<PAGE>   1
                         FIRST AMENDMENT TO AMENDED AND
                            RESTATED LOAN AGREEMENT

     This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"AMENDMENT") is being entered into as of the 31st day of December, 1997, by and
among PETROLEUM HELICOPTERS, INC., a Louisiana corporation (the "COMPANY"),
NATIONSBANK OF TEXAS, N.A., a national banking association ("NATIONSBANK"),
WHITNEY NATIONAL BANK, a national banking association ("WHITNEY"), FIRST
NATIONAL BANK OF COMMERCE, a national banking association ("FNBC", and together
with NationsBank and Whitney, being hereinafter referred to collectively as the
"Banks", and NationsBank as agent for the Banks (in such capacity, the "AGENT").

                             PRELIMINARY STATEMENTS

     (1)  The Company, the Banks and the Agent have entered into that certain
Loan Agreement, originally dated as of January 31, 1986, as amended and
restated in its entirety as of March 31, 1997 (such Loan Agreement, as so
amended and restated and as the same may be further amended from time to time,
being hereinafter referred to as the "LOAN AGREEMENT"). Terms used herein,
unless otherwise defined herein, shall have the meanings set forth in the Loan
Agreement.

     (2)  The Company, the Banks and the Agent now wish to amend the Loan
Agreement to provide, among other things, (a) for an extension of the
Conversion Date and the Termination Date with respect to Revolving Credit Loans
under the Loan Agreement, (b) for a change in the principal payment dates with
respect to Term Loans under the Loan Agreement, and (c) for various
modifications necessitated by the transactions contemplated by the Loan
Agreement, dated as of the date hereof, by and among the Banks, the Agent and
Air Evac Services, Inc., a Subsidiary of the Company.

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, the Banks and the Agent hereby agree as follows:

     1.   Section 1.01 of the Loan Agreement is amended by adding the following
definitions after the definition of "AIRCRAFT REGISTRY":

          "AIR EVAC" shall mean Air Evac Services, Inc. a Louisiana corporation,
     which is a Subsidiary of the Company.

          "AIR EVAC LOAN AGREEMENT" shall mean that certain Loan Agreement,
     dated as of December 31, 1997, among Air Evac, the

<PAGE>   2
     Banks and NationsBank, as agent for the Banks, as the same may from time
     to time be amended in accordance with the provisions thereof.

     2.   Clause(b) of the definition of "BORROWING BASE" contained in Section
1.01 of the Loan Agreement is hereby amended to read as follows:

          "(b) the sum of (i) the aggregate principal amount of the Term Loans,
     and (ii) the Overadvance Amount (as defined in the Air Evac Loan
     Agreement)."

     3.   The definition of "CONVERSION DATE" in Section 1.01 of the Loan
Agreement is hereby amended in its entirety to read as follows:

          "CONVERSION DATE" shall mean October 31, 1999.

     4.   The definitions of "DEFAULT" and of "EVENT OF DEFAULT" in Section 1.01
of the Loan Agreement is hereby amended to refer to Subsections 10.01(a) through
10.01(n).

     5.   The definition of "SWAP AGREEMENT" in Section 1.01 of the Loan
Agreement is hereby amended in its entirety as follows in order to clarify and
confirm the intention of the parties to the Loan Agreement from the inception
thereof:

          "SWAP AGREEMENT" shall mean any interest rate protection agreement,
     interest rate futures contract, interest rate option, interest rate cap or
     other interest rate hedge agreement, on terms and conditions satisfactory
     to the Majority Banks at the inception of such interest rate protection
     agreement, interest rate futures contract, interest rate option, interest
     rate cap or other interest rate hedge arrangement, to which the Company is
     a party or a beneficiary, together with all schedules and confirmations
     from time to time entered into and executed thereunder (as to which no
     consent or other action by the Majority Banks is required), as the same may
     be further amended, modified, restated or supplemented (including, without
     limitation, amendments, modifications, restatements or supplements which
     have the effect of increasing the notional amount, liabilities or
     obligations thereunder).

