EIGHTH AMENDMENT
TO
CREDIT AGREEMENT
EIGHTH AMENDMENT, dated as of October 28, 2004 (the "Amendment"), to
Credit Agreement dated June 30, 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 of the Agreement (collectively the
"Banks" and individually a "Bank") and National City Bank, a national banking
association, as agent for the Banks under the 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 and AeroCentury, together with the other Banks,
desire to amend the Agreement in the manner hereinafter set forth; and
WHEREAS, Section 10.2 of the Credit Agreement requires that the written
consent of the Banks be obtained for certain amendments, modifications or
waivers 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. Amendments to Agreement.
(a) Section 2.1 of the Agreement. The Revolver Termination Date of "October 29,
2004" as set forth on the fourth line of Section 2.1(a) of the Agreement shall
be and hereby is amended to "November 5, 2004".
2. 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.
3. Covenants. Except for the financial covenant defaults with respect to the
requirements set forth in Section 7.2 "Debt Service Coverage Ratio" and Section
7.4 "Absence of Net Loss" for the Fiscal Quarter ended as of September 30, 2004,
of which AeroCentury has notified the Banks, 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.
4. 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 hereby.
5. 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.
6. 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:
