-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lfgR5c0AUz9Rp/ceuPKVgO4+iKQL0tXx9RcVpO7hsMjfnuVgYdVxXyz7KEfPQMeB BX4u2YrRWhqsX/gL4Hucww== 0000350403-95-000006.txt : 19950613 0000350403-95-000006.hdr.sgml : 19950613 ACCESSION NUMBER: 0000350403-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19950131 FILED AS OF DATE: 19950308 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETROLEUM HELICOPTERS INC CENTRAL INDEX KEY: 0000350403 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720395707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09827 FILM NUMBER: 95519118 BUSINESS ADDRESS: STREET 1: 113 BORMAN DRIVE STREET 2: P O BOX 23502 CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 5047336790 MAIL ADDRESS: STREET 1: 113 BORMAN DRIVE CITY: LAFAYETTE STATE: LA ZIP: 70508 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ Commission file number 0-9827 PETROLEUM HELICOPTERS, INC. (Exact name of registrant as specified in its charter) Louisiana 72-0395707 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5728 JEFFERSON HIGHWAY P. O. BOX 23502 NEW ORLEANS, LOUISIANA 70183 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (504) 733-6790 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date. Class Outstanding at February 28, 1995 Voting Common Stock 2,864,760 Non-Voting Common Stock 2,200,000 PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS In thousands January 31, April 30, (Current period unaudited) 1995 1994 (1) _____________ _____________ ASSETS Current assets: Cash and cash equivalents $ 1,462 $ 5,570 Accounts receivable - net of allowance 30,578 27,641 Inventory 26,261 24,850 Prepaid expenses 770 1,446 Refundable income taxes - 196 _______ _______ Total current assets 59,071 59,703 Notes receivable - 290 Investments 1,154 597 Property and equipment: Cost 200,130 194,810 Less accumulated depreciation (113,067) (109,171) _______ _______ 87,063 85,639 _______ _______ Other assets 100 83 _______ _______ $ 147,388 $ 146,312 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 17,018 $ 15,740 Accrued vacation pay 4,741 4,687 Income taxes payable 1,090 - Current portion of long-term debt 6,742 8,704 _______ _______ Total current liabilities 29,591 29,131 Long-term debt 29,254 31,849 Deferred income taxes 10,023 10,023 Other long-term liabilities 4 - Stockholders' equity: Voting common stock 273 273 Non-voting common stock 183 183 Additional paid-in capital 11,027 11,027 Retained earnings 67,033 63,826 ______ ______ 78,516 75,309 _______ _______ $ 147,388 $ 146,312 ======= ======= (1)The balance sheet at April 30, 1994 is condensed from the audited financial statements at that date. See notes to condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS Three Months Nine Months In thousands, except per Ended January 31, Ended January 31, share amounts 1995 1994 1995 1994 (unaudited) REVENUES: Operating revenues $ 42,095 $ 42,384 $ 130,493 $137,660 Gain (loss) on equipment disposals (183) (152) 773 289 Equity in net earnings (losses) of investee (9) (1) 72 2 companies _______ _______ _______ _______ 41,903 42,231 131,338 137,951 _______ _______ _______ _______ EXPENSES: Direct expenses 36,964 38,756 115,481 125,476 Selling, general and administrative expenses 2,700 2,041 7,774 6,838 Interest expense 812 679 2,300 2,009 _______ _______ _______ _______ 40,476 41,476 125,555 134,323 _______ _______ _______ _______ Earnings before income taxes 1,427 755 5,783 3,628 Income taxes 617 343 2,357 1,492 _______ _______ _______ _______ Net earnings $ 810 $ 412 $ 3,426 $ 2,136 ======= ======= ======= ======= Net earnings per share $ .15 $ .08 $ .63 $ .39 ======= ======= ======= ======= Weighted average common shares outstanding 5,478 5,478 5,478 5,478 ======= ======= ======= ======= Dividends paid per common share $ .02 $ -0- $ .04 $ -0- ======= ======= ======= ======= See notes to condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS In thousands Nine Months Ended January 31, (unaudited) 1995 1994 ____ ____ OPERATING ACTIVITIES: Net earnings $ 3,426 $ 2,136 Depreciation 6,335 6,209 Amortization of deferred credit 16 -0- Gain on equipment disposals (773) (289) Equity in net earnings of investee companies (72) (2) Changes in operating assets and liabilities (1,261) 6,006 _______ _______ Net cash provided by operating activities 7,671 14,060 _______ _______ INVESTING ACTIVITIES: Purchases of property and equipment (16,357) (12,652) Proceeds from equipment disposals 9,354 927 _______ _______ Net cash used by investing activities (7,003) (11,725) _______ _______ FINANCING ACTIVITIES: Proceeds from long-term debt 9,250 30,280 Payments on long-term debt (13,807) (30,382) Dividends paid (219) - _______ _______ Net cash used by financing activities (4,776) (102) _______ _______ Increase (decrease) in cash and cash equivalents (4,108) 2,233 Cash and cash equivalents at beginning of period 5,570 2,309 _______ _______ Cash and cash equivalents at end of period $ 1,462 $ 4,542 ======= ======= See notes to condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED JANUARY 31, 1995 AND 1994 (UNAUDITED) A. These financial statements, except for the April 30, 1994 condensed consolidated balance sheet, have been prepared without audit in compliance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that this information is fairly presented. These condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended April 30, 1994 and its accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations. B. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal, recurring adjustments, necessary to fairly present the financial results for the interim periods presented. C. The Company's financial results, particularly as it relates to its domestic oil and gas operations, are influenced by seasonal fluctuations. During the Company's third fiscal quarter, there are fewer hours of daylight and typically more days of adverse weather conditions than during the Company's other fiscal quarters. Consequently, flight hours are generally lower during this quarter, producing a seasonal aspect to the Company's business. This typically results in reduced revenues from operations during those months. Therefore, the results of operations for interim periods are not necessarily indicative of the operating results that may be expected for the full fiscal year. D. Certain reclassifications have been made to the prior year's financial statements in order to conform with the classifications adopted for reporting in fiscal 1995. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a comparison of the third quarter and the first nine months of the fiscal year ending April 30, 1995 with the comparable periods of the prior fiscal year. The Company is engaged in providing helicopter transportation and related services. The predominant portion of its revenue is derived from transporting offshore oil and gas production and drilling workers on a worldwide basis. The Company also performs helicopter transportation services for a variety of hospital and medical programs and aircraft maintenance to outside parties. RESULTS OF OPERATIONS Third Quarter Fiscal 1995 to Fiscal 1994 Operating revenues decreased $0.3 million, or 1%, to $42.1 million in the third quarter of fiscal 1995 compared to $42.4 million in the prior year period. The overall decrease was primarily the result of a 1% decrease in flight hours from 48,581 to 47,974. Declines in oil and gas revenues were partially offset by increases in the Company's aeromedical, international, and third party maintenance markets. Domestic oil and gas revenues declined $1.5 million, or 5%, from $30.7 million in fiscal year 1994 to $29.2 million in the current period. The decrease was primarily related to the loss of one contract subsequent to the third quarter of fiscal 1994. Aeromedical revenues increased $0.6 million, or 11% to $6 million in fiscal 1995 from $5.4 million in the same period of fiscal 1994. Aeromedical flight hours increased 4% to 3,247 as compared to 3,130. The increase is due to the addition of 7 new programs and 11 additional dedicated aircraft during the past 21 months including 1 new contract, involving 2 helicopters, that commenced during the current quarter. International oil and gas revenues increased 12% to $3.7 million from $3.3 million. Flight hours in the Company's interna- tional markets decreased 4% from 4,853 to 4,678. The addition of two dry lease contracts involving three helicopters and a rate increase offset the decrease in flight hours. Other revenues, including maintenance, increased $0.2 million to $3.2 million from $3 million. The Company's operating margin improved to 12% for the current quarter from 9% in the prior year's quarter. Direct operating costs decreased by $1.8 million or 5% from $38.8 million to $37 million. The decrease was primarily a result of a worker's compensation "good experience" premium return in the amount of $1.2 million. In addition, spare parts and repairs and maintenance expense decreased by $0.2 million, or 2%. Selling, general, and administrative expenses increased $0.7 million to $2.7 million in the current quarter from $2.0 million in the prior year quarter. The increase is due to a bad debt provision of $0.4 million, an increase in various legal and consulting fees of $0.1 million, and an increase in depreciation of $0.1 million. Third quarter interest expense increased by $0.1 million to $0.8 million in fiscal year 1995. The increase was a result of higher interest rates which was partially offset by lower outstanding borrowings. First Nine Months Fiscal 1995 to First Nine Months Fiscal 1994 On a year-to-date basis, the Company's operating revenues declined 5%, or $7.2 million, from $137.7 million in the prior year period to $130.5 million. Overall flight hours decreased 5% to 152,867 from 161,545. Revenues derived from the domestic oil and gas market decreased 11% from $99 million to $88.4 million. Aeromedical, international helicopter services and technical services revenues increased a combined 6% from $36.3 million to $38.4 million and represented 29% of total revenues compared to 26% for the prior year period. Equipment disposals improved $0.5 million to $0.8 million in the current period. The increase is due to the sale of three additional aircraft during the current period. The Company's operating margin improved to 12% compared to 9% for the prior period. Direct operating costs decreased 8% from $125.5 million to $115.5 million. Direct operating costs decreased primarily by $3.1 million in repairs and maintenance and spare parts expense, salaries and benefits of $3 million, cost of sales of $1.6 million, helicopter rent of $1.4 million, fuel of $0.5 million, and helicopter insurance of $0.5 million. The decreases were a result of PHI's cost containment programs, a decrease in flight hours, and improved insurance and safety experience. Selling, general, and administrative expenses increased $1 million from $6.8 million to $7.8 million. The 15% nine month period to period increase is due to a bad debt provision of $0.4 million, depreciation of $0.3 million, and a $0.3 million increase in professional fees primarily relating to the Company's effort to acquire certain assets of Rocky Mountain Helicopter. The $0.3 million increase in year-to-date interest expense was a result of rising interest rates offset by a decrease in average debt outstanding. LIQUIDITY AND CAPITAL RESOURCES Working capital as of the quarter ended January 31, 1995 was $29.5 million compared to $30.6 million at April 30, 1994, the Company's fiscal year end. The Company had total long-term debt of approximately $36 million and helicopter lease commitments of approximately $69.3 million as of January 31, 1995. Stockholders' equity rose $3.2 million to $78.5 million at January 31, 1995. The increase was generated entirely from operating profits net of $0.2 million for dividends paid to shareholders during the nine months ended January 31,1995. Cash decreased $4.1 million during the nine month period. Net cash provided by operations was $7.7 million. Cash aggregating $7 million was used in investing activities, primarily for the purchase of aircraft, and $4.8 million was used to reduce long-term debt and the payment of dividends. Certain covenants contained in the Company's financing agreement prohibit the Company from incurring debt above the amount available, $14.8 million and $12.2 million at January 31, 1995, under its present revolving credit and term loan facilities, respectively. Other covenants included in the financing agreement restrict the amount of dividends, capital expenditures, and investments. On February 27, 1995, the Company purchased 413,308 shares of its voting common stock in a privately negotiated transaction from ONI International, Inc., a company majority owned and controlled by Carroll W. Suggs, the Chairman, Chief Executive Officer and majority shareholder of the Company, for an aggregate of $4,339,734 ($10.50 per