Amendment No. 2 to Eighth Amended and Restated Credit Agreement, dated as of March 1, 2023, by and among Vertical Horizons, Ltd., as borrower, Citibank, N.A., as facility agent and arranger, Bank of Utah, not in its individual capacity but solely as security trustee, and each lender identified on the signature pages thereto

Schedule I     Commitments

THIS AMENDMENT NO. 2 TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 1, 2023 (this "Amendment") is among

(1)    VERTICAL HORIZONS, LTD., a Cayman Islands exempted company (the "Borrower");

(2)    EACH LENDER IDENTIFIED ON THE SIGNATURE PAGE HERETO;

(3)    CITIBANK, N.A., as the Facility Agent acting on behalf of the Lenders;

(4)    CITIBANK, N.A., in its capacity as the Arranger (the "Arranger"); and

(5)    BANK OF UTAH, not in its individual capacity but solely as Security Trustee acting on behalf of the Facility Agent and the Lenders.

WHEREAS, certain parties hereto entered into the eighth amended and restated credit agreement dated as of June 30, 2022 (as amended by that certain Amendment No. 1 dated December 29, 2022 and as further amended, supplemented and otherwise modified from time to time, the "Credit Agreement"), among the Borrower, each Lender identified on Schedule I thereto, the Facility Agent, the Arranger and the Security Trustee, pursuant to which the Lenders made Loans available with respect to the Aircraft;

WHEREAS, in connection with the Credit Agreement the Borrower issued original Loan Certificates to Citibank N.A. ("Citi Lender") Barclays Bank PLC, Deutsche Bank New York Branch, and Morgan Stanley Senior Funding, Inc., each as lender (the "Initial Loan Certificates"); and

WHEREAS, pursuant to Clause 19.3(c)(ii) of the Credit Agreement, Citi Lender has issued a demand letter dated February 28, 2023 to the Borrower to reduce the Commitment of Citi Lender by [***] such that the aggregate Loans, Line of Credit Borrowing and Commitment of Citi Lender equals [***] and as a result Schedule II of the Credit Agreement shall be revised as set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1.1    Except as otherwise defined in this Amendment, terms used herein in capitalized form shall have the meanings attributed thereto in the Credit Agreement.

1.2    Unless the context otherwise requires, any reference herein to any of the Operative Documents refers to such document as it may be modified, amended or supplemented from time to time in accordance with its terms and the terms of each other agreement restricting the modification, amendment or supplement thereof.

As of the date on which all of the conditions precedent listed in Clause 4 are either satisfied or waived in writing by the Facility Agent (hereinafter referred to as, the "Effective Date" ), the Credit Agreement shall be amended as follows:

2.1    Clause 19.3(c)(ii) of the Credit Agreement shall be deleted in its entirety and replaced by the following:

" (ii)    So long as no Default or Event of Default has occurred and is continuing, the Borrower, at its sole cost and expense, may request the Lenders or other financial institutions reasonably acceptable to the Facility Agent (each, an "Additional Lender") to provide additional Commitments pursuant to a Facility Increase Amendment (collectively, the "Additional Commitments") to be incorporated into this Agreement; provided that in no event shall the aggregate amount of all Loans, Line of Credit Borrowings and Commitments exceed [***]. From and after the date of effectiveness of any Facility Increase Amendment, the Commitment of each applicable Lender shall be amended pursuant to the Facility Increase Amendment and any Additional Lender not previously party hereto shall have the Commitment specified in the Facility Increase Amendment and shall become a party hereto and have the rights and obligations of a Lender under this Agreement and the other Operative Documents. Any requirements contained in this Agreement in respect of minimum borrowing, pro rata borrowing and pro rata payments shall not apply to the transactions effected pursuant to the immediately preceding sentence."

2.2    Schedule II of the Credit Agreement is hereby deleted in its entirety and replaced in the form of Schedule I attached hereto.

3.1    On the Effective Date the aggregate outstanding principal amount of the Loan shall be deemed to have been repaid and reborrowed such that the outstanding principal amount of the Loan owed to each Lender shall be reallocated pursuant to the Credit Agreement after giving effect to this Amendment.

3.2    The Borrower agrees to issue a new Loan Certificate to each Lender reflecting the amount of its Maximum Commitment as identified on Schedule I hereto after giving effect to this Amendment (each, a "New Loan Certificate").

It is agreed that the effectiveness of this Amendment is subject to the fulfillment of the following conditions precedent:

4.1    this Amendment shall have been duly authorized, executed and delivered by the parties hereto, shall each be satisfactory in form and substance to the Facility Agent and shall be in full force and effect and executed counterparts shall have been delivered to the Facility Agent and its counsel;

4.2    the Borrower shall issue the New Loan Certificates to each Lender in an aggregate original principal amount equal to such Lender's Maximum Commitment set forth in Schedule II hereto;

4.3    each Guarantee shall be in full force and effect after giving effect to this Amendment; and

4.4    the Loans have not become due and payable or will, with the passing of time, become due and payable pursuant to clause 5.9(c), (d), or (e) of the Credit Agreement.

The Credit Agreement, as specifically amended by this Amendment, shall continue to be in full force and effect. This Amendment shall not constitute an amendment or waiver of any other provision of the Credit Agreement or the other Operative Documents not expressly referred to herein.

6.1    This Amendment shall in all respects be governed by, and construed in accordance with, the law of the State of New York.

6.2    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 Agreement by e-mail (PDF) or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) shall have the same validity and effect as a signature affixed by the party’s hand.

6.3    The provisions of the Credit Agreement with respect to delivery of notices, jurisdiction, service of process, waiver of trial by jury, venue and inconvenient forum are incorporated in this Amendment by reference as if such provisions were set forth herein.

6.4    This Amendment shall be deemed an "Operative Document" as such term is defined in Annex A to the Credit Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

The amounts set forth above are subject to amendment in accordance with Clause 19.3(c)(ii) of the Credit Agreement; provided that the aggregate Maximum Commitment does not exceed [***].

1 The percentage is rounded to the 1st decimal place.