by and amongCredit Agreement • June 2nd, 2006 • Aircastle LTD • New York
Aircastle Advisor LLC 300 First Stamford Place, 5th Fl. Stamford, Connecticut 06902 February 24, 2006 Joseph Schreiner 5205 N. Marina Pacifica Drive, Suite 21 Long Beach, CA 90803 Dear Joe: It is with great pleasure that Aircastle Advisor LLC (the...Employment Agreement • June 2nd, 2006 • Aircastle LTD
UNDERWRITING AGREEMENT AIRCASTLE LIMITEDUnderwriting Agreement • July 25th, 2006 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
FORM OF INDEMNIFICATION AGREEMENT AGREEMENT, dated as of August 2, 2006, between Aircastle Limited, a company incorporated under the laws of Bermuda with its registered office located at Clarendon House, 2 Church Street, Hamilton 11, Bermuda (the...Indemnification Agreement • August 2nd, 2006 • Aircastle LTD • Services-equipment rental & leasing, nec • Delaware
Exhibit 10.2 ------------ SEPARATION AGREEMENT AND GENERAL RELEASE Aircastle Advisor LLC, a Delaware limited liability company ("Aircastle"), and Mark Zeidman ("Employee") have entered into this Separation Agreement and General Release (this...Separation Agreement • April 16th, 2007 • Aircastle LTD • Services-equipment rental & leasing, nec • Connecticut
WITNESSETH:Credit Agreement • June 2nd, 2006 • Aircastle LTD • New York
Aircastle Advisor LLC 300 First Stamford Place, 5th Floor Stamford CT 06902 March 8, 2006 Mark Zeidman c/o Aircastle Advisor LLC 300 First Stamford Place, 5th Floor Stamford CT 06902 Dear Mark: Reference is made to that certain letter agreement, dated...Letter Agreement • June 2nd, 2006 • Aircastle LTD
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • July 25th, 2006 • Aircastle LTD • Services-equipment rental & leasing, nec • Delaware
AIRCASTLE LIMITEDIndenture • December 6th, 2013 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
INDENTURE dated as of December 5, 2013, among Aircastle Limited, a company incorporated under the laws of Bermuda (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee as trustee (the “Trustee”).
EXECUTION VERSION FIRST AMENDMENT, dated as of June 15, 2006 (this "Amendment") to (a) the Credit Agreement, dated as of February 28, 2006 (the "Credit Agreement"), by and among AIRCASTLE INVESTMENT HOLDINGS 2 LIMITED ("Holdings"), an exempted company...Credit Agreement • July 25th, 2006 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
AIRCASTLE INVESTMENT LIMITED SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Subscription Agreement"), dated as of April 28, 2006, is made by and between Aircastle Investment Limited, a Bermuda exempted company (the "Company") and Ueberroth...Subscription Agreement • June 2nd, 2006 • Aircastle LTD • New York
AIRCASTLE LIMITED, as Company, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 30, 2012 6.25% Senior Notes due 2019Indenture • November 30th, 2012 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
by and among AIRCASTLE LIMITED, as Parent AIRCASTLE HOLDING CORPORATION LIMITED, AIRCASTLE IRELAND HOLDING LIMITED as Borrowers, JPMORGAN CHASE BANK, N. A., BEAR STEARNS CORPORATE LENDING INC. and CITICORP NORTH AMERICA, INC., as Lenders and JPMORGAN...Credit Agreement • December 18th, 2006 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
AIRCASTLE LIMITED Underwriting AgreementUnderwriting Agreement • June 13th, 2019 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
Aircastle Limited, a company incorporated under the laws of Bermuda (the “Company”), proposes to issue and sell to the several parties named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture, dated as of December 5, 2013 (the “Base Indenture”), as supplemented by the seventh supplemental indenture, to be dated as of June 13, 2019 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”) relating to the issuance of the Securities. To the extent that there are no additional parties listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or the plural as the co
AGREEMENT AND PLAN OF MERGER Dated as of November 5, 2019 among AIRCASTLE LIMITED, MM AIR LIMITED and MM AIR MERGER SUB LIMITEDMerger Agreement • November 7th, 2019 • Aircastle LTD • Services-equipment rental & leasing, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 5, 2019, among Aircastle Limited, a Bermuda exempted company (the “Company”), MM Air Limited, a Bermuda exempted company (“Parent”), and MM Air Merger Sub Limited, a Bermuda exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”).
AIRCASTLE LIMITED $500,000,000 6.25% Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2012 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
AIRCASTLE ADVISOR LLC EMPLOYMENT AGREEMENTEmployment Agreement • December 8th, 2010 • Aircastle LTD • Services-equipment rental & leasing, nec • Connecticut
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on [___________] (the “Effective Date”), by and between Aircastle Advisor LLC, a Delaware limited liability company (the “Company”), and [___________] (“Executive”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company.
andCredit Agreement • December 18th, 2006 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
ContractGuarantee Supplemental Indenture • October 10th, 2024 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of July 18, 2024, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle (Ireland) Designated Activity Company (the “New Subsidiary Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) under the indenture referred to below.
