4,287,920 Shares Non-Voting Common Stock ($0.10 Par Value) UNDERWRITING AGREEMENT April 6, 2006Underwriting Agreement • April 7th, 2006 • Phi Inc • Air transportation, nonscheduled • New York
PHI, Inc., a Louisiana corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative, an aggregate of 4,287,920 shares (the “Firm Shares”) of non-voting common stock, $0.10 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 643,188 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
SECOND AMENDMENT TO LOAN AGREEMENT DATED AS OF APRIL 23, 2002 AS AMENDED JUNE 18, 2004 (“LOAN AGREEMENT”) BY AND AMONG PETROLEUM HELICOPTERS, INC. (“PHI”), AIR EVAC SERVICES, INC., EVANGELINE AIRMOTIVE, INC., INTERNATIONAL HELICOPTER TRANSPORT, INC....Loan Agreement • April 7th, 2006 • Phi Inc • Air transportation, nonscheduled
WHEREAS, use of the credit facility provided for in the Loan Agreement has been made and therefore PHI desires to amend and extend the credit facility.
PURCHASE AGREEMENT PHI, INC. $200,000,000 7.125% Senior Notes due 2013Purchase Agreement • April 7th, 2006 • Phi Inc • Air transportation, nonscheduled • New York
