AMENDED AND RESTATED SECURITY AGREEMENT
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NAME & ADDRESS OF DEBTORS:
AIR METHODS CORPORATION
7301 S. Peoria Street
Englewood, CO 80112
MERCY AIR SERVICE, INC.
1670 Miro Way
Rialto, CA 92376
LIFENET, INC.
2207 Scott Avenue
St. Louis, MO 63103
ROCKY MOUNTAIN HOLDINGS, L.L.C.
800 South 3110 West
Provo, UT 84601
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NAME & ADDRESS OF SECURED PARTY:
PNC BANK, NATIONAL ASSOCIATION
Two Tower Center
East Brunswick, NJ 08816
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ABOVE SPACE FOR
FAA USE ONLY
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THIS AMENDED AND
RESTATED SECURITY AGREEMENT ("Security Agreement") dated
May 9, 2005 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 (formerly
known as Arch Air Medical Service, Inc.)
("LNI") (AMC, RMH, Mercy and LNI, each a
"Debtor" and collectively "Debtors")
and PNC BANK, NATIONAL
<PAGE>
ASSOCIATION ("PNC"), as agent for Lenders
(as defined below) (PNC, in such
capacity, the "Agent" or "Secured
Party").
RECITALS
A. Pursuant to that
certain Revolving Credit and Security Agreement
dated as of October 16, 2002 (as amended,
the "Original Loan Agreement") among
Debtors, Secured Party and the financial
institutions described therein
("Lenders"), Secured Party and Lenders
agreed to extend credit to Debtors, upon
the terms and conditions set forth
therein.
B. In order to
induce Secured Party and Lenders to enter into the
Original Loan Agreement, pursuant to a
Security Agreement dated October 16, 2002
and recorded by the Federal Aviation
Administration on November 25, 2002, as
Conveyance No. E001487 (the "Original
Security Agreement"), each Debtor granted,
pledged, assigned and conveyed to Secured
Party for its benefit and the ratable
benefit of Lenders a continuing security
interest in and to certain Collateral
(as defined in the Original Security
Agreement), to secure all of its
Obligations (as defined in the Original
Loan Agreement).
C. Pursuant to that
certain Amended and Restated Revolving Credit, Term
Loan and Security Agreement dated May 9,
2005 (as amended, supplemented or
otherwise modified from time to time, the
"Loan Agreement") among Debtors,
Secured Party and the Lenders described
therein, Secured Party and Lenders
agreed to continue to extend credit to
Debtors, and increase the maximum amount
of such credit, upon the terms and
conditions set forth therein, and Debtors
agreed to provide additional Collateral to
Secured Party for its benefit and the
ratable benefit of Lenders.
D. In order to
induce Secured Party and Lenders to enter into the Loan
Agreement, Debtor has agreed to amend and
restate the Original Security
Agreement and each Debtor does hereby
ratify and reaffirm its previous grant,
pledge, assign and convey to Secured Party
and hereby further grants, pledges,
assigns and conveys to Secured Party for
its benefit and the ratable benefit of
Lenders a continuing security interest in
and to the Collateral (as hereinafter
defined), to secure all of its Obligations
(as defined in the Loan Agreement).
E. Secured Party
and Lenders have conditioned their obligation to enter
into the Loan Agreement upon the execution
and delivery of this Security
Agreement by Debtors.
NOW, THEREFORE,
in consideration of the foregoing and for other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, each Debtor hereby agrees
with Secured Party as follows:
Section 1.
Definitions. Unless
otherwise defined herein, all
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capitalized terms used herein shall have
the respective meanings given to such
terms in the Loan Agreement. All terms used herein and defined
in the Uniform
Commercial Code as adopted in the State of
New York from time to time shall have
the meaning given therein unless otherwise
defined herein. To the
extent the
definition of any category or type of
Collateral is expanded by any amendment,
modification or revision to the Uniform
Commercial Code, such expanded
definition will apply automatically as of
the date of such amendment,
modification or revision.
2
<PAGE>
"Aircraft" shall mean (i) an engine-driven fixed-wing aircraft
heavier
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than air, that is supported in flight by
the dynamic reaction of the air against
its wings or (ii) a rotorcraft that, for
its horizontal motion, depends
principally on its engine-driven rotors.
Aircraft shall include
any item which
is incorporated in, attached to or
specifically acquired by a Debtor to be used
only in connection with a specific
Aircraft.
"Collateral" shall mean and include:
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(a)
all Receivables;
(b)
all Equipment (including Unencumbered Aircraft, but
excluding all other Aircraft);
(c)
all General Intangibles;
(d)
all Inventory;
(e)
all Investment Property;
(f)
all of each Debtor's right, title and interest in and to
(i) its respective goods and other property
including, but not limited to, all
merchandise returned or rejected by
Customers, relating to or securing any of
the Receivables; (ii) all of each Debtor's
rights as a consignor, a consignee,
an unpaid vendor, mechanic, artisan, or
other lienor, including stoppage in
transit, setoff, detinue, replevin,
reclamation and repurchase; (iii) all
additional amounts due to any Debtor from
any Customer relating to the
Receivables; (iv) other property, including
warranty claims, relating to any
goods securing this Agreement; (v) all of
each Debtor's contract rights, rights
of payment which have been earned under a
contract right, instruments (including
promissory notes), documents, chattel paper
(including electronic chattel
paper), warehouse receipts, deposit
accounts, letters of credit, and money; (vi)
all commercial tort claims (whether now
existing or hereafter arising); (vii) if
and when obtained by any Debtor, all real
and personal property of third parties
in which such Debtor has been granted a
lien or security interest as security
for the payment or enforcement of
Receivables; and (viii) any other goods,
personal property or real property now
owned or hereafter acquired in which any
Debtor has expressly granted a security
interest or may in the future grant a
security interest to Agent hereunder, or in
any amendment or supplement hereto
or thereto, or under any other agreement
between Agent and any Debtor;
(g)
all of each Debtor's ledger sheets, ledger cards, files,
correspondence, records, books of account,
business papers, computers, computer
software (owned by any Debtor or in which
it has an interest), computer
programs, tapes, disks and documents
relating to (a), (b), (c), (d), (e) or (f)
of this Paragraph; and
(h)
all proceeds and products of (a), (b), (c), (d), (e), (f)
and (g) in whatever form, including, but
not limited to: cash,
deposit accou
