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
30th day of November, 1998, by and among PETROLEUM
HELICOPTERS, INC., a Louisiana corporation (the "Company"),
NATIONSBANK OF TEXAS, N.A., a national banking association
("NationsBank"), WHITNEY NATIONAL BANK, a national banking
association ("Whitney"), BANK ONE, LOUISIANA, N.A., a
national banking association ("Bank One" (as successor by
merger to 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, NationsBank, Whitney, FNBC
and the Agent have entered into that certain Loan Agreement,
originally dated as of January 31, 1986, as amended and
restated in its entirety as of March 31, 1997, and as
amended by that certain First Amendment to Amended and
Restated Loan Agreement, dated as of December 31, 1997 (such
Loan Agreement, as so amended and restated and as the same
may be further amended from time to time, being hereinafter
referred to as the "Loan Agreement"). Terms used herein,
unless otherwise defined herein, shall have the meanings set
forth in the Loan Agreement.
(2) FNBC has merged with and into Bank One.
(3) The Company, the Banks and the Agent now
wish to amend the Loan Agreement to provide, among other
things, (a) for a conversion of $7,000,000 of principal
amount of the Revolving Credit Loans outstanding to
$7,000,000 principal outstanding of Term Loans, (b) for an
extension of the Conversion Date and the Termination Date
with respect to Revolving Credit Loans under the Loan
Agreement and (c) for a change in the principal payment
dates and principal payment amounts with respect to Term
Loans under the Loan Agreement to reflect the increase in
principal amount of Term Loans outstanding and the extension
of the Termination Date of the Term Loans.
NOW, THEREFORE, in consideration of the premises
and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the
Company, the Banks and the Agent hereby agree as follows:
1. Section 1.01 of the Loan Agreement is
amended by adding the following definitions after the
definition of 1988 Loan Agreement:
"1997 Term Loan" shall have the meaning set
forth in Section 2.01(a).
"1997 Term Loan Note" shall have the meaning
set forth in Section 2.01(a).
2. The definition of "Conversion Date" in
Section 1.01 of the Loan Agreement is hereby amended in its
entirety to read as follows:
"Conversion Date" shall mean
October 31, 2000.
3. The definition of "Termination Date" in
Section 1.01 of the Loan Agreement is hereby amended in its
entirety to read as follows:
"Termination Date", in the case of
the Term Loans, shall have the meaning
given such term in Subsection 2.01(b)
and, in the case of the Revolving Credit
Loans, shall mean October 31, 2005.
4. Section 2.01(a) of the Loan Agreement is
hereby amended in its entirety to read as follows:
(i) Upon the terms and
conditions set forth in this Agreement as
then in effect, each Bank agreed,
effective as of March 31, 1997, to renew,
modify and extend the loans made by it to
the Company pursuant to the Prior Amended
and Restated Loan Agreement and converted
$40,000,000 of such loans to principal
outstanding under a term facility (the
"1997 Term Loans"). After giving effect
to the foregoing, each Bank's 1997
Term Loan was evidenced by a Term Loan
Note (a "1997 Term Loan Note"), payable to
the order of such Bank in installments and
bearing interest payable ( as provided in
therein and in this Agreement, as then in
effect.) The conversion of the
indebtedness due to each Bank under the
loans made to the Company pursuant to the
Prior Amended and Restated Loan Agreement
into the 1997 Term Loans did not effect a
novation of, but was, to the fullest
extent applicable, in modification,
renewal, extension, rearrangement and
replacement of, the loans made by the
Banks to the Company pursuant to the Prior
Amended and Restated Loan Agreement.
(ii) Upon the terms and
conditions set forth in this Agreement, as
of November 30, 1998, each Bank has agreed
to, and does hereby, renew, modify and
extend its Ratable Share of the
$33,000,000 principal amount of the 1997
Term Loans outstanding as of such and to
convert its Ratable Share of the
$7,000,000 of the aggregate principal
amount of the Revolving Credit Loans
outstanding as of such date to $7,000,000
principal outstanding under the term
facility of this Agreement. The
$40,000,000 aggregrate principal amount of
term loans resulting from such renewal,
modification and extension, and from such
conversion, are herein referred to as the
"Term Loans". After giving effect to the
foregoing, each Bank's Term Loan shall be
evidenced by a Term Loan Note, which shall
replace the 1997 Term Loan Note held by
such Bank and shall be payable to the
order of such Bank in installments and
bearing interest payable (except as
otherwise provided in Article 3 of this
Agreement) on each Interest Payment Date
and on the date when such Term Loan is
paid in full at the rate or rates set
forth in Section 2.04 of this Agreement.
