exv4w2






Exhibit 4.2




[FORM OF NOTE]


PHI, INC.




	 	 	 	 	 	 	 

	 
	 	$  	 	 
	 
	 	 	 	 	 
	REGISTERED NUMBER                     
	 	CUSIP NO.:  	 	 
	 
	 	 	 	 	 





[Restricted Notes Legend]


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.



THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY
INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (IN THE CASE
OF RULE 144A SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANYWAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE)
OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE COMPANY ON OR AFTER THE RESALE
RESTRICTION TERMINATION DATE.2






 




			
	2	 	This legend should be placed only on Restricted Global Notes.
Certificated Restricted





Footnote continued on next page.




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[Global Notes Legend]




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.3





 




			
	Footnote continued from previous page.
	 
	 	 	Notes shall bear the legend indicated in Section 2.4(e)
of the Rule 144A/Regulation S Appendix.
	 
	3	 	This should be included only on Global Notes.









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[FACE OF NOTE]


PHI, INC.


8.625% SENIOR NOTE DUE 2018




          PHI, 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 acting as Notes Custodian]4 on October
 15, 2018, and to pay
interest thereon as provided on the reverse hereof, until the principal hereof is paid or duly
provided for.




          Interest Payment Dates: April 15 and October 15 commencing on April 15, 2011.




          Record Dates: April 1 and October 1.




          The provisions on the back of this certificate are incorporated as if set forth on the face
hereof.




          IN WITNESS WHEREOF, PHI, INC. has caused this instrument to be duly signed.




	 	 	 	 	 
	 	PHI, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	4	 	This should be included only on Global Notes.




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	TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Notes referred

to in the within mentioned Indenture.





THE BANK OF NEW YORK MELLON TRUST

   COMPANY, N.A.,

   as Trustee

 	 
	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 


Dated:






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[REVERSE OF NOTE]




PHI, INC.



8.625% SENIOR NOTE DUE 2018



          1. INTEREST. PHI, 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 April 15 and October 15 of each year (each an “Interest
Payment Date”), commencing April 15, 2011. 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. The Company shall pay interest (including post-petition interest
in any proceeding under any applicable Bankruptcy Law in the event the Notes are then secured) on
overdue principal or premium, if any, at the rate borne by the Notes, and 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 October 15, 2018.




          3. METHOD OF PAYMENT. The Company will pay interest on the Notes (except Defaulted
Interest but including Liquidated Damages, if any) to the Persons who are registered Holders of
Notes at the close of business on April 1 or October 1 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”) 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. Holders of
Certificated Notes must surrender their Notes to the Paying Agent to collect payments of principal
and premium, if any.




          4. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company,
N.A. (the “Trustee”) will act as Paying Agent and registrar (the “Registrar”). The
Company may change any Paying Agent or 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 September 23, 2010 (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 (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,






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unlimited in aggregate principal amount, $300.0 million of which were issued on the Issue
Date. Terms used herein which are defined in the Indenture have the meanings assigned to them in
the Indenture.




          Payment on the Notes is guaranteed, 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, other than a Foreign Subsidiary, which is designated as a
Restricted Subsidiary to be made a Guarantor, and provides that, at the Company’s discretion, any
Restricted Subsidiary may be made a Guarantor.




          6. OPTIONAL REDEMPTION. (a) Except as set forth in subparagraphs (b) and (c) below,
the Notes may not be redeemed prior to October 15, 2014. At any time on or after October 15, 2014,
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 October 15 of the years indicated:




	 	 	 	 	 
	 	 	Optional	 
	Year	 	Redemption Price	 
	2014
	 	 	104.313	%
	2015
	 	 	102.156	%
	2016
	 	 	100.000	%






          (b) At any time prior to October 15, 2013, 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 108.625% 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.




          (c) Notwithstanding the preceding subparagraph (a), the Notes will be redeemable by the
Company, at its option, at any time prior to October 15, 2014, in whole or from time to time in
part, at a price equal to the greater of:





	 	•	 	100% of the principal amount of the Notes to be redeemed plus accrued but 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); and
	 
	 	•	 	(a) the sum of the present values of the remaining scheduled payments of principal
and interest thereon from the date of redemption to October 15, 2014 (except for
currently accrued but unpaid interest, if any, to the date of redemption)




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	 	 	 	(assuming the Notes are redeemed, and based on the applicable redemption price, on
that date) discounted to the date of redemption, on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months), at the Treasury Rate, plus 50
basis points, plus (b) accrued but 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).




The actual redemption price, calculated as provided in this description, shall be calculated and
certified to the Trustee and the Company by the Independent Investment Banker. For purposes of
determining the optional redemption price pursuant to this subparagraph (c), the following
definitions are applicable:





“Comparable Treasury Issue” means the United States Treasury security or
securities selected by the Independent Investment Banker as having an actual
or interpolated maturity comparable to the remaining term of the Notes to
October 15, 2014 that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of a comparable maturity.




“Comparable Treasury Price” means, for any redemption date, (1) the average
of four Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (2) if the Independent Investment Banker obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.




“Independent Investment Banker” means UBS Securities LLC and any successor
firm, or if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Company.




“Reference Treasury Dealer” means UBS Securities LLC and its successors,
plus three other dealers selected by the Independent Investment Banker that
are primary U.S. government securities dealers in New York City;
provided, if any of UBS Securities LLC or any primary U.S.
government securities dealer selected by the Independent Investment Banker
shall cease to be a primary U.S. government securities dealer, then such
other primary U.S. government securities dealers as may be substituted by
the Independent Investment Banker.




