0000950123-10-102524 Sample Contracts

Form of PHI, INC. RESTRICTED STOCK UNIT AGREEMENT under the AMENDED AND RESTATED PETROLEUM HELICOPTERS, INC. 1995 INCENTIVE COMPENSATION PLAN
Phi Inc • November 8th, 2010 • Air transportation, nonscheduled • Louisiana

This document (referred to below as the “Agreement” or the “Award Agreement”) spells out the terms and conditions of the Restricted Stock Units provided by PHI, Inc., a Louisiana corporation (the “Company”), to the individual employee designated above (the “Employee”) pursuant to the Amended and Restated Petroleum Helicopters, Inc. 1995 Incentive Compensation Plan (the “Plan”) on and as of the Award Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan.

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Form of PHI, INC. RESTRICTED STOCK UNIT AGREEMENT under the AMENDED AND RESTATED PETROLEUM HELICOPTERS, INC. 1995 INCENTIVE COMPENSATION PLAN
Phi Inc • November 8th, 2010 • Air transportation, nonscheduled • Louisiana

This document (referred to below as the “Agreement” or the “Award Agreement”) spells out the terms and conditions of the Restricted Stock Units provided by PHI, Inc., a Louisiana corporation (the “Company”), to the individual employee designated above (the “Employee”) pursuant to the Amended and Restated Petroleum Helicopters, Inc. 1995 Incentive Compensation Plan (the “Plan”) on and as of the Award Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan.

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF MARCH 31, 2008
Loan Agreement • November 8th, 2010 • Phi Inc • Air transportation, nonscheduled • Louisiana

This Second Amendment to Amended and Restated Loan Agreement is entered into as of September 13, 2010 but effective as of September 1, 2010 (“this Amendment”) and is by and among PHI, Inc., formerly named Petroleum Helicopters, Inc. (“PHI” or “Borrower”), Air Evac Services, Inc., PHI Tech Services, Inc., formerly named Evangeline Airmotive, Inc., International Helicopter Transport, Inc., (individually, collectively and interchangeably, the “Subsidiary Guarantors”), and Whitney National Bank (“Bank”).

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