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                                                                    EXHIBIT 10.3


             LOAN AGREEMENT DATED AS OF APRIL 23, 2002 BY AND AMONG
              PETROLEUM HELICOPTERS, INC., ACADIAN COMPOSITES, LLC,
     AIR EVAC SERVICES, INC., EVANGELINE AIRMOTIVE, INC., AND INTERNATIONAL
              HELICOPTER TRANSPORT, INC. AND WHITNEY NATIONAL BANK

         This Agreement is dated as of April 23, 2002, and is entered into by
and among PETROLEUM HELICOPTERS, INC. ("PHI"), ACADIAN COMPOSITES, LLC
("ACADIAN"), AIR EVAC SERVICES, INC. ("AIR EVAC"), EVANGELINE AIRMOTIVE, INC.
("EVANGELINE"), AND INTERNATIONAL HELICOPTER TRANSPORT, INC,. ("INTERNATIONAL
HELICOPTER") (FOR CONVENIENCE OF REFERENCE, ACADIAN, AIR EVAC, EVANGELINE AND
INTERNATIONAL HELICOPTER MAY SOMETIMES HEREINAFTER BE REFERRED INDIVIDUALLY,
COLLECTIVELY, AND INTERCHANGEABLY AS "SUBSIDIARY GUARANTORS"), AND WHITNEY
NATIONAL BANK ("Whitney"). For convenience of reference, Whitney may hereinafter
sometimes be referred to as "BANK". This Agreement refers to all present and
future loans collectively as the "LOANS", with each separate advance of funds
being a "LOAN".

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 FIFTY MILLION AND NO/100 ($50,000,000.00) DOLLARS,
                  that may be drawn upon by PHI on any business day of Bank
                  during the period hereof until and including July 31, 2004, 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 FIVE MILLION AND NO/100 ($5,000,000.00) 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 upon application by PHI.

B.       USE OF PROCEEDS. The proceeds from the Revolving Line of Credit are to
         refinance existing debt and/or for capital expenditures, and for
         general corporate purposes. PHI is not engaged in the business of
         extending credit for the purpose of purchasing or carrying margin stock
         (within the meaning of Regulation U). No proceeds of any advance will
         be used to purchase or carry any margin stock.

C.       REPRESENTATIONS, WARRANTIES AND COVENANTS. PHI represents, warrants and
         covenants to Bank that as of the date hereof and so long as the Loans
         shall be outstanding, except for matters that could not reasonably be
         expected to have a material adverse effect on PHI:

         (1)      ORGANIZATION AND AUTHORIZATION. PHI is a Louisiana corporation
                  which is duly organized, validly existing and in good standing
                  under Louisiana law. PHI's execution, delivery and performance
                  of this Agreement and all other documents delivered to Bank
                  has been duly authorized and does not violate its articles of
                  incorporation (or other governing documents), material
                  contracts or any applicable law or regulations.

         (2)      COMPLIANCE WITH TAX AND OTHER LAWS.

                  (a)      PHI shall comply with all laws that are applicable to
                           its business activities, including, without
                           limitation, all laws regarding (i) the collection,
                           payment and deposit of employees' income,
                           unemployment, Social Security, sales and excise
                           taxes; (ii) the filing of returns and payment of
                           taxes; (iii) pension liabilities including ERISA
                           requirements, (iv) environmental protection, and (iv)
                           occupational safety and health.

                  (b)      PHI shall not permit or suffer any violation of any
                           Environmental Law (as defined below) affecting the
                           property it owns or leases, (collectively, the
                           "PROPERTY"), and agrees that upon discovery, or in
                           the event, of any discharge, spill, injection,
                           escape, emission, disposal, leak or any other release
                           of hazardous substances on, in, under, onto or from
                           the Property, which is not authorized by a currently
                           valid permit or other approval issued by the
                           appropriate governmental agencies, promptly notify
                           Bank, and the appropriate governmental agencies, and
                           shall take all steps necessary to promptly clean-up
                           such discharge, spill, injection, escape, emission,
                           disposal, leak or any other release in accordance
                           with the provisions of all applicable Environmental
                           Laws, and shall receive a certification from the
                           Louisiana Department of Environmental Quality or
                           federal Environmental Protection Agency, that the
                           Property and any other property affected has been
                           cleaned-up to the satisfaction of those agencies. The
                           terms "Environmental Law" or