     6.   The definition of "TERMINATION DATE" in Section 1.01 of the Loan
Agreement is hereby amended in its entirety to read as follows:




                                      -2-



<PAGE>   3
          "TERMINATION DATE", in the case of the Term Loans, shall have
     the meaning given such term in Subsection 2.01(b) and, in the case of the
     Revolving Credit Loans, shall mean October 31, 2004.

     7.   Section 2.01(b) of the Loan Agreement is hereby amended in its
entirety to read as follows:

          The aggregate principal amount of the Term Loans shall be payable in
     quarterly installments each in an amount equal to (i) for all quarterly
     installments prior to November 10, 2003 (the "TERMINATION DATE"),
     $1,000,000 and (ii) for the quarterly installment due on the Termination
     Date, $14,000,000, which quarterly installments shall be payable on April
     30, 1997, July 31, 1997, October 31, 1997 and on the tenth day of each
     February, May, August and November of each year commencing February 10,
     1998 and ending on the first such date on which the aggregate unpaid
     principal amount of the Term Loans shall be paid in full by reason of
     quarterly installments paid as aforesaid and any prepayments made pursuant
     to ARTICLE 3 or otherwise (but in any event no later than the Termination
     Date).

     8.   Subsection 2.02(b) of the Loan Agreement is amended by deleting
"January 31, 1999" and replacing it with "January 31, 2000".

     9.   Section 5.06 of the Loan Agreement is hereby amended by deleting the
final sentence thereof.

     10.  Section 5.11 of the Loan Agreement is hereby amended in its entirety
to read as follows:

          "5.11     Franchises, Permits, Etc.  The Company and each
     Subsidiary (other than Air Evac and each subsidiary of Air Evac) hold free
     from materially burdensome restrictions all municipal consents,
     franchises, permits, licenses, rights-of-way, easements, consents and
     other rights which, together with their respective corporate and charter
     powers, are sufficient for the proper and efficient operation as a whole
     of their respective businesses as presently conducted and as presently
     proposed to be conducted. Air Evac and each subsidiary of Air Evac hold
     free from materially burdensome restrictions all material municipal
     consents, franchises, permits, licenses, rights-of-way, easements,
     consents and other rights which, together with their respective corporate
     and charter powers and the rights of Air Evac under the Services
     Agreement, effective as

                                       -3-
<PAGE>   4
     of January 1, 1998, between Air Evac and Samaritan Health System, an
     Arizona nonprofit corporation, are sufficient for the proper and efficient
     operation as a whole of their respective businesses as presently conducted
     and as presently proposed to be conducted."

     11.  Section 8.03 of the Loan Agreement is hereby amended by deleting the
figure "$25,000,000" from subclause (b)(ii) thereof and replacing it with the
figure "$27,000,000".

     12.  Section 8.05 of the Loan Agreement is amended by deleting the word
"and" at the end of clause (g) thereof, by deleting the period at the end of
clause (h) thereof and replacing it with a semi-colon and the word "and" and by
inserting thereafter the following:

          "(i) the Security Interest, as defined in the Air Evac Loan
               Agreement; and

          (j)  Liens in favor of Samaritan Health System, an Arizona nonprofit
               corporation, in respect of certain radio equipment and resulting
               from the sale and lease-back thereof by Air Evac."

     13.  Section 8.06 of the Loan Agreement is hereby amended in its entirety
to read as follows:

          "8.06 Limitations on Indebtedness for Money Borrowed. Create, assume,
     incur, guarantee or in any manner become liable, or permit any Subsidiary
     to create, assume, incur, guarantee or in any manner become liable,
     contingently or otherwise, in respect of any Indebtedness for Money
     Borrowed, except for (a) the Notes, (b) Indebtedness for Money Borrowed
     existing on March 31, 1997 and listed on SCHEDULE III, provided that as
     long as this Agreement shall remain in effect, such Indebtedness for Money
     Borrowed shall not increase in amount or in the actual or implicit interest
     rate payable thereon and shall not have the maturity of any principal
     payment due thereunder shortened, (c) to the extent not described in
     SCHEDULE III, Permitted Letters of Credit, (d) the Guaranty Agreement,
     dated as of December 31, 1997, executed by the Company to secure the
     Indebtedness of Air Evac under the Air Evac Loan Agreement and (e) the
     Indebtedness of Air Evac under the Air Evac Loan Agreement."

