SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT FOR SALE OF COLLATERAL
SECOND AMENDMENT TO CREDIT AGREEMENT
AND CONSENT FOR SALE OF
COLLATERAL
THIS
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT FOR SALE OF
COLLATERAL (this "Agreement") is made as of
November 26, 2019, by and among AEROCENTURY CORP., a Delaware
corporation (“Borrower”), the Lenders
(defined below) and MUFG UNION BANK, N.A., as agent for the Lenders
(in such capacity, "Agent"), with reference to the
following recitals:
RECITALS
A. Borrower, JetFleet
Holding Corp., a California corporation (“Holding Guarantor”), and
JetFleet Management Corp., a California corporation
(“Management
Guarantor” and together with Holding Guarantor,
collectively the “Guarantors”), on the one
hand, and Agent and the lenders (collectively, the
“Lenders”) under that
certain Third Amended and Restated Credit Agreement dated as of
February 19, 2019 (as amended by the Forbearance Agreement (defined
hereinafter), and as may be further amended, extended, renewed,
supplemented or otherwise modified from time to time, the
“Credit
Agreement”), on the other hand, are parties to that
certain Forbearance Agreement dated as of October 28, 2019, as
amended pursuant to that certain First Amendment of Forbearance
Agreement and First Amendment to Credit Agreement dated as of
November 13, 2019 (as may be further amended, extended,
renewed, supplemented or otherwise modified from time to time, the
“Forbearance
Agreement”).
B. To secure
Borrower’s Obligations under the Credit Agreement and the
other Loan Documents, Borrower granted Agent security interests and
liens in and to, among other Collateral, the following Collateral
(collectively, the “Specified Collateral”):
one (1) Bombardier model Dash 8-311 aircraft bearing
manufacturer’s serial number 236 and Norwegian registration
number LN-WFC (the “236 Aircraft”), together
with two (2) Xxxxx & Xxxxxxx Canada model PW123 aircraft
engines bearing manufacturer’s serial numbers AE0162 and
124526, respectively (together, the “236 Engines” and,
collectively with the 236 Aircraft and 236 Engines, the
“236 Aircraft
Collateral”), and the Lease related thereto with
Wideroe’s Flyveselskap AS.
C. Borrower granted
Agent the security interests and liens in the Specified Collateral
pursuant to the Collateral Documents, including the Credit
Agreement, a Third Amended and Restated Mortgage and Security
Agreement dated as of February 19, 2019 between Borrower and Agent
recorded by the FAA on March 16, 2019 and assigned Conveyance No.
OT019285 (as amended, supplemented or otherwise modified from time
to time, the “US
Mortgage”), and an Aircraft Mortgage Deed dated April
28, 2010 and recorded in the Norway (the “Norwegian
Mortgage”).
D. Borrower informed
Agent and the Lenders that it intends to sell the 236 Aircraft
Collateral and such sale is expected to close on or about
November 29, 2019 (and Borrower intends to use the amount
invoiced for such sale to pay down the indebtedness under the
Credit Agreement), and has requested that the Lenders consent to
such sale and the associated release of the security interests and
liens covering the Specified Collateral under the Collateral
Documents. Agent and the Lenders are willing to consent to the
foregoing on the terms and conditions set forth
herein.
E. Additionally,
Lenders have agreed to make certain modifications to the Credit
Agreement on the terms set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto represent, warrant and
agree as follows:
1. Recitals. The recitals set
forth above are true and correct and are hereby incorporated
herein.
2. Defined Terms. Any and all
initially-capitalized terms used in this Agreement (including,
without limitation, in the Recitals to this Agreement), without
definition shall have the respective meanings specified in the
Credit Agreement and/or Forbearance Agreement, as
applicable.
3. Acknowledgments. Borrower and
Guarantors each restates and reaffirms the acknowledgments each
made in Section 3
of the Forbearance Agreement as of the Effective Date as such term
is defined in Section 9 hereof. Except as
expressly set forth herein, all terms, conditions, covenants,
representations and warranties contained in the Forbearance
Agreement, the Credit Agreement, the other Loan Documents and all
rights of Agent and the Lenders and all obligations of Borrower and
the Guarantors thereunder, remain in full force and effect. Each of
Borrower and the Guarantors hereby confirm that the Forbearance
Agreement, the Credit Agreement, the other Loan Documents and the
Collateral Documents are in full force and effect.
