ex10_1.htm


    
      

    

    Exhibit
10.1

    AMENDMENT
NO. 3 TO REVOLVING CREDIT,

    TERM LOAN AND SECURITY
AGREEMENT

    


    


    This
AMENDMENT NO. 3 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (the
"Amendment"), dated as of March 31, 2009, is by and among AIR METHODS
CORPORATION, a Delaware corporation ("AMC"), ROCKY MOUNTAIN HOLDINGS, L.L.C., a
Delaware limited liability company, MERCY AIR SERVICE, INC., a California
corporation, LIFENET, INC., a Missouri corporation, FSS AIRHOLDINGS, INC., a
Delaware corporation, and CJ SYSTEMS AVIATION GROUP, INC., a Pennsylvania
corporation, as borrowers and debtors (each individually a "Borrower" and
collectively, the "Borrowers"), KEYBANK NATIONAL ASSOCIATION, a national banking
association, as lead arranger, sole book runner and administrative agent (in
such capacities, "Agent"), BANK OF AMERICA N.A., as successor by merger to
LaSalle Bank National Association, as syndication agent (in such capacity,
"Syndication Agent"), NATIONAL CITY BANK, as documentation agent (in such
capacity, "Documentation Agent"), and the Lenders party to the Loan Agreement
(defined below).

     

    RECITALS

    


    A           
Pursuant to a certain Revolving Credit, Term Loan and Security Agreement, as
amended (the "Loan Agreement"), dated as of September 17, 2007, by and
among the Borrowers, the Agent, the Syndication Agent, the Documentation Agent,
and the Lenders, Borrowers incurred certain loans from Lenders.

     

    B.            The
parties desire to amend the Loan Agreement to make certain amendments to the
Loan Agreement as set forth in this Amendment.

     

    C.            Any
capitalized terms used but not defined in this Amendment shall have the meanings
given to such terms in the Loan Agreement.

     

    AGREEMENT

    


    1.     Definitions.

     

    (a)          
Section
1.1 of the Loan Agreement is amended by adding thereto a new definition of
"Recurring Rents," which shall read in its entirety as follows:

     

    "RECURRING
RENTS" means rents paid by Borrower with respect to operating leases, but
excluding operating lease payments under leases recharacterized as capital
leases and operating lease payments otherwise associated with assets refinanced
with the proceeds of Debt during the period.

     

    (b)          
The
definition of "Total Adjusted Debt" found in Section 1.1 of the Loan Agreement
is amended to read in its entirety as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "TOTAL
ADJUSTED DEBT" means, with respect to the Borrowers and their Consolidated
Subsidiaries at any date of computation, the sum of (i) all Debt, less (ii)
short term notes payable secured by assets held for sale, plus (iii) the product
of six (6) times (A) all Recurring Rents paid by such persons during the four
(4) Fiscal Quarters ending with the date of computation plus (B) any unfavorable
lease amortization.

     

    2.            
Loan
Agreement.  Except as specifically amended herein, all terms
and provisions of the Loan Agreement shall remain in full force and
effect.

     

    3.           
Amendment
Fee.  In consideration of the Lenders’ execution and delivery
of this Amendment, as of the date hereof the Borrowers shall pay to each Lender
that executes this Amendment a fully earned, non-refundable fee in an amount
equal to (a) 0.25% of the Total Revolving Credit Commitment multiplied by such
Lender’s Applicable Commitment Percentage, plus (b) 0.25% of the outstanding
principal balance of Term Loans to which such Lender is entitled to
payment.

     

    4.           
Waiver of
Claims.  Borrowers hereby agree that this Amendment is a
reasonable agreement among the parties in connection with the current facts and
circumstances related to Borrowers' business and is in keeping with the tenor of
the Loan Agreement, and Borrowers hereby completely and generally waive,
release, remise, acquit and forever discharge the Lenders and their respective
affiliates, present and past officers, directors, agents, attorneys,
predecessors, successors, insurers, parent, subsidiary and sibling corporations
and entities, and assigns (collectively, the "Bank Releasees") of and from any
and all past and present claims, damages or causes of action arising or relating
in any way to the actions of the Bank Releasees relating to the Loan Agreement,
this Amendment, the Transaction Documents or any other agreement among the
parties, which Borrowers ever had or now has against the Bank Releasees, or any
of them.

     

    5.            
Miscellaneous.

     

    (a)          
No
modification, rescission, waiver, release, or amendment of any provision of this
Amendment shall be made, except by a written agreement signed by Borrowers and a
duly authorized officer of each Lender.

     

    (b)          
This
Amendment may be executed in any number of counterparts, and by Lenders and
Borrowers on separate counterparts, each of which, when so executed and
delivered, shall be an original, but all of which shall together constitute one
and the same Amendment.

