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Air Lease Corp. – ‘10-K’ for 12/31/21 – ‘EX-10.31’

On: Thursday, 2/17/22, at 4:03pm ET · For: 12/31/21 · Accession #: 1628280-22-3016 · File #: 1-35121

Previous ‘10-K’: ‘10-K’ on 2/22/21 for 12/31/20 · Next: ‘10-K’ on 2/16/23 for 12/31/22 · Latest: ‘10-K’ on 2/15/24 for 12/31/23 · 58 References:

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/17/22  Air Lease Corp.                   10-K       12/31/21  105:12M                                    Workiva Inc Wde… FA01/FA

Annual Report — Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.54M 
 8: EX-10.134   Material Contract                                   HTML     65K 
 9: EX-10.135   Material Contract                                   HTML    106K 
10: EX-10.150   Material Contract                                   HTML     69K 
11: EX-10.151   Material Contract                                   HTML     89K 
12: EX-10.157   Material Contract                                   HTML     44K 
13: EX-10.165   Material Contract                                   HTML     44K 
14: EX-10.170   Material Contract                                   HTML     76K 
15: EX-10.171   Material Contract                                   HTML     41K 
 2: EX-10.31    Material Contract                                   HTML     43K 
 3: EX-10.32    Material Contract                                   HTML     42K 
 4: EX-10.33    Material Contract                                   HTML     40K 
 5: EX-10.65    Material Contract                                   HTML     69K 
 6: EX-10.66    Material Contract                                   HTML    154K 
 7: EX-10.98    Material Contract                                   HTML    262K 
16: EX-21.1     Subsidiaries List                                   HTML     27K 
17: EX-23.1     Consent of Expert or Counsel                        HTML     26K 
18: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
19: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
20: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
21: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
27: R1          Cover Page                                          HTML     98K 
28: R2          Audit Information                                   HTML     32K 
29: R3          Consolidated Balance Sheets                         HTML    110K 
30: R4          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
31: R5          Consolidated Statements of Income and Other         HTML    139K 
                Comprehensive Income                                             
32: R6          Consolidated Statements of Shareholders' Equity     HTML     97K 
33: R7          Consolidated Statements of Shareholders' Equity     HTML     29K 
                (Parenthetical)                                                  
34: R8          Consolidated Statements of Cash Flows               HTML    129K 
35: R9          Consolidated Statements of Cash Flows               HTML     29K 
                (Parenthetical)                                                  
36: R10         Summary of Significant Accounting Policies          HTML     70K 
37: R11         Debt Financing                                      HTML     65K 
38: R12         Interest Expense                                    HTML     39K 
39: R13         Shareholders' Equity                                HTML     55K 
40: R14         Rental Income                                       HTML     98K 
41: R15         Concentration of Risk                               HTML    105K 
42: R16         Income Tax                                          HTML     90K 
43: R17         Commitments and Contingencies                       HTML     71K 
44: R18         Net Earnings Per Share                              HTML     56K 
45: R19         Fair Value Measurements                             HTML     33K 
46: R20         Stock-based Compensation                            HTML     73K 
47: R21         Aircraft Under Management                           HTML     31K 
48: R22         Net Investment in Sales-type Lease                  HTML     39K 
49: R23         Update on COVID-19 Pandemic Impact                  HTML     32K 
50: R24         Subsequent Events                                   HTML     37K 
51: R25         Summary of Significant Accounting Policies          HTML     94K 
                (Policies)                                                       
52: R26         Summary of Significant Accounting Policies          HTML     34K 
                (Tables)                                                         
53: R27         Debt Financing (Tables)                             HTML     58K 
54: R28         Interest Expense (Tables)                           HTML     39K 
55: R29         Shareholders' Equity (Tables)                       HTML     48K 
56: R30         Rental Income (Tables)                              HTML    100K 
57: R31         Concentration of Risk (Tables)                      HTML    107K 
58: R32         Income Tax (Tables)                                 HTML    100K 
59: R33         Commitments and Contingencies (Tables)              HTML     68K 
60: R34         Net Earnings Per Share (Tables)                     HTML     54K 
61: R35         Stock-based Compensation (Tables)                   HTML     69K 
62: R36         Net Investment in Sales-type Lease (Tables)         HTML     40K 
63: R37         Subsequent Events (Tables)                          HTML     36K 
64: R38         Summary of Significant Accounting Policies -        HTML     74K 
                Narrative (Details)                                              
65: R39         Summary of Significant Accounting Policies - Cash   HTML     37K 
                and Cash Equivalents and Restricted Cash (Details)               
66: R40         Debt Financing - Consolidated Debt (Details)        HTML     48K 
67: R41         Debt Financing - Secured Obligations (Details)      HTML     38K 
68: R42         Debt Financing - Narrative (Details)                HTML    106K 
69: R43         Debt Financing - Maturities of Debt Outstanding     HTML     47K 
                (Details)                                                        
70: R44         Interest Expense (Details)                          HTML     39K 
71: R45         Shareholders' Equity - Narrative (Details)          HTML     98K 
72: R46         Shareholders' Equity - Preferred Stock Issued and   HTML     56K 
                Outstanding (Details)                                            
73: R47         Rental Income - Minimum Future Rentals on           HTML     42K 
                Non-Cancellable Operating Leases of Flight                       
                Equipment (Details)                                              
74: R48         Rental Income - Narrative (Details)                 HTML     28K 
75: R49         Rental Income - Lease terminations by Aircraft      HTML    114K 
                Type for Operating Lease Portfolio (Details)                     
76: R50         Concentration of Risk - Narrative (Details)         HTML     32K 
77: R51         Concentration of Risk - Regional Concentration      HTML     52K 
                Based on Net Book Value (Details)                                
78: R52         Concentration of Risk - Regional Concentration      HTML     51K 
                Based on Number of Customers (Details)                           
79: R53         Concentration of Risk - Rental Revenue and          HTML     54K 
                Percentage of Rental Flight Equipment Revenues                   
                (Details)                                                        
80: R54         Income Tax - Provision for Income Taxes (Details)   HTML     48K 
81: R55         Income Tax - Differences Between the Provision for  HTML     55K 
                Income Taxes and Income Taxes at the Statutory                   
                Federal Income Tax Rate (Details)                                
82: R56         Income Tax - Narrative (Details)                    HTML     39K 
83: R57         Income Tax - Net Deferred Tax Assets (Liabilities)  HTML     55K 
                (Details)                                                        
84: R58         Income Tax - Net Operating Loss and Tax Credit      HTML     35K 
                Carryforwards Expiration (Details)                               
85: R59         Commitments and Contingencies - Narrative           HTML     54K 
                (Details)                                                        
86: R60         Commitments and Contingencies - Aircraft            HTML     84K 
                Acquisition (Details)                                            
87: R61         Commitments and Contingencies - Aircraft            HTML     40K 
                Acquisition at Aggregate Purchase Price (Details)                
88: R62         Net Earnings Per Share - Narrative (Details)        HTML     38K 
89: R63         Net Earnings Per Share - Reconciliation of Basic    HTML     77K 
                and Diluted Net Income per Share (Details)                       
90: R64         Fair Value Measurements (Details)                   HTML     40K 
91: R65         Stock-based Compensation - Narrative (Details)      HTML     94K 
92: R66         Stock-based Compensation - Unvested Restricted      HTML     55K 
                Stock Units Activity (Details)                                   
93: R67         Stock-based Compensation - Stock Options Activity   HTML     62K 
                (Details)                                                        
94: R68         Aircraft Under Management (Details)                 HTML     61K 
95: R69         Net Investment in Sales-type Lease - Narrative      HTML     32K 
                (Details)                                                        
96: R70         Net Investment in Sales-type Lease - Components of  HTML     35K 
                Investment in Sales-Type Leases, Net (Details)                   
97: R71         Net Investment in Sales-type Lease - Future         HTML     43K 
                Minimum Lease Payments to be Received on                         
                Sales-type Lease (Details)                                       
98: R72         Update on COVID-19 Pandemic Impact (Details)        HTML     38K 
99: R73         Subsequent Events - Dividends Declared (Details)    HTML     41K 
100: R74         Subsequent Events - Narrative (Details)             HTML     41K  
103: XML         IDEA XML File -- Filing Summary                      XML    167K  
101: XML         XBRL Instance -- al-20211231_htm                     XML   2.52M  
102: EXCEL       IDEA Workbook of Financial Reports                  XLSX    111K  
23: EX-101.CAL  XBRL Calculations -- al-20211231_cal                 XML    236K 
24: EX-101.DEF  XBRL Definitions -- al-20211231_def                  XML    796K 
25: EX-101.LAB  XBRL Labels -- al-20211231_lab                       XML   1.90M 
26: EX-101.PRE  XBRL Presentations -- al-20211231_pre                XML   1.17M 
22: EX-101.SCH  XBRL Schema -- al-20211231                           XSD    211K 
104: JSON        XBRL Instance as JSON Data -- MetaLinks              421±   619K  
105: ZIP         XBRL Zipped Folder -- 0001628280-22-003016-xbrl      Zip    558K

‘EX-10.31’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Document

Exhibit 10.31

NEW LENDER SUPPLEMENT

SUPPLEMENT, dated as of November 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 $175,000,000.

