Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT TO CREDIT
AGREEMENT


 


AMENDMENT (this
“Amendment”), dated as of April 22, 2015, among Fly Funding II S.à r.l., a private limited
liability company (société à responsibilité limitée) incorporated and existing
under the laws of Luxembourg (the “Borrower”), each Borrower Party party to the Credit Agreement (as
defined below), the Consenting Lenders and the Replacement Lenders (in each case, as defined below) executing this Amendment
on the signature pages hereto, Wells Fargo Bank Northwest, National Association, as Collateral Agent, and Citibank N.A., in
its capacity as Administrative Agent under the Credit Agreement.


 


WHEREAS, the parties
hereto (other than the Replacement Lenders) are party to an Amended and Restated Term Loan Credit Agreement dated as of November
21, 2013 (as otherwise amended, supplemented or modified from time to time, the “Credit Agreement”);


 


WHEREAS, the terms used
herein, including in the preamble and recitals hereto, not otherwise defined herein or otherwise amended hereby shall have the
meanings ascribed thereto in the Credit Agreement;


 


WHEREAS, the parties
hereto desire to amend the Credit Agreement in certain respects as set forth herein;


 


WHEREAS, each Lender
party to the Credit Agreement immediately prior to the effectiveness of this Amendment which is executing a counterpart of this
Amendment (each, a “Consenting Lender”) desires to consent to the amendments set forth herein by electing, in
respect of its Loans, either (a) Option A, as defined below and/or (b) Option B, as defined below;


 


WHEREAS, each Lender
that does not desire to consent to the amendments set forth herein by electing Option A or Option B (each, a “Non-Consenting
Lender”) wishes to cease to be a party to the Credit Agreement as a “Lender” thereunder; and


 


WHEREAS, each Lender
that is either not a party to the Credit Agreement immediately prior to the effectiveness of this Amendment or that is increasing
its Loans under the Credit Agreement in connection with an assignment from a Non-Consenting Lender, and which is executing a counterpart
of this Amendment (each, a “Replacement Lender”) wishes to consent to the amendments set forth herein.


 
 


NOW, THEREFORE, the parties
hereto agree that the Credit Agreement shall be amended as set forth herein, and the parties hereto otherwise agree as follows:


 


Section 1. Definitions.
Except as otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein.


 


Section 2. Amendments.
Effective as of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:


 


2.01.       General;
Replacement Lenders. References in the Loan Documents to “this Agreement” or the “Credit Agreement”
or the like (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”)
shall be deemed to be references to the Credit Agreement as amended hereby. Each Replacement Lender shall be deemed to be a “Lender”
under and for all purposes of the Credit Agreement and each reference therein to “Lender” shall be deemed to include
such Replacement Lender. This Amendment shall additionally constitute a “Loan Document”.


 



    	 



    	 



    


 


2.02.       Definitions.


 


(a)      Section
1.01 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence:


 


“Amendment
to Credit Agreement” means that certain Amendment to Credit Agreement dated as of the Amendment Effective Date among
the Borrower, each Borrower Party, the Consenting Lenders and the Replacement Lenders (each as defined therein), the Administrative
Agent and the Collateral Agent.


 


“Amendment
Effective Date” means April 22, 2015.


 


(b)      The
definition of “Applicable Margin” in Section 1.01 of the Credit Agreement is hereby amended and restated in
its entirety as follows:


 


“Applicable
Margin” means (x) prior to the Amendment Effective Date, 3.50% per annum; provided that for any period in which
the Base Rate applies to the Loans, the Applicable Margin shall be 2.50% per annum, and (y) on and after the Amendment Effective
Date, 2.75% per annum; provided that for any period in which the Base Rate applies to the Loans, the Applicable Margin shall
be 1.75% per annum.


 


(c)    
 The definition of “LIBO Rate” in Section 1.01 of the Credit Agreement is hereby amended by deleting the
proviso thereto in its entirety and replacing it with the following:


 


“;
provided, however, that notwithstanding the foregoing, the LIBO Rate shall at no time be less than (x) prior to the
Amendment Effective Date, 1.00% per annum and (y) on and after the Amendment Effective Date, 0.75% per annum.”


