DEPOSIT AGREEMENT by and among BABCOCK & BROWN AIR LIMITED as Issuer AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER...Deposit Agreement • September 12th, 2007 • Babcock & Brown Air LTD • New York
FLY LEASING LIMITED UNDERWRITING AGREEMENT December 6, 2013Underwriting Agreement • December 11th, 2013 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
Fly Leasing Limited, a Bermuda exempted company incorporated under the Companies Act of 1981 of Bermuda (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Representatives listed in Schedule I hereto, then the terms “Underwriters” and “Representatives” as used herein shall each be deemed to refer to such firm or firms.
DEPOSIT AGREEMENTDeposit Agreement • September 21st, 2007 • Babcock & Brown Air LTD • Services-miscellaneous equipment rental & leasing • New York
FLY LEASING LIMITED UNDERWRITING AGREEMENT September 24, 2014Underwriting Agreement • September 26th, 2014 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
Fly Leasing Limited, a Bermuda exempted company incorporated under the Companies Act of 1981 of Bermuda (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the respective principal amounts of its debt securities identified in Schedule I hereto (the “Securities”), to be issued, respectively, under the indentures specified in Schedule I hereto (each, an “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Representatives listed in Schedule I hereto, then the terms “Underwriters” and “Representatives” as used herein shall each be deemed to refer to such firm or firms.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2007 • Babcock & Brown Air LTD • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________ __, 2007, is entered into by and among Babcock & Brown Air Limited, a Bermuda exempted company (including its successors, the “Company”), and each of the shareholders of the Company that is listed in the signature pages hereof (each, a “Principal Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2018 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 18, 2018, is entered into by and between Fly Leasing Limited, a Bermuda exempted company (including its successors, the “Company”), and AirAsia Group Berhad, a company incorporated and existing under the laws of Malaysia (the “Investor”).
HORIZON AIRCRAFT FINANCE III LIMITED and HORIZON AIRCRAFT FINANCE III LLC and THE OTHER PURCHASERS IDENTIFIED HEREIN PURCHASE AGREEMENTPurchase Agreement • November 12th, 2019 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
Dated as of October 15, 2020 FLY WILLOW FUNDING LIMITED, as Borrower FLY LEASING LIMITED, as a Guarantor Party FLY WILLOW AIRCRAFT HOLDINGS DAC, as a Guarantor Party EACH OTHER GUARANTOR PARTY REFERRED TO HEREIN, THE LENDERS IDENTIFIED HEREIN, ROYAL...Term Loan Credit Agreement • November 13th, 2020 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
TERM LOAN CREDIT AGREEMENT (this "Agreement") dated as of October 15, 2020 among FLY WILLOW FUNDING LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Borrower"), FLY LEASING LIMITED, a company incorporated under the laws of Bermuda ("FLL"), FLY WILLOW AIRCRAFT HOLDINGS DAC, a designated activity company incorporated under the laws of Ireland ("FWAH"), certain Intermediate Lessees party hereto pursuant to Section 2.10(c), certain Lessor Subsidiaries party hereto pursuant to Section 2.10(e), the lenders from time to time party to this Agreement (collectively, the "Lenders"), ROYAL BANK OF CANADA, as administrative agent (in such capacity, the "Administrative Agent"), and BANK OF UTAH, not in its individual capacity, but solely as collateral agent (in such capacity, the "Collateral Agent") and securities intermediary.
Dated as of June 15, 2018Senior Secured Credit Agreement • August 24th, 2018 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing
SENIOR SECURED CREDIT AGREEMENT (this "Agreement") dated as of June 15, 2018, among FLY ALADDIN FUNDING LIMITED, a private company limited by shares, incorporated in Ireland (the "Borrower"); FLY ALADDIN MALTACO LIMITED, a company registered and incorporated under the laws of Malta with company registration number C 86155 ("Fly Malta"); WILMINGTON TRUST (LONDON) LIMITED, not in its individual capacity but solely as Security Trustee (the "Security Trustee"); BNP PARIBAS, as administrative agent (the "Administrative Agent"); and the LENDERS party hereto.
FLY LEASING LIMITED 11,428,571 American Depositary Shares Representing 11,428,571 Common Shares ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 2013 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
FLY LEASING LIMITEDUnderwriting Agreement • October 3rd, 2017 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
Fly Leasing Limited, a Bermuda exempted company incorporated under the Companies Act of 1981 of Bermuda (the "Company"), proposes to issue and sell to the several underwriters named in Schedule II hereto (the "Underwriters"), for whom you are acting as a representative (the "Representative"), the principal amount of its debt securities identified in Schedule I hereto (the "Securities"), to be issued under the indenture specified in Schedule I hereto (the "Indenture") between the Company and the Trustee identified in such Schedule (the "Trustee"). If the firm or firms listed in Schedule II hereto include only the Representative listed in Schedule I hereto, then the terms "Underwriters" and "Representative" as used herein shall each be deemed to refer to such firm or firms.
