Aircastle Advisor LLC
000 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx XX 00000
March 8, 2006
Xxxxxxxx X. Xxxx
00 Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Dear Xxxxxxxx:
Reference is made to that certain letter agreement, dated April 29, 2005
(the "Letter Agreement"), between you and Aircastle Advisor LLC.
1. Initial Grant.
On and as of the date hereof you have executed a Restricted Share Agreement
in respect of certain shares of Aircastle Investment Limited. Accordingly,
the following provisions are deleted from the Letter Agreement:
(a) the final two paragraphs under "Compensation"; and
(b) paragraph (i)(a) of "Employment Relationship; Termination; Termination
Payments and Vesting".
2. Miscellaneous.
Except as expressly set forth herein, the Letter Agreement remains in full
force and effect, unchanged.
AIRCASTLE ADVISOR LLC
By: /s/ Xxxxx Xxxxxx
---------------------------------
Accepted and agreed to, this 16th day of March, 2006:
/s/ Xxxxxxxx X. Xxxx
-------------------------------------
Xxxxxxxx X. Xxxx