4. Amendments to Credit Agreement.
The Credit Agreement shall be amended as follow:
(a) The definitions of
“Revolving Commitment” and “Maximum Amount”
shall each be amended by replacing “One Hundred Fifteen
Million and 00/100 Dollars ($115,000,000.00)” in the first
sentence thereof with “Ninety Three Million and 00/100
Dollars ($93,000,000.00)”.
(b) Section 2.18 of the Credit
Agreement shall be amended by replacing “One Hundred Thirty
Million and 00/100 Dollars ($130,000,000.00)” in the first
sentence thereof with “One Hundred Eight Million and 00/100
Dollars ($108,000,000.00)”.
(c) All references to
“Revolving Commitment”, the “Maximum
Amount”, the “Revolving Loans” or such similar
terms describing the amount of the Credit Facility in the Credit
Agreement and the other Loan Documents shall be amended to be
references to such respective terms in the amount of
$93,000,000.
(d) Schedule A to the Credit
Agreement shall be amended and replaced with Schedule A attached
hereto.
5. Consent to Sale. The Lenders
consent to sale of the 236 Aircraft Collateral and the release of
the security interests and liens granted under the Collateral
Documents solely with respect to Specified Collateral. The Lenders
hereby authorize Agent to enter into and deliver appropriate lien
releases, filings and related instruments necessary to effectuate
the terms of this Agreement and the discharge of the liens granted
to Agent under the Collateral Documents with respect to the
Specified Collateral, including the Credit Agreement, the US
Mortgage and the Norwegian Mortgage.
6. Sale Proceeds. Borrower shall
cause the proceeds of the sale of the 236 Aircraft Collateral
in the amount of $2,600,000 (the “236 Sale Proceeds”) to be
deposited into the Restricted Account (defined below) held with
Agent. Borrower hereby acknowledges and agrees that the 236 Sale
Proceeds and any and all funds in the Restricted Account shall be
subject to Agent’s security interest, shall constitute
Collateral for the Obligations and shall be subject to the terms
hereof and the terms of the Credit Agreement (including
Section 2.11
thereof (Application of Payments)) and of the Forbearance
Agreement.
7. Release of Liens. Effective
upon Agent’s receipt of a wire transfer confirmation number
from the purchaser of the 236 Aircraft Collateral evidencing the
transfer of the 236 Sale Proceeds as described in Section 6 above, Agent agrees to
release and discharge its security interests and liens in the 236
Aircraft Collateral and authorizes and consents to any filings
necessary to evidence the releases pursuant to this Section 7 or the discharge of any
liens thereof.
8. Restricted Account. Borrower
has established the depository account, bearing account number
XXXXX00046 (“Restricted Account”),
with MUFG Union Bank, N.A., in its capacity as depository bank
(“MUFG”). As an additional
security for the Obligations, Borrower hereby grants to Agent a
first priority perfected security interest in the Restricted
Account and all sums deposited therein. Promptly upon Agent’s
request, Borrower shall execute and deliver to Agent an original
control agreement, in form and substance satisfactory to Agent,
entered into by and among Borrower, Agent, as secured party, and
MUFG, as the depository bank ("Control Agreement"). Borrower
shall pay all costs and expenses in connection with establishing
and administering the Restricted Account. Unless specifically
otherwise agreed to by Agent and all Lenders, the following terms
shall apply to the Restricted Account (for avoidance of doubt,
“all Lenders” herein means all the Lenders other than
any Defaulting Lender, subject to the penultimate paragraph of
Section 12.16
of the Credit Agreement):
(a) The Restricted
Account shall be a “blocked” account, Borrower shall
not be entitled to make any withdrawals of any funds thereof, and
Agent shall have the sole right to make such withdrawals for the
purposes agreed upon by Agent and all Lenders in their sole and
absolute discretion.
