AGREEMENT OF JOINDER
AND
SIXTH AMENDMENT TO CREDIT AGREEMENT
AGREEMENT OF JOINDER AND SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as
of January 2, 2004 (the "Amendment"), to Credit Agreement dated June 28, 2000
(as amended, the "Agreement") by and between AeroCentury Corp., a Delaware
corporation ("AeroCentury"), the banking institutions signatories hereto and
such other institutions that hereafter become a "Bank" pursuant to Section 10.4
thereof (collectively the "Banks" and individually a "Bank") and National City
Bank, a national banking association, as Agent for the Banks under this
Agreement ("National City" which shall mean in its capacity as Agent unless
specifically stated otherwise). All capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed to them in the
Agreement.
Preliminary Statement
WHEREAS, National City, together with the other Banks (the "Existing
Banks") have requested, and First Bank dba First Bank & Trust ("FB&T") has
agreed, to join as a "Bank" under the Agreement in the manner hereinafter set
forth;
WHEREAS, FB&T agrees to make revolving credit loans in accordance with
the terms and conditions of the Agreement to AeroCentury, not to exceed at any
time outstanding, in the aggregate, FB&T's "Revolving Loan Commitment";
WHEREAS, National City and AeroCentury, together with the other Banks,
also desire to amend the Agreement in the manner hereinafter set forth, and
Section 10.2 of the Agreement requires that the written consent of National
City, the Required Banks and National City be obtained for certain amendments or
modifications 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. Joinder. Upon the effectiveness of this Amendment and as required by the
Agreement, FB&T joins in, assumes, adopts and becomes a Bank under the
Agreement. All references to the Bank contained in the Agreement or any of the
Loan Documents are hereby deemed, for all purposes, to refer to and include FB&T
in addition to the Existing Banks (including all grants of security interests in
the Collateral described therein) and agrees to comply with all of the terms,
undertakings and conditions of the Agreement as if it was an original signatory
thereto.
2. Amendments to Agreement. Exhibit A to the Agreement which sets forth the
"Banks' Commitments and Percentages" shall be and is hereby amended and restated
in its entirety as attached hereto.
3. Representations and Warranties. 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.
4. Covenants. AeroCentury hereby represents and warrants that it is in
compliance and has complied with each and every covenant set forth in the
Agreement (including this Amendment), including but not limited to Articles 5
and 6 thereof, on and as of the date hereof.
5. Effectiveness Conditions. This Amendment shall be effective upon completion
of the following conditions precedent (all documents to be in form and substance
satisfactory to National City and the Banks, and dated the date hereof):
(a) execution and delivery of this Amendment;
(b) execution and delivery of the Note by AeroCentury in favor of FB&T, in the
form attached as Annex A hereto;
(c) delivery of an Officer's Certificate in the form attached as Annex B hereto
confirming certain matters set forth therein executed by an officer of
AeroCentury; and
(d) execution and delivery of such other documents, instruments and agreements
as National City shall reasonably request in connection with the foregoing
matters.
6. Acknowledgment and Consent. National City and the Existing Banks hereby
acknowledge and consent to the joinder of FB&T as contemplated hereunder and
each hereby confirm and agree that all security interests and liens granted to
Agent for the benefit of the Banks continue in full force and effect and shall
continue to secure the obligations of AeroCentury under the Agreement and other
Loan Documents. FB&T shall have the same rights and powers under this Agreement
and the other Loan Documents as the other Banks.
7. Affirmation. AeroCentury hereby affirms its absolute and unconditional
promise to pay to 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 from time
to time and including by this Amendment.
8. Effect of Amendment. This Amendment amends the Agreement only to the extent
and in the manner herein set forth, and in all other respects the Agreement is
ratified and confirmed and continues in full force and effect. It is the intent
of the parties that the Agreement and this Amendment be interpreted as a single
instrument for all intents and purposes and that any references to the Agreement
shall be deemed to include and incorporate this Amendment.
9. Counterparts. This Amendment 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.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment
to be duly executed by their duly authorized representatives as of the date
first above written.
AEROCENTURY CORP.
By ________________________
Name:
Title:
NATIONAL CITY BANK
By ________________________
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CALIFORNIA BANK & TRUST
By ________________________
Name:
Title:
FIRST BANK DBA
FIRST BANK & TRUST
By ________________________
Name:
Title:
EXHIBIT A
BANKS' COMMITMENTS AND PERCENTAGES
Bank Commitment Percentage
National City Bank $25,000,000 50%
Specialized Banking Group, Philadelphia Region
One South Broad Street, 13th floor, Loc. 01-5997
Xxxxxxxxxxxx, XX 00000
Fax No. (000) 000-0000
California Bank & Trust $15,000,000 30%
San Francisco Regional Corporate Banking
000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Fax No. (000) 000-0000
First Bank dba $10,000,000 20%
First Bank & Trust
000 Xxxxxxxxxx Xxxxxx
00xx xxxxx
Xxx Xxxxxxxxx, XX 00000
Fax No. (000) 000-0000
------------ ----------
TOTAL $50,000,000 100%
ANNEX A
FORM OF NOTE
NOTE
$10,000,000
Philadelphia, PA ___________, 20__
For Value Received, AeroCentury Corp., a Delaware corporation, hereby promises
to pay to the order of First Bank dba First Bank & Trust (the "Bank"), in lawful
currency of the United States of America in immediately available funds at the
principal office of National City Bank in Cleveland, Ohio, on the Revolver
Termination Date or on such earlier date or dates as provided in the Credit
Agreement described below, the principal sum of TEN MILLION DOLLARS
($10,000,000) or, if less, the then unpaid principal amount of all Loans made by
the Bank pursuant to the Credit Agreement. AeroCentury Corp. promises also to
pay interest on the unpaid principal amount hereof in like money at such office
from the date hereof until paid in full at the rates and at the times provided
in the Credit Agreement. This Note is one of the Notes referred to in, is
entitled to the benefits of and is secured by security interests referred to in
the Credit Agreement, dated June 28, 2000, by and between AeroCentury Corp. and
the banking institutions named therein, with National City Bank as Agent (as
such may be amended, modified, supplemented, restated or replaced from time to
time, the "Credit Agreement"). This Note is subject to voluntary prepayment and
mandatory repayment prior to the Revolver Termination Date, in whole or in part,
as provided in the Credit Agreement. In case an Event of Default shall occur and
be continuing, the maturity date of the principal of and the accrued interest on
this Note may be accelerated and be declared to be due and payable in the manner
and with the effect provided in the Credit Agreement. AeroCentury hereby waives
presentment, demand, protest or notice of any kind in connection with this Note.
Notwithstanding the face amount of this Note, the undersigned's liability
hereunder shall be limited, at all times, to the actual aggregate outstanding
indebtedness to the Bank relating to such Bank's Loans, including all principal
and interest, together with all fees and expenses as provided in the Credit
Agreement, as established by the Bank's books and records which shall be
conclusive absent manifest error. Capitalized terms used but not defined herein
shall have the respective meanings assigned to them in the Credit Agreement.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO PENNSYLVANIA OR FEDERAL
PRINCIPLES OR CONFLICT OF LAWS.
AeroCentury Corp.
By ___________________________
Name:
Title:
ANNEX B
FORM OF OFFICER'S CERTIFICATE
[omitted from filing]
