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