Exhibit 10.1

        

         

        

        Execution Version

      

       

      

      FIFTH AMENDMENT TO CREDIT AGREEMENT

       

      FIFTH AMENDMENT (this “Amendment”), dated as of November 22, 2019, 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 Trust Company, 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 amended by that certain Amendment
        to Credit Agreement dated as of April 22, 2015, that certain Second Amendment to Credit Agreement dated as of October 19, 2016, that certain Third Amendment to Credit Agreement dated as of April 28, 2017, that certain Fourth Amendment to Credit
        Agreement dated as of November 1, 2017 and as otherwise amended, supplemented or modified from time to time (the “Credit Agreement”) comprised of a $550,000,000 term loan facility (of which, upon effectiveness of this Amendment, $385,364,013.72 of Loans are outstanding);

       

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

       

      WHEREAS, each Lender holding any Loans outstanding immediately prior to the effectiveness  of this Amendment (such Loans, the “Existing Loans”) 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;

       

      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; and

       

      WHEREAS, on the Fifth Amendment Effective Date, the Existing Loans held by the Consenting Lenders shall be deemed converted to new loans (and together with the loans made by each Replacement
        Lender, the “Replacement Loans”).

       

      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 Fifth 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”,
          and each Replacement Loan shall be deemed to be a “Loan” under and for all purposes of the Credit Agreement and each reference therein to “Lender” shall be deemed to include such Replacement Lender and each reference therein to “Loan” shall be
          deemed to include such Replacement Loan.  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:

       

      “Fifth Amendment to Credit Agreement” means that certain Fifth Amendment to Credit Agreement dated as of the Fifth 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.

       

      “Fifth Amendment Effective Date” means November 22, 2019.

       

      (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 Fifth Amendment Effective Date, 2.00% per annum; provided that for any period in which the Base Rate applies to the
        Loans, the Applicable Margin shall be 1.00% per annum, and (y) on and after the Fifth Amendment Effective Date, 1.75% per annum; provided that for any period in which the Base Rate applies to the Loans, the Applicable Margin shall be 0.75%
        per annum.

       

      (c)          The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended and
          restated in its entirety as follows:

       

      “Maturity Date” means the Payment Date occurring on August 9, 2025.

       

      (d)          The definition of “Loan Documents” in Section 1.01 of the Credit Agreement is hereby
          amended by inserting “, Fifth Amendment to Credit Agreement” after “Fourth Amendment to Credit Agreement”.

       

      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 Fifth Amendment Effective Date but prior to or on the six month anniversary of the Fifth
        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”).”

       

      
        2

        
          


      

      2.04.      Notice Periods.

       

      (a) Section 2.10(a) of the Credit Agreement is hereby amended by replacing “five (5)” with “three (3)”.

      

      

      (b) Section 2.10(c)(A) of the Credit Agreement is hereby amended by replacing “five (5)” with “three (3)”.

      

      

      (c) Section 2.10(d) of the Credit Agreement is hereby amended by replacing “five (5)” with “three (3)”.

      

      

      (d) Section 2.10(e)(A) of the Credit Agreement is hereby amended by replacing “five (5)” with “three (3)”.

      

      

      (e) Section 2.10(f) of the Credit Agreement is hereby amended by replacing “five (5)” with “three (3)”.

      

      

      2.05.      LTV Cash Collateral.  Section 5.16(c) of the Credit Agreement is hereby amended by replacing “$25,000,000” with “$50,000,000”.

       

      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 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 are subject to the satisfaction (or waived in accordance with Section 9.05 of the Credit Agreement) 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 shall have received a favorable written opinion (addressed to each Lender Party and dated the Fifth Amendment Effective Date) of Clifford
        Chance US LLP with respect to New York law, as to such matters as any Lender Party may reasonably request, 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 Fifth 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 Fifth Amendment Effective Date to the Administrative Agent and the Lenders.

      

      

      
        3

        
          


      

      (d)         The Administrative Agent shall have received evidence satisfactory to it that the outstanding principal amount of and accrued interest on the Existing 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.

      

      

      (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 Existing 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 LLP (subject to a cap as separately agreed) 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.

      

      

      (g)          Each Consenting Lender shall be entitled to an upfront fee of 0.25% (each, an “Upfront Fee”), which may be paid in the form of original issue discount in
        accordance with Section 5(c) below.

      

      

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

      

      

      Section 5.  Consent Options; Assignments.

      

      

      (a)          As described in the Memorandum for Lenders dated November 12, 2019 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 Existing 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 Existing 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 Fifth
        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 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.

