exv10w20






EXHIBIT 10.20

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 406




AMENDMENT N° 2




TO THE



A320 FAMILY



PURCHASE AGREEMENT



BETWEEN



AIRBUS S.A.S.



as Seller



and



AIR LEASE CORPORATION



As Buyer



			
	 	 	 
	Amendment N°2 to the ALC A320 Family PA  — CLC CT1005050
	 	Page 1 of 7
	EXECUTION VERSION — December 2010	 	 






 









 








AMENDMENT N°2 TO THE

A320 FAMILY PURCHASE AGREEMENT




This amendment N°2 (the “Amendment N°2”) dated 01st December 2010 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 on the 19th July 2010 a purchase
agreement with reference CT-CLC1001222 for the manufacture and sale by the Seller and
purchase by the Buyer of fifty one (51) A320 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 on the 01st December 2010 an amendment
N°1 to the Agreement with reference CT-CLC1004960 relating to the rescheduling of [*] (the
“Amendment N°1”)
	 
	 	C.	 	The Buyer wishes to, among other matters, [*] pursuant to the terms and conditions set
out below in consideration of the concurrent purchase by the Buyer of [*].
	 
	 	 	 	The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this
Amendment N°2. 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:






 




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





			
	 	 	 
	Amendment N°2 to the ALC A320 Family PA  — CLC CT1005050
	 	Page 2 of 7
	EXECUTION VERSION — December 2010	 	 






 









 






	1.	 	[*]
	 
	2.	 	[*]
	 
	3.	 	INCONSISTENCY AND CONFIDENTIALITY
	 
	3.1	 	In the event of any inconsistency between the terms and conditions of the Agreement and those
of this Amendment N°2, 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.
	 
	3.2	 	This Amendment N°2, 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.
	 
	3.3	 	This Amendment N°2 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.
	 
	3.4	 	This Amendment N°2 shall come into full force and effect upon both (i) signature by both
parties of this Amendment and of amendment N°1 to the A330 Agreement.
	 
	4.	 	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.







 




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





			
	 	 	 
	Amendment N°2 to the ALC A320 Family PA  — CLC CT1005050
	 	Page 3 of 7
	EXECUTION VERSION — December 2010	 	 






 









 








	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.












			
	 	 	 
	Amendment N°2 to the ALC A320 Family PA  — CLC CT1005050
	 	Page 4 of 7
	EXECUTION VERSION — December 2010	 	 






 









 





IN WITNESS WHEREOF this Amendment N°2 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°2 to the ALC A320 Family PA  — CLC CT1005050
	 	Page 5 of 7
	EXECUTION VERSION — December 2010	 	 






 









 





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°2 to the ALC A320 Family PA  — CLC CT1005050

EXECUTION VERSION — December 2010
	 	Page 6 of 7






 









 





APPENDIX 1




[*]






 




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





			
	 	 	 
	Amendment N°2 to the ALC A320 Family PA  — CLC CT1005050

EXECUTION VERSION — December 2010
	 	Page 7 of 7