TRUST INDENTURE dated as of [ ], 2007 among BABCOCK & BROWN AIR FUNDING I LIMITED, as the Issuer DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Operating Bank and Trustee DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Cash Manager BNP PARIBAS, as the...Trust Indenture • September 12th, 2007 • Babcock & Brown Air LTD
This TRUST INDENTURE, dated as of [ ], 2007 (this “Indenture”), is made among BABCOCK & BROWN AIR FUNDING I LIMITED, a Bermuda exempted company (the “Issuer”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee” and “Operating Bank”), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Cash Manager (the “Cash Manager”), BNP PARIBAS, a société anonyme under French law, acting through its New York branch (together with its successors and permitted assigns, the “Initial Liquidity Facility Provider”) and AMBAC ASSURANCE CORPORATION, a Wisconsin stock insurance company (the “Policy Provider”).
PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • September 12th, 2007 • Babcock & Brown Air LTD • New York
PRIVATE PLACEMENT AGREEMENT dated as of July 19, 2007, by and among Babcock & Brown Air Limited, a Bermuda exempted company (the “Company”), and each of the persons named in the signature pages hereof (each, a “Principal Investor”).
CASH MANAGEMENT AGREEMENT Dated as of [ ], 2007Cash Management Agreement • September 12th, 2007 • Babcock & Brown Air LTD
This CASH MANAGEMENT AGREEMENT, dated as of [ ], 2007 (this ‘‘Agreement’’), is made among BABCOCK & BROWN AIR FUNDING I LIMITED, a Bermuda exempted company (the ‘‘Issuer’’), each ISSUER SUBSIDIARY signatory to this Agreement or that accedes to this Agreement pursuant to an Accession Agreement in the form of Exhibit A hereto (an ‘‘Accession Agreement’’); DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as the trustee under the Indenture (the ‘‘Trustee’’) and as the security trustee under the Security Trust Agreement (the ‘‘Security Trustee’’) and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Cash Manager (the ‘‘Cash Manager’’).
DATED AS OF JULY 29, 2011 FLY LEASING LIMITED, as Buyer, THE SELLERS IDENTIFIED HEREIN, as Sellers AND GLOBAL AVIATION ASSET MANAGEMENT PTY LTD, as trustee of THE GLOBAL AVIATION ASSET MANAGEMENT UNIT TRUST, as Sellers’ Representative AND KAFIG PTY...Purchase Agreement • March 16th, 2012 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
FLY LEASING LIMITED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2018 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
This Securities Purchase Agreement (this “Agreement”) is made as of the 11th day of July, 2018, by and among Fly Leasing Limited, a Bermuda exempted company (the “Company”), and Summit Aviation Holdings LLC, a Delaware limited liability company (“Summit”). Certain capitalized terms used but not otherwise defined in this Agreement have the respective meanings set forth in Exhibit A hereto.
GUARANTY [FLY 2017A TERM LOAN]Guaranty • March 14th, 2018 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
Equity Commitment Letter Meridian Aviation Partners Limited West Pier Business Campus Dun Laoghaire County Dublin, A96 N6T7 IrelandEquity Commitment Letter • May 9th, 2018 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing
Reference is made to (i) that certain Share Purchase Agreement (the “Share Purchase Agreement”), dated as of February 28, 2018, among Asia Aviation Capital Limited, as vendor, Fly Aladdin Holdings Limited, as purchaser, Fly Leasing Limited (the “Company”), as purchaser guarantor, and AirAsia Berhad, a company incorporated and existing under the laws of Malaysia (“AAB”), and (ii) that certain Subscription Agreement (the “Subscription Agreement”), dated as of February 28, 2018, among the Company, Asia Aviation Capital Limited, a limited liability company incorporated and existing under the laws of Malaysia (“AACL”) and AAB (the “Guarantor”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Share Purchase Agreement.
SERVICING AGREEMENTServicing Agreement • March 14th, 2018 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
SERVICING AGREEMENT (this "Agreement") dated as of December 8, 2017, among BBAM US LP, a Delaware limited partnership ("BBAM"), BBAM AVIATION SERVICES LIMITED, a company incorporated under the laws of Ireland ("BBAM Ireland" and together with BBAM, the "Servicers," each a "Servicer"), MAGELLAN ACQUISITION LIMITED, a Bermuda exempted company (the "Borrower") and each additional grantor that becomes a party hereto through execution and delivery of an Assumption Agreement (each individually, a "Serviced Group Member" and collectively, the "Serviced Group Members").
Dated as of December 8, 2017Facility Agreement • March 14th, 2018 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
FACILITY AGREEMENT [FLY 2017A TERM LOAN] (this "Agreement") dated as of December 8, 2017, between MAGELLAN ACQUISITION LIMITED, a company incorporated under the laws of Bermuda (the "Borrower"); each SUBSIDIARY of Borrower party hereto (each, a "Subsidiary Guarantor"); WELLS FARGO BANK, NATIONAL ASSOCIATION, as Security Trustee (the "Security Trustee"); THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as administrative agent (the "Administrative Agent"); and the LENDERS party hereto.
SERVICING AGREEMENTServicing Agreement • November 13th, 2020 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
THIS SERVICING AGREEMENT dated as of October 15, 2020 (this “Agreement”), is among BBAM US LP, a Delaware limited partnership (“BBAM”), BBAM AVIATION SERVICES LIMITED, a company incorporated under the laws of Ireland (“BBAM Ireland” and together with BBAM, the “Servicers,” each a “Servicer”) and FLY LEASING LIMITED, a company incorporated under the laws of Bermuda (together with its affiliates and subsidiaries collectively referred to herein as, the “Company”).
PURCHASE AGREEMENT by and among THE BUYERS NAMED HEREIN, BBAM LIMITED PARTNERSHIP, SUMMIT AVIATION PARTNERS LLC, FLY-BBAM HOLDINGS, LTD. and SUMMIT AVIATION MANAGEMENT CO., LTD. Dated as of November 30, 2012Purchase Agreement • May 7th, 2013 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing
This PURCHASE AGREEMENT (this “Agreement”), dated as of November 30, 2012, is by and among the Persons named on Exhibit A (each, a “Buyer”, and collectively, the “Buyers”), BBAM Limited Partnership, an exempted limited partnership registered in the Cayman Islands (the “Partnership”), and Summit Aviation Management Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability, in its capacity as the general partner of the Partnership (the “GP”), Summit Aviation Partners LLC, a Delaware limited liability company (“Summit”), Fly-BBAM Holdings, Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (“Fly”, and together with Summit, “Sellers”, and each of them, a “Seller”).
Dated as of December 8, 2017 MAGELLAN ACQUISITION LIMITED, as Borrower, the BANKS party hereto, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Administrative Agent, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Joint Lead Arranger and Sole Bookrunner BNP...Credit Agreement • March 14th, 2018 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing
CREDIT AGREEMENT [FLY 2017A TERM LOAN] (this "Agreement") dated as of December 8, 2017, between MAGELLAN ACQUISITION LIMITED, a company incorporated under the laws of Bermuda (the "Borrower"); WELLS FARGO BANK, NATIONAL ASSOCIATION, as Security Trustee (the "Security Trustee"); THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as administrative agent (the "Administrative Agent"); and the BANKS party hereto.
AGREEMENT AND PLAN OF MERGER among CARLYLE AVIATION ELEVATE LTD., CARLYLE AVIATION ELEVATE MERGER SUBSIDIARY LTD., and FLY LEASING LIMITED Dated as of March 27, 2021Merger Agreement • March 30th, 2021 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 27, 2021, by and among CARLYLE AVIATION ELEVATE LTD., an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), CARLYLE AVIATION ELEVATE MERGER SUBSIDIARY LTD., a Bermuda exempted company and a wholly-owned Subsidiary of Parent (“Merger Sub”), and FLY LEASING LIMITED, a Bermuda exempted company (the “Company”).
Dated as of December 8, 2017 MAGELLAN ACQUISITION LIMITED, and certain other Grantors in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Security TrusteeSecurity Agreement • March 14th, 2018 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
SECURITY AGREEMENT [FLY 2017A TERM LOAN], dated as of December 8, 2017, made by MAGELLAN ACQUISITION LIMITED, a company incorporated under the laws of Bermuda (the "Borrower"), and each of the other signatories hereto set forth on the signature pages under the caption "Grantors" (together with the Borrower and any other Person that may become a "grantor" hereunder as provided herein, the "Grantors"), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Security Trustee (in such capacity, the "Security Trustee") for the benefit of the Secured Parties (as defined below).
as Borrower Hobart Aviation Holdings Limited as Shareholder and Norddeutsche Landesbank Girozentrale as Initial Lender, Facility Agent and Security Trustee Loan Agreement One (1) [ ] Aircraft Manufacturer’s Serial Number [ ] [Lessee]Loan Agreement • March 16th, 2012 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing
The Lenders are willing, on the terms and subject to the conditions contained in this Agreement, to provide the Borrower with a commercial financing facility which will be utilised by the Borrower in the re-financing of the Original Advance.
