PETROLEUM HELICOPTERS INC
1ST AMEND. TO 2ND AMENDED/RESTATED LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>3
<FILENAME>d95218ex10-10.txt
<DESCRIPTION>1ST AMEND. TO 2ND AMENDED/RESTATED LOAN AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.10

                 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
                        LOAN AGREEMENT AND LIMITED WAIVER


         THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT AND
LIMITED WAIVER (this "Amendment") is entered into as of January 30, 2002, by and
among PETROLEUM HELICOPTERS, INC., a Louisiana corporation (the "Borrower"), the
Banks (as such term is defined in the hereinafter described Loan Agreement)
parties to this Amendment, and BANK OF AMERICA, N.A., as Agent for the Banks (in
such capacity, the "Agent").

                                   RECITALS:

         A. The Borrower is a party to a Second Amended and Restated Loan
Agreement dated as of July 3, 2001 (as the same may be amended, modified,
restated, supplemented, renewed, extended, increased, rearranged and/or
substituted from time to time, the "Loan Agreement") among the Borrower, the
Agent, the Issuing Bank (as defined therein), and the several Banks from time to
time parties thereto. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Loan Agreement.

         B. Pursuant to Section 6.02(l) of the Loan Agreement, the Borrower is
required to deliver to the Agent and each Bank, contemporaneously with the
delivery of its financial statements for the third fiscal quarter of each fiscal
year, (i) a copy of a pro forma consolidated balance sheet of the Borrower and
the Consolidated Subsidiaries for the next succeeding fiscal year, and (ii) pro
forma consolidated statements of earnings, stockholders' equity and cash flows
for the Borrower and the Consolidated Subsidiaries for the next succeeding
fiscal year (collectively, the "Pro Forma Financial Projections").

         C. The Borrower has delivered its financial statements of the third
fiscal quarter of its 2001 fiscal year, but has not delivered the Pro Forma
Financial Projections for its 2002 fiscal year and has requested that the Banks
waive the Event of Default arising from such noncompliance with Section 6.02(l)
(the "Current Event of Default").

         D. The Borrower has also requested that the Banks amend the Loan
Agreement to, among other things, (i) extend the Conversion Date of the
revolving loans thereunder and (ii) extend the Revolving Loan Maturity Date.

         E. The Banks parties to this Amendment (which Banks are all of the
Banks currently parties to the Loan Agreement) are willing to waive the Current
Event of Default and agree to such amendment, subject to the terms and
conditions set forth herein, and in reliance upon the representations and
warranties of the Borrower, set forth herein.

         NOW, THEREFORE, in consideration of the premises and the covenants,
terms, conditions, representations and warranties herein contained, the parties
hereto hereby agree as follows:


<PAGE>
         SECTION 1. AMENDMENT TO LOAN AGREEMENT. Subject to the covenants, terms
and conditions set forth herein and in reliance upon the representations and
warranties of the Borrower herein contained, the Borrower, the Banks parties to
this Amendment (which Banks are all of the Banks currently parties to the Loan
Agreement), and the Agent hereby agree to amend the Loan Agreement, effective as
of the Amendment Effective Date (as hereinafter defined), as set forth below in
this Section 1.

         (a) AMENDMENTS TO DEFINITIONS. Section 1.01 of the Loan Agreement is
amended by deleting the existing definitions of the terms described in this
Section 1(a) below in their entirety and inserting the following definitions in
lieu thereof:

                    "Conversion Date" means January 31, 2003.

                    "Independent Appraiser" means (a) HeliValue$, Inc., so long
             as the same shall not be an Affiliate or have as an officer or
             director any Affiliate, an officer or director of the Borrower or
             an officer, director or partner of any Affiliate, or (b) such other
             Person who or which is neither an Affiliate, an officer or director
             of the Borrower nor an officer, director or partner of any
             Affiliate and which, if other than an individual, does not have as
             an officer, director or partner any Affiliate, an officer or
             director of the Borrower or an officer, director or partner of any
             Affiliate, if the same shall have been selected by the Borrower and
             shall be acceptable to the Requisite Banks; provided, however, that
             the Requisite Banks may for cause shown at any time and from time
             to time remove any Person serving as the Independent Appraiser
             hereunder by an instrument in writing delivered to the Borrower,
             such removal to become effective at the time (which shall be after
             the date of delivery of such instrument to the Borrower) designated
             in such instrument.

                    "Revolving Loan Maturity Date" means (a) January 31, 2004 or
             (b) such earlier date upon which the Revolving Credit Loans
             otherwise become due and payable in accordance with the terms of
             this Agreement.