 


2.03.       Premium
Amount. Section 2.06(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(d)
Premium Amount. In the event that all or any portion of the Loans are (i) repaid, prepaid (other than in connection with an
LTV Cure or as a result of an Event of Loss), refinanced or replaced or (ii) repriced or effectively refinanced through any waiver,
consent or amendment (in the case of both (i) and (ii) above, in connection with any waiver, consent or amendment to the Loans
directed at, or the result of which would be, the lowering of the effective interest cost or the weighted average yield of the
Loans or the incurrence of any debt financing having an effective interest cost or weighted average yield that is less than the
effective interest cost or weighted average yield of the Loans (or portion thereof) so repaid, prepaid, refinanced, replaced or
repriced) occurring after the Amendment Effective Date but prior to or on the first anniversary of the Amendment Effective Date,
such repayment, prepayment, refinancing, replacement or repricing will be made at 101.0% of the principal amount so repaid, prepaid,
refinanced, replaced or repriced (the “Premium Amount”).”


 


Section 3. Representations
and Warranties. The Borrower and each other Borrower Party represents and warrants to the Lenders that the representations
and warranties of the Borrower Parties contained in Article 3 of the Credit Agreement and contained in each other Loan Document
are


 



    	2



    	 



    


 


true and correct on and
as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they were true and correct as of such earlier date.


 


Section 4. Conditions
Precedent. The amendments to the Credit Agreement contemplated hereby shall become effective as of the Amendment Effective
Date, upon the satisfaction of the following conditions precedent:


 


(a)           The
Administrative Agent (or its counsel) shall have received signature pages duly executed by each of (i) the Borrower, (ii) the Borrower
Parties, (iii) the Consenting Lenders representing the Required Lenders under the Credit Agreement (as in effect immediately prior
to the effectiveness of this Amendment) and (iv) each Replacement Lender.


 


(b)           The
Administrative Agent and the Lenders shall have received originally executed copies of the favorable written opinion of Clifford
Chance US LLP, addressed to the Administrative Agent and the Lenders, as to such matters as the Administrative Agent and the Consenting
Lenders may reasonably request, dated as of the Amendment Effective Date and otherwise in form and substance reasonably satisfactory
to the Administrative Agent.


 


(c)           The
representations and warranties of the Borrower Parties contained in Article 3 of the Credit Agreement and contained in each other
Loan Document shall be true and correct on and as of the Amendment Effective Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and
an Officer’s Certificate of the Chief Financial Officer or Chief Executive Officer of Fly Leasing Limited shall so certify
on and as of the Amendment Effective Date to the Administrative Agent and the Lenders.


 


(d)           The
Administrative Agent shall have received (i) evidence satisfactory to it that the outstanding principal amount of and accrued interest
on the Loans of, and all other amounts owing under or in respect of, the Credit Agreement to any Non-Consenting Lender shall have
been (or shall simultaneously be) paid to such Non-Consenting Lender in accordance with Section 2.11(b) of the Credit Agreement
and (ii) duly executed (or shall have received such other information as it may require to process) Assignment and Assumptions
in accordance with Section 2.11(b) (as instructed by the Borrower) in respect of each Non-Consenting Lender’s Loans.


 


(e)           The
Administrative Agent shall have received evidence satisfactory to it that each Consenting Lender electing Option B shall have received
(or shall simultaneously receive), in consideration of the assignments set forth in Section 5(b), payment of an amount equal to
the outstanding principal amount of and interest on its Loans so assigned.


 


(f)           The
Borrower shall have paid all other fees, premiums and other amounts due and payable by it under the Credit Agreement, including,
to the extent invoiced, reimbursement or other payment of fees, costs and expenses owing to Milbank, Tweed, Hadley & McCloy
LLP and all other out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under any Loan Document or
as separately agreed between any Borrower Party and any arranger in respect of this Amendment.


 


For purposes of determining
compliance with the conditions specified in this Section 4, each Lender shall be deemed to have consented to, approved or accepted
or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to the Lenders unless an officer of the Administrative Agent responsible for the transactions


 



    	3



    	 



    


 


contemplated by this
Amendment shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto. The
Administrative Agent shall promptly notify the parties hereto of the occurrence of the Amendment Effective Date.


 


Section 5. Consent
Options; Assignments.


