ex10_1.htm


    
      

    

    Exhibit
      10.1

    

      
        AMENDMENT
          NO. 1 TO REVOLVING CREDIT, TERM LOAN AND SECURITY
          AGREEMENT

      

      
        


      

      
        This
          AMENDMENT NO. 1 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (the
          "Amendment"), dated as of October 1, 2007, is by and among AIR METHODS
          CORPORATION, a Delaware corporation, 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 a
          Lender, as lead arranger, sole book runner and administrative agent ("KeyBank"
          or "Agent"), LASALLE BANK NATIONAL ASSOCIATION, as a Lender and as syndication
          agent, NATIONAL CITY BANK, as a Lender and as documentation agent, and
          the other
          LENDERS.

      

      
        


      

      
        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
          (except for FSS Airholdings, Inc. and CJ Systems Aviation Group, Inc. (the
          "CJ
          Borrowers")) and Lenders, Borrowers incurred certain loans from
          Lenders.

      

      
        


      

      
        B.           Borrowers
          and Lenders desire to amend the Loan Agreement to add the CJ Borrowers
          as
          Borrowers under the Loan Agreement, to acknowledge certain new guarantors
          of the
          Indebtedness under the Loan Agreement, and to make certain other amendments
          to
          the Loan Agreement as set forth in this Amendment.

      

      
        


      

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

      

      
        


      

      
        AGREEMENT

      

      
        


      

      
        1.           CJ
          Borrowers. The CJ Borrowers acknowledge and agree that they are each a
          Borrower under the Loan Agreement and that all terms and conditions of
          the Loan
          Agreement relating to a Borrower or the Borrowers are applicable to them
          in all
          respects in accordance with the terms and conditions of the Loan Agreement
          and
          this Amendment.

      

      
        


      

      
        2.           Representations
          and Warranties; Breaches. Borrowers (including the CJ Borrowers) represent
          and warrant as of the date of this Amendment that (a) all representations
          and
          warranties of the Borrowers set forth in Article VI of the Loan Agreement
          are
          true and correct in all respects after giving effect to the addition of
          the CJ
          Borrowers as Borrowers under the Loan Agreement, (b) none of the Borrowers
          is,
          or is required to be registered as, an “investment
          company”
          under the Investment Company Act of 1940, and (c) no Event of Default,
          or any
          event that with the passage of time could become an Event of Default, has
          occurred since the date of the Loan Agreement.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        3.           Schedules.
          The Schedules to the Loan Agreement are hereby amended as of the date hereof
          by
          adding the Schedules set forth on Exhibit A to this Amendment to the
          previously-delivered Schedules.

      

      
        


      

      
        4.           Notes.
          Pursuant to this Amendment, the outstanding Revolving Notes and Term Notes
          are
          being replaced with Amended and Restated Promissory Notes (Revolving Credit)
          and
          Amended and Restated Promissory Notes (Term Loan), which Amended and Restated
          Promissory Notes add the CJ Borrowers as makers and update the outstanding
          principal amount of the Term Notes, and such notes are the Revolving Notes
          and
          the Term Notes, respectively, as defined in the Loan
          Agreement.

      

      
        


      

      
        5.           Conditions
          to Amendment. In addition to all conditions set forth in this Amendment, all
          closing conditions set forth in Section 7.1(b) of the Loan Agreement, including
          obtaining secretary's certificates from each of the CJ Borrowers and CJ
          Critical
          Care Transportation Systems, Inc., a Pennsylvania corporation, Special
          Jet
          Services, Inc., a Pennsylvania corporation, CJ Critical Care Transportation
          Systems of Florida, Inc., a Pennsylvania corporation, and CJ Critical Care
          Transportation Systems of Kentucky, Inc., a Pennsylvania corporation (the
          "CJ
          Guarantors") and Guaranty and Security Agreements from each of the CJ
          Guarantors.

      

      
        


      

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

      

      
        


      

      
        7.           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.

      

      
        


      

      
        8.           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.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
                     
          (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.

      

      
        


      

      
                     
          (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.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
                     
          (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.

      

      
        


      

      
        [Signature
          page follows]

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      
        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. 1]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

      

      
        	 	
                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. 1]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

      

      
        	 	CJ
                SYSTEMS AVIATION GROUP 
	 	  
	 	
                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. 1]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

      

      
        	 	
                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,
                  CO 80202 

              
	 	
                Attn:
                  Chris Mohler 

              
	 	
                Phone:
                  720-904-4502 

              
	 	
                Fax:
                  720-904-4515 

              


      

      
        


      

      
        


      

      
        


      

      
        [Signature
          Page to Amendment No. 1]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

      

      
        	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION 

              
	 	  
	 	  
	 	
                By:
                  

              	
                /s/
                  Darren Lemkau

              	 
	 	
                Name:
                  Darren Lemkau 

              
	 	Title:
                Senior Vice President 
	 	 
	 	
                Address: 

              
	 	
                370
                  17th Street, Suite 3590 

              
	 	
                Denver,
                  CO 80202 

              
	 	
                Attn:
                  Darren Lemkau 

              
	 	
                Phone;
                  303-825-7582 

              
	 	
                Fax:
                  303-825-6719 

              


      

      
        


      

      
        


      

      
        


      

      
        [Signature
          Page to Amendment No. 1]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

      

      
        	 	
                NATIONAL
                  CITY BANK 

              
	 	  
	 	  
	 	
                By:
                  

              	
                /s/
                  Emil Kwaczala

              	 
	 	
                Name:
                  Emil Kwaczala 

              
	 	
                Title:
                  Vice President 

              
	 	  
	 	
                Address: 20
                  Stanwix
                  Street 

              
	 	
                Pittsburgh,
                  PA 15222 

              
	 	
                Attn:
                  Emil Kwaczala 

              
	 	
                Phone:
                  412-644-7727 

              
	 	
                Fax:
                  412-644-6224 

              


      

      
        


      

      
        


      

      
        


      

      
        [Signature
          Page to Amendment No. 1]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

      

      
        	 	
                PNC
                  BANK, NATIONAL ASSOCIATION 

              
	 	  
	 	  
	 	
                By:
                  

              	
                /s/
                  Philip K. Liebscher

              	 
	 	
                Name:
                  Philip K. Liebscher 

              
	 	
                Title:
                  Senior Vice President 

              
	 	  
	 	
                Address: 

              
	 	
                249
                  Fifth Avenue 

              
	 	
                Pittsburgh,
                  PA 15222 

              
	 	
                Attn:
                  Philip K. Liebscher 

              
	 	
                Phone:
                  412-762-3202 

              
	 	
                Fax:
                  412-762-6484 

              


      

      


      


      


      (Signature
        Page to Amendment No. 1]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                COLORADO
                  BUSINESS BANK 

              
	 	  
	 	  
	 	By:
                	
                /s/
                  Doug Pogge

              	 
	 	
                Name:
                  Doug Pogge 

              
	 	
                Title:
                  Senior Vice President 

              
	 	  
	 	  
	 	
                Address: 

              
	 	
                821
                  17th Street 

              
	 	
                Denver,
                  CO 80202 

              
	 	
                Attn:
                  Doug Pogge 

              
	 	
                Phone:
                  303-383-1288 

              
	 	
                Fax:
                  303-312-3477 

              


      

      


      


      


      [Signature
        Page to Amendment No. 1]