8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 24, 2008 (March 20, 2008)

Aircastle Limited

(Exact name of registrant as specified in its charter)

Bermuda	001-32959	98-0444035
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Aircastle Advisor LLC 300 First Stamford Place, Stamford, Connecticut	06902
(Address of principal executive offices)	(Zip Code)

 Registrant’s telephone number, including area code           (203) 504-1020

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 -- Registrant's Business and Operations

Item 1.01 Entry Into a Material Definitive Agreement

The description of the 2006-B Fourth Amendment and the 2006-A Third Amendment (as each is defined below) set forth in Item 2.03 of this Report is incorporated herein by reference.

Section 2 -- Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

Aircastle Limited (“Aircastle” or the “Company”) and certain of its subsidiaries have entered into amendments to existing credit facilities as described below.

Fourth Amendment to the Revolving Credit Facility

Reference is made to the senior revolving credit agreement (as amended, modified and supplemented, the "Revolving Credit Facility"), dated as of December 15, 2006, by and among the Company and certain of its subsidiary companies and JPMorgan Chase Bank, N.A., Bear Stearns Corporate Lending Inc., and Citicorp North America, Inc., providing for an aggregate amount of borrowings not to exceed $250.0 million. The Revolving Credit Facility was filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed December 18, 2006; the first amendment to the Revolving Credit Facility was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed January 25, 2007; the second amendment to the Revolving Credit Facility was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 11, 2007; and the third amendment to the Revolving Credit Facility was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 21, 2007.  The Revolving Credit Facility and amendments thereto as so filed are incorporated herein by reference.

On March 20, 2008, the parties to the Revolving Credit Facility entered into a fourth amendment to the Revolving Credit Facility (the “2006-B Fourth Amendment”), extending the Stated Termination Date (as defined therein) to December 11, 2008, and reducing the commitments of the lenders to make loans thereunder (the “Revolving Commitments”) from $250 million to $150 million.  The Revolving Commitments are further reduced to $100 million on June 30, 2008, $80 million on August 31, 2008, $60 million on September 30, 2008 and $40 million on October 31, 2008, with final maturity on December 11, 2008.  The 2006-B Fourth Amendment also amends the Revolving Credit Facility so that Bear Stearns Corporate Lending Inc. will have no further Revolving Commitments or loans outstanding under the Revolving Credit Facility, with JPMorgan Chase Bank, N.A. and Citicorp North America, Inc. each funding one-half of the Revolving Commitments and the outstanding loans from the date of the 2006-B Fourth Amendment.

The applicable margin on LIBOR-based loans under the Revolving Credit Facility will increase to 200 basis points, and the remaining lenders under the Revolving Credit Facility will receive an up-front fee equal to 25 basis points of the $150 million committed amount of the facility.

The foregoing summary of certain provisions of the 2006-B Fourth Amendment is qualified in its entirety by reference to the complete 2006-B Fourth Amendment filed as Exhibit 10.1 hereto and  incorporated herein by reference.

Third Amendment to the Amended Credit Facility No. 2

Reference is made to the amended and restated credit agreement (as amended, modified and supplemented, "Amended Credit Facility No. 2"), dated as of December 15, 2006, among Aircastle Investment Holdings 2 Limited, Aircastle Ireland No. 1 Limited, Aircastle Ireland No. 3 Limited, certain other borrowers (collectively, the “Borrowers”) and JPMorgan Chase Bank, N.A., Bear Stearns Corporate Lending Inc., and Citicorp North America, Inc., providing for loans in an aggregate amount up to $1.0 billion.  Amended Credit Facility No. 2 was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed December 18, 2006; the first amendment to Amended Credit Facility No. 2 was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 25, 2007; and the second amendment to Amended Credit Facility No. 2 was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 18, 2007.  The Amended Credit Facility No. 2 and amendments thereto as so filed are incorporated herein by reference.

On March 20, 2008, the parties to Amended Credit Facility No. 2 entered into an amendment to Amended Credit Facility No. 2 (the "2006-A Third Amendment"), reducing the commitments of the lenders to make loans thereunder from $1.0 billion to $500 million, on any future date after which the loans outstanding under Amended Credit Facility No. 2 fall below $500 million.

The foregoing summary of certain provisions of the 2006-A Third Amendment is qualified in its entirety by reference to the complete 2006-A Third Amendment filed as Exhibit 10.2 hereto and  incorporated herein by reference.