share). Prior to this transaction, these shares represented approximately 12.6% and 7.5% of the outstanding shares of the Company's voting common stock and all common stock, respectively. Immediately following this transaction, the Company's outstanding capital stock consisted of 2,864,760 shares of voting common stock and 2,200,000 shares of non-voting common stock, and an aggregate of 1,334,112 shares of voting common stock were held as treasury stock. A portion of the funds for this transaction were provided from the Company's revolving credit facility. Following the transaction, the Company had available $11.2 million under this facility. The Company believes its cash flow from operations in conjunction with its credit capacity is sufficient to meet its planned requirements for the forthcoming fiscal year. RESULTS AT A GLANCE (Unaudited) The following table provides a summary of critical operating and financial statistics (thousands of dollars, except per share amounts, financial ratios, flight hours and general statistics): OPERATIONS Nine Months Ended January 31, 1995 1994 _____ _____ Operating revenues $ 130,493 $137,660 Expenses 125,555 134,323 Net earnings 3,426 2,136 Net earnings per share .63 .39 Annualized return on shareholders' equity 5.9% 3.9% Total flight hours 152,867 161,545 FINANCIAL SUMMARY January 31, 1995 April 30, 1994 _________________ ______________ Net working capital $ 29,480 $30,572 Net book value of property and equipment 87,063 85,639 Long-term debt 29,254 31,849 GENERAL STATISTICS January 31, 1995 April 30, 1994 ________________ ______________ Helicopters Operated 253 266 Employees 1,651 1,697 Part II - OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3.1 (i) Articles of Incorporation of the Company (incorporated by reference to Exhibit No. 3.1(i) to PHI's Report on Form 10-Q for the quarterly period ended October 31, 1994). (ii) By-laws of the Company (incorporated by reference to Exhibit No. 3.1(ii) to PHI's Report on Form 10-Q for the quarterly period ended October 31, 1994). 10.3 Amended and Restated Loan Agreement originally dated as of January 31, 1986 Amended and Restated in its entirety as of July 9, 1993 among Petroleum Helicopters, Inc., Whitney National Bank, First National Bank of Commerce, NationsBank of Texas, N.A. as agent (incorporated by reference to Exhibit No. 10.3 to PHI's Report on Form 10-K for the fiscal year ended April 30, 1993). 10.4 First Amendment to Amended and Restated Loan Agreement, dated as of October 31, 1993. 10.5 Second Amendment to Amended and Restated Loan Agreement, dated as of April 15, 1994. 10.6 Third Amendment to Amended and Restated Loan Agreement, dated as of July 31, 1994. 10.7 Fourth Amendment and Limited Waiver to Amended and Restated Loan Agreement, dated as of October 25, 1994. 10.8 Fifth Amendment to Amended and Restated Loan Agreement, dated as of October 31, 1994. 27 Financial Data Schedule. (b) Reports on Form 8-K - none SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Petroleum Helicopters, Inc. March 7, 1995 By: Carroll W. Suggs /s/ ____________________ Carroll W. Suggs Chairman of the Board, President and Chief Executive Officer March 7, 1995 By: John H. Untereker /s/ _____________________ John H. Untereker Vice President and Chief Financial Officer EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM CONDENSED FINANCIAL STATEMENTS FOR THE PERIOD ENDING JANUARY 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 9-MOS APR-30-1995 JAN-31-1995 1,462 0 30,578 0 26,261 59,071 200,130 113,067 147,388 29,591 0 456 0 0 78,060 147,388 130,493 131,338 115,481 123,255 0 0 2,300 5,783 2,357 3,426 0 0 0 3,426 .63 .63
EX-4 3 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 October, 1993, by and among PETROLEUM HELICOPTERS, INC., a Delaware 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 Amended and Restated Loan Agreement, originally made as of January 31, 1986, as amended and restated in its entirety as of July 9, 1993 (such Loan Agreement, as amended and restated as aforesaid 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, for the extension of the Revolving Credit Termination Date to October 31, 1995. 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. Exhibit B to the Loan Agreement is hereby amended by deleting said exhibit in its entirety and replacing said exhibit with Exhibit A attached hereto. 2. Section 2.02 of the Loan Agreement is hereby amended by deleting the date October 31, 1994, in subsection (a) thereof and replacing said date with the date October 31, 1995. 3. 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. 4. 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. 5. 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 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. 6. 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. 7. 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 December 21, 1993: (a) an Officers' Certificate of the Company with directors' resolutions attached; (b) a counterpart of this Amendment executed by the Company; (c) three original Revolving Credit Notes, each dated as of the date hereof, in substantially the form of Exhibit A attached hereto with the blanks appropriately filled, payable to the order of the Banks, and in the face amount of each Bank's Ratable Share of the Commitment, respectively, and each executed by the Company; and (d) opinions of counsel to the Company in form and substance acceptable to the Banks, and (ii) the delivery to the Agent of counterparts of this Amendment executed by each of the Banks. 8. 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. 9. 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 Banks, and with respect to advising each Bank 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 or resulting from any delay in paying or omission to pay such taxes or fees. 10. 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. 11. 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. 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: _____________________ Name: _____________________ Title: _____________________ NATIONSBANK OF TEXAS, N.A., individually and as Agent By: ____________________ Name: ____________________ Title: ____________________ WHITNEY NATIONAL BANK By: ____________________ Name: ____________________ Title: ____________________ NATIONAL BANK OF COMMERCE By: _____________________ Name: _____________________ Title: _____________________ EX-5 4 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") is being entered into as of the 15th day of April, 1994, by and among PETROLEUM HELICOPTERS, INC., a Delaware 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 Amended and Restated Loan Agreement, originally made as of January 31, 1986, as amended and restated in its entirety as of July 9, 1993 and as further amended by that certain First Amendment to Amended and Restated Loan Agreement, dated as of October 31, 1993 (such Loan Agreement, as amended and restated as aforesaid 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, for the availability of eurodollar market rates of interest. 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 hereby amended by deleting the definition of Applicable Prime Rate in its entirety and replacing said definition with the following definition: "Applicable Prime Rate" shall mean in respect of any Prime Rate Borrowing a fluctuating rate per annum (based on a year of 365 or 366 days, as the case may be, and actual days elapsed) equal to the sum of the Prime Rate plus (i) 0.5% per annum for so long as the Leverage Ratio is greater than 5.25, (ii) 0.25% per annum for so long as the Leverage Ratio is greater than 4.75 but less than or equal to 5.25, or (iii) 0% for so long as the Leverage Ratio is less than or equal to 4.75. 2. Section 1.01 of the Loan Agreement is hereby further amended by deleting the definition of Interest Payment Date in its entirety and replacing said definition with the following definition: "Interest Payment Date" shall have the meaning set forth in Section 2.04. 3. Section 1.01 of the Loan Agreement is hereby further amended by substituting the term "Section 2.14" for the term "Section 2.12" in the definition of "New Permitted Letter of Credit" in said section. 4. Section 1.01 of the Loan Agreement is hereby further amended by deleting the definition of Permitted Letter of Credit in its entirety and replacing said definition with the following definition: "Permitted Letters of Credit" means, collectively, the Existing Permitted Letters of Credit and the New Permitted Letters of Credit. 5. Section 1.01 of the Loan Agreement is hereby further amended by deleting the definition of Revolving Credit Commitment in its entirety and replacing said definition with the following definition: "Revolving Credit Commitment" shall mean for each Bank at any time, that Bank's Ratable Share of $15,000,000, as such amount may be reduced from time to time pursuant to Section 2.10, less the amount of such Bank's Ratable Share of the Permitted Letter of Credit Amount at such time. 6. Section 1.01 of the Loan Agreement is hereby further amended by adding the following definitions thereto: "Commitment Fee" means a fee payable by the Company pursuant to Subsection 2.07(a) in the amount of (i) 0.50% per annum for so long as the Leverage Ratio is greater than 4.75, or (ii) 0.375% for so long as the Leverage Ratio is less than or equal to 4.75 (in each case based on a year of 365 or 366 days, as the case may be, and actual days elapsed) on the daily average unused amount of the Commitments. "Issuing Bank" means NationsBank, in its capacity as issuer of the Permitted Letters of Credit. "Letter of Credit Reimbursement Agreement" means, with respect to a Permitted Letter of Credit, such form of application therefor and form of reimbursement agreement therefor (whether in a single or several documents, taken together) as the Issuing Bank may employ in the ordinary course of business for its own account, whether or not providing for collateral security, with such modifications thereto as may be agreed upon by such Issuing Bank and the account party and as are not materially adverse to the interests of any Bank or the Agent; provided, however, in the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall control. "Leverage Ratio" means, for any period of four consecutive fiscal quarters of the Company, a quotient equal to (a) the sum of (i) Funded Debt of the Company and the Consolidated Subsidiaries for such period, and (ii) the product of (A) eight and (B) Rent Expense for such period, divided by (b) the sum of (i) Consolidated Net Income (or Consolidated Net Loss, as the case may be) for such period, and, (ii) to the extent actually deducted in computing such Consolidated Net Income (or Consolidated Net Loss), (A) Consolidated Interest Charges for such period, (B) depreciation and amortization expense of the Company and the Consolidated Subsidiaries for such period, (C) tax expense of the Company and the Consolidated Subsidiaries for such period, and (D) Rent Expense for such period. "LIBOR" means, with respect to any Rate Period, a per annum rate equal to the annual rate of interest determined by the Agent on the Business Day immediately preceding the first day of such Rate Period to be the annual rate of interest at which deposits in Dollars are offered by the principal office of the Agent to prime banks in the London interbank market for such Rate Period. "LIBOR Interest Payment Date" shall have the meaning set forth in Section 2.04. "LIBOR Loan" means the outstanding principal amount of any Loan that, during the Rate Period relating thereto, bears interest at the lesser of (i) the LIBOR Rate applicable during such Rate Period, and (ii) the Highest Lawful Rate in effect from time to time during such Rate Period. "LIBOR Margin" means a rate per annum equal to (i) 2.875% per annum for so long as the Leverage Ratio is greater than 5.25, (ii) 2.625% per annum for so long as the Leverage Ratio is greater than 4.75 but less than or equal to 5.25, or (iii) 2.375% for so long as the Leverage Ratio is less than or equal to 4.75. "LIBOR Rate" means, with respect to any Rate Period, a per annum rate equal to the sum of (i) LIBOR for such Rate Period, (ii) the LIBOR Margin applicable on the Business Day immediately preceding the first day of such Rate Period, and (iii) any applicable amount (including, without limitation, any reserves) of the type referred to in Subsection 2.13(d). Each determination of the LIBOR Rate made by the Agent in accordance with the immediately preceding sentence shall be conclusive except in the case of manifest error. "Notice of Conversion or Continuation" shall have the meaning set forth in Subsection 2.12(b). "Prime Rate Interest Payment Date" shall have the meaning set forth in Section 2.04. "Prime Rate Loan" means the outstanding principal amount of any Loan that bears interest at the lesser of (i) the Applicable Prime Rate and (ii) the Highest Lawful Rate in effect from time to time. "Rate Period" means with respect to any LIBOR Loan, the period commencing on the date of Borrowing applicable to such LIBOR Loan under Section 2.2 (or with respect to the outstanding principal amount of any Loan that is to be converted to, or continued as, a LIBOR Loan, the date of such conversion or continuation) and ending 30, 60, 90, 120, 180, 270 or 360 days thereafter, as the Company may specify in the Borrowing Request or the Notice of Conversion or Continuation, as the case may be, subject, however, to the early termination provisions set forth in Subsection 2.13(d). "Reimbursement Obligations" means the reimbursement or repayment obligations of the Company to the Issuing Banks pursuant to this Agreement or the Letter of Credit Reimbursement Agreements with respect to Permitted Letters of Credit issued for the account of the Company. "Rent Expense" means, for any period, all rental expenses of the Company and the Consolidated Subsidiaries for such period (other than rental expenses under Capital Leases), including without limitation, rental expense for leases of real, personal or intangible property of the Company and each Consolidated Subsidiary. 