AMENDMENT NO. 1
Amendment No. 1, dated March 30, 1999 (the "Amendment"), to Credit Agreement dated June 30, 1998 (as
amended, the "Agreement") by and between AeroCentury Corp., a Delaware corporation ("AeroCentury"), the
banking institutions signatories hereto and named in Exhibit A attached hereto and such other institutions that
hereafter become a "Bank" pursuant to '10.4 hereof (collectively the "Banks" and individually a "Bank") and
FIRST UNION NATIONAL BANK, a national banking association, as agent for the Banks under this
Agreement ("First Union" which shall mean in its capacity as agent unless specifically stated otherwise). All
capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the
WHEREAS, First Union and AeroCentury, together with the other Banks, desire to amend the Agreement in the
manner hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and promises hereinafter set forth and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Section 1.1 of the Agreement. The definition of "Required Banks" as set forth in Section 1.1 of the Agreement
is hereby amended and restated in its entirety to be as follows:
"Required Banks" at any time shall mean Banks whose Revolving Loan Commitments equal or exceed 70% of
the total of such Revolving Loan Commitments if no Loans are outstanding or, if Loans are outstanding, Banks
whose outstanding Loans equal or exceed 70% of the Loans.
2. Section 2.3(c) of the Agreement. The time A12:00 p.m. EST as set forth in the first line of Section 2.3(c) of
the Agreement shall be and hereby is amended to be 2:00 p.m. EST.
3. Amended and Restated Exhibit A to Agreement. Exhibit A to the Agreement shall be and is hereby amended
and restated in its entirety as attached hereto.
4. Representations and Warranties. AeroCentury hereby restates the representations and warranties made in the