ex10_2.htm


    
      

    

    Exhibit
      10.2

    

      FORM
        OF GUARANTY AND SECURITY AGREEMENT

      


      This
        GUARANTY AND SECURITY AGREEMENT (this "Agreement"), dated as of October 1,
        2007,
        is by and between [CJ CRITICAL CARE TRANSPORTATION SYSTEMS OF FLORIDA, INC.,
        a
        Pennsylvania corporation] [CJ CRITICAL CARE TRANSPORTATION SYSTEMS, INC.,
        a
        Pennsylvania corporation] [CJ CRITICAL CARE TRANSPORTATION SYSTEMS OF KENTUCKY,
        INC., a Pennsylvania corporation] [SPECIAL JET SERVICES, INC., a Pennsylvania
        corporation] ("Guarantor") and KEYBANK NATIONAL ASSOCIATION, as a Lender
        and as
        Agent for all the Lenders under the Credit Agreement ("Agent").

      


      W
        I T N E S S E T H:

      


      WHEREAS,
        FSS Airholdings, Inc. and CJ Systems Aviation Group, Inc. (each a "Borrower"),
        are each becoming a Borrower under that certain Revolving Credit, Term Loan
        and
        Security Agreement dated as of September 17, 2007 by and among Air Methods
        Corporation, Rocky Mountain Holdings, L.L.C., Mercy Air Service, Inc., and
        LifeNet, Inc., as the initial Borrowers, the Agent, and the Lenders (as defined
        therein) (as amended or otherwise modified from time to time, the "Credit
        Agreement"), pursuant to which the Lenders have agreed to make certain financial
        accommodations available to the Borrowers (capitalized terms used herein
        and not
        otherwise defined, shall have the meanings given them in the Credit Agreement);
        and

      


      WHEREAS,
        Guarantor, as an affiliate of the Borrowers, will benefit from the making
        of the
        financial accommodations pursuant to the Credit Agreement and is willing
        to
        guaranty the Liabilities (as defined below) on the terms hereinafter set
        forth,
        and to secure such guaranties by a pledge of their assets, as an inducement
        to
        the Lenders to enter into the Credit Agreement and make the loans to the
        Borrowers as set forth therein.

      


      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
        which are hereby acknowledged, the parties hereto agree as follows:

      


      
        	
                 

              	
                1.

              	
                Guaranty.

              


      

      


      (a)           Guarantor
        hereby unconditionally, as primary obligor and not merely as surety, guarantees
        the full and prompt payment when due, whether by acceleration or otherwise,
        and
        at all times thereafter, of all obligations (monetary or otherwise) of the
        Borrowers to the Lenders, howsoever created, arising or evidenced, whether
        direct or indirect, absolute or contingent, now or hereafter existing, or
        due or
        to become due that arise out of or in connection with the Credit Agreement,
        the
        Notes (as defined in the Credit Agreement), any other Transaction Document
        (as
        defined in the Credit Agreement), in each case as the same may be amended,
        modified, extended or renewed from time to time (all such obligations being
        herein collectively called the "Liabilities"); provided, however, that Guarantor
        shall be liable under this Agreement for the maximum amount of such liability
        that can be hereby incurred without rendering this Agreement, as it relates
        to
        Guarantor, voidable under applicable law relating to fraudulent conveyance
        or
        fraudulent transfer, and not for any greater amount..

      


      (b)           Guarantor
        agrees that, in the event of the occurrence of any Event of Default (as defined
        in the Credit Agreement) and a declaration of acceleration under Section
        10.2 of
        the Credit Agreement, Guarantor will pay to the Lenders forthwith the full
        amount that would be payable hereunder by Guarantor if all Liabilities were
        then
        due and payable.  No payment made upon the Liabilities will discharge
        or diminish the continuing liability of Guarantor in connection with any
        additional Liabilities.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	
                 

              	
                2.

              	
                Grant
                  of Security.