7. Subsection 2.01(b) of the Loan Agreement is hereby amended by deleting clause (ii) thereof in its entirety and replacing said clause with the following clause: (ii) the aggregate principal amount of the Capital Loans outstanding as of such date, which quarterly installment shall be payable on the last day of each January, April, July and October of each year, commencing July 31, 1993 and ending on the first such date (after the Conversion Date) on which the aggregate unpaid principal amount of the Capital 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 October 31, 2000) (the "Capital Loan Termination Date"). 8. Subsection 2.02(b) of the Loan Agreement is hereby amended by deleting the phrase "Revolving Credit Commitment" in such Subsection and replacing said phrase with the phrase "Ratable Share of $15,000,000". 9. Subsection 2.03(a) of the Loan Agreement is hereby amended by deleting the second sentence thereof in its entirety and replacing said sentence with the following sentence: Each such Notice of Borrowing shall specify (i) the Borrowing Date, (ii) whether the Loans are to be Revolving Credit Loans or Capital Loans, (iii) the total amount of the proposed Loans (which shall be for not less than $1,000,000 and in an integral multiple of $250,000), (iv) whether such Loans are to be Prime Rate Loans or LIBOR Loans, and if such Loans are to be LIBOR Loans, the Rate Period applicable thereto, and (v) the amount to be borrowed from each Bank. 10. Subsection 2.04(a) of the Loan Agreement is hereby amended by deleting said subsection in its entirety and replacing said subsection with the following subsection: (a) The Loans shall bear interest prior to maturity (by acceleration or otherwise) at (i) for the Loans maintained as Prime Rate Loans at the lesser of (A) the Applicable Prime Rate and (B) the Highest Lawful Rate in effect from time to time and (ii) for the Loans maintained as LIBOR Loans, at the lesser of (A) the LIBOR Rate applicable during such Rate Period, and (B) the Highest Lawful Rate in effect from time to time during such Rate Period. Interest on the Prime Rate Loans shall be due and payable quarterly on (each a "Prime Rate Interest Payment Date") the last day of each January, April, July and October commencing on the last day of July, 1994, and on each such date thereafter until the date (after the Conversion Date) when all principal amounts outstanding under the Notes shall be paid in full and until the obligation of each Bank to make Revolving Credit Loans shall be terminated. Interest on each LIBOR Loan shall be due and payable on each Prime Rate Interest Payment Date, and, if not a Prime Rate Interest Payment Date, the last day of each Rate Period for such LIBOR Loan (each a "LIBOR Interest Payment Date" and, together with each Prime Rate Interest Payment Date, an "Interest Payment Date"). 11. Subsection 2.04(c) of the Loan Agreement is hereby amended by deleting said subsection in its entirety and replacing said subsection with the following subsection: (c) (i) If the Applicable Prime Rate, the LIBOR Rate or the Commitment Fee should become subject to adjustment in accordance with the definition of the term Applicable Prime Rate, LIBOR Margin or Commitment Fee, respectively, in Section 1.01, such adjustment shall: (A) be made upon receipt by the Banks of the quarterly financial statements required to be delivered pursuant to Section 7.01, (B) be effective as of the first day of the fiscal quarter of the Company following the fiscal quarter reported upon in such financial statements, and (C) remain effective for each day thereafter until the first day of the fiscal quarter of the Company following the failure to meet or the exceeding of the requirements of the applicable clause of the definition of the term Applicable Prime Rate, LIBOR Margin or Commitment Fee, as applicable, in Section 1.01. (ii) In the event any such adjustment to the Applicable Prime Rate, the LIBOR Rate or the Commitment Fee, respectively, shall result in the amount of interest or fees paid to any Bank on a previous Interest Payment Date being more or less than the amount due on such Interest Payment Date calculated at the adjusted level, the amount of any overpayment or underpayment, as the case may be, to such Bank resulting therefrom shall be deducted from or added to, respectively, the amount of interest or fees due to such Bank on the next Interest Payment Date succeeding such adjustment to the Applicable Prime Rate, the LIBOR Rate or the Commitment Fee, respectively; provided, however that no deductions or additions shall occur after: (A) the Revolving Credit Termination Date with respect to interest or fees paid on any Revolving Credit Loan, (B) the Capital Loan Termination Date with respect to any interest paid on any Capital Loan, or (C) the Conversion Date with respect to any fees paid with respect to the unused portion of the Capital Loan Commitments, and any adjustment to the Applicable Prime Rate, the LIBOR Rate or the Commitment Fee, respectively, that would otherwise require such deduction or addition after such date shall be of no effect. (iii) All adjustments to the Applicable Prime Rate, the LIBOR Rate or the Commitment Fee, respectively, provided for in this Subsection 2.04(c) and in the definition of Applicable Prime Rate, LIBOR Margin and Commitment Fee, respectively, in Section 1.01 shall be adequately supported, in the sole but reasonable discretion of the Banks, by the quarterly financial statements required to be delivered from the Company to the Banks pursuant to Section 7.01. 12. Subsection 2.07(a) of the Loan Agreement is hereby amended by deleting said subsection in its entirety and replacing said subsection with the following subsection: (a) The Company agrees to pay to the Agent for the account of each Bank the Commitment Fee (i) for the Commitment Fee payable on the unused portion of the Revolving Credit Commitments, from and including the date of the most recent such payment preceding April 15, 1994 to and including the Revolving Credit Termination Date, and (ii) for the Commitment Fee payable on the unused portion of the Capital Loan Commitments, from and including the date of the most recent such payment preceding April 15, 1994, to and including the Conversion Date. The Commitment Fee shall be due and payable on each Prime Rate Interest Payment Date, and shall be computed for the period commencing with the day on which the Commitment Fee was last paid to but not including the day the Commitment Fee is due and payable; provided, however, that all amounts payable under this Agreement which constitute interest under applicable law shall not result in the payment of interest hereunder at a rate in excess of the Highest Lawful Rate. 13. The Loan Agreement is hereby amended by replacing the terms "commitment fee" and "commitment fees" with the terms "Commitment Fee" and "Commitment Fees", respectively, in each place in which such terms appear in each of Subsections 2.07(b) and 2.08(a), Section 10.04 and Article 4. 14. Section 2.10 of the Loan Agreement is hereby amended by deleting the phrase "Revolving Credit Notes" in such Section and replacing said phrase with the phrase "the Revolving Credit Notes and the Permitted Letter of Credit Amount". 15. The Loan Agreement is hereby amended by the deletion therefrom of Section 2.12 in its entirety and the addition thereto of the following Sections: 2.12 Conversion and Continuation. (a) With respect to the principal amount of the Loans outstanding from time to time, subject to the terms and provisions of this Agreement, the Company shall have the option, to (a) convert on any Business Day all or any part of such outstanding principal amount maintained as a Prime Rate Loan at such time to a LIBOR Loan; provided, however, that each such LIBOR Loan shall be in a principal amount greater than or equal to $1,000,000 or an integral multiple of $500,000 in excess thereof, (b) convert all or any part of such outstanding principal amount maintained as a LIBOR Loan to a Prime Rate Loan on the last day of the Rate Period relating to such LIBOR Loan, or (c) effective as of the last day of any Rate Period during which the outstanding principal amount of a Loan is maintained as a LIBOR Loan, continue all or a portion of such outstanding principal amount as a LIBOR Loan and the succeeding Rate Period of each such continued LIBOR Loan shall commence on the last day of the Rate Period then ended; provided, however, that each such continued LIBOR Loan shall be in a principal amount greater than or equal to $1,000,000 or an integral multiple of $500,000 in excess thereof. Notwithstanding anything set forth herein, none of the outstanding principal amount of the Loans shall be converted to, or continued as, a LIBOR Loan if (y) the last day of the Rate Period relating to such LIBOR Loan does not occur on or before the Revolving Credit Termination Date or the Capital Loan Termination Date, as applicable, or (z) a Default or an Event of Default has occurred and is continuing. (b) In the event the Company shall elect to convert or continue all or any part of the outstanding principal amount of a Loan as provided in the immediately preceding Subsection 2.12(a), the Company shall deliver a written notice to the Agent (each such notice, a "Notice of Conversion or Continuation") (y) with respect to the conversion of all or any part of a Loan to a LIBOR Loan or the continuation of any LIBOR Loan, no later than 11:00 a.m., Dallas, Texas time three Business Days in advance of the proposed conversion or continuation date, and (z) with respect to the conversion of all or any part of a LIBOR Loan to a Prime Rate Loan, no later than 11:00 a.m., Dallas, Texas time on the Business Day immediately preceding the proposed conversion date, specifying in each case (i) the amount of the outstanding principal amount of each Loan that is to be converted or continued, (ii) the date of such proposed conversion or continuation, which date shall be a Business Day, (iii) whether the proposed conversion is of (A) Prime Rate Loan(s) to LIBOR Loan(s), or (B) LIBOR Loan(s) to Prime Rate Loan(s), (iv) in the case of a conversion to, or continuation of, a LIBOR Loan, the requested Rate Period, (v) the aggregate principal amount of the Loans outstanding after giving effect to such conversion or continuation, and (vi) that no Default or Event of Default has occurred and is continuing. Each Notice of Conversion or Continuation shall be irrevocable and the Company shall be bound to convert or continue in accordance therewith. (c) If with respect to all or any part of the outstanding principal amount of any LIBOR Loan the Company fails to timely submit a Notice of Conversion or Continuation, such outstanding principal amount shall, effective as of the last day of the Rate Period relating thereto, automatically and without notice of any kind be converted to a Prime Rate Loan. 2.13 Provisions Relating to LIBOR Loans. (a) Notwithstanding anything set forth this Agreement, the Banks shall not be obligated to convert all or any part of the outstanding principal amount of any Loan maintained as a LIBOR Loan to a Prime Rate Loan until the last day of the Rate Period relating to such LIBOR Loan. (b) If the Company shall have requested a LIBOR Loan or requested that all or any part of the outstanding principal amount of any Loan be converted to, or continued as, a LIBOR Loan and the Agent in good faith determines (which determination shall be conclusive) that extraordinary circumstances make it impossible or impracticable to ascertain the applicable LIBOR Rate for the applicable Rate Period, the Agent shall select, in such manner as the Agent in its sole but reasonable discretion deems