SERVICING AGREEMENTServicing Agreement • March 15th, 2013 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
THIS AMENDED AND RESTATED SERVICING AGREEMENT dated as of January 24, 2013 amends and restates a Servicing Agreement dated August 9, 2012 (this “Agreement”), among BBAM US LP, a Delaware limited partnership(formerly known as BBAM LLC) (“BBAM”), BBAM AVIATION SERVICES LIMITED, a company incorporated under the laws of Ireland (“BBAM Ireland” and together with BBAM, the “Servicers,” each a “Servicer”) and Fly Leasing Limited (“FLL”, together with its affiliates and subsidiaries collectively referred to herein as, the “Company”), as amended through the date hereof.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2013 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
FIRST AMENDMENT (this “Amendment”), dated as of December 18, 2012, 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.
Dated June 15, 2018 BORROWER PARENT SECURITY AGREEMENT between FLY ALADDIN HOLDINGS LIMITED as Grantor and WILMINGTON TRUST (LONDON) LIMITED as Security TrusteeSecurity Agreement • August 24th, 2018 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing
Amended and Restated Fly Leasing Limited Management Agreement Fly Leasing Limited and Fly Leasing Management Co. LimitedManagement Agreement • March 15th, 2013 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
ASSET PURCHASE AGREEMENT dated as of [ ] [ ], 2007 among JET-i LEASING LLC, THE OTHER SELLERS LISTED ON SCHEDULE 1 HERETO and BABCOCK & BROWN AIR FUNDING I LIMITED, THE OTHER PURCHASERS LISTED ON SCHEDULE 1 HERETOAsset Purchase Agreement • September 12th, 2007 • Babcock & Brown Air LTD • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of [ ] [ ], 2007 among: (i) JET-i LEASING LLC, a Delaware limited liability company; (ii) THE OTHER SELLERS LISTED ON SCHEDULE 1 HERETO; (iii) BABCOCK & BROWN AIR FUNDING I LIMITED, a Bermuda exempted company and having its principal place of business at West Pier, Dun Loaghaire, County Dublin, Ireland, and (iv) THE OTHER PURCHASERS LISTED ON SCHEDULE 1 HERETO. [Note: The Sellers on Schedule I will include the Irish sellers.]
LIMITED GUARANTEELimited Guarantee • March 30th, 2021 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • Delaware
This LIMITED GUARANTEE, dated as of March 27, 2021 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guarantee”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), is made in favor of Fly Leasing Limited, a Bermuda exempted company (the “Guaranteed Party”). Reference is hereby made to that certain Merger Agreement, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Merger Agreement”), by and among the Guaranteed Party, Carlyle Aviation Elevate Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), and Carlyle Aviation Elevate Merger Subsidiary Ltd., a Bermuda exempted company and a wholly-owned Subsidiary of Parent (“Merger Sub”). Except as otherwise specified herein, each capitalized term used in this Limited Guarantee and not defined herein shall have the meaning ascribed to such term in the Merger Agreement.
DEED OF LIMITED GUARANTY BY FLY LEASING LIMITED OF FLY ALADDIN FUNDING LIMITEDDeed of Limited Guaranty • August 24th, 2018 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing
FOR VALUE RECEIVED, on this 15 day of June, 2018, Fly Leasing Limited (the “Guarantor”), pursuant to that certain Senior Secured Credit Agreement (as amended and supplemented from time to time, the “Credit Agreement”), dated as of 15 day of June, 2018 among Fly Aladdin Funding Limited, as borrower (the “Borrower”), Fly Aladdin MaltaCo Limited (“Fly Malta”), the Lenders party thereto (the “Lenders”), BNP Paribas, not in its individual capacity, except as expressly stated therein, but solely as administrative agent (the “Administrative Agent”) and Wilmington Trust (London) Limited, not in its individual capacity, except as expressly stated therein, but solely as security trustee (the “Security Trustee”) (each of the Lenders, the Administrative Agent, the Security Trustee and any Derivatives Creditor, together with their respective successors and permitted assigns, referred to herein as a “Guaranteed Party” and, collectively, the “Guaranteed Parties”), does hereby unconditionally and irre
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2007 • Babcock & Brown Air LTD • Services-miscellaneous equipment rental & leasing • New York
This Indemnification Agreement (this “Agreement”) is made as of this [ ] day of [ ] 2007, between Babcock & Brown International Pty. Ltd. (“BBIPL”), Babcock & Brown Air Management Co. Limited (the “Manager”) and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, for themselves and as representatives (the “Representatives”) of the Underwriters (as defined below).
AGREEMENT JOINT FILING OF SCHEDULE 13GJoint Filing Agreement • January 9th, 2013 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing
This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.