      

      

      
        4

        
          


      

      (c)          Each Consenting Lender electing Option A shall be entitled to an Upfront Fee.  Each Consenting Lender electing Option B and each Replacement Lender shall receive its Upfront Fee in the
        form of original issue discount on its Replacement Loans.

      

      

      Section 6.   Non-Consenting Lenders.  Subject to the satisfaction of the conditions set forth in Section 4 and effective as of the Fifth Amendment Effective Date, (i) the outstanding Existing Loans of each
        Non-Consenting Lender shall be repaid by the Borrower in an amount equal to the outstanding principal amount of, and accrued and unpaid interest on all such Existing Loans, and all of such Non-Consenting Lender’s Existing Loans shall be deemed
        refinanced by Replacement Loans held by Consenting Lenders and/or Replacement Lenders in an amount corresponding to the amount of Existing Loans held by such Non-Consenting Lender and (ii) 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 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.

      

      

      (a)          On and after the Fifth 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.

       

      (b)          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.

       

      
        5

        
          


      

      (c)         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.

       

      (d)          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.

       

      (e)         Notwithstanding anything to the contrary in this Amendment, the Replacement
          Loans of each Consenting Lender and Replacement Lender on and after the Fifth Amendment Effective Date shall constitute a new tranche of “Loans” under the Credit Agreement, provided that initially, the Replacement Loans shall have Interest
          Periods (the duration of which may be less than one month) that are the same as the Interest Periods applicable to the Existing Loans immediately prior to the Fifth 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.

      

      

      [Signature pages follow]

      

      

      
        6

        
          


      

      
        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:

            	
              /s/ Caroline Goergen

            	 
	 	 	
              Name: Caroline Goergen

            	 
	 	 	
              Title:  class A Manager

            
	 	 	 
	 	
              By:

            	
              /s/ Roberta Masson

            	 
	 	 	
              Name: Roberta Masson

            	 
	 	 	
              Title: class B Manager

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      	 	
              The Guarantor Parties

            
	 	 
	 	
              FLY LEASING LIMITED

            
	 	 
	 	
              By:

            	
              /s/ Colm Barrington

            	 
	 	 	
              Name: Colm Barrington

            	 
	 	 	
              Title:   Chief Executive Officer

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      	 	
              FLY PERIDOT HOLDINGS LIMITED

            
	 	 
	 	
              By:

            	
              /s/ Declan Cotter

            	 
	 	 	
              Name: Declan Cotter

            	
              

              

            
	 	 	
              Title:   Director

            	

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      	 	
              BABCOCK & BROWN AIR ACQUISITION I LIMITED

            
	 	 
	 	
              By:

            	
              /s/ Declan Cotter

            	 
	 	 	
              Name: Declan Cotter

            	 
	 	 	
              Title:   Director

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      	
              EXECUTED AS A DEED by

            	
              )

            
	
              OPAL HOLDINGS AUSTRALIA PTY LTD

            	
              )

            


      	
              (ACN 151 552 117)

            
	 
	
              By:

              

            	
              /s/ Gregory Azzara

            	 
	
              Director

            	 
	
              Name: Gregory Azzara

            
	 
	
              By:

            	
              /s/ Robert S. Tomczak

            	 
	
              Director

            	 
	
              Name: Robert S. Tomczak

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      	 	
              CORAL AIRCRAFT HOLDINGS LIMITED

            
	 	 
	 	
              By:

            	
              /s/ Declan Cotter

            	 
	 	 	
              Name:  Declan Cotter

            	
              

              

            
	 	 	
              Title:    Director

            	

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        	 	
                The Intermediate Lessees

              
	 	 
	
                SIGNED AND DELIVERED AS A DEED )

              	
                

                

              
	by Declan Cotter	
                )

              	
                /s/ Declan Cotter

              
	 	
                )

              
	 	 	
                )

              
	
                as attorney for GARNET AIRCRAFT LEASING LIMITED

              	 	 
	 	 
	
                in the presence of:

              	 
	 	 


      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          	
                  SIGNED AND DELIVERED AS A DEED )

                	
                  

                  

                
	by Declan Cotter	
                  )

                	
                  /s/ Declan Cotter

                
	 	
                  )

                
	 	 	
                  )

                
	
                  
                    as attorney for CORAL AIRCRAFT TWO LIMITED

                  

                	 	 
	 	 
	
                  in the presence of:

                	 
	 	 


        

      

      
        	
                Signature of Witness:

              	
                /s/ Joan Phillips

              	 
	
                Name of Witness:

              	
                Joan Phillips

              	 
	
                Address of Witness:

              	
                West Pier

              
	
                Occupation of Witness:

              	
                Admin

              


      

      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            	
                    SIGNED AND DELIVERED AS A DEED )

                  	
                    

                    

                  
	by Declan Cotter	
                    )

                  	
                    /s/ Declan Cotter

                  
	 	
                    )

                  
	 	 	
                    )

                  
	
                    
                      
                        as attorney for TOPAZ AIRCRAFT LEASING LIMITED

                      

                    

                  	 	 
	 	 
	
                    in the presence of:

                  	 
	 	 


          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              	
                      SIGNED AND DELIVERED AS A DEED )

                    	
                      

                      

                    
	by Declan Cotter	
                      )

                    	
                      /s/ Declan Cotter

                    
	 	
                      )

                    
	 	 	
                      )

                    
	
                      
                        
                          
                            as attorney for PYRITE AIRCRAFT LEASING LIMITED

                          

                        

                      

                    	 	 
	 	 
	
                      in the presence of:

                    	 
	 	 


            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                	
                        SIGNED AND DELIVERED AS A DEED )

                      	
                        

                        

                      
	by Declan Cotter	
                        )

                      	
                        /s/ Declan Cotter

                      
	 	
                        )

                      
	 	 	
                        )

                      
	
                        
                          
                            
                              
                                as attorney for AQUAMARINE AIRCRAFT LEASING LIMITED

                              

                            

                          

                        

                      	 	 
	 	 
	
                        in the presence of:

                      	 
	 	 


              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Tara McGrane

            	 
	
              Name of Witness:

            	
              Tara McGrane

            	 
	
              Address of Witness:

            	
              Dun Laoghaire, Co. 

              Dublin, A96 N6T7

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        	
                SIGNED AND DELIVERED AS A DEED )

              	
                

                

              
	by Declan Cotter	
                )

              	
                /s/ Declan Cotter

              
	 	
                )

              
	 	 	
                )

              
	
                
                  
                    
                      
                        
                          as attorney for TOURMALINE AIRCRAFT LEASING LIMITED

                        

                      

                    

                  

                

              	 	 
	 	 
	
                in the presence of:

              	 
	 	 


      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

    

    
      
        	
                FIFTH AMENDMENT TO CREDIT AGREEMENT

              


      

      
        


    

    
      
        	
                SIGNED AND DELIVERED AS A DEED )

              	
                

                

              
	by Declan Cotter	
                )

              	
                /s/ Declan Cotter

              
	 	
                )

              
	 	 	
                )

              
	
                
                  
                    
                      
                        
                          
                            as attorney for AMBER AIRCRAFT LEASING LIMITED

                          

                        

                      

                    

                  

                

              	 	 
	 	 
	
                in the presence of:

              	 
	 	 


      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          	
                  SIGNED AND DELIVERED AS A DEED )

                	
                  

                  

                
	by Declan Cotter	
                  )

                	
                  /s/ Declan Cotter

                
	 	
                  )

                
	 	 	
                  )

                
	
                  
                    
                      
                        
                          
                            
                              
                                as attorney for MONTGOMERY AVIATION LIMITED

                              

                            

                          

                        

                      

                    

                  

                	 	 
	 	 
	
                  in the presence of:

                	 
	 	 


        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            	
                    The Initial Intermediate Lessees

                  	 
	 	 
	
                    SIGNED AND DELIVERED AS A DEED )

                  	
                    

                    

                  
	by Declan Cotter	
                    )

                  	
                    /s/ Declan Cotter

                  
	 	
                    )

                  
	 	 	
                    )

                  
	
                    
                      
                        
                          
                            
                              
                                
                                  
                                    as attorney for B&B AIR ACQUISITION

                                    3237 LEASING LIMITED

                                  

                                

                              

                            

                          

                        

                      

                    

                  	 	 
	 	 
	
                    in the presence of:

                  	 
	 	 


          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              	
                      SIGNED AND DELIVERED AS A DEED )

                    	
                      

                      

                    
	by Declan Cotter	
                      )

                    	
                      /s/ Declan Cotter

                    
	 	
                      )

                    
	 	 	
                      )

                    
	
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      as attorney for B&B AIR ACQUISITION

                                      34953  LEASING LIMITED

                                    

                                  

                                

                              

                            

                          

                        

                      

                    	 	 
	 	 
	
                      in the presence of:

                    	 
	 	 


            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                	
                        SIGNED AND DELIVERED AS A DEED )

                      	
                        

                        

                      
	by Declan Cotter	
                        )

                      	
                        /s/ Declan Cotter

                      
	 	
                        )

                      
	 	 	
                        )

                      
	
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        as attorney for B&B AIR ACQUISITION

                                        3151 LEASING LIMITED

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      	 	 
	 	 
	
                        in the presence of:

                      	 
	 	 


              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                	
                        SIGNED AND DELIVERED AS A DEED )

                      	
                        

                        

                      
	by Declan Cotter	
                        )

                      	
                        /s/ Declan Cotter

                      
	 	
                        )

                      
	 	 	
                        )

                      
	
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        as attorney for FLY AIRCRAFT HOLDINGS TWENTY-SIX LIMITED

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      	 	 
	 	 
	
                        in the presence of:

                      	 
	 	 


              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                	
                        SIGNED AND DELIVERED AS A DEED )

                      	
                        

                        

                      
	by Declan Cotter	
                        )

                      	
                        /s/ Declan Cotter

                      
	 	
                        )

                      
	 	 	
                        )

                      
	
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        as attorney for CITRINE AIRCRAFT LEASING LIMITED

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      	 	 
	 	 
	
                        in the presence of:

                      	 
	 	 


              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                	
                        SIGNED AND DELIVERED AS A DEED )

                      	
                        

                        

                      
	by Declan Cotter	
                        )

                      	
                        /s/ Declan Cotter

                      
	 	
                        )

                      
	 	 	
                        )

                      
	
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        as attorney for FLY AIRCRAFT HOLDINGS THIRTY-THREE LIMITED

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      	 	 
	 	 
	
                        in the presence of:

                      	 
	 	 


              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                
                  	
                          SIGNED AND DELIVERED AS A DEED )

                        	
                          

                          

                        
	by Declan Cotter	
                          )

                        	
                          /s/ Declan Cotter

                        
	 	
                          )

                        
	 	 	
                          )

                        
	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            as attorney for ZIRCON AIRCRAFT LEASING LIMITED

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        	 	 
	 	 
	
                          in the presence of:

                        	 
	 	 


                

              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                
                  	
                          SIGNED AND DELIVERED AS A DEED )

                        	
                          

                          

                        
	by Declan Cotter	
                          )

                        	
                          /s/ Declan Cotter

                        
	 	
                          )

                        
	 	 	
                          )

                        
	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            as attorney for FLY AIRCRAFT HOLDINGS SEVEN LIMITED

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        	 	 
	 	 
	
                          in the presence of:

                        	 
	 	 


                

              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                
                  	
                          SIGNED AND DELIVERED AS A DEED )

                        	
                          

                          

                        
	by Declan Cotter	
                          )

                        	
                          /s/ Declan Cotter

                        
	 	
                          )

                        
	 	 	
                          )

                        
	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            as attorney for FLY AIRCRAFT HOLDINGS NINE LIMITED

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        	 	 
	 	 
	
                          in the presence of:

                        	 
	 	 


                

              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                
                  	
                          SIGNED AND DELIVERED AS A DEED )

                        	
                          

                          

                        
	by Declan Cotter	
                          )

                        	
                          /s/ Declan Cotter

                        
	 	
                          )

                        
	 	 	
                          )

                        
	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            as attorney for FLY AIRCRAFT HOLDINGS THIRTEEN LIMITED

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        	 	 
	 	 
	
                          in the presence of:

                        	 
	 	 


                

              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                
                  	
                          SIGNED AND DELIVERED AS A DEED )

                        	
                          

                          

                        
	by Declan Cotter	
                          )

                        	
                          /s/ Declan Cotter

                        
	 	
                          )

                        
	 	 	
                          )

                        
	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            as attorney for FLY AIRCRAFT HOLDINGS SIXTEEN LIMITED

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        	 	 
	 	 
	
                          in the presence of:

                        	 
	 	 


                

              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                
                  	
                          SIGNED AND DELIVERED AS A DEED )

                        	
                          

                          

                        
	by Declan Cotter	
                          )

                        	
                          /s/ Declan Cotter

                        
	 	
                          )

                        
	 	 	
                          )

                        
	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            as attorney for FLY AIRCRAFT HOLDINGS FOUR LIMITED

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        	 	 
	 	 
	
                          in the presence of:

                        	 
	 	 


                

              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                
                  
                    	
                            SIGNED AND DELIVERED AS A DEED )

