Exhibit 10.1
AMENDMENT NO. 3 TO REVOLVING
CREDIT,
TERM LOAN AND SECURITY
AGREEMENT
This AMENDMENT NO. 3 TO REVOLVING CREDIT, TERM
LOAN AND SECURITY AGREEMENT (the "Amendment"), dated as of March
31, 2009, is by and among AIR METHODS CORPORATION, a Delaware
corporation ("AMC"), 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
lead arranger, sole book runner and administrative agent (in such
capacities, "Agent"), BANK OF AMERICA N.A., as successor by merger
to LaSalle Bank National Association, as syndication agent (in such
capacity, "Syndication Agent"), NATIONAL CITY BANK, as
documentation agent (in such capacity, "Documentation Agent"), and
the Lenders party to the Loan Agreement (defined below).
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, the Agent, the
Syndication Agent, the Documentation Agent, and the Lenders,
Borrowers incurred certain loans from Lenders.
B. The
parties desire to amend the Loan Agreement to make certain
amendments to the Loan Agreement as set forth in this
Amendment.
C. Any
capitalized terms used but not defined in this Amendment shall have
the meanings given to such terms in the Loan Agreement.
AGREEMENT
(a)
Section 1.1 of the Loan Agreement is amended by adding thereto a
new definition of "Recurring Rents," which shall read in its
entirety as follows:
"RECURRING RENTS" means rents paid by Borrower
with respect to operating leases, but excluding operating lease
payments under leases recharacterized as capital leases and
operating lease payments otherwise associated with assets
refinanced with the proceeds of Debt during the period.
(b)
The definition of "Total Adjusted Debt" found in Section 1.1 of the
Loan Agreement is amended to read in its entirety as
follows:
"TOTAL ADJUSTED DEBT" means, with respect to the
Borrowers and their Consolidated Subsidiaries at any date of
computation, the sum of (i) all Debt, less (ii) short term notes
payable secured by assets held for sale, plus (iii) the product of
six (6) times (A) all Recurring Rents paid by such persons during
the four (4) Fiscal Quarters ending with the date of computation
plus (B) any unfavorable lease amortization.
2.
Loan Agreement . Except as specifically amended
herein, all terms and provisions of the Loan Agreement shall remain
in full force and effect.
3.
Amendment Fee . In consideration of the
Lenders’ execution and delivery of this Amendment, as of the
date hereof the Borrowers shall pay to each Lender that executes
this Amendment a fully earned, non-refundable fee in an amount
equal to (a) 0.25% of the Total Revolving Credit Commitment
multiplied by such Lender’s Applicable Commitment Percentage,
plus (b) 0.25% of the outstanding principal balance of Term Loans
to which such Lender is entitled to payment.
4.
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.
(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 Bor
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