Exhibit 10.1 Second Amendment Agreement


    

      Exhibit
        10.1

      


      SECOND
        AMENDMENT, dated as of April 5, 2007 (this “Amendment”)
        to the
        Credit Agreement (2006-B), dated as of December 15, 2006 (as amended by the
        First Amendment dated as of January 22, 2007, the “Agreement”),
        by
        and among AIRCASTLE LIMITED, an exempted company organized and existing under
        the laws of Bermuda (“Parent”), AIRCASTLE HOLDING CORPORATION LIMITED, an
        exempted company organized and existing under the laws of Bermuda (“AHCL”),
        AIRCASTLE IRELAND HOLDING LIMITED a limited liability company incorporated
        in
        Ireland (“AIHL”, and together with AHCL, the “Borrowers”), JPMORGAN CHASE BANK,
        N.A., as administrative agent (the “Administrative
        Agent”)
        and
        certain lenders from time to time parties thereto. Capitalized terms used
        but
        not otherwise defined in this Amendment shall have the meanings set forth
        in the
        Agreement and the rules of interpretation set forth therein shall apply to
        this
        Amendment.

      


      W
        I T
        N E S S E T H:

      


      WHEREAS,
        Parent, the Borrowers, the Lenders and the Administrative Agent are parties
        to
        the Agreement; 

       

      WHEREAS,
        the Borrowers have requested that the Lenders amend the 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 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 9.3 (Liens) of the Agreement.
        Subsection 9.3(xiii) of the Agreement is hereby amended and restated in its
        entirety to read as follows:

       

      “(xiii)
        Liens granted by a Borrower, Guarantor or any Subsidiary thereof in favor
        of a
        Lender or an Affiliate of a Lender, securing Indebtedness permitted under
        Section 9.4(c).”

       

                  2.  Amendment
        to Section 9.4 (Indebtedness) of the Credit Agreement.
        Subsection 9.4(c) of the Credit Agreement is hereby amended and reinstated
        in its entirety to read as follows:

       

      “(c)
        Indebtedness arising from Hedging Agreements in an aggregate notional amount
        as
        of any particular date of determination not then exceeding $2,000,000,000
        entered into in the ordinary course of business and not for speculative
        purposes;”

       

      3.  Amendment
        to Section 9.18 (Consolidated Net Worth) of the Credit Agreement.
        Section
        9.18 of the Credit Agreement is hereby amended and restated in its entirety
        to
        read as follows:

       

      “Permit
        Consolidated Net Worth at any time to be less than lesser of (a)
        the sum
        of $750,000,000 plus (i) 0.50
        multiplied by (ii)
        the cash
        proceeds of each issuance of Capital Stock by the Parent or any of its
        Subsidiaries after March 1, 2007 (net of attorney’s fees, investment banking
        fees, accountant’s fees, underwriting discounts, 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      commissions
        and other out of pocket costs and expenses actually incurred in connection
        with
        such issuance) and (b)
        $1,000,000,000.”

          

                  4.  Conditions
        to Amendment Effective Date.
        This
        Amendment shall become effective upon the date (the “Amendment
        Effective Date”)
        when
        the following conditions are satisfied:

       

                  (a)  Counterparts.
        The
        Administrative Agent shall have received counterparts of this Amendment,
        duly
        executed and delivered by Parent, the Borrowers 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

       effectivenessof
        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. 

       

      	5.  	
              Fees
                and Expenses.

            


       

      The
        Borrower shall pay all fees, costs and expenses in connection with the Amendment
        and the transactions contemplated thereby, together with the reasonable legal
        fees and expenses of the Administrative Agent.

       

      	6.  	
              Continuing
                Effect of Loan Documents

            


       

      .
        This
        Amendment shall not constitute an amendment or waiver of any provision of
        the
        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 Agreement are and shall remain in full force and effect.

       

      	7.  	
              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.

       

      	8.  	
              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.

       

      	9.  	
              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.

       

      
        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.

         

        
 

      


      
        
          
            Second
              Amendment

             

             

             

             

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      



      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
                  LIMITED
                  ,
                  as Parent

              
	
                By:
                  /s/ Mark Zeidman

              
	
                Name:
                  Mark Zeidman

              
	
                Title:
                  Chief Financial Officer

              
	 
	
                AIRCASTLE
                  HOLDING CORPORATION LIMITED
                  ,
                  as Borrower

              
	
                By:
                  /s/ Mark Zeidman

              
	
                Name:
                  Mark Zeidman

              
	
                Title:
                  Deputy Chairman/ CEO

              
	 
	
                AIRCASTLE
                  IRELAND HOLDING LIMITED
                  ,
                  as Borrower

              
	
                By:
                  /s/ Ron Wainshal

              
	
                Name:
                  Ron Wainshal

              
	
                Title:
                  Director

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

              
	
                By:
                  /s/ Matthew H. Massie

              
	
                Name:
                  Matthew H. Massie

              
	
                Title:
                  Managing Director

              
	 
	
                BEAR
                  STEARNS CORPORATE LENDING INC., as a Lender

              
	
                By:
                  /s/ Victor Bulzacchelli

              
	
                Name:
                  / Victor Bulzacchelli

              
	
                Title:
                  Vice President

              
	 
	
                CITICORP
                  NORTH AMERICA, INC., as a Lender

              
	
                By
                  : /s/ Gaylord C. Holmes

              
	
                Name:
                  Gaylord C. Holmes

              
	
                Title:
                  Vice President