EXHIBIT 10.19
TENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
TENTH AMENDMENT, dated as of October 31, 2005 (this "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;
WHEREAS, AeroCentury is not in compliance with the Minimum Tangible Net
Worth requirement set forth in Section 7.1 of the Agreement for the Fiscal
Quarter beginning October 1, 2005; and
WHEREAS, Section 10.2 of the Credit Agreement requires that the written
consent of National City and 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. Amendment to Agreement.
Section 2.1 of the Agreement. The Revolver Termination Date of "October
31, 2005" as set forth on the fourth line of Section 2.1(a) of the
Agreement shall be and hereby is amended to "November 9, 2005."
2. Waiver. With respect to the Fiscal Quarter beginning as of October 1, 2005
only, National City and the Banks hereby waive the financial covenant
requirements set forth in Section 7.1 "Minimum Tangible Net Worth" which
AeroCentury is required to maintain so long as the Revolving Loan
Commitments are in effect or any Obligation remains unpaid or outstanding.
3. Representations and Warranties. Except as otherwise disclosed herein,
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. Subject to the effectiveness of the waiver provided herein,
AeroCentury hereby represents and warrants that it is in compliance and has
complied with each and every covenant set forth in the Agreement, as
amended by this Amendment, including, but not limited to, Articles 5 and 6
thereof, on and as of the date hereof.
5. No Default or Event of Default. Except with regard to the Financial
Covenant set forth in Section 7.1 of the Agreement concerning Minimum
Tangible Net Worth, no Potential Default or Event of Default under the
Agreement has occurred and is continuing.
6. 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; and
b. execution and delivery of such other documents, instruments and agreements
as National City and the Banks shall reasonably request in connection with
the foregoing matters.
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
hereby.
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. The waiver set forth above is granted precisely
as written and shall not be deemed (i) to be a waiver of or a consent to,
or amendment, supplement or modification of, any other term or condition of
the Agreement or any of the instruments or agreements referred to therein
or (ii) to prejudice any other right or rights which the Banks may now have
or may have in the future under or in connection with the Agreement or any
of the instruments or agreements referred to therein.
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.
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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: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
CALIFORNIA BANK & TRUST
By ________________________
Name:
Title:
FIRST BANK DBA
FIRST BANK & TRUST
By ________________________
Name:
Title:
