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Exhibit 10.2
AMENDMENT NO. 1 TO
AIRCRAFTLEASEAGREEMENT
This Amendment No. 1 to the Aircraft Lease Agreement (the “Amendment”) is made
and entered into this April 6, 2026 between Falstaff Partners LLC (“Lessor”) and
Carlyle Investment Management L.L.C. (“Lessee”) and relates to the Aircraft Lease
Agreement(the“LeaseAgreement”)enteredintobyandbetweenLessorandLessee
on April 21, 2025.
WHEREAS, Lessee and Lessor haveentered into the LeaseAgreement to provide for
theleaseofone(1)GulfstreamAerospaceCorp.modelGVI(G650ER)aircraftbearing
U.S.registrationnumberN524EA,andmanufacturer'sserialnumber6444(asfurther
definedintheLeaseAgreement,the“Aircraft”)byLessortoLesseeonthetermsand
conditions provided for therein; and
WHEREAS,LesseeandLessoragreetomakecertainamendmentstotheLease
Agreement;
NOW, THEREFORE, in consideration of and subject to the mutual covenants, terms
andconditionscontainedinthisAmendmentandforgoodandvaluableconsideration,
which is hereby acknowledged, Lessee and Lessor agree to the following:
1.Definitions.Capitalizedtermsnotdefinedhereinshallhavethemeaningsascribed
to such terms in the Lease Agreement.
2.Amendments.
(a)Hull.Section8.2isherebydeletedinitsentiretyandreplacedwiththe
following provision:
Lessor,incoordinationwiththeOtherNon-ExclusiveLessee(s)pursuantto
Section2.4hereof,and atno costorexpense toLessee, shallmaintain,or
cause to be maintained, all risks aircraft hull insurance in the amount of no
less than Fifty One Million United States Dollars (US$51,000,000.00) (or
such other amount as agreed by the parties hereto from time to time), and
suchinsuranceshallnameLessorandanyfirstlienmortgageholderasloss
payees as their interests may appear.
3.Miscellaneous.Exceptasmodifiedherein,alltermsandconditionsoftheLease
Agreement shall remain in full force and effect and this Amendment and the Lease
Agreement shall be considered to be the Lease Agreement as of the date hereof.
4.Counterparts.ThisAmendmentmaybeexecutedintwoormorecounterparts,each
of which shall be an original, but all of which shall constitute but one and the same
instrument.
[SignaturePagefollows]
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IN WITNESS WHEREOF, Lessor and Lessee have caused this Amendment No.
1 to the Lease Agreement to be executed by their duly authorized representatives as of
the date first above written.
| LESSEE: | LESSOR: |
| CarlyleInvestmentManagementL.L.C. | FalstaffPartners LLC |
| By: /s/ Jeffrey W. Ferguson | By: /s/ C. Anthony Shippam |
| Name: Jeffrey W. Ferguson | Name: C. Anthony Shippam |
| Its: General Counsel | Its: Manager |