(b) During the
Forbearance Period (as defined in the Forbearance Agreement) and
prior to the occurrence of any Forbearance Termination Event (as
defined in the Forbearance Agreement) or any Event of Default that
is not a Specified Default (as defined in the Forbearance
Agreement), the Lenders hereby authorize Agent to make
disbursements of funds from the Restricted Account to fund
(i) liquidity needs (the related expenses for such needs are
described under the “operating disbursements” and
“financing disbursements” categories in the Cash Flow
Budget (defined in the Forbearance Agreement) delivered to Agent on
November 8, 2019) of Borrower identified in Borrower’s
Cash Flow Budget approved by all Lenders in accordance with
Section 9 (beginning with the
November 27 Budget (defined below) together with any revised budget
approved by all Lenders subsequent thereof) (such expenses,
“Liquidity
Needs”), and (ii) such other expenses as may be
agreed to by all Lenders in their sole and absolute discretion.
Nothing herein shall obligate Agent or any Lender to approve any
Cash Flow Budget. Agent and Lenders shall have no obligation to
make any disbursements from the Restricted Account unless such
disbursement is pursuant to a Cash Flow Budget approved by all
Lenders. Any requests for disbursements from the Restricted Account
may be conditioned on Borrower’s satisfaction of any
conditions that Agent shall require in Agent’s sole and
absolute discretion.
(c) Borrower
acknowledges and agrees that, upon the occurrence of a Forbearance
Termination Event (as defined in the Forbearance Agreement) or an
Event of Default that is not a Specified Default (as defined in the
Forbearance Agreement) covered by the Forbearance Agreement, any
and all funds in the Restricted Account may, at the election of
Agent and all Lenders, be applied to the repayment of the
Obligations or any other amounts owing under the Loan Documents as
set forth in the applicable terms of the Credit Agreement
(including Section 2.11
thereof).
9. Cash Flow Budgets Review;
Disbursements. Borrower acknowledges and agrees that the 236
Sale Proceeds and any funds in the Restricted Account constitute
Collateral for the Obligations, may be applied immediately to the
repayment to such Obligations and Lenders are under no obligation
to permit the use of such funds for other purposes. Solely as an
accommodation to Borrower and Guarantors, Lenders agree to consider
requests by Borrower for the disbursement of funds in the
Restricted Account to fund Borrower’s Liquidity Needs
identified in the Cash Flow Budgets submitted for Lenders’
approval as described herein in all Lenders’ sole and
absolute discretion. Unless otherwise agreed to by Agent and all
Lenders, the following shall apply to the process of submitting
such Cash Flow Budgets for the consideration and approval or
disapproval by all Lenders:
(a) Lenders shall not
have any obligation to consider any Cash Flow Budget for approval
if each of the following is not satisfied in all respects
satisfactory to Agent or waived by Agent in its sole and absolute
discretion:
(i) such Cash Flow
Budget shall be submitted to Agent covering a 13-week period (such
period is referred to herein as the “13-Week Period”) (and the
parties recognize that the next Cash Flow Budget is to be submitted
by November 27, 2019 (such Cash Flow Budget is referred to
herein as the “November 27
Budget”));
(ii) each
Cash Flow Budget submitted shall be accompanied by a variance
report described in the Forbearance Agreement (such report, the
“Variance
Report”); and
(iii) the
Variance Report shall show that actual net cash flow
(“Actual Net Cash
Flow”) for the Comparison Period (defined below)
minus the net cash flow
contained in the most recently approved Cash Flow Budget (the
“Budgeted Net Cash
Flow”) for the Comparison Period (defined below)
(subject to clause (9)(a)(iii)(D) hereof) does not exceed the
Variance Limit (defined below). For purposes of this
Section:
(A)
the
“Comparison Period” shall mean the trailing two (2)
week period up through and including the Friday of the week
immediately prior to the submission of the Variance
Report;
(B)
the “Variance
Limit” shall mean a variance (whether negative or positive)
of the Actual Net Cash Flow compared to the Budgeted Net Cash Flow
for the Comparison Period equal to the greater of (I) fifteen
percent (15%) of the Budgeted Net Cash Flow for the Comparison
Period or (II) $100,000 (subject to clause (9)(a)(iii)(D)
hereof);
(C)
if Actual Net Cash
Flow is less or more than the Budgeted Net Cash Flow for the
Comparison Period by a number (subject to clause (9)(a)(iii)(D)
hereof) in excess of the Variance Limit, this will be deemed a
“Budgeted Net Cash
Flow Violation”;
(D)
for the purposes of
the calculations in this Section, the minus sign (i.e., “( )” or
“—”) in the resulting product of any such
calculation is ignored; and
(E)
for the avoidance
of doubt, a Budgeted Net Cash Flow Violation does not constitute a
Default or an Event of Default.
