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