Document

Exhibit 10.32

NEW LENDER SUPPLEMENT


SUPPLEMENT, dated as of December 22, 2021, to the Second Amended and Restated Credit Agreement, dated as of May 5, 2014, as amended by the First Amendment dated as of June 1, 2015, by the Second Amendment dated as of May 27, 2016, by the Third Amendment dated as of May 2, 2017, by the Fourth Amendment dated as of May 2, 2018, by the Fifth Amendment dated as of May 3, 2019, by the Sixth Amendment and Extension Agreement, dated as of April 29, 2021, and as further amended, supplemented or otherwise modified from time to time (the “Credit Agreement”) among AIR LEASE CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).


W I T N E S S E T H:


WHEREAS, the Credit Agreement provides in Section 2.1(c) thereof that any bank, financial institution or other entity may become a party to the Credit Agreement with the consent of the Borrower and the Administrative Agent (which consent of the Administrative Agent shall not be unreasonably withheld) by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and


WHEREAS, the undersigned now desires to become a party to the Credit Agreement;


NOW, THEREFORE, the undersigned hereby agrees as follows:


    1.  The undersigned agrees to be bound by the provisions of the Credit Agreement, and agrees that it shall, on the date this Supplement is accepted by the Borrower and the Administrative Agent (or on such other date as may be agreed upon among the undersigned, the Borrower and the Administrative Agent), become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment of $150,000,000.


    2.  The undersigned (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Sections 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreement.


3.  The undersigned hereby confirms and agrees that the Termination Date in respect of its Commitment is May 5, 2025.


4.  The address for notices for the undersigned for the purposes of the Credit Agreement is as follows:


															
		Banco Bilbao Vizcaya Argentaria, S.A. New York Branch

		1345 Ave of the Americas, 44th Floor

		Attention: C&I Banking

		Telephone: 212 -728-2382 

		Email: loan.participation@bbva.com


 








and
															
		Banco Bilbao Vizcaya Argentaria, S.A. New York Branch

		Ciudad BBVA – C/Azul – Edif ASIA – Planta 1

		Attention: Sarah Crapez

		Telephone: +34 91 374 4184

		Email: sarah.crapez@bbva.com





5.  Terms defined in the Credit Agreement shall have their defined meanings when used herein.  


6. Any signature to this Supplement may be delivered by facsimile, electronic mail (including pdf), DocuSign or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law.  For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Supplement.













IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.






									
		BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
			
			
			
			
			
			
			
		By:	/s/ Stephen Johnson
			Name: Stephen Johnson
			Title: Managing Director
			
			
			
		By:	/s/ Miriam Trautmann
		

	Name: Miriam Trautmann

		

	Title: Senior Vice President

		






									
	[Signature Page to BBVA New Lender Supplement]
















          
						
	Accepted and agreed to as of 
the date first written above:

		
	AIR LEASE CORPORATION

		
		
	By:	/s/ Gregory B. Willis
		Name: Gregory B. Willis

		Title: Executive Vice President and

		Chief Financial Officer








									
	[Signature Page to BBVA New Lender Supplement]









									
	Accepted and agreed to as of 
the date first written above:
	
			
	JPMORGAN CHASE BANK, N.A. as Administrative Agent

			
			
	By:	/s/ Cristina Caviness
	
		Name: Cristina Caviness
	
		Title: Executive Director
	




									
	[Signature Page to BBVA New Lender Supplement]