                    "Swap Agreement" means (a) that certain Master Agreement
             dated as of March 31, 1997, between the Borrower and Bank of
             America (as successor by merger to NationsBank of Texas, N.A.), (b)
             any other interest rate protection agreement, interest rate futures
             contract, interest rate option, interest rate cap or other interest
             rate hedge arrangement, on terms and conditions satisfactory to the
             Requisite Banks at the inception of such interest rate protection
             agreement, interest rate futures contract, interest rate option,
             interest rate cap or other interest rate hedge arrangement, to or
             which Borrower is a party or a beneficiary, and (c) all schedules
             to the foregoing and confirmations thereunder, in each case, as the
             same may be further amended, modified, restated or supplemented
             (including, without limitation, amendments, modifications,
             restatements or supplements which have the effect of increasing the
             notional amount, liabilities or obligations thereunder).



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<PAGE>
         (b) AMENDMENT TO SECTION 2.02(a). Section 2.02(a) of the Loan Agreement
is amended by deleting it in its entirety and inserting the following in lieu
thereof:

                    "(a) Subject to the terms and conditions set forth in this
             Agreement, each Bank severally agrees (i) on the Effective Date to
             renew, modify and extend the revolving credit loans made by it to
             the Borrower pursuant to the Existing Loan Agreement and to convert
             such loans to principal outstanding under a revolving loan
             hereunder, and (ii) on any Business Day from and after the
             Effective Date, but prior to the Conversion Date, to make revolving
             credit loans pursuant to its Revolving Credit Commitment to the
             Borrower (each such loan renewed, modified and extended and each
             such loan made on or after the Effective Date, a "Revolving Credit
             Loan"); provided, however, that each Bank's Revolving Credit Loans
             and Pro Rata Share of Letter of Credit Usage shall not exceed at
             any one time the amount set forth opposite such Bank's name on
             Schedule 2.01 under the caption "Revolving Credit Commitment" (as
             the same may be reduced pursuant to Section 2.06 or otherwise from
             time to time modified pursuant to Section 10.01, its "Revolving
             Credit Commitment," and collectively for all Banks, the "Revolving
             Credit Commitments"); and provided, further, that at no time shall
             additional Revolving Credit Loans be made or Letter of Credit
             Actions be taken if, after giving effect to such proposed
             Extensions of Credit, the outstanding principal amount of the
             Revolving Credit Loans and Letter of Credit Usage would exceed the
             Borrowing Base. On the Conversion Date, the Revolving Credit
             Commitments of the Banks will no longer be revolving in nature, the
             Revolving Credit Loans will convert into a term facility and all
             Revolving Credit Loans repaid or prepaid may not be reborrowed.
             Within the foregoing limits and subject to the conditions set out
             in Section 4, the Borrower may obtain Borrowings of Revolving
             Credit Loans, repay or prepay such Revolving Credit Loans, and
             reborrow such Revolving Credit Loans. The conversion of the
             indebtedness due to each Bank with respect to loans made to the
             Borrower pursuant to the Existing Loan Agreement into Revolving
             Credit Loans under the terms of this Agreement, shall not effect a
             novation of, but shall be, to the fullest extent applicable, in
             modification, renewal, extension, rearrangement and replacement of,
             the loans made by the Banks to the Borrower pursuant to the
             Existing Loan Agreement."

         (c) AMENDMENT TO SECTION 2.02(b). Section 2.02(b) of the Loan Agreement
is amended by deleting it in its entirety and inserting the following in lieu
thereof:

                    (b) The principal of the Revolving Credit Loans shall be
             payable in quarterly installments each in an amount equal to 5% of
             the principal amount of Revolving Credit Loans outstanding as of
             the Conversion Date, which quarterly installments shall be payable
             on the last Business Day of each March, June, September, December,
             commencing on March 31, 2003, and ending on the first such date
             (after the Conversion Date) on which the aggregate unpaid principal
             amount of the Revolving Credit Loans shall be paid in full by
             reason of quarterly


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<PAGE>
             installments paid as aforesaid and any prepayments made pursuant
             to Section 2.05 or otherwise (but in any event no later than the
             Revolving Loan Maturity Date). If not sooner paid, Borrower agrees
             to pay the outstanding principal amount of each Revolving Credit
             Loan, together with accrued interest, on the Revolving Loan
             Maturity Date.

