STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT, made as of July 31, 1997, between AIR METHODS
CORPORATION, a corporation organized and existing under the laws of the State of
Delaware having its chief executive office and principal place of business at
7301 South Peoria Street, Englewood, Colorado 80112 ("Pledgor") and FINOVA
CAPITAL CORPORATION, a corporation organized and existing under the laws of the
State of California, having an office at 115 West Century Road, Paramus, New
Jersey 07652 ("Lender").
W I T N E S S E T H:
WHEREAS, simultaneously herewith: (a) the Lender is making a loan in the
principal amount of $4,464,611.02 (the "Loan") to the Pledgor for the purpose of
financing a portion of the purchase price of (i) the acquisition of the
outstanding capital stock of Mercy Air Service, Inc., a corporation organized
and existing under the laws of the State of California ("MASI") and (ii)
substantially all of the assets of Helicopter Services, Inc., a corporation
organized and existing under the laws of the State of California; and (b) the
Pledgor is issuing a Secured Promissory Note dated the date hereof to the Lender
in the principal amount of the Loan;
WHEREAS, Lender is unwilling to make the Loan to the Pledgor unless unless
the Pledgor pledges and grants to Lender a security interest in all of the
outstanding shares of capital stock of MASI (the "Pledged Stock") and all
"Rights" related thereto. As used herein, the term "Rights" shall mean and
include all dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any and all of the Pledged Stock and the books and records of MASI evidencing
record ownership and registration of the Pledged Stock ("Books and Records").
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, it is agreed as follows:
1. PLEDGE. To secure the full, prompt, complete and faithful payment by
Pledgor of any and all sums that may become due and owing from Pledgor under the
Note (the "Liabilities"), Pledgor hereby pledges, transfer and assigns and
delivers to Lender,
and grants to Lender a first priority security interest in: (a) the Pledged
Stock; (b) all Rights; (c) all additional shares of stock of MASI from time to
time acquired by the Pledgor in any manner and (d) all proceeds of the foregoing
(items (a), (b), (c) and (d) being hereinafter collectively referred to as the
"Pledged Collateral").
2. DELIVERY OF PLEDGED STOCK. Upon the written request of the Lender,
Pledgor shall deliver to Lender the certificates representing the Pledged Stock
together with a stock power or powers with respect thereto endorsed in blank.
3. VOTING RIGHTS; DIVIDENDS; ETC.
(a) At all times during which the Loan is outstanding, all dividends and
interest payments paid in respect of the Pledged Stock, including, without
limitation:
(i) dividends and interest paid or payable, other than in cash, in
respect of, and instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any Pledged Stock;
(ii) dividends and other distributions paid or payable in cash in
respect of any Pledged Stock in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid-in surplus; and
(iii) cash paid, payable or otherwise distributed in respect of
principal of, or in redemption of, or in exchange for, any Pledged Stock;
shall forthwith be delivered to Lender to hold as Pledged Stock and shall, if
received by the Pledgor, be received solely in trust for the benefit of Lender,
be segregated from the other property or funds of the Pledgor, and forthwith be
delivered or paid over to Lender as part of the Pledged Stock, in the same form
as so received (with any necessary endorsement); provided, however, that
notwithstanding the foregoing, the Pledgor shall be entitled to receive cash
dividends from MASI in an aggregate amount which does not exceed the amount of
the Loan (the "Permitted Dividends"), and such Permitted Dividends shall not be
deemed to be part of the Pledged Stock and Lender shall not have a security
interest therein.
