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° 12 TO THE A350 FAMILY PURCHASE...
EXHIBIT 10.56
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° 12
TO THE
A350 FAMILY PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S.
as Seller
and
AIR LEASE CORPORATION
As Buyer
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Amendment Nº12 to the ALC A350 Family PA |
Private & Confidential |
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Ref. CLC - CT1500403 |
Page 1/9 |
AMENDMENT N° 12 TO THE
A350 FAMILY PURCHASE AGREEMENT
This amendment N° 12 (the “Amendment N° 12”) dated 20 December 2019 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 Xxxxx Xxxxxxxxx, 00000 Xxxxxxx, Xxxxxx °(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” and individually as a “Party”.
WHEREAS:
A. The Buyer and the Seller have signed a purchase agreement with reference CLC-CT1103521 on the 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”.
B. 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.
C. 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.
D. 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 [*].
E. 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) [*].
F. On 25 May 2016, the Buyer and the Seller entered into an Amendment N°5 to the Purchase Agreement in order to [*].
G. 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) [*].
H. On 31 July 2017, the Buyer and the Seller entered into an Amendment N°7 to the Purchase Agreement in order to [*].
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I. On 27 December 2017, the Buyer and the Seller entered into an Amendment N°8 to the Purchase Agreement in order to [*].
J. On 01 June 2018, the Buyer and the Seller entered into an Amendment N°9 to the Purchase Agreement in order to [*].
K. On 31 December 2018, the Buyer and the Seller entered into Amendment N° 10 the Purchase Agreement in order to [*].
L. [*], the Buyer and the Seller have entered into an amendment N° 5 to the A330 Agreement dated as of 21 December 2018 to provide for [*].
M. On December 31, 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) [*].
N. On April 26, 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.
O. On May 15, 2019, the Buyer and the Seller entered into an Amendment N°11 in order to [*].
The Purchase Agreement as amended and supplemented pursuant to the foregoing being referred to as the “Agreement”.
P. The Parties now wish to enter into this Amendment N°12 in order to, among other things, (i) provide the terms under which the Seller shall manufacture and sell and the Buyer shall purchase one (1) incremental A350-900 aircraft, [*], pursuant to the terms and conditions defined herein.
[*], the Buyer and the Seller shall enter into:
- an amendment N°9 to the A330 Agreement dated as of even date herewith to [*]; and
- an amendment N°25 to the A320 NEO Agreement dated as of even date herewith to provide for the purchase of twenty-five (25) A321 NEO Aircraft and twenty-seven (27) A321 XLR aircraft (the “A321 Amendment”); and
The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N° 12. 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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1. INCREMENTAL AIRCRAFT
1.1 In consideration of the Seller agreeing to [*], the Seller hereby agrees to sell, and the Buyer agrees to purchase from the Seller, one (1) incremental A350-900 aircraft (the “Amendment N°12 Aircraft”), [*].
1.2 [*]
1.3 [*]
2. [*]
3. [*]
4 [*]
5 [*]
6 [*]
7. [*]
8. [*]
9. SUPPORT / TRAINING MATTERS
9.1 The Buyer and the Seller hereby agree that Appendix A to Clause 15 of the Agreement, as may have been amended from time to time, shall be deleted in its entirety and replaced as follows:
QUOTE
SELLER REPRESENTATIVE ALLOCATION
The Seller Representative allocation provided to the Buyer pursuant to Clause 15.1 is defined hereunder.
1 The Seller will provide to the Buyer Seller Representative services at the Buyer's main base or at other locations to be mutually agreed for the fleet of thirty (30) Aircraft will be [*] man-months in aggregate (such amount takes into account the man-months of Seller Representative services previously provided by the Seller to the Buyer prior to the date of this Amendment No. 12). This allocation will be further assigned by the Buyer on a prorata basis to each of the Buyer’s Operators. [*]
2 For the sake of clarification, such Seller Representatives’ services will include [*].
3 The number of the Seller Representatives assigned to the Buyer at any one time will be mutually agreed, [*] Seller Representatives.
