0001036848-10-000017 Sample Contracts

SUBORDINATION AGREEMENT (MANAGEMENT AGREEMENT)
Subordination Agreement • May 4th, 2010 • Aerocentury Corp • Services-equipment rental & leasing, nec • California

This Subordination Agreement (Management Agreement) (this "Agreement"), dated as of April 28, 2010, is by and among JetFleet Management Corp., a California corporation ("JMC"), AeroCentury (as hereinafter defined) and Union Bank, N.A., in its capacity as Agent for itself and the other Lenders under the Loan Agreement (as defined below) (the "Agent").

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LOAN AND SECURITY AGREEMENT BETWEEN AEROCENTURY CORP., as Borrower AND UNION BANK, N.A. as Lender and Agent April 28, 2010
Loan and Security Agreement • May 4th, 2010 • Aerocentury Corp • Services-equipment rental & leasing, nec • California

THIS LOAN AND SECURITY AGREEMENT ("Agreement"), is entered into as of April 28, 2010, between AEROCENTURY CORP., a Delaware corporation ("Borrower"), UNION BANK, N.A., together with any other Lender hereunder from time to time (collectively, the "Lenders" and individually, a "Lender") and UNION BANK, N.A., as Agent ("Agent"), effective as of the Closing Date, with reference to the following facts:

SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination and Intercreditor Agreement • May 4th, 2010 • Aerocentury Corp • Services-equipment rental & leasing, nec • California

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this "Agreement") is made as of April 28, 2010 by and among SATELLITE FUND II, L.P., SATELLITE FUND IV, L.P., SATELLITE FUND V, LLC and THE APOGEE GROUP, LLC (collectively, the "Subordinated Creditor") and UNION BANK, N.A., in its capacity as agent (or any other Person appointed by the holders of the Senior Debt (as hereinafter defined) as successor agent for purposes of the Senior Debt Documents and this Agreement, the "Agent") for itself and the other lenders party to the Loan Agreement described below (the Agent and such lenders each and collectively referred to as a "Senior Creditor").

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