AMENDMENT NO. 1
TO
CREDIT AGREEMENT
Amendment No. 1, dated March 30, 1999 (the "Amendment"), to Credit
Agreement dated June 30, 1998 (as amended, the "Agreement") by and between
AeroCentury Corp., a Delaware corporation ("AeroCentury"), the banking
institutions signatories hereto and named in Exhibit A attached hereto and such
other institutions that hereafter become a "Bank" pursuant to '10.4 hereof
(collectively the "Banks" and individually a "Bank") and FIRST UNION NATIONAL
BANK, a national banking association, as agent for the Banks under this
Agreement ("First Union" 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, First Union and AeroCentury, together with the other Banks,
desire to amend the Agreement in the manner hereinafter set forth.
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. Section 1.1 of the Agreement. The definition of "Required Banks" as
set forth in Section 1.1 of the Agreement is hereby amended and restated in its
entirety to be as follows:
"Required Banks" at any time shall mean Banks whose Revolving Loan
Commitments equal or exceed 70% of the total of such Revolving Loan
Commitments if no Loans are outstanding or, if Loans are outstanding,
Banks whose outstanding Loans equal or exceed 70% of the Loans.
2. Section 2.3(c) of the Agreement. The time A12:00 p.m. EST as set
forth in the first line of Section 2.3(c) of the Agreement shall be and hereby
is amended to be 2:00 p.m. EST.
3. Amended and Restated Exhibit A to Agreement. Exhibit A to the
Agreement shall be and is hereby amended and restated in its entirety as
attached hereto.
4. 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.
5. 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.
6. 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 date(s) provided
in the Agreement or any other Loan Document, as such documents may be amended
hereby.
7. 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.
8. 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.
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 _______________________
FIRST UNION NATIONAL BANK
By _____________________
Xxxx X. Xxxxxxxx
Vice President
CALIFORNIA BANK & TRUST
By ________________________
Xxxxxx X. Xxxxx, Xx.
Vice President &
Senior Relationship
Manager
EXHIBIT A
BANKS' COMMITMENTS AND PERCENTAGES
Bank Commitment Percentage
First Union National Bank $15,000,000 66.67%
Transportation and Leasing Division
FC 1-8-11-24
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
FAX No. (000) 000-0000
California Bank & Trust $ 7,500,000 33.33%
000 Xxxxxxxxxx Xxxxxx
Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
FAX No. (000) 000-0000
