposes to take with
                           respect thereto;

                  (d)      written notice of any and all litigation affecting
                           PHI, directly or indirectly; provided, however, this
                           requirement shall not apply to litigation involving
                           PHI and any other party if such litigation involves,
                           in the aggregate, less than $500,000; and

                  (e)      from time to time, such other information as Bank may
                           reasonably request.

         (7)      INSURANCE. Each of PHI and its subsidiaries shall maintain,
                  with financially sound and reputable insurance companies
                  workmen's compensation insurance, liability insurance and
                  insurance on PHI's and its subsidiaries' property, assets and
                  business at least to such extent and against such hazards and
                  liabilities as is commonly maintained by similar companies
                  and, in addition to the foregoing insurance, such insurance as
                  may be reasonably required by Bank. In the case of property
                  (whether owned by PHI or its subsidiaries) on which Bank has a
                  lien, PHI shall provide Bank with duplicate originals or
                  certified copies of such policies of insurance naming Bank as
                  additional mortgages-loss payee and as additional insured as
                  its interests may appear, and providing that such policies
                  will not be canceled without thirty (30) days' prior written
                  notice to Bank.

         (8)      FINANCIAL COVENANTS AND RATIOS.

                  (a)      CURRENT ASSETS/CURRENT RATIO. PHI will not at any
                           time permit the ratio of consolidated current assets
                           to consolidated current liabilities to be less than
                           2.00 to 1.00;

                  (b)      FUNDED DEBT/NET WORTH. PHI will not at any time after
                           June 30, 2002, permit the ratio of Funded Debt
                           (defined as all indebtedness under this Agreement
                           plus the amount of any capital or operating leases
                           and any other monetary obligation payable over time)
                           to PHI's consolidated net worth to be more than 2.50
                           to 1.00.

                  (c)      CONSOLIDATED NET WORTH. From and after the date of
                           this Agreement through December 31, 2002, PHI, shall
                           not at any time, permit its consolidated net worth,
                           to be less than NINETY MILLION ($90,000,000.00)
                           DOLLARS. From and after December 31, 2002, PHI shall
                           not, at any time permit consolidated net worth to be
                           less than ONE HUNDRED MILLION ($100,000,000.00)
                           DOLLARS.

         (9)      MERGERS, ETC. Without the prior written consent of Bank, PHI
                  shall not consolidate with, or merge into, any other
                  corporation, or permit any other corporation to merge into it,
                  or sell or lease all, or substantially all, of its assets, or
                  acquire all or a substantial part of the assets or capital
                  stock of any other partnership, firm or corporation, or enter
                  into any other transaction that would substantially alter the
                  balance sheet of PHI. PHI will not permit any material changes
                  to be made in the character of its business as carried on at
                  the date of this Agreement.

         (10)     STOCK REDEMPTION. PHI will not purchase, retire or redeem any
                  shares of its capital stock (other than pursuant to executive
                  or employee compensation plans) without the prior written
                  consent of Bank.

         (11)     INDEBTEDNESS AND LIENS. Except as contemplated in this
                  Agreement and as permitted in the Indenture Notes and
                  Documents, neither PHI nor any of its subsidiaries (i) shall
                  create any additional obligations for borrowed money, or (ii)
                  mortgage or encumber any of their assets or suffer any liens
                  or indebtedness to exist on any of their assets.




                                       3
<PAGE>

         (12)     OTHER LIABILITIES. PHI shall not lend to or guarantee, endorse
                  or otherwise become contingently liable in connection with the
                  obligations, stock or dividends of any person, firm or
                  corporation.

         (13)     CHANGE OF CONTROL. Without the prior written consent of
                  Whitney, there shall not be a Change of Control (as defined in
                  the Offering Memorandum).

         (14)     ADDITIONAL DOCUMENTATION. Upon the written request of Bank,
                  PHI shall promptly and duly execute and deliver all such
                  further instruments and documents and take such further action
                  as Bank, may deem reasonably necessary to obtain the full
                  benefits of this Agreement and of the rights and powers
                  granted in this Agreement.

         (15)     NOTICE OF DEFAULT. PHI shall notify Bank immediately upon
                  becoming aware of the occurrence of any event constituting, or
                  which with the passage of time or the giving of notice, could
                  constitute, a Default.

