exv4w3






EXHIBIT 4.3




SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF MARCH 31, 2008




     This Second Amendment to Amended and Restated Loan Agreement is entered into as of September
13, 2010 but effective as of September 1, 2010 (“this Amendment”) and is by and among PHI, Inc.,
formerly named Petroleum Helicopters, Inc. (“PHI” or “Borrower”), Air Evac Services, Inc., PHI Tech
Services, Inc., formerly named Evangeline Airmotive, Inc., International Helicopter Transport,
Inc., (individually, collectively and interchangeably, the “Subsidiary Guarantors”), and Whitney
National Bank (“Bank”).



          A. PHI, Subsidiary Guarantors and Bank entered into an Amended and Restated Loan Agreement
dated as of March 31, 2008 pursuant to which Bank extended the Revolving Line of Credit (as defined
in the Loan Agreement) to PHI; which loan agreement was amended by First Amendment to Loan
Agreement dated as of August 5, 2009, pursuant to which the Revolving Line of Credit was increased
to $75,000,000 and the maturity thereof was extended to September 1, 2011 (as amended, the “Loan
Agreement”);




          B. The Borrower is a party to that certain Indenture, dated as of April 12, 2006
(collectively, as amended and supplemented, the “2006 Indenture”), entered into between the
Borrower as issuer, the subsidiary guarantors party thereto and The Bank of New York Trust
Company, N.A., as trustee, providing for the issuance of $200 million principal amount of 7.125%
Senior Notes due 2013 (the “2006 Notes”).




          C. The Borrower proposes to commence an offer or series of offers (the “Tender Offer”) to
purchase or redeem any or all of the 2006 Notes from the holders thereof pursuant to the terms of
a Tender Offer and Consent Solicitation and related documents (the “Solicitation Materials”).




          D. Simultaneous with the Tender Offer, the Borrower proposes to make certain amendments as
are deemed necessary, appropriate or desirable (the “Proposed Amendments”) to the 2006 Indenture
relating to the 2006 Notes, which Proposed Amendments would, among other things, remove
substantially all the restrictive covenants, certain events of default and other provisions
contained in the 2006 Indenture.




          E. The Borrower proposes to finance the Tender Consideration through some combination of the
following: (i) cash on hand; and (ii) the issuance and sale of up to a maximum of $300 million in
aggregate principal amount of new senior notes (the “New Notes”) in an offering (the “Note
Offering”) exempt from registration under the Securities Act of 1933, as amended (the “Securities
Act”), and providing for resale pursuant to Rule 144A and Regulation S under the Securities Act.




          F. The Borrower proposes to issue the New Notes pursuant to an indenture (the “New
Indenture”) to be executed by and among the Borrower, the subsidiary guarantors named therein (the
“New Indenture Guarantors”) and the trustee under the New Indenture.




          G. Under the terms of the New Indenture, the New Indenture Guarantors will guarantee the
payment of all amounts due under the New Indenture and the New Notes.




          H. The Borrower will sell the New Notes pursuant to a purchase agreement (the “Purchase
Agreement”) to be executed by the Borrower, the New Indenture Guarantors and the purchasers party
thereto.




          I. As a condition to the purchase of the New Notes, the Borrower will be required to agree,
subject to certain conditions, to issue, pursuant to an exchange offer registered under the
Securities Act (the “Exchange Offer”), a separate series of the Senior Notes (the “Exchange
Notes”) having substantially the same terms as the New Notes (except that the Exchange Notes will
not contain transfer restrictions).




          J. Pursuant to the Loan Agreement, the Borrower may not enter into any transaction that would
substantially alter the balance sheet or create any additional obligations for borrowed money
without the prior written consent of Bank.




          K. The Borrower would like to amend the Loan Agreement to allow for, among other things, the
following: (i) the Tender Offer for the 2006 Notes; (ii) the Proposed Amendments to the 2006
Indenture; (iii) the offering and issuance of the New Notes pursuant to the New Indenture; (iv)
the entering into the New Indenture; (v) the guarantees granted by the subsidiaries pursuant to
the New Indenture; and (vi) the offering and issuance of the Exchange Notes pursuant to the
Exchange Offer.




