AMENDMENT N°7 TO THE A350 FAMILY PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. as Seller and AIR LEASE CORPORATION As Buyer
EXHIBIT 10.1
Confidential Treatment
Requested Pursuant to Rule 24b-2
AMENDMENT N°7
TO THE
A350 FAMILY PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S.
as Seller
and
AIR LEASE CORPORATION
As Buyer
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Amendment Nº7 to the ALC A350XWB Family PA |
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Ref. CLC- CT1700108 |
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Page 1/6 |
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AMENDMENT N°7 TO THE
A350 FAMILY PURCHASE AGREEMENT
This amendment N°7 (the “Amendment N°7) dated 31 July 2017 is made
BETWEEN:
AIRBUS S.A.S., a French société par actions simplifiée with a share capital of EUR 3,226,781, 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 (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 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000X, 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 a purchase agreement with reference CLC-CT1103521 on the 1st 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”.
B. On 3rd 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.
C. On 3rd March 2015, the Buyer and the Seller entered into an Amendment N°2 to the Purchase Agreement for the manufacture and sale by the Seller and purchase by the Buyer of one (1) incremental A350-900 Aircraft.
D. On 08th 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 [*].
E. On 14th 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) [*].
F. On 25th May 2016, the Buyer and the Seller entered into an Amendment N°5 to the Purchase Agreement [*].
G. On 18th 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) [*].
The Purchase Agreement as amended and supplemented pursuant to the foregoing shall be referred to as the “Agreement”.
H. The Buyer and the Seller now wish to enter into this Amendment N°7 in order to [*].
*Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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Amendment Nº7 to the ALC A350XWB Family PA |
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Ref. CLC- CT1700108 |
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Page 2/6 |
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The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°7. 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:
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Amendment Nº7 to the ALC A350XWB Family PA |
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Ref. CLC- CT1700108 |
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Page 3/6 |
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1. [*]
2. INCONSISTENCY AND CONFIDENTIALITY
2.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°7, 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.
2.2 This Amendment N°7 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.
2.3 This Amendment N°7 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.
3. COUNTERPARTS
This Amendment N°7 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
This Amendment N°7 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 provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°7 as if the same were set out in full herein, mutatis mutandis.
*Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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Amendment Nº7 to the ALC A350XWB Family PA |
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Ref. CLC- CT1700108 |
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Page 4/6 |
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IN WITNESS WHEREOF this Amendment N°7 was entered into the day and year first above written.
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For and on behalf of |
For and on behalf of |
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AIR LEASE CORPORATION |
AIRBUS S.A.S. |
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/s/ Xxxxx Xxxx |
/s/ Xxxxxxxxxx Xxxxxx |
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By: |
Xxxxx Xxxx |
By: |
Xxxxxxxxxx Xxxxxx |
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Its: |
Executive Vice President |
Its: |
Senior Vice President Contracts |
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Amendment Nº7 to the ALC A350XWB Family PA |
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Ref. CLC- CT1700108 |
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Page 5/6 |
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APPENDIX 1
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2024 |
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*Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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Amendment Nº7 to the ALC A350XWB Family PA |
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Ref. CLC- CT1700108 |
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Page 6/6 |
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