WAIVER TO CREDIT AGREEMENT
This
Waiver, dated as of July __, 2006 (this “Waiver”),
to
the Amended and Restated Credit Agreement dated June 28, 2000 (as the same
may
amended to date, the “Agreement”),
by
and between AeroCentury Corp., a Delaware corporation (“AeroCentury”),
the
banking institutions signatories thereto (collectively the “Banks”)
and
National City Bank, a national banking association, for itself and as Agent
for
the Banks under the Agreement (“National
City”).
All
capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to them in the Agreement.
Preliminary
Statement
WHEREAS,
AeroCentury is not in compliance with the EBITDA to Interest Ratio requirement
set forth in Section 7.2 of the Agreement for the Fiscal Quarter ended June
30,
2006; and
WHEREAS,
Section 10.2 of the Credit Agreement requires that the written consent of
National City, as Agent, and the Required Banks be obtained for the waiver
contemplated herein.
NOW
THEREFORE, in consideration of the premises and promises hereinafter set forth
and intending to be legally bound hereby, the parties hereto agree as
follows:
| 1. |
Waiver.
With respect to the Fiscal Quarter ended June 30, 2006 only, National
City
and the Banks hereby waive the financial covenant requirements set
forth
in Section 7.2 “EBITDA to Interest Ratio” which AeroCentury is required to
maintain so long as the Revolving Loan Commitments are in effect or
any
Obligation remains unpaid or outstanding.
|
| 2. |
Representations
and Warranties.
Except as otherwise disclosed herein, AeroCentury hereby restates the
representations and warranties made in the Agreement, including, but
not
limited to, Article 3 thereof, on and as of the date hereof as if
originally given on this date.
|
| 3. |
Covenants.
Subject to the effectiveness of the waiver provided herein, AeroCentury
hereby represents and warrants that it is in compliance and has complied
with each and every covenant set forth in the Agreement, as amended
by
this Waiver, including, but not limited to, Articles 5, 6 and 7 thereof,
on and as of the date hereof.
|
| 4. |
No
Default or Event of Default.
Except with regard to the Financial Covenant set forth in Section 7.2
of
the Agreement concerning the EBITDA to Interest Ratio, no Potential
Default or Event of Default under the Agreement has occurred and is
continuing.
|
| 5. |
Effectiveness
Conditions.
This Waiver shall be effective upon its execution and delivery and
the
execution and delivery of such other additional documents, instruments
and
agreements as National City as Agent and the Required Banks shall
reasonably request in connection with the foregoing
matter.
|
| 6. |
Affirmation.
AeroCentury hereby affirms its absolute and unconditional promise to
pay
to National City and the Banks the Loans and all other amounts due
under
the Agreement and any other Loan Document on the maturity dates(s)
provided in the Agreement or any other Loan Document, as such documents
may be amended hereby.
|
| 7. |
Effect
of Waiver.
This Waiver is granted precisely as written and shall not be deemed
(i) to
be a waiver relating to any prospective Fiscal Quarter or a consent
to, or
waiver, amendment, supplement or modification of, any other term or
condition of the Agreement (or any of the instruments or agreements
referred to therein) or (ii) to prejudice any other right or rights
which
the Banks may now have or may have in the future under or in connection
with the Agreement (or any of the instruments or agreements referred
to
therein).
|
| 8. |
Counterparts.
This Waiver may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures hereto
were upon the same instrument.
|
[Signature
page follows.]
IN
WITNESS WHEREOF, the parties hereto have each caused this Waiver to be duly
executed by their duly authorized representatives as of the date first above
written.
By ______________________________
Name: Xxxx
X.
Xxxxxxx
Title:
Senior
Vice President, Finance
NATIONAL
CITY BANK
By ________________________
Name: Xxxxxxx
X. Xxxxxx
Title: Senior
Vice President
CALIFORNIA
BANK & TRUST
By ________________________
Name: J.
Xxxxxxx Xxxxxxxx
Title: Vice
President
FIRST
BANK DBA FIRST BANK & TRUST
By ________________________
Name: Xxx
X.
Xxxxxx
Title: Vice
President
BRIDGE
BANK, NATIONAL ASSOCIATION
By ________________________
Name: Xxxxxxxxx
Xxxxx
Title: Senior
Vice President