     14.  Section 8.09 of the Loan Agreement is hereby amended by deleting the
word "and" at the end of clause (a) thereof, by deleting the period at the end
of clause (b) thereof and inserting a comma and the word "and" and by inserting
thereafter the following:

                                      -4-
<PAGE>   5
          "(c) Air Evac may issue to Samaritan Health System, an Arizona
          non-profit corporation, the series of preferred stock described in
          the Articles of Incorporation of Air Evac as such Articles of
          Incorporation are in effect on December 31, 1997."

     15.  Section 10.01 of the Loan Agreement is hereby amended by deleting the
period at the end of clause (m) thereof, replacing such period by a semicolon
and the word "or" and by inserting the following as a new clause "(n)":

          "(n) an Event of Default (as defined in the Air Evac Loan Agreement)
     occurs and is continuing under the Air Evac Loan Agreement."

     16.  Section 12.08 of the Loan Agreement is hereby amended by deleting
from the first sentence the phrase "the 'indicated rate ceiling' described in
Section (a)(i) of Article 1.04 of Chapter 1, Subtitle 1, Title 79, of the
Revised Civil Statutes of Texas, 1925, as amended" and by inserting in its
place "the 'weekly ceiling' described in Section 303.301 of the Texas Finance
Code, as amended".

     17.  Section 12.13 of the Loan Agreement is hereby amended by deleting the
phrase "Chapter 15, Subtitle 3, Title 79, of the Revised Civil Statutes of
Texas, 1925, as amended" and by replacing such phrase with "Chapter 346 of the
Texas Finance Code, as amended".

     18.  EXHIBIT A-1 to the Loan Agreement is hereby deleted and replaced by
EXHIBIT A-1 attached hereto.

     19.  EXHIBIT C to the Loan Agreement is hereby deleted and replaced by
EXHIBIT C attached hereto.

     20.  Each reference in the Loan Agreement to "THIS AGREEMENT",
"HEREUNDER", "HEREIN" or words of like import shall mean and be a reference to
the Loan Agreement as amended hereby. Unless otherwise indicated, terms used in
this Amendment have the same meanings herein as in the Loan Agreement.

     21.  The Loan Agreement, as hereby amended, is in all respects ratified
and confirmed, and all of the rights and powers created thereby or thereunder
shall be and remain in full force and effect.

     22.  The Company hereby represents that (a) after giving effect to the
amendments contemplated herein, the representations and warranties contained in
the Loan Agreement, the Notes, the Security Documents, and any other documents
or instruments executed in connection with the Loan Agreement (collectively,
the "LOAN DOCUMENTS") are true and correct on and as of the date hereof as
though made on and as of such date, (b) upon execution of this Amendment, the
Company

                                      -5-
<PAGE>   6
will not be in default in the due performance of any covenant on its part in
the Loan Documents, and (c) no Default or Event of Default has occurred and is
continuing or is imminent.

     23.  The Company acknowledges, confirms, and warrants that the Security
Documents and any other security instruments executed at any time in
connection with the Loan Agreement continue to secure, inter alia, the payment
of all Indebtedness at any time created pursuant to the Loan Agreement, as
hereby amended, and all obligations of the Company in respect of Swap
Agreements.

     24.  The effectiveness of this Amendment is subject to (i) the Company's
delivery to the Agent, for the account of the Banks, of the following items on
or before the date hereof:

          (a)  an Officers' Certificate of the Company with directors'
               resolutions attached;

          (b)  a counterpart of this Amendment executed by the Company; and

          (c)  a Term Loan Note for each Bank; and

(ii) the delivery to the Agent of counterparts of this Amendment executed by
each of the Banks.

     25.  The Company agrees to do, execute, acknowledge, and deliver, all and
every such further acts and instruments as the Agent may request for the better
assuring and confirming unto the Agent and the Banks all and singular the
rights granted or intended to be granted hereby or hereunder.

