Amendment to Letter Agreement Between Aircastle Advisor LLC and Mark Zeidman (March 2006)

Summary

This agreement amends a prior letter agreement between Mark Zeidman and Aircastle Investment Limited. Aircastle Advisor LLC now assumes all obligations under the original agreement, releasing Aircastle Investment Limited from liability. The agreement guarantees Mark Zeidman a minimum annual bonus of $550,000 for 2006, to be paid by January 31, 2007. It also updates terms related to equity incentives and restrictive covenants. All other terms of the original agreement remain unchanged.

EX-10.7 8 file8.htm LET. AGREEMENT BET. AIRCASTLE LLC AND MARK ZEIDMAN

Aircastle Advisor LLC 300 First Stamford Place, 5th Floor Stamford CT 06902 March 8, 2006 Mark Zeidman c/o Aircastle Advisor LLC 300 First Stamford Place, 5th Floor Stamford CT 06902 Dear Mark: 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/ David Walton ---------------------------- Accepted and agreed to, this 14th day of March, 2006: /s/ Mark Zeidman - -------------------------------- Mark Zeidman 2