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                           "Environmental Laws" as used in this Agreement
                           include any and all current and future federal, state
                           and local environmental laws, statutes, rules,
                           regulations and ordinances, as the same shall be
                           amended and modified from time to time, including but
                           not limited to the federal Comprehensive
                           Environmental Response, Compensation and Liability
                           Act, as amended from time to time, the Federal
                           Resource Conservation and Recovery Act, as amended
                           from time to time, and the federal Toxic Substances
                           Control Act, as amended from time to time.

         (3)      OFFERING MEMORANDUM, NOTES, AND INDENTURE. The Loans to be
                  made to PHI under, and the terms and conditions of, this
                  Agreement do not violate the offering memorandum (the
                  "Offering Memorandum") dated April 17, 2002, respecting
                  promissory notes in the aggregate principal amount of TWO
                  HUNDRED MILLION AND NO/100 ($200,000,000.00) DOLLARS, and
                  additional promissory notes in an aggregate principal amount
                  of TWO HUNDRED SEVENTY-FIVE MILLION AND NO/100
                  ($275,000,000.00) DOLLARS, under an Indenture dated as of
                  April 23, 2002, among PHI, the Guarantors (as defined in the
                  Offering Memorandum), and The Bank of New York, as Trustee, or
                  any other document executed or to be executed in connection
                  therewith, as all of the foregoing may be amended from time to
                  time (individually, collectively, and interchangeably, the
                  "Indenture Notes and Documents").

         (4)      LITIGATION. To the best of PHI's knowledge, after due inquiry,
                  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.

         (5)      PENSION PLANS. Each of PHI and its subsidiaries are in
                  compliance with all statutes and governmental rules and
                  regulations applicable to it, including, without limitation,
                  the Employee Reimbursement Income Security Act of 1974, as
                  amended ("ERISA"). No Termination Event (as defined herein)
                  has occurred with respect to any Plan (as defined herein),
                  and, except for any failure that could not reasonably be
                  expected to cause a material adverse change, each Plan has
                  complied with and been administered in all material respects
                  in accordance with applicable provisions of ERISA and the
                  Internal Revenue Code of 1986, as amended (the "CODE"), and no
                  condition exists or event or transaction has occurred in
                  connection with any Plan, maintained by PHI or its
                  subsidiaries, which could result in PHI or its subsidiaries
                  incurring any material liabilities, fine, or penalty. No
                  "accumulated funding deficiency" (as defined in Section 302 of
                  ERISA) has occurred with respect to any Plan and there has
                  been no excise tax imposed with respect to any Plan under
                  Section 4971 of the Code. The present value of all benefits
                  vested under each Plan (based on the assumptions used to fund
                  such Plan) did not, as of the last annual valuation date
                  applicable thereto, exceed the value of the assets of such
                  Plan allocable to such vested benefits in any amount that
                  would reasonably be expected to cause a material adverse
                  change. Based upon GAAP existing as of the effective date of
                  this agreement and current factual circumstances, PHI has no
                  reason to believe that the annual cost during the term of this
                  Agreement to PHI for post-retirement benefits to be provided
                  to the current and former employees of PHI under welfare
                  benefit plans (as defined in Section 3(1) of ERISA) could, in
                  the aggregate, reasonably be expected to cause a material
                  adverse change.

                  For purposes of this section, the term "Plan" means an
                  employee benefit plan covered by Title IV of ERISA or subject
                  to minimum funding standards under Section 412 of the Code and
                  the term "Termination Event" means (a) the occurrence of a
                  reportable event with respect to a Plan, as described in
                  Section 4043 of ERISA and the regulations issued thereunder
                  (other than a reportable event not subject to the provision
                  for 30-day notice to the PBGC under such regulations); (b) the
                  giving of a notice of intent to terminate a Plan under Section
                  4041(c) of ERISA; (c) the institution of proceedings to
                  terminate a Plan by the PBGC; or (d) any other event or
                  condition which constitutes grounds under Section 4042 of
                  ERISA for the termination of, or the appointment of a trustee
                  to administer, any Plan.