         (16)     INDEMNITY. PHI shall indemnify, defend and hold Bank and its
                  respective directors, officers, agents, attorneys and
                  employees harmless from and against all claims, demands,
                  causes of action, liabilities, losses, costs and expenses
                  (including, without limitation, costs of suit, reasonable
                  legal fees and fees of expert witnesses) arising from or in
                  connection with (a) the presence in, on or under any property
                  of PHI (including, without limitation, the Property) of any
                  hazardous substance or solid waste, or any releases or
                  discharges (as the terms "release" and "discharge" are defined
                  under any applicable environmental law) of any hazardous
                  substance or solid waste on, under or from such property, (b)
                  any activity carried on or undertaken on or off such property
                  of PHI, whether prior to or during the term of this Agreement,
                  and whether PHI or any predecessor in title to PHI's property
                  or any officers, employees, agents, contractors or
                  subcontractors of PHI or any predecessor in title to the
                  property of PHI, or any third persons at any time occupying or
                  present on such property, in connection with the handling,
                  use, generation, manufacture, treatment, removal, storage,
                  decontamination, clean-up, transportation or disposal of any
                  hazardous substance or solid waste at any time located or
                  present on or under any of the aforedescribed property, or (c)
                  any breach of any representation, warranty or covenant under
                  the terms of this Agreement or applicable security agreements.
                  The foregoing indemnity shall further apply to any residual
                  contamination on or under any or all of the aforedescribed
                  property, or affecting any natural resources, and to any
                  contamination of any property or natural resources arising in
                  connection with the use, handling, storage, transportation or
                  disposal of any hazardous substance or solid waste, and
                  irrespective of whether any of such activities were or will be
                  undertaken in accordance with applicable laws, regulations,
                  codes and ordinances. The indemnity described in this Section
                  shall survive the termination of this Agreement for any reason
                  whatsoever.

D.       COLLATERAL. As security for payment and performance of the Loans, PHI
         will provide to Bank security for all of its obligations due to Bank,
         whether now existing or hereafter arising, through valid recorded
         security documents creating a first lien and security interest in all
         of PHI and its subsidiaries' inventory, including Parts (as herein
         defined), and Eligible Receivables (as defined herein) supported by a
         Borrowing Base Certificate (as herein defined) delivered monthly to
         Bank in form satisfactory to Bank.

         "Borrowing Base Certificate" means a report to Bank by the President or
         Chief Financial Officer certifying the level of borrowing authorized
         under this Agreement which is and shall be an amount (not exceeding
         $50,000,000) equal to the sum of (a) 80% of the amount of Eligible
         Receivables (defined as trade receivables less than 90 days of age) of
         PHI and its subsidiaries in which Bank shall have a valid perfected
         first priority security interest, plus (b) 50% of the value of Parts of
         PHI and its subsidiaries (valued at the lower of average cost or
         market), in which Bank shall have a valid perfected first priority
         security interest. For the purpose of this section, the term "Parts"
         means, until installed in any aviation unit, all aircraft engines,
         propellers, rotors, appliances, tires, airframes, spare parts, radios
         and other communication equipment together with all other aircraft
         appliances, instruments, mechanisms, appurtenances, accessories and
         parts or components thereof, of such person wherever maintained, now or
         hereafter existing, whether acquired by purchase or otherwise and
         whether held by such person for use in its business or held by such
         person for sale or lease or to be furnished by such person under
         contracts of service, and all proceeds thereof and accessories thereto.

E.       EACH EXTENSION OF CREDIT. Each request by PHI for a Loan shall
         constitute a warranty and representation by PHI to Bank that there
         exists no Default or any condition, event or act which constitutes, or
         with notice or lapse of time (or both) would constitute a Default as
         defined by this Agreement.

F.       GUARANTIES. The Revolving Line of Credit shall be guaranteed by each of
         the Subsidiary Guarantors.




                                       4
<PAGE>

G.       RATE OF INTEREST AND APPLICABLE FEES. Borrowing made pursuant to the
         Note shall accrue interest at Whitney Prime rate and may be advanced or
         repaid at any time upon one day's notice, interest shall be payable
         quarterly; or in the alternative, LIBOR borrowings may be arranged for
         fixed periods of 30, 60, 90 or 180 days with interest payable at the
         respective maturity at the LIBOR rate as quoted on the business day
         prior to borrowing plus an applicable margin as follows:

                  o        300 points when Funded Debt to Net Worth equals or
                           exceeds 150%

                  o        250 points when Funded Debt to Net Worth is between
                           125% and 150%

                  o        200 points when Funded Debt to Net Worth equals or is
                           less than 125%

         as calculated by referring to the last 10-K or 10-Q filing.

         As used in this Agreement the term "Whitney Prime" shall mean the rate
         of interest as recorded by Whitney from time to time as its prime
         lending rate with the rate of interest to change when and as such prime
         lending rate changes.

         As used in this Agreement the term "LIBOR" shall mean the London
         Interbank Offered Rate ("LIBOR") for the referenced rate period as set
         and published as of the first day of each month by the British Banker's
         Association ("BBA") and obtained by Bank from a wire that is sent
         through Bloomberg, L.P. which rate is based by BBA on an average of the
         Interbank offered rates for dollar deposits in the London market based
         on quotes from designated banks in the London market, provided,
         however, that Bank reserves the right to adjust the LIBOR rate by the
         percentage, if any, that may be specified by the Board Of Governors of
         the Federal Reserve system (or an successor), from time to time, for
         determining the maximum reserve requirement (including, but not limited
         to, any marginal reserve requirement) with respect to liabilities
         consisting of or including "Eurocurrency Liabilities" (as defined in
         Regulation D of the Board of Governors of the Federal Reserve system).
         In determining the percentage for the LIBOR reserve requirement, Bank
         may use any reasonable averaging and attribution methods.

         Unused fees on the daily amount undrawn under the Revolving Line of
         Credit shall accrue at the rate of 3/8 of 1% per annum payable
         quarterly.

         Any letters of credit issued pursuant to this Agreement shall bear
         interest at 1/8 of 1% per month on any part thereof, plus standard
         issuing fees.

         Upon PHI's execution of this Agreement, PHI shall pay to Bank a fee for
         its commitment of 1/4 of 1% of $50,000,000.00.

H.       PREPAYMENT AND REDUCTION. Any advance may be prepaid in any amount at
         any time, and PHI may incrementally reduce or cancel the Revolving Line
         of Credit at any time without penalty upon giving Bank one day's
         notice.

I.       CONDITIONS PRECEDENT TO LOAN. Bank shall have no obligation to advance
         funds under this Agreement until and unless the following conditions
         have been satisfied:

         (1)      Bank shall have received this agreement and all collateral
                  documents contemplated by this Agreement in form and substance
                  satisfactory to Bank, including a certificate from the Chief
                  Financial Officer containing a description of assets owned by
                  each of the Subsidiary Guarantors, and certifying that each of
                  the Subsidiary Guarantors is free of liabilities except as
                  disclosed in the Certificate;

         (2)      Bank shall have received satisfactory opinions of counsel
                  relating, among other things, to due authorization and
                  enforceability of this Agreement, the Loans and all
                  collateral;

         (3)      All representations and warranties made by PHI to Bank shall
                  be true and correct as of the date of the Loans' funding;

         (4)      Except as otherwise provided herein, PHI's business must be in
                  a condition satisfactory to Bank, the management and ownership
                  of PHI must not have changed and no material adverse change
                  (from that reflected in the last financial statements
                  delivered to, and accepted by, Bank prior to execution of this
                  Agreement) has occurred in the financial condition of PHI; and

         (5)      There exists no Default (or event which with notice or lapse
                  of time or both could constitute a Default) under this
                  Agreement or any other agreement between PHI and Bank.




                                       5
<PAGE>

J.       DEFAULT. The occurrence of any one or more of the following events
         shall constitute a default (a "DEFAULT") under this Agreement:

         (1)      A default under a note evidencing a Loan;

         (2)      The failure of PHI to observe or perform promptly when due any
                  covenant, agreement or obligation due to Bank under this
                  Agreement or otherwise;

         (3)      The inaccuracy at any time, in any material respect, of any
                  warranty, representation or statement made to Bank by PHI
                  under this Agreement or otherwise;

         (4)      the filing by or against PHI of a proceeding for bankruptcy,
                  reorganization, arrangement, or any other relief afforded
                  debtors or affecting the rights of creditors generally under
                  the law of any state or country or under the United States
                  Bankruptcy Code;

         (5)      should any default occur in any other material credit
                  agreement or evidence of indebtedness, including, without
                  limitation, the Indenture Notes and Documents;

Upon the occurrence of a Default, except for payment of principal at maturity,
and such Default continues for a period of fifteen (15) days, after Bank has
mailed written notice of such Default to PHI specifying the nature of the
Default and the steps necessary to cure the Default (but with no notice or delay
required in the event of a Default under paragraphs (1) and (5) of Section (J),
Bank, at its option, may declare all of the Loans and all other obligations of
PHI to Bank to be immediately due and payable without further notice.

K.       CONSENT TO PARTICIPATION. Bank may sell all or a portion of its
         interest in the Loans and the security therefor. Bank shall give PHI
         notice of any sale of all or a portion of its interests in the Loans,
         upon which PHI shall perform all of its obligations hereunder in favor
         of each participant or assignee as though such participant or assignee
         were a party or parties to this Agreement.

L.       MISCELLANEOUS PROVISIONS. PHI agrees to pay all of the costs, expenses
         and fees incurred in connection with the Loans, including attorneys
         fees, appraisal fees, and environmental assessment fees. This Agreement
         is not assignable by PHI and no party other than PHI is entitled to
         rely on this Agreement. In no event shall PHI or Bank be liable to the
         other for indirect, special or consequential damages, including the
         loss of anticipated profits that may arise out of or are in any way
         connected with the issuance of this Agreement. This Agreement, all
         promissory notes evidencing Loans under this Agreement and all
         documents creating security interests shall be governed by Louisiana
         law.
<TABLE>
<S>                                                  <C>
PETROLEUM HELICOPTERS, INC.                          WHITNEY NATIONAL BANK

BY:  /s/ MICHAEL J. McCANN                           BY:  /s/ HARRY C. STAHEL
    --------------------------------                     --------------------------------
NAME:    MICHAEL J. McCANN                           NAME:    HARRY C. STAHEL
TITLE:   CHIEF FINANCIAL OFFICER                     TITLE:   SENIOR VICE PRESIDENT

SUBSIDIARY GUARANTORS:

ACADIAN COMPOSITES, LLC                              EVANGELINE AIRMOTIVE, INC.

BY:  /s/ MICHAEL J. McCANN                           BY:  /s/ MICHAEL J. McCANN
    --------------------------------                     --------------------------------
NAME:    MICHAEL J. McCANN                           NAME:    MICHAEL J. McCANN
TITLE:   CHIEF FINANCIAL OFFICER                     TITLE:   CHIEF FINANCIAL OFFICER


AIR EVAC SERVICES, INC.                              INTERNATIONAL HELICOPTER TRANSPORT, INC.

BY:  /s/ MICHAEL J. McCANN                           BY:  /s/ MICHAEL J. McCANN
    --------------------------------                     --------------------------------
NAME:    MICHAEL J. McCANN                           NAME:    MICHAEL J. McCANN
TITLE:   CHIEF FINANCIAL OFFICER                     TITLE:   CHIEF FINANCIAL OFFICER
</TABLE>





                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>7
<FILENAME>h96309ex5-1.txt
<DESCRIPTION>OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD LLP
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.1

             [AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]

                                 April 30, 2002

Petroleum Helicopters, Inc.
2001 S. E. Evangeline Thruway
Lafayette, LA 70508

                  Re:      Petroleum Helicopters, Inc.

Ladies and Gentlemen:

         We have acted as special counsel to Petroleum Helicopters, Inc., a
Louisiana corporation, (the "COMPANY"), in connection with the registration,
pursuant to a registration statement on Form S-4 (the "REGISTRATION STATEMENT"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "ACT"), of (i) the proposed offer by the Company to
exchange (the "EXCHANGE OFFER") all outstanding 9 3/8% Senior Notes due 2009
($200 million aggregate principal amount outstanding) (the "SERIES A NOTES" or
"OUTSTANDING NOTES") of the Company for 9 3/8% Senior Notes due 2009 ($200
million aggregate principal amount) (the "REGISTERED NOTES") of the Company and
(ii) the guarantees (the "GUARANTEES") of the Subsidiary Guarantors listed in
the Registration Statement (the "GUARANTORS"). The Series A Notes have been, and
the Registered Notes will be, issued pursuant to an Indenture (the "INDENTURE")
dated as of April 23, 2002 among the Company, and Guarantors named therein, and
The Bank of New York, as Trustee.