appropriate, an alternative LIBOR Rate (which shall not in any event exceed, at any time, the Highest Lawful Rate) and such alternative LIBOR Rate shall be the applicable LIBOR Rate for such Rate Period. (c) Notwithstanding anything set forth in this Agreement, if at any time the Agent in good faith determines (which determination shall be final and conclusive) that the introduction of, or any change in, any applicable law, rule, regulation or treaty or any change in the interpretation, application or administration thereof by any governmental or other regulatory authority charged with the interpretation, application or administration thereof shall make it unlawful for any of the Banks to maintain or fund any LIBOR Loan, the Agent shall give notice thereof to the Company and effective as of the date of such notice, and notwithstanding Subsection 2.13(a), the outstanding principal amount of such LIBOR Loan shall be converted to a Prime Rate Loan. Within five (5) Business Days after any Bank's written notice and demand therefor, the Company shall pay to such Bank such amount or amounts (to the extent that such amount or amounts would not be usurious under applicable Law and to the extent such amount or amounts have not been included in the determination of the LIBOR Rate) as may be necessary to compensate such Bank for any direct or indirect costs and losses incurred by it under, in connection with or as a result of such conversion, but otherwise without penalty. If notice with respect to any LIBOR Loan has been given by the Agent pursuant to the foregoing provisions of this Subsection 2.13(c) then, unless and until the Agent notifies the Company that the circumstances giving rise to such notice no longer apply, the Banks shall have no obligation to make or convert all or any part of the outstanding principal amount of any Loan into a LIBOR Loan. Any claim by the Banks for compensation under this Subsection 2.13(c) shall be accompanied by a certificate setting forth the computation upon which such claim is based and such certificate shall be conclusive and binding for all purposes absent manifest error. (d) In the event that any law, regulation, treaty or directive or any change therein or in the interpretation, application or administration thereof or compliance by any Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or instrumentality, does or shall, as a result of, or with respect to, any LIBOR Loan: (i) subject such Bank to any tax, duty or other charge of any kind whatsoever with respect to this Agreement, any other Loan Document or all or any part of the outstanding principal amount of any Loan, or change the basis of taxation of payments to such Bank of principal, interest or any other amount payable hereunder or under any other Loan Document (except for changes in the rate of any tax presently imposed on such Bank); (ii) impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Bank; or (iii) impose on such Bank any other condition; and the result of any of the foregoing is to increase the cost to such Bank of making, renewing or maintaining advances or extensions of credit to the Company or to reduce any amount receivable from the Company thereunder then, in any such case (and to the extent not already included in the calculation of the applicable LIBOR Rate), the Company shall promptly pay to such Bank, within five (5) Business Days after such Bank's written notice and demand therefor, any amounts necessary to compensate such Bank for such additional cost or reduced amount receivable. Any claim by a Bank for compensation under this Subsection 2.13(d) shall be accompanied by a certificate setting forth the computation upon which such claim is based and such certificate shall be conclusive and binding for all purposes absent manifest error. Nothing herein contained shall be construed or so operate as to require the Company to pay any interest, fees, costs or charges that shall cause the interest rate hereunder or under any other Loan Document to exceed the Highest Lawful Rate. (e) In the event any prepayment under Section 3.02 requires the Company to prepay a LIBOR Loan, or any part thereof, prior to the last day of the Rate Period relating thereto, within five (5) Business Days after the Agent's demand therefor the Company shall pay to the Agent such amount or amounts (to the extent that such amount or amounts would not be usurious under applicable Law) as may be necessary to compensate the Banks for any costs and losses incurred by it under, in connection with or as a result of such prepayment. Any claim by the Agent for compensation under this Subsection 2.13(e) shall be accompanied by a certificate setting forth the computation upon which such claim is based and such certificate shall be conclusive and binding for all purposes absent manifest error. (f) The Company may not prepay any LIBOR Loan before the last day of the Rate Period relating thereto, except for payments required under Section 3.02. 2.14 Letters of Credit. Subject to the terms and conditions of this Agreement, the Company may request that the Issuing Bank issue, from time to time during the period commencing on June 14, 1994, and ending on the Business Day immediately prior to the Revolving Credit Termination Date, for the account of the Company through such of the Issuing Bank's branches as it and the Company may jointly agree, one or more letters of credit in accordance with this Section 2.14 and subject to the provisions of Section 8.16 (each such letter of credit issued in accordance with this Section 2.14, being individually referred to as a "New Permitted Letter of Credit" and collectively referred to as the "New Permitted Letters of Credit"). Notwithstanding the foregoing, the Issuing Bank shall not have any obligation to issue any New Permitted Letter of Credit at any time. The Company may request issuances of Letters of Credit only if: (a) the aggregate undrawn face amount of Letters of Credit theretofore issued by the Issuing Bank, after giving effect to all requested but unissued Letters of Credit, does not exceed any limit imposed by law or regulation upon the Issuing Bank; (b) immediately after giving effect to the issuance of such New Permitted Letter of Credit, the aggregate Permitted Letter of Credit Amount would not exceed $5,000,000 and the Revolving Credit Commitment would not be less than $0; (c) such New Permitted Letter of Credit has an expiration date on or before the Business Day immediately preceding the Revolving Credit Termination Date; (d) the Company shall have satisfied in full the conditions precedent set forth in Section 6.02; (e) the Company shall have delivered to the Issuing Bank, at such times and in such manner as the Issuing Bank may prescribe, a Letter of Credit application, a Letter of Credit Reimbursement Agreement, and such other documents and materials as may be required pursuant to the terms thereof; (f) the terms of the proposed New Permitted Letter of Credit shall not be inconsistent with any term or provision of this Agreement and otherwise shall be reasonably satisfactory to the Issuing Bank; and (g) as of the date of issuance of such New Permitted Letter of Credit, no order, judgment, or decree of any court, arbitrator, or Governmental Authority shall purport by its terms to enjoin or restrain the Issuing Bank from issuing such New Permitted Letter of Credit, and no law, rule, or regulation applicable to the Issuing Bank, and no request or directive (whether or not having the force of law) from any Governmental Authority having jurisdiction over the Issuing Bank, shall prohibit or request that the Issuing Bank refrain from the issuance of letters of credit generally or the issuance of such New Permitted Letter of Credit. 2.15 Issuance of Letters of Credit. (a) The Company shall give the Issuing Bank written notice in an Officers' Certificate of its request for the issuance of a New Permitted Letter of Credit no later than 10:00 a.m. three (3) Business Days prior to the date such New Permitted Letter of Credit is requested to be issued. Such notice shall be irrevocable and shall specify, with respect to such requested New Permitted Letter of Credit, the face amount, beneficiary, effective date of issuance, expiry date (which effective date and expiry date shall be a Business Day and, with respect to the expiry date, shall be no later than the Business Day immediately preceding the Revolving Credit Termination Date), and the currency in which, and the purpose for which, such New Permitted Letter of Credit is to be issued. The Issuing Bank may issue such New Permitted Letter of Credit on the date requested by the Company, unless (i) on or before the Business Day prior to such issuance date, the Issuing Bank shall have received written notice from any Bank that the conditions precedent to the Company's request for an issuance of a New Permitted Letter of Credit as set forth in Section 2.14 have not been met; or (ii) on the requested issuance date, the officer of the Issuing Bank executing such New Permitted Letter of Credit has actual knowledge that such conditions precedent to the Company's request for an issuance of a New Permitted Letter of Credit as set forth in Section 2.14 have not been met. If the Issuing Bank receives written notice, or such officer has actual knowledge that the conditions precedent to the Company's request for an issuance of a New Permitted Letter of Credit have not been met, then the Issuing Bank shall not issue any New Permitted Letter of Credit until (a) such notice is withdrawn; (b) the condition(s) described in such notice have been waived in accordance with the provisions of this Agreement, or (c) such officer shall have actual knowledge of the satisfaction of all conditions precedent having been met. (b) The Issuing Bank shall not extend or amend any New Permitted Letter of Credit unless the requirements of this Section 2.15 are met as though a new Permitted Letter of Credit was being requested and issued. 2.16 Reimbursement Obligations; Duties of Issuing Bank. (a) Notwithstanding any provisions to the contrary in any Letter of Credit Reimbursement Agreement: (i) The Company shall reimburse the Issuing Bank for a drawing under a New Permitted Letter of Credit issued by the Issuing Bank no later than the earlier of (A) the time specified in the related Letter of Credit Reimbursement Agreement; or (B) One (1) Business Day after the Issuing Bank has provided notice (which notice may be in writing or oral, including without limitation oral notice by telephone) of any payment of such drawing by the Issuing Bank; and (ii) The Company's Reimbursement Obligation with respect to a drawing under a New Permitted Letter of Credit shall bear interest from the date of such drawing to the date paid in full at the Applicable Prime Rate. (b) No action taken or omitted to be taken by the Issuing Bank in connection with any New Permitted Letter of Credit shall (i) result in any liability on the part of the Issuing Bank to any other Bank, unless the Issuing Bank's action or omission constitutes willful misconduct or gross negligence; or (ii) relieve any Bank of any of its obligations to the Issuing Bank hereunder, unless the New Permitted Letter of Credit in question was issued at a time during which a notice, described in Section 2.15, from such Bank to the Issuing Bank remained in effect. Each Bank agrees that, prior to making any payment to a beneficiary with respect to a drawing under a New Permitted Letter of Credit, the Issuing Bank shall be responsible only to confirm that documents required by the terms of such New Permitted Letter of Credit to be delivered as a condition precedent to such drawing have been delivered and that the same appear on their face to conform with the requirements thereof. Each Bank further agrees that the Issuing Bank may assume that documents appearing on their face to be the documents required to be delivered as a condition precedent to a drawing do in fact comply. 