Section 8 – Other Events

Item 8.01 Other Events

On March 24, 2008, Aircastle Limited issued a press release, attached hereto and incorporated herein by reference as Exhibit 99.1, announcing that its Board of Directors declared a first quarter cash dividend on its common shares of $0.25 per share.  The dividend is payable on April 15, 2008 to holders of record of Aircastle Limited’s common shares on March 31, 2008.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)      Exhibits

10.1   Fourth Amendment, dated as of March 19, 2008, to the Credit Agreement (2006-B), dated as of December 15, 2006, by and among Aircastle Limited, Aircastle Holding Corporation Limited, and Aircastle Ireland Holding Limited, as Borrowers, JPMorgan Chase Bank, N.A., as Agent, and certain lenders from time to time parties thereto.

10.2   Third Amendment, dated as of March 19, 2008 to the Amended and Restated Credit Agreement (2006-A), dated as of December 15, 2006, by and among Aircastle Investment Holdings 2 Limited, Aircastle Ireland No. 1 Limited, Aircastle Ireland No. 3 Limited, and other borrowers, as Borrowers, JPMorgan Chase Bank, N.A., as Agent, and certain lenders from time to time parties thereto.

99.1 Press Release dated March 24, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AIRCASTLE LIMITED

(Registrant)

/s/ David Walton

David Walton

Chief Operating Officer, General Counsel and Secretary

Date: March 24, 2008

EXHIBIT INDEX

Exhibit Number Exhibit

10.1	Fourth Amendment, dated as of March 19, 2008, to the Credit Agreement (2006-B), dated as of December 15, 2006, by and among Aircastle Limited, Aircastle Holding Corporation Limited, and Aircastle Ireland Holding Limited, as Borrowers, JPMorgan Chase Bank, N.A., as Agent, and certain lenders from time to time parties thereto.
10.2	Third Amendment, dated as of March 19, 2008 to the Amended and Restated Credit Agreement (2006-A), dated as of December 15, 2006, by and among Aircastle Investment Holdings 2 Limited, Aircastle Ireland No. 1 Limited, Aircastle Ireland No. 3 Limited, and other borrowers, as Borrowers, JPMorgan Chase Bank, N.A., as Agent, and certain lenders from time to time parties thereto.
99.1	Press Release dated March 24, 2008.

EX-10.1

Exhibit 10.1

EXECUTION VERSION

FOURTH AMENDMENT, dated as of March 19, 2008 (this “Amendment”) to the Credit Agreement (2006-B), dated as of December 15, 2006 (as heretofore amended, 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 1.1 of the Agreement.

         (a)     Section 1.1 of the Agreement is hereby amended by amending and restating the following defined terms:

             (i)      “Applicable Margin” means:

               (a)     with respect to the Eurodollar Rate, 2.00%; and

               (b)     with respect to the Base Rate, 1.00%;

             (ii)     “Stated Termination Date” means December 11, 2008; and

             (iii)    “Total Revolving Credit Commitment” means a principal amount equal to (a) on any date occurring before June 30, 2008, $150,000,000, (b) on any date occurring on or after June 30, 2008 to and including August 30, 2008, $100,000,000, (c) on any date occurring on or after August 31, 2008, to and including September 29, 2008, $80,000,000, (d) on any date occurring on or after September 30, 2008, to and including October 30, 2008, $60,000,000 and (e) on any date occurring on or after October 31, 2008, $40,000,000, in each case as may be reduced from time to time in accordance with Section 2.7.

         (b)     The following term is added to Section 1.1 of the Agreement:

             (i)      “Fourth Amendment” means the Fourth Amendment dated as of March 19, 2008 to the Agreement, among Parent, the Borrowers, the Lenders and the Administrative Agent.

        (c)      Exhibit A to the Agreement is amended and restated in its entirety as set forth in Exhibit A hereto.

2.       Outstanding Loans.  Upon the effectiveness of this Amendment, (a) the Borrowers shall be deemed to have repaid, immediately prior to the effectiveness of this Amendment, to the Lenders an amount equal to $45,000,000, which amount represents the total amount of outstanding Loans existing as of such time, (b)  JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as Lenders, shall be deemed to have made, as of the effectiveness of this Amendment, Loans to the Borrowers in the amount of $45,000,000, each in the amount of its pro rata share, determined according to such Lender’s Applicable Commitment Percentage of such Loans and (c)  each of JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as Lenders, shall pay to Bear Stearns Corporate Lending Inc. its Applicable Commitment Percentage of the $15,000,000 in principal amount owing to Bear Stearns Corporate Lending Inc. as of the date hereof under the Agreement.

