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Air Lease Corp. – ‘10-Q’ for 9/30/20 – ‘EX-10.1’

On: Monday, 11/9/20, at 4:12pm ET · For: 9/30/20 · Accession #: 1558370-20-13357 · File #: 1-35121

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/09/20  Air Lease Corp.                   10-Q        9/30/20   61:6.5M                                   Toppan Merrill Bridge/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.07M 
 2: EX-10.1     Material Contract                                   HTML     68K 
 3: EX-10.2     Material Contract                                   HTML     40K 
 4: EX-10.3     Material Contract                                   HTML     47K 
 5: EX-10.4     Material Contract                                   HTML     50K 
 6: EX-10.5     Material Contract                                   HTML     49K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     21K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     21K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     19K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     20K 
17: R1          Document and Entity Information                     HTML     74K 
18: R2          Consolidated Balance Sheets                         HTML     78K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     43K 
20: R4          Consolidated Statements of Income and               HTML     95K 
                Comprehensive Income                                             
21: R5          Consolidated Statements of Shareholders' Equity     HTML     91K 
22: R6          Consolidated Statement of Shareholders' Equity      HTML     19K 
                (Parenthetical)                                                  
23: R7          Consolidated Statements of Cash Flows               HTML    107K 
24: R8          Consolidated Statements of Cash Flows               HTML     19K 
                (Parenthetical)                                                  
25: R9          Company Background and Overview                     HTML     20K 
26: R10         Basis of Preparation and Critical Accounting        HTML     21K 
                Policies                                                         
27: R11         Debt Financing                                      HTML     74K 
28: R12         Commitments and Contingencies                       HTML     68K 
29: R13         Rental Income                                       HTML     28K 
30: R14         Earnings Per Share                                  HTML     87K 
31: R15         Fair Value Measurements                             HTML     23K 
32: R16         Shareholders' Equity                                HTML     20K 
33: R17         Stock-based Compensation                            HTML     64K 
34: R18         Aircraft under management                           HTML     22K 
35: R19         Flight Equipment Held for Sale                      HTML     19K 
36: R20         Impact of COVID-19 Pandemic                         HTML     25K 
37: R21         Subsequent Events                                   HTML     19K 
38: R22         Debt Financing (Tables)                             HTML     70K 
39: R23         Commitments and Contingencies (Tables)              HTML     64K 
40: R24         Rental Income (Tables)                              HTML     27K 
41: R25         Earnings Per Share (Tables)                         HTML     85K 
42: R26         Stock-based Compensation (Tables)                   HTML     62K 
43: R27         Company Background and Overview (Details)           HTML     21K 
44: R28         Debt Financing (Details)                            HTML    106K 
45: R29         Debt Financing - Maturities of Debt (Details)       HTML     35K 
46: R30         Commitments and Contingencies (Details)             HTML     84K 
47: R31         Rental Income (Details)                             HTML     32K 
48: R32         Earnings Per Share (Details)                        HTML     60K 
49: R33         Fair Value Measurements - Assets and Liabilities    HTML     22K 
                Recurring and Non-recurring (Details)                            
50: R34         Fair Value Measurements - Debt Financing (Details)  HTML     22K 
51: R35         Shareholders' Equity (Details)                      HTML     44K 
52: R36         Stock-based Compensation - Stock Options (Details)  HTML     75K 
53: R37         Stock-based Compensation - Restricted Stock         HTML     54K 
                (Details)                                                        
54: R38         Aircraft under management (Details)                 HTML     45K 
55: R39         Flight Equipment held for sale (Details)            HTML     22K 
56: R40         Impact of COVID-19 Pandemic (Details)               HTML     23K 
57: R41         Subsequent Events (Details)                         HTML     32K 
59: XML         IDEA XML File -- Filing Summary                      XML     95K 
16: XML         XBRL Instance -- al-20200930x10q_htm                 XML   1.23M 
58: EXCEL       IDEA Workbook of Financial Reports                  XLSX     59K 
12: EX-101.CAL  XBRL Calculations -- al-20200930_cal                 XML    147K 
13: EX-101.DEF  XBRL Definitions -- al-20200930_def                  XML    430K 
14: EX-101.LAB  XBRL Labels -- al-20200930_lab                       XML   1.04M 
15: EX-101.PRE  XBRL Presentations -- al-20200930_pre                XML    658K 
11: EX-101.SCH  XBRL Schema -- al-20200930                           XSD    122K 
60: JSON        XBRL Instance as JSON Data -- MetaLinks              244±   373K 
61: ZIP         XBRL Zipped Folder -- 0001558370-20-013357-xbrl      Zip    242K

‘EX-10.1’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C: <! <>

EXHIBIT 10.1

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

AMENDMENT N° 15

TO THE

A350 FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Amendment Nº15 to the ALC A350 Family PA

Ref. CLC - CT2001909

Page 1/6

AMENDMENT N° 15 TO THE

A350 FAMILY PURCHASE AGREEMENT

This amendment N°15 (the “Amendment N°15”) dated 31^stAugust 2020 is made

BETWEEN:

AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France (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 1000N, Los Angeles, California 90067, U.S.A. (the “Buyer”).

