Exhibit 4.3




 





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”.


 



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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 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.


 



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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 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.


 



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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).


 



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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


 


(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.


 






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[Signature pages follow]


 






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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:




 



    	 



    	 



    




 





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







  




    	 



    	 



    

 





	 	 
	 	FLY PERIDOT HOLDINGS LIMITED
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


  




    	 



    	 



    

 





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


 







    	 



    	 



    

 





	 	 	 	 
	EXECUTED
    AS A DEED by	)	 
	OPAL HOLDINGS
    AUSTRALIA PTY LTD	)	 
	(ACN 151 552 117)	 	 
	 	 	 	 
	By:	 	 	 
	Director	 	 
	Name:	 	 
	 	 	 	 
	By:	 	 	 
	Director	 	 
	Name:	 







 







    	 



    	 



    

 





	 	 
	 	CORAL AIRCRAFT HOLDINGS
	 	 	LIMITED
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:





 













    	 



    	 



    


  





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:	 	 	 







 










    	 



    	 



    

 





	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:	 	 	 








 




    	 



    	 



    

 





	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:	 	 	 





 







    	 



    	 



    

 





	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:	 	 	 





 




    	 



    	 



    

 





	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:	 	 	 





 




    	 



    	 



    

 

	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:	 	 	 





 







    	 



    	 



    

 





	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:	 	 	 





 






    	 



    	 



    

 





	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:	 	 	 








 




    	 



    	 



    

 





	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:	 	 	 








 




    	 



    	 



    



 


	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:	 	 	 





 




    	 



    	 



    

 





	 	 	 	 
	EXECUTED
    AS A DEED by	)	 
	QUARTZ LEASING PTY LTD	)	 
	(ACN 159 348 419)	 	 
	 	 	 	 
	By:	 	 	 
	Director	 	 
	Name:	 	 
	 	 	 	 
	By:	 	 	 
	Director	 	 
	Name:	 


 


 




    	 



    	 



    

 





	 	 	 	 
	EXECUTED AS A DEED by	)	 
	SAPPHIRE LEASING PTY LTD	)	 
	(ACN 159 348 517) 	 	 
	 	 	 	 
	By:	 	 	 
	Director	 	 
	Name:	 	 
	 	 	 	 
	By:	 	 	 
	Director	 	 
	Name:	 


 







    	 



    	 



    

 


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:	 	 	 


 


  




    	 



    	 



    

 





	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:	 	 	 





  




    	 



    	 



    

 





	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:	 	 	 





 







    	 



    	 



    

 





	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:	 	 	 





 







    	 



    	 



    

 





	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:	 	 	 





 




    	 



    	 



    

 





	 	The Initial Lessor Subsidiaries
	 	 
	 	SPIREDELL TRUST
	 	 
	 	By:	 	Wilmington Trust Company, not in its individual 

capacity but solely as trustee
	 	 
	 	By	 	 	 
	 	Name: 
	 	Title: 
	 	 



    	 



    	 



    


 





	 	 
	 	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: 
	 	 






    	 



    	 



    
 





	 	 
	 	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: 


 



    	 



    	 



    

 





	 	 
	 	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: 


  







    	 



    	 



    



 


	 	 
	 	ADMINISTRATIVE AGENT

	 	 
	 	CITIBANK N.A. 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	 	 	 
	 	 	Name: 
	 	 	Title:








 






    	 



    	 



    









 


	 	 
	 	COLLATERAL AGENT

	 	 
	 	Wells Fargo Bank
Northwest, 

National Association 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	 	 	 
	 	 	Name: 
	 	 	Title:








 




    	 



    	 



    

 





	 	 	 	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.


 


    	 



    	 



    

 


REPLACEMENT LENDERS





	 	 
	 	Royal Bank of CAnada

	 	 	 	 	 	 
	 	By:	 	 	 
	 	 	Name: 
	 	 	Title: