Amended and Restated Loan Agreement

EXHIBIT 4.1

Amended and Restated Loan Agreement dated as of March 31, 2008
by and among PHI Inc., Air Evac Services, Inc., PHI Tech Services, Inc., International Helicopter
Transport, Inc. and Whitney National Bank

     This Amended and Restated Loan Agreement dated as of March 31, 2008, by and among PHI, Inc., formerly known as Petroleum Helicopters, Inc. (“PHI”), Air Evac Services, Inc., PHI Tech Services, Inc. formerly known as Evangeline Airmotive, Inc., International Helicopter Transport, Inc., (individually, collectively and interchangeably, the “Subsidiary Guarantors”), and Whitney National Bank (“Whitney”) amends and restates in its entirety that certain Loan Agreement dated April 23, 2002 by and among Petroleum Helicopters, Inc., Acadian Composites, LLC, Air Evac Services, Inc., Evangeline Airmotive, Inc., and International Helicopter Transport, Inc. and Whitney National Bank, as amended by First Amendment to Loan Agreement dated June 18, 2004, as further amended by Second Amendment to Loan Agreement dated September 30, 2005, as further amended by Third Amendment to Loan Agreement dated March 21, 2006, as further amended by Fourth Amendment to Loan Agreement dated September 30, 2006 , and as further amended by Fifth Amendment to Loan Agreement dated August 1, 2007. For convenience of reference, Whitney may hereinafter sometimes be referred to as “ Bank ”. This Agreement refers to all present and future loans collectively as the “ Loans ”, with each separate advance of funds being a “ Loan ”.

A.

THE LOAN OR LOANS. Provided PHI performs all obligations in favor of Bank contained in this Agreement and in any other agreement, whether now existing or hereafter arising:

			Bank shall make available to PHI a secured revolving line of credit (the “ Revolving Line of Credit ”) in the principal amount of FIFTY MILLION AND NO/100 ($50,000,000.00) DOLLARS, that may be drawn upon by PHI on any business day of Bank during the period hereof until and including September 1, 2010, on at least one day’s telephonic notice to Bank. The Revolving Line of Credit shall be evidenced by a commercial note, payable to Bank (the “ Note ”) and shall contain additional terms and conditions and be identified with this Agreement.
			A sublimit of TWENTY MILLION AND NO/100 ($20,000,000.00) DOLLARS is hereby established for the issuance of letters of credit with a maturity not exceeding that of the Note, which may be issued by Bank upon application by PHI.

B.

USE OF PROCEEDS. The proceeds from the Revolving Line of Credit are to refinance existing debt and/or for capital expenditures, and for general corporate purposes. PHI is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). No proceeds of any advance will be used to purchase or carry any margin stock.

C.

REPRESENTATIONS, WARRANTIES AND COVENANTS. PHI represents, warrants and covenants to Bank that as of the date hereof and so long as the Loans shall be outstanding, except for matters that could not reasonably be expected to have a material adverse effect on PHI:

	(1)		Organization and Authorization. PHI is a Louisiana corporation which is duly organized, validly existing and in good standing under Louisiana law. PHI’s execution, delivery and performance of this Agreement and all other documents delivered to Bank has been duly authorized and does not violate its articles of incorporation (or other governing documents), material contracts or any applicable law or regulations.
	(2)		Compliance with Tax and other Laws.

	(a)		PHI shall comply with all laws that are applicable to its business activities, including, without limitation, all laws regarding (i) the collection, payment and deposit of employees’ income, unemployment, Social Security, sales and excise taxes; (ii) the filing of returns and payment of taxes; (iii) pension liabilities including ERISA requirements, (iv) environmental protection, and (iv) occupational safety and health.
	(b)		PHI shall not permit or suffer any violation of any Environmental Law (as defined below) affecting the property it owns or leases, (collectively, the “ Property ”), and agrees that upon discovery, or in the event, of any discharge, spill, injection, escape, emission, disposal, leak or any other release of hazardous substances on, in, under, onto or from the Property, which is not authorized by a currently valid permit or other approval issued by the appropriate governmental agencies, promptly notify Bank, and the appropriate

