8-K

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): March 22, 2017

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)

Item 1.01  Entry into a Material Definitive Agreement

Beaumont Engine Exchange Transaction.

On March 22, 2017, AeroCentury Corp., the Company, entered into an Exchange Agreement (the "Exchange Agreement") with Lee G. Beaumont ("Beaumont"), a shareholder of the Company, whereunder the Company transferred title to an off-lease CF34-8E5 Engine owned by the Company to Beaumont, in exchange for 150,000 shares of Common Stock of the Company, which represent all of the shares held by Beaumont and his affiliates, and approximately 9.6% of the outstanding shares of the Company.  Pursuant to a Securities Purchase Agreement between Beaumont and the Company (the "Securities Purchase Agreement") entered into in conjunction with the Exchange Agreement, the Company and Mr. Beaumont agreed, among other things, that Mr. Beaumont and his affiliates would not acquire any securities of the Company for a period of five years from the date of the Securities Purchase Agreement and would refrain from taking certain other actions designed to influence or  assert control over the Company. The foregoing description of the Exchange Agreement and the Securities Purchase Agreement is qualified in its entirety by reference to the copy of the agreements filed as Exhibit 10.1 and 10.2, respectively, hereto.

Third Modification Agreement with Credit Facility Lenders

On March 22, 2017, AeroCentury Corp. entered into a Third Modification Agreement to the Second Amended and Restated Loan and Security Agreement (the "Modification") with MUFG Union Bank, N.A., as agent and lender ("MUFG") and the other lenders under its credit facility, California Bank and Trust, Umpqua Bank, and U.S. Bank National Association (collectively with MUFG, referred to as the "Lenders").  The Modification provided for the consent of the Lenders to (i) the inclusion of three recently acquired Embraer E-145EP aircraft in the collateral base under the Credit Facility and the advance rate under the facility applicable to such aircraft and (ii)  the Company's acquisition of the 150,000 shares stock held by Mr. Beaumont in the exchange transaction described in the preceding paragraph.  The foregoing description of the Modification is qualified in its entirety by reference to the copy of the Modification filed as Exhibit 10.3 hereto.

Item 9.01

(d)Exhibits

Exhibit No. Document

10.1Exchange Agreement between Lee G. Beaumont and the Company, dated March 21, 2017

10.2Securities Purchase Agreement between Lee G. Beaumont and the Company, dated March 22, 2017

10.3Third Modification Agreement to Second Amended and Restated Loan and Security Agreement between the Company and MUFG Union Bank as Agent and    lender ("MUFG") , California Bank and Trust, Umpqua Bank and U.S. Bank National Association, dated March 22, 2017

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:  March 23, 2017

AEROCENTURY CORP.

By: /s/ Toni M. Perazzo

Toni M. Perazzo

S.V.P - Finance & Chief Financial Officer

EX-10.1

EXCHANGE AGREEMENT

BETWEEN AND AMONG

AEROCENTURY CORP.

AND

LEE G. BEAUMONT

EXCHANGE AGREEMENT

This Exchange Agreement (this "Agreement") is dated as of this 21^st day of March, 2017 (the "Effective Date"), by and between Lee G. Beaumont ("Beaumont") and AeroCentury Corp., ("ACY") (each a "Party" and collectively as the "Parties").

WHEREAS, ACY is the legal owner of one CF34-8E5A1 engine, bearing manufacturer's serial number GE-E193117 (the "Engine");

WHEREAS, Beaumont owns 150,000 shares of common stock of ACY (the "Purchased Shares");

WHEREAS, ACY desires to sell the Engine to Beaumont in exchange for the transfer to ACY of all of the Purchased Shares, and certain covenants of Beaumont, on the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the terms and conditions set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

Article 1- Sale of Engine

1.1ACY agrees to sell to Beaumont and Beaumont agrees to purchase from ACY, the Engine, as further described below, together with the parts and documentation listed on Appendix I hereto, subject to the terms and provisions of this Agreement.

Engine type:	CF34-8E5A1
Serial number (if applicable)	GE-E193117
TTSN / TCSN	7765/8620
Shipping Stand Serial No.	GEEL-233

1.2The Engine shall be made available to Beaumont in "AS IS, WHERE IS" condition with the Shipping Stand, together with all records belonging to or relating to the Engine current at the time of the transfer of title of the Engine from ACY to Beaumont, including the Engine up-to-date logbooks, last shop visits reports, Engine trend data and all tracking part history back to birth.  Beaumont has had the opportunity to inspect the Engine and the Engine shall be in same condition and configuration with no parts removed or swapped as at the completion of the inspection.

1.3At Closing, the Engine shall be tendered for delivery by ACY, and Beaumont shall accept such delivery at the Standard Aero facility in Winnipeg, Manitoba, Canada.

1.4-  Purchase Price.  The parties hereby agree that the value of the consideration exchanged, as set forth in Article 3 of this Agreement is US$2,930,000 (the "Purchase Price").

Article 2 - Closing; Transfer of Title; Event of Loss

2.1Closing on the transactions contemplated by this Agreement shall occur upon completion of the following conditions:

a.ACY's receipt of the following consideration: (i) one or more stock certificates evidencing all of the Purchased Shares, together with a Stock Powers duly endorsed for transfer to ACY on the reverse or on a separate stock power in such form approved by ACY; and (ii) the duly executed Securities Purchase Agreement, in the form attached hereto as Exhibit C (the "Securities Purchase Agreement"), executed by Beaumont.

b. (i) Beaumont's receipt of a Bill of Sale for the Engine to Beaumont in the form attached to this Agreement as Exhibit B.

c.Receipt by Beaumont of (i) a copy of lien search memo prepared by McAfee & Taft, Oklahoma City ("FAA Counsel"), showing the absence of any liens on the Aircraft recorded on the FAA and International Registry; and (ii) a copy of written authorization sent by ACY to FAA Counsel, to register this Agreement with the International Registry established under the Cape Town Convention.

d.Receipt by ACY of the Certificate of Acceptance executed by Beaumont, in the form attached as Exhibit A.

e.The Engine shall be located at the Delivery Location.

f.Each of Beaumont and ACY shall be registered as a Transacting User Entity on the International Registry website and shall consent to the filing to the sale of the Engine as an "international interest."

2.2On the Closing Date, title to the Engine, as well as risk of loss or damage to the same, shall pass to Beaumont.

2.3If an Event of Loss (as defined below) occurs to the Engine prior to the Closing Date, neither Party will have any further liability to the other with respect to the Engine, this Agreement and the Securities Purchase Agreement.

1. "Event of Loss" means with respect to the Engine:

a.the actual or constructive total loss of such engine (including any damage to such Engine which results in an insurance settlement on the basis of a total loss, or requisition for use or hire which results in an insurance settlement on the basis of a total loss);

b.such Engine being destroyed, damaged beyond economic repair, or permanently rendered unfit for normal use for any reason whatsoever;

c.the requisition of title or other compulsory acquisition of title for any reason of such Engine by any government entity, or other authority, or by any person, or by operation of any law; or

d.the hijacking, theft, disappearance, condemnation, confiscation, seizure, detention, or requisition for use or hire of such Engine which deprives any person permitted by this Agreement to have possession or use of such engine of its possession or use for more than 30 days.

Article 3 -  Taxes and Duties

Each party shall be responsible for and pay its own corporate or individual taxes measured by net income or profit imposed by any governmental authority ("Seller Taxes").

