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, 2021Agreement and Plan of Merger • 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”).
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.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 30th, 2021 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of March 27, 2021 (this “Agreement”), is made and entered into by and between Carlyle Aviation Elevate Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Parent”) and [SHAREHOLDER], a [●] [●] (“Shareholder”).
SUB-SERVICING AGREEMENTSub-Servicing Agreement • March 30th, 2021 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
THIS SUB-SERVICING AGREEMENT dated as of March 27, 2021 (this “Agreement”), is by and between 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”), CARLYLE AVIATION MANAGEMENT LIMITED (the “Sub-Servicer”), FLY LEASING LIMITED, a company incorporated under the laws of Bermuda (the “Company” or the “Indemnitor”), FLY LEASING MANAGEMENT CO. LIMITED, a company incorporated under the laws of Bermuda (with respect to Section 7 only) (the “Manager”) and CARLYLE AVIATION ELEVATE LTD., a Cayman Islands exempted company (the “Buyer”).
ASSIGNMENT AND ASSUMPTION OF CONTRACTSAssignment and Assumption of Contracts • March 30th, 2021 • Fly Leasing LTD • Services-miscellaneous equipment rental & leasing • New York
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (“Assignment”), is made as of March 27, 2021 (the “Effective Date”), by and between FLY ALADDIN HOLDINGS LIMITED, a private company limited by shares incorporated and existing under the laws of Ireland (the “Assignor”), FLY LEASING LIMITED, a Bermuda exempted company (“FLY”), BBAM Elevate Limited Partnership, a Cayman Islands exempted limited partnership acting by its general partner, BBAM GP Co., Ltd. (the “Assignee”) and BBAM LIMITED PARTNERSHIP (the “Guarantor”) a Cayman Islands exempted limited partnership acting by its general partner, Summit Aviation Management Co., Ltd.
