8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2010

PHI, INC.

(Exact name of registrant as specified in its charter)

Louisiana
(State or other
jurisdiction of
incorporation) 0-9827
(Commission File Number) 72-0395707
(IRS Employer
Identification No.)

2001 SE Evangeline Thruway, Lafayette, Louisiana
(Address of principal executive offices) 70508
(Zip Code)

Registrant’s telephone number, including area code: (337) 235-2452

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

 EX-4.1

 EX-99.1

Item 1.01 Entry into a Material Definitive Agreement.

     As previously announced, on September 9, 2010, PHI, Inc. (the “Company”) commenced a cash tender offer for any and all of its outstanding $200,000,000 aggregate principal amount of 7.125% Senior Notes due 2013 (the “7.125% Notes”) and a solicitation of consents to amend the indenture governing the 7.125% Notes (the “Indenture”) on the terms and subject to the conditions set forth in PHI’s Offer to Purchase and Consent Solicitation Statement. On September 22, 2010, the Company announced that, as of 5:00 p.m., New York City time, on September 22, 2010, it had received the requisite consents to amend the Indenture and accordingly entered into a supplemental indenture, dated September 22, 2010 (the “Supplemental Indenture”), to the Indenture with the Bank of New York Mellon Trust Company, N.A., successor to Bank of New York Trust Company, N.A., as trustee for the 7.125% Notes.

     The Supplemental Indenture, among other things, eliminates substantially all of the restrictive covenants and certain event of default provisions in the Indenture. The Supplemental Indenture will not become effective until a majority in aggregate principal amount of the outstanding Notes has been purchased by PHI pursuant to the terms of the tender offer and consent solicitation.

     A copy of the Supplemental Indenture is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The description of the Supplemental Indenture contained herein is qualified in its entirety by the full text of such exhibit.

Item 3.03 Material Modification to Rights of Security Holders.

     See Item 1.01 hereto, which is incorporated herein by reference, with respect to the execution of the Supplemental Indenture on September 22, 2010.

Item 7.01 Regulation FD Disclosure.

     On September 22, 2010, the Company issued a press release announcing that, as of 5:00 p.m., New York City time, on September 22, 2010, it had received the requisite consents and tenders from the holders of over 94.75% of the aggregate principal amount of its outstanding 7.125% Notes in connection with its tender offer and consent solicitation for such notes, as discussed in Item 1.01 hereto. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

          In accordance with General Instruction B.2 of Form 8-K, the information presented under Item 7.01 of this Current Report and set forth in Exhibit 99.1 hereto is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
4.1	Supplemental Indenture dated as of September 22, 2010 to the Indenture dated as of April 12, 2006 by and among PHI, Inc., the subsidiary guarantors and The Bank of New York Mellon Trust Company, N.A., successor to The Bank of New York Trust Company, N.A., as trustee.
99.1	Press release by PHI, Inc., dated September 22, 2010, announcing receipt of requisite consents with respect to its tender offer and consent solicitation for its 7.125% Senior Notes due 2013.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PHI, INC.
Date: September 22, 2010	By:	/s/ Michael J. McCann
		Name:	Michael J. McCann
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
	4.1	Supplemental Indenture dated as of September 22, 2010 to the Indenture dated as of April 12, 2006 by and among PHI, Inc., the subsidiary guarantors and The Bank of New York Mellon Trust Company, N.A., successor to The Bank of New York Trust Company, N.A., as trustee.
	99.1	Press release by PHI, Inc., dated September 22, 2010, announcing receipt of requisite consents with respect to its tender offer and consent solicitation for its 7.125% Senior Notes due 2013.

EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE FOR THE NOTES

PHI, INC.

AND

THE GUARANTORS NAMED HEREIN,

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of September 22, 2010

to

Indenture

Dated as of April 12, 2006

7.125% Senior Notes due 2013

     THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated September 22, 2010, is by and among PHI, Inc., a Louisiana corporation (the “Company”), the Guarantors listed on the signature pages hereof, and The Bank of New York Mellon Trust Company, N.A., a national banking association, (the “Trustee”).