     26.  The Company agrees to pay on demand all reasonable costs and expenses
of the Banks in connection with the preparation, reproduction, execution, and
delivery of this Amendment and the other instruments and documents to be
delivered hereunder (including the reasonable fees and out-of-pocket expenses
of counsel for the Agent, and with respect to advising the Agent as to its
rights and responsibilities under the Loan Agreement, as hereby amended). In
addition, the Company shall pay any and all stamp and other taxes and fees
payable or determined to be payable in connection with the execution and
delivery, filing, or recording of this Amendment and the other instruments and
documents to be delivered hereunder, and agrees to save each Bank harmless from
and against any and all liabilities with respect to and resulting from any
delay in paying or omission to pay such taxes or fees.

     27.  This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.

                                      -6-
<PAGE>   7
     28.  This Amendment shall be governed by and construed in accordance with
the laws of the State of Texas and shall be binding upon the Company, the
Agent, and the Banks and their respective successors and assigns.


                                      -7-
<PAGE>   8
     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Amended and Restated Loan Agreement to be executed by their respective officers
thereunto duly authorized as of the date first above written.

                                   PETROLEUM HELICOPTERS, INC.


                                   By:             /s/ JOHN UNTEREKER
                                      ----------------------------------------
                                   Name:            John Untereker
                                        --------------------------------------
                                   Title:                 VP
                                         -------------------------------------



                                   NATIONSBANK OF TEXAS, N.A.,
                                        individually and as Agent


                                   By:            /s/ THOMAS BLAKE
                                      ----------------------------------------
                                   Name:             Thomas Blake
                                        --------------------------------------
                                   Title:        Senior Vice President
                                         -------------------------------------



                                   WHITNEY NATIONAL BANK


                                   By:          /s/ HARRY C. STAHEL
                                      ----------------------------------------
                                   Name:           Harry C. Stahel
                                        --------------------------------------
                                   Title:        Senior Vice President
                                         -------------------------------------



                                   FIRST NATIONAL BANK OF COMMERCE



                                   By:       /s/ J. CHARLES FREED, JR.
                                      ----------------------------------------
                                   Name:        J. Charles Freed, Jr.
                                        --------------------------------------
                                   Title:        Senior Vice President
                                         -------------------------------------
<PAGE>   9
                                  EXHIBIT A-1


                          PETROLEUM HELICOPTERS, INC.

                                   Term Note

$_________________                                                March 31, 1997


     FOR VALUE RECEIVED, the undersigned, Petroleum Helicopters, Inc., a
Louisiana corporation (successor by merger to Petroleum Helicopters, Inc., a
Delaware corporation) (herein called the "Company"), hereby promises to pay to
the order of ________________________________________________________________
_______________ (herein called the "Bank") in lawful money of the United States
of America on or before the Termination Date unless the maturity is earlier
accelerated, the principal sum of ________________________________________
________________ and ___/100 Dollars ($________). The principal of this note
shall be due and payable in quarterly installments each in an amount equal to
(i) for all quarterly installments prior to the Termination Date, [$________]
and (ii) for the quarterly installment due on the Termination Date, [$______],
which quarterly payments shall be payable April 30, 1997, July 31, 1997, October
31, 1997 and on the tenth day of each February, May, August and November of each
year commencing February 10, 1998 and ending on the first such date on which the
aggregate unpaid principal amount of this note shall be paid in full by reason
of quarterly payments as aforesaid and any prepayments made pursuant to the
Amended and Restated Loan Agreement (as defined below) or otherwise (but in any
event no later than the Termination Date). The Company also agrees to pay
interest on the unpaid principal balance of this note from the date hereof until
maturity, whether by acceleration or otherwise, payable on each Interest Payment
Date during such period and at maturity, at the rate or rates per annum provided
for in that certain Amended and Restated Loan Agreement dated as of March 31,
1997 (as the same heretofore has been amended and as the same hereafter from
time to time may be supplemented, amended, restated, extended or otherwise
modified, the "Amended and Restated Loan Agreement") among the Company, the
Bank, the other Banks and NationsBank of Texas, N.A., as Agent thereunder.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to them in the Amended and Restated Loan Agreement.

     If any payment or prepayment of principal or interest on this note shall
become due on a day that is not a Business Day, such payment or prepayment shall
be made on the next succeeding Business Day, and such extension of time shall in
such case be included in computing interest in connection with such payment or
prepayment provided, however, if such extension would cause payment of interest
on or principal of LIBOR Loans to be made in the next following calendar month,
such payment shall be made on the next preceding Business Day.