2.17 Participations. (a) Immediately upon the issuance by the Issuing Bank of any New Permitted Letter of Credit in compliance with the provisions of Section 2.14, and immediately upon conversion of an Existing Permitted Letter of Credit of an Issuing Bank to a New Permitted Letter of Credit pursuant to Section 2.22, each Bank, other than the Issuing Bank, shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse or warranty, an undivided interest and participation to the extent of such Bank's Ratable Share in such New Permitted Letter of Credit, including, without limitation, all obligations of the Company with respect thereto and any security therefor or guaranty pertaining thereto. (b) The Issuing Bank shall promptly notify each other Bank, if the Company fails to reimburse the Issuing Bank for payments made by the Issuing Bank in respect of drawings by a beneficiary under a New Permitted Letter of Credit. Upon such Bank's receipt of such notice, such Bank shall unconditionally pay to the Agent, for the account of the Issuing Bank, an amount equal to such Bank's Ratable Share of the unreimbursed payment made by the Issuing Bank under the New Permitted Letter of Credit. Such payment shall be made by such Bank in the same currency in which the applicable New Permitted Letter of Credit was denominated and in same day funds on the day such Bank receives notice from the Agent that such payment is owing, if such notice is received by such Bank prior to 10:00 a.m. (Dallas, Texas time) on a Business Day; if such notice is not received by such time, then such Bank shall remit its payment on the next Business Day following the day such notice is received. Any amount payable by a Bank under this Subsection 2.17(b) which is not paid when due pursuant to the terms hereof, shall be payable on demand, together with interest thereon at the federal funds rate from the date such payment was due until paid in full. The failure of any Bank to make any payment owing by it under this Subsection 2.17(b) shall neither relieve nor increase the obligation of any other Bank to make any payment owing by it under this Subsection 2.17(b). The Agent shall promptly remit to the Issuing Bank all amounts received by the Agent, for the account of the Issuing Bank, from each other Bank pursuant to this Subsection 2.17(b). (c) Whenever the Issuing Bank receives a payment with respect to a Reimbursement Obligation (including any interest thereon) for which the Issuing Bank has received payments from another Bank pursuant to Subsection 2.17(b), the Issuing Bank shall promptly remit to each Bank which has funded its participating interest therein, in the currency and in the kind of funds so received, an amount equal to such Bank's Ratable Share thereof. Each such payment shall be made by the Issuing Bank on the Business Day on which such Person receives the funds paid to such Person pursuant to the preceding sentence, if received prior to 10:00 a.m. (Dallas, Texas time) on such Business Day, and otherwise on the next succeeding Business Day. (d) The obligations of a Bank under Subsection 2.17(b) to make payments to the Agent for the account of the Issuing Bank with respect to a New Permitted Letter of Credit shall be irrevocable, not subject to any qualification or exception whatsoever, and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming that the Issuing Bank has issued such New Permitted Letter of Credit in compliance with the provisions of Section 2.14), including, following without limitation, any of the circumstances: (i) any lack of validity or enforceability of this Agreement or any Note or Security Document; (ii) the existence of any claim, setoff, defense, or other right which the Company may have at any time against a beneficiary named in a New Permitted Letter of Credit or any transferee of any New Permitted Letter of Credit (or any person for whom any such transferee may be acting), the Agent, any Bank, the Issuing Bank, or any person, whether in connection with this Agreement, any New Permitted Letter of Credit, the transactions contemplated herein, or any unrelated transactions (including any underlying transactions between the Company and the beneficiary named in any New Permitted Letter of Credit); (iii) any draft, certificate, or any other document presented under the New Permitted Letter of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any Loan Document; or (v) the occurrence of any Default or Event of Default. 2.18 Payment of Reimbursement Obligations. (a) The Company agrees to pay to the Issuing Bank the amount of all Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Permitted Letter of Credit immediately when due, irrespective of any claim, set- off, defense, or other right which the Company may have at any time against the Issuing Bank or any other person. (b) In the event any payment by the Company received by the Issuing Bank with respect to a New Permitted Letter of Credit and distributed to the Banks on account of their respective participation is thereafter set aside, avoided, or recovered from the Issuing Bank in connection with any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or other liquidation law of any jurisdiction, each Bank which received such distribution shall, upon demand by the Issuing Bank, contribute such Bank's Ratable Share of the amount set aside, avoided, or recovered together with interest at the rate required to be paid by the Issuing Bank upon the amount required to be repaid by it. 2.19 EXONERATION. As between the Company, the Issuing Bank, each other Bank and the Agent, the Company assumes all risks of the acts and omissions of, or misuse of the New Permitted Letter of Credit issued by the Issuing Bank by, the respective beneficiaries of such New Permitted Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the New Permitted Letter of Credit applications, each of the Issuing Bank, the other Banks and the Agent, in the absence of gross negligence or intentional misconduct on its part, shall not be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness, or legal effect of any document submitted by any party in connection with the application for and issuance of a New Permitted Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a New Permitted Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (c) for failure of the beneficiary of a New Permitted Letter of Credit to comply duly with conditions required in order to draw upon such New Permitted Letter of Credit; (d) for errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any New Permitted Letter of Credit or of the proceeds thereof; (g) for the misapplication by the beneficiary of such New Permitted Letter of Credit; or (h) for any consequences arising from causes beyond the control of the Agent or any Bank (including the Issuing Bank) including, without limitation any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority. IN FURTHERANCE AND EXTENSION AND NOT IN LIMITATION OF THE SPECIFIC PROVISIONS HEREINABOVE SET FORTH, ANY ACTION TAKEN OR OMITTED BY THE ISSUING BANK UNDER OR IN CONNECTION WITH THE LETTERS OF CREDIT OR ANY RELATED CERTIFICATES, IF TAKEN OR OMITTED IN GOOD FAITH AND NOT CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL NOT PUT THE AGENT, THE ISSUING BANK OR ANY OTHER BANK UNDER ANY RESULTING LIABILITY TO THE COMPANY OR RELIEVE THE COMPANY OF ANY OF ITS OBLIGATIONS HEREUNDER TO ANY SUCH PERSON. 2.20 Reporting Requirements. In addition to the reports required by Section 7.01, the Company shall, no later than the tenth Business Day following the last day of each month, provide to each Bank separate schedules for each New Permitted Letter of Credit, in form and substance satisfactory to the Agent, showing the date of issue, beneficiary, face amount, expiration date, and the reference number of each New Permitted Letter of Credit issued by the Issuing Bank which was outstanding at any time during such month and the aggregate amount payable by the Company during the month pursuant to Section 2.21. 2.21 Compensation for Letters of Credit. (a) Letter of Credit Fee. The Company agrees to pay to the Agent, for the account of each Bank, in the case of each Permitted Letter of Credit, a letter of credit fee (the "Letter of Credit Fee") payable monthly in arrears equal to the product of (i) in the case of New Permitted Letters of Credit issued by NationsBank hereunder on or after June 14, 1994, two percent (2%), and (ii) in the case of Existing Permitted Letters of Credit, the percentage set forth on Schedule II hereto, of the average amount available to be drawn under such New Permitted Letter of Credit during the month then ending multiplied by the actual number of days during such month on which such New Permitted Letter of Credit was outstanding, divided by 360. The Company shall also pay to the Agent, in the event of any extension or modification of a New Permitted Letter of Credit which extends the expiration date or increases the maximum amount available for drawing thereunder an additional fee calculated and payable on the same basis as that set forth in the first sentence of this Subsection 2.21(a) with respect to any such extension or additional amount. Whenever the Issuing Bank receives a payment from the Company with respect to any fees incurred in connection with any New Permitted Letter of Credit issued by the Issuing Bank, the Issuing Bank shall promptly remit to the Agent, and the Agent shall promptly remit to each Bank which has funded its participation in such New Permitted Letter of Credit, in the currency provided for in such New Permitted Letter of Credit and in same day funds, an amount equal to such Bank's Ratable Share of such fees. (b) Issuing Bank's Charges. The Issuing Bank shall have the right to receive, solely for its own account, such amounts as it and the Company may agree, in writing, to compensate the Issuing Bank with respect to issuance fees and the Issuing Bank's out-of-pocket costs of issuing and servicing Letters of Credit. (c) Increased Capital. If either (i) the introduction of or any change in or in the interpretation of any law or regulation, or (ii) compliance by the Issuing Bank or any other Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by it or any corporation controlling it, and the Issuing Bank or such other Bank determines, on the basis of reasonable allocations, that the amount of such capital is increased by or is based upon its issuance or maintenance of or participation in, the Letters of Credit then, upon demand by such Bank, the Company shall immediately pay to the Agent (for the account of such Bank), from time to time as specified by the Issuing Bank or such other Bank, additional amounts sufficient to compensate such Bank therefor. A certificate as to such amounts submitted to the Company by such Bank shall, in the absence of manifest error, be conclusive and binding for all purposes. 2.22 Transitional Provisions. Schedule II contains a schedule of Existing Permitted Letters of Credit. As of June 14, 1994 (i) each of the Existing Permitted Letters of Credit shall be deemed to be converted into New Permitted Letters of Credit issued pursuant to Section 2.14, provided that no Letter of Credit Fee payable under Subsection 2.21(a)(i) shall be payable solely as a result of such conversion; and (ii) the face amount of such Existing Permitted Letters of Credit shall be included in the calculation of the Permitted Letter of Credit Amount. 16. Section 3.01 of the Loan Agreement is hereby amended by the addition of the following sentence immediately prior to the last sentence of said section: Notwithstanding the foregoing, the Company may not prepay any LIBOR Loan under this Section 3.01 before the last day of the Rate Period relating thereto. 17. Subsection 3.02(d) of the Loan Agreement is hereby amended by deleting the last sentence of said subsection in its entirety and replacing said sentence with the following sentence: All prepayments under this Section 3.02 or pursuant to a Notice of Election shall be without premium or penalty, except as provided in Subsection 2.13(e). 18. Subsection 7.01(f) of the Loan Agreement is hereby amended by deleting clause (i) of said subsection in its entirety and replacing said clause with the following clause: (i) setting forth computations demonstrating compliance with the financial covenants contained herein as of the date of such financial statements and for the period then ended and setting forth computations demonstrating the amount of the Leverage Ratio as of the date of such financial statements and 19. Section 8.07 of the Loan Agreement is hereby amended by deleting the last sentence of said section in its entirety and replacing said sentence with the following sentence: Notwithstanding the foregoing, this Section 8.07 shall not prohibit (i) investments by the Company in the capital stock (or comparable equity or partnership interests) of one or more joint ventures that are neither Subsidiaries nor corporations "Controlled" by the Company within the meaning of the second sentence of the definition of "Affiliate" in Article 1, provided that (x) the Company shall not make or suffer to exist any investment in any such joint venture in which 50% or more of the capital stock (or comparable equity or partnership interests) is owned by the Company and (y) the aggregate book value of all such investments, together with the book value of all loans and advances permitted under Subsection 8.18(i), shall not at any time exceed 3% of the Consolidated Tangible Net Worth of the Company at such time, or (ii) the 1990 Stock Purchase Transaction as defined in the Sixth Amendment to the 1988 Loan Agreement, dated as of October 24, 1990. 