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of: (i) the Registration
Rights Agreement; (ii) the Indenture, including the Guarantees forming part
thereof; and (iii) the form of the Registered Notes.

         We have also examined originals or certified copies of such corporate
records of the Company and the Guarantors and other certificates and documents
of officials of the Company and the Guarantors, public officials and others as
we have deemed appropriate for purposes of this letter. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to authentic



<PAGE>

Petroleum Helicopters, Inc.
April 30, 2002
Page 2



original documents of all copies submitted to us as conformed and certified or
reproduced copies.

         Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion that
(a) when the Registration Statement has become effective under the Act, (b) when
the Outstanding Notes have been exchanged in the manner described in the
prospectus forming a part of the Registration Statement, (c) when the Registered
Notes have been duly authorized, executed, authenticated, issued and delivered
by the Company and the Trustee in accordance with the terms of the Indenture
against receipt of the Outstanding Notes surrendered in exchange therefor, (d)
assuming the Guarantees forming part of the Indenture have been duly authorized,
executed, issued and delivered by the Guarantors and (d) when the Indenture has
been duly qualified under the Trust Indenture Act of 1939, as amended,

     (i) the Registered Notes proposed to be issued pursuant to the Exchange
Offer will be valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, and will be entitled to the benefits
of the Indenture, and

         (ii) each of the Guarantees forming part of the Indenture will be valid
and binding obligations of the applicable Guarantor, enforceable against such
Guarantor in accordance with its terms.

         The opinions and other matters in this letter are qualified in their
entirety and subject to the following:

          A.   We express no opinion as to the laws of any jurisdiction other
               than any published constitutions, treaties, laws, rules or
               regulations or judicial or administrative decisions (except
               municipal and local ordinances and regulations) that are normally
               applicable to transactions of the type contemplated by the
               Exchange Offer ("LAWS") of the State of New York.

          B.   This law firm is a registered limited liability partnership
               organized under the laws of the State of Texas.

          C.   The matters expressed in this letter are subject to and qualified
               and limited by (i) applicable bankruptcy, insolvency, fraudulent
               transfer and conveyance, reorganization, moratorium and similar
               laws affecting creditors' rights and remedies generally; (ii)
               general principles of equity, including principles of commercial
               reasonableness, good faith and fair dealing (regardless of
               whether enforcement is sought in a proceeding at law or in
               equity); (iii) commercial reasonableness and unconscionability
               and an implied covenant of good faith and fair dealing; (iv) the
               power of the courts to award damages in lieu of equitable
               remedies; (v) securities Laws and public policy underlying such
               Laws with



<PAGE>

Petroleum Helicopters, Inc.
April 30, 2002
Page 3



               respect to rights to indemnification and contribution; and (vi)
               limitations on the waiver of rights under stay, extension or
               usury laws.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder. We also consent to the filing of copies of this opinion
as an exhibit to the Registration Statement.

                                Very truly yours,



                                /s/ AKIN GUMP STRAUSS HAUER & FELD LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>8
<FILENAME>h96309ex12-1.txt
<DESCRIPTION>CALCULATION OF EARNINGS TO FIXED CHARGES
<TEXT>
<PAGE>
                                                                    EXHIBIT 12.1


                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                       RATIO OF EARNINGS TO FIXED CHARGES
                             (Thousands of dollars)

