AGREEMENT OF MERGER
AGREEMENT OF MERGER ("Agreement") dated as of August 25, 1994 by and between Petroleum
Helicopters, Inc., a Delaware corporation ("PHI Delaware") and Petroleum Helicopters, Inc., a Louisiana
corporation ("PHI Louisiana"). PHI Delaware and PHI Louisiana are hereinafter sometimes collectively referred
to as the "Constituent Corporations."
WHEREAS, PHI Delaware, as the sole shareholder of PHI Louisiana, desires to effect a merger of PHI
Delaware with and into PHI Louisiana pursuant to the provisions of the General Corporation Law of the State of
Delaware (the "DGCL") and the Louisiana Business Corporation Law (the "LBCL");
WHEREAS, the respective Boards of Directors of PHI Delaware and PHI Louisiana have determined that it is
advisable and in the best interests of their respective corporations that PHI Delaware merge with and into PHI
Louisiana upon the terms and subject to the conditions herein provided, and have, by resolutions duly adopted,
approved this Agreement and authorized it to be executed by the undersigned officers and directed that it be
submitted to a vote of the stockholders of PHI Delaware and the sole stockholder of PHI Louisiana;
WHEREAS, the merger of the Constituent Corporations is intended to be a reorganization as defined in Section
368 of the Internal Revenue Code of 1986, as amended, and this Agreement constitutes a plan of reorganization.
In consideration of the mutual agreements herein contained and for other good and valuable consideration, the
parties agree that PHI Delaware shall be merged with and into PHI Louisiana and that the terms and conditions
of the merger, the mode of carrying the merger into effect, the manner of converting the shares of the Constituent
Corporations and certain other provisions relating thereto shall be as hereinafter set forth.
ARTICLE 1. The Merger
1.1 Merger. (a) Subject to receipt of the approvals of this Agreement specified in Section 3.1 hereof, and in
accordance with the DGCL and the LBCL, at th