Borrowings from Secured and Unsecured Debt Financings

The outstanding amounts of our secured and unsecured term debt financings were as follows:



	At December 31, 2013		At December 31, 2014
Debt Obligation	Outstanding Borrowings		Outstanding Borrowings		Number of Aircraft	Interest Rate⁽¹⁾	Final Stated Maturity⁽²⁾
Secured Debt Financings:
Securitization No. 1 ⁽³⁾	$	225,034	$	—	—	—%	—
Securitization No. 2	603,837		391,680		32	0.47%	06/14/37
ECA Term Financings	493,708		449,886		8	3.02% to 3.96%	12/03/21 to 11/30/24
Bank Financings	264,256		554,888		13	1.16% to 5.09%	09/15/15 to 04/19/25
Total secured debt financings	1,586,835		1,396,454		53
Unsecured Debt Financings:
Senior Notes due 2017	500,000		500,000			6.75%	04/15/17
Senior Notes due 2018 ⁽⁴⁾	450,527		—			—%	—
Senior Notes due 2018	400,000		400,000			4.625%	12/05/18
Senior Notes due 2019	500,000		500,000			6.25%	12/01/19
Senior Notes due 2020	300,000		300,000			7.625%	04/15/20
Senior Notes due 2021	—		500,000			5.125%	03/15/21
Revolving Credit Facility ⁽⁵⁾	—		200,000			2.414%	03/31/18
Total unsecured debt financings	2,150,527		2,400,000
Total secured and unsecured debt financings	$	3,737,362	$	3,796,454

_______________


(1)	Reflects the floating rate in effect at the applicable reset date plus the margin for Securitization No. 2, three of our Bank Financings and our Revolving Credit Facility. All other financings have a fixed rate.


(2)	For Securitization No. 2, all cash flows available after expenses and interest are applied to debt amortization.


(3)	In February 2014, we repaid the outstanding amount plus accrued interest and fees due under Securitization No. 1 and terminated the related interest rate derivative, for a total cash payment of $255,186, with proceeds from our December 2013 issuance of our Senior Note due 2018.


(4)	Proceeds from the issuance of our Senior Notes due 2021 were used to pay-off the balance of our 9.75% Senior Notes due 2018 plus accrued interest of $10,238 and the call premium of $32,835 on April 25, 2015.

The following securitizations structures include liquidity facility commitments described in the table below:

Facility

Liquidity

Facility Provider

Available Liquidity

Unused

Fee

Interest Rate

on any Advances

December 31,

2013

December 31,

2014

Securitization No. 2

HSH Nordbank AG

65,000

0.50%

1 M Libor + 0.75

The purpose of these facilities is to provide liquidity for the relevant securitization or term financing in the event that cash flow from lease contracts and other revenue sources is not sufficient to pay operating expenses with respect to the relevant aircraft portfolio, interest payments and interest rate hedging payments for the relevant securitization.

Secured Debt Financings:

Securitizations

In February 2014, we repaid the outstanding amount plus accrued interest and fees due under Securitization No. 1 and terminated the related interest rate derivative, for a total cash payment of $255,186 with proceeds from our December 2013 issuance of our Senior Notes due 2018.

ECA Term Financings

We refer to these COFACE-supported financings as “ECA Term Financings”. The borrowings under these financings at December 31, 2014 have a weighted average rate of interest equal to 3.568%.

The obligations outstanding under the ECA Term Financings are secured by, among other things, a mortgage over the aircraft and a pledge of our ownership interest in our subsidiary company that leases the aircraft to the operator. The ECA Term Financings documents contain a $500,000 minimum net worth covenant for Aircastle Limited, as well as a material adverse change default and cross default to any other recourse obligation of Aircastle Limited, and other terms and conditions customary for ECA-supported financings being completed at this time. In addition, Aircastle Limited has guaranteed the repayment of the ECA Term Financings.

Bank Financings

In February 2014, we entered into two floating rate loans and one fixed rate loan totaling $303,200 secured by two Boeing 777-300ER aircraft and one Airbus A330-200 aircraft we acquired in 2013.

