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