Notes Payable and Accrued Interest | 4. Notes Payable and Accrued Interest At March 31, 2019 and December 31, 2018, the Company’s notes payable and accrued interest consisted of the following: March 31 2019 December 31 2018 Credit Facility: Principal $ 93,700,000 $ 122,400,000 Unamortized debt issuance costs (4,129,200 ) (674,300 ) Accrued interest 180,700 139,300 Special purpose financing: Principal: UK SPE Financing - 9,211,200 Term Loans 42,729,400 - Unamortized debt issuance costs (1,368,500 ) - Accrued interest 118,300 16,000 $ 131,230,700 $ 131,092,200 (a) Credit Facility Before modification, the Company’s Credit Facility was provided by a syndicate of banks and was secured by all of the assets of the Company, including its aircraft and engine portfolio, except for the two aircraft in the UK LLC SPE Financing. In February 2019, the Company entered into a Third Amended and Restated Loan and Security Agreement to the Credit Facility (the “Restated Loan Agreement”) which, among other things, extended the maturity date of the Credit Facility with the lenders thereunder from May 31, 2019 to February 19, 2023; decreased the maximum availability thereunder from $170 million (with the ability for the Company to request an increase up to $180 million) to $145 million (with the ability for the Company to request an increase to up to $160 million); and modified certain of the Company’s financial ratio covenants. Borrowings under the Credit Facility will continue to bear interest at floating rates that reset periodically to a market benchmark rate plus a credit margin, and the Company will also continue to be obligated to pay a quarterly fee on any unused portion of the Credit Facility at a rate of 0.50%. The Credit Facility requires that within 30 days after closing of the financing, the Company enter into an interest rate protection derivative instrument with respect to a minimum $50 million of the outstanding loan balance at closing. In March 2019, the Company entered into interest rate protection instruments with respect to $50 million of its Credit Facility debt. The borrowings under the Restated Loan Agreement are secured by a first priority lien on all of the Company’s assets, including the Company’s aircraft portfolio, except those aircraft that are subject to the Term Loans. The Restated Loan Agreement requires the Company to comply with certain covenants relating to payment of taxes, preservation of existence, maintenance of property and insurance, and periodic financial reporting, as well as compliance with several financial ratio covenants. The Restated Loan Agreement restricts the Company with respect to certain corporate level transactions and transactions with affiliates or subsidiaries without consent of the lenders. Events of default under the Restated Loan Agreement include failure to make a required payment within three business days of a due date or to comply with other obligations under the Restated Loan Agreement (subject to specified cure periods for certain events of default), a default under other indebtedness of the Company, and a change in control of the Company. Remedies for default under the Restated Loan Agreement include acceleration of the outstanding debt and exercise of any remedies available under applicable law, including foreclosure on the collateral securing the borrowings under the Credit Facility. As of December 31, 2018, the Company was not in compliance with the interest coverage, debt service coverage, no-net-loss and revenue concentration covenants under the Credit Facility. The noncompliance resulted primarily from the Company recording aircraft impairment charges and losses on sale of aircraft totaling $3,408,700 during 2018. The amendments included in the Restated Loan Agreement in February 2019 discussed above cured the December 31, 2018 noncompliance and revised the compliance requirements through the extended maturity date of the Credit Facility. The unused amount of the Credit Facility was $51,300,000 and $47,600,000 as of March 31, 2019 The weighted average interest rate on the Credit Facility was 6.00% and 5.92% at March 31, 2019 and December 31, 2018 respectively. (b) Term Loans On February 8, 2019, the Company, through four wholly owned subsidiary limited liability companies (“LLC Borrowers”), each entered into a Term Loan Agreement with the U.S. branch of a German bank (“Term Loan Lender”) that provides for six separate term loans with an aggregate principal amount of $44.3 million. Each of the Term Loans is secured by a first priority security interest in a specific aircraft (“Term Loan Collateral Aircraft”) owned by an LLC Borrower, the lease for such aircraft, and a pledge by the Company of its membership interest in each of the LLC Borrowers, pursuant to a Security Agreement (the “Security Agreement”) among the LLC Borrowers and a security trustee, and certain pledge agreements. Two of the Term Loan Collateral Aircraft that are owned by the Company’s two UK special purpose entities were previously financed using special purpose financing. The interest rates payable under the Term Loans vary by aircraft, and are based on a fixed margin above either 30-day or 3-month LIBOR. The proceeds of the Term Loans were used to pay down the Credit Facility and pay off the UK LLC SPE Financing. The maturity of each Term Loan varies by aircraft, with the first Term Loan maturing in October 2020 and the last Term Loan maturing in May 2025. The debt under the Term Loans is expected to be fully amortized by rental payments received by the LLC Borrowers from the lessees of the Term Loan Collateral Aircraft during the terms of their respective leases and remarketing proceeds. The Term Loans include covenants that impose various restrictions and obligations on the LLC Borrowers, including covenants that require the LLC Borrowers to obtain the Term Loan Lender’s consent before they can take certain specified actions and certain events of default. If such an event of default occurs, subject to certain cure periods for certain events of default, the Term Loan Lender would have the right to terminate its obligations under the Term Loans, declare all or any portion of the amounts then outstanding under the Term Loans to be accelerated and due and payable, and/or exercise any other rights or remedies it may have under applicable law, including foreclosing on the assets that serve as security for the Term Loans. |