20. Section 8.18 of the Loan Agreement is hereby amended by deleting said section in its entirety and replacing said section with the following section: 8.18. Loans and Advances to Other Persons. Make or permit to remain outstanding, or permit any Subsidiary to make or permit to remain outstanding, any loan or advance to any person, except for (i) loans by the Company to joint ventures, and provided that the aggregate book value of all such loans and advances, together with the book value of all investments permitted under Subsection 8.07(i), shall not at any time exceed 3% of the Consolidated Tangible Net Worth of the Company at such time, or (ii) travel advances to employees in the ordinary course of business and other loans and advances to non-officers as is normal and customary; provided, however the aggregate amount of all such travel advances and other loans and advances permitted under this Subsection 8.18(ii) shall not at any time exceed $200,000. 21. The Loan Agreement is hereby amended by the addition thereto of the following Section: 9.05 Substitute Aircraft. (a) If the Company determines that it is in the best interest of the Company to operate one or more of the Aircraft outside the United States, then upon the delivery of an Officers' Certificate stating the United States registration number and the date (which shall not be less than 30 nor more than 90 days from the date of such Officers' Certificate) that the Company intends to commence operating such Aircraft outside the United States, the Company may request that the Agent, on behalf of the Banks, release the Aircraft to be operated outside the United States from the Security Interest and the Agent, on behalf of the Banks, within a reasonable time after such request, shall execute all documents (including all appropriate termination statements and releases) required to effect such release, provided the Company shall, on or before the date proposed in such Officers' Certificate for such Aircraft to commence operations outside the United States, provide substitute Aircraft for inclusion in the Security Interest pursuant to Subsection 9.05(b), the Appraised Value of which, as reflected on a certificate of an Independent Appraiser, in form and substance acceptable to the Agent, shall be greater than or equal to the Appraised Value, as reflected on a certificate of an Independent Appraiser, in form and substance acceptable to the Agent, of the Aircraft to be released. (b) For each Aircraft that the Company desires to include in the Security Interest as a substitute for an Aircraft to be released pursuant to Subsection 9.05(a), the Company shall grant a first priority security interest in such Aircraft to the Banks to secure the Company's obligations hereunder and under any other documents executed in connection herewith or contemplated hereby, whereupon such Aircraft shall constitute a portion of the Collateral subject to the Security Interest. Without limitation on the foregoing, (i) the Company shall file or cause to be filed a proper bill of sale or bills of sale covering said Aircraft (on FAA Form 8050-2, "Aircraft Bill of Sale", or on any other appropriate form) in the Aircraft Registry and in any other public office necessary for full compliance by the Company with the terms hereof; (ii) cause said Aircraft to be free and clear of all Liens (other than Permitted Liens), make the appropriate filings, registrations and recordings (including the filing of FAA Form 8050-41 and any appropriate termination statements or releases) necessary to release any existing Liens of record and otherwise cause said Aircraft to be in full compliance with all the terms and provisions of this Agreement with the same effect as if the same were a portion of the original Aircraft described in this Agreement; (iii) execute and deliver any registration, recordation or filing documents and any other appropriate security documentation as the Agent or any Bank through the Agent may request for the purpose of describing said Aircraft (including all aircraft engines, airframes, propellers, rotors, appliances, instruments, mechanisms, equipment (including communications equipment), parts, apparatus, appurtenances and accessories) in reasonable detail, and expressly and specifically subjecting the same to the Security Interest; (iv) deliver or cause to be delivered to the Agent and each Bank an opinion of counsel (dated the date of the filing for recordation in the Aircraft Registry of the security documentation referred to in clause (iii) above) to the effect that the Company has good and marketable title to said Aircraft free of all Liens (other than Permitted Liens) and that said Aircraft has been duly subjected to the Security Interest and constitutes a portion of the Collateral; and (v) deliver to the Agent and each Bank an Officers' Certificate certifying that the Company is in full compliance with all provisions of this Agreement with respect to the same. (c) The Agent shall be absolutely entitled to rely on the Officers' Certificates, certificates of Independent Appraisers and opinions of counsel referred to in Subsections 9.05(a) and (b) for the veracity of each of the statements made therein absent actual knowledge to the contrary on the part of the officer of the Agent executing the documents relating to such release or addition. The Agent shall not be required to investigate or verify any statement made in such Officers' Certificates, certificates of Independent Appraisers and opinions of counsel and any investigation that the Agent shall elect to undertake shall not affect its ability to rely on such Officers' Certificates, Certificates of Independent Appraisers and opinions of counsel. (d) Each of the Banks hereby authorizes the Agent, upon the delivery of the Officers' Certificate, certificates of Independent Appraisers and opinion of counsel required by Subsections 9.05(a) and (b), to execute and deliver (and, where appropriate, as determined by the Agent in its sole and independent discretion, to authorize others to execute and deliver on its behalf) on behalf of the Banks, all documents required to effect the release of the Aircraft to be operated outside the United States and the addition of one or more substitute Aircraft to the Security Interest. 22. Section 10.02 of the Loan Agreement is hereby amended by deleting the phrase "each Bank to issue Permitted Letters of Credit" in each place in which it appears in said section and replacing said phrase with the phrase "NationsBank to issue Permitted Letters of Credit". 23. The Loan Agreement is hereby further amended by the replacement of Schedule II thereto with the Schedule II attached hereto as Exhibit A. 24. Each reference in the Loan Agreement to "this Agreement", "hereunder", "hereof', "herein" or words of like import referring to the Loan Agreement, and each reference in the Notes, the Security Documents and any other documents or instruments executed in connection with the Loan Agreement to the "Loan Agreement", "thereunder", "thereof" or words of like import referring to the Loan Agreement shall mean and be a reference to the Loan Agreement as amended hereby. 25. Except as specifically amended or waived by this Amendment, the Loan Agreement shall remain in full force and effect and is in all respects hereby ratified and confirmed, and the execution, delivery and performance of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent or any Bank under the Loan Agreement or the Notes and all of the rights and powers created thereby or thereunder shall be and remain in full force and effect. 26. 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 the execution of this Amendment and that certain Request for Limited Waiver from the Company to the Agent and the Banks dated as of January 21, 1994 (the "Waiver Letter"), the Company will not be in default in the due performance of any covenant on its part in the Loan Documents, and (c) upon the execution of the Waiver Letter, no Default or Event of Default has occurred and is continuing or is imminent. 27. 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. 28. 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 July 21, 1994: (a) an Officers' Certificate of the Company with directors' resolutions attached; (b) a counterpart of this Amendment executed by the Company; and (c) a counterpart of the Waiver Letter executed by the Company, (ii) the delivery to the Agent of counterparts of this Amendment and the Waiver Letter executed by each of the Banks, and (iii) opinions of counsel to the Company in form and substance acceptable to the Banks, on or before July 10, 1994. 29. 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. 30. 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 Banks, and with respect to advising each Bank 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 or resulting from any delay in paying or omission to pay such taxes or fees. 31. 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; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. 32. THIS AMENDMENT SHALL BE INTERPRETED AND GOVERNED BY, AND THE RIGHTS, OBLIGATIONS AND LIABILITIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) AND JUDICIAL DECISIONS OF' THE STATE OF TEXAS AND APPLICABLE FEDERAL LAW. This Amendment shall be binding upon the Company, the Agent and the Banks and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused this Second 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: __________________ Name: __________________ Title: __________________ NATIONSBANK OF TEXAS, N.A., By: __________________ Name: __________________ Title: __________________ WHITNEY NATIONAL BANK By: __________________ Name: __________________ Title: __________________ FIRST NATIONAL BANK OF COMMERCE By: __________________ Name: __________________ Title: __________________ SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT Schedule II Existing Permitted Letters of Credit Issuance Expiration LOC# Beneficiary Amount LOC Fee Date Date Purpose BG93/021 Comptroller SGD25,000 1.5% p.a. 7/30/93 12/31/94 1994 of Income Tax, Singa- Singapore pore income tax bond for PHI employee BG94/026 Comptroller SGD43,600 2.0% p.a. 4/12/94 12/31/95 1995 of Income Tax, Singa- Singapore pore tax bond for PHI employee 135631 State Bank USD25,000 2.0% p.a. 4/11/94 1/14/95 Bid Bond of India for helicopter contract 135641 Banco de la USD 2.0% p.a. 4/20/94 10/17/94 Bond for Nacion 1,476,696 disputed Argentina helicopter import duty 135650 Bank of USD25,000 2.0% p.a. 4/29/94 1/14/95 Bid bond America for New Delhi helicopter contract New Bank of USD75,000 2.0% p.a. 5/13/94 1/23/95 Bid bond America for 3 New Delhi helicopter contracts EX-6 5 THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") is being entered into as of the 31st day of July, 1994, by and among PETROLEUM HELICOPTERS, INC., a Delaware 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 Amended and Restated Loan Agreement, originally made as of January 31, 1986, as amended and restated in its entirety as of July 9, 1993 and as further amended by that certain First Amendment to Amended and Restated Loan Agreement, dated as of October 31, 1993, and that certain Second Amendment to Amended and Restated Loan Agreement, dated as of April 15, 1994 (such Loan Agreement, as amended and restated as aforesaid 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, for the modification of certain covenants and reporting requirements set forth therein. 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. Subsection 7.01(b) of the Loan Agreement is hereby amended by deleting said subsection in its entirety and replacing said subsection with the following subsection: (b) as soon as available after the end of each of the first three fiscal quarters of the Company, and in any event within 60 days thereafter, a copy of (i) a consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the end of such fiscal quarter and (ii) consolidated statements of earnings and cash flows of the Company and the Consolidated Subsidiaries for such fiscal quarter and (in the case of the second and third fiscal quarters of the Company) for the portion of the fiscal year ending with such fiscal quarter, setting forth, in each case in comparative form, the figures for the corresponding periods in the previous fiscal year, all in reasonable detail and certified as complete and correct, subject to changes resulting from year-end adjustments, by the principal financial officer of the Company; 2. Subsection 7.01(c) of the Loan Agreement is hereby amended by deleting the phrase "within 45 days after the end of each month" in such subsection and replacing said phrase with the phrase "within 45 days after the end of each of the first, second, fourth, fifth, seventh, eighth, tenth and eleventh months of each fiscal year of the Company". 3. Subsection 7.01(h) of the Loan Agreement is hereby amended by deleting the phrase "as soon as available after the end of each fiscal quarter of the Company, and in any event within 60 days after the end of each such fiscal quarter" in such subsection and replacing said phrase with the phrase "as soon as available after the end of each fiscal quarter of the Company, and in any event within 60 days after the end of each of the first three fiscal quarters of the Company and within 120 days after the end of the fourth fiscal quarter of the Company". 