In March 2014, we assumed two floating rate loans totaling $40,809 in connection with the acquisition of two Boeing 737-800 aircraft. During the third quarter of 2014, we converted one of the floating rate loans relating to the Boeing 737-800 aircraft to a fixed rate of 2.27% for the remaining debt term.

We refer to these loan facilities as “Bank Financings”. Our Bank Financings contain, among other customary provisions, a $500,000 minimum net worth covenant and, in some cases, a cross-default to other financings with the same lender. In addition, Aircastle Limited has guaranteed the repayment of the Bank Financings. The borrowings under these financings at December 31, 2014 have a weighted average fixed rate of interest equal to 3.437%.

Unsecured Debt Financings:

Senior Notes due 2021

On March 26, 2014, Aircastle Limited issued $500,000 aggregate principal amount of Senior Notes due 2021 (the "2021 Senior Notes"). The 2021 Senior Notes will mature on March 15, 2021 and bear interest at the rate of 5.125% per annum, payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2014. Interest will accrue on the 2021 Senior Notes from March 26, 2014.

The company may redeem the Senior Notes due 2021 at any time at a redemption price equal to (a) 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes from the redemption date through the maturity date of the notes (computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points), plus accrued and unpaid interest to, but not including, the redemption date. In addition, on or before March 17, 2017, we may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture at a redemption price equal to 105.125% plus accrued and unpaid interest thereon, with the net proceeds of certain equity offerings. If the Company undergoes a change of control, it must offer to repurchase the Senior Notes due 2021 at 101% of the principal amount, plus accrued and unpaid interest. The Senior Notes due 2021 are not guaranteed by any of the Company's subsidiaries or any third party.

Proceeds from the issuance were used to pay-off the outstanding amount of our 9.75% Senior Notes due 2018 plus accrued interest of $10,238, and the call premium of $32,835 on April 25, 2014. We also wrote off $3,735 of debt issuance costs associated with the pay-off of the Senior Notes due 2018. Both the call premium and the write-off of debt issuance costs were included in Other income (expense) - Loss on extinguishment of debt on our consolidated statement of income.

Senior Notes due 2022

On January 15, 2015, Aircastle Limited issued $500,000 aggregate principal amount of Senior Notes due 2022 (the "2022 Senior Notes"). The 2022 Senior Notes will mature on February 15, 2022 and bear interest at the rate of 5.50% per annum, payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2015. Interest will accrue on the 2022 Senior Notes from January 15, 2015.

The company may redeem the Senior Notes due 2022 at any time at a redemption price equal to (a) 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes from the redemption date through the maturity date of the notes (computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points), plus accrued and unpaid interest to, but not including, the redemption date. In addition, on or before February 15, 2018, we may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture at a redemption price equal to 105.50% plus accrued and unpaid interest thereon, with the net proceeds of certain equity offerings. If the Company undergoes a change of control, it must offer to repurchase the Senior Notes due 2021 at 101% of the principal amount, plus accrued and unpaid interest. The Senior Notes due 2021 are not guaranteed by any of the Company's subsidiaries or any third party.

Proceeds from the issuance were used to pay-off our Revolving Credit Facility and for general corporate purposes.

Revolving Credit Facility

On March 31, 2014, we amended and restructured our existing $335,000 Revolving Credit Facility. The Revolving Credit Facility was increased to $450,000, has a term of four years and is scheduled to expire in March 2018. At December 31, 2014, we had drawn down $200,000 on the facility.

On January 26, 2015, we increased the size of our Revolving Credit Facility from $450,000 to $600,000.

Maturities of the secured and unsecured debt financings over the next five years and thereafter are as follows:



2015	$	278,060
2016	222,410
2017	742,194
2018	714,056
2019	598,314
Thereafter	1,247,357
Total	$	3,802,391	⁽¹⁾

______________

(1) Included in the above table are forecasted principal payments for Securitization No. 2. These forecasted payments are based on excess cash flows available from forecasted lease rentals, net maintenance funding (which is forecasted to be neutral after the first 12 months) and proceeds from asset dispositions after the payment of forecasted operating expenses and interest payments.

As of December 31, 2014, we are in compliance with all applicable covenants in our financings.