EXHIBIT 10.1
AMENDMENT NO. 2
TO
AMENDED AND RESTATED
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 2 (this "Amendment") is entered into as of October 31,
2006, by and among AIR METHODS CORPORATION, a corporation organized under the
laws of the State of Delaware ("AMC"), ROCKY MOUNTAIN HOLDINGS, L.L.C., a
limited liability company formed under the laws of the State of Delaware
("RMH"), MERCY AIR SERVICE, INC., a corporation organized under the laws of the
State of California ("Mercy"), LIFENET, INC., a corporation formed under the
laws of the State of Missouri ("LifeNet") (AMC, RMH, Mercy and LifeNet, each a
"Borrower" and collectively "Borrowers"), the financial institutions which are
party hereto (collectively, the "Lenders" and individually a "Lender") and PNC
BANK, NATIONAL ASSOCIATION ("PNC"), as agent for Lenders (PNC, in such capacity,
"Agent").
BACKGROUND
Borrowers, Agent and Lenders are parties to an Amended and Restated
Revolving Credit, Term Loan and Security Agreement dated as of May 9, 2005 (as
amended by Amendment No. 1 to Amended and Restated Revolving Credit, Term Loan
and Security Agreement dated as of December 15, 2005, and as same may from time
to time hereafter be amended, restated, supplemented or otherwise modified from
time to time, the "Loan Agreement") pursuant to which Agent and Lenders provide
Borrowers with certain financial accommodations.
Borrowers have requested Agent and Lenders to (a) increase the Maximum
Revolving Advance Amount from $35,000,000 to $45,000,000 and (b) increase the
maximum annual amount of Indebtedness, operating leases for Aircraft and
Equipment and Unfinanced Capital Expenditures permissible pursuant to the terms
of Section 7.8 of the Loan Agreement. Agent and Lenders are willing to do so on
the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of Borrowers by Agent and
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. All capitalized terms not otherwise defined herein
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shall have the meanings given to them in the Loan Agreement.
2. Amendments to Loan Agreement. Subject to satisfaction of the
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condition precedent set forth in Section 3 below, the Loan Agreement is hereby
amended as follows:
(a) Section 1.2 of the Loan Agreement is hereby amended by
inserting the following new defined terms in their appropriate alphabetical
order:
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EXHIBIT 10.1
"Amendment No. 2" shall mean Amendment No. 2 to this Agreement
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dated as of October 31, 2006.
"Amendment No. 2 Closing Date" shall mean the date when the
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conditions in Section 3 of Amendment No. 2 have been met to the
satisfaction of Agent.
(b) The defined term "Maximum Revolving Advance Amount" appearing
in Section 1.2 of the Loan Agreement is hereby amended and restated as follows:
"Maximum Revolving Advance Amount" shall mean $45,000,000.
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(c) Section 7.8 of the Loan Agreement is hereby amended by
deleting all references to the sum "$40,000,000" and by inserting the sum
"$50,000,000" in lieu thereof.
3. Conditions of Effectiveness. This Amendment shall become effective
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upon satisfaction of the following conditions precedent, each of which shall be
in form and substance reasonably satisfactory to Agent and its counsel.
