EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
  

 
 AMENDMENT NO. 1 TO AMENDED AND
RESTATED 
 SHAREHOLDER AGREEMENT 

BY AND AMONG 
 AIRCASTLE
LIMITED 
 AND 

THE SHAREHOLDERS NAMED HEREIN 
  

 
 Dated as of
September 23, 2016 
  
  







 AMENDMENT NO. 1 TO AMENDED AND RESTATED 

SHAREHOLDER AGREEMENT 

OF 
 AIRCASTLE LIMITED

 THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this “Agreement”) is made as of
September 23, 2016, 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. For
purposes of this Agreement, capitalized terms not defined herein shall have the meaning given in the A&R Shareholder Agreement. Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.

 WHEREAS, the Company and the Investor previously entered into a Shareholder Agreement, dated as of June 6, 2013 (the
“Original Shareholder Agreement”); 
 WHEREAS, pursuant to a Joinder, dated as of July 12, 2013, executed and
delivered to the Company, MHC became a party to the Original Shareholder Agreement; 
 WHEREAS, the Company and Shareholders entered into an
Amended and Restated Shareholder Agreement, dated as of February 18, 2015 (the “A&R Shareholder Agreement”); and 

WHEREAS, the parties to the A&R Shareholder Agreement desire to amend the A&R Shareholder Agreement to increase the percentage
ownership triggering a Change of Control from 30% to 35%, upon the terms and conditions set forth in this Agreement. 
 NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 

ARTICLE I 

AMENDMENTS 

Section 1.1 Amendment to Article I. The definition of “Change in Control” in Section 1.1(h) of the A&R
Shareholder Agreement is hereby deleted and replaced in its entirety with the following: 
 “Change of Control”
(i) shall mean a single transaction or a series of related transactions, whether by way of purchase, acquisition, tender, exchange or other similar offer or recapitalization, reclassification, consolidation, merger,








 
amalgamation, share exchange or other business combination transaction, in which any Person or Group (other than the Company or its Affiliates) becomes the Owner of more than 35.0% of the
combined voting power of the outstanding Voting Power of the Company and (ii) shall be deemed to have occurred if during any period of two consecutive years individuals who at the beginning of such period constituted the Board (together with
any new directors whose election or nomination was approved by a vote of the majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the Board; provided, that, in the case of clause (i) and (ii) above none of the Shareholders or their respective Affiliates has directly or indirectly
caused the occurrence of any of the foregoing events through action or inaction constituting a breach of Section 2.1, 2.6, 2.7 or 3.2(g).” 

ARTICLE II 

MISCELLANEOUS 

Section 2.1 Effect of Amendment. Except as expressly modified by this Agreement, all of the terms, covenants, agreements and other
provisions of the A&R Shareholder Agreement shall remain in full force and effect in accordance with their respective terms. As used in the A&R Shareholder Agreement, the terms “this Agreement”, herein, hereinafter, hereunder,
hereto and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the A&R Shareholder Agreement as amended by this Agreement. The provisions of Article VII (Miscellaneous) of the
A&R Shareholder Agreement shall apply mutatis mutandis to this Agreement, and to the A&R Shareholder Agreement as amended by this Agreement, taken together as a single agreement, reflecting the terms therein as modified hereby. 

Section 2.2 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same Agreement. 
 [Remainder of page left blank intentionally] 

  
 2 








 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their
respective officers thereunto duly authorized as of the date first above written. 
  

			
	AIRCASTLE LIMITED
		
	By:	 	 /s/ Christopher L. Beers

	Name:	 	Christopher L. Beers
	Title:	 	General Counsel
	
	MARUBENI CORPORATION
		
	By:	 	 /s/ Akira Kotaki

	Name:	 	Akira Kotaki
	Title:	 	General Manager
	
	 MARUBENI AVIATION HOLDING

COÖPERATIEF U.A.

		
	By:	 	 /s/ Akira Kotaki

	Name:	 	Akira Kotaki
	Title:	 	Director



  
 3