Exhibit 10.1
AMENDMENT NO. 1
TO
AMENDED AND RESTATED
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
THIS AMENDMENT
NO. 1 (this "Amendment") is entered into as of December 15,
2005, 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
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) extend the maturity date
of the Loan Agreement to five (5) years
from the closing of this Amendment, (b)
consolidate Term Loan A and Term Loan B and
increase the maximum principal sum
of the aggregate Term Loan from $20,000,000
to $25,000,000, and (c) effectuate
certain other modifications to 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
-----------
shall have the meanings given to them in the Loan Agreement.
2. Amendments to
Loan Agreement. Subject to satisfaction of the
-----------------------------
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:
1
<PAGE>
"Amendment No. 1" shall mean Amendment No. 1 to this
---------------
Agreement dated as of December 15, 2005.
"Amendment No. 1 Closing Date" shall mean the date when the
----------------------------
conditions in Section 3 of Amendment No. 1 have been met to the
satisfaction of Agent.
(b)
The defined terms "Aircraft Collateral Value", "Applicable
Margin", "Contract Rate", "Excess Cash
Flow", "Fee Letter", "Note", "Revolving
Advances", "Revolving Credit Note", "Senior
Debt", and "Senior Debt Payments"
appearing in Section 1.2 of the Loan
Agreement are hereby amended and restated
as follows:
"Aircraft Collateral Value" shall mean the value ascribed by
-------------------------
Agent to each of the Unencumbered Aircraft as of the Closing
Date
for purposes of determining the amounts to be loaned hereunder
against such Unencumbered Aircraft, as set forth on Exhibit D,
as
---------
reduced, from time to time, by each such Aircraft's allocable
share of
principal payments made by any Borrower with respect to
the Term Loan, in accordance with the formulation set forth on
Exhibit D.
---------
"Applicable Margin" shall mean, as of the Amendment No. 1
-----------------
Closing Date, with respect to Eurodollar Loans consisting of
Revolving Advances, 1.75%. Commencing with the receipt and
review
by Agent of Borrowers' quarterly financial statements pursuant
to
Section 9.8 hereof for the fiscal quarter ending December 31,
2005, and upon receipt and review by Agent of Borrower's
quarterly financial statements at the end of each fiscal
quarter
thereafter, the Applicable Margin shall be adjusted effective
five (5) Business Days following receipt of such statements to
the percentages set forth below, based upon the ratio of Senior
Debt
to EBITDA at the end of such fiscal quarter:
<TABLE>
<CAPTION>
Senior Debt to EBITDA Ratio
Revolving
---------------------------
---------
Advances
--------
<S>
<C>
Less than 2.00 :1.00
1.75%
Greater than or equal to 2.00 but less
2.00%
than 2.50:1.00
Greater than or equal to 2.50 but less
2.25%
than 3.50:1.00
Greater than or equal to 3.50 but less
2.50%
than
4.00:1.00
Greater than or equal to 4.00:1.00
3.00%
</TABLE>
2
<PAGE>
If any financial statements referred to above are not delivered
within the required time periods then, until so delivered, the
Senior Debt to EBITDA Ratio as at the end of the fiscal period
that would have been covered thereby shall, for the purpose of
this definition, be deemed to be greater than 4.00 to 1.0 and
the
Applicable Margin based upon such Senior Debt to EBITDA Ratio
shall become effective as of the due date of such delinquent
financial statements. No reduction in the Applicable Margin
shall
occur if an Event of Default has occurred and is continuing at
the time such reduction is scheduled to occur.
"Contract Rate" shall mean, as applicable, the Revolving
-------------
Interest Rate or the Term Loan Rate.
"Excess Cash Flow" for any fiscal period shall mean (a)
----------------
EBITDA of Borrowers on a Consolidated Basis for such fiscal
period minus (b) Unfinanced Capital Expenditures made by
-----
Borrowers on a Consolidated Basis during such fiscal period
minus
-----
(c) without duplication for sums deducted in clause (b), costs
expended during such fiscal period in connection with new base
openings minus (d) taxes actually paid by Borrowers on a
-----
Consolidated Basis during such fiscal period minus (e) Senior
-----
Debt Payments made by Borrowers on a Consolidated Basis during
such fiscal period.
