AMENDED AND RESTATED LOAN AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is being entered into as of June 30, 2000, by and among PETROLEUM HELICOPTERS, INC.,
a Louisiana corporation (the "Company"), BANK OF AMERICA, N.A., a national banking association (f/k/a
Bank of America National Trust and Savings Association, successor by merger to Bank of America, N.A., f/k/a
NationsBank, N.A., successor by merger to NationsBank of Texas, N.A. ("NationsBank") ("Bank of America"),
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 Bank of America as agent for the Banks (in such capacity, the "Agent").
(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, that certain Second Amendment to Amended and Restated Loan Agreement, dated as of November
30, 1998, and that certain Limited Waiver and Third Amendment to Amended and Restated Loan Agreement,
dated as of June 30, 1999 (such Loan Agreement, as so amended and restated and as the same may be further
amended from time to time, being hereinafter referred to as the "Loan Agreement"). Terms used herein, unless
otherwise defined herein, shall have the meanings set forth in the Loan Agreement.
(2) The Company has requested that the Banks agree to amend, and the Banks now wish to amend, subject to
the terms and conditions specified herein, Section 8.04 of the Loan Agreement as provided below.