EXHIBIT 10.1
AMENDMENT NO. 2
TO
AMENDED AND RESTATED
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
THIS
AMENDMENT NO. 2 (this "Amendment") is entered into as of October
31,
2006, 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
amended by Amendment No. 1 to Amended and Restated Revolving
Credit, Term Loan
and Security Agreement dated as of December 15, 2005, and 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) increase the
Maximum
Revolving Advance Amount from $35,000,000 to $45,000,000 and (b)
increase the
maximum annual amount of Indebtedness, operating leases for
Aircraft and
Equipment and Unfinanced Capital Expenditures permissible pursuant
to the terms
of Section 7.8 of 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
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shall have the meanings given to them in the Loan Agreement.
2.
Amendments to Loan Agreement. Subject to satisfaction of the
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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
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EXHIBIT 10.1
"Amendment No. 2" shall mean Amendment No. 2 to this Agreement
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dated as of October 31, 2006.
"Amendment No. 2 Closing Date" shall mean the date when the
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conditions in
Section 3 of Amendment No. 2 have been met to the
satisfaction of
Agent.
(b)
The defined term "Maximum Revolving Advance Amount" appearing
in Section 1.2 of the Loan Agreement is hereby amended and restated
as follows:
"Maximum Revolving Advance Amount" shall mean $45,000,000.
--------------------------------
(c)
Section 7.8 of the Loan Agreement is hereby amended by
deleting all references to the sum "$40,000,000" and by inserting
the sum
"$50,000,000" in lieu thereof.
3.
Conditions of Effectiveness. This Amendment shall become
effective
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upon satisfaction of the following conditions precedent, each of
which shall be
in form and substance reasonably satisfactory to Agent and its
counsel.
(a)
Agent shall have received six (6) copies of this Amendment
duly executed by each Borrower and each Lender;
(b)
Each Borrower shall have executed and delivered to Agent, for
the benefit of the respective Lenders, a third amended and restated
Revolving
Credit Note for each Lender;
(c)
Agent shall have received, for the pro rata benefit of the
Lenders, an amendment fee in the sum of $25,000, and reimbursement
for all fees
and expenses incurred in connection with this Amendment (including,
without
limitation, the legal fees and expenses of counsel to Agent);
(d)
Agent shall have received a copy of the resolutions,