     All past due principal and interest on this note shall bear interest at a
rate equal to the lesser of (i) the Prime Rate plus 3% per annum or (ii) the
Highest Lawful Rate.




                                      A-1
<PAGE>   10
     Payments of both principal and interest are to be made in immediately
available funds at the Office of the Agent or such other place as the Agent
shall designate in writing to the Company.

     This note is one of the Notes provided for in, and is entitled to the
benefits of, the Amended and Restated Loan Agreement which Amended and Restated
Loan Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events, for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified and to the effect that no provision of the Amended
and Restated Loan Agreement, the Security Documents or this note shall be
construed to require or permit the payment or collection of interest at a rate
that exceeds the Highest Lawful Rate. This note is secured by and entitled to
the benefits of the Security Documents.

     Furthermore, this note does not effect a novation but is given, to the
fullest extent applicable, in modification, renewal, extension, rearrangement
and replacement of [$_______________] of the aggregate principal amount of that
certain Revolving Credit and Term Note dated August 13, 1996, in the principal
face amount of $________, executed by the Company, payable to the order of the
Bank (the "1996 Note"), which 1996 Note modified, renewed, extended, rearranged
and replaced certain indebtedness evidenced by both (i) that certain Capital
Loan Note dated as of October 31, 1995, in the principal face amount of
$_________, executed by the Company, payable to the order of the Bank (the "1995
Capital Loan Note"), which 1995 Capital Loan Note modified, renewed, extended,
rearranged and replaced certain indebtedness evidenced by that certain Capital
Loan Note of the Company dated as of October 31, 1994 (the "1994 Capital Loan
Note"), which 1994 Capital Loan Note modified, renewed, extended, rearranged and
replaced certain indebtedness evidenced by that certain Capital Loan Note of the
Company dated as of July 9, 1993 (the "1993 Capital Loan Note"), which 1993
Capital Loan Note modified, renewed, extended, rearranged and replaced certain
indebtedness evidenced by that certain Term Note of the Company dated October
29, 1991 (the "1991 Term Note"), which 1991 Term Note modified, renewed,
extended, rearranged and replaced certain indebtedness evidenced by certain Term
Notes of the Company dated as of December 28, 1990 (the "1990 Term Notes"),
which 1990 Term Notes modified, renewed, extended, rearranged and replaced
certain indebtedness originally evidenced by certain Term Notes of the Company
dated as of April 22, 1986 (the "1986 Term Notes"), and (ii) that certain
Revolving Credit Note dated as of October 31, 1995 in the principal face amount
of $__________, executed by the Company, payable to the order of the Bank (the
"October 1995 Note"), which October 1995 Note modified, renewed, extended,
rearranged and replaced certain indebtedness evidenced by that certain
Revolving Credit Note dated as of October 31, 1994 (the "October 1994 Note"),
which October 1994 Note modified, renewed, extended, rearranged and replaced
certain indebtedness evidenced by that certain Revolving Credit Note dated as
of October 31, 1993 (the "October 1993 Note"), which October 1993 Note
modified, renewed, extended, rearranged and replaced certain indebtedness
evidenced by that certain Revolving Credit Note dated as of July 9, 1993 (the
"July 1993 Note"), which July 1993 Note modified, renewed, extended, rearranged
and replaced certain indebtedness originally evidenced by certain Revolving
Credit Notes of the Company dated as of


                                      A-2
<PAGE>   11
April 22, 1986 (the "1986 Notes"), and delivered pursuant to that certain Loan
Agreement originally dated as of January 31, 1986, as amended and restated in
its entirety as of August 1, 1988, amended and restated in its entirety as of
December 28, 1990, amended and restated in its entirety as of July 9, 1993,
amended and restated in its entirety as of August 13, 1996 and amended as of
January 1, 1997, of which said Loan Agreement the Amended and Restated Loan
Agreement is an amendment and restatement in its entirety. All liens and
security interests securing payment of the 1996 Note (including, without
limitation, those securing payment of the 1995 Capital Loan Note, the 1994
Capital Loan Note, the 1993 Capital Loan Note, the 1991 Term Note, the 1990
Term Notes, the 1986 Term Notes, the October 1995 Note, the October 1994 Note,
the October 1993 Note, the July 1993 Note, and the 1986 Notes) are hereby
collectively renewed, extended, rearranged, ratified and brought forward as
security for the payment and performance of this note. The Company hereby
agrees that this modification, renewal, extension, rearrangement, and
replacement shall in no manner affect, release, cancel, terminate, extinguish
or otherwise impair the liens and security interests securing payment of the
1996 Note and that said liens and security interests shall not in any manner be
waived.

