exv4w4






Exhibit 4.4




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




     This Third Amendment to Amended and Restated Loan Agreement dated and effective as of
September 26, 2011 (“Third Amendment”) is by and among PHI, Inc., formerly named Petroleum
Helicopters, Inc. (“PHI”), PHI Air Medical, L.L.C., successor to 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
Bank (“Bank”).



     WHEREAS, 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 and by Second
Amendment to Amended and Restated Loan Agreement Dated as of September 1, 2010 (as amended, the
“Loan Agreement”);



     WHEREAS, the parties to the Loan Agreement desire to extend the maturity of the Revolving Line
of Credit to September 1, 2013;



     NOW THEREFOR, 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. 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, 2013, 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.”


2. In addition, on or about July 5, 2011, Subsidiary Guarantor, Air Evac Services, Inc.
changed its name to PHI Air Medical, Inc. and thereafter converted to a limited liability
company named “PHI Air Medical, L.L.C.” PHI, Subsidiary Guarantors and Bank hereby add PHI Air
Medical, L.L.C. as a Subsidiary Guarantor to the Loan Agreement as the successor to Air Evac
Services, Inc.



3. PHI Air Medical, L.L.C. hereby joins as a Subsidiary Guarantor to the Loan Agreement and
further agrees to be bound as a Subsidiary Guarantor by all the terms and conditions thereof.



4. 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 Third Amendment is dated as of September 26, 2011.



	 	 	 	 	 	 	 

	 
	PHI, INC., formerly named Petroleum Helicopters, Inc.	 	WHITNEY BANK
	 
	By: 	 /s/ Michael J. McCann	 	By: 	 /s/ H. Elder Gwin
	 	Name: 	 Michael J. McCann	 	 	Name: 	  H. Elder Gwin
	 	Title:	 Chief Financial Officer	 	 	Title:	     Vice President
	 
	PHI Air Medical, L.L.C., successor to AIR EVAC	 	PHI TECH SERVICES, INC., formerly named
	SERVICES, INC.	 	Evangeline Airmotive, Inc.
	 
	By: 	 /s/ Michael J. McCann	 	By: 	 /s/ Michael J. McCann
	 	Name: 	 Michael J. McCann	 	 	Name: 	 Michael J. McCann
	 	Title:	 Manager	 	 	Title:	   Chief Financial Officer
	 
	INTERNATIONAL HELICOPTER TRANSPORT, INC.	 	 	 	 
	 
	By: 	 /s/ Michael J. McCann	 	 	 	 
	 	Name: 	 Michael J. McCann	 	 	 	 
	 	Title:	 Chief Financial Officer