INTERCREDITOR AGREEMENT dated as of May 2, 2008 among ACS 2008-1 LIMITED, as the Borrower ACS AIRCRAFT FINANCE IRELAND 3 LIMITED, as the Guarantor AIRCASTLE ADVISOR, LLC, as the Administrative Agent CALYON NEW YORK BRANCH, as the Facility Agent, the...Intercreditor Agreement • May 5th, 2008 • Aircastle LTD • Services-equipment rental & leasing, nec
This INTERCREDITOR AGREEMENT, dated as of May 2, 2008 (this “Agreement” or this “Intercreditor Agreement”), is made among ACS 2008-1 LIMITED, a Bermuda exempted company (the “Borrower”), ACS AIRCRAFT FINANCE IRELAND 3 LIMITED, an Irish private limited liability company (the “Guarantor”), AIRCASTLE ADVISOR, LLC, in its capacity as the Administrative Agent, CALYON, a société anonyme organized under the laws of France, acting through its NEW YORK BRANCH (“Calyon”), in its capacity as the person accepting appointment as the Facility Agent and in its capacity as the person accepting appointment as the Collateral Agent under the Credit Agreement and in its capacity as Liquidity Facility Provider under the Liquidity Facility Agreement, and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), in its capacity as the person accepting appointment as the Operating Bank under the Security Agreement.
AMENDED AND RESTATED SHAREHOLDER AGREEMENT OF AIRCASTLE LIMITEDShareholder 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.
AIRCASTLE LIMITED, as Company, and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of January 22, 2024 5.950% Senior Notes due 2029Indenture • January 22nd, 2024 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
INDENTURE, dated as of January 22, 2024 (this “Indenture”), between AIRCASTLE LIMITED, a company incorporated under the laws of Bermuda (the “Company”), having its principal office at c/o Aircastle Advisor LLC, 201 Tresser Boulevard, Suite 400, Stamford, CT 06901 and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (in such capacity, the “Trustee”).
UNDERWRITING AGREEMENT AIRCASTLE LIMITED Common Shares Underwriting AgreementUnderwriting Agreement • October 4th, 2007 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
Aircastle Limited, a Bermuda exempted company (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 common shares, par value U.S. $0.01 per share, of the Company and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of 10,000,000 common shares, par value U.S. $0.01 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,000,000 common shares of the Company, and the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional 1,000,000 common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “S
Aircastle Limited Common Shares Underwriting AgreementUnderwriting Agreement • May 18th, 2018 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
Subject to the terms and conditions herein set forth, Ontario Teachers’ Pension Plan Board (the “Selling Shareholder”) hereby agrees to sell to the several parties named in Schedule I hereto (the “Underwriters”), and the Underwriters hereby agree to purchase from the Selling Shareholder an aggregate of 7,887,029 common shares (the “Shares”) of Aircastle Limited, a company incorporated under the laws of Bermuda (the “Company”). The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and an
ContractLease Novation Agreement • March 10th, 2011 • Aircastle LTD • Services-equipment rental & leasing, nec • England and Wales
LEASE NOVATION AGREEMENT (CAC [ ]), dated as of December 15, 2010 (this “Agreement”), among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a US national banking association, not in its individual capacity but solely as Owner Trustee (“Existing Lessor”), THUNDERBIRD [ ] LEASING LIMITED, a Mauritius company (“New Lessor”), and SOUTH AFRICAN AIRWAYS (PTY) LTD., a South African private limited liability company (“Lessee”).
