Amendment No. 14 to the A350XWB Family Purchase Agreement, dated June 30, 2020, by and between Air Lease Corporation and Airbus S.A.S

​

EXHIBIT 10.2

​

CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED

​

​

AMENDMENT N° 14

​

​

TO THE

​

​

A350 FAMILY PURCHASE AGREEMENT

​

​

BETWEEN

​

​

AIRBUS S.A.S.

​

as Seller

​

​

and

​

​

AIR LEASE CORPORATION

​

As Buyer

​

​

​

​

​

​

AMENDMENT N° 14 TO THE

A350 FAMILY PURCHASE AGREEMENT

​

This amendment N°14 (the “Amendment N°14”) dated 30 June 2020 is made

​

BETWEEN:

​

AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France (the "Seller"),

​

and

​

AIR LEASE CORPORATION, a corporation organised and existing under the laws of the State of Delaware, U.S.A., having its principal place of business at 2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067, U.S.A. (the “Buyer”).

​

The Buyer and Seller together are referred to as the “Parties” and individually as a “Party”.

​

WHEREAS:

​

A.   The Buyer and the Seller have signed a purchase agreement with reference CLC-CT1103521 on 01 February 2013 for the manufacture and sale by the Seller and purchase by the Buyer of twenty-five (25) firm A350 Family aircraft hereinafter together with its Exhibits and Letter Agreements referred to as the “Purchase Agreement”.

​

B.   On 03 March 2015, the Buyer and the Seller entered into an Amendment N°1 to the Purchase Agreement to modify the terms and conditions with respect to certain A350XWB Family Aircraft.

​

C.   On 03 March 2015, the Buyer and the Seller entered into an Amendment N°2 to the Purchase Agreement in order to, among other things, provide for the manufacture and sale by the Seller and purchase by the Buyer of one (1) incremental A350-900 Aircraft.

​

D.   On 08 September 2015, the Buyer and the Seller entered into an Amendment N°3 to the Purchase Agreement for (i) the manufacture and sale by the Seller and purchase by the Buyer of two (2) incremental A350-900 Aircraft and [*].

​

E.   On 14 April 2016, the Buyer and the Seller entered into an Amendment N°4 to the Purchase Agreement in order to (i) provide the terms by which the Seller shall manufacture and sell and the Buyer shall purchase one (1) incremental A350-900 Aircraft, and (ii) [*].

​

F.   On 25 May 2016, the Buyer and the Seller entered into an Amendment N°5 to the Purchase Agreement in order to [*].

​

G.  On 18 July 2016, the Buyer and the Seller entered into an Amendment N°6 to the Purchase Agreement in order to, among other things, (i) address specifications issues for both A350-900 Aircraft and ###-###-#### Aircraft, (ii) [*] and (iii) [*].

​

H.   On 31 July 2017, the Buyer and the Seller entered into an Amendment N°7 to the Purchase Agreement in order to [*].

​

I.    On 27 December 2017, the Buyer and the Seller entered into an Amendment N°8 to the Purchase Agreement in order to [*].

​

​

​

​

​

​

​

​

​

J.   On 01 June 2018, the Buyer and the Seller entered into an Amendment N°9 to the Purchase Agreement in order to [*].

​

K.   On 31 December 2018, the Buyer and the Seller agreed to [*].

​

L.   [*], the Buyer and the Seller have entered into an amendment N° 5 to the A330 Agreement dated as of 31 December 2018 to provide for [*].

​

M.  On 31 December 2018, the Buyer and the Seller entered into an Amendment N°10 to the Purchase Agreement in order to, among other things, (i) provide the terms under which the Seller shall manufacture and sell and the Buyer shall purchase three (3) incremental A350-900 aircraft and one (1) ###-###-#### aircraft and (ii) [*].

​

N.   On 26 April 2019, the Buyer and the Seller entered into an Amendment and Restatement Agreement of Letter Agreement N°1 to Amendment N°10 in order to cancel and replace Clause 4 of the Original Letter Agreement.

​

O.  On 15 May 2019, the Buyer and the Seller entered into an Amendment N°11 in order to [*].

​

P.   On 20 December 2019, the Buyer and the Seller entered into an Amendment N°12 in order to (i) provide the terms under which the Seller shall manufacture and sell and the Buyer shall purchase one (1) incremental A350-900 aircraft, [*].

​

Q.  On 21 February 2020, the Buyer and the Seller entered into an Amendment N°13 in order to [*].

​

The Purchase Agreement as amended and supplemented pursuant to the foregoing being referred to as the “Agreement”.

​

R.   The Parties now wish to enter into this Amendment N°14 in order to, [*]; subject to the terms and conditions set out herein.

​

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°14. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

​

NOW IT IS HEREBY AGREED AS FOLLOWS:

​

1.         [*]

​

2          [*]

​

3          [*]

​

4          INCONSISTENCY AND CONFIDENTIALITY

​

4.1       In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°14, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

​

4.2       This Amendment N°14 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral

​

​

​

​

​

and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties.

​

4.3       This Amendment N°14 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

​

5          COUNTERPARTS

​

This Amendment N°14 may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

​

6          LAW AND JURISDICTION

​

This Amendment N°14 will be governed by and construed and the performance thereof will be determined in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction.

​

The other provisions of Clause 22.6 of the Agreement shall apply to this Amendment N°14 as if the same were set out in full herein, mutatis mutandis.

​

​

​

​

​

​

IN WITNESS WHEREOF this Amendment N°14 was entered into the day and year first above written.

​

​

​

​

​

​

​

​

APPENDIX 1

​

APPENDIX 1

Delivery Schedule

​

​

​

​

​

​

​

LETTER AGREEMENT N° 1

​

​

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

June 30, 2020

​

​

Subject : SPECIFIC PROVISIONS

​

AIR LEASE CORPORATION (the “Buyer") and AIRBUS S.A.S. (the “Seller") have entered into an Amendment N°14 dated even date herewith (the “Amendment”) to the A350XWB Family Purchase Agreement dated as of 01 February 2013 (the “Agreement”), which covers, among other things, the rescheduling of the Amendment N°14 Aircraft. The Buyer and the Seller have agreed to set forth in this Letter Agreement N°1 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the Amendment N°14 Aircraft.

​

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and the Amendment.

​

The Parties agree that this Letter Agreement, upon execution thereof, shall constitute an integral, non-severable part of the Amendment, that the provisions of the Amendment are hereby incorporated herein by reference, and that if the Agreement, the Amendment and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement shall govern.

​

​

​

​

LETTER AGREEMENT N° 1

​

​

1          SPECIFIC PROVISIONS FOR AMENDMENT N°14 AIRCRAFT

​

[*]

​

2          ASSIGNMENT

​

The provisions of Clause 21 of the Agreement shall apply to this Letter Agreement as if the same were set out in full herein, mutatis mutandis.

​

3          LAW AND JURISDICTION

​

This Letter Agreement will be governed by and construed and the performance thereof will be determined in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction.

​

The other provisions of Clause 22.6 of the Purchase Agreement shall apply to this Letter Agreement as if the same were set out in full herein, mutatis mutandis.

​

​

​

​

LETTER AGREEMENT N° 1

​

​

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

​

​

​

​

​