EXHIBIT 10.22
FOURTH AMENDMENT
TO
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").
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, 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.
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. Pursuant to Section 12.02 of the Loan Agreement, the
Company and the Banks hereby agree that, effective as of the date
hereof, Section 8.04 of the Loan Agreement is hereby amended and
restated in its entirety to read as follows:
8.04 Modified Cash Flow Coverage. Permit Modified Cash
Flow Coverage for any four consecutive fiscal quarters of
the Company to be less than (a) for any such period of four
consecutive fiscal quarters ending during the period from
and including June 30, 2000 to and including December 31,
2000, 1.10 and (b) for any such period of four consecutive
fiscal quarters ending after December 31, 2000, 1.25.
2. Other than as specifically provided for herein, the
amendment provided for in Section 1 above shall not operate as a
consent to any other action, event or circumstance or as a waiver
or amendment of any right, power or privilege of the Banks under
the Loan Agreement or the Notes or of any other term or condition
of the Loan Agreement or the Notes nor shall the entering into
this Amendment preclude any of the Banks from refusing to enter
into any further consents, waivers or amendments with respect to
the Loan Agreement or the Notes.
3. 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.
4. 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.
5. The Company hereby represents that (a) after giving
effect to the amendment 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.
6. 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.
7. The effectiveness of this Amendment is subject to (i)
the Company's delivery to the Agent, for the account of the
Banks, of a counterpart of this Amendment executed by the
Company; and (ii) the delivery to the Agent of counterparts of
this Amendment executed by each of the Banks.
8. 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.
9. 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.
10. This Amendment may be executed in any number of
counterparts (including those transmitted by facsimile) 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. Delivery of this Amendment may be may be made
by telecopy transmission of a duly executed counterpart copy
hereof.
11. 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.
12. FINAL AGREEMENT. THIS AMENDMENT TOGETHER WITH THE FIRST
AMENDMENT, THE SECOND AMENDMENT, THE THIRD 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized as of the date first above written.
PETROLEUM HELICOPTERS, INC.
By: /s/ Michael J. McCann
-------------------------------
Name: Michael J. McCann
Title: CFO
BANK OF AMERICA, N.A.,
individually and as Agent
By: /s/ Paul A. Squires
--------------------------------
Name: Paul A. Squires
Title: Managing Director
WHITNEY NATIONAL BANK
By: /s/ Harry C. Stahel
--------------------------------
Name: Harry C. Stahel
Title: Sr. Vice Pres.
BANK ONE, LOUISIANA, N.A.
By: /s/ J. Charles Freel, Jr.
--------------------------------
Name: J. Charles Freel, Jr.
Title: First Vice President