ACY shall be responsible for and pay directly, when due and payable, and shall indemnify and hold Beaumont harmless from, all taxes, duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, license, property, sales, stamp, storage, transfer, turnover, use, or value-added taxes, and any and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto), other than Seller Taxes, imposed by any governmental authority on ACY in any way connected with the transfer of title to the Purchased Shares to ACY pursuant to this Agreement ("ACY Buyer Taxes").

Beaumont shall be responsible for and pay directly, when due and payable, and shall indemnify and hold ACY harmless from, all taxes, duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, license, property, sales, stamp, storage, transfer, turnover, use, or value-added taxes, and any and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto), other than Seller Taxes, imposed by any governmental authority on ACY or its employees or subcontractors in any way connected with the transfer of title to the Engine to Beaumont pursuant to this Agreement ("Beaumont Buyer Taxes").

Article 4 -  Warranties of ACY:

4.1 ACY represents and warrants to Beaumont as follows:

a. ACY has and will have on the Closing Date, full, lawful power and authority to enter into and carry out the terms of this Agreement.

b.ACY has, and will convey, good and marketable title to the Engine, free and clear of any liens, claims, or encumbrances.

4.2EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, INCLUDING SECTION 5.1(b) ABOVE: (I) THE ENGINE, INCLUDING THE COMPONENT PARTS AND RECORDS THEREOF, ARE BEING SOLD IN "AS IS, WHERE IS" CONDITION AND (II) ACY SPECIFICALLY DISCLAIMS AND MAKE NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, THAT SHALL SURVIVE DELIVERY AS TO THE ENGINE, THE COMPONENT PARTS AND RECORDS THEREOR, INCLUDING, BUT NOT LIMITED TO THE CONDITION OR AIRWORTHINESS THEREOF; AND THE PARTIES HEREBY WAIVE ALL OTHER WARRANTIES, REMEDIES, OR LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, AND THE PARTIES SHALL NOT HAVE ANY LIABILITY TO THE OTHER WITH RESPECT TO FITNESS FOR ANY INTENDED PURPOSE AND MERCHANTABILITY.

Article 5 -  ACY's Purchase of the Purchased Shares

5.1ACY's purchase of the Purchased Shares shall occur automatically, pursuant to the terms of the Securities Purchase Agreement, upon the completion of the conditions set forth in Section 3.1.

Article 6 -Assignment of Engine Warranty

ACY hereby assigns all warranties it holds with regards to the Engine to Beaumont as of the Closing Date.

Article 7 - Excusable Delay

Neither Party shall be liable for delays in delivery or failure to perform due to: (i) causes beyond its reasonable control; (ii) acts of God, acts of civil or military authority, fires, strikes, floods, epidemics, war, civil disorder, riot, or delays in transportation; or (iii) inability due to causes beyond its reasonable control to obtain necessary labor, material, or components. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay. This provision shall not, however, relieve such delayed Party from using reasonable efforts to continue performance whenever such causes are removed.  The delayed Party shall promptly notify the other Party when such delays occur or impending delays are likely to occur and shall continue to advise the other Party of new payment schedule or shipping schedules, as applicable, and/or changes thereto.

Article 8 -  Indemnification and Limitation of Liability with Respect to Engine Operation

8.1Beaumont agrees to indemnify and hold harmless ACY and its officers, partners, directors, employees, agents, successors, assigns, shareholders and its parent companies and general partners and their respective officers, assigns, directors, employees, agents and shareholders (collectively, the "Indemnitees"), against all liabilities arising through the ownership, use, operation, or possession of the Engine subsequent to the Closing Date, of any nature whatsoever, including reasonable attorneys' fees arising thereafter, and agrees to indemnify, protect, defend and hold harmless the Indemnitees, against any claims, suits, actions, or judgments of any kind for personal injury, death and property damage including without limitation any aircraft on which the Engines may be installed and any other property of the Parties hereto arising out of such ownership, use, possession, lease or resale regardless of the negligence, active or passive, of Beaumont except that this indemnity will not apply (i) if such claims, suits, actions or judgments arise from an act or omission of an Indemnitee not related to the purchase and sale transaction hereunder or (ii)  if such claims, suits, actions or judgments were caused by the Indemnitee's grossly negligent or willful or wanton misconduct.  This indemnification includes, without limitation, all liability, damages, costs and expenses (including reasonable attorneys' fees and other legal expenses) incurred by the Indemnitees.  The obligations of Beaumont under this Article shall survive the completion of the transaction contemplated by this Agreement.

8.2ACY agrees to indemnify and hold harmless Beaumont, against all liabilities arising through the ownership, use, operation, or possession of the Engine prior to and including the Closing Date, of any nature whatsoever, including reasonable attorneys' fees arising thereafter, and agrees to indemnify, protect, defend and hold harmless the Indemnitees, against any claims, suits, actions, or judgments of any kind for personal injury, death and property damage including without limitation any aircraft on which the Engines may be installed and any other property of the Parties hereto arising out of such ownership, use, possession, lease or resale regardless of the negligence, active or passive, of Beaumont except that this indemnity will not apply (i) if such claims, suits, actions or judgments were caused by an Beaumont's act or omission as a manufacturer, supplier or maintenance provider of or to the Engine and (ii) if such claims, suits, actions or judgments were caused by the Beaumont's grossly negligent or willful or wanton misconduct.  This indemnification includes, without limitation, all liability, damages, costs and expenses (including reasonable attorneys' fees and other legal expenses) incurred by the Indemnitees.  The obligations of ACY under this Article shall survive the completion of the transaction contemplated by this Agreement.

8.3In no event, whether as a breach of contract, warranty, tort (including negligence, but excluding willful misconduct), product liability, patent infringement, or otherwise, shall a Party be liable for any special, consequential, incidental, resultant or indirect damages (including, but not limited to, loss of use, revenue, profit or goodwill), punitive, or exemplary damages.

8.4The indemnification obligations set forth in this section 9 shall expire and be of no further effect on the date that is three (3) years after the Closing Date.

Article 9Notices

Any notices required or permitted under this Agreement shall be in writing.  Notices shall be provided to the Parties as follows, or at any other address as is subsequently designated in writing by either Party:

If to ACY:AeroCentury Corp.

1440 Chapin Ave. #310

Burlingame, California 94010

Attn: Mr. Michael G. Magnusson / President

Telephone: (650) 340-1888

Facsimile: (650) 696-3929

Electronic Mail: michael.magnusson@aerocentury.com

If to

BeaumontLee G. Beaumont

c/o BeauTech Power Systems LLC

1717 McKinney Avenue, Suite 700

Dallas, TX 75202

Attention: Lee Beaumont

Telephone:  +1 (214) 593-6423

Facsimile:

+1 (214) 593-6410

Electronic Mail: lee.beaumont@beautech.aero

Article 10-  Government Authorization; Export Shipment

Each Party shall be responsible for obtaining any required licenses or any other required governmental authorization and shall be responsible for complying with all U.S. and foreign government licensing and reporting requirements.  Each Party shall restrict disclosure of all information and data furnished in connection with such authorization and shall ship the subject matter of the authorization to only those destinations that are authorized by the U.S. Governments.

Article 11-  Miscellaneous

11.1Assignment.  This Agreement or any rights or obligations hereunder may not be assigned without the prior written consent of the other Parties. In the event of any such substitution, the other Party will be so advised in writing.  Any assignment in contradiction of this clause will be considered null and void.

11.2Savings Clause.  If any portion of this Agreement will be determined to be a violation of or contrary to any controlling law, rule or regulation issued by a court of competent jurisdiction, then that portion will be unenforceable in such jurisdiction. However, the balance of this Agreement will remain in full force and effect.

