AMENDMENT N° 1 TO THE A320 FAMILY PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. as Seller and AIR LEASE CORPORATION As Buyer

EXHIBIT 10.19
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406

AMENDMENT N° 1

TO THE

A320 FAMILY

PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Amendment N°1 to the ALC A320 Family PA — CLC CT1004960		Page 1 of 7
EXECUTION VERSION — December 2010

AMENDMENT N°1 TO THE
A320 FAMILY PURCHASE AGREEMENT

This amendment N°1 (the “Amendment N°1”) dated 01^st December 2010 is made

BETWEEN:

AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 0 Xxxx-Xxxxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxxx-Xxxxx, Xxxxxx and registered with the Toulouse Registre du Commerce under number RCS Toulouse 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 000X, 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 on the 19th July 2010 a purchase agreement with reference CT-CLC1001222 for the manufacture and sale by the Seller and purchase by the Buyer of fifty one (51) A320 family aircraft hereinafter together with its Exhibits and Letter Agreements and as further amended from time to time referred to as the “Agreement”.
	B.		The Buyer and the Seller hereby agree to advance the Scheduled Delivery Month of [*] in order to facilitate the placement of such Aircraft.
			The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°1. 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:

^* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Amendment N°1 to the ALC A320 Family PA — CLC CT1004960		Page 2 of 7
EXECUTION VERSION — December 2010

1.		RESCHEDULING OF [*]
1.1		New Scheduled Delivery Month
		The Parties agree that the A320-200 Aircraft with [*] as set out in Clause 9.1 of the Agreement is hereby rescheduled (the “First Rescheduled Aircraft”), as follows:
[*]
1.2		Effect on Predelivery Payments
		As a result of the advancement, the Buyer will make Predelivery payments in accordance with the new delivery schedule relating to the First Rescheduled Aircraft and any amount due by virtue of such advancement will be due by the Buyer to the Seller upon execution of this Amendment N°1.
2.		RESCHEDULING OF [*]
2.1		New Scheduled Delivery Month
		The Parties agree that the A320-200 Aircraft with [*] as set out in Clause 9.1 of the Agreement is hereby rescheduled (the “Second Rescheduled Aircraft”), as follows:
[*]
2.2		Effect on Predelivery Payments
		As a result of the advancement, the Buyer will make Predelivery payments in accordance with the new delivery schedule relating to the Second Rescheduled Aircraft and any amount due by virtue of such advancement will be due by the Buyer to the Seller upon execution of this Amendment N°1.
3.		DELIVERY SCHEDULE
		As a result of the changes described in Clauses 1 and 2 above, the existing Delivery Schedule of the Aircraft included in Clause 9.1 of the Agreement is hereby cancelled and replaced by the Delivery Schedule set forth in Appendix 1 hereto, reflecting the Scheduled Delivery Month of the Rescheduled Aircraft.

^* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Amendment N°1 to the ALC A320 Family PA — CLC CT1004960		Page 3 of 7
EXECUTION VERSION — December 2010

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°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.
4.2		This Amendment N°1, contains the entire agreement between the Parties in respect of the matters hereof and supersedes all other prior understandings, commitments, agreements, representations and negotiations 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°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.
5.		COUNTERPARTS
		This Amendment 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
		The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N°1 as if the same were set out in full herein, mutatis mutandis.

Amendment N°1 to the ALC A320 Family PA — CLC CT1004960		Page 4 of 7
EXECUTION VERSION — December 2010

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
AIR LEASE CORPORATION		AIRBUS S.A.S.
/s/ Xxxxx Xxxx		/s/ Xxxxxxxxxx Xxxxxx
Name Xxxxx Xxxx		Name Xxxxxxxxxx Xxxxxx
Title Executive Vice President		Title Senior Vice President Contracts

Amendment N°1 to the ALC A320 Family PA — CLC CT1004960
EXECUTION VERSION — December 2010 Page 5 of 7

APPENDIX 1

DELIVERY SCHEDULE

[*]

^* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Amendment N°1 to the ALC A320 Family PA — CLC CT1004960		Page 6 of 7
EXECUTION VERSION — December 2010

APPENDIX 1

[*]

^* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Amendment N°1 to the ALC A320 Family PA — CLC CT1004960		Page 7 of 7
EXECUTION VERSION — December 2010