          L. The Borrower desires to (i) extend the maturity of the Revolving Line of Credit and the
Loan Agreement to September 1, 2012 and (ii) increase the covenant regarding minimum Consolidated
Net Worth to $450,000,000.




          M. The Borrower, Subsidiary Guarantors and the Bank have agreed to enter into this Amendment
to amend and modify the Loan Agreement, among other things, to reflect the changes relating to the
transactions described above.




     NOW THEREFORE, for good and adequate consideration, the receipt of which is hereby
acknowledged, PHI, the Subsidiary Guarantors and Bank do hereby amend the Loan Agreement as
follows:



1. Defined Terms.




          (a) Capitalized terms that are defined in this Amendment shall have the meanings ascribed in
this Amendment to such terms. All other capitalized terms shall have the meanings ascribed to such
terms in the Loan Agreement as amended by this Amendment.




          (b) Each reference to “hereof,” “hereunder,” “herein” and “hereby” and each other similar
reference contained in the Loan Agreement, each reference to “this Agreement”, “the Loan
Agreement” and each other similar reference contained in the Loan Agreement and each reference
contained in this Amendment to the “Loan Agreement” shall on and after the Amendment Effective
Date refer to the Loan Agreement as amended by this Amendment. Any notices, requests, certificates
and other instruments executed and delivered on or after the Amendment Effective Date may refer to
the Loan Agreement without making specific reference to this Amendment but nevertheless all such
references shall mean the Loan Agreement as amended by this Amendment unless the context otherwise
requires. This Amendment constitutes a “Loan Document” as defined in the Loan Agreement.




2. Amendments and Limited Waiver.




          (a) Paragraph A on page one of the Loan Agreement entitled “THE LOAN OR LOANS” is hereby
amended and restated in its entirety as follows:







 









 









“A. THE LOAN OR LOANS. Provided PHI performs all obligations in favor of Bank
contained in this Agreement and in any other agreement, whether now existing or
hereafter arising:




Bank shall make available to PHI a secured revolving line of credit (the “Revolving Line of
Credit”) in the principal amount of SEVENTY-FIVE MILLION ($75,000,000) DOLLARS, that may be
drawn upon by PHI on any business day of Bank during the period hereof until and including
September 1, 2012, on at least one day’s telephonic notice to Bank. The Revolving Line of
Credit shall be evidenced by a commercial note, payable to Bank (the “Note”) and shall
contain additional terms and conditions and be identified with this Agreement.




A sublimit of TWENTY MILLION ($20,000,000) DOLLARS is hereby established for the issuance
of letters of credit with a maturity not exceeding that of the Note, which may be issued
by Bank or any bank participating in the Revolving Line of Credit upon application by
PHI.”



          (b) Amendment to Section C(3) of the Loan Agreement: Offering Memorandum, Notes and
Indenture. Section C(3) of the Loan Agreement is hereby deleted and replaced in its entirety with
the following:





“(i) PHI further represents, warrants and covenants to the Bank that the terms and
conditions of, this Agreement do not violate the offering memorandum (the “2006
Offering Memorandum”) dated April I2, 2006, respecting the 2006 Notes issued under the
2006 Indenture, among PHI, the Guarantors (as defined in the 2006 Offering
Memorandum), and the Bank of New York Trust Company, N.A., as Trustee, or therewith,
as all of the foregoing may be amended from time to time (individually and
collectively, the “2006 Indenture Notes and Documents”); and




(ii) PHI further represents, warrants and covenants to the Bank that the terms and
conditions of, this Agreement will not violate the offering memorandum (the “2010
Offering Memorandum”) respecting the senior notes in the aggregate principal amount of
up to THREE HUNDRED MILLION and NO/100 DOLLARS, under an Indenture related thereto
(the “2010 Indenture”), among PHI, the Guarantors (as defined in the 2010 Offering
Memorandum), and The Bank of New York Trust Company, N.A., as Trustee, or therewith,
as all of the foregoing may be amended from time to time (individually and
collectively, the “2010 Indenture Notes and Documents” and together with the 2006
Indenture Notes and Documents, the “Indenture Notes and Documents”).”