     

    (c)          
The
provisions of this Amendment are independent of, and separable from, each other,
and no such provision shall be affected or rendered invalid or unenforceable by
virtue of the fact that for any reason any other such provision may be invalid
or unenforceable in whole or in part. If any provision of this Amendment is
prohibited or unenforceable in any jurisdiction, such provision shall be
ineffective in such jurisdiction only to the extent of such prohibition or
unenforceability, and such prohibition or unenforceability shall not invalidate
the balance of such provision to the extent it is not prohibited or
unenforceable nor render prohibited or unenforceable such provision in any other
jurisdiction.

     

    (d)          
The terms
of this Amendment, the Loan Agreement and the Transaction Documents shall be
cumulative except to the extent that they are specifically inconsistent with
each other, in which case the terms of this Amendment shall
prevail.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (e)          
This
Amendment, the Loan Agreement, and the other Transaction Documents constitute
the entire agreement and understanding between the parties hereto with respect
to the transactions contemplated hereby and supersede all prior negotiations,
understandings, and agreements among such parties with respect to such
transactions, including, without limitation, those expressed in any commitment
letter delivered by Lenders to Borrowers.

     

    (f)           
THIS
AMENDMENT, AND THE TRANSACTIONS EVIDENCED HEREBY, SHALL BE GOVERNED BY, AND
CONSTRUED UNDER, THE INTERNAL LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW, AS THE SAME MAY FROM TIME TO TIME BE IN EFFECT,
INCLUDING, WITHOUT LIMITATION, THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE
STATE.

     

    (g)          
BORROWERS
AND LENDERS AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE, OR ARISING OUT OF,
THE TRANSACTION DOCUMENTS MAY BE COMMENCED IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE OF COLORADO, AND BORROWERS WAIVE PERSONAL
SERVICE OF PROCESS AND AGREE THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION
OR PROCEEDING IN ANY SUCH COURT SHALL BE PROPERLY SERVED AND SHALL CONFER
PERSONAL JURISDICTION IF SERVED BY REGISTERED OR CERTIFIED MAIL TO BORROWERS, OR
AS OTHERWISE PROVIDED BY THE LAWS OF THE STATE OR THE UNITED
STATES.

     

    (h)          
BORROWERS
AND LENDERS HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO
TRIAL BY JURY BORROWERS OR LENDERS MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW
OR IN EQUITY, IN CONNECTION WITH THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS
RELATED THERETO. BORROWERS REPRESENT AND WARRANT THAT NO REPRESENTATIVE OR AGENT
OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY LENDER WILL NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS RIGHT TO JURY TRIAL WAIVER.
BORROWERS ACKNOWLEDGE THAT THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
AMENDMENT BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS PARAGRAPH.

     

    (i)           
ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT,
ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWERS) AND US (LENDERS) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THE TRANSACTION DOCUMENTS, WHICH ARE THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        BORROWERS:

                                      	 
      
	 	 
      	 
      	 
      
	 	
                                        AIR
      METHODS CORPORATION

                                      	 
      
	 	 	 	 
	 	 
      	 
      	 
      
	 	
                                        By:

                                      	
                                        /s/ Trent J. Carman

                                      	 
      
	 	
                                        Name:

                                      	
                                        Trent
      J. Carman

                                      	 
      
	 	
                                        Title:

                                      	
                                        Chief
      Financial Officer

                                      	 
      
	 	 
      	 
      	 
      
	 	
                                        Address:

                                      	 
      	 
      
	 	
                                        7301
      South Peoria Street

                                      	 
      
	 	
                                        Englewood,
      Colorado 80112

                                      	 
      
	 	
                                        Attn:

                                      	
                                        Trent
      J. Carman

                                      	 
      
	 	
                                        Phone:

                                      	
                                        303-792-7591

                                      	 
      
	 	
                                        Facsimile: 
      

                                      	
                                        303-790-4780

                                      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                                        ROCKY
      MOUNTAIN HOLDINGS, L.L.C.

                                      	 
      
	 	 	 	 
	 	 
      	 
      	 
      
	 	
                                        By:

                                      	
                                        Air
      Methods Corporation, its sole member

                                      	 
      
	 	 
      	 
      	 
      
	 	
                                        By:

                                      	
                                        /s/ Trent J. Carman

                                      	 
      
	 	
                                        Name:

                                      	
                                        Trent
      J. Carman

                                      	 
      
	 	
                                        Title:

                                      	
                                        Chief
      Financial Officer

                                      	 
      
	 	 
      	 
      	 
      
	 	
                                        Address:

                                      	 
      	 
      
	 	
                                        7301
      South Peoria Street

                                      	 
      
	 	
                                        Englewood,
      Colorado 80112

                                      	 
      
	 	
                                        Attn:

                                      	
                                        Trent
      J. Carman

                                      	 
      
	 	
                                        Phone:

                                      	
                                        303-792-7591

                                      	 
      
	 	
                                        Facsimile: 
      

                                      	
                                        303-790-4780

                                      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    [Signature Page to Amendment No. 3]

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	
                                              MERCY
      AIR SERVICE, INC.

                                            	 
      
	 	 
      	 
      	 
      
	 	 	 	 
	 	
                                              By:

                                            	
                                              /s/ Trent J. Carman

                                            	 
      
	 	
                                              Name:

                                            	
                                              Trent
      J. Carman

                                            	 
      
	 	
                                              Title:

                                            	
                                              Chief
      Financial Officer

                                            	 
      
	 	 
      	 
      	 
      
	 	
                                              Address:

                                            	 
      	 
      
	 	
                                              7301
      South Peoria Street

                                            	 
      
	 	
                                              Englewood,
      Colorado 80112

                                            	 
      
	 	
                                              Attn:

                                            	
                                              Trent
      J. Carman

                                            	 
      
	 	
                                              Phone:

                                            	
                                              303-792-7591

                                            	 
      
	 	
                                              Facsimile: 
      

                                            	
                                              303-790-4780

                                            	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                                              LIFENET,
      INC.

                                            	 
      
	 	 
      	 
      	 
      
	 	 	 	 
	 	
                                              By:

                                            	
                                              /s/ Trent J. Carman

                                            	 
      
	 	
                                              Name:

                                            	
                                              Trent
      J. Carman

                                            	 
      
	 	
                                              Title:

                                            	
                                              Chief
      Financial Officer

                                            	 
      
	 	 
      	 
      	 
      
	 	
                                              Address:

                                            	 
      	 
      
	 	
                                              7301
      South Peoria Street

                                            	 
      
	 	
                                              Englewood,
      Colorado 80112

                                            	 
      
	 	
                                              Attn:

                                            	
                                              Trent
      J. Carman

                                            	 
      
	 	
                                              Phone:

                                            	
                                              303-792-7591

                                            	 
      
	 	
                                              Facsimile: 
      

                                            	
                                              303-790-4780

                                            	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                                              FSS
      AIRHOLDINGS, INC.

                                            	 
      
	 	 
      	 
      	 
      
	 	 	 	 
	 	
                                              By:

                                            	
                                              /s/ Trent J. Carman

                                            	 
      
	 	
                                              Name:

                                            	
                                              Trent
      J. Carman

                                            	 
      
	 	
                                              Title:

                                            	
                                              Chief
      Financial Officer

                                            	 
      
	 	 
      	 
      	 
      
	 	
                                              Address:

                                            	 
      	 
      
	 	
                                              7301
      South Peoria Street

                                            	 
      
	 	
                                              Englewood,
      Colorado 80112

                                            	 
      
	 	
                                              Attn:

                                            	
                                              Trent
      J. Carman

                                            	 
      
	 	
                                              Phone:

                                            	
                                              303-792-7591

                                            	 
      
	 	
                                              Facsimile: 
      

                                            	
                                              303-790-4780

                                            	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    [Signature Page to Amendment No. 3]

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  	 	
                          CJ
      SYSTEMS AVIATION GROUP, INC.

                        	 
      
	 	 
      	 
      	 
      
	 	 	 	 
	 	
                          By:

                        	
                          /s/ Trent J. Carman

                        	 
      
	 	
                          Name:

                        	
                          Trent
      J. Carman

                        	 
      
	 	
                          Title:

                        	
                          Chief
      Financial Officer

                        	 
      
	 	 
      	 
      	 
      
	 	
                          Address:

                        	 
      	 
      
	 	
                          7301
      South Peoria Street

                        	 
      
	 	
                          Englewood,
      Colorado 80112

                        	 
      
	 	
                          Attn:

                        	
                          Trent
      J. Carman

                        	 
      
	 	
                          Phone:

                        	
                          303-792-7591

                        	 
      
	 	
                          Facsimile: 
      

                        	
                          303-790-4780

                        	 
      


                

              

            

          

        

      

    

     

    [Signature Page to Amendment No. 3]

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	 	
                              LENDERS:

                            	 
      	 
      
	 	 
      	 
      	 
      
	 	
                              As
      Lender and Agent:

                            	 
      
	 	 
      	 
      	 
      
	 	
                              KEYBANK
      NATIONAL ASSOCIATION

                            	 
      
	 	 
      	 
      	 
      
	 	 	 	 
	 	
                              By:

                            	
                              /s/ Chris Mohler

                            	 
      
	 	
                              Name:

                            	
                              Chris
      Mohler

                            	 
      
	 	
                              Title:

                            	
                              Senior
      Vice President

                            	 
      
	 	 
      	 
      	 
      
	 	
                              Address:

                            	 
      	 
      
	 	
                              1675
      Broadway, Suite 300

                            	 
      
	 	
                              Denver,
      Colorado 80202

                            	 
      
	 	
                              Attn:

                            	
                              Chris
      Mohler

                            	 
      
	 	
                              Phone:

                            	
                              720-904-4502

                            	 
      
	 	
                              Facsimile: 
      

                            	
                              720-904-4515

                            	 
      


                    

                  

                

              

            

          

        

      

    

     

    [Signature Page to Amendment No. 3]

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 	
                              As
      Lender and Syndication Agent:

                            	 
      
	 	 
      	 
      	 
      
	 	
                              BANK
      OF AMERICA, N.A. as successor by merger to LaSalle Bank National
      Association

                            	 
      
	 	 
      	 
      	 
      
	 	 	 	 
	 	
                              By:

                            	
                              /s/ Robert Likos

                            	 
      
	 	
                              Name:

                            	
                              Robert
      Likos

                            	 
      
	 	
                              Title:

                            	
                              Senior
      Vice President

                            	 
      
	 	 
      	 
      	 
      
	 	
                              Address:

                            	 
      	 
      
	 	
                              370
      17th
      Street, Suite 3590

                            	 
      
	 	
                              Denver,
      Colorado 80202

                            	 
      
	 	
                              Attn:

                            	
                              Robert
      Likos

                            	 
      
	 	
                              Phone:

                            	
                              303-825-7571

                            	 
      
	 	
                              Facsimile: 
      

                            	
                              303-825-7580

                            	 
      


                    

                  

                

              

            

          

        

      

    

     

    [Signature Page to Amendment No. 3]

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                As
      Lender and Documentation Agent:

                              	 
      
	 	 
      	 
      	 
      
	 	
                                NATIONAL
      CITY BANK

                              	 
      
	 	 
      	 
      	 
      
	 	 	 	 
	 	
                                By:

                              	
                                /s/ Debra W. Riefner

                              	 
      
	 	
                                Name:

                              	
                                Debra
      W. Riefner

                              	 
      
	 	
                                Title:

                              	
                                Senior
      Vice President

                              	 
      
	 	 
      	 
      	 
      
	 	
                                Address:

                              	 
      	 
      
	 	
                                20
      Stanwix Street

                              	 
      
	 	
                                Locator
      46-25193

                              	 
      
	 	
                                Pittsburgh,
      PA 15222

                              	 
      
	 	 
      	 
      	 
      
	 	
                                Phone:

                              	
                                412-644-8880

                              	 
      
	 	
                                Facsimile: 
      

                              	
                                412-644-7555

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

    [Signature Page to Amendment No. 3]
 

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 	
                              PNC
      BANK, NATIONAL ASSOCIATION

                            	 
      
	 	 
      	 
      	 
      
	 	 	 	 
	 	
                              By:

                            	
                              /s/ Philip K. Liebscher

                            	 
      
	 	
                              Name:

                            	
                              Philip
      K. Liebscher

                            	 
      
	 	
                              Title:

                            	
                              Senior
      Vice President

                            	 
      
	 	 
      	 
      	 
      
	 	
                              Address:

                            	 
      	 
      
	 	
                              249
      Fifth Avenue

                            	 
      
	 	
                              Pittsburg,
      PA 15222

                            	 
      
	 	
                              Attn:

                            	
                              Philip
      K. Liebscher

                            	 
      
	 	
                              Phone:

                            	
                              412-762-3202

                            	 
      
	 	
                              Facsimile: 
      

                            	
                              412-762-6484

                            	 
      


                    

                  

                

              

            

          

        

      

    

     

    [Signature Page to Amendment No. 3]

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              	 	
                      COLORADO
      BUSINESS BANK

                    	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                      By:

                    	
                      /s/ Doug Pogge

                    	 
      
	 	
                      Name:

                    	
                      Doug
      Pogge

                    	 
      
	 	
                      Title:

                    	
                      Senior
      Vice President

                    	 
      
	 	 
      	 
      	 
      
	 	
                      Address:

                    	 
      	 
      
	 	
                      821
      17th
      Street

                    	 
      
	 	
                      Denver,
      Colorado 80202

                    	 
      
	 	
                      Attn:

                    	
                      Doug
      Pogge

                    	 
      
	 	
                      Phone:

                    	
                      303-383-1288

                    	 
      
	 	
                      Facsimile: 
      

                    	
                      303-312-3477

                    	 
      


            

          

        

      

    

     

      [Signature Page to Amendment No. 3]