         (d) AMENDMENT TO SECTION 7.14(c). Section 7.14(c) of the Loan Agreement
is amended by deleting it in its entirety and inserting the following in lieu
thereof:

                    "(c) MODIFIED CASH FLOW COVERAGE.

                    Permit Modified Cash Flow Coverage for any four consecutive
             fiscal quarters of Borrower to be less than (a) for any such period
             of four consecutive fiscal quarters ending during the period from
             the Effective Date to and including June 30, 2001, 1.10, (b) for
             any such period of four consecutive fiscal quarters ending during
             the period from July 1, 2001 to and including December 31, 2001,
             1.25, (c) for any such period of four consecutive fiscal quarters
             ending during the period from January 1, 2002, to and including
             December 31, 2002, 1.40, and (d) for any such period of four
             consecutive fiscal quarters ending after December 31, 2002, 1.50."

         (e) AMENDMENT TO SECTION 7.22. Section 7.22 of the Loan Agreement is
amended by deleting the first two lines of the first sentence of such Section
and inserting in lieu thereof the phrase, "On or before June 15 in each calendar
year, commencing on June 15, 2002, to fail to deliver or cause the following to
be delivered to the Agent and each Bank:"

         SECTION 2. LIMITED WAIVER. Subject to the terms and conditions set
forth in this Amendment, and in reliance upon the representations and warranties
of the Borrower made herein, the Banks parties to this Amendment (which Banks
are all of the Banks currently parties to the Loan Agreement) hereby waive the
Event of Default caused by the Borrower's failure to provide the Pro Forma
Financial Projections for the 2002 fiscal year with its financial statements for
the fiscal quarter ended September 30, 2001, provided that the Borrower delivers
the Pro Forma Financial Projections to the Agent and each Bank by no later than
February 15, 2002.

Such waiver is limited to the extent and for the time period specifically set
forth in this Section 2 above and no other term, covenant or provision of the
Loan Agreement or any other Loan Document is intended to be waived hereby.

         SECTION 3. CONDITIONS PRECEDENT. The parties hereto agree that this
Amendment and the waiver and amendment to the Loan Agreement contained herein
shall not be effective until the satisfaction of each of the following
conditions precedent:

         (a) EXECUTION AND DELIVERY OF THIS AMENDMENT. The Agent shall have
received a copy of this Amendment executed and delivered by the Borrower, all of
the Banks now parties to the Loan Agreement and, for purposes of section 5(f) of
this Amendment, Air Evac Services, Inc., a Louisiana corporation (the
"Guarantor").



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<PAGE>

         (b) REPRESENTATIONS AND WARRANTIES. Each of the representations and
warranties made in this Amendment shall be true and correct on and as of the
Amendment Effective Date as if made on and as of such date, both before and
after giving effect to this Amendment.

         (c) FEES AND EXPENSES. The Agent shall have received an amendment fee
for the account of each Bank now party to the Loan Agreement in an amount equal
to the product of (x) 0.125%, multiplied by, (y) the amount of such Bank's
Revolving Credit Commitment as of the Amendment Effective Date. Each amendment
fee so received by the Agent shall be nonrefundable and shall be deemed to have
been earned in full by each Bank when this Amendment has been executed and
delivered to the Agent by such Bank, whether or not the Amendment Effective Date
occurs. In addition, the Borrower shall pay the estimated fees, costs and
out-of-pocket expenses incurred by counsel to the Agent in connection with the
preparation, negotiation, execution and delivery of this Amendment.

         SECTION 4. REPRESENTATIONS AND WARRANTIES. To induce the Agent and the
Banks parties hereto to enter into this Amendment and to agree to the waiver and
amendments contained herein, the Borrower represents and warrants to the Agent
and the Banks as follows:

         (a) AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by the Borrower of this Amendment have been duly authorized by all
necessary corporate action and do not and will not (i) contravene any term of
the Organizational Documents of the Borrower, (ii) conflict with or result in
any breach or contravention of, or the creation of any Lien under, any document
evidencing any Contractual Obligation to which the Borrower is a party or any
order, injunction, writ or decree of any Governmental Authority to which the
Borrower is a party or its property is subject, or (iii) violate or conflict
with, or result in a breach of, any applicable Laws, rules, or regulations of
any Governmental Authority.

         (b) GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
authorization or other action by, or notice to, or filing with or approvals
required under state blue sky securities laws or by any Governmental Authority
is necessary or required in connection with the execution, delivery, performance
or enforcement of this Amendment.

