formofnote.htm


    ANNEX D TO THE SECOND
AMENDMENT

     

    TO THE SECURITIES PURCHASE
AGREEMENT

     

    [FORM
OF NOTE]

     

    THIS
INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN
THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF APRIL 17,
2007 AMONG SATELLITE FUND II, L.P., SATELLITE FUND IV, L.P., SATELLITE FUND V,
LLC AND THE APOGEE GROUP, LLC AND NATIONAL CITY BANK (TOGETHER WITH ITS
SUCCESSORS AND ASSIGNS, THE “SENIOR AGENT”), TO THE INDEBTEDNESS (INCLUDING
INTEREST) OWED BY AEROCENTURY CORP. (THE “COMPANY”) PURSUANT TO THAT CERTAIN
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (THE “CREDIT AGREEMENT”) DATED AS
OF APRIL 17, 2007 AMONG THE COMPANY, THE SENIOR AGENT AND THE LENDERS FROM TIME
TO TIME PARTY THERETO, AND THE OTHER FINANCING DOCUMENTS (AS DEFINED IN THE
CREDIT AGREEMENT) AS SUCH CREDIT AGREEMENT AND OTHER FINANCING DOCUMENTS MAY BE
AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME AND TO
INDEBTEDNESS REFINANCING THE INDEBTEDNESS THEREUNDER AS CONTEMPLATED BY THE
SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE
HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION
AGREEMENT.

     

    AEROCENTURY
CORP.

     

    16%
Senior Subordinated Note due December 30, 2011

     

    No.
R-                                                                                                                              [Date]

     

    $_______________

     

    AEROCENTURY CORP. (together
with its respective successors, the “Issuer”),
a Delaware corporation, for value received, hereby promises to pay to
_________________, or registered assigns, the principal amount of ______________
DOLLARS ($_______) on
December 30, 2011, with interest (computed on the basis of the actual number of
days elapsed over a 360-day year) on the unpaid balance of such principal amount
at the rate of 16% per annum, from the date hereof, payable monthly on the last
day of each month, commencing on May 31, 2007 (each such date, an “Interest Payment
Date”) until the principal hereof shall have become due and payable
(whether at maturity or at a date fixed for prepayment or by declaration or
otherwise), and with interest on any overdue principal (including any overdue
prepayment of principal) and (to the extent permitted by applicable law)
premium, if any, and (to the extent permitted by applicable law) on any overdue
installment of interest, at the rate of 18.00% per annum “Default
Rate”) until paid, payable monthly as aforesaid or, at the option of the
holder hereof, on demand and, upon acceleration of this Note, together with the
Applicable Premium of Make-Whole Amount specified in the Securities Purchase
Agreement hereinafter referred to, as liquidated damages and not as a penalty;
provided that in no event shall the amount payable as interest on this Note
exceed the highest lawful rate permissible under any law applicable
hereto.  Payment of principal, premium, if any, and interest hereon
shall be made in lawful money of the United States of America by the method and
at the address for such purpose specified in the Securities Purchase Agreement
hereinafter referred to, and such payments shall be overdue for purposes hereof
if not made on the originally scheduled date of payment therefor, without giving
effect to any applicable grace period.  In case an Event of Default
(as defined in the Securities Purchase Agreement) shall occur and be continuing,
the unpaid balance of the principal of this Note shall bear interest at the
Default Rate and may be declared and become due and payable in the manner and
with the effect provided in the Securities Purchase Agreement.

     

    This Note
is one of the Issuer’s 16% Senior Subordinated Notes due December 30, 2011,
limited to $14,000,000 aggregate principal amount, issued pursuant to that
certain Securities Purchase Agreement dated April 17, 2007 (as amended from time
to time, the “Securities
Purchase Agreement”), and the holder thereof is entitled to the benefits
of the Securities Purchase Agreement and the other Operative Documents referred
to in the Securities Purchase Agreement and may enforce the agreements contained
therein and exercise the remedies provided for thereby or otherwise available in
respect thereof, all in accordance with the terms thereof.

     

    This Note
is subject to prepayment only as specified in the Securities Purchase
Agreement.

     

    This Note
is in registered form and is transferable only by surrender hereof at the
principal executive office of the Issuer as provided in the Securities Purchase
Agreement.  The Issuer may treat the person in whose name this Note is
registered on the Note register maintained at such office pursuant to the
Securities Purchase Agreement as the owner hereof for all purposes, and the
Issuer shall not be affected by any notice to the contrary.

     

    The
parties hereto, including the maker and all guarantors and endorsers of this
Note, hereby waive presentment, demand, notice, protest and all other demands
and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.

     

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    THIS
NOTE AND THE SECURITIES PURCHASE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE DOMESTIC SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTS OF LAW PROVISION OR RULE THAT
WOULD CAUSE THE APPLICATION OF DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER
JURISDICTION.

     

    AEROCENTURY
CORP.

     

    By:                                                               

     

    Name:

     

    Title:

     


    
      
        
          
            	
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    FORM OF
ASSIGNMENT

     

    [To be
signed only upon transfer of Note]

     

    For value
received, the undersigned hereby sells, assigns and transfers unto ____________
the within Note, and appoints __________________ Attorney to transfer such Note
on the books of AEROCENTURY CORP. (together with its successors), with full
power of substitution in the premises.

     

    Date:

     

    


     

    (Signature
must conform in all respects to name of Holder as specified on the face of the
Note)

     

    
      	
               
      

            	
              Signed
      in presence of

            


    

     

    


     

    
      
        
          	
                  [New
      York #1923626 v2]

                	
                  Annex
      D-