         (6)      FINANCIAL INFORMATION. From the date of this Agreement and so
                  long as the Loans shall be outstanding, unless compliance
                  shall have been waived in writing by Bank, PHI shall furnish
                  to Bank:

                  (a)      promptly after the sending or filing thereof, copies
                           of all reports which PHI sends to any of its public
                           security holders, and copies of all Forms 10-K, 10-Q
                           and 8-K, Schedules 13E-4


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                           (including all exhibits filed therewith) and
                           registration statements, and any other filings or
                           statements that PHI files with the Securities and
                           Exchange Commission or any national securities
                           exchange;

                  (b)      together with all Forms 10-K, 10-Q and 8-K, a
                           certificate of the president or chief financial
                           officer of PHI to the effect that no Default with
                           respect to PHI, or event which might mature into a
                           Default with respect to PHI, has occurred;

                  (c)      upon the occurrence of a Default, a certificate of
                           the president or chief financial officer of PHI
                           specifying the nature and the period of existence
                           thereof and what action PHI proposes to take with
                           respect thereto;

                  (d)      written notice of any and all litigation affecting
                           PHI, directly or indirectly; provided, however, this
                           requirement shall not apply to litigation involving
                           PHI and any other party if such litigation involves,
                           in the aggregate, less than $500,000; and

                  (e)      from time to time, such other information as Bank may
                           reasonably request.

         (7)      INSURANCE. Each of PHI and its subsidiaries shall maintain,
                  with financially sound and reputable insurance companies
                  workmen's compensation insurance, liability insurance and
                  insurance on PHI's and its subsidiaries' property, assets and
                  business at least to such extent and against such hazards and
                  liabilities as is commonly maintained by similar companies
                  and, in addition to the foregoing insurance, such insurance as
                  may be reasonably required by Bank. In the case of property
                  (whether owned by PHI or its subsidiaries) on which Bank has a
                  lien, PHI shall provide Bank with duplicate originals or
                  certified copies of such policies of insurance naming Bank as
                  additional mortgages-loss payee and as additional insured as
                  its interests may appear, and providing that such policies
                  will not be canceled without thirty (30) days' prior written
                  notice to Bank.

         (8)      FINANCIAL COVENANTS AND RATIOS.

                  (a)      CURRENT ASSETS/CURRENT RATIO. PHI will not at any
                           time permit the ratio of consolidated current assets
                           to consolidated current liabilities to be less than
                           2.00 to 1.00;

                  (b)      FUNDED DEBT/NET WORTH. PHI will not at any time after
                           June 30, 2002, permit the ratio of Funded Debt
                           (defined as all indebtedness under this Agreement
                           plus the amount of any capital or operating leases
                           and any other monetary obligation payable over time)
                           to PHI's consolidated net worth to be more than 2.50
                           to 1.00.

                  (c)      CONSOLIDATED NET WORTH. From and after the date of
                           this Agreement through December 31, 2002, PHI, shall
                           not at any time, permit its consolidated net worth,
                           to be less than NINETY MILLION ($90,000,000.00)
                           DOLLARS. From and after December 31, 2002, PHI shall
                           not, at any time permit consolidated net worth to be
                           less than ONE HUNDRED MILLION ($100,000,000.00)
                           DOLLARS.

         (9)      MERGERS, ETC. Without the prior written consent of Bank, PHI
                  shall not consolidate with, or merge into, any other
                  corporation, or permit any other corporation to merge into it,
                  or sell or lease all, or substantially all, of its assets, or
                  acquire all or a substantial part of the assets or capital
                  stock of any other partnership, firm or corporation, or enter
                  into any other transaction that would substantially alter the
                  balance sheet of PHI. PHI will not permit any material changes
                  to be made in the character of its business as carried on at
                  the date of this Agreement.

         (10)     STOCK REDEMPTION. PHI will not purchase, retire or redeem any
                  shares of its capital stock (other than pursuant to executive
                  or employee compensation plans) without the prior written
                  consent of Bank.