"Fee Letter" shall
mean the amended and restated fee letter
-----------
dated December 15, 2005 among Borrowers, PNC Capital Markets
LLC
(successor-in-interest to PNCCM) and PNC.
"Note" shall mean, collectively, the Term Note and the
----
Revolving Credit Note.
"Revolving Advances" shall mean Advances made other than
------------------
Letters of Credit and the Term Loan.
"Revolving Credit Note" shall mean, collectively, the
---------------------
amended and restated notes referred to in Section 2.1(a)
hereof,
as same may be further amended and restated from time to time.
"Senior Debt" shall mean and include (a) all Revolving
-----------
Advances hereunder, plus (b) the Term Loan, plus (c) Aircraft
Indebtedness, plus (d) Capitalized Lease Obligations.
"Senior Debt Payments" shall mean and include all cash
--------------------
actually expended by any Borrower to make (a) interest payments
on any Advances hereunder, plus (b) principal payments on the
Term Loan, plus (c) payments for all fees, expenses,
commissions
and charges set forth herein and with respect to any Advances,
plus
(d) payments on Capitalized Lease Obligations, plus (e)
payments with respect to any other Indebtedness for borrowed
money including Aircraft Indebtedness.
3
<PAGE>
(c) The defined
terms "Term Loan A", "Term Loan A Rate", Term Loan
B", "Term Loan B Rate", "Term Loans", "Term Note
A", "Term Note B" and "Term
Notes" appearing in Section 1.2 of the Loan
Agreement are hereby deleted and the
following new defined terms shall be
inserted in their appropriate alphabetical
order:
"Term Loan" or "Term Loans" shall mean the advances made
---------
----------
pursuant to Section 2.4 hereof.
"Term Loan Rate" shall mean an interest rate per annum equal
--------------
to (a) the sum of the Alternate Base Rate plus two and one-half
percent (2.50%) with respect to Domestic Rate Loans and (b) the
sum of the Eurodollar Rate plus four percent (4.00%) with
respect
to Eurodollar Rate Loans.
"Term Note" shall mean, collectively, the promissory notes
---------
described in Section 2.4.
(d)
Section 2.4 of the Loan Agreement is hereby amended and
restated as follows:
2.4
Term Loan. On the Closing Date, (a) "Term Loan A" (as
---------
such term was defined in the Agreement prior to the Amendment
No.
1 Closing Date) in the aggregate amount of $12,000,000 was
advanced to Borrowers and (b) "Term Loan B" (as such term was
defined in the Agreement prior to the Amendment No. 1 Closing
Date) in the aggregate amount of $8,000,000 was advanced to
Borrowers. The outstanding principal balance of Term Loan A as
of
the Amendment No. 1 Closing Date is $12,000,000 and the
outstanding principal balance of Term Loan B as of the
Amendment
No. 1 Closing Date is $8,000,000. Subject to the terms and
conditions of Amendment No. 1, on the Amendment No. 1 Closing
Date (a) Term Loan A and Term Loan B shall be consolidated and
recast as the "Term Loan" and (b) each Lender, severally and
not
jointly, will make an additional Term Loan to Borrowers in the
sum equal to such Lender's Commitment Percentage of $5,000,000,
so that the aggregate principal amount of the Term Loan shall
be
$25,000,000. The Term Loan shall be, with respect to principal,
payable in equal consecutive quarterly installments, each in
the
sum of $425,000, commencing November 15, 2006 and continuing on
the fifteenth (15th) day of each February, May, August and
November thereafter, until the last day of the Term when the
entire
unpaid principal sum of the Term Loan shall be payable in
full, subject to acceleration upon the occurrence of an Event
of
Default under this Agreement or termination of this Agreement.
The Term Loan shall be evidenced by one or more secured amended
and restated promissory notes (collectively, the "Term Note")
in
substantially the form attached to Amendment No. 1 as Exhibit
2.4
-----------
thereto.
4
<PAGE>
(e)
Section 2.6(a) of the Loan Agreement is hereby amended and
restated as follows:
(a)
The Revolving Advances shall be due and payable in
full on the last day of the Term subject to earlier prepayment
as
herein provided. The Term Loan shall be due and payable as
provided in Section 2.4 hereof and in the Term Note, subject to
mandatory prepayments as herein provided.
