Aircastle Advisor LLC
000 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx XX 00000
March 8, 2006
Xxxx Xxxxxxx
c/o Aircastle Advisor LLC
000 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx XX 00000
Dear Xxxx:
Reference is made to that certain letter agreement, dated February 3, 2005
(the "Letter Agreement"), between you and Aircastle Investment Limited ("AIL").
1. By signing this letter, Aircastle Advisor LLC ("AALLC") confirms that it
has assumed any and all obligations of "Aircastle" or "Company" under the
Letter Agreement, as amended hereby, and you confirm that Aircastle
Investment Limited has no obligation or liability under the Letter
Agreement.
2. Guaranteed Minimum Bonus.
The first two paragraphs of "Aircastle Incentive Compensation" in the
Letter Agreement are hereby deleted and the following is substituted in
lieu therefor:
"Subject to the terms of this Letter Agreement, you will be paid a minimum
annual bonus for the calendar year 2006, which shall be paid to you on or
prior to January 31, 2007, in an amount not less than $550,000 (the
"Guaranteed Minimum Bonus")."
3. 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 "Equity Incentive Plan" paragraph and Exhibit B to the Letter
Agreement; and
(b) in the first paragraph of "Restrictive Covenants", (i) the words and
figures "twelve (12) months" shall be amended to read "six (6) months"
in the first sentence thereof and (ii) the words ", Fortress has
lowered....; or (ii)" shall be deleted from the last sentence thereof.
4. 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 14th day of March, 2006:
/s/ Xxxx Xxxxxxx
--------------------------------
Xxxx Xxxxxxx
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