          (c) Amendment to Section C(4) of the Loan Agreement: Litigation. Section C(4) of the Loan
Agreement is hereby deleted and replaced in its entirety with the following:





          “To the best of PHI’s knowledge, after due inquiry, and except as disclosed in
PHI’s Forms 10-K and Form 10-Q, no litigation or governmental proceedings are pending
or threatened against PHI or any of its subsidiaries, the results of which might
materially affect PHI or such subsidiaries’ financial condition or operations. Other
than any liability incident to such litigation or proceedings or provided for or
disclosed in the financial statements submitted to Bank, PHI does not have any
material contingent liabilities. No subsidiaries have any material contingent
liability other than those imposed by the security documents granted by PHI in favor
of Whitney and the Indenture Notes and Documents.”



          (d) Subparagraph C(8)(c) on page three of the Loan Agreement entitled “Consolidated Net Worth”
is hereby amended and restated in its entirety as follows:





          “(c) Consolidated Net Worth. From and after September 1, 2010, PHI, shall not at
any time, permit its consolidated net worth, to be less than FOUR HUNDRED FIFTY
MILLION ($450,000,000) DOLLARS.”



          (e) Subparagraph C(11) on page three of the Loan Agreement entitled “Indebtedness and Liens”
is hereby amended and modified to add the following sentences:





“Notwithstanding anything to the contrary herein, PHI has the concurrence of Bank to
refinance during calendar year 2010 its existing $200,000,000 principal amount 2006
Indenture Notes and Documents with an unsecured indenture not exceeding $300,000,000
principal amount with a single principal maturity extending beyond 2013 for the
primary purpose of retiring its existing 2006 Notes due 2013, repaying amounts due
under the Loan Agreement (which may then become available for reborrowing), purchasing
aircraft, including purchasing leased aircraft pursuant to purchase options in the
lease, and other general corporate purposes. The Bank further consents to the (i) the
Tender Offer for the 2006 Notes, (ii) the Proposed Amendments to the 2006 Indenture,
(iii) the offering and issuance of the New Notes pursuant to the New Indenture, (iv)
the entering into the New Indenture, (v) the guarantees granted by the subsidiaries
pursuant to the New Indenture, and (vi) the offering and issuance of the Exchange
Notes pursuant to the Exchange Offer.”



3. Miscellaneous.




          (a) This Amendment will be governed by and construed in accordance with the laws of the State
of Louisiana.




          (b) In connection with the foregoing, the Loan Agreement is hereby amended, but in all other
respects, all of the terms and conditions of the Loan Agreement remain unaffected and in full
force and effect as originally written.




[Signatures on Next Page]







 









 








     IN WITNESS WHEREOF, this Second Amendment is entered into as of September 13, 2010 but
effective as of September 1, 2010.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	PHI, INC., formerly known as Petroleum Helicopters, Inc.	 	 	WHITNEY NATIONAL BANK	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Michael J. McCann	 	 	 	By:	 	/s/ Harry C. Stahel	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Michael J. McCann
	 	 	 	 	 	Name:
	 	Harry C. Stahel	 	 
	 

	 	Title:
	 	Chief Financial Officer
	 	 	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AIR EVAC SERVICES, INC.	 	 	 	PHI TECH SERVICES, INC., formerly
named Evangeline Airmotive, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Michael J. McCann	 	 	 	By:	 	/s/ Michael J. McCann	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Michael J. McCann
	 	 	 	 	 	Name:
	 	Michael J. McCann	 	 
	 

	 	Title:
	 	Chief Financial Officer
	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	INTERNATIONAL HELICOPTER

TRANSPORT, INC.	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Michael J. McCann	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Michael J. McCann	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	Chief Financial Officer