Document

EXHIBIT 10.165


CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.














AMENDMENT N°1






TO THE






[*] AGREEMENT






AMONG






AIRBUS S.A.S.






AND






AIRBUS CANADA LIMITED PARTNERSHIP






AND






AIR LEASE CORPORATION






   [*]


									
	ALC – Amendment N°1 to the [*] Agreement
		
	Ref. CLC - CT2101265
		Page 1/4













This amendment n°1 (the “Amendment N°1”) dated 20 December 2021 is made


AMONG:


AIRBUS S.A.S., a French société par actions simplifiée, 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 (“Airbus S.A.S.”),


and


AIRBUS CANADA LIMITED PARTNERSHIP, a company having its registered office at Airbus Canada Limited Partnership, 13100 Boulevard Henri Fabre, Mirabel, QC, Canada J7N 3C6 and includes its successors and assigns (“Airbus Canada”),


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. (“ALC”).


Airbus S.A.S. and Airbus Canada together are referred to as “Airbus”.


Airbus, Airbus Canada and ALC together are referred to as the “Parties” and individually as a “Party”.




WHEREAS:


A.[*]


B.[*]


C.[*]


D.[*]


E.ALC, Airbus and Airbus Canada have signed on 20 December 2019 a [*] agreement with reference CLC-CT1906403 for [*] hereinafter together with its Annexes and Letter Agreements referred to as the “[*] Agreement”.


F.The Parties now wish to enter into this Amendment N°1 to the [*] Agreement in order to, among other things, [*], subject to the terms and conditions set out herein.    




    NOW IT IS HEREBY AGREED AS FOLLOWS:


									
	ALC – Amendment N°1 to the [*] Agreement
		
	Ref. CLC - CT2101265
		Page 2/4











1[*]




2INCONSISTENCY AND CONFIDENTIALITY


2.1In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°1, 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.


2.2This Amendment N°1 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.


2.3This Amendment N°1 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.




3COUNTERPARTS


This Amendment N°1 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.




4LAW AND JURISDICTION


This Amendment N°1 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 other provisions of Clause 4 of the Agreement shall apply to this Amendment N°1 as if the same were set out in full herein, mutatis mutandis.


									
	ALC – Amendment N°1 to the [*] Agreement
		
	Ref. CLC - CT2101265
		Page 3/4











IN WITNESS WHEREOF this Amendment N°1 was entered into the day and year first above written.






                
									
	For and on behalf of
		For and on behalf of

			
			
			
	

AIRBUS S.A.S.
		AIRBUS CANADA LIMITED
PARTNERSHIP

			duly acting and represented by its 
managing general partner, 

			AIRBUS CANADA MANAGING GP INC.
			
			
			
	By : /s/ Benoît de Saint-Exupéry
		By : /s/ Benoît Schultz

			
	Its : Senior Vice President, Contracts
		Its : CEO

			
			
			
			
			
			
			
			
			
	For and on behalf of
		
			
			
			
	AIR LEASE CORPORATION
		
			
			
			
			
			
	By : /s/ John L. Plueger
		
			
	Its : CEO & President
		


									
	ALC – Amendment N°1 to the [*] Agreement
		
	Ref. CLC - CT2101265
		Page 4/4