(b) Notwithstanding the pledge and security interest set forth in Section
1 above, the Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Pledged Stock, or any part thereof, for any
purpose not inconsistent with the terms of this Agreement or the Note; PROVIDED,
HOWEVER, (A) that the
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Pledgor shall not exercise any voting or consensual rights with respect to the
commencement of a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to MASI or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
consent to the entry of an order for relief in an involuntary case under any
such law or seeking the appointment of a trustee, receiver, liquidator,
sequestrator, assignee, custodian or other similar official of MASI or any
substantial part of its property without obtaining the prior written consent of
the Lender; (B) that the Pledgor shall not amend or approve any amendment to or
modification, alteration or repeal of the Articles of Incorporation of MASI
without obtaining the prior written consent of the Lender which consent shall
not be unreasonably withheld; (C) the Pledgor shall not approve an increase in
the authorized number of shares of stock or stated capital of MASI or the
issuance of any additional shares of stock or the granting of any options or
warrants of MASI without the prior written consent of Lender, which consent
shall not be unreasonably withheld, provided, that Lender is granted a first
priority security interest in all such shares; and (D) that the Pledgor shall
not exercise or refrain from exercising any other such voting and/or consensual
right if, in Lender's judgment, such action would have a material adverse effect
on the value of the Pledged Stock, or any part thereof, or impair the position
of the Lender in respect of the Pledged Collateral, and the Pledgor shall give
Lender at least five (5) days' written notice of the manner in which it intends
to exercise, or the reasons for refraining from exercising, any such right; and
(c) If the Pledgor fails to pay any amounts under the Note when due, all
rights of the Pledgor to exercise the voting and other consensual rights which
it would otherwise be entitled to exercise pursuant to Section 3(b) shall cease
and all such rights shall thereupon become vested in Lender, who shall thereupon
have the sole right to exercise such voting and other consensual rights.
(d) Pledgor covenants that, as the sole stockholder of MASI, Pledgor will
not take any action to allow any additional shares of common stock, preferred
stock or any other equity securities, or options or other rights to acquire any
thereof, of MASI to be issued.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Pledgor represents,
warrants and covenants as follows:
(a) Upon completion of the acquisition of the Pledged Stock, which shall
simultaneously occur with the execution of this Agreement, the Pledgor shall own
100% of the outstanding capital stock of MASI, free and clear of any lien,
security
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interest, option or other charge, encumbrance, or right of any party except for
the pledge and security interest created by this Agreement.
(b) The assignment and pledge of the Pledged Collateral pursuant to this
Agreement creates a valid security interest in the Pledged Collateral, securing
the payment of the Liabilities.
(c) No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required either
(i) for the assignment and pledge by the Pledgor of the Pledged Collateral
pursuant to this Agreement, or (ii) for the exercise by Lender of the voting or
other rights provided for in this Agreement or the remedies in respect of the
Pledged Collateral pursuant to this Agreement (except as may be required in
connection with such disposition by laws affecting the offering and sale of
securities generally).
(d) The Pledged Stock constitutes 100% of the issued and outstanding shares
of the capital stock of MASI;
(e) The Books and Records constitute all the books and records of MASI
which evidence record ownership and registration of the Pledged Stock.
(f) Except with the prior written consent of Lender, Pledgor shall cause
MASI:
(i) to maintain, or cause to be maintained, in full force and effect,
all of its franchises, licenses and approvals necessary to operate its
businesses and not to consolidate with or merge into any other entity or
permit any other entity to consolidate with or merge into MASI or to engage
in any transaction, other than in the ordinary and normal course of its
business;
(ii) not to sell, lease, abandon or otherwise dispose of all or
substantially all of its assets;
(iii) other than Permitted Dividends, not to make, declare or pay any
dividend or make any distribution with respect to its capital stock, or
directly or indirectly redeem, purchase or otherwise to acquire any of its
capital stock, or issue, sell or in any way dispose of any shares of its
capital stock or any rights therein or thereto, including options and
warrants, or to
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make any transfer with respect thereto;
(iv) not to amend or modify its Articles of Incorporation;
(g) The Pledgor has not taken any actions that might prevent the Lender
from enforcing any of the terms and conditions of this Agreement or that would
limit the Lender in such enforcement.
