SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

__________________________



 

FORM
8-K

__________________________

 

CURRENT
REPORT

PURSUANT
TO SECTION 13 OR 15(d)

OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date
of Report (Date of earliest event reported): December 5,
2019


 



 

AEROCENTURY
CORP.


(Exact name of Registrant as specified in its charter)



 


	
                                     Delaware

	
                              
94-3263974


	
                                            
(State of Incorporation)

	
          
(I.R.S. Employer Identification No.)






 

000-1036848


(Commission File Number)

 

1440
Chapin Avenue, Suite 310

Burlingame,
CA 94010


(Address of principal executive offices including Zip
Code)

 

650-340-1888


(Registrant's telephone number, including area code)

 

Not
applicable


(Former name and former address, if changed since last
report)

 

Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):

 

⁯ ☐Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

 

⁯⁯ ☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

 

⁯⁯
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

 

⁯⁯
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under theExchange Act (17 CFR 240.13e-4(c)

 

Securities
registered pursuant to Section 12(b) of the Act:

 


	
 

	
 


	
Title of each
class

	
Name of each
exchange on which registered


	
Common Stock, par
value $0.001 per share

	
NYSE American
Exchange






 

 


Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).Emerging growth company  ☐

 


If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act.  ☐


 



 






 





 

Item
1.01  Entry into a Material Definitive Agreement


 




Amendment
to Credit Agreement


 



On December 5,
2019, AeroCentury Corp.  (the "Company") and two of its
subsidiary corporations, JetFleet Holding Corp. and JetFleet
Management Corp., entered into a Temporary Waiver and Consent
and Third Amendment to Credit Agreement ("Third Amendment")
with  MUFG Union Bank, N.A., as Agent, MUFG Bank Ltd.
("MUFG Ltd."), as swap counterpary, and the lenders
("Lenders") under that certain Third Amended and Restated Credit
Agreement dated as of February 19, 2019 (the "Credit Agreement").
  The
Third
Amendment: (i) reduced the current maximum availability under the
Credit Agreement to $85,000,000.00, and eliminated the accordion
feature under the Credit Agreement that allowed the Company to
request an increase of credit availability up to $108,000,000; (ii)
temporarily waived certain financial covenant defaults reported in
the Company's November 27, 2019 Covenant Compliance Certificate to
the Lenders (the "November Compliance Defaults"), and provided that
the November Compliance Defaults would not cause a termination
under that certain Forbearance Agreement, dated October 28, 2019,
between the Company, the Lenders and certain other parties, as
amended (the "Forbearance Agreement"); (iii) approved the Company's
cash flow budget delivered to Lenders on November 27, 2019,
including the disbursement of funds to the Company provided under
such budget to occur on December 6, 2019; and (iv) granted a
temporary waiver of any event of default under swap contracts with
MUFG Ltd. as a result of the November Compliance Defaults or other
existing defaults previously waived by the Lenders pursuant to the
Forbearance Agreement and previous Credit Agreement
amendments.


 

The foregoing
description of the Third Amendment is qualified in its entirety by
reference to the copy of the Third Amendment filed as Exhibit 10.1
hereto.

 

Item
9.01

 

(d)
Exhibits

 


	
10.1

	
Temporary Waiver and Consent and Third
Amendment to Credit Agreement  between and among the Company;
JetFleet Holding Corp.; JetFleet Management Corp.;  MUFG Union
Bank, N.A., as Administrative Agent and Lender; MUFG Bank, Ltd., as
swap counterparty; and Zions
Bancorporation, N.A. (fka ZB, N.A.) dba California Bank and
Trust, Umpqua Bank, U.S. Bank National Association, and
Columbia State Bank, as Lenders;  dated as of December 4,
2019







 

SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.

 

Date:  December 9,
2019


 

AEROCENTURY
CORP.

By: /s/ Toni M.
Perazzo

Toni M.
Perazzo

S.V.P - Finance &
Chief Financial Officer