(f)
Section 2.20(a) of the Loan Agreement is hereby amended and
restated as follows:
(a)
Each borrowing of Revolving Advances shall be
advanced according to the applicable Commitment Percentages of
Lenders. The Term Loan shall be advanced according to the
Commitment Percentages of Lenders.
(g)
Section 2.20(b) of the Loan Agreement is hereby amended and
restated as follows:
(b)
Each payment (including each prepayment) by any
Borrower on account of the principal of and interest on the
Revolving Advances, shall be applied to the Revolving Advances
pro rata according to the applicable Commitment Percentages of
Lenders. Each payment (including each prepayment) by any
Borrower
on account of the principal of and interest on Term Note, shall
be made from or to, or applied to that portion of Term Loan
evidenced by Term Note pro rata according to the Commitment
Percentages of Lenders. Except as expressly provided herein,
all
payments (including prepayments) to be made by any Borrower on
account of principal, interest and fees shall be made without
set
off or counterclaim and shall be made to Agent on behalf of the
Lenders to the Payment Office, in each case on or prior to 1:00
p.m., in Dollars and in immediately available funds.
(h)
The last sentence of Section 2.21(b) of the Loan Agreement is
hereby amended and restated as follows:
Such repayments shall be applied (x) first, to the outstanding
principal installments of the Term Loan in the inverse order of
the maturities thereof and (y) second, to the remaining
Advances
in such order as Agent may determine, subject to Borrowers'
ability to reborrow Revolving Advances in accordance with the
terms hereof.
(i)
The first sentence of Section 2.21(c) of the Loan Agreement is
hereby amended and restated as follows:
Borrowers shall prepay the outstanding amount of the Advances
in
an amount equal to 50% of Excess Cash Flow for each fiscal year
5
<PAGE>
commencing on or after January 1, 2006, payment in respect of
which shall be made in 2007, payable upon delivery of the
financial statements to Agent referred to in and required by
Section 9.7 for such fiscal year but in any event not later
than
ninety (90) days after the end of each such fiscal year, which
amount shall be applied (x) first, to the outstanding principal
installments of the Term Loan in the inverse order of the
maturities thereof, and (y) second, to the remaining Advances
in
such order as Agent may determine, subject to Borrowers'
ability
to reborrow Revolving Advances in accordance with the terms
hereof.
(j)
The second sentence of Section 3.1 of the Loan Agreement is
hereby amended and restated as follows:
Interest charges shall be computed on the actual principal
amount
of Advances outstanding during the month at a rate per annum
equal to (i) with respect to Revolving Advances, the applicable
Revolving Interest Rate, (ii) with respect to the Term Loan,
the
applicable Term Loan Rate (as applicable, the "Contract Rate").
(k)
Section 6.5(c) of the Loan Agreement is hereby amended and
restated as follows:
(c)
Leverage Ratio. Commencing with the fiscal quarter
ending June 30, 2005, maintain a ratio of Senior Debt to EBITDA
at
the end of each fiscal quarter during each period set forth
below with respect to the four fiscal quarters then ended of
not
greater than the ratio set forth below:
<TABLE>
<CAPTION>
-------------------------------------
Period
Ratio
-------------------------------------
<S>
<C>
-------------------------------------
07/01/04 - 06/30/05 4.00 to 1.00
-------------------------------------
10/01/04 - 09/30/05
3.50
to 1.00
-------------------------------------
01/01/05 - 12/31/05 3.25 to
1.00
-------------------------------------
01/01/06 and thereafter 3.25 to 1.00
-------------------------------------
-------------------------------------
</TABLE>
(l)
Section 13.1 of the Loan Agreement is hereby amended and
restated as follows:
13.1
Term. This Agreement, which shall inure to the
----
benefit of and shall be binding upon the respective successors
and permitted assigns of each Borrower, Agent and each Lender,
shall continue in full force and effect until December 14, 2010
(the "Term") unless sooner terminated as herein provided.
Borrowers may terminate this Agreement at any time upon sixty
(60) days' prior written notice upon payment in full of the
Obligations. In the event the Obligati
