exv4w7



 





Exhibit 4.7



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
	 	 	 	 	 	Name:
	 	Harry C. Stahel
	 

	 	Title:
	 	Chief Financial Officer
	 	 	 	 	 	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
	 	 	 	 	 	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