(b) No later than three
(3) Business days after receipt of such Cash Flow Budget, all
Lenders shall review and, in their sole and absolute discretion,
approve or disapprove such Cash Flow Budget (which approval or
disapproval may be provided to Agent by email or through
DebtDomain), which Cash Flow Budget must be approved by Agent and
all Lenders. To the extent any Lender whose approval is required
does not affirmatively disapprove or approve such Cash Flow Budget
during such period, such Lender shall be deemed to have approved
such Cash Flow Budget.
(c) While Borrower is
required under the Forbearance Agreement to provide the Cash Flow
Budget on a bi-weekly basis, each Cash Flow Budget submitted to all
Lenders for their consideration under this Section 9 (beginning with the
November 27 Budget) will be considered for approval by all Lenders
on a monthly basis (such approved Cash Flow Budget referred to as
the “Approved
Monthly Budget”). Lenders’ monthly approval of a
Cash Flow Budget (beginning with the November 27 Budget) will,
subject to clause (d) this Section 9, specifically cover the
projected cash flow disbursements during weeks two through five of
the 13-Week Period covered by the Cash Flow Budget (such four
(4)-week period is referred to herein as the “Approved Disbursement
Period”). Agent may make such disbursements for each
week in such Approved Disbursement Period by the end of each such
week.
(d) If the Variance
Report submitted with the Cash Flow Budget two (2) weeks after the
Approved Monthly Budget shows a Budgeted Net Cash Flow Violation,
then:
(i) the Cash Flow
Budget submitted at that time must be an updated Cash Flow Budget
(the “Updated
Budget”) that reflects updated actual net cash
flow;
(ii) Lender
approval for the previous Approved Monthly Budget as described
clause (c) of this Section 9 shall no longer apply;
and
(iii) disbursements
from the Restricted Account for the week in which the Updated
Budget is delivered shall be suspended, and may only resume after
the Updated Budget is approved by all Lenders in their sole and
absolute discretion pursuant to the procedure described herein.
Such resumption shall be effective for the week following the week
in which the Borrower submits the Updated Budget to the Lenders for
approval.
(e) By way of an
example, the following describes how the process is anticipated to
apply in connection with the November 27 Budget: The deadline
for the approval of the November 27 Budget is December 3, 2019
(giving the Lenders three (3) Business Days). If approved by all
Lenders, the Approved Disbursement Period that would be covered by
such approval would be the weeks ending December 6th, 13th, 20th and 27th. If the Variance
Report submitted with the Cash Flow Budget to be delivered in two
weeks (i.e., by
December 11th) shows a Budgeted
Net Cash Flow Violation (which would then be deemed an Updated
Budget), the Cash Flow Budget submitted with the Variance Report
must be updated to reflect actual cash flow, and no disbursements
will be made on December 13th for the week ended
December 13th. Lenders’
approval must be sought with respect to the Updated Budget
delivered by December 11th. If such Updated
Budget is approved by all Lenders (and the deadline for such
approval will be December 16th), disbursements may
resume beginning for the week immediately thereafter (the week
ending December 20th). Such
disbursements for that week will be made on the last day of that
week, December 20th. On the other hand,
if the Cash Flow Budget delivered on December 11th does not show a
Budgeted Net Cash Flow Violation, then an updated Cash Flow Budget
does not need to be submitted for Lenders’ approval, and the
disbursements approved for the Approved Disbursement Period under
the immediately prior Cash Flow Budget may continue.
(f) Any disbursement
from the Restricted Account may be made by a transfer of the
related amount from the Restricted Account to Borrower’s
operating account.
(g) For avoidance of
doubt, no disbursement from the Restricted Account shall be made to
the extent the amount for such disbursement exceeds the funds
available in the Restricted Account, and nothing herein shall be
deemed to constitute an obligation on part of Agent or any Lender
to fund any such disbursement or extend credit or make any loan to
fund such disbursement.
10. Conditions Precedent. This
Agreement shall become effective on the date (the
“Effective
Date”) each of the following conditions shall have
been satisfied or waived by Agent in its sole
discretion:
(a) This Agreement. Agent shall
have received this Agreement, duly executed by Borrower, Guarantors
and all the Lenders.