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:

Scotiabank (Ireland) Designated Activity Company

IFSC House, IFSC

Dublin 1, D01 R2P9

Ireland

Attention: Michael Weinberg / Maxime Comeau

Telephone: +353 (1) 790 2037 / +353 (1) 790 2147

Email: michael.weinberg@scotiabank.ie / maxime.comeau@scotiabank.ie

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.

SCOTIABANK (IRELAND) DESIGNATED ACTIVITY COMPANY

By:

/s/ Michael Weinberg

Name: Michael Weinberg

Title: Associate Director

By:

/s/ Maxime Comeau

Name: Maxime Comeau

Title: Managing Director

[Signature Page to Scotiabank 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 Scotiabank 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 Scotiabank New Lender Supplement]

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	5/5/25
Filed on:	2/17/22	4, 8-K
For Period end:	12/31/21	5
	11/22/21
	4/29/21	8-K
	5/3/19	8-K
	5/2/18	8-K
	5/2/17
	5/27/16	8-K
	6/1/15	8-K
	5/5/14	4
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/24  Air Lease Corp.                   10-K       12/31/23   98:10M                                    Workiva Inc Wde… FA01/FA
 2/16/23  Air Lease Corp.                   10-K       12/31/22  101:12M                                    Workiva Inc Wde… FA01/FA

