“**A. THE LOAN OR LOANS**. Provided PHI performs all obligations in favor of Bankcontained in this Agreement and in any other agreement, whether now existing orhereafter arising:Bank shall make available to PHI a secured revolving line of credit (the “Revolving Line ofCredit”) in the principal amount of SEVENTY-FIVE MILLION ($75,000,000) DOLLARS, that may bedrawn upon by PHI on any business day of Bank during the period hereof until and includingSeptember 1, 2012, on at least one day’s telephonic notice to Bank. The Revolving Line ofCredit shall be evidenced by a commercial note, payable to Bank (the “Note”) and shallcontain additional terms and conditions and be identified with this Agreement.A sublimit of TWENTY MILLION ($20,000,000) DOLLARS is hereby established for the issuanceof letters of credit with a maturity not exceeding that of the Note, which may be issuedby Bank or any bank participating in the Revolving Line of Credit upon application byPHI.”          (b) Amendment to Section C(3) of the Loan Agreement: Offering Memorandum, Notes andIndenture. Section C(3) of the Loan Agreement is hereby deleted and replaced in its entirety withthe following:“(i) PHI further represents, warrants and covenants to the Bank that the terms andconditions of, this Agreement do not violate the offering memorandum (the “**2006Offering Memorandum**”) dated April I2, 2006, respecting the 2006 Notes issued under the2006 Indenture, among PHI, the Guarantors (as defined in the 2006 OfferingMemorandum), 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 andcollectively, the “**2006 Indenture Notes and Documents**”); and(ii) PHI further represents, warrants and covenants to the Bank that the terms andconditions of, this Agreement will not violate the offering memorandum (the “**2010Offering Memorandum**”) respecting the senior notes in the aggregate principal amount ofup 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 OfferingMemorandum), 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 andcollectively, the “**2010 Indenture Notes and Documents**” and together with the 2006Indenture Notes and Documents, the “**Indenture Notes and Documents**”).”          (c) Amendment to Section C(4) of the Loan Agreement: Litigation. Section C(4) of the LoanAgreement 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 inPHI’s Forms 10-K and Form 10-Q, no litigation or governmental proceedings are pendingor threatened against PHI or any of its subsidiaries, the results of which mightmaterially affect PHI or such subsidiaries’ financial condition or operations. Otherthan any liability incident to such litigation or proceedings or provided for ordisclosed in the financial statements submitted to Bank, PHI does not have anymaterial contingent liabilities. No subsidiaries have any material contingentliability other than those imposed by the security documents granted by PHI in favorof 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 atany time, permit its consolidated net worth, to be less than FOUR HUNDRED FIFTYMILLION ($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 torefinance during calendar year 2010 its existing $200,000,000 principal amount 2006Indenture Notes and Documents with an unsecured indenture not exceeding $300,000,000principal amount with a single principal maturity extending beyond 2013 for theprimary purpose of retiring its existing 2006 Notes due 2013, repaying amounts dueunder the Loan Agreement (which may then become available for reborrowing), purchasingaircraft, including purchasing leased aircraft pursuant to purchase options in thelease, and other general corporate purposes. The Bank further consents to the (i) theTender 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 subsidiariespursuant to the New Indenture, and (vi) the offering and issuance of the ExchangeNotes pursuant to the Exchange Offer.”**3. Miscellaneous.**          (a) This Amendment will be governed by and construed in accordance with the laws of the Stateof Louisiana.          (b) In connection with the foregoing, the Loan Agreement is hereby amended, but in all otherrespects, all of the terms and conditions of the Loan Agreement remain unaffected and in fullforce and effect as originally written.**[Signatures on Next Page]**
 

 
     **IN WITNESS WHEREOF**, this Second Amendment is entered into as of September 13, 2010 buteffective 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., formerlynamed 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 HELICOPTERTRANSPORT, INC.**                         By: /s/ Michael J. McCann                         Name: Michael J. McCann            Title: Chief Financial Officer