11.3Confidentiality.  The Parties agree to keep the terms and conditions of this Agreement confidential unless required by law to disclose all or part thereof.  Such confidentiality shall survive the term of this Agreement.

11.4Dispute Resolution.  If any dispute arises relating to this Agreement, the Parties will endeavor to resolve the dispute amicably, including by designating senior managers who will meet and use commercially reasonable efforts to resolve any such dispute.  If the Parties' senior managers do not resolve the dispute within 60 days of first written request, either Party may request that the dispute be settled and finally determined by binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in San Francisco, California, by one or more arbitrators appointed in accordance with the American Arbitration Association Rules.  The arbitrator(s) will have no authority to award punitive damages, attorney's fees and related costs or any other damages not measured by the prevailing Party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement and applicable law.  The award of the arbitrator(s) will be final, binding and non-appealable, and judgment may be entered thereon in any court of competent jurisdiction.  All statements made or materials produced in connection with this dispute resolution process and arbitration are confidential and will not be disclosed to any third party except as required by law or subpoena. The Parties intend that the dispute resolution process set forth in this Article will be their exclusive remedy for any dispute arising under or relating to this Agreement or its subject matter.

11.5Governing Law.  The terms of this Agreement and the transactions hereunder shall be interpreted in accordance with and governed by the laws of the State of California, U.S.A. and the Parties consent to the jurisdiction of the state and federal courts located therein.  Any provision of this Agreement, which is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

11.6No Agency.  Nothing in this Agreement will be interpreted or construed to create a partnership, agency or joint venture between Beaumont and/or his affiliates, on the one hand, and ACY on the other.

11.7Entire Agreement.  This Agreement contains and constitutes the entire understanding and agreement between the Parties hereto respecting the subject matter hereof, and supersedes and cancels all previous negotiations, agreements, representations and writings in connection herewith.  This Agreement may not be released, discharged, abandoned, supplemented, modified or waived, in whole or in part, in any manner, orally or otherwise, except by a writing of concurrent or subsequent date signed and delivered by a duly authorized officer or representative of each of the Parties hereto making specific reference to this Agreement and the provisions hereof being released, discharged, abandoned, supplemented, modified or waived.

11.8Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be considered originals, and all of which when taken together shall constitute one and the same instrument.

11.9Expenses.  Each party shall be responsible for and pay for its own expenses in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated herein including any costs associated with registering as a Transacting User Entity, provided, however, that ACY shall be responsible for all costs of FAA Counsel.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS HEREOF the Parties hereto have signed this Agreement as of the Effective Date.

AEROCENTURY CORP.       By:  _________________________________        Name:  Michael G. Magnusson        Title:     President   LEE G. BEAUMONT   ____________________________      

EXHIBIT A

FORM OF

CERTIFICATE OF ACCEPTANCE

Lee G. Beaumont ("Buyer") hereby certifies that pursuant to the Exchange Agreement dated as of March 21, 2017 between Buyer and AeroCentury Corp. ("Seller") (the "Agreement"), in connection with the sale by Seller to Buyer of one (1) used General Electric model CF34--8E5A1 aircraft engine bearing the manufacturer's serial number GE-E193117 as further described herein (collectively herein the "Engine"):

(a) Buyer has inspected the Engine and Shipping Stand, including all technical records, and is satisfied with the condition of Engine as required by the Agreement;

(b) Buyer has accepted delivery of the Engine on  March __, 2017, at the Standard Aero facility in Winnipeg, Manitoba, Canada.

(c) Buyer has inspected, found to be complete and satisfactory to it, and received, all the Engine technical documents.

Date: March ____, 2017

By:

Name: Lee G. Beaumont, individually

Exhibit B

BILL OF SALE

Pursuant to the Exchange Agreement, dated March 21, 2017, by and between Lee G. Beaumont and AeroCentury Corp. (the "Agreement"), for good and valuable consideration, receipt of which is hereby acknowledged, AeroCentury Corp. ("ACY"), the owner of full legal and beneficial title to:

Identification of the Engine and Shipping Stand

Engine Model	Serial Number
CF34-8E5A1 Engine	GE-E193117
Including shipping stand	GEEL – 233

has, as of the ____ day of March, 2017, sold, granted, transferred and delivered all right, title, and interest in and to the above listed engine to Lee G. Beaumont ("Beaumont"), and to its successors and assigns, to have and to hold said Engine forever.  The Engine is sold "AS IS, WHERE IS."

ACY hereby warrants to Beaumont that at the time of delivery of the Engine to Beaumont, ACY was the lawful owner of the Engine with good title thereto; that said Engine is free from all claims, liens, encumbrances and rights of others; that ACY has good and lawful right to sell the Engine; that there is hereby conveyed to Beaumont on the date hereof good and marketable title to the Engine free and clear of all liens, claims, charges and encumbrances and that ACY will warrant and defend such title against all claims and demands of all persons, whomsoever arising from any event or condition occurring prior to delivery of the engine by ACY to Beaumont.

This Bill of Sale will be governed in accordance with the laws of the State of California, U.S.A.; except, that California conflict of law rules will not apply if the result would be the application of the laws of another jurisdiction.

The undersigned has caused this Bill of Sale to be signed by a duly authorized officer as of this ____ day of March, 2017.

AEROCENTURY CORP.

By: _________________________________

Printed Name: ________________________

Title: ________________________________

APPENDIX I

LIST OF DOCUMENTATION PROVIDED WITH ENGINE AT CLOSING

1. engine logbook including tracked parts maintenance releases if not original at production build

2. engine shop visit documentation packages including maintenance releases, LLP status and AD status

3. set of detailed external digital pictures representing the engine and parts installed at delivery

4. engine inventory listing (basic parts installed at delivery)

5. last borescope report dated May 12, 2016

6. video borescope CD/DVD dated May 12, 2016

LIST OF PARTS INCLUDED WITH ENGINE

[TO BE ADDED AT CLOSING, IF ANY]

 EXHIBIT C

SECURITIES PURCHASE AGREEMENT

EX-10.2

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of March 22, 2017, by and among AeroCentury Corp. (the "Company") and Lee G. Beaumont ("Beaumont").  Each of the parties hereto may be referred to as a "Party" to this Agreement, and collectively, the "Parties").

R E C I T A L S

WHEREAS, Beaumont owns 150,000 shares of common stock of the Company (collectively, the "Purchased Shares");

WHEREAS, the Company and Beaumont are parties to that certain Exchange Agreement, dated on or about the date hereof (the "Exchange Agreement"), pursuant to which the Company has agreed to (a) transfer ownership of a certain aircraft engine to Beaumont, and (b) purchase all the Purchased Shares from Beaumont;

WHEREAS, it is a condition to the consummation of the transactions contemplated by the Exchange Agreement that the Parties execute and deliver this Agreement;

WHEREAS, on the terms and subject to the conditions of this Agreement, Beaumont desires to sell the Purchased Shares to the Company, and the Company desires to purchase from Beaumont all the Purchased Shares, on the terms and conditions set forth in this Agreement; and

WHEREAS, as a condition to the Company entering into the transactions contemplated by this Agreement, Beaumont is willing to agree to certain restrictions on their involvement with the Company in the future and to release certain past claims.

NOW, THEREFORE, in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

SALE AND PURCHASE OF PURCHASED SHARES

Section 1.1 Purchase. Subject to the terms and conditions of this Agreement, Beaumont hereby sells, assigns, transfers, conveys and delivers to the Company, and the Company hereby purchases, acquires and accepts from Beaumont, free and clear of any and all Liens (as defined herein) other than Permitted Liens (as defined herein) the Purchased Shares for the consideration as further set forth in the Exchange Agreement (collectively, the "Purchase Price").

