exv10w22








EXHIBIT 10.22

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 406




AMENDMENT N° 2




TO THE



A330-200 PURCHASE AGREEMENT



BETWEEN



AIRBUS S.A.S.



as Seller



and



AIR LEASE CORPORATION



As Buyer



			
	 	 	 
	Amendment N°2 to the ALC A330-200 PA  — CLC CT1006163
	 	Page 1 of 10
	EXECUTION VERSION — January 2011	 	 







 









 








AMENDMENT N°2 TO THE

A330-200 PURCHASE AGREEMENT




This amendment N°2 (the “Amendment N°2”) dated 06th 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 on the 02nd September 2010 a purchase
agreement with reference CT-CLC1003274 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 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 wishes to irrevocably convert Aircraft bearing CAC ID 359405 from A330-200
model into an A330-300 model Aircraft (the “A330-300 Aircraft”) under terms and conditions
as set out in this amendment (the “Amendment N°2“).
	 
	 	 	 	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:





	1.	 	DEFINITIONS
	 
	1.1	 	The definition of Aircraft in Clause 0 of the Agreement is deleted and replaced with the
following text between quotes:





			
	 	 	 
	Amendment N°2 to the ALC A330-200 PA  — CLC CT1006163
	 	Page 2 of 10
	EXECUTION VERSION — January 2011	 	 






 









 






	 	QUOTE	 	
	 
	 	Aircraft 	 	any or all of the four (4) firm A330-200 Aircraft or A330-300 Aircraft for
which the delivery schedule is set forth in Clause 9.1 to be sold by the Seller and
purchased by the Buyer pursuant to this Agreement, including the Airframe and all
components, equipment, parts and accessories installed in or on such aircraft and the
Propulsion Systems installed thereon upon delivery.
	 
	 	UNQUOTE	 	






	1.2	 	The following definitions are added to Clause 0 of the Agreement:
	 
	 	 	A330-200 Aircraft any Aircraft which is an A330-200 model aircraft
	 
	 	 	A330-300 Aircraft any Aircraft which is an A330-300 model aircraft
	 
	 	 	A330-300 Aircraft
	 
	 	 	Standard Specification






means the A330-300 standard specification document number G.000.03000,
Issue 8 dated October 30, 2009, published by the Seller, a copy of
which is annexed as Exhibit A-2 to the Agreement including the
following design weights:




MTOW:           230 metric tones

MLW:              185 metric tones

MZFW:            173 metric tones




	2.	 	AIRCRAFT TYPE CONVERSION
	 
	2.1	 	The Buyer and the Seller hereby agree that upon execution of this Amendment N°2, the A330-200
Aircraft rank 3, bearing CAC ID 359405, shall be irrevocably converted into an A330-300 model
Aircraft.
	 
	2.2	 	The Buyer and the Seller hereby agree that the terms and conditions applicable to the
Aircraft under the Agreement, its Exhibits, Appendices or Letter Agreements shall apply to the
A330-300 Aircraft unless as specified in this Amendment N°2 hereunder.
	 
	3.	 	AIRCRAFT SPECIFICATION AND TECHNICAL DEFINITION MATTERS
	 
	3.1	 	Specification
	 
	 	 	The A330-300 Aircraft will be manufactured in accordance with the
Standard Specification reference G.000.02000 Issue 8 dated October 30,
2009, as may already have been modified or varied prior to the date of
this Amendment N°2 by the Specification Change Notices listed in
Appendix 1 hereto.





			
	 	 	 
	Amendment N°2 to the ALC A330-200 PA  — CLC CT1006163
	 	Page 3 of 10
	EXECUTION VERSION — January 2011	 	 






 









 








	3.2	 	Technical Definition
	 
	 	 	The Customization Definition Freeze (“CDF”) date for the A330-300
Aircraft, which is scheduled to be delivered in [*].
	 
	 	 	In order to achieve such CDF date, the Buyer and the Seller agree that
the following milestones will be fulfilled:






	 	a)	 	The Buyer and the Seller will meet together with the initial Operator for a
Customization Kick-off Meeting on the week starting on [*].
	 
	 	b)	 	The BFE products, the Propulsion Systems and the cabin layout applicable to the
Specification of such Converted Aircraft shall be selected by the Buyer from the BFE
vendors, Propulsion Systems Manufacturers and cabin options available in the Seller’s A330
catalogues, no later than [*];
	 
	 	c)	 	The Initial Technical Coordination Meeting (“ITCM”) for the cabin configuration of
such Converted Aircraft shall be held in Toulouse, on the week starting on [*].






