AMENDMENT NO. 2 TO AMENDED AND RESTATED
CREDIT AGREEMENT
This Amendment No. 2 to Amended and Restated Credit Agreement, dated as
of January 1, 2003 ("Second Amendment"), is entered into to amend that certain
Amended and Restated Credit Agreement (the "Credit Agreement"), dated June 28,
2000, as amended by Amendment to Amended and Restated Credit Agreement, dated
March 7, 2002 (the "First Amendment"), each such agreement and amendment by and
between AeroCentury Corp., a Delaware corporation ("AeroCentury"), the banking
institutions signatories hereto (collectively the "Banks" and individually a
"Bank"), and National City Bank, a national banking association, as agent for
the Banks under the Credit Agreement ("National City" which shall mean in its
capacity as agent unless specifically stated otherwise.) Capitalized terms not
otherwise defined in this Amendment shall have the meaning set forth in the
Credit Agreement.
R E C I T A L S
A. The First Amendment amended, for a nine-month period ending on
January 1, 2003, the following provisions of the Credit Agreement: (i) the
definition of "Borrowing Base" contained in Section 1.1. of the Credit
Agreement, and (ii) Schedule 2 to the Credit Agreement. The relevant excerpts
from the First Amendment are set forth on Exhibit A.
B. The parties hereto wish to postpone the expiration of such
amendments to the Credit Agreement until February 28, 2003.
NOW, THEREFORE, the parties hereto agree to amend the Credit Agreement,
as follows:
1. Short-Term Borrowing Base and Fee Amendments
(a) Effectiveness. The effective period of the amendments set forth in
the Section 1 of the First Amendment ("Short-Term Amendments") shall be extended
and remain in effect until February 28, 2003. On March 1, 2003, the Short Term
Amendments shall be of no further force and effect, and the provisions of the
Credit Agreement amended by such Short Term Amendments shall revert to the terms
and conditions in effect prior to the effectiveness of the First Amendment (the
"Original Terms").
(b) First Monthly Compliance Measurement. AeroCentury shall measure
compliance and prepare the Borrowing Base Certificate for the month ended
February 28, 2003 (due no later than March 30, 2003) based on the definition of
Borrowing Base effective under the Short Term Amendments. After the expiration
of the extended amendment effectiveness under Section 1(a) of this Amendment,
the first measurement for compliance under Section 7.5 ["Borrowing Base"] using
the Original Terms shall be upon the filing of the Borrowing Base Certificate
for March 31, 2003, to be delivered to the Banks and Agent on or before April
30, 2003.
(c) Applicable Margin and Commitment Fee Reversion. Schedule A shall
revert to the provisions applicable under the Original Terms effective on March
1, 2003.
2. Continuing Effect of Credit Agreement. Except as expressly consented to or
waived herein, the provisions of the Credit Agreement, as amended by this
Amendment, are and shall remain in full force and effect and are hereby in all
respects confirmed, approved and ratified.
3. Counterparts. This Amendment may be signed in any number of counterparts,
each of which when signed shall be an original, with the same effect as if the
signatures hereto were upon the same instrument. This Amendment shall become
effective when the Agent shall have received signed counterparts or notice by
fax of the signature page that the counterpart has been signed and is being
delivered to it or facsimile that such counterparts have been signed by all the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be duly executed by their duly authorized representatives effective as of the
date first above written.
AEROCENTURY CORP.
By: _______________________________
Name: Xxxx X. Xxxxxxxx
Title: Sr. V.P. & C.O.O.
NATIONAL CITY BANK, as Agent
and as Bank
By: _______________________________
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CALIFORNIA BANK & TRUST
By: _______________________________
Name: J. Xxxxxxx Xxxxxxxx
Title: Vice President
BANK OF THE WEST, SUCCESSOR IN INTEREST TO UNITED CALIFORNIA BANK, FORMERLY
KNOWN AS SANWA BANK CALIFORNIA
By: _______________________________
Name: Xxxx Xxxxxxxxx
Title: Vice President
EXHIBIT A
SHORT TERM AMENDMENTS UNDER THE
FIRST AMENDMENT
1. Short-Term Borrowing Base, Applicable Margin and Commitment Fee
Amendments
(a) Effectiveness. The Amendments set forth in this Section 1
("Short-Term Amendments") shall be effective for the period beginning March 31,
2002 through December 31, 2002. On January 1, 2003, the Short Term Amendments
affected hereby shall be of no further force and effect, and the provisions of
the Credit Agreement amended by this section shall revert to the same terms and
conditions in effect prior to the effectiveness of this Amendment.
(b) Borrowing Base.
(i) The fourth sentence in the definition of "Borrowing Base"
contained in Section 1.1 of the Credit Agreement is hereby amended to
read as follows (added words in uppercase and deleted words in
brackets for illustrative purposes only):
Notwithstanding the foregoing, Equipment subject to
Eligible Leases which have remaining lease terms of
less than [six] THREE months shall not at any time be
included in the Borrowing Base to the extent such
Equipment constitutes more than 20% of the Borrowing
Base.
(ii) After the expiration of the amendment effected by this
Section 1(b), the first measurement for compliance under Section 7.5
["Borrowing Base"] shall be upon the filing of the Borrowing Base
Certificate for January 2003, to be delivered to the Banks and Agent on
or before March 2, 2003.
(c) Schedule 2. Schedule 2 to the Credit Agreement is amended in its
entirety to read as set forth on Attachment A hereto (with added words under-
scored and deleted words in strikethrough for illustrative purposes only
ATTACHMENT A
REVISED SCHEDULE 2 TO CREDIT AGREEMENT
APPLICABLE MARGIN AND COMMITMENT FEE
---------------------------- -------------------------- --------------------------- --------------------------
Ratio of Funded Debt to Alternate Base LIBO Commitment Fee
Tangible Rate Margin Rate Margin
Net Worth
---------------------------- -------------------------- --------------------------- --------------------------
---------------------------- -------------------------- --------------------------- --------------------------
> 3.00 50.00 275.0 50.00 basis points
----- -----
[25.0] basis points [250.0] basis points
---------------------------- -------------------------- --------------------------- --------------------------
---------------------------- -------------------------- --------------------------- --------------------------
> 2.00 but < 3.00 25.00 275.0 50.00 basis points
- - ----- -----
[00.0] basis points [225.0] basis points
---------------------------- -------------------------- --------------------------- --------------------------
---------------------------- -------------------------- --------------------------- --------------------------
< 2.00 25.00 275.0 40.00 basis points
----- -----
[00.0] basis points [200.0] basis points
---------------------------- -------------------------- --------------------------- --------------------------