              


      

      


      Guarantor
        hereby assigns, mortgages, charges, hypothecates and pledges to the Lenders,
        and
        grants to the Lenders a security interest in all Guarantor's right, title
        and
        interest in and to the following (collectively, the "Collateral"):

      


      (a)           All
        Accounts (other than governmental Accounts that are not legally assignable
        by
        Guarantor), Inventory, general intangibles, chattel paper, documents, and
        instruments, whether or not specifically assigned to a Lender, automotive
        equipment, machinery, motor vehicles, furniture and fixtures.

      


      (b)           All
        guaranties, collateral, liens on, or security interests in, real or personal
        property, leases, letter of credit rights and other rights, agreements, and
        property securing or relating to payment of accounts.

      


      (c)           All
        rights to receive the surplus funds, if any, which are payable to Guarantor
        following the termination of any pension plan and the satisfaction of all
        liabilities or participants and beneficiaries under such pension plan in
        accordance with applicable law.

      


      (d)           All
        trademarks, trademark rights, patents, patent rights, intellectual property
        licenses and permits, trade names, trade name rights, and approvals, together
        with all income, royalties, damages and payments now and hereafter due and
        payable thereunder with respect thereto including, but not limited to, those
        set
        forth on Schedule A.

      


      (e)           Equipment,
        whether or not affixed to realty, including Unencumbered Aircraft and equipment
        located thereon but excluding any Aircraft that is the subject of a Permitted
        Encumbrance.

      


      (f)           All
        sale, service, performance and equipment lease contracts as to which Guarantor
        is lessee, agreements and grants (whether written or oral), and any other
        contract (whether written or oral) between Guarantor and third parties (except
        for any real property leases, or any equipment leases that do not allow an
        assignment of such leases by their terms, neither of which shall be
        Collateral).

      


      (g)           The
        entire goodwill and all product lines of Guarantor's business and other general
        intangibles, including, without limitation, know-how, trade secrets, customer
        lists, proprietary information, inventions, methods, procedures and formulae
        in
        connection with the use of and symbolized by the trademarks of
        Guarantor.

      


      (h)           All
        books, records, ledger cards, data processing records, computer software,
        and
        other property at any time evidencing or relating to the
        Collateral.


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      (i)           All
        monies, securities (including a pledge of all stock of any Affiliate owned
        by
        Guarantor and other property now or hereafter held, or received by, or in
        transit to, any Lender from or for Guarantor, and all of Guarantor's investment
        property and financial assets (as each is defined in the UCC)), deposit
        accounts, credits, and balances with any Lender existing at any
        time.

      


      (j)           All
        parts (other than parts included in the purchase of Aircraft that is the
        subject
        of a Permitted Encumbrance), accessories, attachments, special tools, additions,
        replacements, substitutions, and accessions to or for all of the
        foregoing.

      


      (k)           All
        proceeds and products of all of the foregoing in any form, including, without
        limitation, amounts payable under any policies of insurance insuring the
        foregoing against loss or damage, and all increases and profits received
        from
        all of the foregoing.

      


      (l)           provided,
        however, the Collateral shall not include any rights or interests of Guarantor
        under any licenses, leases or other contracts if and to the extent that the
        granting of a security interest in such licenses, leases or contracts is
        prohibited as a matter of law (as opposed to a contractual prohibition);
        provided, further, (i) if any such prohibition is no longer effective, a
        security interest therein in favor of Agent shall automatically arise hereunder
        without any further action on the part of Guarantor or Agent and (ii) nothing
        contained herein shall be deemed to limit, impair or otherwise affect Agent’s
        security interest in any rights or interests of Guarantor in or to monies
        due or
        to become due under any such agreement.

      


      
        	
                 

              	
                3.

              	
                Representations
                  and Warranties.

              


      

      