     The Company and any and all endorsers, guarantors and sureties severally
waive grace, demand, presentment for payment, notice of dishonor or default,
protest, notice of intent to accelerate, notice of acceleration and notice of
protest and diligence in collecting and bringing of suit against any party
hereto, and agree to all renewals, extensions or partial payments hereon, in
whole or in part, with or without notice, before or after maturity.

     THIS NOTE SHALL BE INTERPRETED AND GOVERNED BY, AND THE RIGHTS,
OBLIGATIONS AND LIABILITIES OF THE PARTIES HERETO SHALL BE DETERMINED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAW.

                                        PETROLEUM HELICOPTERS, INC.


                                        By:
                                            -------------------------------
                                        Name:
                                              -----------------------------
                                        Title:
                                               ----------------------------

                                      A-3
<PAGE>   12
                                   EXHIBIT C

                           BORROWING BASE CERTIFICATE


The undersigned [CARROLL W. SUGGS OR JOHN H. UNTEREKER] the [CHAIRMAN OF THE
BOARD OR THE TREASURER, RESPECTIVELY] of Petroleum Helicopters, Inc., a
Louisiana corporation (the "Company"), on my behalf and on behalf of the
Company, hereby certifies as to the matters set forth in the numbered
paragraphs below. The capitalized terms used and not defined herein are used
with the same meaning assigned thereto in that certain Amended and Restated
Loan Agreement among the Company and NationsBank of Texas, N.A., individually
and as agent, Whitney National Bank, and First National Bank of Commerce dated
as of March 31, 1997, as amended (the "Amended and Restated Loan Agreement").

1.   As of the date hereof, the Borrowing Base is [$______], which consists of
     (a)(i) 80% of Eligible Receivables ($______]), as more fully set forth on
     Annex 1 attached hereto and made a part hereof, (ii) 50% of the Appraised
     Value of the Aircraft ([$______]), as more fully set forth on Annex 2
     attached hereto and made a part hereof, (iii) the Value of Pledged
     Securities ([$______]), as more fully set forth on Annex 3 attached hereto
     and made a part hereof, and (iv) 50% of the value of Eligible Parts
     (valued at the lower of cost or market) as more fully set forth on Annex 4
     attached hereto and made a part hereof, in which each of the Creditors has
     a valid, equal and ratable first priority Security Interest, pursuant to
     the Security Documents, minus (b) the aggregate principal amount of the
     Term Loans, at the time of determination ([$______]), minus (c) the
     Overadvance Amount, if any, as set forth in the most recently delivered
     Borrowing Base Certificate of Air Evac Services, Inc.

2.   [AFTER GIVING EFFECT TO THE BORROWING CONTEMPLATED IN THE NOTICE OF
     BORROWING DATED [_______________], THE](1) The aggregate principal amount
     of the Revolving Credit Loans and the aggregate amount of Permitted Letter
     of Credit Amounts does not [WILL NOT](1) exceed the lesser of (i)
     $40,000,000 and (ii) the Borrowing Base.

          IN TESTIMONY WHEREOF, I hereunto set over my hand and affix the
corporate seal of the Company on this _____ day of __________, ____.




                                        ---------------------------------------
                                        [CARROLL W. SUGGS OR JOHN H. UNTEREKER]
                                        [CHAIRMAN OF THE BOARD OR TREASURER,
                                        RESPECTIVELY]




-------------------------
(1)  The bracketed language is to be used in the Borrowing Base Certificate to
     be delivered pursuant to Section 6.02(b) in connection with each Borrowing
     under the Loan Agreement.