 


(a)           As
described in the Memorandum for Lenders dated April 9, 2015 posted to Lenders in connection with this Amendment (the “Memorandum”),
Consenting Lenders may elect either (a) Option A (“Cashless”) as described in the Memorandum (“Option A”)
and/or (b) Option B (“Cash Roll”) as described in the Memorandum (“Option B”). Election of either
Option A or Option B (or both) shall be made by each Consenting Lender by indicating its election as to all or a portion of its
Loans on the signature page hereto. Any Consenting Lender executing a signature page hereto but not indicating its election will
be treated as electing Option A as to all of its Loans.


 


(b)           For
the consideration specified in Section 4(e) above, each Consenting Lender electing Option B (each, an “Assignor”)
hereby irrevocably sells and assigns to Royal Bank of Canada or its designee (the “Assignee”), and the Assignee
hereby irrevocably purchases and assumes from the respective Assignors, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Amendment Effective Date (i) all of the respective Assignors’ rights and obligations
in their respective capacities as Lenders under the Credit Agreement and any other documents or instruments delivered pursuant
thereto to the extent related to the amount and percentage interest identified on Schedule A of this Amendment of all of such outstanding
rights and obligations of the respective Assignors under the respective facilities identified below and (ii) to the extent permitted
to be assigned under applicable law, all claims, suits, causes of action and any other right of the respective Assignors (in their
respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i)
above.


 


Section 6. Non-Consenting
Lenders.


 


The parties hereto acknowledge
that pursuant to Section 2.11(b) of the Credit Agreement, the Borrower may, by written notice to the Administrative Agent and any
Non-Consenting Lender, cause such Non-Consenting Lender to assign its outstanding Loans and Commitments in full to one or more
Replacement Lenders in accordance with the provisions of Section 9.06 of the Credit Agreement, and each Non-Consenting Lender has
authorized the Administrative Agent to execute and deliver such documentation on behalf of such Non-Consenting Lender as may be
required to give effect to such assignment in the event that such Non-Consenting Lender has not complied with such requirement
to assign its outstanding Loans and Commitments within one (1) Business Day of receipt of such notice. Subject to the satisfaction
of the conditions precedent specified in Section 4 above, but effective as of the Amendment Effective Date, each Non-Consenting
Lender shall cease to be, and shall cease to have any of the rights and obligations of, a “Lender” under the Credit
Agreement (except for those provisions that provide for their survival (including without limitation those provisions referred
to in Section 9.08 of the Credit Agreement), which provisions shall survive and remain in full force and effect for the benefit
of the Non-Consenting Lenders).


 


Section 7. Acknowledgement
and Ratification. Each of the Borrower Parties hereby acknowledges that it has reviewed the terms and provisions of this Amendment
and consents to the modifications effected pursuant to this Amendment. The Borrower and each Borrower Party hereby


 



    	4



    	 



    

 


confirms that each Loan
Document, as amended hereby, to which it is a party or otherwise bound and all collateral encumbered thereby will continue to guarantee
or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, as amended hereby, the payment
and performance of all Obligations, and confirms its grants to the Collateral Agent of a continuing lien on and security interest
in and to all collateral as collateral security for the prompt payment and performance in full when due of the Obligations. The
Borrower and each Borrower Party hereby agrees and admits that as of the date hereof it has no defenses to or offsets against any
of its obligations to the Administrative Agent or any Lender under the Loan Documents. Each Borrower Party (other than the Borrower),
in its capacity as a Guarantor Party, hereby ratifies and confirms its guaranty of the Guaranteed Obligations as set forth in Article
7 of the Credit Agreement, as amended hereby.


 


Section 8.    
Reference to and Effect on the Credit Agreement and the Other Loan Documents


 


(i)   
 On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the
other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import
referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.


 


(ii)     Except
as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.


 


(iii)  
 The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as
a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.


 


(iv)   This
Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and shall be administered and construed pursuant
to the terms of the Credit Agreement.


 


(v)    For
the avoidance of doubt, the Loans of each Consenting Lender and Replacement Lender on and after the Amendment Effective Date shall
not constitute a new tranche, but shall continue as the same tranche as in existence immediately prior to the Amendment Effective
Date and all LIBO Rate Loans and Base Rate Loans shall continue as the same LIBO Rate Loans in respect of any then-outstanding
Interest Period and Base Rate Loans, in each case, as in existence immediately prior to the Amendment Effective Date.


