0001362988-15-000006 Sample Contracts

AMENDED AND RESTATED SHAREHOLDER AGREEMENT OF AIRCASTLE LIMITED
Shareholder Agreement • May 6th, 2015 • Aircastle LTD • Services-equipment rental & leasing, nec • New York

THIS AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this "Agreement") is made as of February 18, 2015, by and among Aircastle Limited, a Bermuda exempted company limited by shares (the "Company"), Marubeni Corporation, a Japanese corporation (the "Investor"), and Marubeni Aviation Holding Coöperatief U.A, a Netherlands coöperatief and a wholly owned subsidiary of the Investor (“MHC” and, together with the Investor, the “Shareholders”), and shall become effective as of the date hereof. Certain capitalized terms used in this Agreement are defined in Section 1.1. Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.

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Amendment Agreement
Amendment Agreement • May 6th, 2015 • Aircastle LTD • Services-equipment rental & leasing, nec • New York

This Amendment Agreement is dated as of January 26, 2015 (this “Amendment Agreement”) by and among each of the Lenders set forth on Schedule I annexed hereto (each an “Increasing Lender” and collectively the “Increasing Lenders”), AIRCASTLE LIMITED, an exempted company organized and existing under the laws of Bermuda (the “Borrower”) and CITIBANK, N.A., as agent for the Increasing Lenders (the “Agent”).

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