(a) Agent shall have received six (6) copies of this Amendment
duly executed by each Borrower and each Lender;
(b) Each Borrower shall have executed and delivered to Agent, for
the benefit of the respective Lenders, a third amended and restated Revolving
Credit Note for each Lender;
(c) Agent shall have received, for the pro rata benefit of the
Lenders, an amendment fee in the sum of $25,000, and reimbursement for all fees
and expenses incurred in connection with this Amendment (including, without
limitation, the legal fees and expenses of counsel to Agent);
(d) Agent shall have received a copy of the resolutions, effective
as of the Amendment No. 2 Closing Date, in form and substance reasonably
satisfactory to Agent, of the Board of Directors or the Members, as the case may
be, of each Borrower authorizing the execution, delivery and performance of this
Amendment, each third amended and restated Revolving Credit Note, and any
related agreements (collectively the "Documents") certified by the Secretary or
an Assistant Secretary of each Borrower; and such certificate shall state that
the resolutions thereby certified have not been amended, modified, revoked or
rescinded as of the date of such certificate;
(e) Agent shall have received a certificate of the Secretary or an
Assistant Secretary of each Borrower, dated as of the Amendment No. 2 Closing
Date, as to the incumbency and signature of the officers of each Borrower
executing this Amendment, each third amended and restated Revolving Credit Note,
and any certificate or other documents to be delivered by it pursuant hereto,
together with evidence of the incumbency of such Secretary or Assistant
Secretary;
(f) Agent shall have received the executed legal opinion of Davis
Graham & Stubbs LLP, in form and substance reasonably satisfactory to Agent
which shall cover such
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EXHIBIT 10.1
matters incident to the transactions contemplated by this Amendment, each third
amended and restated Revolving Credit Note, and any related agreements as Agent
may reasonably require, and each Borrower hereby authorizes and directs such
counsel to deliver such opinions to Agent and Lenders;
(g) Agent shall have received such other certificates,
instruments, documents, agreements and opinions of counsel as may be reasonably
required by Agent or its counsel relating to the transactions contemplated in
this Amendment.
4. Representations and Warranties. Each Borrower hereby represents and
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warrants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of each Borrower and are
enforceable against each Borrower in accordance with their respective terms,
except as such enforceability may be limited by any applicable bankruptcy,
insolvency, moratorium or similar laws affecting creditors' rights generally.
(b) Upon the effectiveness of this Amendment, each Borrower hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.
(c) No Event of Default or Default has occurred and is continuing
or would exist after giving effect to this Amendment.
(d) No Borrower has any defense, counterclaim or offset with
respect to the Loan Agreement.
5. Effect on the Loan Agreement.
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(a) Upon the effectiveness of Section 2 hereof, each reference in
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the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of like import shall mean and be a reference to the Loan Agreement as amended
hereby.
(b) Except as specifically amended herein, the Loan Agreement, and
all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of Agent or Lenders,
nor constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
6. Governing Law. This Amendment shall be binding upon and inure to
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the benefit of the parties hereto and their respective successors and assigns
and shall be governed by and construed in accordance with the internal laws of
the State of New York.
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EXHIBIT 10.1
7. Headings. Section headings in this Amendment are included herein
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for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. Counterparts; Facsimile. This Amendment may be executed by the
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parties hereto in one or more counterparts, each of which shall be deemed an
original and all of which when taken together shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall
be deemed to be an original signature hereto.
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[signature pages follow]
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EXHIBIT 10.1
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first written above.
AIR METHODS CORPORATION
By: /s/ Trent J. Carman
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Name: Trent J. Carman
Title: Chief Financial Officer
Address: 7301 South Peoria Street
Englewood, Colorado 80112
ROCKY MOUNTAIN HOLDINGS L.L.C.
By: Air Methods Corporation, its sole member
By: /s/ Trent J. Carman
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Name: Trent J. Carman
Title: Chief Financial Officer
Address: 7301 South Peoria Street
Englewood, Colorado 80112
MERCY AIR SERVICE, INC.
By: /s/ Trent J. Carman
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Name: Trent J. Carman
Title: Chief Financial Officer
Address: 1670 Miro Way
Rialto, California 92376
LIFENET, INC.
By: /s/ Trent J. Carman
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Name: Trent J. Carman
Title: Chief Financial Officer
Address: 2207 Scott Avenue
St. Louis, Missouri 63103
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EXHIBIT 10.1
PNC BANK, NATIONAL ASSOCIATION,
as Lender and as Agent
By: /s/ Brian Conway
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Name: Brian Conway
Title: Vice President
Address: 70 East 55th Street
New York, New York 10022
Commitment Percentage: 45.454545455%
LASALLE BANK, N.A.
By: /s/ Douglas L. Pogge
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Name: Douglas L. Pogge
Title: First Vice President
Address: 370 17th Street, Suite 3590
Denver, Colorado 80202
Commitment Percentage: 29.545454545%
KEYBANK, N.A.
By: /s/ Christopher S. Mohler
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Name: Christopher S. Mohler
Title: Vice President
Address: 1675 Broadway, Suite 300
Denver, Colorado 80274
Commitment Percentage: 25.000000000%
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