EXECUTION COPY

          SECOND AMENDMENT, dated as of February 24, 2006 (this "Amendment") to
the Third Amended and Restated Credit Agreement, dated as of October 24, 2005,
as amended by the First Amendment thereto dated as of November 7, 2005 by and
among AIRCASTLE INVESTMENT HOLDINGS LIMITED ("Holdings"), an exempted company
organized and existing under the laws of Bermuda, AIRCASTLE IRELAND NO. 1
LIMITED ("Irish Holdings"), a limited liability company incorporated in Ireland
and an indirect subsidiary of the Parent, and certain Holdings Subsidiary Trusts
and Holdings SPCs designated as Borrowing Affiliates (such Holdings Subsidiary
Trusts and Holdings SPCs being referred to individually as a "Borrower" or
collectively as the "Borrowers"), ABH 12 LIMITED ("ABH 12"), an exempted company
organized and existing under the laws of Bermuda, as a Guarantor and not a
Borrower, JPMORGAN CHASE BANK, N.A., as administrative agent (the
"Administrative Agent") and certain lenders from time to time parties thereto
(the Credit Agreement"). Capitalized terms used but not otherwise defined in
this Amendment shall have the meanings set forth in the Credit Agreement and the
rules of interpretation set forth therein shall apply to this Amendment.

                                   WITNESSETH:

     WHEREAS, Holdings, Irish Holdings, the Borrowers, ABH 12, the Lenders and
the Administrative Agent are parties to the Credit Agreement;

     WHEREAS, the Borrowers have requested that the Lenders amend the Credit
Agreement, as more fully described herein; and

     WHEREAS, the Lenders are willing to agree to such amendment, but only upon
the terms and subject to the conditions set forth herein;

     NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:

          NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:

          1. Amendment to Section 1.1.

          (a) Subsection 1.1 of the Credit Agreement is hereby amended by
inserting, in proper alphabetical order, the following substitute defined terms
and related definitions:

               (i) "Stated Termination Date" means April 28, 2006.

               (ii) "Total Revolving Credit Commitment" means a principal amount
     equal to $525,000,000, as may be reduced from time to time in accordance
     with Section 2.7.

          2. Conditions to Effectiveness of this Amendment. This Amendment shall
become effective upon the date (the "Effective Date") when the following
conditions are satisfied:

         Amendment No. 2 to Third Amended and Restated Credit Agreement



                                                                               2


          (a) Amendment to Credit Agreement. The Administrative Agent shall have
received counterparts of this Amendment, duly executed and delivered by
Holdings, Irish Holdings, the Borrowers, ABH 12 and the Lenders;

          (b) No Default. No Default or Event of Default shall have occurred and
be continuing on such date or after giving effect to the transactions
contemplated herein; and

          (c) Representations and Warranties. Each of the representations and
warranties made by the Credit Parties in or pursuant to the Loan Documents shall
be true and correct in all material respects on and as of the date hereof,
before and after giving effect to the effectiveness of this Amendment, as if
made on and as of the date hereof, except to the extent such representations and
warranties expressly relate to a specific earlier date, in which case such
representations and warranties were true and correct as of such earlier date.

          3. Continuing Effect of the Credit Agreement. This Amendment shall not
constitute an amendment or waiver of any provision of the Credit Agreement not
expressly referred to herein and shall not be construed as an amendment, waiver
or consent to any further or future action on the part of the Credit Parties
that would require an amendment, waiver or consent of the Lenders or
Administrative Agent. Except as expressly amended hereby, the provisions of the
Credit Agreement are and shall remain in full force and effect.

          4. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts (including by facsimile),
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.

          5. Severability. Any provision of this Amendment which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          6. Integration. This Amendment and the other Loan Documents represent
the agreement of the Credit Parties, the Administrative Agent and the Lenders
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.

          7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         Amendment No. 2 to Third Amended and Restated Credit Agreement



                                                                  EXECUTION COPY

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

                                        AIRCASTLE INVESTMENT HOLDINGS LIMITED

                                        AIRCASTLE IRELAND NO. 1 LIMITED

                                        ABH 12 LIMITED

                                        AIRCASTLE BERMUDA HOLDING II LIMITED

                                        AIRCASTLE BERMUDA HOLDING III LIMITED

                                        AIRCASTLE BERMUDA HOLDING VII LIMITED

                                        AIRCASTLE BERMUDA HOLDING VIII LIMITED


                                        By:      /s/ David R. Walton
                                            ------------------------------------
                                            Name:    David R. Walton
                                                  ------------------------------
                                            Title:   General Counsel and
                                                     Assistant Secretary
                                                   -----------------------------

         Amendment No. 2 to Third Amended and Restated Credit Agreement



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                                        CONSTELLATION AIRCRAFT LEASING (FRANCE)
                                        SARL

                                        INTREPID AIRCRAFT LEASING (FRANCE) SARL

                                        ENTERPRISE AIRCRAFT LEASING (FRANCE)
                                        SARL


                                        By:      /s/ David R. Walton
                                            ------------------------------------
                                            Name:    David R. Walton
                                                  ------------------------------
                                            Title:   Attorney in Fact
                                                   -----------------------------

         Amendment No. 2 to Third Amended and Restated Credit Agreement



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                                        CONSTITUTION AIRCRAFT LEASING (IRELAND)
                                        LIMITED


                                        By:      /s/ Ron Wainshal
                                            ------------------------------------
                                            Name:    Ron Wainshal
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

         Amendment No. 2 to Third Amended and Restated Credit Agreement



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                                        WELLS FARGO BANK NORTHWEST, NATIONAL
                                           ASSOCIATION, not in its individual
                                           capacity but solely as Owner Trustee
                                           under the Trust Agreements to which
                                           it is a party


                                        By:      /s/ Val T. Orton
                                            ------------------------------------
                                            Name:    Val T. Orton
                                                  ------------------------------
                                            Title:   Vice President
                                                   -----------------------------

         Amendment No. 2 to Third Amended and Restated Credit Agreement



                                                                               5


                                        WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                           not in its individual capacity but
                                           solely as Owner Trustee under the
                                           Trust Agreements to which it is a
                                           party


                                        By:      /s/ Val T. Orton
                                            ------------------------------------
                                            Name:    Val T. Orton
                                                  ------------------------------
                                            Title:   Vice President
                                                   -----------------------------

         Amendment No. 2 to Third Amended and Restated Credit Agreement



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                                        JPMORGAN CHASE BANK, N.A., as Agent and
                                           as a Lender


                                        By:      /s/ Matthew H. Massie
                                            ------------------------------------
                                            Name:    Matthew H. Massie
                                                  ------------------------------
                                            Title:   Managing Director
                                                   -----------------------------

         Amendment No. 2 to Third Amended and Restated Credit Agreement



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                                        BEAR STEARNS CORPORATE LENDING INC., as
                                           a Lender


                                        By:      /s/ Victor Bulzacchelli
                                            ------------------------------------
                                            Name:    Victor Bulzacchelli
                                                  ------------------------------
                                            Title:   Vice President
                                                   -----------------------------

         Amendment No. 2 to Third Amended and Restated Credit Agreement