“Reference Treasury Dealer Quotations” means, for each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee,
of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) at 3:30 p.m., New York
City time, on the third business day preceding such



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redemption date, as quoted in writing to the Trustee by such Reference
Treasury Dealer.




“Treasury Rate” means, with respect to any redemption date, (1) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release
designated “H.15(519)” or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after the remaining term of
the Notes to October 15, 2014, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields
on a straight line basis, rounding to the nearest month) or (2) if such
release (or any successor release) is not published during the week in which
the calculation date falls (or in the immediately preceding week if the
calculation date falls on any day prior to the usual publication date for
such release) or does not contain such yields, the rate per year equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date. The Treasury Rate shall be calculated on the
third Business Day preceding the redemption date. Any weekly average yields
calculated by interpolation or extrapolation shall be rounded to the nearest
1/100th of 1%, with any figure of 1/200th of 1% or above being rounded
upward.



          7. REGISTRATION RIGHTS. Pursuant to the Registration Rights Agreement by and between
the Company and the Initial Purchaser, the Company shall be obligated to consummate an exchange
offer pursuant to which the Holder of this Note shall have the right to exchange this Note for the
Company’s 8.625% Senior Notes due 2018 (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, but with the restricted notes 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.*






 




			
	*	 	This Paragraph 7 will not appear in any Restricted
Certificated Note (or any Note issued in exchange therefor or in substitution
thereof).




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          8. RESTRICTIVE COVENANTS. The Indenture contains certain restrictive covenants that
limit the ability of the Company and its Restricted Subsidiaries to, among other things, incur
additional Indebtedness, pay dividends, make certain other distributions or restricted payments,
sell certain assets, redeem Equity Interests or Subordinated Indebtedness, enter into certain Sale
and Leaseback Transactions, create certain Liens, enter into certain transactions with Affiliates,
make Investments, enter into agreements that restrict dividends or other payments from the
Restricted Subsidiaries to the Company, create Unrestricted Subsidiaries, enter into different
lines of business and consolidate, merge or transfer all or substantially all of the assets of the
Company or the Company and its Restricted Subsidiaries (taken as a whole), and issue certain
Capital Stock. Such limitations are subject to a number of important qualifications and
exceptions, and certain of those covenants are subject to suspension during periods when the Notes
have an Investment Grade Rating from both of the Rating Agencies. Pursuant to Section 4.04 of the
Indenture, 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 minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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. Any Restricted Certificated Note is also subject to the additional restrictions on
transfer set forth in Section 2.4 of the Appendix to the Indenture.




          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 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 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






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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 $20.0 million or more; (6) one or more judgments or orders that
exceed $20.0 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 Section 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 if all Events of
Default, other than the nonpayment of accelerated principal, premium, if any, and interest, have
been cured or waived as provided in the Indenture. If an Event of Default specified in Section
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






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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 and, if requested, furnished reasonable security or indemnity
satisfactory to it; 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 premium, if any, 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.




          13. TRUSTEE DEALINGS WITH COMPANY. The Bank of New York Mellon Trust Company, N.A.,
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 or other Equity Interest holder, as such, of the Company or any Guarantor will have any
liability 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.




          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: PHI, Inc., 2001 Southeast Evangeline Thruway, Lafayette,
Louisiana 70508, telephone: (337) 235-2452.







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ASSIGNMENT FORM




     To assign this Note, fill in the form below:



     I or we assign and transfer this Note to



 

(Print or type assignee’s name, address and zip code)



 

(Insert assignee’s soc. sec. or tax I.D. No.)


and
irrevocably appoint
                     agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.




	 	 	 	 	 	 	 	 	 

	Date:

	 	 	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	Sign exactly as your name appears on the other side of this Note.





Signature Guarantee:



 


(Signature must be guaranteed)



Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



 



In connection with any transfer of any of the Notes evidenced by this certificate occurring prior
to the Resale Restriction Termination Date, the undersigned confirms that such Notes are being
transferred in accordance with its terms:



CHECK ONE BOX BELOW





	 	(1)	o	 to the Company or any subsidiary thereof; or
	 
	 	(2)	o	pursuant to an effective registration statement under the Securities Act of
1933; or




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	 	(3)	o	inside the United States to a person who the undersigned reasonably believes is
a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of
1933) that is purchasing for its own account or for the account of a qualified
institutional buyer to whom notice is given that such transfer is being made in
reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under
the Securities Act of 1933; or
	 
	 	(4)	o	outside the United States in an offshore transaction within the meaning of
Regulation S under the Securities Act in compliance with Rule 904 under the Securities
Act of 1933; or
	 
	 	(5)	o	pursuant another available exemption from registration under the Securities Act
of 1933.




Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced
by this certificate in the name of any person other than the registered holder thereof;
provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled
to require, prior to registering any such transfer of the Notes, such legal opinions,
certifications and other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144
under such Act.




	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Signature 	 
	 	 	 	 



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TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.



The undersigned represents and warrants that it is purchasing this Note for its own account or an
account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company and the Guarantors as the
undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by Rule 144A.




	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Notice: To be executed by an executive officer






A-14









 






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:



o Section 4.08  
                    
           o 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-15









 





EXHIBIT C




[FORM OF NOTATION OF NOTE GUARANTEE]



NOTE 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 guaranteed 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 Note Guarantee. Each Note 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 Note Guarantee shall not be affected by the fact that a notation thereof is
not affixed to any particular Note.




          The obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the
Note Guarantees 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 Note Guarantees and all of the other provisions of the Indenture to which the Note
Guarantees relate.




          Each Note Guarantee is subject to release upon the terms set forth in the Indenture.




	 	 	 	 	 
	 	GUARANTORS:

[_________________________________________ ]


 
	 	By:  	


 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




C-1