Exhibit 4.1
	 

	 
	 

	 
		
		
		

		
		  Number
		

		
		  AYR
		

		
		  SHARES
		

		
		  AIRCASTLE CUSIP G0129K 10 4
		

		
		  SEE REVERSE FOR CERTAIN DEFINITIONS
		

		
		  THE SHARES REPRESENTED BY THIS AIRCASTLE LIMITED
		

		
		  CERTIFICATE ARE TRANSFERABLE IN
		

		
		  HAMILTON, BERMUDA AND INCORPORATED UNDER THE LAWS OF BERMUDA
		

		
		  NEW YORK, NEW YORK
		

		
		  THIS CERTIFIES THAT
		

		
		  is the registered holder of
		

		
		  FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF $0.01
		  EACH OF THE SHARE CAPITAL OF AIRCASTLE LIMITED
		

		
		  COMMON SHARES
		

		
		  (hereinafter called the “Company”), subject to the memorandum
		  of association and the bye-laws of the Company and transferable in accordance
		  therewith. This certificate is not valid until countersigned by the Transfer
		  Agent and registered by the Registrar, Witness, the facsimile seal of the
		  Company and the facsimile signatures of its duly authorized officers.
		

		
		  Dated
		

		
		  COUNTERSIGNED AND REGISTERED: AIRCASTLE LIMITED
		

		
		  AMERICAN STOCK TRANSFER & TRUST COMPANY BERMUDA 2004
		

		
		  (New York, NY)
		

		
		  CHIEF EXECUTIVE OFFICER
		

		
		  TRANSFER AGENT<br/> AND REGISTRAR
		

		
		  BY:
		

	 
 
 
	 
		
		
		

		
		  AIRCASTLE LIMITED
		

		
		  AIRCASTLE LIMITED
		

		
		  THE COMPANY WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT
		  CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, CONVERSION AND OTHER
		  RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
		  QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF SHARES OF EACH CLASS
		  AUTHORIZED TO BE ISSUED AND, WITH RESPECT TO THE CLASSES OF SHARES WHICH MAY BE
		  ISSUED IN SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES
		  BETWEEN THE SHARES OF EACH SERIES, TO THE EXTENT THEY HAVE BEEN SET. SUCH
		  REQUEST MAY BE MADE TO THE SECRETARY OF THE COMPANY AT ITS REGISTERED OFFICE OR
		  TO THE TRANSFER AGENT.
		

		
		  KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED
		  OR DESTROYED, THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
		  THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
		

		
		  The following abbreviations, when used in the inscription on the face
		  of this certificate, shall be construed as though they were written out in full
		  according to applicable laws or regulations:
		

		
		  TEN COM – as tenants in common UNIF GIFT MIN ACT ? Custodian
		

		
		  TEN ENT – as tenants by the entireties (Cust) (Minor)
		

		
		  JT TEN – as joint tenants with right of under Uniform Gifts to
		  Minors
		

		
		  survivorship and not as tenants Act
		

		
		  in common (State)
		

		
		  Additional abbreviations may also be used though not in the above list.

		

		
		  For value received, ________ hereby sell, assign and transfer unto
		

		
		  PLEASE INSERT SOCIAL SECURITY OR OTHER
		

		
		  IDENTIFYING NUMBER OF ASSIGNEE
		

		
		  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
		  ASSIGNEE)
		

		
		  ______________________________________ shares<br/> represented by
		  the within Certificate, and do hereby irrevocably constitute and appoint
		

		
		  _______________________________________________Attorney<br/> to
		  transfer the said shares on the books of the within named Company<br/>
		  with full power of substitution in the premises.
		

		
		  Dated
		

		
		  NOTICE: NOTICE:THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
		  THE NAME AS WRITTEN UPON THE FACE OF<br/> THE CERTIFICATE IN EVERY
		  PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
		

		
		  Signature(s) Guaranteed:
		

		
		  THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
		  INSTITUTION (BANKS,
		

		
		  STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
		  MEMBERSHIP IN AN