 


Section 9.    
Miscellaneous. Each Lender by its signature hereto instructs the Administrative Agent to execute this Amendment. Except
as herein provided, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. This
Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by electronic transmission shall be effective as delivery
of a manually executed counterpart of this Amendment. This Amendment shall be governed by, and construed in accordance with, the
law of the State of New York.


 



    	5



    	 



    

 


[Signature pages follow]


 



    	6



    	 



    

 


EXECUTION VERSION


 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.




	 	 	 	 
	 	The Borrower	 
	 	 	 	 
	 	FLY FUNDING II S.À R.L.	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 



	 	 	 	 
	 	
        The Guarantor Parties
	 
	 	 	 
	 	
        FLY LEASING LIMITED
	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


	 	 	 	 
	 	
        FLY PERIDOT HOLDINGS LIMITED
	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    
 


	 	 	 	 
	 	
        BABCOCK & BROWN AIR
 
	 
	 	 	ACQUISITION I LIMITED	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 




 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    


 


	EXECUTED AS A DEED by	)
	OPAL HOLDINGS AUSTRALIA PTY LTD	)


(ACN 151 552 117)






	 	 	 
	By: 	 	 
	Director	 
	Name:	 
	 	 	 
	By:	 	 
	Director	 
	Name:	 


 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


	 	 	 	 
	 	
        CORAL AIRCRAFT HOLDINGS

	 
	 	 	LIMITED	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


The Intermediate Lessees 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED ) 	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for GARNET AIRCRAFT LEASING 

LIMITED 	 
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 



 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    
 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for AMETHYST AIRCRAFT LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 



 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    


 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for LAPIS AIRCRAFT LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 




 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    



 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for ZIRCON AIRCRAFT LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 




 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for TOPAZ AIRCRAFT LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 




 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    


 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for PYRITE AIRCRAFT LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 




 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 



	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for AQUAMARINE AIRCRAFT LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 



 




AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    


 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for TOURMALINE AIRCRAFT LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 



 




AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for CARNELIAN AIRCRAFT LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 


 




AMENDMENT TO CREDIT AGREEMENT


 


    	 



    	 



    


 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for AMBER AIRCRAFT LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 



 




AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 



	 	 
	EXECUTED AS A DEED by	)
	QUARTZ LEASING  PTY LTD	 
	(ACN 159 348 419)	)


 



	By:	 	 
	Director	 
	Name:	 
	 	 
	By:	 	 
	Director	 
	Name:	 



 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    


 


	EXECUTED AS A DEED by	)
	
        SAPPHIRE LEASING PTY LTD

        (ACN 159 348 517)
	)


 




	 	 	 
	By:	 	 
	Director	 
	Name:	 
	 	 	 
	By:	 	 
	Director	 
	Name:	 


 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 







	 	 	 	 	 
	The Initial Intermediate Lessees	 	 
	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for B&B AIR ACQUISITION 

3237 LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 



 




AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    


 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for B&B AIR ACQUISITION 

34953  LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 




 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for B&B AIR ACQUISITION 

34956 LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 



 




AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for B&B AIR ACQUISITION 

403 LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 



 




AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


	 	 	 	 	 
	SIGNED AND DELIVERED AS A DEED )	 	 
	by	 	 	)	 
	 	 	 	)	 
	 	 	 	)	 
	as attorney for B&B AIR ACQUISITION 

3151 LEASING LIMITED
	 	 	 	 	 
	in the presence of:	 	 	 	 
	 	 	 	 	 
	Signature of Witness:	 	 	 	 
	Name of Witness:	 	 	 	 
	Address of Witness:	 	 	 	 
	Occupation of Witness:	 	 	 	 



 




AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 









	 	 	 	 	 
	 	 	The Initial Lessor Subsidiaries	 
	 	 	 	 	 
	 	SPIREDELL TRUST	 
	 	 	 	 	 
	 	By:	Wilmington Trust Company, not in its individual capacity but solely as trustee	 
	 	 	 	 	 
	 	By	 	 	 
	 	Name:	 
	 	Title:	 


