Exhibit 10.2

        

       

        

       
      EXECUTION COPY

       

      

      THIS AMENDMENT NO. 2 [FLY 2016A WAREHOUSE], dated as of
        September 6, 2018 (this “Agreement”), is made among FLY ACQUISITION III LIMITED,
        a company incorporated under the laws of Bermuda, as borrower (the “Borrower”), each of the undersigned lenders identified under the caption “LENDERS” on the signature
        pages hereto (each, a “Lender”), COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH,
        as administrative agent (the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL
          ASSOCIATION, as security trustee (the “Security Trustee”).

       

      

      W I T N E S S E T H:

       

        

      WHEREAS, the Borrower, the Lenders, the
          Administrative Agent and the Security Trustee previously entered into the Facility Agreement [Fly 2016A Warehouse], dated as of February 26, 2016 (as amended, modified and supplemented from time to time, the “Facility Agreement”);

       

        

      WHEREAS, the Borrower wishes to enter into
          Derivatives Agreements for the purpose of limiting its exposure to adverse movements in interest rates in relation to fixed rate lease cash flows from and after the Maturity Date; and

       

        

      WHEREAS, the Borrower and the Lenders now wish
          to amend the Facility Agreement to reflect the foregoing.

       

        

      NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which is hereby
          acknowledged, each of the parties hereto agrees as follows:

       

        

      Section 1.          Definitions; Effectiveness.  Unless the context otherwise requires, capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Facility Agreement
          for all purposes of this Agreement.  This Agreement shall be effective upon the execution and delivery hereof by the Borrower, the Administrative Agent, the Security Trustee and the Required Lenders.

       

        

      Section 2.          Amendment.  Effective as of the date hereof and notwithstanding anything to the contrary set forth in the Finance Documents, Section 5.21(c) of the Facility Agreement is hereby amended by
          deleting such section in its entirety and inserting the following in lieu thereof:

       

        

      “(c)        ensure that no Derivatives Agreement entered into
          pursuant to this Section 5.21 shall have a termination or expiry date which extends beyond the scheduled termination or expiry date of the relevant Lease; provided that, for the avoidance of doubt and for the purpose of limiting the Borrower’s exposure to
            adverse movements in interest rates in relation to fixed rate lease cash flows from and after the Maturity Date, a Derivatives Agreement entered into pursuant to this Section 5.21 may have a termination or expiry date which extends beyond the
            Maturity Date; and”.

      

        Section 3.          Ratification.  Except as otherwise set forth herein, each of the parties hereto acknowledges and agrees that the Facility Agreement and the other Basic Documents shall continue and shall
            remain in full force and effect in all respects.

      

    

     

      
      
        
          


      

      Section 4.          Governing Law.  This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Agreement or
          any other Financing Document (except, as to any other Financing Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New
          York.

       

        

      Section 5.          Miscellaneous.

       

        

       
      (a)          The section headings in this Agreement are for
          convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

       

        

      (b)          By their signature below, the Required Lenders hereby
          instruct the Administrative Agent and the Security Trustee to execute and deliver this Agreement.

       

        

      (c)          This Agreement may be executed in any number of
          counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.

       

        

      *          *          *

       

        

      
        2

        
          


      

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 [Fly 2016A Warehouse] to be duly executed and delivered as of the
          day and year first above written.

       

        

      	 	
              FLY ACQUISITION III LIMITED, as Borrower

            


      

      

      	 	
              By

            	 	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      	 	
              WELLS FARGO BANK, NATIONAL ASSOCIATION, as Security Trustee

            


      

      

      	 	
              By

            	 	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      	 	
              COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH, as
                  Administrative Agent

            


      

      

      	 	
              By

            	 	 


      	 	
              Name:

            
	 	
              Title:

            


       

      

    

    
      
        


    

    
      	 	
              LENDERS

            


      	 	 
	 	
              COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH, as a
                  Lender

            


      

      

      	 	
              By

            	 	 


      	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              MUFG BANK, LTD., as a Lender

            


      

      

      	 	
              By

            	 	 


      	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              NEW YORK LIFE INSURANCE COMPANY, as a Lender

            


      

      

      	 	
              By

            	 	 


      	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION, as a
                  Lender

            


      

      

      	 	
              By

            	 	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      	 	
              NATIONAL AUSTRALIA BANK LIMITED, as a Lender

            


      

      

      	 	
              By

            	 	 


      	 	
              Name:

            
	 	
              Title:

            


      

      

      	 	
              By

            	 	 


      	 	
              Name:

            
	 	
              Title:

            


       

      

      
        
          


      

      
        	 	
                ABN AMRO CAPITAL USA LLC, as a Lender

              


        

        

        	 	
                By

              	 	 


        	 	
                Name:

              
	 	
                Title:

              


        

        

        	 	
                By

              	 	 


        	 	
                Name:

              
	 	
                Title: