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. 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

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

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

10.3 Third 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

About AEROCENTURY CORP. (NYSEMKT:ACY)

AeroCentury Corp. acquires used regional aircraft and aircraft engines for lease to regional carriers all over the world. The Company’s segment is leasing of regional aircraft to foreign and domestic regional airlines. The business of the Company is managed by JetFleet Management Corp. (JMC), an integrated aircraft management, marketing and financing business. JMC is a subsidiary of JetFleet Holding Corp (JHC). The Company has been engaged in the business of investing in used regional aircraft equipment leased to foreign and domestic regional air carriers. The Company owns regional aircraft and engines, which are leased to customers under triple net leases with terms that are less than the useful life of the assets. The Company’s aircraft and aircraft engines that were on lease or held for lease includes turboprop aircraft, regional jet aircraft and engines.

AEROCENTURY CORP. (NYSEMKT:ACY) Recent Trading Information

AEROCENTURY CORP. (NYSEMKT:ACY) closed its last trading session up +0.09 at 9.89 with 338 shares trading hands.