FINOVA CAPITAL CORPORATION
000 XXXX XXXXXXX XXXX
XXXXXXX, XXX XXXXXX 00000
July 29, 1997
Air Methods Corporation
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Air Methods Corporation/FINOVA Capital Corporation
Dear Sirs:
Air Methods Corporation (the "Borrower") has requested that FINOVA Capital
Corporation ("Lender") make a loan to the Borrower in the amount of
$4,464,611.02 (the "Loan") for the purposes of financing a portion of the
purchase price in connection with the acquisition of 100% of the outstanding
capital stock of Mercy Air Service, Inc. ("MASI") and substantially all of the
assets of Helicopter Service, Inc.
The Lender will not advance the proceeds of the Loan to the Borrower unless
the conditions precedent set forth in Section 5 of the Secured Loan Agreement
dated as of July 31, 1997 between MASI and the Lender have been (or
simultaneously with the funding contemplated hereunder will be) either fulfilled
by MASI and the Borrower or explicitly waived by the Lender (the "Conditions
Precedent").
The Borrower shall deliver a written request to the Lender (the "Drawdown
Notice") at least two (2) business days prior to the date on which the Borrower
desires the Lender to advance the proceeds of the Loan to Borrower. The request
shall contain:
(a) the date on which the Loan is to be advanced to the Borrower by the
Lender (the "Closing Date") (which day shall be a day on which banks
and financial institutions in New Jersey and New York are open for
business);
(b) the amount of the Loan; and
July 29, 1997
Page 2
(c) the accounts to which the proceeds of the Loan are to be made
available.
If the Borrower delivers the Drawdown Notice to the Lender and the Lender
does not advance the proceeds of the Loan to the Borrower due to the failure of
the Borrower to satisfy the Conditions Precedent, the Borrower shall indemnify
and hold harmless the Lender against any and all costs, losses, expenses,
damages, penalties or fees incurred by the Lender as a result of the Loan not
being advanced to the Borrower.
Please execute this letter if you are in agreement with the terms set forth
herein.
FINOVA CAPITAL CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
AGREED AND ACCEPTED:
AIR METHODS CORPORATION
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: CFO
