0000950123-11-003060 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 14th, 2011 • Air Lease Corp • California

This Amendment (the “Amendment”) to that certain Employment Agreement, dated as of February 5, 2010 (the “Employment Agreement”), by and between Air Lease Corporation, a Delaware corporation with its principal place of business at 2000 Avenue of the Stars, Suite 600N, Los Angeles, California 90067 (the “Company”), and Steven F. Udvar-Házy, c/o Air Lease Corporation, 2000 Avenue of the Stars, Suite 600N, Los Angeles, California 90067 (the “Executive”), is made as of August 11, 2010.

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EMPLOYMENT AGREEMENT
Employment Agreement • January 14th, 2011 • Air Lease Corp • California

EMPLOYMENT AGREEMENT dated as of February 5, 2010 (the “Effective Date”), by and between Air Lease Corporation, a Delaware corporation with its principal place of business at 2000 Avenue of the Stars, Suite 600N, Los Angeles, California 90067 (the “Company”), and Steven F. Udvar-Házy, c/o Air Lease Corporation, 2000 Avenue of the Stars, Suite 600N, Los Angeles, California 90067 (the “Executive”).

WAREHOUSE LOAN AGREEMENT Dated as of May 26, 2010 among ALC WAREHOUSE BORROWER, LLC, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and CREDIT SUISSE AG, NEW YORK BRANCH, as Agent
Warehouse Loan Agreement • January 14th, 2011 • Air Lease Corp • New York

This WAREHOUSE LOAN AGREEMENT, dated as of May 26, 2010 (this “Agreement”), among ALC WAREHOUSE BORROWER, LLC, a Delaware limited liability company (the “Borrower”), THE LENDERS FROM TIME TO TIME PARTY HERETO, and CREDIT SUISSE AG, NEW YORK BRANCH, a Swiss banking corporation acting through its New York branch (“Credit Suisse”), as Agent (in such capacity, the “Agent”).

PLEDGE AND SECURITY AGREEMENT Dated as of May 26, 2010 among AIR LEASE CORPORATION, as Parent, ALC WAREHOUSE BORROWER, LLC, as Borrower, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, DEUTSCHE BANK TRUST COMPANY AMERICAS, as...
Pledge and Security Agreement • January 14th, 2011 • Air Lease Corp • New York

This PLEDGE AND SECURITY AGREEMENT, dated as of May 26, 2010 (this “Security Agreement”), is among AIR LEASE CORPORATION, a Delaware corporation (“Parent”), ALC WAREHOUSE BORROWER, LLC, a Delaware limited liability company (the “Borrower”), each AIRCRAFT SUBSIDIARY that becomes a party hereto through execution and delivery of an AS Joinder and Security Agreement Supplement (Parent, the Borrower and each such Aircraft Subsidiary, individually a “Grantor” and collectively the “Grantors”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as collateral agent (together with its successor(s) thereto in such capacity, the “Collateral Agent”) for each Protected Party, and CREDIT SUISSE AG, NEW YORK BRANCH, as agent for the Lenders under the Warehouse Agreement (as defined below) (the “Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 14th, 2011 • Air Lease Corp • New York

This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of June 1, 2010, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 40,500,000 shares of Common Stock (plus an additional 10,000,000 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.

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