CREDIT AGREEMENT (2008-B) dated as of May 2, 2008 by and among ACS 2008-1 LIMITED, and ACS AIRCRAFT FINANCE IRELAND 3 LIMITED, as Borrowers, CALYON NEW YORK BRANCH, As Sole Bookrunner, HSH NORDBANK AG, NEW YORK BRANCH KfW IPEX-BANK GmbH, DVB BANK AG,...Credit Agreement • May 5th, 2008 • Aircastle LTD • Services-equipment rental & leasing, nec
THIS CREDIT AGREEMENT (2008-B), dated as of May 2, 2008 (the “Agreement”), made by and among ACS 2008-1 LIMITED, an exempted company incorporated and existing under the laws of Bermuda (“ACS Bermuda”), and ACS AIRCRAFT FINANCE IRELAND 3 LIMITED, an Irish private limited liability company (“ACS Ireland”) (each a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto, and their successors and permitted assigns, (a “Lender”, collectively the “Lenders”), CALYON NEW YORK BRANCH (“Calyon”), as sole bookrunner, and in its capacity as Facility Agent for the Lenders (in such capacity, and together with any successor Facility Agent appointed in accordance with the terms of Section 7.7, the “Facility Agent”) and HSH NORDBANK AG, NEW YORK BRANCH, KfW IPEX-BANK GmbH, DVB BANK AG and CALYON NEW YORK BRANCH as joint lead arrangers (in such capacity, the “Joint Lead Arrangers”);
TRUST INDENTURE dated as of June 8, 2007 among ACS AIRCRAFT FINANCE IRELAND 2 LIMITED, as the Issuer ACS 2007-1 LIMITED, as the Guarantor DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Cash Manager DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Trustee...Trust Indenture • June 12th, 2007 • Aircastle LTD • Services-equipment rental & leasing, nec
This TRUST INDENTURE, dated as of June 8, 2007 (this “Indenture”), is made among ACS AIRCRAFT FINANCE IRELAND 2 LIMITED, an Irish public limited liability company (the “Issuer”), ACS 2007-1 LIMITED, a Bermuda exempted company (the “Guarantor”), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as the Cash Manager, DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as the person accepting appointment as the Trustee under this Indenture, FINANCIAL GUARANTY INSURANCE COMPANY, a New York stock insurance company (the “Policy Provider”) , HSH NORDBANK AG, NEW YORK BRANCH, a corporation organized under the laws of Germany (the “Initial Credit Facility Provider”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as the Drawing Agent (the “Drawing Agent”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and amongCredit Agreement • May 4th, 2016 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 19, 2012, as amended and restated as of August 2, 2013, as further amended and restated as of March 31, 2014 and as further amended and restated as of March 28, 2016 (as may be amended, supplemented or otherwise modified from time to time, the “Agreement”), made by and among AIRCASTLE LIMITED, an exempted company organized and existing under the laws of Bermuda (the “Borrower”), CITIBANK, N.A., GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA, Credit Agricole Corporate & Investment Bank, DBS Bank Ltd., MUFG Union Bank, N.A., Deutsche bank AG NEW YORK BRANCH, BNP PARIBAS and each other financial institution party hereto (such financial institutions, and their successors and assigns, a “Lender”; collectively the “Lenders”), and CITIBANK, N.A., in its capacity as agent for the Lenders (in such capacity, and together with any successor agent appointed in accordance with the terms of Section 11.7,
DEPOSIT AGREEMENT among AIRCASTLE LIMITED and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and the Holders from time to time of Receipts issued hereunder Relating to the Issuer’s Receipts, Depositary Shares and...Deposit Agreement • June 8th, 2021 • Aircastle LTD • Services-equipment rental & leasing, nec • New York
RESTRICTED SHARE AGREEMENT UNDER THE AIRCASTLE INVESTMENT LIMITED 2005 EQUITY AND INCENTIVE PLAN [PURCHASED RESTRICTED SHARES] This Award Agreement (this "Restricted Share Agreement"), dated as of _______, 2006 (the "Date of Grant"), is made by and...Restricted Share Agreement • June 2nd, 2006 • Aircastle LTD
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 27th, 2020 • Aircastle LTD • Services-equipment rental & leasing, nec • Delaware
INDEMNIFICATION AGREEMENT, dated as of [•], between Aircastle Limited, a company incorporated under the laws of Bermuda with its registered office located at Clarendon House, 2 Church Street, Hamilton 11, Bermuda (the “Company”), and ____________(“Indemnitee”).
1 Definitions and Interpretation 1 2 Representations and Warranties 4 3 Agreement to Sell and Purchase 6 4 Conditions Precedent 7 5 Purchase Price 8 6 Pre-Delivery Inspection 8 7 Delivery 9 8 Condition of Aircraft 9 9 Manufacturer’s Warranties 10 10...Aircraft Sale and Purchase Agreement • August 18th, 2006 • Aircastle LTD • Services-equipment rental & leasing, nec • England
MAERSK AIRCRAFT A/S, a limited company incorporated in Denmark with its registered office at Copenhagen Airport, DK-2791 Dragoer, Denmark (the ‘‘Seller’’);
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 7th, 2019 • Aircastle LTD • Services-equipment rental & leasing, nec • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of November 5, 2019 (this “Agreement”) is made and entered into by and between Aircastle Limited, a Bermuda exempted company (the “Company”), and the undersigned Shareholders (each a “Shareholder,” and collectively, “Marubeni”) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Aircastle Advisor LLC 300 First Stamford Place, 5th Floor Stamford CT 06902 March 8, 2006 Jonathan M. Lang 17 Pequot Drive Norwalk, Connecticut 06855 Dear Jonathan: Reference is made to that certain letter agreement, dated April 29, 2005 (the "Letter...Letter Agreement • June 2nd, 2006 • Aircastle LTD
Aircastle Advisor LLC 300 First Stamford Place, 5th Floor Stamford CT 06902 March 8, 2006 David Walton 384 Sound Beach Avenue Old Greenwich CT 06870 Dear Dave: Reference is made to that certain letter agreement, dated February 3, 2005 (the "Letter...Letter Agreement • June 2nd, 2006 • Aircastle LTD