         (11)     INDEBTEDNESS AND LIENS. Except as contemplated in this
                  Agreement and as permitted in the Indenture Notes and
                  Documents, neither PHI nor any of its subsidiaries (i) shall
                  create any additional obligations for borrowed money, or (ii)
                  mortgage or encumber any of their assets or suffer any liens
                  or indebtedness to exist on any of their assets.

         (12)     OTHER LIABILITIES. PHI shall not lend to or guarantee, endorse
                  or otherwise become contingently liable in connection with the
                  obligations, stock or dividends of any person, firm or
                  corporation.


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         (13)     CHANGE OF CONTROL. Without the prior written consent of
                  Whitney, there shall not be a Change of Control (as defined in
                  the Offering Memorandum).

         (14)     ADDITIONAL DOCUMENTATION. Upon the written request of Bank,
                  PHI shall promptly and duly execute and deliver all such
                  further instruments and documents and take such further action
                  as Bank, may deem reasonably necessary to obtain the full
                  benefits of this Agreement and of the rights and powers
                  granted in this Agreement.

         (15)     NOTICE OF DEFAULT. PHI shall notify Bank immediately upon
                  becoming aware of the occurrence of any event constituting, or
                  which with the passage of time or the giving of notice, could
                  constitute, a Default.

         (16)     INDEMNITY. PHI shall indemnify, defend and hold Bank and its
                  respective directors, officers, agents, attorneys and
                  employees harmless from and against all claims, demands,
                  causes of action, liabilities, losses, costs and expenses
                  (including, without limitation, costs of suit, reasonable
                  legal fees and fees of expert witnesses) arising from or in
                  connection with (a) the presence in, on or under any property
                  of PHI (including, without limitation, the Property) of any
                  hazardous substance or solid waste, or any releases or
                  discharges (as the terms "release" and "discharge" are defined
                  under any applicable environmental law) of any hazardous
                  substance or solid waste on, under or from such property, (b)
                  any activity carried on or undertaken on or off such property
                  of PHI, whether prior to or during the term of this Agreement,
                  and whether PHI or any predecessor in title to PHI's property
                  or any officers, employees, agents, contractors or
                  subcontractors of PHI or any predecessor in title to the
                  property of PHI, or any third persons at any time occupying or
                  present on such property, in connection with the handling,
                  use, generation, manufacture, treatment, removal, storage,
                  decontamination, clean-up, transportation or disposal of any
                  hazardous substance or solid waste at any time located or
                  present on or under any of the aforedescribed property, or (c)
                  any breach of any representation, warranty or covenant under
                  the terms of this Agreement or applicable security agreements.
                  The foregoing indemnity shall further apply to any residual
                  contamination on or under any or all of the aforedescribed
                  property, or affecting any natural resources, and to any
                  contamination of any property or natural resources arising in
                  connection with the use, handling, storage, transportation or
                  disposal of any hazardous substance or solid waste, and
                  irrespective of whether any of such activities were or will be
                  undertaken in accordance with applicable laws, regulations,
                  codes and ordinances. The indemnity described in this Section
                  shall survive the termination of this Agreement for any reason
                  whatsoever.

D.       COLLATERAL. As security for payment and performance of the Loans, PHI
         will provide to Bank security for all of its obligations due to Bank,
         whether now existing or hereafter arising, through valid recorded
         security documents creating a first lien and security interest in all
         of PHI and its subsidiaries' inventory, including Parts (as herein
         defined), and Eligible Receivables (as defined herein) supported by a
         Borrowing Base Certificate (as herein defined) delivered monthly to
         Bank in form satisfactory to Bank.