Section 1.2 Effectiveness. Simultaneously with the consummation of the transactions contemplated by the Exchange Agreement, Beaumont conveys to the Company all respective right, title and interest in and to the Purchased Shares.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF BEAUMONT

Section 2.1 Representations and Warranties of Beaumont.

Beaumont hereby represents and warrants to the Company, as of the date hereof, as follows:

(a) Beaumont is a natural person, and has the power, authority and capacity to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by Beaumont and the consummation by Beaumont of the transactions contemplated hereby (i) do not require Beaumont to obtain any consent, approval, authorization, order, registration or qualification of or (except for filings pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")) make any filing with any Governmental Authority; and (ii) do not and will not constitute or result in a breach, violation or default under (A) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, including any stock exchange or self-regulatory organization, governmental authority, arbitrator, mediator or similar body (each, a "Governmental Authority) applicable to Beaumont, or (B) the terms of any agreements binding upon Beaumont.

(c) This Agreement has been duly executed and delivered by Beaumont and constitutes a legal, valid and binding obligation of Beaumont, enforceable against Beaumont in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and by general principles of equity.

(d) Beaumont is the sole owner of the Purchased Shares. No person or entity has any beneficial ownership of the Purchased Shares other than Beaumont.  Beaumont has  good and valid title to the Purchased Shares, free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, assessment, option, proxy, agreement to vote, equitable or other adverse claim (collectively, "Liens") other than Liens existing under applicable securities laws (collectively, "Permitted Liens"), and Beaumont has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of any of the Purchased Shares or their respective ownership rights in such Purchased Shares or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to any of such Purchased Shares. There are no contracts, commitments, agreements, understandings or arrangements of any kind (contingent or otherwise) relating to, or granting rights in connection with, the issuance, sale, transfer or ownership of any of the Purchased Shares, other than as contemplated by the Exchange Agreement and this Agreement. The delivery of the Purchased Shares to the Company pursuant to the Exchange Agreement and this Agreement will transfer and convey good, valid and marketable title thereto to the Company, free and clear of all Liens other than Permitted Liens.

(e) Beaumont has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of  making an informed investment decision to dispose of the Purchased Shares in accordance with the Exchange Agreement and this Agreement. In entering into the Exchange Agreement and this Agreement, Beaumont has consulted with his own advisors and has relied solely upon his own investigation and analysis, without relying upon the Company.

(f) Beaumont and his representatives have been provided with access to substantial information, including non-public information, relevant to the Company and the Purchased Shares, and Beaumont has reviewed such information as he considers necessary to evaluate the decision to sell the Purchased Shares pursuant to this Agreement (collectively, the "Provided Information"). Notwithstanding the access provided to Beaumont and his representatives, Beaumont acknowledges that the Company may be in possession of material non-public information about the Company not known to Beaumont ("Excluded Information"). Beaumont hereby waives any and all claims and causes of action now or hereafter arising against the Company, its Affiliates or any of their directors, officers, employees, agents or representatives based upon or relating to any alleged non-disclosure of Excluded Information or the disclosure of the Provided Information and further covenants not to assert any claims against or to sue the Company, its Affiliates or any of their directors, officers, employees, agents or representatives for any loss, damage or liability arising from or relating to the transactions contemplated by the Exchange Agreement or this Agreement based upon or relating to any alleged non-disclosure of Excluded Information or the disclosure of the Provided Information. The term "Affiliate" shall have the meaning set forth in Rule 12b-2 ("Rule 12b-2") promulgated by the Securities and Exchange Commission (the "SEC") under the Exchange Act and shall include persons who become Affiliates of any person subsequent to the date hereof.

(g) Beaumont acknowledges and confirms that he is aware that the Company is not making any representation or warranty to Beaumont whatsoever with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Company, or with respect to the value of the Purchased Shares. Beaumont acknowledges and confirms that he is aware that the closing sale price of the Purchased Shares (the "Stock Price") has fluctuated since Beaumont acquired the Purchased Shares and is likely to continue to fluctuate after the date hereof, including possible material increases to the Stock Price.

(h) Other than the Purchased Shares, neither Beaumont nor any of his Affiliates beneficially owns any shares of capital stock of the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Beaumont, as of the date hereof, as follows:

Section 3.1 Existence and Power.

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. The Company has the power, authority and capacity to execute and deliver this Agreement, to perform the Company's obligations hereunder and to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (i) do not require the Company to obtain any consent, approval, authorization, order, registration or qualification of or, except as required pursuant to the Exchange Act, make any filing with any Governmental Authority; and (ii) except as would not have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement on the terms set forth herein, do not and will not constitute or result in a breach, violation or default under (A) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any Governmental Authority applicable to the Company or (B) the terms of any agreements binding upon the Company.

(c)The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (i) do not require the Company to obtain any consent, approval, authorization, order, registration or qualification of or (except for filings pursuant to the Exchange Act) make any filing with any Governmental Authority; and (ii) do not and will not constitute or result in a breach, violation or default under (A) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any Governmental Authority applicable to the Company, or (B) the terms of any agreements binding upon the Company.

Section 3.2 Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and by general principles of equity. The Company has duly taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Section 3.3 No Other Representations or Warranties. Except for the representations and warranties contained in this Agreement, neither the Company nor any other person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or with respect to any other information provided by or on behalf of the Company.

ARTICLE IV

COVENANTS AND RELEASE

Section 4.1 Standstill. Beaumont agrees that, during the period beginning on the date hereof and ending on the fifth (5^th) anniversary of the date hereof (the "Restricted Period"), he will not, and he will cause each of his Affiliates, including, without limitation, agents or other persons acting on his behalf not to, and will cause his respective Associates (as defined in Rule 12b-2) not to:

(a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Company's indebtedness or (ii) capital stock of the Company including but not limited to shares of common stock of the Company;

(b) submit, induce or encourage any person to submit, any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Company;

(c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Company with respect to any matter;

(d) seek to control or influence the governance or policies of the Company;

(e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries;

(f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of the Exchange Agreement or this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party;

(g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or

(h) take or cause or induce others to take any action inconsistent with any of the foregoing.

Section 4.2 Non-Disparagement. Subject to applicable law, during the Restricted Period, Beaumont shall not, and Beaumont shall cause his Affiliates (and shall use commercially reasonable efforts to cause his Associates) not to, directly or indirectly make or issue or cause to be made or issued any public disclosure, announcement or statement (including, without limitation, the filing of any document or report or the making of any other disclosure with the SEC or any other Governmental Authority, unless required by law or legal process, or any disclosure to any journalist, member of the media or securities analyst) concerning the Company (including, without limitation, the business, reputation, products or services of the Company) or any of its Affiliates, or any of its past or then-current directors, officers, employees, agents or representatives (collectively, "Representatives"), that disparages, or would be reasonably expected to disparage, the Company (or the business, reputation, products or services of the Company), its Affiliates or Representatives.

Section 4.3 Release. Effective as of the date hereof, each party, on behalf of itself, himself and its Affiliates, successors, assigns, heirs and beneficiaries and, to the extent acting in a representative capacity of any such person, such person's creditors, representatives, agents and attorneys (as applicable, collectively, the "Releasing Parties"), hereby fully and finally releases, acquits and forever discharges the other party, its Affiliates and each of its past or current directors, officers, employees, agents or representatives (as applicable, collectively, the "Released Parties"), from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, claims, counterclaims, demands, liabilities, obligations, damages, costs, expenses, compensation and other relief of every kind and nature whatsoever, at law or in equity, whether known or unknown, in each case, which exist as of the date hereof, which such Releasing Parties, or any of them, had, has or may have directly arising out of, connected with or related to Beaumont's investment in the Company ("Claims"); provided, however, that nothing in this Section 4.3 shall be construed to release, acquit or discharge any Claims or rights that any of the Releasing Parties had, have or may have pursuant to the Exchange Agreement or this Agreement (the "Release").

