0001193125-12-451924 Sample Contracts

CONSULTANT AGREEMENT
Consultant Agreement • November 5th, 2012 • Phi Inc • Air transportation, nonscheduled • Louisiana

THIS CONSULTANT AGREEMENT (the “Agreement”) is made and entered into by and between PHI, Inc., a Louisiana corporation, with offices at 2001 S.E. Evangeline Thruway, Lafayette, Louisiana 70508 (the “Company”) and Michael J. McCann, an individual having an address at 105 Berwick Circle, Lafayette, LA 70508, (the “Consultant”), to be effective the weekday date immediately following his retirement from PHI in 2012 (the “Effective Date”).

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AGREEMENT, RELEASE AND WAIVER This Agreement, Release and Waiver (“Agreement”) is entered into by and between PHI, Inc. (“PHI”) And Michael J. McCann, Employee No. 1739 (“EMPLOYEE”)
Agreement, Release and Waiver • November 5th, 2012 • Phi Inc • Air transportation, nonscheduled • Louisiana

PHI and the EMPLOYEE mutually agree to a severance of the EMPLOYEE’s employment with PHI pursuant to and subject to the terms of this Agreement. You are advised to consult an attorney before signing this Agreement.

FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • November 5th, 2012 • Phi Inc • Air transportation, nonscheduled

This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “Fifth Amendment”), dated and effective as of September 28, 2012 (the “Effective Date”), is by and among Whitney Bank, a Louisiana state chartered bank, (“Bank”), PHI Inc., formerly named Petroleum Helicopters, Inc. (hereinafter referred to as “PHI”), PHI Air Medical, L.L.C., successor to Air Evac Services, Inc., PHI Tech Services, Inc., formerly named Evangeline Airmotive, Inc., and International Helicopter Transport, Inc., (individually, collectively and interchangeably, the “Subsidiary Guarantors”).

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