3.       Bear Stearns.  Bear Stearns Corporate Lending Inc. shall be a party to the Agreement solely to confirm that, as of the effectiveness of this Amendment: (a) it has no further obligation to make Loans under the Agreement, (b) it has no further right to receive repayment of principal of any Loans made under the Agreement (other than the amount to be paid to it by JPMorgan Chase Bank, N.A. and Citicorp North America, Inc. pursuant to Section 2 (c) above) , (c) the Applicable Commitment Percentage applicable to it is zero and (d) it is no longer a Lender under the Agreement.

4.       Fees.  Upon the effectiveness of this Amendment, the Borrowers shall pay to each Lender a one time fee equal to 0.25% of such Lender’s Revolving Credit Commitment as of such date.

5.       Effectiveness.  This Amendment shall become effective upon the execution of this Amendment by the duly authorized representatives of the Parent, the Borrower and the Lenders.

6.       Fees and Expenses.  The Borrower shall pay all accrued and unpaid fees, costs and expenses in connection with this Amendment and the transactions contemplated thereby to the extent then due and payable, together with the reasonable legal fees and expenses of the Administrative Agent.

                         7.       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.

                         8.       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

9.       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.

                         10.     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.

                         11.     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.

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/ Ron Wainshal
	Name:  Ron Wainshal
	Title:  Chief Executive Officer

AIRCASTLE HOLDING CORPORATION LIMITED, as Borrower
By:	/s/ Ron Wainshal
	Name:  Ron Wainshal
	Title:  Chairman and Chief Executive Officer

AIRCASTLE IRELAND HOLDING LIMITED, as Borrower
By:	/s/ Ron Wainshal
	Name:  Ron Wainshal
	Title:  Director

JPMORGAN CHASE BANK, N.A., as Agent and as a Lender
By:	/s/ Matthew H. Massie
	Name:  Matthew H. Massie
	Title:  Managing Director

BEAR STEARNS CORPORATE LENDING INC., as a Lender
By:	/s/ Linda A. Carper
	Name:  Linda A. Carper
	Title:  Vice President

CITICORP NORTH AMERICA, INC., as a Lender
By:	/s/ Thomas Hollahan
	Name:  Thomas Hollahan
	Title:  VP

EXHIBIT A

Applicable Commitment Percentages

	Revolving Credit	Applicable Commitment
Lenders	Commitment	Percentage

on any date occurring before June 30, 2008:

JPMorgan Chase Bank, N.A.	$75,000,000	50.00%
Citicorp North America, Inc.	$75,000,000	50.00%

on any date occurring on or after June 30, 2008 to and including August 30, 2008:

JPMorgan Chase Bank, N.A.	$50,000,000	50.00%
Citicorp North America, Inc.	$50,000,000	50.00%

on any date occurring on or after August 31, 2008, to and including September 29, 2008:

JPMorgan Chase Bank, N.A.	$40,000,000	50.00%
Citicorp North America, Inc.	$40,000,000	50.00%

on any date occurring on or after September 30, 2008, to and including October 30, 2008:

JPMorgan Chase Bank, N.A.	$30,000,000	50.00%
Citicorp North America, Inc.	$30,000,000	50.00%

on any date occurring on or after October 31, 2008:

JPMorgan Chase Bank, N.A.	$20,000,000	50.00%
Citicorp North America, Inc.	$20,000,000	50.00%

EX-10.2

Exhibit 10.2

EXECUTION VERSION

THIRD AMENDMENT, dated as of March 19, 2008 (this “Amendment”) to the Amended and Restated Credit Agreement (2006-A), dated as of December 15, 2006 (as heretofore amended, the “Agreement”), by and among AIRCASTLE INVESTMENT HOLDINGS 2 LIMITED (“Bermuda Holding 2 Limited”), an exempted company organized and existing under the laws of Bermuda, AIRCASTLE IRELAND NO. 1 LIMITED (“AI 1 Ltd.”), a limited liability company incorporated in Ireland, AIRCASTLE IRELAND NO. 3 LIMITED (“AI 3 Ltd.”), a limited liability company incorporated in Ireland, 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”), 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, Bermuda Holding 2 Limited, AI 1 Ltd., AI 2 Ltd., 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 1.1 of the Agreement. Subsection 1.1 of the Agreement is hereby amended by amending and restating the definition of “Total Revolving Credit Commitment” as set forth below and inserting, in proper alphabetical order, the below definition of “Third Amendment”:

(a)“Third Amendment” means the Third Amendment dated as of March 19, 2008 to the Agreement, among Bermuda Holding 2 Limited, AI 1 Ltd., AI 2 Ltd., the Borrowers, the Lenders and the Administrative Agent.

(b)“Total Revolving Credit Commitment” means (a) initially, a principal amount equal to $1,000,000 and (b) on any date after March 19, 2008 on which the aggregate outstanding principal amount of the Loans is less than $500,000,000, a principal amount equal to $500,000,000, in each case as may be reduced from time to time in accordance with Section 2.7.

2.Effectiveness.  This Amendment shall become effective upon the execution of this Amendment by the duly authorized representatives of Bermuda Holding 2 Limited, AI 1 Ltd., AI 2 Ltd., the Borrowers and the Lenders.

3.Fees and Expenses.  The Borrower shall pay all accrued and unpaid fees, costs and expenses in connection with this Amendment and the transactions contemplated thereby to the extent then due and payable, together with the reasonable legal fees and expenses of the Administrative Agent.

            4.  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.

            5.  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.

            6.  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.

            7.  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.

            8.  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.

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 2 LIMITED
By:	/s/ Ron Wainshal
	Name: Ron Wainshal
	Title:  Chairman and Chief Executive Officer

AIRCASTLE IRELAND NO. 1 LIMITED
By:	/s/ Ron Wainshal
	Name:  Ron Wainshal
	Title:  Director

AIRCASTLE IRELAND NO. 3 LIMITED
By:	/s/ Ron Wainshal
	Name:  Ron Wainshal
	Title:  Director

CONSTITUTION AIRCRAFT LEASING (IRELAND) 4 LIMITED
By:	/s/ Ron Wainshal
	Name:  Ron Wainshal
	Title:  Director

JIMIN AIRCRAFT LEASING LIMITED
By:	/s/ Ron Wainshal
	Name:  Ron Wainshal
	Title:  Director

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Owner Trustee under the various Trust Agreements
By:	/s/ Val T. Orton
	Name:  Val T. Orton
	Title:  Vice President

AIRCRAFT MSN 138 LLC
AIRCRAFT MSN 139 LLC
AIRCRAFT MSN 25076 LLC AIRCRAFT MSN 25117 LLC AIRCRAFT MSN 29916 LLC AIRCRAFT MSN 29917 LLC AIRCRAFT MSN 29918 LLC AIRCRAFT MSN 29919 LLC AIRCRAFT MSN 29920 LLC AIRCRAFT MSN 27137 LLC AIRCRAFT MSN 368 LLC AIRCRAFT MSN 1047 LLC AIRCRAFT MSN 1059 LLC AIRCRAFT MSN 1067 LLC AIRCRAFT MSN 1099 LLC AIRCRAFT MSN 1101 LLC
By:	/s/ Ron Wainshal
	Name:  Ron Wainshal
	Title:  Manager

AIRCRAFT MSN 1119 LLC AIRCRAFT MSN 24952 LLC AIRCRAFT MSN 25000 LLC AIRCRAFT MSN 148 LLC AIRCRAFT MSN 637 LLC AIRCRAFT MSN 27152 LLC AIRCRAFT MSN 27183 LLC AIRCRAFT MSN 27342 LLC AIRCRAFT MSN 27681 LLC AIRCRAFT MSN 324 LLC AIRCRAFT MSN 28231 LLC AIRCRAFT MSN 29345 LLC GAP INVESTMENT ONE, LLC GAP INVESTMENT TWO, LLC GAP INVESTMENT TWENTY-NINE, LLC GAP INVESTMENT ONE, LLC
By:	/s/ Ron Wainshal
	Name:  Ron Wainshal
	Title:  Manager

ENDEAVOR AIRCRAFT LEASING (SWEDEN) 3 AB
By:	/s/ Peter Plunkett
	Name:  Peter Plunkett
	Title:  Director

JPMORGAN CHASE BANK, N.A., as Agent and as a Lender
By:	/s/ Matthew H. Massie
	Name:  Matthew H. Massie
	Title:  Managing Director

BEAR STEARNS CORPORATE LENDING INC., as a Lender
By:	/s/ Linda A. Carper
	Name:  Linda A. Carper
	Title:  Vice President

CITICORP NORTH AMERICA, INC., as a Lender
By:	/s/ Thomas Hollahan
	Name:  Thomas Hollahan
	Title:  VP

EX-99.1

Exhibit 99.1

	FOR IMMEDIATE RELEASE
Julia Hallisey
Investor Relations
Tel: +1-203-504-1063

Aircastle Announces Quarterly Dividend of $0.25 per Common Share

Stamford, CT.  March 24, 2008 - Aircastle Limited (NYSE: AYR) announced today that its Board of Directors declared a first quarter cash dividend on its common shares of $0.25 per share, payable on April 15, 2008 to shareholders of record on March 31, 2008.