 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


	 	 	 	 
	 	WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, not in its individual capacity but solely as
trustee under the trust agreement (MSN 3237)
	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 




	 	 	 	 
	 	WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, not in its individual capacity but solely as
trustee under the trust agreement (MSN 34953)
	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 



	 	 	 	 
	 	
        WELLS FARGO BANK NORTHWEST, NATIONAL

        ASSOCIATION, not in its individual capacity but solely as

        trustee under the trust agreement (MSN 34956)

	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 





	 	 	 	 
	 	
        B&B AIR ACQUISITION 403 STATUTORY TRUST

	 	 
	 	By:           Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as trustee under the trust agreement (MSN 403)
	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 






	 	 	 	 
	 	
        WELLS FARGO BANK NORTHWEST, NATIONAL

        ASSOCIATION, not in its individual capacity but solely as

        trustee under the trust agreement (MSN 3151)

	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 


 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


	 	 	 	 
	 	
        B&B AIR ACQUISITION 3417 STATUTORY TRUST

	 	 
	 	By:           Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as trustee under the trust agreement (MSN 3417)
	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 






	 	 	 	 
	 	
        WELLS FARGO BANK NORTHWEST, NATIONAL

        ASSOCIATION, not in its individual capacity but solely as

        trustee under the trust agreement (MSN 1369)

	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 





	 	 	 	 
	 	
        WELLS FARGO BANK NORTHWEST, NATIONAL

        ASSOCIATION, not in its individual capacity but solely as

        trustee under the trust agreement (MSN 1378)

	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 







	 	 	 	 
	 	
        WELLS FARGO BANK NORTHWEST, NATIONAL

        ASSOCIATION, not in its individual capacity but solely as

        trustee under the trust agreement (MSN 1391)

	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 





	 	 	 	 
	 	
        WELLS FARGO BANK NORTHWEST, NATIONAL

        ASSOCIATION, not in its individual capacity but solely as

        trustee under the trust agreement (MSN 1393)

	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 



	 	 	 	 
	 	
        WELLS FARGO BANK NORTHWEST, NATIONAL

        ASSOCIATION, not in its individual capacity but solely as

        trustee under the trust agreement (MSN 24739)

	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 


 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    


 


	 	 	 	 
	 	
        WELLS FARGO BANK NORTHWEST, NATIONAL

        ASSOCIATION, not in its individual capacity but solely as

        trustee under the trust agreement (MSN 26473)

	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 






	 	 	 	 
	 	
        WELLS FARGO BANK NORTHWEST, NATIONAL

        ASSOCIATION, not in its individual capacity but solely as

        trustee under the trust agreement (MSN 29644)

	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 



	 	 	 	 
	 	
        WELLS FARGO BANK NORTHWEST, NATIONAL

        ASSOCIATION, not in its individual capacity but solely as

        trustee under the trust agreement (MSN 35070)

	 	 	 	 
	 	By	 	 
	 	Name:	 
	 	Title:	 




 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    



 


	 	 	 	 
	 	ADMINISTRATIVE AGENT	 
	 	 	 	 
	 	CITIBANK N.A.	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


	 	 	 	 
	 	COLLATERAL AGENT	 
	 	 	 	 
	 	
        WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    

 


	 	 	 	 	 
	 	 	 	CONSENTING LENDERS
	 	 	 	 	 
	By its signature hereto, each Lender is electing
    to consent by Option A or Option B for the full principal amount of Loans held, unless a lesser principal amount of
    Loans is specified below:	 	LENDER:	 
	 	 	 	 	 
	 	 	 	PLEASE CHECK:
	Option A: $	 	 	
	 	 	 	 	 
	 	 	 	☐ OPTION A (CASHLESS)
	Option B: $	 	 	
	 	 	 	 	 
	 	 	 	☐ OPTION B (CASH ROLL)





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	*By:	 
	 	 	Name:
	 	 	Title:




 


	 	 


* For Lenders requiring a second signature line.


 


AMENDMENT TO CREDIT AGREEMENT


 



    	 



    	 



    



 


REPLACEMENT LENDERS




 


	 	 	 
	 	ROYAL BANK OF CANADA
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 


 


AMENDMENT TO CREDIT AGREEMENT