                          	
                            

                            

                          
	by Declan Cotter	
                            )

                          	
                            /s/ Declan Cotter

                          
	 	
                            )

                          
	 	 	
                            )

                          
	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                as attorney for FLY AIRCRAFT HOLDINGS SIX LIMITED

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          	 	 
	 	 
	
                            in the presence of:

                          	 
	 	 


                  

                

              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                
                  
                    	
                            SIGNED AND DELIVERED AS A DEED )

                          	
                            

                            

                          
	by Declan Cotter	
                            )

                          	
                            /s/ Declan Cotter

                          
	 	
                            )

                          
	 	 	
                            )

                          
	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                as attorney for FLY AIRCRAFT HOLDINGS FORTY-ONE LIMITED

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          	 	 
	 	 
	
                            in the presence of:

                          	 
	 	 


                  

                

              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        
          
            
              
                
                  
                    	
                            SIGNED AND DELIVERED AS A DEED )

                          	
                            

                            

                          
	by Declan Cotter	
                            )

                          	
                            /s/ Declan Cotter

                          
	 	
                            )

                          
	 	 	
                            )

                          
	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                as attorney for FLY AIRCRAFT HOLDINGS EIGHT LIMITED

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          	 	 
	 	 
	
                            in the presence of:

                          	 
	 	 


                  

                

              

            

          

        

      

      	
              Signature of Witness:

            	
              /s/ Joan Phillips

            	 
	
              Name of Witness:

            	
              Joan Phillips

            	 
	
              Address of Witness:

            	
              West Pier

            
	
              Occupation of Witness:

            	
              Admin

            


      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        	 	
                The Initial Lessor Subsidiaries

              
	 	 
	 	
                SPIREDELL TRUST

              
	 	 
	 	
                By:

              	
                Wilmington Trust Company, not in its individual capacity but solely as trustee

              
	 	 


        	 	
                By

                

              	
                /s/ Jose L. Paredes

              	 
	 	
                Name: Jose L. Paredes

              	 
	 	
                Title:   Assistant Vice President

              


      

       

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        	 	
                WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee under the trust agreement (MSN 3237)

              
	 	 	 	 


        	 	
                By

                

              	
                /s/ J. Brent Allen

              	 
	 	
                Name: J. Brent Allen

              	 
	 	
                Title:   Vice President

              


         

        

      

      
        	 	
                
                  WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee under the trust agreement (MSN 34953)

                

              
	 	 	 	 


      

      
        	 	
                By

                

              	
                /s/ J. Brent Allen

              	 
	 	
                Name: J. Brent Allen

              	 
	 	
                Title:   Vice President

              


      

      

      

      
        	 	
                
                  
                    B&B AIR ACQUISITION 403 STATUTORY TRUST

                  

                

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

              
	 	 	 


      

      
        	 	
                By

                

              	
                /s/ J. Brent Allen

              	 
	 	
                Name: J. Brent Allen

              	 
	 	
                Title:   Vice President

              


         

        

      

      
        
          	 	
                  
                    
                      WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee under the trust agreement (MSN 3151)

                    

                  

                
	 	 	 	 


        

      

      
        	 	
                By

                

              	
                /s/ J. Brent Allen

              	 
	 	
                Name: J. Brent Allen

              	 
	 	
                Title:   Vice President

              


      

      

      
        
          
            	 	
                    
                      
                        
                          WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee under the trust agreement (MSN 34704)

                        

                      

                    

                  
	 	 	 	 


          

        

        
          	 	
                  By

                  

                	
                  /s/ J. Brent Allen

                	 
	 	
                  Name: J. Brent Allen

                	 
	 	
                  Title:   Vice President

                


           

          

          
            
              	
                      FIFTH AMENDMENT TO CREDIT AGREEMENT

                    


            

            
              


          

          
            
              
                
                  
                    	 	
                            
                              
                                
                                  
                                    WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee under the trust agreement (MSN 1369)

                                  

                                

                              

                            

                          
	 	 	 	 


                  

                

                
                  	 	
                          By

                          

                        	
                          /s/ J. Brent Allen

                        	 
	 	
                          Name: J. Brent Allen

                        	 
	 	
                          Title:   Vice President

                        


                

                

                
                  
                    
                      
                        
                          	 	
                                  
                                    
                                      
                                        
                                          
                                            WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee under the trust agreement (MSN 1378)

                                          

                                        

                                      

                                    

                                  

                                
	 	 	 	 


                        

                      

                      
                        	 	