Each party also agrees that because the Release specifically covers known and unknown claims, each party hereby waive its and his rights under Section 1542 of the California Civil Code or any other comparable statute of any jurisdiction, which states as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT TO THE DEBTOR.

If any Claim is not subject to the Release, to the extent permitted by law, each party waives, and will cause the applicable Releasing Parties to waive, any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which the Company or any of the other applicable Released Parties is a party. Each party acknowledges that the consideration payable pursuant to the Exchange Agreement and this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release and this Agreement. Each party agrees that it will not, and will cause the applicable Releasing Parties not to, institute any litigation, lawsuit, claim or action against any applicable Released Party with respect to any and all Claims released in this Agreement. Each party hereby represents and warrants that it and he has access to adequate information regarding the terms of the Release, the scope and effect of the releases set forth herein and all other matters encompassed by the Release to make an informed and knowledgeable decision with regard to entering into the Release and has not relied on the applicable Released Parties in deciding to enter into the Release and has instead made its own independent analysis and decision to enter into the Release.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1 Termination. This Agreement may be terminated by written consent of each of the Parties. If this Agreement is terminated in accordance with this Section 5.1, this Agreement shall be of no further force and effect, without any liability on the part of any Party, except for Sections 5.3 through 5.9 and 5.12 through 5.17, which shall survive the termination of this Agreement. Nothing herein shall relieve any Party of liability for a breach of any representation, warranty, agreement, covenant or other provision of this Agreement prior to the date of termination.

Section 5.2 Public Announcements. Promptly after the date hereof (and, in any event, within the applicable period required under the Exchange Act), (i) Beaumont shall file with the SEC an amendment to that certain Schedule 13D of Beaumont originally filed on December 5, 2014, subject to the prior opportunity of the Company to review and comment thereon (upon Company's review and comment thereon, Company expressly waives any rights it may otherwise have under Section 4.2 herein with respect to any statements set forth in such amendment to which the Company does not object during the course of such review and comment) and (ii) the Company shall file with the SEC a Form 8-K. Until the end of the Restricted Period, except with respect to disclosures that are consistent in all material respects with prior disclosures made in compliance with this Section 5.2, and to the extent permitted under applicable law, each Party shall consult with the other Parties before issuing, and give the other Parties the opportunity to review and comment upon, any press release or other public statement with respect to the Exchange Agreement or this Agreement or the transactions contemplated by the Exchange Agreement or this Agreement.

Section 5.3 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given (i) upon personal delivery to the Party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day or (iii) one business day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the addresses set forth below or such other address or facsimile number as a Party may from time to time specify by notice to the other Parties.

If to the Company, to:

AeroCentury Corp.

Attention: Mr. Michael G. Magnusson, President

1440 Chapin Avenue, Suite 310

Burlingame, California  94010

Facsimile:  (650) 696-3929

Telephone:  (650) 340-1888

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

Attn:  Timothy J. Harris

755 Page Mill Road

Palo Alto, California  94304-1018

Fax: (650) 251-3781

If to Beaumont, to:

Beautech Power Systems LLC

Attn:  Lee G. Beaumont

1717 McKinney Avenue, Suite 700

Dallas, Texas  75202

Attention: Lee Beaumont

Telephone:  +1 (214) 593-6423

Facsimile: +1 (214) 593-6410

Section 5.4 Entire Agreement. This Agreement and the other documents and agreements executed in connection with the transactions contemplated hereby (including but not limited to the Exchange Agreement) embody the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersede all prior written and contemporaneous oral agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the Parties or any of their agents, representatives or affiliates relative to such subject matter, including any term sheets, emails or draft documents.

Section 5.5 Assignment; Binding Agreement. No Party may assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other Parties, provided that the Company may assign its rights and obligations hereunder to any acquirer of the Company. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.

Section 5.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile or other electronic means shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such Party.

Section 5.7 Governing Law; Trial by Jury. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without regard to principles of conflicts of laws. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby.

Section 5.8 No Third Party Beneficiaries or Other Rights. Nothing herein shall grant to or create in any person not a party hereto, or any such person's dependents or heirs, any right to any benefits hereunder, and no such party shall be entitled to sue any party to this Agreement with respect thereto.

Section 5.9 Amendment; Waiver. This Agreement and its terms may not be changed, amended, waived, terminated, augmented, rescinded or discharged, in whole or in part, except by a writing executed by each of the Parties.

Section 5.10 No Brokers. No Party has engaged any third party as broker or finder or incurred or become obligated to pay any broker's, commission or finder's fee in connection with the transactions contemplated by this Agreement.

Section 5.11 Further Assurances. Each Party hereby agrees to execute and deliver, or cause to be executed and delivered, such other documents, instruments and agreements, and take such other actions consistent with the terms of this Agreement as may be reasonably necessary in order to accomplish the transactions contemplated by this Agreement.

Section 5.12 Costs and Expenses. Each Party shall each pay its own costs and expenses, including any commission or finder's fee to any broker or finder, incurred in connection with the negotiation, drafting, execution and performance of this Agreement; provided, however, that Beaumont shall, reimburse the Company for one-half of the legal fees of Company's outside counsel incurred in the preparation and negotiation of this Agreement and the Exchange Agreement, (the "Reimbursement Amount"); provided further that the Reimbursement Amount shall in no event exceed US$5,000.

Section 5.13 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, the court making such holding is expressly authorized to modify such invalid, illegal or unenforceable provision in lieu of severing such provision from this Agreement in its entirety, whether by rewriting such provision, deleting any or all of such provision, adding additional language to this Agreement or by making any other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied in this Agreement to the maximum extent permitted by law. Should any provision of this Agreement be held by a court of competent jurisdiction to be valid, legal or enforceable only if modified, or if any portion of this Agreement shall be held as invalid, illegal or unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

Section 5.14 Headings. The article and section headings herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof.

Section 5.15 Construction. The definitions given for terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any term shall include the corresponding masculine, feminine and neuter forms. The word "including" shall be deemed to be followed by the phrase "without limitation". All references to "$" are to the lawful currency of the United States of America. The words "this Agreement", "hereof", "hereunder", "herein", "hereby" or words of similar import shall refer to this Agreement as a whole and not to a particular section, subsection, clause or other subdivision of this Agreement, unless the context otherwise requires.

Section 5.16 Specific Performance. The Parties acknowledge and agree that a Party could not be made whole by monetary damages in the event that any of the provisions of this Agreement are not performed by the other Party in accordance with their specific terms or are otherwise breached. Accordingly, the Parties agree that, in any such event, the Parties shall be entitled to seek an injunction or injunctions to specifically enforce the terms and provisions hereof in an action instituted in any court of the State of California having subject matter jurisdiction in respect thereof, and the Parties further hereby agree to waive any requirement for the securing or posting of a bond in connection with the obtaining of such injunctive or other equitable relief.

Section 5.17 Survival. The representations and warranties contained in this Agreement shall survive without expiration.