(b) No Default. Upon giving effect
to this Agreement, there shall be no Default or Event of Default
(other than the Specified Defaults as defined in the Forbearance
Agreement).
11. Reaffirmation. Each of Borrower
and Guarantors hereby reaffirms all of its respective Obligations
under the Loan Documents, and acknowledges that it has no claims,
offsets or defenses with respect to the payment of sums due under
the Credit Agreement, the Notes or under any Loan Document. This
Agreement and the execution of other documents contemplated hereby
do not constitute the extinguishment of any debt evidenced by the
Credit Agreement or the other Loan Documents, nor will they in any
way affect or impair the liens and security interests created
thereby (subject to Section 7 with respect to the
Specified Collateral) which Borrower acknowledges to be valid and
existing liens on and security interests in the
Collateral.
12. Breach as Event of Default; No Other
Modifications. This Agreement and the Control Agreement (if
any) shall each constitute a Loan Document under the Credit
Agreement. Any provision of any Loan Document which applies to Loan
Documents generally shall apply to this Agreement. It shall be an
immediate Event of Default under the Credit Agreement and under the
Forbearance Document if Borrower breaches any covenant contained
herein or if any representation or warranty contained herein proves
to be inaccurate or untrue in any material respect. Except as
expressly set forth herein, the Credit Agreement and the other Loan
Documents shall be and remain unmodified and in full force and
effect. Nothing herein shall be deemed to be a waiver by Agent or
any Lender of any breach, Default or Event of Default under the
Loan Documents, whether or not known to them and whether or not
existing on the date of this Agreement, and Agent and Lenders
reserve any and all rights and remedies with respect
thereto.
13. General Release. Each of
Borrower and Guarantors, on behalf of itself and on behalf of its
Subsidiaries, successors, assigns, legal representatives and
financial advisors (collectively, the “Releasing Parties”),
hereby releases, acquits and forever discharges Agent, the Lenders
and each of their respective past and present directors, officers,
employees, agents, attorneys, affiliates, predecessors, successors,
administrators and assigns (the “Released Parties”) of and
from any and all claims, actions, causes of action, demands,
rights, damages, costs, loss of service, expenses and compensation
whatsoever heretofore or hereafter arising from any events or
occurrences, or anything done, omitted to be done, or allowed to be
done by any of the Released Parties, on or before the date of
execution of this Agreement, WHETHER KNOWN OR UNKNOWN, FORESEEN OR
UNFORESEEN, including, without limitation, any of the same arising
from or related to anything done, omitted to be done, or allowed to
be done by any of the Released Parties and in any way connected
with this Agreement or any of the other Loan Documents, any other
credit facilities provided or not provided, any advances made or
not made, or any past or present deposit or other accounts of any
Releasing Party with any Released Party and the handling of the
same by any Released Party, including, without limitation, the
manner and timing in which items were deposited or credited thereto
or funds transferred therefrom or made available to any of the
Releasing Parties, the honoring or returning of any checks drawn on
any account, and any other dealings between the Releasing Parties
and the Released Parties (the “Released Matters”).
Releasing Parties each further agree never to commence, aid or
participate in (except to the extent required by order or legal
process issued by a court or governmental agency of competent
jurisdiction) any legal action or other proceeding based in whole
or in part upon the Released Matters. In furtherance of this
general release, Releasing Parties each acknowledge and waive the
benefits of California Civil Code Section 1542 (and all similar
ordinances and statutory, regulatory, or judicially created laws or
rules of any other jurisdiction), which provides:
A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR
RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY
HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.
Releasing Parties
each agree that this waiver and release is an essential and
material of this Agreement, and that the agreements in this
paragraph are intended to be in full satisfaction of any alleged
injuries or damages to or of any Releasing Parties in connection
with the Released Matters. Each Releasing Party represents and
warrants that it has not purported to convey, transfer or assign
any right, title or interest in any Released Matter to any other
person or entity and that the foregoing constitutes a full and
complete release of the Released Matters. Releasing Parties each
also understand that this release shall apply to all unknown or
unanticipated results of the transactions and occurrences described
above, as well as those known and anticipated. Releasing Parties
each have consulted with legal counsel prior to signing this
release, or had an opportunity to obtain such counsel and knowingly
chose not to do so, and each Releasing Party executes such release
voluntarily, with the intention of fully and finally extinguishing
all Released Matters.
