exv10w23






EXHIBIT 10.23

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 406




AMENDMENT N° 3




TO THE



A330-200 PURCHASE AGREEMENT



BETWEEN



AIRBUS S.A.S.



as Seller



and



AIR LEASE CORPORATION



as Buyer



			
	 	 	 
	Amendment N°3 to the ALC A330-200 PA  — CLC CT1006252
	 	Page 1 of 8
	EXECUTION VERSION — January 2011	 	 







 









 








AMENDMENT N°3 TO THE

A330-200 PURCHASE AGREEMENT




This amendment N°3 (the “Amendment N°3”) dated 14th January 2011 is made




BETWEEN:




AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its
registered office at 1 Rond-Point Maurice Bellonte, 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 600N,
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 CT-CLC1003274
on the 02nd September 2010 for the manufacture and sale by the Seller and
purchase by the Buyer of three (3) A330-200 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 executed an amendment N°1 to the Agreement with reference
CT-CL1005050 dated December 01st, 2010 with respect to the order for an
incremental A330-200 Aircraft (the “Amendment N°1”), which increases the total A330-200
aircraft ordered under the Agreement to four.
	 
	 	C.	 	The Buyer and the Seller have executed an amendment N°2 to the Agreement with reference
CT-CL1006163 dated January 06th, 2011 with respect to the irrevocable conversion
Aircraft bearing CAC ID 359405 from A330-200 model into an A330-300 model Aircraft (the
“Amendment N°2“).
	 
	 	D.	 	The Buyer wishes to purchase and the Seller wishes to sell one (1) incremental A330-300
aircraft under similar terms and conditions of the Agreement (as amended hereby).
	 
	 	 	 	The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this
Amendment N°3. 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:




			
	 	 	 
	Amendment N°3 to the ALC A330-200 PA  — CLC CT1006252
	 	Page 2 of 8
	EXECUTION VERSION — January 2011	 	 







 









 









	1.	 	AMDT 3 ADDITIONAL A330 AIRCRAFT
	 
	1.1	 	The Seller hereby agrees to sell, and the Buyer agrees to purchase from the Seller, one (1)
incremental A330-300 Aircraft, which sale and purchase shall be subject to the same terms and
conditions applicable to A330-300 Aircraft as defined in Amendment N°2, except as otherwise
provided for herein (the “Amdt 3 Additional A330 Aircraft”).
	 
	1.2	 	The Amdt 3 Additional A330 Aircraft shall be scheduled for Delivery in [*].
	 
	1.3	 	As a result of the amendment contemplated in this Paragraph 1, the Parties hereby agree to
delete the delivery table in clause 9.1 to the Agreement in its entirety and replace it with
the Appendix annexed hereto.
	 
	2.	 	[*]







 




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





			
	 	 	 
	Amendment N°3 to the ALC A330-200 PA  — CLC CT1006252
	 	Page 3 of 8
	EXECUTION VERSION — January 2011	 	 






 









 






	5.	 	LAW AND JURISDICTION
	 
	 	 	The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N°2 as if the same
were set out in full herein, mutatis mutandis.





 









 






	3.	 	[*]
	 
	4.	 	SUPPORT / TRAINING MATTERS
	 
	 	 	The Buyer and the Seller hereby agree that Appendix A to Clause 16 of the Agreement shall
be deleted in its entirety and replaced as follows:





QUOTE




APPENDIX “A” TO CLAUSE 16




TRAINING ALLOWANCE




For the avoidance of doubt, all quantities indicated below are the total quantities
granted for the whole of the Buyer’s fleet of five (5) Aircraft firmly ordered, unless
otherwise specified.




The contractual training courses defined in this Appendix A will be provided up to [*].




Notwithstanding the above, flight operations training courses granted per firmly ordered
Aircraft in this Appendix A will be provided by the Seller within a period [*] said
Aircraft Delivery.




Any deviation to said training delivery schedule will be mutually agreed between the
Buyer and the Seller.





 




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





			
	 	 	 
	Amendment N°3 to the ALC A330-200 PA  — CLC CT1006252
	 	Page 4 of 8
	EXECUTION VERSION — January 2011	 	 






 









 






	1	 	FLIGHT OPERATIONS TRAINING
	 
	1.1	 	Flight Crew Training (standard transition course) and ETOPS courses
	 
	 	 	The Seller will provide flight crew training (standard transition course), including
ETOPS courses free of charge for [*] of the Buyer’s flight crews per firmly ordered
Aircraft.
	 