[Signature pages follow]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

AEROCENTURY CORP.
By:
Name:	Michael G. Magnusson
Title:	President
BEAUMONT
Lee G. Beaumont, Individually

EX-10.3

THIRD MODIFICATION AGREEMENT

This Third Modification Agreement (the "Agreement"), dated as of March 22, 2017, is entered into by and among AeroCentury Corp., a Delaware corporation (the "Borrower"), the several financial institutions party to the Loan Agreement (defined below) (each a "Lender" and collectively, "Lenders"), and Mufg Union Bank, N.A., formerly known as Union Bank, N.A. ("Union Bank"), for itself, as Lender and Swing Line Lender, and as agent for the Lenders and other financial institutions (if any) from time to time a party to the Loan Agreement (in such capacity, "Agent"), with reference to the following facts:

RECITALS

A.Pursuant to the terms of that certain Second Amended and Restated Loan and Security Agreement dated as of May 30, 2014 by and between Borrower, as borrower, the Lenders party thereto, and Union Bank, in its capacity as Lender and Swing Line Lender and as the Agent on behalf and for the benefit of the Lenders, as amended by (i) that certain Modification and Limited Waiver to Second Amended and Restated Loan and Security Agreement dated as of August 26, 2014 and (ii) that certain Second Modification Agreement dated as of November 13, 2014 (as the same may be further amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), Lenders made available to Borrower a revolving credit facility in the current aggregate principal amount (including the Swing Line) of up to One Hundred Fifty Million Dollars ($150,000,000.00) (with an additional $30,000,000.00 "accordion" feature) (the "Loan").  Except as otherwise specifically provided herein, all capitalized terms used and not defined herein shall have the meanings set forth in the Loan Agreement.

B.The Loan is evidenced by that certain (i) Second Amended and Restated Revolving Note dated May 30, 2014, made by Borrower and payable to the order of Union Bank in the maximum principal amount of $55,000,000.00 (the "Union Bank Note"); (ii) Commercial Promissory Note [Swing Line] dated May 30, 2014, made by Borrower and payable to the order of Union Bank in the maximum principal amount of $10,000,000.00 (the "Union Bank Swing Line Note"); (iii) Second Amended and Restated Revolving Note dated May 30, 2014, made by Borrower and payable to the order of California Bank and Trust in the maximum principal amount of $30,000,000.00 (the "California Bank Note"); (iv) Second Amended and Restated Revolving Note dated May 30, 2014, made by Borrower and payable to the order of U.S. Bank National Association in the maximum principal amount of $30,000,000.00 (the "U.S. Bank Note"); and (v) Second Amended and Restated Revolving Note dated May 30, 2014, made by Borrower and payable to the order of Umpqua Bank in the maximum principal amount of $25,000,000.00 (the "Umpqua Bank Note") (collectively, the "Notes").

C.The Notes are secured by the Collateral pursuant to, among other things, Mortgages filed with the FAA, filed in the International Registry and recorded or filed according to local law practices.

D.In order to provide further assurances regarding the payment of the Loan and the priority of the Collateral, Borrower delivered to Agent that certain Subordination Agreement (Management Agreement) dated April 28, 2010, by and between JetFleet Management Corp., a California corporation ("JMC"), Borrower and Agent.

E.The Loan Agreement, the Notes and the Mortgages, together with any other documents executed by or among the parties in connection with the Loan, and any and all amendments and modifications thereto, and together with all financing statements and other documents or instruments filed or recorded in connection with the Collateral and/or the Loan are referred to collectively as the "Loan Documents".  This Agreement is a Loan Document.

F.As of the date hereof, the outstanding principal balance, exclusive of accrued interest and other expenses, under the Notes is $117,100,000.00.

G.As of the date hereof, Lenders consist of the following financial institutions: Union Bank, California Bank and Trust, U.S. Bank National Association, and Umpqua Bank.

H.Borrower desires to buy back 150,000 shares of its stock from one shareholder in exchange for Borrower's CF34-8E5 engine having serial number 193117 ("Engine 193117") which is currently off-lease.  In addition, Borrower would like to include three (3) Embraer E-145 aircraft as part of the Borrowing Base (subject to the terms hereof).  Lenders are agreeable to the foregoing, subject to all terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree and covenant as follows:

AGREEMENT

1.Recitals.  The recitals set forth above are true, accurate and correct.

2.Reaffirmation of the Loan.  Borrower reaffirms all of its obligations under all of the Notes and all other Loan Documents, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, restated, extended or supplanted.  Borrower acknowledges that it has no claims, offsets or defenses with respect to the payment of sums due under the Notes or any other Loan Document.

3.Stock Buyback.  Notwithstanding any provision of the Loan Agreement or other Loan Document, including without limitation Sections 7.5, 7.8 and 7.18 of the Loan Agreement, Lenders hereby consent to Borrower's purchase of 150,000 shares of stock in Borrower from Lee Beaumont and his affiliated entities (collectively "Beaumont") (which constitutes 100% of Beaumont's stock ownership in Borrower) in exchange for Borrower transferring title to Engine 193117 to Mr. Beaumont.  Agent shall be authorized to release Engine 193117 as Collateral to facilitate such transaction provided Agent has received and reviewed the documentation to be executed by Borrower in connection with such transaction.

4.MUFG Name Change.  The Loan Agreement and such other Loan Documents with references to the name "Union Bank, N.A." shall be globally amended to read "MUFG Union Bank, N.A."

5.Modification of Loan Agreement.  The Loan Agreement is hereby modified, effective as of the Modification Effective Date, as follows:

5.1Advance Rate.  The definition of "Advance Rate" in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

"Advance Rate" means:

(a)seventy-five percent (75%) of the Appraised Value of Bombardier Aircraft, Embraer Aircraft and ATR Aircraft, provided, however, that the rate for such Bombardier Aircraft, Embraer Aircraft and ATR Aircraft that are not subject to an Eligible Lease for more than two hundred seventy (270) days will be reduced to forty percent (40%);

(b)seventy percent (70%) of the Appraised Value of Leased Spare Engines, provided, however, that the rate for such Leased Spare Engines that are not subject to an Eligible Lease for more than one hundred eighty (180) days shall be reduced to thirty-five percent (35%);

(c)sixty-five percent (65%) of the Net Book Value for Saab 340B Plus Aircraft, provided, however, that the rate for such Saab manufactured Aircraft that are not subject to an Eligible Lease for more than one hundred eighty (180) days shall be reduced to zero percent (0%);

(d)sixty percent (60%) of the Net Book Value of all Other Saab Aircraft, provided, however, that the rate for such Other Saab Aircraft that are not subject to an Eligible Lease for more than one hundred eighty (180) days shall be reduced to zero percent (0%);

(e)fifty percent (50%) of the Appraised Value of Fokker 50 Aircraft, provided, however, that the rate for such Fokker 50 Aircraft that are not subject to an Eligible Lease for more than one hundred eighty (180) days shall be reduced to zero percent (0%);

(f)thirty percent (30%) of the Appraised Value of Fokker 100 Aircraft, provided, however, that the rate for such Fokker 100 Aircraft that are not subject to an Eligible Lease for any period of time shall be reduced to zero percent (0%); and

(g)sixty percent (60%) of the Net Book Value of the Embraer 145 Aircraft subject to an Eligible Lease; provided however that such percentage shall reduce to (i) thirty percent (30%) on the first day of the thirteenth (13^th) month after a Revolving Loan advance is made with respect to such Embraer 145 Aircraft and (ii) zero percent (0%) on the first day of the twenty-fifth (25^th) month after a Revolving Loan advance is made with respect to such Embraer 145 Aircraft, and at any time that such Embraer 145 Aircraft is not subject to an Eligible Lease.