(h) The Pledgor is a corporation duly organized and validly existing in
good standing under the laws of Delaware and has the corporate power and
authority to own or hold under lease its properties and to enter into and
perform its obligations under this Agreement. The Pledgor is duly qualified to
do business as a foreign corporation in each jurisdiction in which failure to so
qualify would have a material adverse effect on its financial condition or on
its ability to perform its obligations under this Agreement.
(i) The execution and delivery by the Pledgor of this Agreement:
(i) has been duly authorized by all necessary corporate action and
does not require any shareholder approval or the approval or consent of or
notice to any trustee or holders of any indebtedness or obligations of the
Pledgor, except those actions, approvals or consents that have already been
obtained;
(ii) does not conflict with or result in any violation of the
Certificate of Incorporation or any other charter documents of the Pledgor
or any agreement or instrument or any applicable law, by which the Pledgor
or the properties or assets of Pledgor are bound; and
(iii) does not require the authorization, consent or approval of, the
giving of notice to, the registration with or the taking of any other
action by or in respect of any governmental authority, agency or judicial
body, or the taking of any other action under any applicable law except for
those that have been duly made, given or accomplished.
(j) This Pledge Agreement has been duly executed and delivered by Pledgor
and constitutes a legal, valid and binding obligation of the Pledgor enforceable
against it in accordance with its terms except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting
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the rights of creditors generally and by general principles of equity.
(k) There are no pending or, to the knowledge of the Pledgor, threatened
actions or proceedings before any court or administrative agency or arbitrator
that could, if adversely determined, materially adversely affect the financial
condition of the Pledgor or the ability of the Pledgor to perform its
obligations under this Agreement.
(l) The Pledgor has filed or caused to be filed all material tax returns
which are required to be filed by it and has paid or caused to be paid all taxes
that have been shown to be due and payable by such returns (except to the extent
such taxes are being contested in good faith or for which adequate reserves have
been provided by the Pledgor) or tax assessments received by the Pledgor to the
extent that such taxes have become due and payable.
5. FURTHER ASSURANCES.
(a) Upon the written request of Lender, Pledgor shall notify the corporate
secretary of MASI (the "Stock Pledge Notice") that the Pledged Stock and the
Rights have been pledged to the Lender pursuant to the provisions of this
Agreement, and in which notice Pledgor shall instruct the secretary of MASI to
make appropriate notations on the stock transfer records of MASI, in accordance
with the notice and instructions attached hereto as Exhibit "A." Pledgor shall
cause the secretary of MASI to confirm receipt of said notice and his or her
compliance with said instructions by signing and delivering to Lender promptly
after delivery to MASI of the Stock Pledge Notice a copy of Exhibit "A" hereto.
(b) The Pledgor agrees that at any time and from time to time, at the
expense of the Pledgor, the Pledgor will promptly execute and deliver all
further instruments and documents and take all further action that may be
reasonably necessary or desirable in order to perfect and protect any security
interest granted hereby or to enable Lender to exercise or enforce its rights
and remedies hereunder with respect to the Pledged Collateral, including without
limitation, the Pledged Stock.
6. TRANSFERS AND OTHER LIENS. The Pledgor agrees that it will not (a) sell
or otherwise dispose of, or grant any option with respect to, any of the Pledged
Collateral; or (b) create or permit to exist any lien, security interest or
other charge or encumbrance upon or with respect to any of the Pledged
Collateral, except for the security interest under this Agreement.
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7. LENDER APPOINTED ATTORNEY-IN-FACT. The Pledgor hereby appoints Lender as
the Pledgor's attorney-in-fact and agent (said power of attorney being coupled
with an interest), with full authority in the place and stead of the Pledgor and
in the name of the Pledgor or otherwise with full power of substitution, from
time to time in Lender's discretion, to take any action and to execute any
instrument which Lender may deem necessary or advisable to accomplish the
purposes of this Agreement. Upon the request of the Lender, Pledgor will provide
documentation evidencing such power of attorney and such further powers of
attorney on the same terms set forth above.
