EXHIBIT 99.2
OFFSHORE LOGISTICS, INC.
NOTICE OF GUARANTEED DELIVERY OF 7 7/8% SERIES A SENIOR NOTES DUE 2008
As set forth in the Prospectus dated , 1998 (as the same may be
amended or supplemented from time to time, the "Prospectus") of Offshore
Logistics, Inc. (the "Issuer") and certain of its subsidiaries under the
caption "The Exchange Offer--Terms of the Exchange Offer--Procedures for
Tendering Old Notes" and in the Letter of Transmittal for Offer to Exchange
7 7/8% Series B Senior Notes due 2008 (the "Letter of Transmittal"), this form
or one substantially equivalent hereto must be used to accept the Exchange
Offer (as defined below) of the Issuer if: (i) certificates for the above-
referenced Notes (the "Old Notes") are not immediately available, (ii) time
will not permit all required documents to reach the Exchange Agent (as defined
below) on or prior to the Expiration Date (as defined in the Prospectus) or
(iii) the procedures for book-entry transfer cannot be completed on or prior
to the Expiration Date. Such form may be delivered by hand or transmitted by
telegram, telex, facsimile transmission or letter to the Exchange Agent.
To: State Street Bank and Trust Company (the "Exchange Agent")
By Registered or Certified Mail: By Hand or Overnight Delivery
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Corporate Trust Services -----------------------------
------------------------ Corporate Trust Services
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By Facsimile Transmission (for Eligible Institutions only):
(___)_________________
(Facsimile Confirmation)
(___)_________________
or
( )
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR NUMBER OTHER THAN THOSE SHOWN
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer, upon the terms and conditions
set forth in the Prospectus and the Letter of Transmittal (which together
constitute the "Exchange Offer"), receipt of which are hereby acknowledged,
the principal amount of Old Notes set forth below pursuant to the guaranteed
delivery procedures described in the Prospectus and the Letter of Transmittal.
The undersigned understands and acknowledges that the Exchange Offer will
expire at 5:00 p.m., New York City time, on , 1998, unless extended
by the Issuer. With respect to the Exchange Offer, "Expiration Date" means
such time and date, or if the Exchange Offer is extended, the latest time and
date to which the Exchange Offer is so extended by the Issuer.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this Notice of Guaranteed
Delivery shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
DESCRIPTION OF OLD NOTES TENDERED
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AGGREGATE PRINCIPAL
AMOUNT
CERTIFICATE NUMBER(S) (IF KNOWN) OF OLD NOTES OR REPRESENTED BY OLD PRINCIPAL AMOUNT
ACCOUNT NUMBER AT THE BOOK-ENTRY FACILITY NOTES TENDERED
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Total:
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PLEASE SIGN AND COMPLETE
Signature(s):_________________________________________ Name(s):______________
Capacity (full title), if signing
Address:__________________ in a representative capacity:_______________________
(ZIP CODE)
Area Code and Telephone Number:________________________________________________
Taxpayer Identification or Social
Dated:___________________ Security Number:____________________________________
GUARANTEE OF DELIVERY
The undersigned, a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Securities Exchange Act
of 1934, as amended, hereby guarantees (a) that the above-named person(s)
own(s) the above-described securities tendered hereby within the meaning of
Rule 10b-4 under the Securities Exchange Act of 1934, (b) that such tender of
the above-described securities complies with Rule 10b-4, and (c) that delivery
to the Exchange Agent of certificates tendered hereby, in proper form for
transfer, or delivery of such certificates pursuant to the procedure for book-
entry transfer, in either case with delivery of a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other required
documents, is being made within three Nasdaq National Market trading days
after the date of execution of a Notice of Guaranteed Delivery of the above-
named person.
(Name of Firm)
Sign here:____________________________________
(AUTHORIZED SIGNATURE)
Name:_________________________________________
(PLEASE TYPE OR PRINT)
(Area Code and Telephone Number)______________
Address_______________ Zip Code_______________
Dated: , 1998