5.2Anti-Corruption Laws. A new definition of "Anti-Corruption Laws" is added to Section 1.1 of the Loan Agreement to read as follows:

"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

5.3Embraer 145 Aircraft.  A new definition of "Embraer 145 Aircraft" is added to Section 1.1 of the Loan Agreement after the definition of "Embraer Aircraft" to read as follows:

"Embraer 145 Aircraft" means the three (3) Embraer 145 Series aircraft manufactured by Embraer S.A. having serial numbers:  145126, 145134 and 145201.

5.4LIBOR. The definition of "LIBOR" in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

"LIBOR" means, for any LIBOR Loan Period, the greater of (a) zero and (b) the rate determined by Agent to be the per annum rate (rounded upward to the nearest one-hundredth of one percent (1/100%)) at which deposits in immediately available funds and in lawful money of the United States would be offered to Agent by reference to the Reuters Screen LIBOR 01 Page (or any replacement  or successor page or service) at approximately 11:00 a.m. (London time) two (2) Business Days before the first day of such LIBOR Loan Period, in an amount equal to the principal amount of, and for a length of time equal to the LIBOR Loan Period for, the LIBOR Loan sought by Borrower.

5.5Sanctions. A new definition of "Sanctions" is added to Section 1.1 of the Loan Agreement to read as follows:

"Sanctions" means sanctions administered or enforced from time to time by the U.S. government, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control or any successor thereto, the U.S. Department of Commerce, the U.S. Department of State, or any government having jurisdiction over Borrower or one of its Subsidiaries.

5.6Anti-Corruption Laws; Sanctions. The following new Section 5.27 is hereby added to the Loan Agreement:

5.27Anti-Corruption Laws; Sanctions. Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.  Borrower has implemented and maintains in effect for itself and its Subsidiaries policies and procedures to ensure compliance by Borrower, its Subsidiaries, and their respective officers, employees, directors, and agents with Anti-Corruption Laws and applicable Sanctions. None of Borrower, any of its Subsidiaries or, to the knowledge of Borrower,  any director or officer of Borrower or any of its Subsidiaries is an individual or entity that is, or is 50% or more owned (individually or in the aggregate, directly or indirectly) or controlled by individuals or entities (including any agency, political subdivision or instrumentality of any government) that are (i) the target of any Sanctions or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, currently Crimea, Cuba, Iran, North Korea, Sudan and Syria. Borrower will not request any Loan, and will not use, and Borrower will ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws. Borrower will not, directly or indirectly,  use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).

5.7Borrowing Base Certificate.  Exhibit A attached to the Loan Agreement enclosing the form of the Borrowing Base Certificate is hereby deleted in its entirety and replaced with the form attached hereto.

6.Conditions Precedent.  Before this Agreement becomes effective and any party becomes obligated under it, all of the following conditions shall have been satisfied in a manner acceptable to Agent in its sole judgment (such date when all the following conditions are so satisfied being the "Modification Effective Date"):

6.1Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each duly executed by an authorized signatory of each party thereto and each in form and substance satisfactory to Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless Agent otherwise agrees or directs):

6.1.1this Agreement; and

6.1.2the Reaffirmation of Subordination Agreement and Consent to Modification and Waiver executed by JMC in the form attached hereto.

6.2Agent shall have received such documentation as Agent may reasonably require to establish the due organization, valid existence and good standing of any guarantor or other party to any of the Loan Documents, its qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a party, the identity, authority and capacity of each authorized signatory thereof authorized to act on its behalf, including certified copies of articles of organization and amendments thereto, bylaws and operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like.

6.3Agent shall have received any other agreements, resolutions, documents, opinion letters, entity documents, UCC and litigation searches, and information relating to the Loan (including evidence of Borrower's authority to enter into this Agreement) that Agent may reasonably require or request in connection with this Agreement or in accordance with the other Loan Documents, including but not limited to documents reaffirming Agent's security interest in the Collateral as required according to local law practices.

6.4All of the representations and warranties of Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement.

7.Payment of Expenses.  Borrower shall pay the reasonable fees and expenses of Agent's outside counsel, as well as any other reasonable documented costs and expenses incurred or payable by the Agent in connection with due diligence, syndication, and the preparation, execution and delivery of this Agreement and the other documentation contemplated hereby.  In addition, as a condition to the effectiveness of this Agreement, Borrower shall have paid any negotiated loan fees associated with this Agreement to each Lender.

8.Borrower's Representations and Warranties.  Borrower represents and warrants to Lenders as follows:

8.1Loan Documents.  Except as otherwise disclosed to Agent in writing prior to the date of this Agreement, all representations and warranties made and given by Borrower in the Loan Documents are true, accurate and correct as of the date hereof.

8.2No Default.  There exists no Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default.

8.3Borrowing Entity.  Borrower is a corporation, duly organized and existing and in good standing under the laws of the State of Delaware, and is qualified or licensed to do business in all jurisdictions (including California) in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could result in an Event of Default.  There have been no changes in the organization, composition, ownership structure or formation documents of Borrower since the inception of the Loan except for those previously disclosed in writing to Agent.

8.4Existing Liens.  As of the date hereof, except as disclosed in writing to Agent, no Liens exist on any of Borrower's assets and/or property of any kind.

9.No Impairment; No Novation.  Except as specifically hereby amended, the Loan Documents shall each remain unaffected by this Agreement and all Loan Documents shall remain in full force and effect.  The execution and delivery of this Agreement shall not constitute a novation of any Loan Document.

10.Integration.  The Loan Documents, including this Agreement:  (a) integrate all the terms and conditions mentioned in or incidental to the Loan Documents; (b) supersede all oral negotiations and prior and other writings with respect to their subject matter; and (c) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties.  If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other agreement or instrument, including any of the other Loan Documents, the terms, conditions and provisions of this Agreement shall prevail.

11.Miscellaneous.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument.  Delivery of an executed counterpart of the signature page to this Agreement by telefacsimile shall be effective as delivery of a manually executed counterpart of this Agreement, and any party delivering such an executed counterpart of the signature page to this Agreement by telefacsimile to any other party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other party; provided; however, that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.  If any court of competent jurisdiction in the state of California determines any provision of this Agreement or any of the other Loan Documents to be invalid, illegal or unenforceable, that portion shall be deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable portion had never been a part of the Loan Documents.  This Agreement shall be governed by the laws of the State of California, without regard to the choice of law rules of that State.  As used in this Agreement, the word "include(s)" means "includes(s), without limitation," and the word "including" means "including, but not limited to."  In the event of a dispute between any of the parties hereto over the meaning of this Agreement, all parties shall be deemed to have been the drafter hereof, and any applicable law that states that contracts are construed against the drafter shall not apply.

 [Remainder of Page Intentionally Left Blank.  Signature Pages Follow.]

IN WITNESS WHEREOF, the parties have agreed to the foregoing as of the date first set forth above.

BORROWER:

AEROCENTURY CORP., a Delaware corporation

By:

Name:

Title:

AGENT, LENDER AND SWING LINE LENDER:

MUFG UNION BANK, N.A.,formerly known as Union Bank, N.A.  

By:

Name:

Title:

LENDER:

CALIFORNIA BANK AND TRUST  

By:

Name:

Title:

LENDER:

UMPQUA BANK  

By:

Name:

Title:

LENDER:

U.S. BANK NATIONAL ASSOCIATION

By:

Name:

Title:

EXHIBIT A

UPDATED BORROWING BASE CERTIFICATE

To:MUFG UNION BANK, N.A. as Agent

This Borrowing Base Certificate ("Certificate") is executed and delivered by AeroCentury Corp., a Delaware corporation ("Borrower"), to MUFG Union Bank, N.A. ("Agent") pursuant to that certain Second Amended and Restated Loan and Security Agreement dated as of May 30, 2014, among Union Bank, N.A., together with any other Lender thereunder from time to time (collectively, the "Lenders") and Union Bank, N.A., as Agent and Swing Line Lender (as amended, extended, renewed, supplemented or otherwise modified from time to time, the "Loan Agreement").  Any terms used herein and not defined herein shall have the meanings set forth for such terms in the Loan Agreement.  This Certificate covers the calendar month ending ___________, 20___ (the "Determination Date"), and is delivered to Agent pursuant to Section 8.1.5 of the Loan Agreement.

