<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh10.txt
<DESCRIPTION>FORM OF 12TH AMENDMENT
<TEXT>
                              TWELFTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


TWELFTH AMENDMENT, dated as of December 20, 2005 (this "Amendment"), to Credit
Agreement dated June 30, 2000 (as amended, the "Agreement") by and between
AeroCentury Corp., a Delaware corporation ("AeroCentury"), the banking
institutions signatories hereto and such other institutions that hereafter
become a "Bank" pursuant to Section 10.4 of the Agreement (collectively the
"Banks" and individually a "Bank") and National City Bank, a national banking
association, as Agent for the Banks under the Agreement ("National City" 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 Agreement.

                              Preliminary Statement

         WHEREAS, National City and AeroCentury, together with the other Banks,
desire to amend the Agreement in the manner hereinafter set forth, to modify an
earnings covenant in the Agreement effective as of the date of this Agreement;

         WHEREAS, Section 10.2 of the Credit Agreement requires that the written
consent of National City and the Banks be obtained for certain amendments,
modifications or waivers contemplated herein.

         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. Amendments to Article 7 - Financial  Covenants.  The following section as set
forth in Article 7 of the  Agreement  is hereby  amended  and  restated in its
entirety as follows:

           Section 7.2. EBITDA to Interest Ratio. The ratio of EBITDA to
           Interest as at the end of any Fiscal Quarter and for the period of
           such Fiscal Quarter will not be less than 2.15:1.0; provided,
           however, that if AeroCentury raises unsecured Subordinated Debt of at
           least $10,000,000 during any Fiscal Quarter, the ratio of EBITDA to
           Interest as at the end of such Fiscal Quarter and as at the end of
           any Fiscal Quarter thereafter, and for the period of such Fiscal
           Quarters so long as unsecured Subordinated Debt in the principal
           amount of at least $10,000,000 remains outstanding, will not be less
           than 1.80:1.0.

2.  Representations  and  Warranties.  Except  as  otherwise  disclosed  herein,
AeroCentury  hereby  restates the  representations  and  warranties  made in the
Agreement,  including,  but not limited to, Article 3 thereof,  on and as of the
date hereof as if originally given on this date.

3.  Covenants.  AeroCentury  hereby  represents  and  warrants  that  it  is  in
compliance  and has  complied  with  each and  every  covenant  set forth in the
Agreement, as amended by this Amendment, including, but not limited to, Articles
5 and 6 thereof, on and as of the date hereof.

4. No  Default or Event of  Default.  No  Potential  Default or Event of Default
under the Agreement has occurred and is continuing.

5. Effectiveness  Conditions.  This Amendment shall be effective upon completion
of the following conditions precedent (all documents to be in form and substance
satisfactory to National City and the Banks, and dated the date hereof):

a.   execution and delivery of this Amendment; and

b.   execution and delivery of such other documents, instruments and agreements
     as National City and the Banks shall reasonably request in connection with
     the foregoing matters.

6.   Affirmation. AeroCentury hereby affirms its absolute and unconditional
     promise to pay to the Banks the Loans and all other amounts due under the
     Agreement and any other Loan Document on the maturity dates(s) provided in
     the Agreement or any other Loan Document, as such documents may be amended
     hereby.

7.   Effect of Amendment. This Amendment amends the Agreement only to the extent
     and in the manner herein set forth, and in all other respects the Agreement
     is ratified and confirmed.

8.   Counterparts. This Amendment may be signed in any number of counterparts,
     each of which shall be an original, with the same effect as if the
     signatures hereto were upon the same instrument.

                 [Remainder of page intentionally left blank.]


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have each caused this Amendment
to be duly executed by their duly authorized representatives as of the date
first above written.


    AEROCENTURY CORP.


    By       ________________________
             Name:
             Title:


    NATIONAL CITY BANK


    By       ________________________
             Name:    Michael J. Labrum
             Title:   Senior Vice President


CALIFORNIA BANK & TRUST


By       ________________________
         Name:
         Title:


FIRST BANK DBA
FIRST BANK & TRUST


By       ________________________
         Name:
         Title:

</TEXT>
</DOCUMENT>