8. REASONABLE CARE. If Pledgor delivers possession of the Pledged Stock to
Lender, Lender shall be deemed to have exercised reasonable care in the custody
and preservation of the Pledged Stock in its possession if the Pledged Stock is
accorded treatment substantially equal to that which Lender accords its own
property, it being understood that Lender shall not have any responsibility for
(a) ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Pledged Stock, whether or
not Lender has or is deemed to have knowledge of such matters; or (b) taking any
necessary steps to preserve rights against any parties with respect to any
Pledged Stock.
9. REMEDIES UPON DEFAULT. If Pledgor fails to pay any amounts when due to
Lender under the Note then:
(a) Lender may exercise in respect of the Pledged Collateral, in addition
to other rights and remedies provided for herein or otherwise available to it,
all the rights and remedies of a secured party on default under the Uniform
Commercial Code (the "Code") in effect in the State of Arizona at that time, and
Lender may also, without notice except as specified below, sell the Pledged
Collateral or any part thereof, in one or more parcels, at public or private
sale, at any exchange, broker's board or at any of Lender's offices or
elsewhere, for cash, on credit or for future delivery, and upon such other terms
as Lender may deem commercially reasonable. In case any sale of all or any part
of the Pledged Collateral is made on credit or for future delivery, the Pledged
Collateral so sold may be retained by the Lender until the sale price is paid by
the purchaser or purchasers thereof, but the Lender shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and pay
for the Pledged Collateral so sold and, in case of any such failure, such
Pledged Collateral may be sold again upon like notice. Pledgor agrees that, to
the extent notice of sale shall be required by law, ten days' notice to Pledgor
of the time and place of any public sale, or the time after which any private
sale is to be made, shall constitute reasonable notification. Lender shall not
be obligated to make any sale of Pledged Stock, regardless of whether notice of
sale shall
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have been given. At any public sale made pursuant to this Paragraph, the Lender
may bid for or purchase, free (to the extent permitted by law) from any right of
redemption, stay or appraisal on the part of the Pledgor (all said rights being
also hereby waived and released to the extent permitted by law), the Pledged
Collateral or any part thereof offered for sale and may make payment on account
thereof by using any claim then due and payable to the Lender pursuant to the
Note, including without limitation, the Liabilities, as a credit against the
purchase price therefor; and the Lender may, upon compliance with the terms of
sale, hold, retain and dispose of such property without further accountability
to the Pledgor therefor (provided, however, that nothing contained in this
sentence shall limit the Pledgor's right to bid for the Pledged Collateral in
any public sale). For purposes hereof, a written agreement to purchase the
Pledged Collateral or any portion thereof shall be treated as a sale thereof;
the Lender shall be free to carry out such sale pursuant to such written
agreement, and the Pledgor shall not be entitled to the return of the Pledged
Collateral or any portion thereof subject thereto, notwithstanding the fact
that, after the Lender shall have entered into such a written agreement for the
purchase of the Pledged Collateral, the Liabilities shall have been paid in
full. As an alternative to exercising the power of sale herein conferred upon
it, the Lender may proceed by a suit or suits at law or in equity to foreclose
upon the Pledged Collateral pursuant to this Agreement and to sell the Pledged
Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver.
(b) Lender may hold the Pledged Stock and cause the same to be registered
in the Books and Records in its name or in the name of its nominee, whereupon
Lender or such nominee shall enjoy all the rights and benefits attributable to
the ownership thereof.
(c) Lender may vote all or any of the Pledged Stock, act by consent in lieu
of a meeting, and give all consents, waivers and ratifications with respect
thereto and otherwise act as though it were the outright owner thereof and
Pledgor hereby irrevocably constitutes and appoints Lender (or its successor and
assign) its proxy and attorney-in-fact, with full power of substitution to do
so.
(d) Any cash held by Lender as Pledged Collateral and all cash proceeds
received by Lender in respect of any sale of, collection from, or other
realization upon, all or any part of the Pledged Collateral shall be applied by
Lender against all or any part of the Liabilities, after payment of any amounts
payable to Lender pursuant paragraph 10 of this Agreement.