56 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/04/21  Air Lease Corp.                   10-Q        9/30/21   70:7.3M                                   Workiva Inc Wde… FA01/FA
10/13/21  Air Lease Corp.                   8-K:3,5,9  10/11/21   14:335K                                   Donnelley … Solutions/FA
 8/05/21  Air Lease Corp.                   10-Q        6/30/21   68:6.6M                                   Workiva Inc Wde… FA01/FA
 5/07/21  Air Lease Corp.                   8-K:8,9     5/07/21   14:952K                                   Donnelley … Solutions/FA
 4/30/21  Air Lease Corp.                   8-K:1,2,7,9 4/29/21   13:965K                                   Donnelley … Solutions/FA
 3/02/21  Air Lease Corp.                   8-K:3,5,9   3/02/21   14:335K                                   Donnelley … Solutions/FA
 2/22/21  Air Lease Corp.                   10-K       12/31/20   83:13M                                    Toppan Merrill Bridge/FA
11/09/20  Air Lease Corp.                   10-Q        9/30/20   61:6.5M                                   Toppan Merrill Bridge/FA
 8/06/20  Air Lease Corp.                   10-Q        6/30/20   62:6.6M                                   Toppan Merrill Bridge/FA
 5/07/20  Air Lease Corp.                   10-Q        3/31/20   61:8.1M                                   Toppan Merrill Bridge/FA
 2/14/20  Air Lease Corp.                   10-K       12/31/19   86:17M                                    Toppan Merrill Bridge/FA
11/07/19  Air Lease Corp.                   10-Q        9/30/19   59:6.1M                                   Toppan Merrill Bridge/FA
 8/08/19  Air Lease Corp.                   10-Q        6/30/19   64:8.6M                                   Toppan Merrill Bridge/FA
 6/07/19  Air Lease Corp.                   8-K:5,9     6/05/19    4:99K                                    Donnelley … Solutions/FA
 5/09/19  Air Lease Corp.                   10-Q        3/31/19   59:7.7M                                   Toppan Merrill Bridge/FA
 5/09/19  Air Lease Corp.                   8-K:1,2,7,9 5/03/19    3:404K                                   Donnelley … Solutions/FA
 3/04/19  Air Lease Corp.                   8-A12B                 3:107K                                   Donnelley … Solutions/FA
 2/21/19  Air Lease Corp.                   10-K       12/31/18   81:14M                                    Toppan Merrill Bridge/FA
11/20/18  Air Lease Corp.                   8-K:8,9    11/20/18    5:894K                                   Donnelley … Solutions/FA
11/20/18  Air Lease Corp.                   POSASR     11/20/18    5:1.1M                                   Donnelley … Solutions/FA
11/14/18  Air Lease Corp.                   8-K:5,9    11/07/18    2:52K                                    Donnelley … Solutions/FA
11/08/18  Air Lease Corp.                   10-Q        9/30/18   59:10M                                    Toppan Merrill Bridge/FA
 9/17/18  Air Lease Corp.                   8-K:1,2,9   9/17/18    4:377K                                   Donnelley … Solutions/FA
 8/09/18  Air Lease Corp.                   10-Q        6/30/18   56:5.3M                                   Toppan Merrill Bridge/FA
 6/18/18  Air Lease Corp.                   8-K:1,2,9   6/18/18    3:205K                                   Donnelley … Solutions/FA
 5/10/18  Air Lease Corp.                   10-Q        3/31/18   60:6.3M                                   Toppan Merrill Bridge/FA
 5/03/18  Air Lease Corp.                   8-K:1,2,7,9 5/02/18    3:678K                                   Donnelley … Solutions/FA
 3/27/18  Air Lease Corp.                   8-K:5,9     3/26/18    2:117K                                   Donnelley … Solutions/FA
 2/22/18  Air Lease Corp.                   10-K       12/31/17   77:13M                                    Toppan Merrill Bridge/FA
 1/16/18  Air Lease Corp.                   8-K:1,2,9   1/16/18    4:396K                                   Donnelley … Solutions/FA
11/20/17  Air Lease Corp.                   8-K:1,2,9  11/20/17    4:373K                                   Donnelley … Solutions/FA
11/09/17  Air Lease Corp.                   10-Q        9/30/17   60:8.6M                                   Toppan Merrill Bridge/FA
 8/03/17  Air Lease Corp.                   10-Q        6/30/17   62:10M                                    Toppan Merrill Bridge/FA
 6/12/17  Air Lease Corp.                   8-K:1,2,9   6/12/17    3:208K                                   Donnelley … Solutions/FA
 5/04/17  Air Lease Corp.                   10-Q        3/31/17   66:10M                                    Toppan Merrill Bridge/FA
 3/08/17  Air Lease Corp.                   8-K:1,2,9   3/08/17    3:233K                                   Donnelley … Solutions/FA
 2/23/17  Air Lease Corp.                   10-K       12/31/16   79:15M                                    Toppan Merrill Bridge/FA
 9/02/16  Air Lease Corp.                   10-Q/A      3/31/15    5:3.3M                                   Toppan Merrill Bridge/FA
 8/15/16  Air Lease Corp.                   8-K:1,2,9   8/15/16    3:359K                                   Toppan Merrill/FA
 8/04/16  Air Lease Corp.                   10-Q        6/30/16   73:13M                                    Toppan Merrill Bridge/FA
 6/01/16  Air Lease Corp.                   8-K:1,2,7,9 5/27/16    4:1M                                     Toppan Merrill/FA
 2/25/16  Air Lease Corp.                   10-K       12/31/15   74:11M                                    Toppan Merrill Bridge/FA
11/05/15  Air Lease Corp.                   10-Q        9/30/15   56:5.3M                                   Toppan Merrill Bridge/FA
 6/02/15  Air Lease Corp.                   8-K:1,2,9   6/01/15    4:358K                                   Toppan Merrill/FA
 5/07/15  Air Lease Corp.                   10-Q        3/31/15   60:7.2M                                   Toppan Merrill/FA
 2/26/15  Air Lease Corp.                   10-K       12/31/14   75:12M                                    Toppan Merrill-FA
11/06/14  Air Lease Corp.                   10-Q        9/30/14   56:8.1M                                   Toppan Merrill/FA
 9/16/14  Air Lease Corp.                   8-K:1,2,9   9/16/14    4:684K                                   Toppan Merrill/FA
 5/08/14  Air Lease Corp.                   10-Q        3/31/14   53:6.7M                                   Toppan Merrill/FA
11/07/13  Air Lease Corp.                   10-Q        9/30/13   51:15M                                    Toppan Merrill/FA
 5/09/13  Air Lease Corp.                   10-Q        3/31/13   48:10M                                    Toppan Merrill/FA
10/12/12  Air Lease Corp.                   S-3ASR     10/12/12    6:1.6M                                   Toppan Merrill-FA
 8/09/12  Air Lease Corp.                   10-Q        6/30/12   47:10M                                    Toppan Merrill/FA
 3/25/11  Air Lease Corp.                   S-1/A                  7:2.6M                                   Donnelley … Solutions/FA
 2/22/11  Air Lease Corp.                   S-1/A                 11:2.3M                                   Donnelley … Solutions/FA
 1/14/11  Air Lease Corp.                   S-1¶                  16:3.3M                                   Donnelley … Solutions/FA

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Filing Submission 0001628280-22-003016 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Air Lease Corp. – ‘10-K’ for 12/31/21 – ‘EX-10.31’

On: Thursday, 2/17/22, at 4:03pm ET · For: 12/31/21 · Accession #: 1628280-22-3016 · File #: 1-35121

Annual Report — Form 10-KFiling Table of Contents

‘EX-10.31’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

2 Subsequent Filings that Reference this Filing

56 Previous Filings that this Filing References

Annual Report — Form 10-K

Filing Table of Contents