   <Table>
   <Caption>
                                                                     EIGHT          TWELVE                               PROFORMA
                                                                     MONTHS         MONTHS                                 YEAR
                                        YEAR ENDED APRIL 30,         ENDED          ENDED      YEAR ENDED DECEMBER 31,     ENDED
                                   -----------------------------  DECEMBER 31,   DECEMBER 31,  -----------------------  DECEMBER 31,
                                    1997       1998        1999       1999           1999        2000         2001          2001
                                   -------    -------     ------  ------------   ------------  --------      -------    ------------
<S>                                <C>        <C>         <C>        <C>           <C>         <C>           <C>          <C>
   Earnings:
     Earnings (loss) before
       income taxes                $10,857    $12,509     $5,034     $(3,950)      $(7,922)    $(17,795)     $17,492     $10,076
     Interest                        4,297      5,118      6,017       3,978         5,889        5,813        6,190      19,462
     Estimated interest component
       of rent expense               5,140      6,347      6,183       3,986         6,165        7,459        7,773       1,131
     Equity in net loss (gain) of
       unconsolidated subsidiaries     560       (242)        40         686           812          716           --          --
     Amortization of costs
       incurred in connection with
       the issuance of the Notes        --         --         --          --            --           --           --         786
                                   -------    -------    -------      ------        ------      -------      -------     -------
         Earnings available for
           fixed charges           $20,854    $23,732    $17,274      $4,700        $4,944      $(3,807)     $31,455     $31,455
                                   =======    =======    =======      ======        ======      =======      =======     =======
   Fixed Charges:
     Interest                       $4,297     $5,118     $6,017      $3,978        $5,889       $5,813       $6,190     $19,462
     Estimated interest component
       of rent expense               5,140      6,347      6,183       3,986         6,165        7,459        7,773       1,131
     Amortization of costs
       incurred in connection with
       the issuance of the Notes        --         --         --          --            --           --           --         786
                                   -------    -------    -------      ------        ------      -------      -------     -------
         Total fixed charges        $9,437    $11,465    $12,200      $7,964       $12,054      $13,272      $13,963     $21,379
                                   =======    =======    =======      ======        ======      =======      =======     =======
    Ratio of earnings to fixed
      charges                          2.2        2.1        1.4         0.6 (1)       0.4 (1)     (0.3)(1)      2.3         1.5
                                   =======    =======    =======      ======        ======      =======      =======     =======
   </Table>

(1) For the eight months and twelvemonths ended December 31, 1999 and the year
ended December 31, 2000, earnings available for fixed charges were inadequate to
cover fixed charges by $3.3 million, $7.1 million, and $17.1 million,
respectively.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>9
<FILENAME>h96309ex23-2.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.2




                         INDEPENDENT AUDITORS' CONSENT

     We consent to the use in this Registration Statement of Petroleum
Helicopters, Inc. on Form S-4 of our report dated March 22, 2002 (April 17,
2002 as to Note 12) (which report expresses an unqualified opinion and includes
an explanatory paragraph relating to the adoption of Statement of Financial
Accounting Standards No. 133, as amended, described in Note 1), appearing in the
Prospectus, which is part of this Registration Statement. We also consent to the
reference to us under the heading "Experts" in such Prospectus.


/s/ DELOITTE & TOUCHE LLP

New Orleans, Louisiana
April 29, 2002






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>10
<FILENAME>h96309ex23-3.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.3

                          Independent Auditors' Consent


The Board of Directors
Petroleum Helicopters, Inc.:

We consent to the use of our report dated June 11, 1999, with respect to the
consolidated statements of operations, shareholders' equity, and cash flows of
Petroleum Helicopters, Inc. and subsidiaries for the year ended April 30, 1999,
included in the registration statement and to the reference to our firm under
the heading "Experts" in the prospectus.

Our report refers to a change in the method of accounting for computer software
costs.



/s/ KPMG LLP

New Orleans, Louisiana
April 29, 2002



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>11
<FILENAME>h96309ex25-1.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY ON FORM T-1
<TEXT>
<PAGE>

                                                                   EXHIBIT 25.1
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)

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

                           Petroleum Helicopters, Inc.
               (Exact name of obligor as specified in its charter)

Louisiana                                                    72-0395707
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

2001 S.E. Evangeline Thruway
Lafayette, Louisiana                                         70508
(Address of principal executive offices)                     (Zip code)


                      9-3/8% Series B Senior Notes due 2009
                       (Title of the indenture securities)

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




<PAGE>


1.       GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
              WHICH IT IS SUBJECT.


<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------
                       Name                                                        Address
---------------------------------------------------------------- --------------------------------------------
<S>                                                              <C>
        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y.  10006,
                                                                 and Albany, N.Y. 12203

        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y.  10045

        Federal Deposit Insurance Corporation                    Washington, D.C.  20429

        New York Clearing House Association                      New York, New York   10005
</Table>

         (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(d).