     WHEREAS, the Trustee, the Company and the Guarantors have heretofore executed and delivered that certain Indenture dated as of April 12, 2006 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of the Company’s 7.125% Senior Notes due 2013 (the “Notes”);

     WHEREAS, on April 12, 2006, the Company issued $200,000,000 aggregate principal amount of Notes, all of which Notes are currently outstanding;

     WHEREAS, Section 9.02 of the Indenture provides that, with the consent of Holders of at least a majority aggregate principal amount of the Notes then outstanding, the Company, the Guarantors, and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);

     WHEREAS, the Company desires and has requested the Trustee to join with it and the Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture;

     WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated September 9, 2010 and the related letter of transmittal (which together, including any amendments, modifications or supplements thereto, constitute the “Tender Offer”);

     WHEREAS, (1) the Company has received the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (excluding any Notes owned by the Company or a Subsidiary or a Related Person, as defined in the Indenture), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture and (3) the Company and the Guarantors have satisfied all other conditions required under Article 9 of the Indenture to enable the Company, the Guarantors and the Trustee to enter into this Supplemental Indenture.

     NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

1.

DEFINITIONS

     1. Deletion of Definitions and Related References. Section 1.01 of Article 1 of the Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set forth in Article II of this Supplemental Indenture.

2.

AMENDMENTS TO INDENTURE AND NOTES

     1. Amendments to Articles 4, 5 and 6.

          1.The Indenture is hereby amended by deleting the following provisions of the Indenture and all references thereto in their entirety:

Section 4.03 (Reports to Holders);
Section 4.05 (Stay, Extension and Usury Laws);
Section 4.09 (Conduct of Business);
Section 4.10 (Limitations on Additional Indebtedness);

Section 4.11 (Limitations on Restricted Payments);
Section 4.12 (Limitation on Dividends and Other Restrictions Affecting Restricted Subsidiaries);
Section 4.13 (Limitation on Liens);
Section 4.14 (Limitation on Transactions with Affiliates);
Section 4.15 (Limitation on Asset Sales);
Section 4.16 (Limitation on Designation of Unrestricted Subsidiaries);
Section 4.17 (Additional Note Guarantees);
Section 4.18 (Limitation on Layering Indebtedness);
Section 4.19 (Limitations on the Issuance or Sale of Equity Interests of Restricted Subsidiaries);
Section 4.20 (Limitation on Sale and Leaseback Transactions);
Section 5.01(a) (3) (Limitation on Mergers, Consolidation, Etc.); and
Section 6.01 (5) and (6) (Defaults and Remedies).

          2.Section 4.06 is revised to read in its entirety as follows: “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 in accordance with its organizational documents (as the same may be amended from time to time).”

     2. Amendments to Notes. The Notes are hereby deemed to be amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Supplemental Indenture, including, without limitation, paragraph 8 and clauses (5) and (6) of paragraph 12 thereof.

3.

MISCELLANEOUS PROVISIONS

     1. Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

     2. Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed, and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby, and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict, the provisions of this Supplemental Indenture shall control.

     3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     4. Successors. All agreements of the Company and the Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

     5. Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy.

     6. Severability. In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

     7. Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the

generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantors, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

     8. Effectiveness. The provisions of this Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become operative only upon the purchase by the Company of at least a majority in principal amount of the outstanding Notes pursuant to the Tender Offer, with the result that the amendments to the Indenture effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such purchase shall not occur. The Company shall notify the Trustee promptly after the occurrence of such purchase or promptly after the Company shall determine that such purchase will not occur.

     9. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Effective as of September 23, 2010, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Supplemental Indenture, dated as of September 22, 2010. Reference is hereby made to said Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

     10. Effects of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

PHI, INC.
By:	/s/ Michael J. McCann
Name:	Michael J. McCann
Title:	Chief Financial Officer and Secretary
GUARANTORS
INTERNATIONAL HELICOPTER TRANSPORT, INC.
PHI TECH SERVICES, INC.
AIR EVAC SERVICES, INC.
PHI AIR MEDICAL, INC.
PETROLEUM HELICOPTERS INTERNATIONAL, INC.
HELICOPTER MANAGEMENT, L.L.C.
HELICOPTER LEASING L.L.C.
HELEX, L.L.C.
SKY LEASING, L.L.C.
VERTILEASE, LLC
LEASING SERVICE, LLC
By:	/s/ Michael J. McCann
Name:	Michael J. McCann
Title:	Vice President

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By:	/s/ Craig A. Kaye
Name:	Craig A. Kaye
Title:	Senior Associate