The conversion of each Bank's Ratable
Share of the $7,000,000 aggregate
principal amount of Revolving Credit Loans
made to the Company pursuant to this
Agreement prior to November 30, 1998 into
an equal principal amount of Term Loans
hereunder shall not effect a novation of,
but shall be, to the fullest extent
applicable, in modification, renewal,
extension, rearrangement and replacement
of, such Revolving Credit Loans made by
the Banks to the Company pursuant to this
Agreement. Such conversion shall not
result in a reduction in the Commitment
of any Bank
5. Section 2.01(b) of the Loan Agreement is
hereby amended in its entirety to read as follows:
The aggregate principal amount of
the Term Loans shall be payable in
quarterly installments each in an amount
equal to (i) for all quarterly
installments prior to November 10, 2005
(the "Termination Date"), $1,000,000 and
(ii) for the quarterly installment due
on the Termination Date, $13,000,000,
which quarterly installments shall be
payable on the tenth day of each
February, May, August and November of
each year commencing February 10, 1999
and ending on the first such date on
which the aggregate unpaid principal
amount of the Term Loans shall be paid
in full by reason of quarterly
installments paid as aforesaid and any
prepayments made pursuant to Article 3
or otherwise (but in any event no later
than the Termination Date).
6. Subsection 2.02(b) of the Loan Agreement
is amended by deleting "January 31, 2000" and replacing it
with "January 31, 2001".
7. Exhibit A-1 to the Loan Agreement is
hereby deleted and replaced by Exhibit A-1 attached hereto.
8. 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 to date. Unless otherwise indicated, terms used
in this Amendment have the same meanings herein as in the
Loan Agreement.
9. The Loan Agreement, as amended to date,
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.
10. 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.
11. 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 amended to date, and all obligations of the
Company in respect of Swap Agreements.
12. 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;
(b) the favorable signed opinion of counsel to the Company
satisfactory to the Agent and addressing the due
authorization of this Second Amendment and the Term Loan
Notes by the Company, the enforceability of the Loan
Agreement, the Term Loan Notes and the Revolving Credit
Notes as amended by this Second Amendment and such other
matters as the Agent may reasonably request;
(c) the favorable signed opinion of special Federal
Aviation Act counsel to the Company satisfactory to the
Agent and addressing whether any filing with the Federal
` Aviation Administration is required in order to give
effective notice to third parties that the security interest
in the Aircraft, the Engines and the Spare Parts created by
the Security Agreement, as amended and restated, secures the
Term Loan Notes and the Revolving Credit Notes as renewed,
extended or otherwise modified by this Second Amendment, and
such other matters as the Agent may reasonably request;
(d) a counterpart of this Second Amendment executed by the
Company; and
(e) a Term Loan Note payable to the order of each
Bank in the principal amount of its Ratable Share of
$40,000,000; and
(ii) the delivery to the Agent of counterparts of this
Amendment executed by each of the Banks.
13. 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.
14. The Company agrees to pay on demand all
reasonable costs and expenses of the Banks in connection
with the preparation, reproduction, execution, and delivery
of this Amendment and the other instruments and documents to
be delivered hereunder (including the reasonable fees and
out-of-pocket expenses of counsel for the Agent, and with
respect to advising the Agent as to its rights and
responsibilities under the Loan Agreement, as hereby to
date). In addition, the Company shall pay any and all stamp
and other taxes and fees payable or determined to be payable
in connection with the execution and delivery, filing, or
recording of this Amendment and the other instruments and
documents to be delivered hereunder, and agrees to save each
Bank harmless from and against any and all liabilities with
respect to and resulting from any delay in paying or
omission to pay such taxes or fees.
15. 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.
16. 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.
17. FINAL AGREEMENT. THIS SECOND AMENDMENT
TOGETHER WITH THE FIRST AMENDMENT, THE LOAN AGREEMENT, THE
NOTES, THE SECURITY DOCUMENTS AND ANY OTHER DOCUMENTS OR
INSTRUMENTS EXECUTED IN CONNECTION WITH THE LOAN AGREEMENT
REPRESENT 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.
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.,
individually and as Agent
By:
Name:
Title:
WHITNEY NATIONAL BANK
By:
Name:
Title:
BANK ONE, LOUISIANA, N.A.
By:
Name:
Title:
