AMENDMENT NO. 3
TO
CREDIT AGREEMENT
Amendment No. 3, dated February 22, 2000 (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 ss.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 the 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 to increase the Aggregate Revolving Loan
Commitment to $35,000,000.
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. 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.
2. Amended and Restated Schedule 1 to Agreement. Schedule 1 to the
Agreement shall be and is hereby amended and restated in its entirety as
attached hereto.
3. Conditions Precedent. Simultaneous with the execution and delivery
of this Amendment, AeroCentury shall provide to each Bank all items referred to
Section 4.1(b) of the Agreement to the extent not heretofore provided to each
Bank, including but not limited to the execution and delivery to California Bank
& Trust and Sanwa Bank California of amended and restated Revolving Credit Notes
in the principal amount of $10,000,000 and execution and delivery to First Union
National Bank of an amended and restated Revolving Credit Note in the principal
amount of $15,000,000. Further, AeroCentury shall provide to each Bank (a) a
Secretary's Certificate dated the date of this Amendment certifying and
attaching copies of its Articles of Incorporation and Bylaws as currently in
effect, evidence of corporate authorization of this Amendment and the Agreement
as amended, and the signatures of the officer or officers authorized to execute
and deliver this Amendment and the Notes to California Bank & Trust and Sanwa
Bank California, (b) good standing certificates for AeroCentury Corp. in
California and Delaware, (c) the legal opinion of Xxxxxxxxxxx X. Xxxxx, Esq.,
General Counsel to AeroCentury, in form and substance satisfactory to each Bank,
and (d) such other documents and agreements as any Bank shall reasonably
request.
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 ______________________________
Xxxxx Xxxxxxxx
Vice President
CALIFORNIA BANK & TRUST
By ______________________________
Xxxxxx X. Xxxxx, Xx.
Vice President & Senior
Relationship Manager
SANWA BANK CALIFORNIA
By ______________________________
J. Xxxxxxx Xxxxxxxx
Vice President
EXHIBIT A
BANKS' COMMITMENTS AND PERCENTAGES
Bank Commitment Percentage
First Union National Bank $15,000,000 42.86%
Asset Securitization Division
PA4831
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
FAX No. (000) 000-0000
California Bank & Trust $10,000,000 28.57%
San Francisco Regional Corporate Banking
000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
FAX: (000) 000-0000
Sanwa Bank California $10,000,000 28.57%
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
FAX No. (000) 000-0000
DISCLOSURE SCHEDULE
Section 3.2 Stock Ownership
AeroCentury Corp.: Principal Stockholders
Class Total Authorized Total Issued
Common 3,000,000 1,606,557
Preferred Stock 2,000,000 -0-
Series A 100,000 -0-
undesignated 1,900,000 -0-
In connection with the adoption of a shareholders rights plan, AeroCentury
issued rights to its shareholders as of April 23, 1998, entitling each such
shareholder the right to purchase 1/100th of a share of Series A Preferred Stock
for each share of Common Stock held by the shareholder.
Of the 1,606,557 shares outstanding, 63,300 are held as treasury stock by
AeroCentury, representing shares repurchased by AeroCentury pursuant to its
stock repurchase plan.
Principal Shareholders
To AeroCentury's best knowledge, the only shareholders of AeroCentury that hold
5% or more of the Common Stock of AeroCentury:
Holder Shares Percent
JetFleet Holding Corp. 199,267 12.9%
Pine Capital Management, 183,300 11.8%
Incorporated/Hofer & Xxxxxx
Section 3.3 Litigation
None
Section 3.5 Material Adverse Changes
None
Section 3.7 Taxes
None
Section 3.12 Subsidiaries
AeroCentury holds the entire membership interest of AeroCentury Investments LLC,
a Delaware limited liability company (the "LLC"). The LLC owns two Fokker-50
aircraft on lease to Air Nostrum. The acquisition was financed through seller
financing, which financing was non recourse to AeroCentury Corp.
Section 3.13 Liens
None