CEO Ron Wainshal commented, “We are committed to maximizing shareholder value.  The recent volatility in the capital markets creates attractive opportunities for the Company to deploy capital.  We generate significant free cash flow and as a result of decreasing our dividend, we will retain additional capital that can be used to increase our liquidity position and make opportunistic investments.  More specifically, the $0.25 per share dividend reflects roughly one third of the estimated cash flow available for distribution.”

The Company also announced that it amended the terms of its revolving credit facility to extend the maturity date to December 11, 2008.   The total available commitments from JP Morgan Chase Bank, N.A. and Citigroup North America, Inc. are reduced under the amendment to $150 million.  The available commitments step down from $100 million on June 30, 2008 for the remainder of the term of the facility.  In addition, the Company’s secured credit facility with JP Morgan Chase Bank, N.A., Citigroup North America, Inc. and Bear Stearns Corporate Lending Inc. was amended to reduce the available commitments from $1 billion to $500 million, once the amount outstanding under this facility is paid down below $500 million.  These amendments are intended to provide continued sources of liquidity to the Company and are scaled to reflect the Company’s anticipated level of acquisition activity over the next several months.  Borrowings under the Company’s revolving credit facility stand at $45 million as of March 20, 2008.

Aircastle announces dividends on a quarterly basis, separately from quarterly earnings announcements.

About Aircastle Limited

Aircastle Limited is a global company that acquires and leases high- utility commercial jet aircraft to airlines throughout the world. As of February 29, 2008 Aircastle had acquired and committed to acquire aviation assets having an aggregate purchase price equal to $4.1 billion and $1.5 billion, respectively, for a total of approximately $5.6 billion.

For more information regarding Aircastle and to be added to our email distribution list, please visit http://www.aircastle.com.

Safe Harbor

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to our ability to acquire, sell and lease aircraft, issue aircraft lease-backed securities or raise other long-term debt, pay and grow dividends, extend, modify or replace existing financing and increase revenues, earnings and EBITDA. Words such as ‘‘anticipate(s)’’, ‘‘expect(s)’’, ‘‘intend(s)’’, ‘‘plan(s)’’, “target(s)”, “project(s)”, “predict(s)”, ‘‘believe(s)’’, “may”, ‘‘will’’, ‘‘would’’, “could”, ‘‘should’’, ‘‘seek(s)’’, ‘‘estimate(s)’’ and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements; Aircastle Limited can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. Factors that could have a material adverse effect on our operations and future prospects or that could cause actual results to differ materially from Aircastle Limited's expectations include, but are not limited to, our continued ability to obtain additional capital to finance our working capital needs and our growth and to refinance our short-term debt financings with longer-term debt financings; our ability to acquire aircraft at attractive prices; our continued ability to obtain favorable tax treatment in Bermuda, Ireland and other jurisdictions; our ability to pay or maintain dividends; our ability to lease aircraft at favorable rates; an adverse change in the value of our aircraft; the possibility that conditions to closing of certain transactions will not be satisfied; general economic conditions and economic conditions in the markets in which we operate; competitive pressures within the industry and/or markets in which we operate; high fuel prices and other factors affecting the creditworthiness of our airline customers; interest rate fluctuations; margin calls on our interest rate hedges; our ability to obtain certain required licenses and approvals; the impact of future terrorist attacks or wars on the airline industry; our concentration of customers, including geographical concentration; and other risks detailed from time to time in Aircastle Limited’s filings with the Securities and Exchange Commission (“SEC”), including as disclosed in our 2007 Annual Report on Form 10-K filed on February 28, 2008, and in our other filings with the SEC, press releases and other communications.  In addition, new risks and uncertainties emerge from time to time, and it is not possible for Aircastle to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements.  Such forward-looking statements speak only as of the date of this press release. Aircastle Limited expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.