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10. EXPENSES. The Pledgor will, upon demand, pay to Lender the amount of
any and all out-of-pocket expenses, including the reasonable fees and expenses
of its counsel and of any accountants, investment bankers, appraisers,
consultants or other professionals or experts and agents, which Lender may incur
in connection with (a) the sale of, collection from, or other realization upon,
any of the Pledged Stock upon the failure of Pledgor to pay when due any amounts
under the Note, (b) the exercise or enforcement of any of the rights of Lender
hereunder, or (c) the failure by the Pledgor to perform or observe any of the
provisions hereof.
11. SECURITY INTEREST ABSOLUTE. All rights of Lender and all security
interests and obligations of the Pledgor hereunder, shall be absolute and
unconditional irrespective of:
(a) any lack of validity or enforceability of the Note or any agreement or
instrument relating thereto;
(b) any exchange, release or non-perfection of any other collateral, or any
release or amendment or waiver of, or consent to, or departure from any
provision of the Note;
(c) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, the Pledgor or a third party pledgor.
12. AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement, nor consent to any departure by the Pledgor herefrom, shall, in any
event, be effective unless the same shall be in writing and signed by Pledgor
and Lender, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
13. NOTICES Except as otherwise specifically provided to the contrary
herein:
(a) Every notice or demand under this Agreement required or permitted to be
given by the Lender or the Pledgor shall be in writing and may be given or made
by recognized overnight international courier.
(b) Every notice or demand shall be sent, in the case of a notice sent by
recognized overnight international courier, to the Lender or to the Pledgor at
their respective addresses set out in the preamble hereof.
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(c) Every notice or demand shall, except so far as otherwise expressly
provided by this Agreement, be deemed to have been received, in the case of a
notice sent by recognized overnight international courier letter, when actually
delivered to Pledgor or Lender at their respective addresses referred to in the
preamble of this Agreement, or as of the date on which receipt of such notice is
refused or the courier advises that such notice is not deliverable at such
address with respect to the Pledgor or the Lender, as the case may be.
(d) Subject to the terms hereof, each of Pledgor and the Lender may change
its address by giving notice in accordance with this Section 13.
14. CONTINUING SECURITY INTEREST. This Agreement shall create a continuing
security interest in the Pledged Stock and Rights and shall (a) remain in full
force and effect until payment in full of the Liabilities, (b) be binding upon
the Pledgor and its successors and assigns, and (c) inure to the benefit of
Lender and its successors and permitted transferees and assigns.
15. GOVERNING LAW; JURISDICTION; WAIVERS. THIS AGREEMENT SHALL BE DEEMED TO
HAVE BEEN MADE IN AND SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE
OF ARIZONA WITH RESPECT TO AGREEMENTS MADE BY RESIDENTS OF THE STATE OF ARIZONA
AND TO BE WHOLLY PERFORMED WITHIN SAID STATE AND THE RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT TO
THE EXTENT THAT THE LAW OF SOME OTHER JURISDICTION MAY BE MANDATORILY APPLICABLE
TO PROCEEDINGS TAKEN FOR THE ENFORCEMENT OF THE RIGHTS OF THE MORTGAGEE
HEREUNDER; PROVIDED, HOWEVER, THAT ANY REMEDIES HEREIN PROVIDED WHICH SHALL BE
VALID UNDER THE LAWS OF THE JURISDICTION WHERE PROCEEDINGS FOR THE ENFORCEMENT
HEREOF SHALL BE TAKEN SHALL NOT BE AFFECTED BY ANY INVALIDITY THEREOF UNDER THE
LAWS OF THE STATE OF ARIZONA. If any provision of this Agreement or of any other
agreement between the parties hereto shall be held invalid or inapplicable to
any circumstance or in any jurisdiction, such invalidity or inapplicability
shall not affect any other provision hereof or of any other agreement between
the parties hereto which can be given effect without regard to the invalid
provision, nor to the same provision to the extent valid or enforceable in any
other applicable jurisdiction, nor shall any such inapplicability to any
circumstance affect the applicability of such terms to any
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other or different or subsequent circumstance, all of such terms, conditions or
provisions are deemed severable. Each party hereby agrees that all actions or