	4.	 	PRICES
	 
	 	 	Clause 3.1 of the Agreement shall be deleted in its entirety and be replaced with the following
text between quotes:
	 
	 	 	QUOTE






	 	3.1	 	Base Price of the A330-200 Aircraft and/or A330-300 Aircraft
	 
	 	The Base Price of the A330-200 Aircraft and/or A330-300 Aircraft, as applicable, is the sum
of:
	 
	 	(i)	 	the Base Price of the Airframe and
	 
	 	(ii)	 	the Base Price of the Propulsion Systems.
	 
	 	3.1.1	 	Base Price of the Airframe
	 
	 	The Base Price of the Airframe is the sum of the following base prices:
	 
	 	(i)	 	the base price of the Airframe as defined in the Standard Specification
(excluding Buyer Furnished Equipment), including nacelles and thrust reversers,
	 
	 	 	 	USD [*]                For A330-200 Aircraft
	 
	 	 	 	USD [*]                 For A330-300 Aircraft






	 	(ii)	 	the Base Price of any and all SCNs set forth in Appendix 1, at delivery
conditions prevailing in January 2009,
	 
	 	 	 	USD [*]                 For A330-200 Aircraft
	 
	 	 	 	USD [*]                 For A330-300 Aircraft







 




			
	*	 	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 A330-200 PA  — CLC CT1006163
	 	Page 4 of 10
	EXECUTION VERSION — January 2011	 	 






 









 






	 	 	 	The Base Price of the Airframe has been established in accordance with the average
economic conditions prevailing in December 2007, January 2008, February 2008 and
corresponding to a theoretical delivery in January 2009 (the “Base Period”).
	 
	 	3.1.2	 	Base Price of the Propulsion Systems
	 
	 	3.1.2.1	 	The Base Price of a set of two (2) General Electric CF6-80EA4 Propulsion Systems is:
	 
	 	 	 	USD [*]                 For A330-200 Aircraft and/or A330-300 Aircraft,
	 
	 	 	 	Said Base Price of the CF6-80EA4 Propulsion Systems has been established in
accordance with the delivery conditions prevailing in January 2009 and has been
calculated from the below reference prices indicated by the Propulsion System
Manufacturer (the “General Electric Reference Price”):
	 
	 	 	 	USD [*]
	 
	 	 	 	The General Electric Reference Price has been established in accordance with the
delivery conditions prevailing in January 2010 at reference Composite Index of [*]
and shall be subject to revision up to the Aircraft Delivery Date in accordance with
the General Electric Price Revision Formula set out in Part 2 of Exhibit C of the
Agreement.
	 
	 	3.1.2.2	 	The Base Price of a set of two (2) Pratt and Whitney PW 4170 Propulsion Systems is:
	 
	 	 	 	USD [*]                For A330-200 Aircraft and/or A330-300 Aircraft
	 
	 	 	 	Said Base Price of the PW 4170 Propulsion Systems has been established in accordance
with the economic conditions prevailing for a theoretical delivery in January 2009
and has been calculated from the below reference prices indicated by the Propulsion
System Manufacturer (the “Pratt and Whitney Reference Price”):
	 
	 	 	 	USD [*]
	 
	 	 	 	at economic conditions prevailing in January 2007 and shall be subject to revision
up to the Aircraft Delivery Date in accordance with the Pratt and Whitney Price
Revision Formula to set out in Part 3 of Exhibit C of the Agreement.
	 
	 	 	 	If the Buyer select the above Pratt and Whitney Propulsion Systems, the Seller will
pass through to the Buyer a Pratt & Whitney marketing allowance (the “PW Marketing
Allowance”) reducing the above base price of Pratt and Whitney Propulsion Systems.
	 
	 	 	 	USD [*]
	 
	 	 	 	at economic conditions prevailing for a theoretical delivery in January 2009
	 
	 	 	 	This PW Marketing Allowance has been computed from the Reference Price of USD [*] at
economic conditions prevailing in January 2007 and shall be subject to revision up
to the Aircraft Delivery Date in accordance with the Pratt and Whitney







 




			
	*	 	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 A330-200 PA  — CLC CT1006163
	 	Page 5 of 10
	EXECUTION VERSION — January 2011	 	 






 









 






	 	 	 	Price Revision Formula. It shall be granted upon delivery of the Aircraft, equipped
with above PW 4000 series, and shall be applied against the Final Price of the
Aircraft to be delivered under the Agreement.
	 