      Guarantor
        hereby represents and warrants to the Lenders that (a) no representations
        or
        agreements of any kind have been made to Guarantor which would limit or qualify
        in any way the terms of this Agreement; (b) this Agreement is executed at
        the
        Borrowers' request and not at the request of the Lenders; (c) Guarantor has
        full
        power, right and authority to enter into this Agreement; (d) the provisions
        of
        this Agreement do not conflict with or result in a default under any agreement
        or other instrument binding upon Guarantor and do not result in a violation
        of
        any law, regulation, court decree or order applicable to Guarantor; (e)
        Guarantor has not and will not, without the prior written consent of the
        Agent,
        sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose
        of
        any of the Collateral, except any sale, lease, assignment, encumbrance,
        hypothecation, transfer or disposition that is undertaken in accordance with
        the
        covenants in the Credit Agreement applicable to Borrowers; (f) upon the Agent's
        request, Guarantor will provide to the Lenders financial and credit information
        consistent with that required under the Credit Agreement, and all such financial
        information that currently has been, and all future financial information
        that
        will be provided to the Lenders is and will be true and correct in all material
        respects as of the dates the financial information is provided; (g) no material
        adverse change has occurred in Guarantor's financial condition since the
        date of
        the most recent financial statements provided to the Lenders and no event
        has
        occurred which may materially adversely affect Guarantor's financial condition;
        (h) no litigation, claim, investigation, administrative proceeding or similar
        action (including those for unpaid taxes) against Guarantor is pending or
        threatened which, if adversely determined, in any case or in the aggregate,
        would reasonably be expected to have a Material Adverse Effect or materially
        impair the right or ability of Guarantor to carry on its operations
        substantially as conducted on the date hereof; and (i) the Lenders have made
        no
        representation to Guarantor as to the creditworthiness of the
        Borrowers.


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      
        	
                 

              	
                4.

              	
                Waivers
                  and Other Agreements by
                  Guarantor.

              


      

      


      (a)           Guarantor
        hereby expressly waives:  (i) notice of the existence or creation or
        non-payment of all or any of the Liabilities, (ii) presentment, demand, notice
        of dishonor, protest, and all other notices whatsoever, (iii) all diligence
        in
        collection or protection of or realization upon any Liabilities or any security
        for or guaranty of any Liabilities, (iv) any obligation of the Lenders to
        proceed directly against or exhaust any Collateral held by the Lenders from
        the
        Borrowers, any other guarantor, or any other person, and (v) any claim or
        right
        which Guarantor may now have or hereafter acquire against any Borrower or
        any
        other person or entity that arises from the existence, payment, performance
        or
        enforcement of the obligations of Guarantor under this Agreement, including
        (without limitation) any right of subrogation, reimbursement, restitution,
        exoneration, contribution or indemnification.

      


      (b)           Guarantor
        authorizes the Lenders, without notice or demand and without lessening
        Guarantor's liability under this Agreement, from time to time:  (i) to
        make one or more additional secured or unsecured loans to the Borrowers,
        to
        lease equipment or other goods to the Borrowers, or otherwise to extend
        additional credit to the Borrowers; (ii) to alter, compromise, renew, extend,
        accelerate, or otherwise change one or more times the time for payment or
        other
        terms of the Liabilities or any part of the Liabilities, including increases
        and
        decreases of the rate of interest on the Liabilities; extensions may be repeated
        and may be for longer than the original loan terms; (iii) to take and hold
        security for the payment of this Guaranty or the Liabilities, and exchange,
        enforce, waive, subordinate, fail or decide not to perfect, and release any
        such
        security, with or without the substitution of new collateral; (iv) to release,
        substitute, agree not to sue, or deal with any one or more of the Borrowers'
        sureties, endorsers, or other guarantors on any terms or in any manner the
        Agent
        or the Lenders may choose; (v) to determine how, when and what application
        of
        payments and credits shall be made on the Liabilities; (vi) to apply such
        security and direct the order or manner of sale thereof, including without
        limitation, any nonjudicial sale permitted by the terms of the controlling
        security agreement or deed of trust, as the Agent in its discretion may
        determine; (vii) to sell, transfer, assign, or grant participations in all
        or
        any part of the Liabilities; and (viii) to assign or transfer this Agreement
        in
        whole or in part.

      


      (c)           Guarantor
        agrees to pay, indemnify, and hold each Lender harmless from and against,
        any
        and all liabilities, obligations, losses, damages, penalties, actions,
        judgments, suits, costs, expenses, or disbursements of any kind or nature
        whatsoever (including, without limitation, counsel and special counsel fees
        and
        disbursements in connection with any litigation, investigation, hearing,
        or
        other proceeding) with respect, or in any way related, to the existence,
        execution, delivery, enforcement, performance, and administration of this
        Agreement, the Credit Agreement and any other Transaction Document (all of
        the
        foregoing, collectively, the "Indemnified Liabilities"), except to the extent
        that any of the foregoing arises out of the gross negligence or willful
        misconduct of the party being indemnified.  The provisions of this
        section shall survive repayment of the Indebtedness.