proceedings initiated by the Pledgor and arising directly or indirectly out of
this Agreement shall be litigated exclusively in the Superior Court of Arizona,
Maricopa County, or the United States District Court for the District of Arizona
(the "Arizona Courts") and that any action or proceeding initiated by the Lender
and arising directly or indirectly out of this Agreement shall be litigated in
the courts in any jurisdiction chosen by the Lender in its sole discretion. Each
party hereby expressly submits and consents in advance to such jurisdiction and
venue in any action or proceeding commenced by either party in any of such
courts, and hereby waives personal service of the summons and complaint, or
other process of papers issued therein, and agrees that such service of the
summons and complaint may be made by registered mail, return receipt requested,
addressed to either party, at the respective addresses set forth in the preamble
of this Agreement. Each party waives any claim that Phoenix, Arizona or the
District of Arizona or any such other jurisdiction is an inconvenient forum or
an improper forum based on lack of venue. Should either party, after being so
served, fail to appear or answer any summons, complaint, process or paper so
served within 30 days after the mailing thereof, each party acknowledges that as
a result thereof, an order and/or judgment may be entered by either party
against the other as demanded or pleaded for in such summons, complaint, process
or papers. The choice of forum set forth herein shall not be deemed to preclude
the enforcement by either party of any judgment in any other appropriate
jurisdiction.
16. CONSTRUCTION. Captions and paragraph headings used herein are for
convenience only and are not part of this Agreement and shall not be used in
construing it. In construing any provision of this Agreement, no account shall
be taken of the party who prepared this Agreement and no presumption shall arise
as a result thereof. In the event that any one or more of the provisions of this
Agreement shall be invalid, illegal or unenforceable in any respect or in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions contained herein or of the same provision in any other jurisdiction
where the same shall be valid, legal or enforceable, shall not in any way be
affected or impaired thereby and each of such provisions shall be severable to
the maximum extent permitted by law.
17. ENTIRE AGREEMENT. This Agreement is the entire agreement among the
parties with respect to the subject matter hereof.
18. COUNTERPARTS. This Agreement may be executed in multiple counterparts,
each of which shall be an original document and all of which together shall
constitute but one and the same agreement.
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19. REMEDIES CUMULATIVE. Each right, power and remedy of the Lender as
provided for in this Agreement or now or hereafter existing at law or in equity
or by statute or otherwise shall be cumulative and concurrent and shall be in
addition to every other right, power, or remedy provided for in this Agreement
or now or hereafter existing at law or in equity or by statute or otherwise, and
the exercise or beginning of the exercise by the Lender of any one or more of
such rights, powers, or remedies shall not preclude the simultaneous or later
exercise by the Lender of any or all such other rights, powers, or remedies.
20. WAIVER. No failure or delay by the Lender to insist upon the strict
performance of any term, condition, covenant, or agreement of this Agreement, or
to exercise any right, power, or remedy consequent upon a breach thereof, shall
constitute a waiver of any such term, condition, covenant, or agreement or of
any such breach, or preclude the Lender from exercising any such right, power,
or remedy at any later time or times.
21. WAIVER OF JURY TRIAL. PLEDGOR AND LENDER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF OR IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF ANY OF THE
PARTIES HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO
THIS AGREEMENT AND MAKING ANY LOAN OR OTHER EXTENSION OF CREDIT OR FINANCING TO
PLEDGOR.
22. WAIVER OF NOTICE. Pledgor hereby waives notice of acceptance of this
Agreement, and also presentment, demand, protest and notice of dishonor of any
and all of the Liabilities, and promptness in commencing suit against any party
hereto or liable hereon, and in giving any notice to or of making any claim or
demand hereunder upon the Pledgor. No act or omission of any kind on Lender's
part shall in any event affect or impair this Agreement.