4. Subsection 7.01(h) of the Loan Agreement is hereby further amended by deleting the word "and" immediately before clause (iv) in such subsection and replacing said word with a comma. 5. Subsection 7.01(h) of the Loan Agreement is hereby further amended by inserting the following clause (v) immediately before the semi-colon at the end of such subsection: and (v) a written confirmation of the make and model, manufacturer's serial number and United States registration number of each Aviation Unit constituting a portion of the Aircraft, the month and year of purchase of each such Aviation Unit and the parish (or county) and state (or, if such Aviation Unit shall at the time be situated outside the United States, the country and province) of the current location of each thereof. 6. Subsection 7.01(j) of the Loan Agreement is hereby amended by deleting the phrase "within 45 days after the end of each month" in such subsection and replacing said phrase with the phrase "within 45 days after the end of each of the first, second, fourth, fifth, seventh, eighth, tenth and eleventh months of each fiscal year of the Company, within 60 days after the end of each of the first three fiscal quarters of the Company and within 120 days after the end of each fiscal year of the Company". 7. Section 8.01 of the Loan Agreement is hereby amended by deleting clauses (b) and (c) in such section and replacing said clauses with the following clauses (b), (c) and (d): (b) $72,000,000 at the end of each fiscal quarter of the Company during the period from and including July 31, 1993, to and including April 29, 1994, (c) $74,600,000 at the end of the fiscal quarter of the Company ending April 30, 1994, and (d) at the end of each fiscal quarter thereafter, an amount equal to the greater of (i) $74,600,000, or (ii) the sum of $74,600,000 plus 50% of Consolidated Net Income for the period commencing on May 1, 1994 and terminating at the end of the fiscal quarter most recently ended. 8. Section 8.04 of the Loan Agreement is hereby amended by deleting clauses (b) and (c) in such section and replacing said clauses with the following clauses (b) and (c): (b) for any such period of four consecutive fiscal quarters ending during the period from and including February 1, 1994, to and including April 30, 1994, 1.20, and (c) for any such period of four consecutive fiscal quarters ending on or after May 1, 1994, 1.15. 9. Each reference in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import referring to the Loan Agreement, and each reference in the Notes, the Security Documents and any other documents or instruments executed in connection with the Loan Agreement to the "Loan Agreement," "thereunder," "thereof" or words of like import referring to the Loan Agreement shall mean and be a reference to the Loan Agreement as amended hereby. 10. Except as specifically amended or waived by this Amendment, the Loan Agreement shall remain in full force and effect and is in all respects hereby ratified and confirmed, and the execution, delivery and performance of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent or any Bank under the Loan Agreement or the Notes and all of the rights and powers created thereby or thereunder shall be and remain in full force and effect. 11. 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 the execution of this Amendment the Company 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. 12. 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. 13. 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: (a) an Officers' Certificate of the Company with directors' resolutions attached; and (b) a counterpart of this Amendment executed by the Company, and (ii) the delivery to the Agent of counterparts of this Amendment executed by each of the Banks. 14. 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. 15. 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 Banks, and with respect to advising each Bank 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 or resulting from any delay in paying or omission to pay such taxes or fees. 16. 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; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. 17. THIS AMENDMENT SHALL BE INTERPRETED AND GOVERNED BY, AND THE RIGHTS, OBLIGATIONS AND LIABILITIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) AND JUDICIAL DECISIONS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAW. This Amendment shall be binding upon the Company, the Agent and the Banks and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused this Third 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: __________________ Name: __________________ Title: __________________ NATIONSBANK OF TEXAS, N.A., individually and as Agent By: __________________ Name: __________________ Title: __________________ WHITNEY NATIONAL BANK By: __________________ Name: __________________ Title: __________________ EX-7 6 PETROLEUM HELICOPTERS, INC. FOURTH AMENDMENT AND LIMITED WAIVER TO AMENDED AND RESTATED LOAN AGREEMENT This FOURTH AMENDMENT AND LIMITED WAIVER TO AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") is dated as of October 25,1994 and entered into among Petroleum Helicopters, Inc., a Delaware corporation (the "Company"), Petroleum Helicopters, Inc., a Louisiana corporation ("PHI-Louisiana"), 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"), and is made with reference to that certain Amended and Restated Loan Agreement originally made as of January 31, 1986, as amended and restated in its entirety as of July 9, 1993 and as further amended by that certain First Amendment to Amended and Restated Loan Agreement, dated as of October 31, 1993, that certain Second Amendment to Amended and Restated Loan Agreement, dated as of April 15, 1994 and that certain Third Amendment to Amended and Restated Loan Agreement, dated as of July 31, 1994 (such Loan Agreement, as amended and restated as aforesaid and as the same may be further amended from time to time, being hereinafter referred to as the "Loan Agreement"), among the Company, the Banks and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Loan Agreement. RECITALS WHEREAS, the Company has requested that (i) the Banks waive compliance with certain covenants set forth in the Loan Agreement to permit (a) the Company to enter into and to consummate the merger contemplated by a certain Merger Agreement, dated as of August 25, 1994, among the Company and PHI-Louisiana, which provides for, among other things, the merger of the Company with and into PHI-Louisiana (such Merger Agreement, the "Merger Agreement", and the merger contemplated therein, the "Merger"), (b) Petroleum Helicopter de Bolivia, Incorporated, a Delaware corporation ("PHB-Delaware"), a subsidiary, to merge with and into Petroleum Helicopter de Bolivia, Incorporated, a Louisiana corporation ("PHB-Louisiana") (such merger, the "PHB Merger"), and (c) International Helicopters Transport, Inc., a Delaware corporation ("IHT-Delaware"), a subsidiary, to merge with and into International Helicopters Transport, Inc., a Louisiana corporation ("IHT-Louisiana") (such merger, the "IHT Merger"), and (ii) that the Banks amend certain references in the Loan Agreement to the State of the Company's incorporation. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: Section 1. LIMITED WAIVER AND CONSENT. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties of the Company herein contained, the Banks hereby (i) consent to (a) the Merger of the Company with and into PHI-Louisiana pursuant to the terms and conditions set forth in the Merger Agreement, (b) the PHB Merger, and (c) the IHT Merger, and (ii) waive compliance, on and after the date hereof by the Company with the provisions of Sections 8.09 and 8.14 of the Loan Agreement to the extent and only to the extent necessary to permit consummation of (a) the Merger of the Company with and into PHI-Louisiana pursuant to the terms and conditions set forth in the Merger Agreement, (b) the PHB Merger, and the IHT Merger. Section 2. CONDITIONS TO EFFECTIVENESS Section 1 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "Waiver Effective Date"): A. The Agent shall have received from PIE- Louisiana an executed Assumption Agreement in the form of Exhibit A hereto (the "Assumption Agreement"); B. The Banks shall have received the legal opinions of one or more counsel to PHI-Louisiana reasonably acceptable to the Agent, which opinions shall be in form, scope and substance satisfactory to the Agent, and in forms attached hereto as Exhibits B, C and D, respectively, to the effect that (i) PHI- Louisiana is duly incorporated and existing in good standing under the laws of Louisiana, (ii) the execution, delivery and performance by PHI-Louisiana of the Assumption Agreement have been duly authorized by all necessary corporate action and that the Assumption Agreement is legally binding and enforceable against PHI-Louisiana in accordance with its terms, (iii) the Merger has become effective and, by operation of law, all of the property and assets of the Company are deemed to have been transferred to, and vested in PHI-Louisiana, and PHI-Louisiana has become responsible for all of the liabilities and obligations of the Company, including all Security Interests, Liens and obligations granted or otherwise undertaken by the Company for the benefit of the Agent and the Banks under the Loan Agreement, each Note, and the Security Documents, and such Security Interests, Liens and obligations continue as valid, enforceable and subsisting Security Interests, Liens and obligations against PHI-Louisiana to the full extent such documents were binding upon the Company immediately prior to the effective time of the Merger, and (iv) except as set forth therein, no recordings, registrations or filings, and no re-recordations, re-registrations, re-filings or any other actions, are made necessary by the Merger in order to preserve and protect the rights of the Agent and the Banks under the Loan Agreement, each Note, the Security Documents and the perfection of the Security Interests, Liens and obligations referred to above; C. On or before the Waiver Effective Date, the Agent shall have received a copy of the Merger Agreement, or certificate in lieu thereof, filed with the Secretary of State of the State of Louisiana and a copy of a Certificate of Merger issued by the Secretary of State of the State of Louisiana evidencing that the Merger has become effective; D. The Agent shall have received a certificate of the president or a vice president and of the secretary or an assistant secretary of the Company certifying, inter alia, (i) true and correct copies of resolutions adopted by the Board of Directors of the Company (A) authorizing the execution, delivery and performance by the Company of this Amendment and the Merger Agreement, (B) approving the forms of this Amendment and the Merger Agreement and (C) authorizing officers of the Company to execute and deliver this Amendment and the Merger Agreement and any related documents, and (ii) the incumbency and specimen signatures of the officers of the Company executing any documents on behalf of the Company; E. The Agent shall have received a certificate of the president or a vice president and of the secretary or an assistant secretary of PHI-Louisiana certifying, inter alia, (i) true and correct copies of resolutions adopted by the Board of Directors of PHI-Louisiana (A) authorizing the execution, delivery and performance by PHI-Louisiana of the Merger Agreement and the Assumption Agreement, (B) approving the forms of the Merger Agreement and the Assumption Agreement and (C) authorizing officers of PHI-Louisiana to execute and deliver the Merger Agreement and the Assumption Agreement and any related documents, (ii) the incumbency and specimen signatures of the officers of PHI-Louisiana executing any documents on behalf of PHI-Louisiana and (iii) the absence of any proceedings for the dissolution or liquidation of PHI-Louisiana; and Section 3. AMENDMENT TO LOAN AGREEMENT As of the effective date of the Merger, Section 5.01 of the Loan Agreement is hereby amended by deleting the phrase "The Company is a Delaware corporation" from the second sentence of such Section and replacing said phrase with the phrase "The Company is a Louisiana corporation". Section 4.COMPANY'S REPRESENTATIONS AND WARRANTIES In order to induce Agent and the Banks to enter into this Amendment the Company and PHI-Louisiana jointly and severally represent and warrant to the Agent and the Banks that immediately prior to the effectiveness of the Merger, and PHI-Louisiana also represents and warrants to Agent and the Banks that immediately upon and subsequent to the effectiveness of the Merger, the following statements