EX-99.1

Exhibit 99.1

News Release
CONTACT: Michael J. McCann
CFO and Treasurer
(337) 235-2452

FOR IMMEDIATE RELEASE

PHI, Inc. Announces Receipt of Requisite Consents with Respect to Its Tender Offer and Consent Solicitation for Its 7.125% Senior Notes Due 2013

LAFAYETTE, La.—September 22, 2010—PHI, Inc. (“PHI”) (The Nasdaq Global Market: PHII (voting) and PHIIK (non voting)) announced today that it had received, as of 5:00 p.m., New York City time, on September 22, 2010 (the “Consent Deadline”), tenders and consents from holders of over 94.75% of the aggregate principal amount of its outstanding 7.125% Senior Notes due 2013 (the “Notes”) in connection with its previously announced cash tender offer and consent solicitation for the Notes, which commenced on September 9, 2010.

PHI intends to execute a supplemental indenture to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants, and certain event of default provisions in the indenture. The supplemental indenture will not become operative until a majority in aggregate principal amount of the outstanding Notes has been purchased by PHI pursuant to the terms of the tender offer and the consent solicitation.

PHI’s obligation to accept for purchase, and to pay for, any Notes pursuant to the tender offer is conditioned upon, among other things, its completion of its capital markets debt offering of $300,000,000 aggregate principal amount of 8.625% Senior Notes due 2018 so that PHI will have sufficient funds to pay the total consideration for all tendered Notes and delivered consents plus all related fees and expenses. Subject to the satisfaction or waiver of these conditions, all holders who validly tendered and did not validly withdraw their Notes prior to the Consent Deadline will receive on the initial settlement date (the “Initial Settlement Date”) a consent payment of $30 per $1,000 principal amount of the Notes validly tendered and accepted for purchase (the “Consent Payment”), in addition to the tender offer consideration of $1,008.13 per $1,000 principal amount of Notes (the “Tender Offer Consideration”) plus accrued and unpaid interest on those Notes in accordance with the terms of PHI’s Offer to Purchase and Consent Solicitation Statement. Holders who validly tender their Notes after the Consent Deadline but before the expiration of the tender offer will not receive the Consent Payment, but will receive the Tender Offer Consideration for Notes accepted for purchase in accordance with the terms of the Offer to Purchase and Consent Solicitation Statement, plus accrued and unpaid interest on those Notes, on the final settlement date (the “Final Settlement Date”). The Initial Settlement Date will occur on the business day we select, and is expected to be September 23, 2010 following satisfaction or waiver of the conditions to the tender offer and the consent solicitation. The tender offer and the consent solicitation will expire at 12:00 a.m. New York City time, on October 6, 2010, unless extended or terminated by PHI, and the Final Settlement Date is expected to be the next business day.

Any Notes not tendered and purchased pursuant to the tender offer will remain outstanding and the holders thereof will be subject to the terms of the supplemental indenture even though they did not consent to the amendments.

UBS Investment Bank is acting as the dealer manager, and Global Bondholder Services Corporation is the information agent and depositary for the tender offer and consent solicitation. Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 540-1500 (toll free) (banks and brokerage firms please call (212) 430-3774). Questions regarding the tender offer and consent solicitation should be directed to UBS Investment Bank at (888) 719-4210 (U.S. toll-free) or (203) 719-4210 (collect), attention: Liability Management Group.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation to consent with respect to any Notes. The tender offer is being made solely by means of the Offer to Purchase and Consent Solicitation, which sets forth the complete terms and conditions of the tender offer and consent solicitation.

Certain statements in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “forecast,” “anticipate,” “estimate,” “project,” “intend,” “expect,” “should,” “believe,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the Company’s actual results, performance (financial or operating) or achievements to differ materially from the results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. These factors include adverse weather, competition, the level of activity in the oil and gas industry (particularly in the Gulf of Mexico) and our ability to continue to grow patient transport volumes. These and other factors are more fully discussed in the Company’s SEC filings under “Risk Factors.”

PHI provides helicopter transportation and related services to a broad range of customers including the oil and gas industry, air medical industry and also provides third-party maintenance services to select customers. PHI Voting Common Stock and Non-Voting Common Stock are traded on The Nasdaq Global Market (symbols PHII and PHIIK).

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