23. REINSTATEMENT. This Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Pledgor
for liquidation or reorganization, should the Pledgor become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Pledgor's assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Liabilities,
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or any part thereof, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee of the
Liabilities, whether as a "voidable preference", "fraudulent conveyance", or
otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Liabilities shall be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.
24. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All
representations, warranties and covenants made by the Pledgor to the Lender in
connection with this Agreement shall survive the execution and delivery of this
Agreement. All statements contained in any certificate or other instrument
signed by an officer of the Pledgor and delivered to the Lender hereto pursuant
to this Agreement shall be deemed representations, warranties and covenants
hereunder of the Pledgor.
25. TERMINATION. Upon the satisfaction of all of the Liabilities and upon
the satisfaction of Pledgor's obligations to Lender under this Agreement, all of
the powers, rights and interests granted hereunder and created hereby shall
forthwith terminate, and Lender shall, at Pledgor's sole cost and expense,
execute and deliver all such documentations and instruments reasonably necessary
to accomplish the same, within a reasonable time thereafter.
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IN WITNESS WHEREOF, the parties hereto have executed this Stock Pledge
Agreement as of the date first hereinabove written.
LENDER: PLEDGOR:
FINOVA CAPITAL CORPORATION AIR METHODS CORPORATION
By: /s/ Pamela Marchant By: /s/ Aaron D. Todd
--------------------------------- ----------------------------------
Name: Pamela Marchant Name: Aaron D. Todd
------------------------------- --------------------------------
Title: Vice President Title: CFO
------------------------------ -------------------------------
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EXHIBIT "A"
AIR METHODS CORPORATION
7301 South Peoria Street
Englewood, Colorado 80112
July , 1997
Mercy Air Service, Inc.
8190 Mango
Fontana, California 92334
Attention: CORPORATE SECRETARY
Re: Stock Pledge Agreement, dated as of July , 1997 (the "Pledge
Agreement"), between Air Methods Corporation and FINOVA CAPITAL
CORPORATION
Dear :
Air Methods Corporation ("AMC") has pledged and granted a first priority
security interest in all of the outstanding capital stock of Mercy Air Service,
Inc. ("MASI") to FINOVA Capital Corporation ("FINOVA"), having an office at 115
West Century Road, Paramus, New Jersey 07652, pursuant to the terms of the
Pledge Agreement (a copy of which is delivered to you herewith). Capitalized
terms used herein and not otherwise defined shall have the meaning given such
terms under the Pledge Agreement.
Please: (a) annotate the stock record book of MASI with the following
legend to reflect the existence of the above pledges and security interests with
respect to the Pledged Stock, and (b) maintain such legend thereon until you
receive written notice from FINOVA of the termination of the rights of FINOVA
under the Pledge Agreement:
"Sale, transfer, assignment or other disposition of the shares of Mercy Air
Service, Inc. (the "Company"), and the interest represented thereby,
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held of record or beneficially by AIR METHODS CORPORATION ("Pledgor") are
restricted by and subject to all of the terms, conditions and provisions of
) a certain Stock Pledge Agreement, dated as of July 31, 1997, between the
Pledgor and FINOVA Capital Corporation, a copy of which may be obtained
from the Secretary of the Company."
Please confirm receipt of this letter, the Pledge Agreement and your
compliance with the requests contained above by signing a copy of this letter in
the space noted below and returning said copy to us.
Sincerely,
AIR METHODS CORPORATION
By:
------------------------------------
RECEIPT OF THE STOCK PLEDGE AGREEMENT,
AND COMPLIANCE WITH THE FOREGOING
ARE HEREBY ACKNOWLEDGED AND
CONFIRMED:
MERCY AIR SERVICE, INC.
By:
-------------------------------
Corporate Secretary
Attest:
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