         (c) NO DEFAULT. Other than the Current Event of Default, no Default or
Event of Default exists under any of the Loan Documents. The Borrower is not in
default under or with respect to (i) its Organizational Documents or (ii) any
material Contractual Obligation of the Borrower. The execution, delivery and
performance of this Amendment shall not result in any default under any
Contractual Obligation of the Borrower in any respect.

         (d) BINDING EFFECT. This Amendment and the Loan Agreement as amended
hereby constitute the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles of general applicability.



                                       5
<PAGE>
         (e) REPRESENTATIONS AND WARRANTIES. Except to the extent rendered
inaccurate solely as a result of the Current Event of Default, the
representations and warranties set forth in the Loan Agreement and the other
Loan Documents are true and correct in all material respects on and as of the
Amendment Effective Date, both before and after giving effect to the amendments
contemplated in this Amendment, as if such representations and warranties were
being made on and as of the Amendment Effective Date.

         SECTION 5. MISCELLANEOUS

         (a) RATIFICATION AND CONFIRMATION OF LOAN DOCUMENTS. Except for the
specific waiver set forth in Section 2 above and the amendments expressly set
forth in Section 1 above, the terms, provisions, conditions and covenants of the
Loan Agreement and the other Loan Documents remain in full force and effect and
are hereby ratified and confirmed, and the execution, delivery and performance
of this Amendment shall not in any manner operate as a waiver of, consent to or
amendment of any other term, provision, condition or covenant of the Loan
Agreement or any other Loan Document. Without limiting the generality of the
foregoing, the waiver set forth in Section 2 of this Amendment shall be limited
precisely as set forth above, and nothing in this Amendment shall be deemed (i)
to constitute a waiver of compliance or consent to noncompliance to any other
term, provision, condition or covenant of the Loan Agreement or any other Loan
Document; (ii) to prejudice any right or remedy that the Agent or the Banks may
now have or may have in the future thereunder or in connection therewith; or
(iii) to constitute a waiver of compliance or consent to noncompliance with
respect to the terms, provisions, conditions and covenants of the Loan Agreement
made the subject hereof, other than as specifically set forth herein.

         (b) FEES AND EXPENSES. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Agent in connection with the preparation,
reproduction, execution, and delivery of this Amendment and any other documents
prepared in connection herewith, including, without limitation, the reasonable
fees and out-of-pocket expenses of counsel for the Agent.

         (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) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.

         (e) COUNTERPARTS AND AMENDMENT EFFECTIVE DATE. 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. This Amendment shall become
effective when (i) each of the conditions precedent set forth in Section 3 of
this Amendment have




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<PAGE>

been satisfied and (ii) the Agent has received counterparts of this Amendment
executed by the Borrower, the Guarantor and the Banks constituting Requisite
Banks (the "Amendment Effective Date").

         (f) AFFIRMATION OF GUARANTY AGREEMENT. Notwithstanding that such
consent is not required thereunder, the Guarantor hereby consents to the
execution and delivery of this Amendment by the parties hereto and reaffirms its
obligations under the Guaranty Agreement.

         (g) CONFIRMATION OF LOAN DOCUMENTS AND LIENS. As a material inducement
to the Banks to amend the Loan Agreement, the Borrower hereby (i) acknowledges
and confirms the continuing existence, validity and effectiveness of the Loan
Documents to which it is a party, including, without limitation, the Security
Documents and the Liens granted under the Security Documents, (ii) agrees that
the execution, delivery and performance of this Amendment shall in no way
release, diminish, impair, reduce or otherwise affect such Loan Documents
(except for the amendments to and waivers of the Loan Agreement provisions
expressly set forth herein) or Liens and (iii) acknowledges and agrees that the
Liens granted under the Security Documents secure payment of the Obligations
under the Loan Documents in the same priority as on the date such Liens were
created and perfected, and the performance and observance by the Borrower and
the other Borrower Parties of the covenants, agreements and conditions to be
performed and observed by each under the Loan Agreement, as amended hereby.

         (h) FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE LOAN AGREEMENT
AND OTHER LOAN DOCUMENTS, 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.


      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]



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<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers
effective as of the Amendment Effective Date.

                                    BORROWER:

                                    PETROLEUM HELICOPTERS, INC.


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


                                    AGENT AND BANKS:

                                    BANK OF AMERICA, N.A.,
                                    as Agent and as a Bank


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


                                    WHITNEY NATIONAL BANK,
                                    as a Bank


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


                                    BANK ONE, NA,
                                    as a Bank


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




<PAGE>
GUARANTOR (FOR PURPOSES OF SECTION 5(f) HEREOF):

AIR EVAC SERVICES, INC.


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


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