Amendment No. 19 to A320 NEO Family Purchase Agreement, dated July 31, 2017, by and between Air Lease Corporation and Airbus S.A.S

EXHIBIT 10.2

Confidential Treatment

Requested Pursuant to Rule 24b-2

AMENDMENT N° 19

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

AMENDMENT N° 19 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This amendment N° 19 (the “Amendment N° 19”) dated 31 July 2017 is made

BETWEEN:

AIRBUS S.A.S., a French société par actions simplifiée with a share capital of EUR 3,226,781, with its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 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 10th 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 and as further amended from time to time referred to as the “Agreement”.

B.   The Buyer and the Seller have signed an amendment No. 1 to the Agreement on the 28th 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 No. 2 to the Agreement on the 14th of July 2014 to (i) [*] and (ii) [*]; referred to as “Amendment N°2”. 

D.   The Buyer and the Seller have signed an amendment No. 3 to the Agreement on 14th 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 No. 4 to the Agreement on 10th of October 2014 [*]  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”.

*     Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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 09 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 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 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 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 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 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 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 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 on 12 July 2017 in order to amend certain terms of Amendment N°16, referred to as “Amendment N°18”.

T.   The Parties now wish to [*].

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N° 19. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

*     Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.          [*]

2.          INCONSISTENCY AND CONFIDENTIALITY

2.1        In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N° 19, 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.

2.2       This Amendment N° 19 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.

2.3        This Amendment N° 19 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.

3.          COUNTERPARTS

This Amendment N° 19 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.

4.          LAW AND JURISDICTION

This Amendment N° 19 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 provisions of Clause 22.6 of the Agreement shall apply to this Amendment N° 19 as if the same were set out in full herein, mutatis mutandis.

*     Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

IN WITNESS WHEREOF this Amendment N° 19 was entered into the day and year first above written.

Air Lease Corporation

Subject:     [*]

AIR LEASE CORPORATION (the “Buyer") and AIRBUS S.A.S. (the “Seller") have entered into an Amendment N° 19 dated even date herewith (the “Amendment”) to the A320 NEO Family Purchase Agreement dated as of May 10th, 2012 (the “Agreement”). The Buyer and the Seller have agreed to set forth in this Letter Agreement N° 1A to the Amendment (the “Letter Agreement”) [*].

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and the Amendment, except that solely for the purpose of this Letter Agreement, the term “Aircraft” shall mean [*].

Both parties agree that this Letter Agreement, upon execution thereof, shall constitute an integral, non-severable part of the Amendment and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement.

*     Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

1                   [*]

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10                INCONSISTENCIES

In the event of any inconsistency between the terms of this Letter Agreement and the terms of the Amendment, the terms of this Letter Agreement shall prevail over the terms of the Amendment.

11                CONFIDENTIALITY

This Letter Agreement (and its existence) shall be treated by both parties as confidential and shall not be released (or revealed) in whole or in part to any third party without the prior consent of the other party. In particular, each party agrees not to make any press release concerning the whole or any part of the contents and/or subject matter hereof or of any future addendum hereto without the prior consent of the other party.

[*]

12                ASSIGNMENT

[*]

13                LAW AND JURISDICTION

*     Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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 provisions of Clause 22.6 of the Agreement shall apply to this Letter Agreement.

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.

APPENDIX A

[*]

*     Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Air Lease Corporation

Subject: [*]

AIR LEASE CORPORATION (the “Buyer") and AIRBUS S.A.S. (the “Seller") have entered into an Amendment N° 19 dated even date herewith (the “Amendment”) to the A320 NEO Family Purchase Agreement dated as of May 10th, 2012 (the “Agreement”). The Buyer and the Seller have agreed to set forth in this Letter Agreement N° 1B to the Amendment (the “Letter Agreement”) [*].

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and the Amendment, except that solely for the purpose of this Letter Agreement, the term “Aircraft” shall mean [*].

Both parties agree that this Letter Agreement, upon execution thereof, shall constitute an integral, non-severable part of the Amendment and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement.

*     Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

1                   [*]

2                   [*]

3                   [*]

4                   [*]

5                   [*]

6                   [*]

7                   [*]

8                   [*]

9                   [*]

10                INCONSISTENCIES

In the event of any inconsistency between the terms of this Letter Agreement and the terms of the Agreement, the terms of this Letter Agreement shall prevail over the terms of the Agreement.

11                CONFIDENTIALITY

This Letter Agreement (and its existence) shall be treated by both parties as confidential and shall not be released (or revealed) in whole or in part to any third party without the prior consent of the other party. In particular, each party agrees not to make any press release concerning the whole or any part of the contents and/or subject matter hereof or of any future addendum hereto without the prior consent of the other party.

[*]

12                ASSIGNMENT

[*]

13                 LAW AND JURISDICTION

*     Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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 provisions of Clause 22.6 of the Agreement shall apply to this Letter Agreement.

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.

APPENDIX A

[*]

*     Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.