EXTENSION AGREEMENT

EX-10.2 3 a16-12463_1ex10d2.htm EX-10.2

Exhibit 10.2

Execution Version

EXTENSION AGREEMENT

JPMorgan Chase Bank, N.A.,
   as Administrative
   Agent under the Credit Agreement
   referred to below
Loan & Agency Group

500 Stanton Christiana 3/Ops2

Newark, DE 19713

Attention: Emily Cousineau

With a copy to:

JPMorgan Chase Bank, N.A.

383 Madison Avenue, 24th Floor
New York, NY 10179

Attention: Robert Kellas

Ladies and Gentlemen:

Each undersigned Lender hereby agrees to extend, effective May 27, 2016 (the “Extension Effective Date”), its Termination Date under the Second Amended and Restated Credit Agreement, dated as of May 5, 2014, among Air Lease Corporation, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended by the First Amendment dated as of June 1, 2015, by the Second Amendment dated as of the Extension Effective Date and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) to May 5, 2020 pursuant to Section 2.1(g) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

This Extension Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Remainder of page intentionally left blank.]

	JPMorgan Chase Bank, N.A. as Lender


	By:	/s/ Robert P. Kellas
	Name: Robert P. Kellas
	Title: Executive Director

	Bank of America, N.A., as Lender


	By:	/s/ William Soo
	Name: William Soo
	Title: Director

	Citibank, N.A. as Lender


	By:	/s/ Joseph Shanahan
	Name: Joseph Shanahan
	Title: Vice President

	Mizuho Bank, Ltd., as Lender


	By:	/s/ Donna DeMagistris
	Name: Donna DeMagistris
	Title: Authorized Signatory

	BMO Harris Bank N.A., as Lender


	By:	/s/ Dan Ryan
	Name: Dan Ryan
	Title: Vice President

	BNP Paribas, as Lender


	By:	/s/ Robert Papas
	Name: Robert Papas
	Title: Director

	By:	/s/ Eric Chilton
	Name: Eric Chilton
	Title: Managing Director

	Bank of the West, as Lender


	By:	/s/ Sidney Jordan
	Name: Sidney Jordan
	Title: Managing Director

	By:	/s/ David G. Kronen
	Name: David G. Kronen
	Title: Director

	Suntrust Bank, as Lender


	By:	/s/ Doug Kennedy
	Name: Doug Kennedy
	Title: Director

	Fifth Third Bank, as Lender


	By:	/s/ Aimee Nelson
	Name: Aimee Nelson
	Title: Managing Director

	Industrial and Commercial Bank of China Limited, New York Branch, as Lender


	By:	/s/ Jeffery Roth
	Name: Jeffery Roth
	Title: Director

	By:	/s/ Shulin Peng
	Name: Shuling Peng
	Title: Managing Director

	MUFG Union Bank, N.A., as Lender


	By:	/s/ Eric George
	Name: Eric George
	Title: Director

	Royal Bank of Canada, as Lender


	By:	/s/ Brij Grew
	Name: Brij Grewal
	Title: Authorized Signatory

	Santander Bank, N.A., as Lender


	By:	/s/ William Maag
	Name: William Maag
	Title: Managing Director

	Wells Fargo Bank N.A., as Lender


	By:	/s/ Yezdan Badrakhan
	Name: Yezdan Badrakhan
	Title: Vice President

	Commonwealth Bank of Australia, as Lender


	By:	/s/ James M. Miller
	Name: James M. Miller
	Title: Head of Americas Origination Structured Asset Finance

	Deutsche Bank AG New York Branch, as Lender


	By:	/s/ Virginia Cosenza
	Name: Virginia Cosenza
	Title: Vice President

	By:	/s/ Ming K. Chu
	Name: Ming K. Chu
	Title: Director

	Morgan Stanley Bank, N.A., as Lender


	By:	/s/ Michael King
	Name: Michael King
	Title: Authorized Signatory

	Bank of China, Los Angeles Branch, as Lender


	By:	/s/ Yong Ou
	Name: Yong Ou
	Title: Senior Vice President & Deputy Branch Manager

Apple Bank for Savings, as Lender


By:	/s/ Jonathan C. Byron
Name:		Jonathan C. Byron
Title:		Senior Vice President

Lloyds Bank, as Lender


By:	/s/ Daven Popat
Name:		Daven Popat
Title:		Senior Vice President

By:	/s/ Veronica Cranny
Name:		Veronica Cranny
Title:		Manager

Credit Agricole Corporate and Investment Bank, as Lender


By:	/s/ Yevgeniya Levy
Name:		Yevgeniya Levy
Title:		Managing Director

By:	/s/ Brian Bolotin
Name:		Brian Bolotin
Title:		Managing Director

DBS Bank Ltd., as Lender


By:	/s/ Ong Sie Wei
Name:		Ong Sie Wei
Title:		Senior Vice President

U.S. Bank, National Association, as Lender


By:	/s/ Gary P. Terrasi
Name:		Gary P. Terrasi
Title:		Vice President

Citizens Bank, National Association, as Lender


By:	/s/ Darran Wee
Name:		Darran Wee
Title:		Senior Vice President

City National Bank, as Lender


By:	/s/ Eric Lo
Name:		Eric Lo
Title:		Vice President

Bank of Communications Co., Ltd., New York Branch, as Lender


By:	/s/ Shelley He
Name:		Shelley He
Title:		Deputy General Manager

Chang Hwa Commercial Bank, Ltd., New York Branch, as Lender


By:	/s/ Jane S.C. Yang
Name:		Jane S.C. Yang
Title:		Vice President & General Manager

CIT Bank, N.A., as Lender


By:	/s/ John Farrace
Name:		John Farrace
Title:		Managing Director

East West Bank, as Lender


By:	/s/ Kandy Hung
Name:		Kandy Hung
Title:		Director of Syndications

The Royal Bank of Scotland plc, as Lender


By:	/s/ William McGinty
Name:		William McGinty
Title:		Director

United Bank, as Lender


By:	/s/ Tom Wolcott
Name:		Tom Wolcott
Title:		SVP Shared Natioanal Credit

Agreed and Accepted: this 27th day of May, 2016


JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

By:	/s/ Gene Riego De Dios
	Title: Gene Riego De Dios
	Name: Vice President

Agreed and Accepted:

Pursuant to the requirements of Section 2.1(g) of the Credit Agreement, we hereby confirm that:

(a) The representations and warranties of the Borrower set forth in each of the Loan Documents to which it is a party or which are contained in any notice or certificate delivered in connection therewith are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Extension Effective Date, as if made on and as of each such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (provided that any representation or warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date; and

(b) No Default or Event of Default has occurred and is continuing as of the Extension Effective Date.

AIR LEASE CORPORATION


By:	/s/ Gregory B. Willis
	Title:	Gregory B. Willis
	Name:	Senior Vice President & Chief Financial Officer