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      
        	
                 

              	
                5.

              	
                Subordination.

              


      

      


      Guarantor
        agrees that the indebtedness of the Borrowers to the Lenders, whether now
        existing or hereafter created, shall be superior to any claim that Guarantor
        may
        now have or hereafter acquire against the Borrowers, whether or not the
        Borrowers becomes insolvent.  Guarantor hereby expressly subordinates
        any claim it may have against the Borrowers, upon any account whatsoever,
        to any
        claim that the Lenders may now or hereafter have against the
        Borrowers.  In the event of insolvency and consequent liquidation of
        the assets of the Borrowers, through bankruptcy, by an assignment for the
        benefit of creditors, by voluntary liquidation, or otherwise, the assets
        of the
        Borrowers applicable to the payment of the claims of both the Lenders and
        Guarantor shall be paid to the Lenders and shall be first applied by the
        Lenders
        to the indebtedness of the Borrowers to the Lenders.  Guarantor does
        hereby assign to the Lenders all claims which it may have or acquire against
        the
        Borrowers or against any assignee or trustee in bankruptcy of the Borrowers;
        provided however, that such assignment shall be effective only for the purpose
        of assuring to the Lenders full payment of all amounts due to the Lenders
        by the
        Borrowers.  If Agent so requests, any notes or credit agreements now
        or hereafter evidencing any debts or obligations of the Borrowers to Guarantor
        shall be marked with a legend that the same are subject to this Agreement
        and
        shall be delivered to the Lenders.  Guarantor agrees, and the Agent is
        hereby authorized, in the name of Guarantor, from time to time to execute
        and
        file financing statements and continuation statements and to execute such
        other
        documents and to take such other actions as the Lenders deems necessary or
        appropriate to perfect, preserve and enforce its rights under this
        Agreement.

      


      
        	
                 

              	
                6.

              	
                Termination.

              


      

      


      This
        Guaranty shall terminate with respect to any Guarantor upon the dissolution
        of
        such Guarantor if (i) Guarantor has given Agent thirty (30) days prior written
        notice of such proposed dissolution and (ii) the dissolution of such Guarantor
        would not reasonably be expected to have a Material Adverse Effect.

      


      
        	
                 

              	
                7.

              	
                Miscellaneous.

              


      

      


      (a)           No
        amendment or waiver of any provision of this Agreement nor consent to any
        departure by the Lenders therefrom shall in any event be effective unless
        the
        same shall be in writing and signed by Guarantor and the Lenders, and then
        such
        waiver or consent shall be effective only in the specific instance and for
        the
        specific purpose for which given.

      


      (b)           Except
        as otherwise provided herein, all notices, consents and other communications
        required or permitted to be given hereunder shall be in writing and shall
        be
        deemed given and received when (i) delivered in person, (ii) deposited with
        a
        carrier for delivery on the next business day, (iii) deposited in the mail
        if
        mailed by certified mail, return receipt requested, or (iv) sent by facsimile
        transmission with confirmation received to the party to receive such notice
        at
        the addresses set forth on the signature page hereto.

      


      (c)           This
        Agreement shall be binding upon Guarantor and its successors, and permitted
        assigns, in accordance with the terms hereof and will inure to the benefit
        of
        the Lenders and all successors and permitted assigns of the
        Lenders.  This Agreement shall not be assignable by
        Guarantor.  Guarantor consents to the assignment of all or any portion
        of the rights of the Lenders hereunder in connection with any assignment
        of the
        rights of the Lenders under the Credit Agreement with notice to
        Guarantor.


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      (d)           This
        Agreement constitutes the entire agreement between the parties hereto and
        supersedes all prior agreements, representations, warranties, statements,
        promises, information, arrangements and understandings, whether oral or written,
        express or implied, with respect to the subject matter hereof.

      


      (e)           The
        headings of the various sections of this Agreement are for convenience only
        and
        are not intended to be construed as confining or limiting in any way the
        scope
        or intent of the provisions hereof.

      


      (f)           The
        unenforceability or invalidity of any provision or provisions hereof shall
        not
        render any other provision or provisions herein contained unenforceable or
        invalid and in lieu of each such illegal, invalid or unenforceable provision
        there shall be added automatically as a part of this Agreement a provision
        as
        similar in terms to such illegal, invalid, or unenforceable provision as
        may be
        possible and be legal, valid, and enforceable.

      


      (g)           Guarantor
        agrees to pay all expenses (including reasonable attorneys' fees and legal
        expenses) paid or incurred by the Lenders in endeavoring to collect the
        Liabilities against Guarantor, or any part thereof, in realizing upon or
        protecting any collateral for this Agreement, and otherwise in enforcing
        this
        Agreement against Guarantor.

      


      (h)           The
        creation or existence from time to time of additional Liabilities to the
        Lenders
        is hereby authorized, without notice to Guarantor, and shall in no way affect
        or
        impair the rights of the Lenders or the obligations of Guarantor under this
        Agreement, including Guarantor's guaranty of such additional
        Liabilities.

      


      (i)           This
        Agreement may be executed in any number of counterparts and by the different
        parties hereto on separate counterparts, and each such counterpart shall
        be
        deemed to be an original but all such counterparts shall together constitute
        one
        and the same Agreement.  Each of the undersigned agrees to accept and
        be bound by facsimile signatures to this Agreement.

      


      (j)           ANY
        LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
        AGREEMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE
        STATE OF COLORADO OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT
        OF
        COLORADO; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
        COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE LENDERS' OPTION, IN THE
        COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
        FOUND.  GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
        JURISDICTION OF THE COURTS OF THE STATE OF COLORADO AND OF THE UNITED STATES
        DISTRICT COURT FOR THE DISTRICT OF COLORADO FOR THE PURPOSE OF ANY SUCH
        LITIGATION AS SET FORTH ABOVE.  GUARANTOR FURTHER IRREVOCABLY CONSENTS
        TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS
        OF
        THE PERSON SPECIFIED IN, OR PURSUANT TO, THE CREDIT AGREEMENT, OR BY PERSONAL
        SERVICE WITHIN OR WITHOUT THE STATE OF COLORADO.  GUARANTOR HEREBY
        EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
        ANY
        OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
        SUCH
        LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ASSERTING THAT
        ANY
        SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE
        EXTENT THAT GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
        JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE
        OR
        NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
        OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, GUARANTOR HEREBY IRREVOCABLY
        WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
        AGREEMENT.


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      (k)           EACH
        OF GUARANTOR AND THE LENDERS HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN
        ANY
        ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT,
        ANY
        NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
        AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
        HEREWITH OR THEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN
        CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR
        PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, this Agreement has been duly executed and delivered as of
        the
        day and year first above written.

       

      
        	 	
                GUARANTOR: 

              
	 	 	 
	 	
                [CJ
                  CRITICAL CARE TRANSPORTATION SYSTEMS OF FLORIDA, INC.] 

              
	 	 	 
	 	
                [CJ
                  CRITICAL CARE TRANSPORTATION SYSTEMS, INC.] 

              
	 	 	 
	 	
                [CJ
                  CRITICAL CARE TRANSPORTATION SYSTEMS OF KENTUCKY, INC.] 

              
	 	 	 
	 	
                [SPECIAL
                  JET SERVICES, INC.] 

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	
                Trent
                  J. Carman

              
	 	
                Title:

              	
                Chief
                  Financial Officer

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

      


      Address:

      


      7301
        South Peoria Street

      Englewood,
        CO  80112

      Phone:  (303)
        792-7591

      Facsimile:  (303)
        790-4780

      


      
        	 	
                AGENT: 

              
	 	 	 
	 	
                KEYBANK
                  NATIONAL ASSOCIATION 

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	
                Chris
                  Mohler

              
	 	
                Title:

              	
                Senior
                  Vice President

              


      

      


      Address:

      


      1675
        Broadway, Suite 300

      Denver,
        CO  80202

       

       

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