are true, correct and complete (as used hereinafter in this Section 4, the "Company" shall refer to both Petroleum Helicopters, Inc., a Delaware corporation, and PHI- Louisiana): A. Corporate Power and Authority. The Company has all requisite corporate power and authority to enter into this Amendment and the Merger Agreement and to carry out the transactions contemplated by, and to perform its obligations under, the Loan Agreement, as modified by this Amendment (the "Modified Agreement"), and the Merger Agreement. B. Authorization of Agreements. The execution and delivery of this Amendment and the Merger Agreement and the performance of the Modified Agreement and the Merger Agreement have been duly authorized by all necessary corporate action on the part of the Company. C. No Conflict. The execution and delivery by the Company of this Amendment and the Merger Agreement, the performance by the Company of the Modified Agreement and the consummation by the Company of the transactions contemplated by the Merger Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Company or any Subsidiary, the Certificate or Articles of Incorporation or Bylaws of the Company or any Subsidiary or any order, judgment or decree of any court or other agency of government binding on the Company or any Subsidiary, (ii) after giving effect to the waiver set forth in Section 1 hereof, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any contractual obligation of the Company or any Subsidiary, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company or any Subsidiary, or (iv) require any approval of stockholders or any approval or consent of any person (as that term is defined in the Loan Agreement) under any contractual obligation of the Company or any Subsidiary, except for such approvals or consents which have been obtained on or before the Waiver Effective Date and disclosed in writing to the Agent and the Banks. D. Governmental Consents. The execution and delivery by the Company of this Amendment and the Merger Agreement and the performance by the Company of the Modified Agreement and the Merger Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body. E. Binding Obligation. This Amendment has been duly executed and delivered by the Company and the Modified Agreement is the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. F. Incorporation of Representations and Warranties From Loan Agreement. The representations and warranties contained in Sections 5.01 through 5.17, inclusive, of the Loan Agreement, as modified hereby, are and will be true, correct and complete in all material respects on and as of the Waiver Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date, and except as disclosed on Schedule I hereto. G. Absence of Default. After giving effect to this Amendment, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default. Prior to giving effect to the waivers set forth in Section 1 above, no event has occurred and is continuing that would constitute an Event of Default or Default. Section 5. MISCELLANEOUS A. Reference to and Effect on the Loan Agreement and the Security Documents; Limitation of Waivers. (1) On and after the Waiver Effective Date, each reference in the Loan Agreement to "this Agreement", "hereunder", "hereof', "herein" or words of like import referring to the Loan Agreement, and each reference in the Security Documents to the "Loan Agreement", "thereunder", "thereof" or words of like import referring to the Loan Agreement shall mean and be a reference to the Modified Agreement. (2) Except as specifically waived hereby, the Loan Agreement and the Security Documents shall remain in full force and effect and are hereby ratified and confirmed, and the execution, delivery and performance of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent or any Bank under the Loan Agreement. Without limiting the generality of the foregoing, the waiver set forth in Section 1 above shall be limited precisely as written and shall relate only to the Company's noncompliance with Sections 8.09 and 8.14 of the Loan Agreement to the extent and only to the extent necessary to permit the Merger of the Company with and into PHI-Louisiana pursuant to the terms and conditions of the Merger Agreement, the PHB Merger and the IHT Merger, and nothing in this Amendment shall be deemed (a) to constitute a waiver of compliance by the Company with respect to any other provision or condition of the Loan Agreement or (b) to prejudice any right or remedy that the Agent or any Bank may now have (except to the extent such right or remedy was based upon existing defaults that will not exist after giving effect to this Amendment) or may have in the future under or in connection with the Loan Agreement or any other instrument referred to therein. B. Fees and Expenses. 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 Banks). 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 or resulting from any delay in paying or omission to pay such taxes or fees. C. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. Applicable Law. This Amendment SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. E. Counterparts; Effectiveness. 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 an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Upon the satisfaction of the conditions set forth in Section 2, this Amendment shall be deemed effective as of the date hereof. F. FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE LOAN AGREEMENT, EACH NOTE. THE COLLATERAL MORTGAGE NOTE (PARTS). EACH SECURITY DOCUMENT AND ALL OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. EX-8 7 FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") is being entered into as of the 31st day of October, 1994, by and among PETROLEUM HELICOPTERS, INC., a Louisiana corporation (successor by merger to Petroleum Helicopters, Inc., a Delaware 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 Amended and Restated Loan Agreement, originally made as of January 31, 1986, as amended and restated in its entirety as of July 9, 1993, and as further amended by that certain First Amendment to Amended and Restated Loan Agreement, dated as of October 31, 1993, that certain Second Amendment to Amended and Restated Loan Agreement, dated as of April 15, 1994, that certain Third Amendment to Amended and Restated Loan Agreement, dated as of July 31, 1994, and that certain Fourth Amendment and Limited Waiver to Amended and Restated Loan Agreement, dated as of October 25, 1994 (such Loan Agreement, as amended and restated as aforesaid 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) In exchange for an advantageous restructuring of lease arrangements between the Company and Fleet Credit Corporation, ("Fleet"), Fleet has requested that the Company grant Fleet a Lien on one Aviation Unit with a value equal to or less than $950,000 and which does not constitute a portion of the Aircraft. (3) The Company, the Banks, and the Agent now wish to amend the Loan Agreement to provide, among other things, that the contemplated Lien in favor of Fleet be a Permitted Lien, as well as to provide for the extension of the Revolving Credit Termination Date to October 31, 1996, the extension of the Conversion Date to October 31, 1996, the extension of the Capital Loan Termination Date to October 31, 2001, and the modification of the Applicable Prime Rate and the LIBOR Margin. 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 hereby amended by deleting the definition of "Applicable Prime Rate" therein in its entirety, and replacing said definition with the following definition: "Applicable Prime Rate" shall mean in respect of any Prime Rate Borrowing a fluctuating rate per annum (based on a year of 365 or 366 days, as the case may be, and actual days elapsed) equal to the sum of the Prime Rate plus (i) 0.25% per annum for so long as the Leverage Ratio is greater than 5.25, or (ii) 0% per annum for so long as the Leverage Ratio less than or equal to 5.25. 2. Section 1.01 of the Loan Agreement is hereby further amended by deleting the date October 31, 1995 from the definition of "Conversion Date" therein and replacing said date with the date October 31, 1996. 3. Section 1.01 of the Loan Agreement is hereby further amended by deleting the definition of "LIBOR Margin" therein in its entirety and replacing said definition with the following definition: "LIBOR Margin" means a rate per annum equal to (i) 2.50% per annum for so long as the Leverage Ratio is greater than 5.25, (ii) 2.25% per annum for so long as the Leverage Ratio is greater than 4.75 but less than or equal to 5.25, or (iii) 2.00% for so long as the Leverage Ratio is less than or equal to 4.75. 4. Section 2.01 of the Loan Agreement is hereby amended by deleting the date October 31, 2000, in subsection (b) thereof and replacing said date with the date October 31, 2001. 5. Section 2.02 of the Loan Agreement is hereby amended by deleting the date October 31, 1995, in subsection (a) thereof and replacing said date with the date October 31, 1996. 6. Section 8.05 of the Loan Agreement is hereby amended by (i) deleting the word "and" at the end of subsection (f) thereof; (ii) deleting the period at the end of subsection (g) thereof and replacing said period with a semi-colon followed by the word "and"; and (iii) by adding the following subsection immediately after subsection (g) therein: (h) a lien in favor of Fleet Credit Corporation, solely with respect to a single Aviation Unit to be identified by the Company to the Agent on or before December 31, 1994, not constituting a portion of the Aircraft, provided, however, that the value of said Aviation Unit, including its engine, shall not exceed $950,000, said value to be determined in the manner provided herein for the determination of "Appraised Value," notwithstanding that the subject Aviation Unit does not constitute a portion of the Aircraft. 7. Exhibit A to the Loan Agreement is hereby amended by deleting said exhibit in its entirety and replacing said exhibit with Exhibit A attached hereto. 8. Exhibit B to the Loan Agreement is hereby amended by deleting said exhibit in its entirety and replacing said exhibit with Exhibit B attached hereto. 9. 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. 10. 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. 11. 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 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. 12. 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. 13. This Amendment will be effective upon (i) the Company's delivery to the Agent, for the account of the Banks, of the following items: (a) a counterpart of this Amendment executed by the Company; (b) opinions of counsel to the Company in form and substance acceptable to the Banks (it being agreed that such opinions, insofar as they address the enforceability of this Amendment or the Notes to be delivered in connection herewith, may be conditioned upon approval thereof by the Board of Directors of the Company); (c) three original Capital Loan Notes, each dated as of the date hereof, in substantially the form of Exhibit A attached hereto with the blanks appropriately filled, payable to the order of the Banks, and the face amount of each Bank's Ratable Share of the Capital Loan Commitment, respectively, and each executed by the Company, and (d) three original Revolving Credit Notes, each dated as of the date hereof, in substantially the form of Exhibit B attached hereto with the blanks appropriately filled, payable to the order of the Banks, and in the face amount of each Bank's Ratable Share of the Revolving Credit Commitment, respectively, and each executed by the Company; and (ii) the delivery to the Agent of counterparts of this Amendment executed by each of the Banks, provided, however, that Paragraphs 1, 2, 3, 4, 5, 7 and 8 of this Amendment will become ineffective in all respects, such ineffectiveness to be retroactive to October 31, 1994, unless the Company delivers to the Agent, for the account of the Banks, an Officer's Certificate of the Company with directors' resolutions ratifying this Amendment and the transactions contemplated by this Amendment attached, in form and substance acceptable to the Banks, on or before January 15, 1995. 14. 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. 15. 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 Banks, and with respect to advising each Bank 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 or resulting from any delay in paying or omission to pay such taxes or fees. 16. 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. 17. 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. 18. FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE LOAN AGREEMENT, EACH NOTE. THE COLLATERAL MORTGAGE NOTE (PARTS). EACH SECURITY DOCUMENT AND ALL OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH. REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. -----END PRIVACY-ENHANCED MESSAGE-----