exv10w2



 







Exhibit
10.2




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. (“SUBSIDIARY

GUARANTORS”), AND WHITNEY NATIONAL BANK (“WHITNEY”)




     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.



     WHEREAS, the current agreement is not effective after July 31, 2006.



     NOW THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, PHI, the
Subsidiary Guarantors and Whitney do hereby amend the Loan Agreement to extend the maturity and make certain
other modifications as follows:




	 	1.	 	In Paragraph A, the date of July 31, 2006 is changed to July 31, 2007 and the sublimit for issuance of
letters of credit is increased from $5,000,000.00 to $8,000,000.00.
	 
	 	2.	 	In Paragraph C(8)(c), “Consolidated Net Worth” is amended by adding at the end of the paragraph, “from and after
September 30, 2005, PHI shall not at any time, permit its consolidated net worth to be less than TWO HUNDRED MILLION
($200,000,000.00) DOLLARS.”
	 
	 	3.	 	In Paragraph G, the rate of interest is reduced and amended so that the first two paragraphs are restated as follows:






“RATE OF INTEREST AND APPLICABLE FEES. Borrowing made pursuant to the Note shall accrue interest at JPMorganChase Prime
and may be advanced or repaid at any time upon one day’s notice, and interest shall be payable quarterly; or in the
alternative, LIBOR borrowings may be arrange for fixed periods of 30, 60, 90 or 180 days with interest payable at the
respective maturity at the LIBOR rate as quoted on the business day prior to borrowing plus an applicable margin as
follows:




• 250 points when Funded Debt to Net Worth equals or exceeds 150%

• 200 points when Funded Debt to Net Worth is between 125% and 150%

• 150 points when Funded Debt to Net Worth equals or is less than 125%





as calculated by referring to the last 10-K or 10-Q filing.




As used in this Agreement, the term “JPMorganChase Prime” shall mean the rate of interest as recorded by JPMorganChase
from time to time as its prime lending rate with the rate of interest to change when and as such prime lending rate
changes.”




	 	4.	 	In connection with the foregoing and only 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.





     IN WITNESS WHEREOF, this Second Amendment to Loan Agreement is dated as of September 30, 2005.



	 	 	 
	PETROLEUM HELICOPTERS, INC.

	 	WHITNEY NATIONAL BANK






	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael J. McCann

	 	By:
	 	/s/ Harry C. Stahel

	 	 

	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Michael J. McCann

Title: Chief Financial Officer
	 	 	 	Name: Harry C. Stahel

Title: Senior Vice President	 	 






	 	 	 
	AIR EVAC SERVICES, INC.

	 	EVANGELINE AIRMOTIVE, INC.






	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael J. McCann

	 	By:
	 	/s/ Michael J. McCann

	 	 

	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Michael J. McCann

Title: Chief Financial Officer
	 	 	 	Name: Michael J. McCann

Title: Chief Financial Officer	 	 






	 
	INTERNATIONAL HELICOPTER

TRANSPORT, INC.







	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael J. McCann

	 	 

	 	 	 	 

	 

	 	 	 	 	 	 	 	 
	 

	 	Name: Michael J. McCann

Title: Chief Financial Officer