As of the Determination Date, all Equipment subject to an Eligible Lease are listed on Schedule 1 attached hereto.  Attached hereto as Schedule 2 is a list of all Equipment acquired and all Equipment sold by the Borrower since the date of the last Borrowing Base Certificate delivered to Agent.  Attached hereto as Schedule 3 is Borrower's leasing receivables aging report as of the Determination Date, which covers both Leases under which the Lessees are current and Leases under which the Lessees are delinquent, in either case as of such date.

The following calculations determine the Borrowing Base and the Borrowing Base Availability as of the Determination Date under the Revolving Commitment described in the Loan Agreement and related Loan Documents.  Such calculations are derived from the Books and Records of Borrower in accordance with the relevant definitions of financial terms set forth in the Loan Agreement:

I.BORROWING BASE
Borrower's Borrowing Base as of the Determination Date is $___________, calculated as:
1.Bombardier Aircraft, Embraer Aircraft and ATR Aircraft
(i) the aggregate Appraised Value of Bombardier Aircraft, Embraer Aircraft and ATR Aircraft subject to an Eligible Lease or not subject to an Eligible Lease for 270 days or less	$
(ii) times 75%	×               .75
(a) Advance Rate of Bombardier Aircraft, Embraer Aircraft and ATR Aircraft subject to Eligible Lease [(i) × (ii)]	$
(iii) the aggregate Appraised Value of Bombardier Aircraft, Embraer Aircraft and ATR Aircraft not subject to an Eligible Lease for more than 270 days	$
(iv) times 40%	×               .40
(b) Advance Rate of Bombardier Aircraft, Embraer Aircraft and ATR Aircraft not subject to Eligible Lease [(iii) × (iv)]	$
Total Borrowing Base Amount for Bombardier Aircraft, Embraer Aircraft and ATR Aircraft [(a) + (b)]	$
2.Engines
(i) the aggregate Appraised Value of Leased Spare Engines subject to an Eligible Lease or not subject to an Eligible Lease for 180 days or less	$
(ii) times 70%	×               .70
(a) Advance Rate of Leased Spare Engines subject to Eligible Lease [(i) × (ii)]	$
(iii) the aggregate Appraised Value of Leased Spare Engines not subject to an Eligible Lease for more than 180 days	$
(iv) times 35%	×               .35
(b) Advance Rate of Leased Spare Engines not subject to Eligible Lease [(iii) × (iv)]	$
Total Borrowing Base Amount for Leased Spare Engines [(a) + (b)]	$
3.Saab 340B Plus Aircraft
(i) the aggregate Net Book Value of Saab 340B Plus Aircraft subject to an Eligible Lease or not subject to an Eligible Lease for 180 days or less	$
(ii) times 65%	×               .65
Total Borrowing Base Amount for Saab 340B PlusAircraft [(i) x (ii)]	$
4.All Other Saab Aircraft
(i) the aggregate Net Book Value of Other Saab Aircraft subject to an Eligible Lease or not subject to an Eligible Lease for 180 days or less	$
(ii) times 60%	×               .60
Total Borrowing Base Amount for Other Saab Aircraft [(i) x (ii)]	$
5.Fokker 50 Aircraft
(i) the aggregate Appraised Value of Fokker 50 Aircraft subject to an Eligible Lease or not subject to an Eligible Lease for 180 days or less	$
(ii) times 50%	×               .50
Total Borrowing Base Amount for Fokker 50 Aircraft [(i) x (ii)]	$
6.Fokker 100 Aircraft
(i) the aggregate Appraised Value of Fokker 100 Aircraft subject to an Eligible Lease	$
(ii) times 30%	×               .30
Total Borrowing Base Amount for Fokker 100 Aircraft [(i) x (ii)]	$
7.Embraer 145 Aircraft
(i) the aggregate Net Book Value of Embraer 145 Aircraft subject to an Eligible Lease	$
(ii) times 60% (for initial advance) or 30% (after 12 months of advance or 0% (after 24 months of advance)	×     .60 (.30) (0%)
Total Borrowing Base Amount for Embraer 145 Aircraft [(i) x (ii)]	$
BORROWING BASE:  [1+2+3+4+5+6+7]:	$
II.BORROWING AVAILABILITY
Borrower's Borrowing Availability under the Revolving Commitment as of the Determination Date is $___________, calculated as the lesser of the following (1 or 2):
1.Maximum Amount ($150,000,000.00 subject to Sections 2.8 and 2.18 of the Loan Agreement)	$
or
2.Borrowing Base Availability
(i) Borrowing Base (above)	$
(ii) less amount outstanding as of the Determination Date under the Credit Facility	-$
(iii) less the total amount of deferred rent and maintenance reserves due to the Borrower from any Lessee or former Lessee	-$
(iv) less the lesser of (a) $5,000,000 or (b) the amount reflected on Borrower's balance sheet as "Maintenance Reserves and Accrued Costs"	-$
BORROWING BASE AVAILABILITY	$
BORROWING AVAILABILITY [Lesser of 1 or 2 above]:	$

[Signature on following page.]

This Certificate is executed on __________, 20__, by the _____________of Borrower, an Authorized Signatory.  The undersigned hereby further certifies that each and every matter contained herein is derived from the Books and Records of Borrowers and is true and correct in all material respects.

AEROCENTURY CORP., a Delaware corporation

[Printed name]

SCHEDULE 1

Eligible Equipment subject to an Eligible Lease

[TO BE APPENDED]

SCHEDULE 2

Part 1

Equipment Acquired

[TO BE APPENDED]

SCHEDULE 2

Part 2

Equipment Sold

[TO BE APPENDED]

SCHEDULE 3

Leasing Receivables Aging Report

[TO BE APPENDED]

REAFFIRMATION OF SUBORDINATION AGREEMENTAND CONSENT TO MODIFICATION

The undersigned hereby consents to the terms, conditions and provisions of the foregoing Third Modification Agreement (the "Modification Agreement") by and between AeroCentury Corp., a  Delaware corporation (the "Borrower"), MUFG Union Bank, N.A., formerly known as Union Bank, N.A. ("Union Bank"), together with the Lenders party thereto (collectively, the "Lenders"), and Union Bank as Swing Line Lender ("Swing Line Lender") and as Agent ("Agent") for the Lenders, and the transactions contemplated thereby.

The undersigned also hereby ratifies and reaffirms the full force and effectiveness of that certain Subordination Agreement (Management Agreement) dated as of April 28, 2010 by and between JetFleet Management Corp., a California corporation and Union Bank, in its capacity as Agent for itself and the other Lenders (the "Subordination Agreement"), pursuant to which the parties agreed, among other things, that certain payments under that certain Amended and Restated Management Agreement dated April 23, 1998 by and between the undersigned and Borrower were and at all times would be subject and subordinate to the prior payment in full of the Senior Indebtedness.

All capitalized terms used but not defined herein shall have the meanings given them in the Subordination Agreement.

JETFLEET MANAGEMENT CORP.,

a California corporation

By:Name:Title: