Amendment No. 23 to A320 NEO Family Purchase Agreement, dated December 31, 2018, by and between Air Lease Corporation and Airbus S.A.S

EXHIBIT 10.92

Confidential Treatment
Requested Pursuant to Rule 24b-2

AMENDMENT N°23

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

AMENDMENT N°23 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This Amendment N°23 (the “Amendment N°23”) dated 31 December  2018 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, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (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”.

WHEREAS:

A.   The Buyer and the Seller have signed a purchase agreement with reference CLC-CT1103377 on the 10 May 2012 for the manufacture and sale by the Seller and purchase by the Buyer of thirty-six (36) firm A320 NEO Family aircraft hereinafter together with its Exhibits and Letter Agreements referred to as the “Purchase Agreement”.

B.   The Buyer and the Seller have signed an amendment N°1 to the Purchase Agreement on the 28 December 2012 for the manufacture and sale by the Seller and purchase by the Buyer of fourteen (14) incremental A320 NEO Family aircraft referred to as “Amendment N°1”.

C.   The Seller and the Buyer have signed an amendment N°2 to the Purchase Agreement on 14 July 2014 in order to, among other things, (i) [*] and (ii) [*] referred to as “Amendment N°2”.

D.   The Buyer and the Seller have signed an amendment N°3 to the Purchase Agreement on 14 July 2014 for the manufacture and sale by the Seller and purchase by the Buyer of sixty (60) incremental A320 NEO Family aircraft referred to as “Amendment N°3”.

E.   The Buyer and the Seller have signed an amendment N°4 to the Purchase Agreement on 10 October 2014 for [*] referred to as “Amendment N°4”.

F.   The Buyer and the Seller have signed an amendment N°5 to the Purchase Agreement on 3 March 2015 for the cancellation of sixty (60) Amendment 3 NEO Aircraft and for the manufacture and sale by the Seller and purchase by the Buyer of ninety (90) incremental A321 NEO Family aircraft referred to as “Amendment N°5”.

G.   The Buyer and the Seller have signed an amendment N°6 to the Purchase Agreement on 18 March 2015 to [*] referred to as “Amendment N°6”.

H.   The Buyer and the Seller have signed an amendment N°7 to the Purchase Agreement on 9 November  2015 in order to [*] referred to as “Amendment N°7”.

I.   The Buyer and the Seller have signed an amendment N°8 to the Purchase Agreement on 08 January 2016 in order to [*] referred to as “Amendment N°8”.

J.   The Buyer and the Seller have signed an amendment N°9 to the Purchase Agreement on 04 April  2016  in order to [*] referred to as “Amendment N°9”.

K.   The Buyer and the Seller have signed an amendment N°10 to the Purchase Agreement on 12 April 2016 in order to [*] referred to as “Amendment N°10”.

L.   The Buyer and the Seller  have signed an amendment N°11 to the Purchase Agreement on 2 June 2016 in order to [*] referred to as “Amendment N°11”.

M.  The Buyer and the Seller have signed an amendment n°12 to the Purchase Agreement on 17 August 2016 in order to, among other things, (i) introduce the new A321-200NX standard specification, [*] referred to as “Amendment N°12”.

N.   The Buyer and the Seller have signed an amendment N°13 to the Purchase Agreement on 20 December 2016 in order to [*] referred to as “Amendment N°13”.

O.   The Buyer and the Seller have signed an amendment N°14 to the Purchase Agreement on 3 March 2017 in order to, among other things, [*] referred to as “Amendment N°14”.

P.   The Buyer and the Seller have signed an amendment N°15 to the Purchase Agreement on 10 April 2017 in order to, among other things, [*] referred to as “Amendment N°15”.

Q.   The Buyer and the Seller have signed an amendment N°16 to the Purchase Agreement on 19 June 2017 in order to [*] referred to as “Amendment N°16”.

R.   The Buyer and the Seller have signed an amendment N°17 to the Purchase Agreement on 19 June 2017 in order to provide for the manufacture and sale of twelve (12) incremental A320 NEO Family aircraft, referred to as “Amendment N°17”.

S.   The Buyer and the Seller have signed an amendment N°18 to the Purchase Agreement on 12 July 2017 in order to amend certain terms of Amendment N°16, referred to as “Amendment N°18”.

T.   The Buyer and the Seller have signed an amendment N°19 to the Purchase Agreement on 31 July 2017 in order [*] referred to as “Amendment N°19”.

U.   The Buyer and the Seller have signed an amendment N°20 to the Purchase Agreement on 29 September 2017 in order to [*] referred to as “Amendment N°20”.

V.   The Buyer and the Seller have signed an amendment N°21 to the Purchase Agreement on 27 December 2017 in order to provide for the manufacture and sale of six (6) incremental A320 NEO Family aircraft, referred to as “Amendment N°21”.

W.  The Buyer and the Seller have signed an amendment N°22 to the Purchase Agreement on 16 February 2018 in order to, among other things, [*] referred to as Amendment N°22”.

X.   The Parties have now decided to enter into this amendment N°23 (the “Amendment N°23”) in order to [*].

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

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°23. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.         [*]

2.         [*]

3.         DELIVERY SCHEDULE[*]

4          [*]

4.2        PRICING CONDITIONS[*]

5.         [*]

6.           INCONSISTENCY AND CONFIDENTIALITY

6.1         In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°23, 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.

6.2         This Amendment N°23 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.

6.3         This Amendment N°23 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.

7.           COUNTERPARTS

This Amendment N°23 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.

8.           LAW AND JURISDICTION

The provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°23 as if the same were set out in full herein, mutatis mutandis.

IN WITNESS WHEREOF this Amendment N°23 was entered into the day and year first above written.

APPENDIX 1 to Amendment No. 23

APPENDIX 1

DELIVERY SCHEDULE [*]

Appendix 2 to Amendment No. 23

[*]