                                By

                                

                              	
                                /s/ J. Brent Allen

                              	 
	 	
                                Name: J. Brent Allen

                              	 
	 	
                                Title:   Vice President

                              


                      

                      

                      
                        
                          
                            
                              
                                	 	
                                        
                                          
                                            
                                              
                                                
                                                  WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee under the trust agreement (MSN 1391)

                                                

                                              

                                            

                                          

                                        

                                      
	 	 	 	 


                              

                            

                            
                              	 	
                                      By

                                      

                                    	
                                      /s/ J. Brent Allen

                                    	 
	 	
                                      Name: J. Brent Allen

                                    	 
	 	
                                      Title:   Vice President

                                    


                            

                            

                            
                              
                                
                                  
                                    
                                      
                                        	 	
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee under the trust agreement (MSN 1393)

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              
	 	 	 	 


                                      

                                    

                                    
                                      	 	
                                              By

                                              

                                            	
                                              /s/ J. Brent Allen

                                            	 
	 	
                                              Name: J. Brent Allen

                                            	 
	 	
                                              Title:   Vice President

                                            


                                       

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  	 	
                          
                            
                              
                                
                                  
                                    
                                      WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee under the trust agreement (MSN 24739)

                                    

                                  

                                

                              

                            

                          

                        
	 	 	 	 


                

              

              
                	 	
                        By

                        

                      	
                        /s/ J. Brent Allen

                      	 
	 	
                        Name: J. Brent Allen

                      	 
	 	
                        Title:   Vice President

                      


              

              

              
                
                  
                    
                      
                        
                          	 	
                                  
                                    
                                      
                                        
                                          
                                            
                                              WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee under the trust agreement (MSN 35070)

                                            

                                          

                                        

                                      

                                    

                                  

                                
	 	 	 	 


                        

                      

                      
                        	 	
                                By

                                

                              	
                                /s/ J. Brent Allen

                              	 
	 	
                                Name: J. Brent Allen

                              	 
	 	
                                Title:   Vice President

                              


                      

                      

                    

                    
                      
                        	
                                FIFTH AMENDMENT TO CREDIT AGREEMENT

                              


                      

                      
                        


                    

                  

                

              

            

          

        

      

      	 	
              ADMINISTRATIVE AGENT

            
	 	 
	 	
              CITIBANK N.A.

            
	 	 
	 	
              /s/ Uxing Qi

            	 


      	 	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name: Uxing Qi

            	 
	 	 	
              Title:   Vice President

            


       

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        	

              	
                
                  COLLATERAL AGENT

                

              
	 	 
	 	
                
                  WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION

                

              
	 	 
	 	
                

                

              	 


        	 	 	 	 	 
	 	
                By:

              	
                
                  /s/ J. Brent Allen

                

              	 
	 	 	
                Name: J. Brent Allen

              	 
	 	 	
                Title:   Vice President

              


        

        

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      CONSENTING LENDERS

      

      

      
        By its signature hereto, each Lender is electing to consent to the Amendment by Option A: CASHLESS for the entire principal amount of Loans held by such Lender unless a different option is checked:

         

        

      

      
        	
                CURRENT HOLDING AMOUNT: $______________________

              
	 
	
                PLEASE CHECK:

              
	 
	
                OPTION A :   ☐ CASHLESS

              
	 
	
                OPTION B :   ☐ CASH ROLL

              
	 
	
                 ☐ DECLINE: EXIT

              


      

      

      

      	 	LENDER:	 	 
	 	 	 	 


      	 	
              By:

            	 	 	 
	 	 	
              Name:

            	 	 
	 	 	
              Title:

            	 


      

      

      	 	
              *By:

            	 	 	 
	 	 	
              Name:

            	 	 
	 	 	
              Title:

            	 


      

      

      

       

        

      * For Lenders requiring a second signature line.

      ** If you do not check any boxes you will be deemed to have elected a FULL CASHLESS ROLL.

      *** In the event of immaterial discrepancies between lender indicated holding amount and the Agent’s Lender Register, the Agent’s Lender Register will prevail.

       

        

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT

                


        

        
          


      

      
        	 	
                REPLACEMENT LENDER

              
	 	 
	 	
                ROYAL BANK OF CANADA

              
	 	 
	 	
                By:

              	 	 	 
	 	 	
                Name:

              	 	 
	 	 	
                Title:

              	 


      

      

      

      

      

      
        
          	
                  FIFTH AMENDMENT TO CREDIT AGREEMENT