AYR » Topics » GENERAL

This excerpt taken from the AYR DEF 14A filed Apr 3, 2009.
GENERAL
 
The Company will pay the costs of preparing, assembling and mailing this proxy statement and the costs relating to the Annual Meeting. In addition to the solicitation of proxies by mail, the Company intends to ask brokers and bank nominees to solicit proxies from their principals and will pay the brokers and bank nominees their expenses for such solicitation.
 
If you received a paper copy of this proxy statement, please complete, sign, and date the enclosed proxy card and mail it promptly in the enclosed postage-paid envelope. The enclosed proxy card can be revoked at any time before the proxy is exercised by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.
 
By Order of the Board of Directors,
 
-s- David R. Walton
David R. Walton
Chief Operating Officer,
General Counsel and Secretary


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Table of Contents

AIRCASTLE LIMITED
PROXY FOR ANNUAL GENERAL MEETING
May 13, 2009
THIS PROXY IS SOLICITED ON BEHALF OF
AIRCASTLE LIMITED’S BOARD OF DIRECTORS
     The undersigned hereby appoints Joseph P. Adams, Jr., Ron Wainshal and David R. Walton, and each of them, proxies for the undersigned, with full power of substitution, to vote all Common Shares of Aircastle Limited of which the undersigned may be entitled to vote at the Annual General Meeting of Aircastle Limited in Stamford, CT, on Wednesday, May 13, 2009 at 10:00AM, or at any adjournment thereof, upon the matters set forth on the reverse side and described in the accompanying proxy statement and upon such other business as may properly come before the meeting or any adjournment thereof.
YOUR VOTE IS IMPORTANT! PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on other side)
     
 
  AIRCASTLE LIMITED
 
  c/o Aircastle Advisor LLC
 
  300 First Stamford Place, 5th Floor
 
  Stamford, CT 06902

 


Table of Contents

[THE COMPANY LOGO]
Aircastle Limited
May 13, 2009
Your proxy card is attached below.
Please read the enclosed proxy statement, then vote and return the card at your earliest convenience.
* FOLD AND DETACH HERE *
 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1, 2 and 3.
Where no voting instructions are given, the shares represented by this Proxy will be VOTED FOR Items 1, 2 and 3.
Vote on Directors
1. Election of Directors: Nominees Wesley R. Edens and Peter V. Ueberroth
             
 
  FOR all nominees [ ]   WITHHOLD AUTHORITY [ ]   FOR all nominees,
 
      to vote for all nominees   EXCEPT [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the “FOR all nominees, EXCEPT” box and write that nominee’s name in the space provided below.)
*Exceptions                                                                                                                                                                                             
Vote on Proposal
2.   The reduction of our share premium account by transferring US$1 billion to our contributed surplus account;
FOR [  ]                AGAINST [  ]                 ABSTAIN [  ]
3.   Appoint Ernst & Young, LLP as independent registered public accounting firm for Aircastle Limited for the fiscal year 2009 and to authorize the directors of Aircastle Limited, acting by the Audit Committee, to determine the independent registered public accounting firm’s fees.
FOR [  ]                AGAINST [  ]                 ABSTAIN [  ]
If other matters are properly presented, the persons named as proxies will vote in accordance with their judgment with respect to those matters.
         
 
  Change of Address and/   I PLAN TO ATTEND ANNUAL MEETING. If you
 
  or Comments Mark Here [  ]   check this box to the right an admission
 
      ticket will be sent to you. [  ]
Receipt is hereby acknowledged of Aircastle Limited Notice of Meeting and Proxy Statement.
IMPORTANT: Please sign exactly as your name or names appear on this Proxy. Where shares are held jointly, both holders should sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. If the holder is a corporation, execute in full corporate name by authorized officer.
Dated:                                                             , 2009
                                                                                                         
Signature
                                                                                                         
Signature
             
  (Please sign, date and return this   Votes MUST be indicated    
 
  proxy card in the enclosed envelope.)   in black or blue ink. [x ]    

 

This excerpt taken from the AYR 8-K filed May 5, 2008.
General.    On May 2, 2008, ACS 2008-1 Limited and ACS Aircraft Finance Ireland 3 Limited (collectively, the “Borrowers”), each a subsidiary of Aircastle Limited (“Aircastle”), entered into a credit agreement (the “ACS 2008-1 Credit Agreement) with Calyon New York Branch as Sole Bookrunner, and with Calyon New York Branch, HSH Nordbank AG, New York Branch, KfW Ipex-Bank GmbH and DVB Bank AG acting as Joint Lead Arrangers (the “JLAs”).  The Borrowers will acquire 28 aircraft (the “Aircraft” or “Portfolio No. 3”) from other subsidiaries of Aircastle (the “Sellers”) using, in part, the proceeds of the $786.1 million in loans (the “Loans”) to the Borrowers under the ACS 2008-1 Credit Agreement.   The Sellers will use the proceeds of the sale of the Aircraft to the Borrowers to repay funds outstanding under existing Aircastle credit facilities.

This excerpt taken from the AYR 8-K filed May 5, 2008.
General.    On May 2, 2008, ACS 2008-1 Limited and ACS Aircraft Finance Ireland 3 Limited (collectively, the “Borrowers”), each a subsidiary of Aircastle Limited (“Aircastle”), entered into a credit agreement (the “ACS 2008-1 Credit Agreement) with Calyon New York Branch as Sole Bookrunner, and with Calyon New York Branch, HSH Nordbank AG, New York Branch, KfW Ipex-Bank GmbH and DVB Bank AG acting as Joint Lead Arrangers (the “JLAs”).  The Borrowers will acquire 28 aircraft (the “Aircraft” or “Portfolio No. 3”) from other subsidiaries of Aircastle (the “Sellers”) using, in part, the proceeds of the $786.1 million in loans (the “Loans”) to the Borrowers under the ACS 2008-1 Credit Agreement.   The Sellers will use the proceeds of the sale of the Aircraft to the Borrowers to repay funds outstanding under existing Aircastle credit facilities.

This excerpt taken from the AYR 8-K filed Dec 18, 2006.
General.    On December 15, 2006, Aircastle and certain of its direct and indirect subsidiaries entered into a senior secured revolving credit agreement (the “Revolving Credit Facility”) with JPMorgan Chase Bank, N.A., Bear Stearns Corporate Lending Inc., and Citicorp North America Inc. The Revolving Credit Facility provides loans to certain direct and indirect subsidiaries of Aircastle for working capital and other general corporate purposes and also provides for the issuance of letters of credit for the account of any borrower. The aggregate amount of borrowings together with the aggregate stated amount of all letters of credit under the Revolving Credit Facility may not exceed $250.0 million. Subject to compliance with customary conditions precedent and to the extent of availability, revolving loans and letters of credit are available at any time prior to the final maturity of the Revolving Credit Facility. Subject to certain

 

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exceptions, amounts repaid under the Revolving Credit Facility may be re-borrowed prior to final maturity, provided that the availability requirements are met and subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties.

 

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