	 	3.1.2.3	 	The Base Price of a set of two (2) Rolls Royce Trent 772B Propulsion Systems is:
	 
	 	 	 	USD [*]                 For A330-200 Aircraft and/or A330-300 Aircraft
	 
	 	 	 	Said Base Price of the Trent 772B Propulsion Systems has been established in
accordance with the economic conditions prevailing for a theoretical delivery in
January 2009 and has been calculated from the below reference prices indicated by
the Propulsion System Manufacturer (the “Rolls Royce Reference Price”):
	 
	 	 	 	USD [*]
	 
	 	 	 	at economic conditions prevailing in December 1999, January 2000 and February 2000
(delivery conditions January 2001) and shall be subject to revision up to the
Aircraft Delivery Date in accordance with the Rolls Royce Price Revision Formula set
out in Part 4 of Exhibit C hereto.






UNQUOTE




	5.	 	PREDELIVERY PAYMENTS
	 
	 	 	The Predelivery Payments for the A330-300 Aircraft shall be made in accordance with the terms
and conditions of the Agreement.
	 
	6.	 	DELIVERY
	 
	 	 	As a result of the changes described in Clause 1 above and as a consequence of the execution of
this Amendment N°2, the delivery schedule of the Aircraft included in Clause 9.1 of the
Agreement, as amended and supplemented from time to time, is hereby cancelled and replaced by
the delivery schedule set forth in Appendix 2 hereto.
	 
	7.	 	INCONSISTENCY AND CONFIDENTIALITY
	 
	7.1	 	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.
	 
	7.2	 	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.
	 
	7.3	 	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.







 




			
	*	 	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 A330-200 PA  — CLC CT1006163
	 	Page 6 of 10
	EXECUTION VERSION — January 2011	 	 






 









 






	8.	 	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.
	 
	9.	 	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 A330-200 PA  — CLC CT1006163
	 	Page 7 of 10
	EXECUTION VERSION — January 2011	 	 







 









 








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 A330-200 PA  — CLC CT1006163
	 	Page 8 of 10
	EXECUTION VERSION — January 2011	 	 






 









 





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 A330-200 PA  — CLC CT1006163
	 	Page 9 of 10
	EXECUTION VERSION — January 2011	 	 






 









 





APPENDIX 2




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 A330-200 PA  — CLC CT1006163
	 	Page 10 of 10
	EXECUTION VERSION — January 2011	 	 







 










 






LETTER AGREEMENT N° 1 to Amendment N°2




AIR LEASE CORPORATION




2000 Avenue of the Stars, Suite 600N

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




January 06, 2011




Subject: [*]




AIR LEASE CORPORATION (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an amendment
to the Agreement (the “Amendment N°2”) dated as of the date hereof which covers the conversion of
one (1) A330-200 type model Aircraft into an A330-300 type model Aircraft as described in such
Amendment N°2 (the “A330-300 Aircraft”).




Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the
meanings assigned thereto in the Agreement and/or in the Amendment N°2 as applicable.




Both parties agree that this Letter Agreement, upon execution thereof, shall constitute an
integral, nonseverable part of said Agreement and/or Amendment N°2, as applicable, 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.





					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 1
	 	Page 1/4
	Ref. CT-CLC1006163	 	 	 	 






 









 






LETTER AGREEMENT N° 1 to Amendment N°2





	1.	 	[*]






	2.	 	[*]






	3.	 	[*]







 




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





					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 1
	 	Page 2/4
	Ref. CT-CLC1006163	 	 	 	 






 









 





LETTER AGREEMENT N° 1 to Amendment N°2





	4.	 	Assignment
	 
	 	 	Notwithstanding any other provision of this Letter Agreement or of the
Agreement, this Letter Agreement and the rights and obligations of the
Buyer herein shall not be assigned or transferred in any manner, and
any attempted assignment or transfer in contravention of the
provisions of this Clause shall be void and of no force or effect.
	 
	5.	 	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.





					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 1
	 	Page 3/4
	Ref. CT-CLC1006163	 	 	 	 






 









 





LETTER AGREEMENT N° 1 to Amendment N°2




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.




	 	 	 

	Agreed and Accepted

	 	Agreed and Accepted
	 
	 	 
	For and on behalf of

	 	For and on behalf of
	 
	 	 
	AIR LEASE CORPORATION

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

	 	/s/ Christophe Mourey
	 
	 	 
	By       :      Grant Levy

	 	By       :      Christophe Mourey
	 
	 	 
	Its       :       Executive Vice President

	 	Its       :      Senior Vice President Contracts






					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 1
	 	Page 4/4
	Ref. CT-CLC1006163	 	 	 	 







 











 





LETTER AGREEMENT N° 2 to Amendment N°2




AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N

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




January 06, 2011




Subject: [*]




AIR LEASE CORPORATION (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an amendment
to the Agreement (the “Amendment N°2”) dated as of the date hereof which covers the conversion of
one (1) A330-200 type model Aircraft into an A330-300 type model Aircraft as described in such
Amendment N°2 (the “A330-300 Aircraft”).




Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the
meanings assigned thereto in the Agreement and/or in the Amendment N°2 as applicable.




Both parties agree that this Letter Agreement, upon execution thereof, shall constitute an
integral, nonseverable part of said Agreement and/or Amendment N°2, as applicable, 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.





					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 2
	 	Page 1/4
	Ref. CT-CLC1006163	 	 	 	 






 









 





LETTER AGREEMENT N° 2 to Amendment N°2





	1.	 	[*]






	2.	 	[*]
	 
	3.	 	Assignment
	 
	 	 	Notwithstanding any other provision of this Letter Agreement or of the
Agreement, this Letter Agreement and the rights and obligations of the
Buyer herein shall not be assigned or transferred in any manner, and
any attempted assignment or transfer in contravention of the
provisions of this Clause shall be void and of no force or effect.







 




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





					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 2
	 	Page 2/4
	Ref. CT-CLC1006163	 	 	 	 






 









 





LETTER AGREEMENT N° 2 to Amendment N°2





	4.	 	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.





					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 2
	 	Page 3/4
	Ref. CT-CLC1006163	 	 	 	 






 









 





LETTER AGREEMENT N° 2 to Amendment N°2




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.




	 	 	 

	Agreed and Accepted

	 	Agreed and Accepted
	 
	 	 
	For and on behalf of

	 	For and on behalf of
	 
	 	 
	AIR LEASE CORPORATION

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

	 	/s/ Christophe Mourey
	 
	 	 
	By      :      Grant Levy

	 	By      :      Christophe Mourey
	 
	 	 
	Its      :      Executive Vice President

	 	Its      :      Senior Vice President Contracts






					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 2
	 	Page 4/4
	Ref. CT-CLC1006163	 	 	 	 







 










 





LETTER AGREEMENT N°3 to Amendment N°2

AIR LEASE CORPORATION




Subject: [*]




AIR LEASE CORPORATION (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an amendment
to the Agreement (the “Amendment N°2”) dated as of the date hereof which covers the conversion of
one (1) A330-200 type model Aircraft into an A330-300 type model Aircraft as described in such
Amendment N°2 (the “A330-300 Aircraft”).




Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the
meanings assigned thereto in the Agreement and/or in the Amendment N°2 as applicable.




Both parties agree that this Letter Agreement, upon execution thereof, shall constitute an
integral, nonseverable part of said Agreement and/or Amendment N°2, as applicable, 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.





					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 3
	 	Page 1/6
	Ref. CT-CLC1006163	 	 	 	 






 









 





LETTER AGREEMENT N°3 to Amendment N°2





	1	 	[*]
	 
	2	 	[*]







 




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





					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 3
	 	Page 2/6
	Ref. CT-CLC1006163	 	 	 	 






 









 





LETTER AGREEMENT N°3 to Amendment N°2





	3	 	[*]
	 
	4	 	[*]
	 
	5	 	[*]







 




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





					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 3
	 	Page 3/6
	Ref. CT-CLC1006163	 	 	 	 






 









 





LETTER AGREEMENT N°3 to Amendment N°2





	6	 	[*]
	 
	7	 	[*]







 




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





					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 3
	 	Page 4/6
	Ref. CT-CLC1006163	 	 	 	 






 









 





LETTER AGREEMENT N°3 to Amendment N°2





	8	 	[*]
	 
	9.	 	ASSIGNMENT
	 
	 	 	Notwithstanding any other provision of this Letter Agreement or of the Sales Proposal
and/or the forthcoming Agreement, this Letter Agreement and the rights and obligations of
the Buyer herein shall not be assigned or transferred in any manner, and any attempted
assignment or transfer in contravention of the provisions of this Clause shall be void and
of no force or effect.
	 
	10.	 	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.







 




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





					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 3
	 	Page 5/6
	Ref. CT-CLC1006163	 	 	 	 






 









 





LETTER AGREEMENT N°3 to Amendment N°2




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.




	 	 	 

	Agreed and Accepted

	 	Agreed and Accepted
	 
	 	 
	For and on behalf of

	 	For and on behalf of
	 
	 	 
	AIR LEASE CORPORATION

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

	 	/s/ Christophe Mourey
	 
	 	 
	By      :     Grant Levy

	 	By      :     Christophe Mourey
	 
	 	 
	Its      :     Executive Vice President

	 	Its      :      Senior Vice President Contracts
	 
	 	 
	Date: January 06, 2011

	 	Date: January 06, 2011






					
	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	Amendment N°2 to A330-200 PA
	 	- Letter Agreement N° 3
	 	Page 6/6
	Ref. CT-CLC1006163