al_Ex_10_123


		
			EXHIBIT 10.123
		

		
			 
		

		
			CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED
		

		
			 
		

		
			 
		

		
			 
		

		
			[*] AGREEMENT
		

		
			 
		

		
			 
		

		
			 
		

		
			AMONG
		

		
			 
		

		
			 
		

		
			 
		

		
			AIRBUS S.A.S.
		

		
			 
		

		
			 
		

		
			 
		

		
			and
		

		
			 
		

		
			 
		

		
			 
		

		
			AIRBUS CANADA LIMITED PARTNERSHIP
		

		
			 
		

		
			 
		

		
			 
		

		
			and
		

		
			 
		

		
			 
		

		
			 
		

		
			AIR LEASE CORPORATION
		

		
			 
		

		
			 
		

		
			 
		

		
			[*]
		

		
			 
		

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


				
	

					

						ALC – [*] Agreement


					

					

						 


				
	

					

						Ref. CLC - CT1906403 – Execution Version – Confidential


					

					

						Page 1/5


				




		

			 

		


		

			 

		


		

			 

		








		

		
			 
		

		
			This [*] agreement (the “[*] Agreement”) dated 20 December 2019 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.   [*]
		

		
			 
		

		
			NOW IT IS HEREBY AGREED AS FOLLOWS:
		

		
			 
		

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


				
	

					

						ALC – [*] Agreement


					

					

						 


				
	

					

						Ref. CLC - CT1906403 – Execution Version – Confidential


					

					

						Page 2/5


				




		

			 

		


		

			 

		


		

			 

		








		

		
			1          DEFINITIONS
		

		
			 
		

		
			[*]
		

		
			 
		

		
			Capitalised terms used herein and not otherwise defined in this [*] Agreement shall have the meanings assigned to them [*].
		

		
			 
		

		
			2          [*]
		

		
			 
		

		
			3          GENERAL
		

		
			 
		

		
			3.1       Entire agreement
		

		
			 
		

		
			This [*] Agreement 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.
		

		
			 
		

		
			3.2       Assignment
		

		
			 
		

		
			Notwithstanding any other provision of this [*] Agreement, this [*] Agreement and the rights and obligations of ALC 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.
		

		
			 
		

		
			3.3       Confidentiality
		

		
			 
		

		
			This [*] Agreement (and its existence) shall be treated by both Parties as confidential and shall not be released (or revealed) in whole or in part by either Party 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.
		

		
			 
		

		
			3.4       Counterparts
		

		
			 
		

		
			This [*] Agreement 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
		

		
			 
		

		
			4.1       THIS [*] 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.
		

		
			 
		

		
			4.2       [*]
		

		
			 
		

		
			4.3       [*]
		

		
			 
		

		
			4.4       [*]
		

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


				
	

					

						ALC – [*] Agreement


					

					

						 


				
	

					

						Ref. CLC - CT1906403 – Execution Version – Confidential


					

					

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			4.5       [*]
		

		
			 
		

		
			4.6       [*]
		

		
			 
		

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


				
	

					

						ALC – [*] Agreement


					

					

						 


				
	

					

						Ref. CLC - CT1906403 – Execution Version – Confidential


					

					

						Page 4/5


				




		

			 

		


		

			 

		


		

			 

		








		

		
			 
		

		
			IN WITNESS WHEREOF this [*] Agreement 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/ Philippe Balducchi

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its: 

					
					
						Senior Vice President, Contracts

					
					
						 

					
					
						Its: 

					
					
						CEO

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						For and on behalf of

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By: 

					
					
						/s/ John L. Plueger

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its: 

					
					
						CEO & President

					
					
						 

					
					
						 

				



		
			 
		


		 


		

			 

		


			

					

						 


					

					

						 


				
	

					

						ALC – [*] Agreement


					

					

						 


				
	

					

						Ref. CLC - CT1906403 – Execution Version – Confidential


					

					

						Page 5/5