governmental agencies, and shall take all steps necessary to promptly clean-up such discharge, spill, injection, escape, emission, disposal, leak or any other release in accordance with the provisions of all applicable Environmental Laws, and shall receive a certification from the Louisiana Department of Environmental Quality or federal Environmental Protection Agency, that the Property and any other property affected has been cleaned-up to the satisfaction of those agencies. The terms “Environmental Law” or “Environmental Laws” as used in this Agreement include any and all current and future federal, state and local environmental laws, statutes, rules, regulations and ordinances, as the same shall be amended and modified from time to time, including but not limited to the federal Comprehensive Environmental Response, Compensation and Liability Act, as amended from time to time, the Federal Resource Conservation and Recovery Act, as amended from time to time, and the federal Toxic Substances Control Act, as amended from time to time.

	(3)		Offering Memorandum, Notes, and Indenture. The Loans to be made to PHI under, and the terms and conditions of, this Agreement do not violate the offering memorandum (the “Offering Memorandum”) dated April 7, 2006, respecting promissory notes in the aggregate principal amount of TWO HUNDRED MILLION AND NO/100 ($200,000,000.00) DOLLARS, under an Indenture dated as of April 12, 2006, among PHI, the guarantors named therein, and The Bank of New York, as Trustee, or any other document executed or to be executed in connection therewith, as all of the foregoing may be amended from time to time (individually, collectively, and interchangeably, the “Indenture Notes and Documents”).
	(4)		Litigation. To the best of PHI’s knowledge, after due inquiry, no litigation or governmental proceedings are pending or threatened against PHI or any of its subsidiaries, the results of which might materially affect PHI or such subsidiaries’ financial condition or operations. Other than any liability incident to such litigation or proceedings or provided for or disclosed in the financial statements submitted to Bank, PHI does not have any material contingent liabilities. No subsidiaries have any material contingent liability other than those imposed by the security documents granted by PHI in favor of Whitney and the Indenture Notes and Documents.
	(5)		Pension Plans. Each of PHI and its subsidiaries are in compliance with all statutes and governmental rules and regulations applicable to it, including, without limitation, the Employee Reimbursement Income Security Act of 1974, as amended (“ ERISA ”). No Termination Event (as defined herein) has occurred with respect to any Plan (as defined herein), and, except for any failure that could not reasonably be expected to cause a material adverse change, each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the “ Code ”), and no condition exists or event or transaction has occurred in connection with any Plan, maintained by PHI or its subsidiaries, which could result in PHI or its subsidiaries incurring any material liabilities, fine, or penalty. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan and there has been no excise tax imposed with respect to any Plan under Section 4971 of the Code. The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in any amount that would reasonably be expected to cause a material adverse change. Based upon GAAP existing as of the effective date of this agreement and current factual circumstances, PHI has no reason to believe that the annual cost during the term of this Agreement to PHI for post-retirement benefits to be provided to the current and former employees of PHI under welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a material adverse change.
			For purposes of this section, the term “Plan” means an employee benefit plan covered by Title IV of ERISA or subject to minimum funding standards under Section 412 of the Code and the term “Termination Event” means (a) the occurrence of a reportable event with respect to a Plan, as described in Section 4043 of ERISA and the regulations issued thereunder (other than a reportable event not subject to the provision for 30-day notice to the PBGC under such regulations); (b) the giving of a notice of intent to terminate a Plan under Section 4041(c) of ERISA; (c) the institution of proceedings to terminate a Plan by the PBGC; or (d) any other event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.
	(6)		Financial Information. From the date of this Agreement and so long as the Loans shall be outstanding, unless compliance shall have been waived in writing by Bank, PHI shall furnish to Bank:

	(a)		promptly after the sending or filing thereof, copies of all reports which PHI sends to any of its public security holders, and copies of all Forms 10-K, 10-Q and 8-K, Schedules 13E-4 (including all exhibits filed therewith) and registration statements, and any other filings or statements that PHI files with the Securities and Exchange Commission or any national securities exchange;
	(b)		together with all Forms 10-K, 10-Q and 8-K, a certificate of the president or chief financial officer of PHI to th