EXTENSION AGREEMENT

EX-10.2 3 a15-13172_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: Matthew Massie

Ladies and Gentlemen:

Each undersigned Lender hereby agrees to extend, effective June 1, 2015 (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, supplemented or otherwise modified from time to time, the “Credit Agreement”) for one year to May 5, 2019 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 a Lender


	By:	/s/ Matthew H. Massie
	Title: Managing Director
	Name: Matthew H. Massie

[Signature Page to Extension Agreement]

	Mizuho Bank, Ltd., as a Lender


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

[Signature Page to Extension Agreement]

	Sun Trust Bank as a Lender


	By:	/s/ Doug Kennedy
	Title: Vice President
	Name: Doug Kennedy

[Signature Page to Extension Agreement]

	BMO HARRIS BANK N.A. as a Lender


	By:	/s/ Catherine Blaesing
	Title: Catherine Blaesing
	Name: Director

[Signature Page to Extension Agreement]

	Citibank, N.A., as a Lender


	By:	/s/ Maureen P. Maroney
	Title: Maureen P. Maroney
	Name: Vice President

[Signature Page to Extension Agreement]

	FIFTH THIRD BANK, as a Lender


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

[Signature Page to Extension Agreement]

	ROYAL BANK OF CANADA, as a Lender


	By:	/s/ Scott Umbs
	Title: Authorized Signatory
	Name: Scott Umbs

[Signature Page to Extension Agreement]

	Bank of America, N.A., as a Lender


	By:	/s/ Jason Cassity
	Title: Director
	Name: Jason Cassity

[Signature Page to Extension Agreement]

	Wells Fargo Bank, N.A., as a Lender


	By:	/s/ Will Eustis
	Title: Will Eustis
	Name: Director

[Signature Page to Extension Agreement]

	Santander Bank, N.A., as a Lender


	By:	/s/ Daniel O’Connor
	Title: Managing Director
	Name: Daniel O’Connor

[Signature Page to Extension Agreement]

	MUFG Union Bank, N.A., as a Lender


	By:	/s/ James Heim
	Name: James Heim
	Title: Vice President

[Signature Page to Extension Agreement]

	CREDIT SUISSE AG, NEW YORK BRANCH, as a Lender


	By:	/s/ William O’Daly
	Name: William O’Daly
	Title: Authorized Signatory

	By:	/s/ Jack Madej
	Name: Jack Madej
	Title: Authorized Signatory

[Signature Page to Extension Agreement]

	Commonwealth Bank of Australia, as a Lender


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

[Signature Page to Extension Agreement]

	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender


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

	By:	/s/ Ming K. Chu
	Name: Ming K. Chu
	Title: Vice President

[Signature Page to Extension Agreement]

	Morgan Stanley Senior Funding, Inc., as a Lender


	By:	/s/ Michael King
	Title: Michael King
	Name: Vice President

[Signature Page to Extension Agreement]

	Morgan Stanley Bank, N.A., as a Lender


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

[Signature Page to Extension Agreement]

	BNP PARIBAS, as a Lender


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

	By:	/s/ Robert Papas
	Title: Robert Papas
	Name: Director
	Transportation Group-Aviation Finance

[Signature Page to Extension Agreement]

	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender


	By:	/s/ Justine Ventrelli
	Title: Justine Ventrelli
	Name: Vice President

	By:	/s/ Thomas Jean
	Title: Thomas Jean
	Name: Director

[Signature Page to Extension Agreement]

	DBS Bank Ltd., as a Lender


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

[Signature Page to Extension Agreement]

	U.S. Bank, National Association, as a Lender


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

[Signature Page to Extension Agreement]

	Bank of the West, as a Lender


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

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

[Signature Page to Extension Agreement]

	Apple Bank for Savings, as a Lender


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

[Signature Page to Extension Agreement]

	City National Bank, as a Lender


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

[Signature Page to Extension Agreement]

	Mega International Commercial Bank Co., Ltd New York Branch, as a Lender


	By:	/s/ Angela Chen
	Title: VP & Deputy GM
	Name: Angela Chen

[Signature Page to Extension Agreement]

	East West Bank, as a Lender


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

[Signature Page to Extension Agreement]

	One West Bank N.A., as Lender


	By:	/s/ John Farrace
	Title: EVP
	Name: John Farrace

[Signature Page to Extension Agreement]

	United Bank as a Lender


	By:	/s/ David C. Paulson
	Title: EVP, Head of Wholesale Banking
	Name: David C. Paulson

[Signature Page to Extension Agreement]

Agreed and Accepted:


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


By:	/s/ Matthew H. Massie
	Title: Managing Director
	Name: Matthew H. Massie

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: Senior Vice President & Chief Financial Officer
	Name: Gregory B. Willis