The Buyer and Seller together are referred to as the “Parties” and individually as a “Party”.

WHEREAS:

The Buyer and the Seller have signed a purchase agreement with reference CLC-CT1103521 on 01 February 2013 for the manufacture and sale by the Seller and purchase by the Buyer of twenty-five (25) firm A350 Family aircraft hereinafter together with its Exhibits and Letter Agreements referred to as the “Purchase Agreement”.

On 03 March 2015, the Buyer and the Seller entered into an Amendment N°1 to the Purchase Agreement to modify the terms and conditions with respect to certain A350XWB Family Aircraft.

On 03 March 2015, the Buyer and the Seller entered into an Amendment N°2 to the Purchase Agreement in order to, among other things, provide for the manufacture and sale by the Seller and purchase by the Buyer of one (1) incremental A350-900 Aircraft.

On 08 September 2015, the Buyer and the Seller entered into an Amendment N°3 to the Purchase Agreement for (i) the manufacture and sale by the Seller and purchase by the Buyer of two (2) incremental A350-900 Aircraft and (ii) [*].

On 14 April 2016, the Buyer and the Seller entered into an Amendment N°4 to the Purchase Agreement in order to (i) provide the terms by which the Seller shall manufacture and sell and the Buyer shall purchase one (1) incremental A350-900 Aircraft, and (ii) [*].

On 25 May 2016, the Buyer and the Seller entered into an Amendment N°5 to the Purchase Agreement in order to [*].

On 18 July 2016, the Buyer and the Seller entered into an Amendment N°6 to the Purchase Agreement in order to, among other things, (i) address specifications issues for both A350-900 Aircraft and A350-1000 Aircraft, (ii) [*] and (iii) [*].

On 31 July 2017, the Buyer and the Seller entered into an Amendment N°7 to the Purchase Agreement in order to [*].

On 27 December 2017, the Buyer and the Seller entered into an Amendment N°8 to the Purchase Agreement in order to (i) [*].

Amendment Nº15 to the ALC A350 Family PA

Ref. CLC - CT2001909

Page 2/6

On 01 June 2018, the Buyer and the Seller entered into an Amendment N°9 to the Purchase Agreement in order to [*].

On 31 December 2018, the Buyer and the Seller agreed to [*].

[*], the Buyer and the Seller have entered into an amendment N° 5 to the A330 Agreement dated as of 31 December 2018 to provide for [*].

On 31 December 2018, the Buyer and the Seller entered into an Amendment N°10 to the Purchase Agreement in order to, among other things, (i) provide the terms under which the Seller shall manufacture and sell and the Buyer shall purchase three (3) incremental A350-900 aircraft and one (1) A350-1000 aircraft and (ii) [*].

On 26 April 2019, the Buyer and the Seller entered into an Amendment and Restatement Agreement of Letter Agreement N°1 to Amendment N°10 in order to cancel and replace Clause 4 of the Original Letter Agreement.

On 15 May 2019, the Buyer and the Seller entered into an Amendment N°11 in order to [*].

On 20 December 2019, the Buyer and the Seller entered into an Amendment N°12 in order to (i) provide the terms under which the Seller shall manufacture and sell and the Buyer shall purchase one (1) incremental A350-900 aircraft, [*].

On 21 February 2020, the Buyer and the Seller entered into an Amendment N°13 in order to [*].

On 30 June 2020, the Buyer and the Seller entered into an Amendment N°14 in order to [*].

The Purchase Agreement as amended and supplemented pursuant to the foregoing being referred to as the “Agreement”.

The Parties now wish to enter into this Amendment N°15 in order to, [*], pursuant to the terms and conditions set out herein.

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°15. 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 Nº15 to the ALC A350 Family PA

Ref. CLC - CT2001909

Page 3/6

1.[*]

2[*]

3 [*]

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°15, 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°15 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.

4.3	This Amendment N°15 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 N°15 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

This Amendment N°15 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 22.6 of the Purchase Agreement shall apply to this Amendment N°15 as if the same were set out in full herein, mutatis mutandis.

Amendment Nº15 to the ALC A350 Family PA

Ref. CLC - CT2001909

Page 4/6

IN WITNESS WHEREOF this Amendment N°15 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.


By: /s/ *Grant Levy*	By: /s/ *Benoît de Saint-Exupéry*

Its: Executive Vice President	Its: Senior Vice President, Contracts

Amendment Nº15 to the ALC A350 Family PA

Ref. CLC - CT2001909

Page 5/6

APPENDIX 1

APPENDIX 1

Delivery Schedule

CAC ID	Aircraft Rank	Scheduled Delivery Month	Aircraft Type
[*]	[*]	[*]-17	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]-25	[*]

Amendment Nº15 to the ALC A350 Family PA

Ref. CLC - CT2001909

Page 6/6

LETTER AGREEMENT N° 1

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

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

August 31^st, 2020

Subject : SPECIFIC TERMS

AIR LEASE CORPORATION (the “Buyer") and AIRBUS S.A.S. (the “Seller") have entered into an Amendment N°15 dated even date herewith (the “Amendment”) to the A350 Purchase Agreement dated as of February 1, 2013 (the “Agreement”) [*]. The Buyer and the Seller have agreed to set forth in this Letter Agreement N°1 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the A350 Aircraft as described in the Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and the Amendment.

The Parties agree that this Letter Agreement, upon execution thereof, shall constitute an integral, non-severable part of the Amendment, that the provisions of the Amendment are hereby incorporated herein by reference, and that if the Agreement, the Amendment and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement shall govern.

Amendment Nº15 to the ALC A350 Purchase Agreement – Letter Agreement N°1

Ref. CLC - CT2001909

Page 1/3

LETTER AGREEMENT N° 1

1SPECIFIC TERMS

[*]

2ASSIGNMENT

The provisions of Clause 21 of the Agreement shall apply to this Letter Agreement as if the same were set out in full herein, mutatis mutandis.

3	LAW AND JURISDICTION

This Letter 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.

The other provisions of Clause 22.6 of the Purchase Agreement shall apply to this Letter Agreement as if the same were set out in full herein, mutatis mutandis.

Amendment Nº15 to the ALC A350 Purchase Agreement – Letter Agreement N°1

Ref. CLC - CT2001909

Page 2/3

LETTER AGREEMENT N° 1

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.

For and on behalf of	For and on behalf of


AIR LEASE CORPORATION	AIRBUS S.A.S.


By: /s/ *Grant Levy*	By: /s/ *Benoît de Saint-Exupéry*

Its: Executive Vice President	Its: Senior Vice President, Contracts

Amendment Nº15 to the ALC A350 Purchase Agreement – Letter Agreement N°1

Ref. CLC - CT2001909

Page 3/3

LETTER AGREEMENT N° 2

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

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

August 31^st, 2020

Subject : SPECIFIC PROVISIONS

AIR LEASE CORPORATION (the “Buyer") and AIRBUS S.A.S. (the “Seller") have entered into an Amendment N°15 dated even date herewith (the “Amendment”) to the A350 Purchase Agreement dated as of February 1, 2013 (the “Agreement”) [*]. The Buyer and the Seller have agreed to set forth in this Letter Agreement N°2 to the Amendment (the “Letter Agreement”) certain additional terms and conditions regarding the A350 Aircraft as described in the Agreement.

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and the Amendment.

Amendment Nº15 to the ALC A350 Family PA – Letter Agreement N°2

Ref. CLC - CT2001909

Page 1/3

LETTER AGREEMENT N° 2

1 [*]

2ASSIGNMENT

The provisions of Clause 21 of the Agreement shall apply to this Letter Agreement as if the same were set out in full herein, mutatis mutandis.

3	LAW AND JURISDICTION

The other provisions of Clause 22.6 of the Purchase Agreement shall apply to this Letter Agreement as if the same were set out in full herein, mutatis mutandis.

Amendment Nº15 to the ALC A350 Family PA – Letter Agreement N°2

Ref. CLC - CT2001909

Page 2/3

LETTER AGREEMENT 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.

For and on behalf of	For and on behalf of


AIR LEASE CORPORATION	AIRBUS S.A.S.


By: /s/ *Grant Levy*	By: /s/ *Benoît de Saint-Exupéry*

Its: Executive Vice President	Its: Senior Vice President, Contracts

Amendment Nº15 to the ALC A350 Family PA – Letter Agreement N°2

Ref. CLC - CT2001909

Page 3/3

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	11/9/20	8-K
For Period end:	9/30/20
	2/1/13	8-K
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/24  Air Lease Corp.                   10-K       12/31/23   98:10M                                    Workiva Inc Wde… FA01/FA
 2/16/23  Air Lease Corp.                   10-K       12/31/22  101:12M                                    Workiva Inc Wde… FA01/FA
 2/17/22  Air Lease Corp.                   10-K       12/31/21  105:12M                                    Workiva Inc Wde… FA01/FA
 2/22/21  Air Lease Corp.                   10-K       12/31/20   83:13M                                    Toppan Merrill Bridge/FA

4 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/20  Air Lease Corp.                   10-K       12/31/19   86:17M                                    Toppan Merrill Bridge/FA
 3/04/19  Air Lease Corp.                   8-A12B                 3:107K                                   Donnelley … Solutions/FA
 3/27/18  Air Lease Corp.                   8-K:5,9     3/26/18    2:117K                                   Donnelley … Solutions/FA
 1/14/11  Air Lease Corp.                   S-1¶                  16:3.3M                                   Donnelley … Solutions/FA

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Filing Submission 0001558370-20-013357 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Air Lease Corp. – ‘10-Q’ for 9/30/20 – ‘EX-10.1’

On: Monday, 11/9/20, at 4:12pm ET · For: 9/30/20 · Accession #: 1558370-20-13357 · File #: 1-35121

Quarterly Report — Form 10-QFiling Table of Contents

‘EX-10.1’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

4 Previous Filings that this Filing References

Quarterly Report — Form 10-Q
Filing Table of Contents