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):July 19, 2006
AEROCENTURY
CORP.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
94-3263974
|
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
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)
Item
1.01 Entry into a Material Definitive Agreement
As
a
result of maintenance expense in connection with preparing one of the Company's
aircraft for lease in the second quarter, the Company was out of compliance
with
the EBITDA-to-Interest ratio covenant contained in Section 7.2 of the Amended
and Restated Credit Agreement, dated June 28, 2000, as amended. By a
Waiver to Credit Agreement, dated as of July 19, 2006, the lenders under the
Company's credit facility waived compliance with that covenant for the fiscal
quarter ended June 30, 2006 .
Item
9.01 Exhibit and Financial Statements.
The
Exhibit is being furnished with this Form 8-K
Exhibit
10.1 Form of Waiver to
Credit Agreement
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:
July 19, 2006
AEROCENTURY
CORP
.
By:
/s/ Toni M. Perazzo
Toni
M.
Perazzo
Sr.
Vice
President & Chief Financial Officer