         1.   A copy of the Organization Certificate of The Bank of New York
              (formerly Irving Trust Company) as now in effect, which contains
              the authority to commence business and a grant of powers to
              exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
              Form T-1 filed with Registration Statement No. 33-6215, Exhibits
              1a and 1b to Form T-1 filed with Registration Statement No.
              33-21672 and Exhibit 1 to Form T-1 filed with Registration
              Statement No. 33-29637.)

         4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
              T-1 filed with Registration Statement No. 33-31019.)

         6.   The consent of the Trustee required by Section 321(b) of the Act.
              (Exhibit 6 to Form T-1 filed with Registration Statement No.
              33-44051.)

         7.   A copy of the latest report of condition of the Trustee published
              pursuant to law or to the requirements of its supervising or
              examining authority.



<PAGE>


                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 30th day of April, 2002.


                                       THE BANK OF NEW YORK


                                       By: /s/ MARY LAGUIMINA
                                           ----------------------------------
                                           Name:  MARY LAGUIMINA
                                           Title: VICE PRESIDENT



                                      -2-





<PAGE>


                                                                       EXHIBIT 7

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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31,
2001, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

<Table>
<Caption>
                                                                                              Dollar Amounts
                                                                                              --------------
                                                                                               In Thousands
<S>                                                                                           <C>
ASSETS In Thousands Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..                                        $   3,163,218
   Interest-bearing balances....................................................                   5,923,554
Securities:
   Held-to-maturity securities..................................................                   1,210,537
   Available-for-sale securities................................................                   9,596,941
Federal funds sold and Securities purchased under agreements to resell..........                   4,723,579
Loans and lease financing receivables:
   Loans and leases held for sale...............................................                   1,104,560
   Loans and leases, net of unearned income.....................................                  36,204,516
   LESS: Allowance for loan and lease losses....................................                     608,227
   Loans and leases, net of unearned income and allowance.......................                  35,596,289
Trading Assets..................................................................                   8,039,857
Premises and fixed assets (including capitalized leases)........................                     836,786
Other real estate owned.........................................................                       1,292
Investments in unconsolidated subsidiaries and associated companies.............                     207,616
Customers' liability to this bank on acceptances outstanding....................                     292,295
Intangible assets...............................................................
   Goodwill....................................................................                    1,579,965
   Other intangible assets......................................................                      18,971
Other assets....................................................................                   5,723,285
                                                                                                 -----------
Total assets....................................................................                 $78,018,745
                                                                                                 ===========
LIABILITIES
Deposits:
   In domestic offices..........................................................                 $28,786,182
   Noninterest-bearing..........................................................                  12,264,352
   Interest-bearing.............................................................                  16,521,830
   In foreign offices, Edge and Agreement subsidiaries, and IBFs................                  27,024,257
   Noninterest-bearing..........................................................                     407,933
   Interest-bearing.............................................................                  26,616,325
Federal funds purchased and securities sold under agreements to repurchase......                   1,872,762
Trading liabilities.............................................................                   2,181,529
Other borrowed money:
   (includes mortgage indebtedness and obligations under capitalized leases)....                   1,692,630
Bank's liability on acceptances executed and outstanding........................                     336,900
Subordinated notes and debentures...............................................                   1,940,000
Other liabilities...............................................................                   7,217,748
                                                                                                 -----------
Total liabilities..............................................................                  $71,052,008
                                                                                                 ===========
EQUITY CAPITAL Common stock.....................................................                   1,135,284
Surplus.........................................................................                   1,050,729
Retained earnings...............................................................                   4,266,676
Accumulated other comprehensive income..........................................                      13,733
Other equity capital components.................................................                           0
------------------------------------------------------------------------------------------------------------
Total equity capital............................................................                   6,466,422
                                                                                                 -----------
Total liabilities and equity capital............................................                 $78,015,745
                                                                                                 ===========
</Table>
<PAGE>


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                               Thomas J. Mastro,
                                           Senior Vice President and Comptroller


         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                            --|
     Thomas A. Renyi          |
     Gerald L. Hassell        |-             Directors
     Alan R. Griffith         |
                            --|

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



</TEXT>
</DOCUMENT>
</SUBMISSION>