         "Borrowing Base Certificate" means a report to Bank by the President or
         Chief Financial Officer certifying the level of borrowing authorized
         under this Agreement which is and shall be an amount (not exceeding
         $50,000,000) equal to the sum of (a) 80% of the amount of Eligible
         Receivables (defined as trade receivables less than 90 days of age) of
         PHI and its subsidiaries in which Bank shall have a valid perfected
         first priority security interest, plus (b) 50% of the value of Parts of
         PHI and its subsidiaries (valued at the lower of average cost or
         market), in which Bank shall have a valid perfected first priority
         security interest. For the purpose of this section, the term "Parts"
         means, until installed in any aviation unit, all aircraft engines,
         propellers, rotors, appliances, tires, airframes, spare parts, radios
         and other communication equipment together with all other aircraft
         appliances, instruments, mechanisms, appurtenances, accessories and
         parts or components thereof, of such person wherever maintained, now or
         hereafter existing, whether acquired by purchase or otherwise and
         whether held by such person for use in its business or held by such
         person for sale or lease or to be furnished by such person under
         contracts of service, and all proceeds thereof and accessories thereto.

E.       EACH EXTENSION OF CREDIT. Each request by PHI for a Loan shall
         constitute a warranty and representation by PHI to Bank that there
         exists no Default or any condition, event or act which constitutes, or
         with notice or lapse of time (or both) would constitute a Default as
         defined by this Agreement.

F.       GUARANTIES. The Revolving Line of Credit shall be guaranteed by each of
         the Subsidiary Guarantors.

G.       RATE OF INTEREST AND APPLICABLE FEES. Borrowing made pursuant to the
         Note shall accrue interest at Whitney Prime rate and may be advanced or
         repaid at any time upon one day's notice, interest shall be payable
         quarterly; or in the alternative, LIBOR borrowings may be arranged for
         fixed periods of 30,


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         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:

             o   300 points when Funded Debt to Net Worth equals or exceeds 150%
             o   250 points when Funded Debt to Net Worth is between 125% and
                 150%
             o   200 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 "Whitney Prime" shall mean the rate
         of interest as recorded by Whitney from time to time as its prime
         lending rate with the rate of interest to change when and as such prime
         lending rate changes.

         As used in this Agreement the term "LIBOR" shall mean the London
         Interbank Offered Rate ("LIBOR") for the referenced rate period as set
         and published as of the first day of each month by the British Banker's
         Association ("BBA") and obtained by Bank from a wire that is sent
         through Bloomberg, L.P. which rate is based by BBA on an average of the
         Interbank offered rates for dollar deposits in the London market based
         on quotes from designated banks in the London market, provided,
         however, that Bank reserves the right to adjust the LIBOR rate by the
         percentage, if any, that may be specified by the Board Of Governors of
         the Federal Reserve system (or an successor), from time to time, for
         determining the maximum reserve requirement (including, but not limited
         to, any marginal reserve requirement) with respect to liabilities
         consisting of or including "Eurocurrency Liabilities" (as defined in
         Regulation D of the Board of Governors of the Federal Reserve system).
         In determining the percentage for the LIBOR reserve requirement, Bank
         may use any reasonable averaging and attribution methods.

         Unused fees on the daily amount undrawn under the Revolving Line of
         Credit shall accrue at the rate of 3/8 of 1% per annum payable
         quarterly.

         Any letters of credit issued pursuant to this Agreement shall bear
         interest at 1/8 of 1% per month on any part thereof, plus standard
         issuing fees.

         Upon PHI's execution of this Agreement, PHI shall pay to Bank a fee for
         its commitment of 1/4 of 1% of $50,000,000.00.

H.       PREPAYMENT AND REDUCTION. Any advance may be prepaid in any amount at
         any time, and PHI may incrementally reduce or cancel the Revolving Line
         of Credit at any time without penalty upon giving Bank one day's
         notice.

I.       CONDITIONS PRECEDENT TO LOAN. Bank shall have no obligation to advance
         funds under this Agreement until and unless the following conditions
         have been satisfied:

         (1)      Bank shall have received this agreement and all collateral
                  documents contemplated by this Agreement in form and substance
                  satisfactory to Bank, including a certificate from the Chief
                  Financial Officer containing a description of assets owned by
                  each of the Subsidiary Guarantors, and certifying that each of
                  the Subsidiary Guarantors is free of liabilities except as
                  disclosed in the Certificate;

         (2)      Bank shall have received satisfactory opinions of counsel
                  relating, among other things, to due authorization and
                  enforceability of this Agreement, the Loans and all
                  collateral;

