Item 1.01 Entry into a Material Definitive Agreement

On June 18, 2008, AeroCentury Corp. (the "Company") entered into an amendment ("Amendment") to the Securities Purchase Agreement, dated April 17, 2007, among the Company, Satellite Fund II, L.P., Satellite Fund IV, L.P., The Apogee Group, LLC, and Satellite Fund V, LLC (collectively, the "Note Purchasers"), pursuant to which Amendment the Company and the Note Purchasers agreed to extend from June 30, 2008, to July 31, 2008, the deadline for the closing of the second and final installment of the sale and issuance to the Note Purchasers of 16% Senior Subordinated Notes, due December 30, 2011.

A copy of the Amendment is filed as Exhibit 99 hereto.