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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.
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.
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.
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