         (3)      All representations and warranties made by PHI to Bank shall
                  be true and correct as of the date of the Loans' funding;

         (4)      Except as otherwise provided herein, PHI's business must be in
                  a condition satisfactory to Bank, the management and ownership
                  of PHI must not have changed and no material adverse change
                  (from that reflected in the last financial statements
                  delivered to, and accepted by, Bank prior to execution of this
                  Agreement) has occurred in the financial condition of PHI; and

         (5)      There exists no Default (or event which with notice or lapse
                  of time or both could constitute a Default) under this
                  Agreement or any other agreement between PHI and Bank.

J.       DEFAULT. The occurrence of any one or more of the following events
         shall constitute a default (a "DEFAULT") under this Agreement:


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         (1)      A default under a note evidencing a Loan;

         (2)      The failure of PHI to observe or perform promptly when due any
                  covenant, agreement or obligation due to Bank under this
                  Agreement or otherwise;

         (3)      The inaccuracy at any time, in any material respect, of any
                  warranty, representation or statement made to Bank by PHI
                  under this Agreement or otherwise;

         (4)      the filing by or against PHI of a proceeding for bankruptcy,
                  reorganization, arrangement, or any other relief afforded
                  debtors or affecting the rights of creditors generally under
                  the law of any state or country or under the United States
                  Bankruptcy Code;

         (5)      should any default occur in any other material credit
                  agreement or evidence of indebtedness, including, without
                  limitation, the Indenture Notes and Documents;

Upon the occurrence of a Default, except for payment of principal at maturity,
and such Default continues for a period of fifteen (15) days, after Bank has
mailed written notice of such Default to PHI specifying the nature of the
Default and the steps necessary to cure the Default (but with no notice or delay
required in the event of a Default under paragraphs (1) and (5) of Section (J),
Bank, at its option, may declare all of the Loans and all other obligations of
PHI to Bank to be immediately due and payable without further notice.

K.       CONSENT TO PARTICIPATION. Bank may sell all or a portion of its
         interest in the Loans and the security therefor. Bank shall give PHI
         notice of any sale of all or a portion of its interests in the Loans,
         upon which PHI shall perform all of its obligations hereunder in favor
         of each participant or assignee as though such participant or assignee
         were a party or parties to this Agreement.

L.       MISCELLANEOUS PROVISIONS. PHI agrees to pay all of the costs, expenses
         and fees incurred in connection with the Loans, including attorneys
         fees, appraisal fees, and environmental assessment fees. This Agreement
         is not assignable by PHI and no party other than PHI is entitled to
         rely on this Agreement. In no event shall PHI or Bank be liable to the
         other for indirect, special or consequential damages, including the
         loss of anticipated profits that may arise out of or are in any way
         connected with the issuance of this Agreement. This Agreement, all
         promissory notes evidencing Loans under this Agreement and all
         documents creating security interests shall be governed by Louisiana
         law.

PETROLEUM HELICOPTERS, INC.             WHITNEY NATIONAL BANK

BY:                                     BY:
   -----------------------------           --------------------------------
NAME:    MICHAEL J. MCCANN              NAME:    HARRY C. STAHEL
TITLE:   CHIEF FINANCIAL OFFICER        TITLE:   SENIOR VICE PRESIDENT


SUBSIDIARY GUARANTORS:

ACADIAN COMPOSITES, LLC                 EVANGELINE AIRMOTIVE, INC.

BY:                                     BY:
   -----------------------------           --------------------------------
NAME:    MICHAEL J. MCCANN              NAME:    MICHAEL J. MCCANN
TITLE:   CHIEF FINANCIAL OFFICER        TITLE:   CHIEF FINANCIAL OFFICER


AIR EVAC SERVICES, INC.                 INTERNATIONAL HELICOPTER TRANSPORT, INC.

BY:                                     BY:
   -----------------------------           --------------------------------
NAME:    MICHAEL J. MCCANN              NAME:    MICHAEL J. MCCANN
TITLE:   CHIEF FINANCIAL OFFICER        TITLE:   CHIEF FINANCIAL OFFICER


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