EXTENSION AGREEMENT

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

000 Xxxxxxx Xxxxxxxxxx 0/Xxx0

Xxxxxx, XX 00000

Attention:  Xxxxx Xxxxxxxxx

With a copy to:

JPMorgan Chase Bank, N.A.

000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Attention:  Xxxxxx Xxxxxx

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/ Xxxxxx X. Xxxxxx
	Name:  Xxxxxx X. Xxxxxx
	Title:     Executive Director

	Bank of America, N.A., as Lender
	By:	/s/ Xxxxxxx Soo
	Name:  Xxxxxxx Soo
	Title:     Director

	Citibank, N.A. as Lender
	By:	/s/ Xxxxxx Xxxxxxxx
	Name:  Xxxxxx Xxxxxxxx
	Title:     Vice President

	Mizuho Bank, Ltd., as Lender
	By:	/s/ Xxxxx XxXxxxxxxxx
	Name:  Xxxxx XxXxxxxxxxx
	Title:     Authorized Signatory

	BMO Xxxxxx Bank N.A., as Lender
	By:	/s/ Xxx Xxxx
	Name:  Xxx Xxxx
	Title:     Vice President

	BNP Paribas, as Lender
	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title:    Director
	By:	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title:    Managing Director

	Bank of the West, as Lender
	By:	/s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx
	Title:    Managing Director
	By:	/s/ Xxxxx X. Xxxxxx
	Name: Xxxxx X. Xxxxxx
	Title:    Director

	Suntrust Bank, as Lender
	By:	/s/ Xxxx Xxxxxxx
	Name:  Xxxx Xxxxxxx
	Title:     Director

	Fifth Third Bank, as Lender
	By:	/s/ Xxxxx Xxxxxx
	Name:  Xxxxx Xxxxxx
	Title:     Managing Director

	Industrial and Commercial Bank of China Limited, New York Branch, as Lender
	By:	/s/ Xxxxxxx Xxxx
	Name: Xxxxxxx Xxxx
	Title:   Director
	By:	/s/ Xxxxxx Xxxx
	Name: Xxxxxxx Xxxx
	Title:    Managing Director

	MUFG Union Bank, N.A., as Lender
	By:	/s/ Xxxx Xxxxxx
	Name:  Xxxx Xxxxxx
	Title:    Director

	Royal Bank of Canada, as Lender
	By:	/s/ Xxxx Grew
	Name:  Xxxx Xxxxxx
	Title:    Authorized Signatory

	Santander Bank, N.A., as Lender
	By:	/s/ Xxxxxxx Xxxx
	Name:  Xxxxxxx Xxxx
	Title:    Managing Director

	Xxxxx Fargo Bank N.A., as Lender
	By:	/s/ Yezdan Badrakhan
	Name:  Yezdan Badrakhan
	Title:     Vice President

	Commonwealth Bank of Australia, as Lender
	By:	/s/ Xxxxx X. Xxxxxx
	Name:  Xxxxx X. Xxxxxx
	Title:     Head of Americas Origination Structured Asset Finance

	Deutsche Bank AG New York Branch, as Lender
	By:	/s/ Xxxxxxxx Xxxxxxx
	Name: Xxxxxxxx Xxxxxxx
	Title:   Vice President
	By:	/s/ Xxxx X. Xxx
	Name: Xxxx X. Xxx
	Title:    Director

	Xxxxxx Xxxxxxx Bank, N.A., as Lender
	By:	/s/ Xxxxxxx Xxxx
	Name:  Xxxxxxx Xxxx
	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/ Xxxxxxxx X. Xxxxx
	Name:		Xxxxxxxx X. Xxxxx
	Title:		Senior Vice President

	Lloyds Bank, as Lender
	By:	/s/ Xxxxx Xxxxx
	Name:		Xxxxx Xxxxx
	Title:		Senior Vice President
	By:	/s/ Xxxxxxxx Xxxxxx
	Name:		Xxxxxxxx Xxxxxx
	Title:		Manager

	Credit Agricole Corporate and Investment Bank, as Lender
	By:	/s/ Xxxxxxxxx Xxxx
	Name:		Xxxxxxxxx Xxxx
	Title:		Managing Director
	By:	/s/ Xxxxx Xxxxxxx
	Name:		Xxxxx Xxxxxxx
	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/ Xxxx X. Xxxxxxx
	Name:		Xxxx X. Xxxxxxx
	Title:		Vice President

	Citizens Bank, National Association, as Lender
	By:	/s/ Xxxxxx Wee
	Name:		Xxxxxx Wee
	Title:		Senior Vice President

	City National Bank, as Lender
	By:	/s/ Xxxx Xx
	Name:		Xxxx Xx
	Title:		Vice President

	Bank of Communications Co., Ltd., New York Branch, as Lender
	By:	/s/ Xxxxxxx He
	Name:		Xxxxxxx He
	Title:		Deputy General Manager

	Xxxxx Xxx Commercial Bank, Ltd., New York Branch, as Lender
	By:	/s/ Xxxx S.C. Yang
	Name:		Xxxx S.C. Xxxx
	Title:		Vice President & General Manager

	CIT Bank, N.A., as Lender
	By:	/s/ Xxxx Xxxxxxx
	Name:		Xxxx Xxxxxxx
	Title:		Managing Director

	East West Bank, as Lender
	By:	/s/ Xxxxx Xxxx
	Name:		Xxxxx Xxxx
	Title:		Director of Syndications

	The Royal Bank of Scotland plc, as Lender
	By:	/s/ Xxxxxxx XxXxxxx
	Name:		Xxxxxxx XxXxxxx
	Title:		Director

	United Bank, as Lender
	By:	/s/ Xxx Xxxxxxx
	Name:		Xxx Xxxxxxx
	Title:		SVP Shared Natioanal Credit

Agreed and Accepted: this 27th day of May, 2016
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:	/s/ Xxxx Xxxxx De Dios
	Title: Xxxx Xxxxx 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/ Xxxxxxx X. Xxxxxx
	Title:	Xxxxxxx X. Xxxxxx
	Name:	Senior Vice President & Chief Financial Officer