0000950123-10-088406 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated as of September 23, 2010 By and Among PHI, INC., as Issuer, the GUARANTORS Named Herein, and UBS SECURITIES LLC, as Initial Purchaser
Registration Rights Agreement • September 23rd, 2010 • Phi Inc • Air transportation, nonscheduled • New York

This Registration Rights Agreement (this “Agreement”) is dated as of September 23, 2010, by and among PHI, 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 UBS Securities LLC (the “Initial Purchaser”), on the other hand.

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PHI, INC., as Issuer THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Indenture Dated as of September 23, 2010 8.625% Senior Notes due 2018
Indenture • September 23rd, 2010 • Phi Inc • Air transportation, nonscheduled • New York

INDENTURE dated as of September 23, 2010 among PHI, INC., a Louisiana corporation (the “Company”), the Guarantors signatory hereto (the “Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”).

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