	1.2	 	Flight Crew Line Initial Operating Experience
	 
	 	 	The Seller will provide to the Buyer pilot Instructor(s) free of charge for a period of
[*] pilot Instructor months in total for the Buyer’s fleet of five (5) Aircraft firmly
ordered.
	 
	 	 	Unless otherwise agreed during the Training Conference, in order to follow the Aircraft
Delivery schedule, the maximum number of pilot Instructors present at any one time will
be limited to two (2) pilot Instructors.
	 
	1.3	 	Type Specific Cabin Crew Training Course
	 
	 	 	The Seller will provide to the Buyer free of charge type specific training for cabin
crews for [*] of the Buyer’s cabin crew instructors, pursers or cabin attendants in
total for the Buyer’s fleet of five (5) Aircraft firmly ordered.
	 
	2	 	PERFORMANCE / OPERATIONS COURSE(S)
	 
	 	 	The Seller will provide to the Buyer [*] trainee days of performance / operations
training free of charge for the Buyer’s personnel in total for the Buyer’s fleet of five
(5) Aircraft firmly ordered.
	 
	3	 	MAINTENANCE TRAINING
	 
	3.1	 	The Seller will provide to the Buyer [*] trainee days of maintenance training free of charge
for the Buyer’s personnel per Aircraft firmly ordered.
	 
	4	 	TRAINEE DAYS ACCOUNTING
	 
	 	 	Trainee days are counted as follows:
	 
	4.1	 	For instruction at the Seller’s Training Centers: one (1) day of instruction for one (1)
trainee equals one (1) trainee day. The number of trainees originally registered at the
beginning of the course will be counted as the number of trainees to have taken the course.
	 
	4.2	 	For instruction outside of the Seller’s Training Centers: one (1) day of instruction by one
(1) Seller Instructor equals the actual number of trainees attending the course or a minimum
of twelve (12) trainee days, except for structure maintenance training course(s).







 




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





			
	 	 	 
	Amendment N°3 to the ALC A330-200 PA  — CLC CT1006252
	 	Page 5 of 8
	EXECUTION VERSION — January 2011	 	 






 









 






	4.3	 	For structure maintenance training courses outside the Seller’s Training Center(s), one (1)
day of instruction by one (1) Seller Instructor equals the actual number of trainees attending
the course or the minimum number of trainees as indicated in the Seller’s Customer Services
Catalog.
	 
	4.4	 	For practical training, whether on training devices or on aircraft, one (1) day of
instruction by one (1) Seller Instructor equals the actual number of trainees attending the
course or a minimum of six (6) trainee days.





UNQUOTE





	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°3, 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°3, contains the entire agreement between the Parties in respect of the
matters hereof and supersedes all other prior understandings, commitments, agreements,
representations and negotiations 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°3 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 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
	 
	 	 	The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N°3 as if the same
were set out in full herein, mutatis mutandis.





			
	 	 	 
	Amendment N°3 to the ALC A330-200 PA  — CLC CT1006252
	 	Page 6 of 8
	EXECUTION VERSION — January 2011	 	 






 









 





IN WITNESS WHEREOF this Amendment N°3 was entered into the day and year first above written.




	 	 	 

	For and on behalf of

	 	For and on behalf of
	 
	 	 
	AIR LEASE CORPORATION

	 	AIRBUS S.A.S.
	 
	 	 
	/s/ Grant Levy

	 	/s/ Christophe Mourey
	 

	 	 
	Name Grant Levy

	 	Name Christophe Mourey
	 
	 	 
	Title Executive Vice President

	 	 Title Senior Vice President Contracts






			
	 	 	 
	Amendment N°3 to the ALC A330-200 PA  — CLC CT1006252
	 	Page 7 of 8
	EXECUTION VERSION — January 2011	 	 






 









 





APPENDIX 1




DELIVERY SCHEDULE



[*]





 




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





			
	 	 	 
	Amendment N°3 to the ALC A330-200 PA  — CLC CT1006252
	 	Page 8 of 8
	EXECUTION VERSION — January 2011