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...

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 0, xxxx-xxxxx Xxxxx Xxxxxxxxx, 00000 Xxxxxxx, Xxxxxx, 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, 00000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxxx, XX, Xxxxxx X0X 0X0 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, Xxxxx 0000X, Xxx Xxxxxxx, Xxxxxxxxxx 00000, X.X.X. (“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	Page 3/5

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/ Xxxxxx de Saint-Exupéry		By:	/s/ Xxxxxxxx Xxxxxxxxx
Its:	Senior Vice President, Contracts		Its:	CEO
For and on behalf of
AIR LEASE CORPORATION
By:	/s/ Xxxx X. Xxxxxxx
Its:	CEO & President

ALC – [*] Agreement
Ref. CLC - CT1906403 – Execution Version – Confidential	Page 5/5