14. APPLICABLE LAW. THIS AGREEMENT,
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
15. WAIVER OF JURY TRIAL. EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT,
THE FORBEARANCE AGREEMENT (AS AMENDED BY THIS AGREEMENT) OR ANY
OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
16. Review And Construction Of
Documents. Each party hereto hereby acknowledges, and
represents and warrants to the other parties hereto,
that:
(a) it has had the
opportunity to consult with legal counsel of its own choice and has
been afforded an opportunity to review this Agreement with legal
counsel;
(b) it has carefully
reviewed this Agreement and fully understands all terms and
provisions of this Agreement;
(c) it has freely,
voluntarily, knowingly, and intelligently entered into this
Agreement of its own free will and volition;
(d) none of the Lenders
or Agent have a fiduciary relationship with any Obligor and the
Obligor does not have a fiduciary relationship with Agent or the
Lenders, and the relationship between the Lenders or Agent, on the
one hand, and Obligor, on the other hand, is solely that of
creditor and debtor; and
(e) no joint venture
exists among Obligor and the Lenders or Agent.
17. Entire Agreement. This
Agreement and the other agreements referred to herein constitute
all of the agreements among the parties relating to the matters set
forth herein and supersede all other prior or concurrent oral or
written letters, agreements or understandings with respect to the
matters set forth herein.
18. Further Assurances. Borrower
agrees to execute, acknowledge, deliver, file and record such
further certificates, instruments and documents, and to do all
other acts and things, as may be reasonably requested by Agent and
necessary or reasonably advisable to carry out the intents and
purposes of this Agreement.
19. Counterparts. This Agreement
and any amendments, waivers, consents or supplements hereto may be
executed in any number of counterparts and by each party hereto in
separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all such counterparts shall
constitute one and the same Agreement. The facsimile or email (PDF)
signature of any party executing this Agreement shall be binding
upon such party and may be relied upon by all other parties
hereto.
[SIGNATURE
PAGES FOLLOW]
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SMRH:0000-0000-0000.7
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-1-
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above
written.
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BORROWER:
AEROCENTURY
CORP., a Delaware corporation
By: __________________________________Name: ___________________________Title: ___________________________
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ACKNOWLEDGED
AND AGREED TO BY:
JETLEET
HOLDING CORP., a California corporation
By:__________________________________Name:___________________________Title:___________________________
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JETFLEET
MANAGEMENT CORP.,a California corporation
By:__________________________________Name:___________________________Title:___________________________
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SMRH:0000-0000-0000
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S-1
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AGENT
AND LENDER:
MUFG
UNION BANK, N.A.
By:
_________________________
Name:
_________________________
Title:
_________________________
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SMRH:0000-0000-0000
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S-2
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LENDER:
UMPQUA
BANK
By:
_________________________
Name:
_________________________
Title:
_________________________
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SMRH:0000-0000-0000
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S-3
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LENDER:
ZIONS
BANCORPORATION, N.A. (fka ZB, N.A.) dba CALIFORNIA BANK AND
TRUST
By:
_________________________
Name:
_________________________
Title:
_________________________
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SMRH:0000-0000-0000
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S-3
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LENDER:
U.S.
BANK NATIONAL ASSOCIATION
By:
_________________________
Name:
_________________________
Title:
_________________________
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SMRH:0000-0000-0000
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S-4
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LENDER:
COLUMBIA STATE
BANK
By:
_________________________
Name:
_________________________
Title:
_________________________
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SMRH:0000-0000-0000
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S-5
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Schedule A
Revolving Commitment
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Lender
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Commitment
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Pro Rata Share
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MUFG
Union Bank, N.A.
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$23,731,034.48
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25.5172413793%
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Umpqua
Bank
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$22,448,275.86
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24.1379310345%
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Zions
Bancorporation, N.A. (fka ZB, N.A.) dba California Bank &
Trust
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$19,241,379.31
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20.6896551724%
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U.S.
Bank National Association
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$17,958,620.69
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19.3103448276%
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Columbia
State Bank
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$9,620,689.66
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10.3448275862%
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TOTAL:
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$93,000,000.00
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100.0000000000%
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Schedule
A
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