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UNQUOTE
9.2 The Buyer and the Seller hereby agree that Appendix A to Clause 16 of the Agreement, as may have been amended from time to time, shall be deleted in its entirety and replaced as follows:
QUOTE
TRAINING ALLOWANCE
For the avoidance of doubt, all quantities indicated below are the total quantities granted for the whole of the Buyer’s fleet of thirty (30) firmly ordered Aircraft (such quantities take into account the amount of training allowances previously provided by the Seller to the Buyer prior to the date of this Amendment No. 12), unless otherwise specified. [*]
The contractual training courses defined in this Appendix A will be provided up to [*].
Notwithstanding the above, flight operations training courses granted per firmly ordered Aircraft in this Appendix A will be provided by the Seller within a period [*].
Any deviation to said training delivery schedule will be mutually agreed between the Buyer and the Seller.
1 FLIGHT OPERATIONS TRAINING
1.1 Flight Crew Training (standard transition course)
The Seller will provide flight crew training (standard transition course) [*] for [*] of the Buyer's flight crews per firmly ordered Aircraft.
1.2 Extended Range For Twin Engine Aircraft Operations (ETOPS) Training
The Seller will provide [*] ETOPS training for [*] flight crews per ordered Aircraft.
1.3 Flight Crew Line Initial Operating Experience
The Seller will provide to the Buyer pilot Instructor(s) [*] for a period of [*] pilot Instructor months in total for the fleet of thirty (30) Aircraft. This allocation will be further assigned by the Buyer on a prorata basis to each of the Initial Operators.
Unless otherwise agreed during the Training Conference, in order to follow the Aircraft Delivery schedule, the maximum number of pilot Instructors present at any one time will be limited to [*].
1.4 Type Specific Cabin Crew Training Course
The Seller will provide to the Buyer [*] type specific training for cabin crews for [*] in total for the fleet of thirty (30) Aircraft. This allocation will be further assigned by the Buyer on a prorata basis to each of the Initial Operators.
1.5 Airbus Pilot Instructor Course (APIC)
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The Seller will provide to the Buyer transition Airbus Pilot Instructor Course(s) (APIC), for flight and synthetic instruction, [*] for [*] of the Buyer’s flight instructors in total for the fleet of thirty (30) Aircraft. This allocation will be further assigned by the Buyer on a prorata basis to each of the Initial Operators. APIC courses will be performed in groups of two (2) trainees.
2 PERFORMANCE / OPERATIONS COURSE(S)
The Seller will provide to the Buyer [*] trainee days of performance / operations training [*] for the Buyer's personnel in total for the fleet of thirty (30) Aircraft. This allocation will be further assigned by the Buyer on a prorata basis to each of the Initial Operators.
3 MAINTENANCE TRAINING
3.1 The Seller will provide to the Buyer [*] trainee days of maintenance training [*] for the Buyer's personnel in total for the fleet of thirty (30) Aircraft. This allocation will be further assigned by the Buyer on a prorata basis to each of the Initial Operators.
3.2 The Seller will provide to the Buyer [*] in total for the fleet of thirty Aircraft. This allocation will be further assigned by the Buyer on a prorata basis to each of the Initial Operators.
4 TRAINEE DAYS ACCOUNTING
Trainee days are counted as follows:
4.1 For instruction at the Seller's Training Centers: one (1) day of instruction for one (1) trainee equals one (1) trainee day. The number of trainees originally registered at the beginning of the course will be counted as the number of trainees to have taken the course.
4.2 For instruction outside of the Seller's Training Centers: one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of twelve (12) trainee days, except for structure maintenance training course(s).
4.3 For structure maintenance training courses outside the Seller’s Training Center(s), one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or the minimum number of trainees as indicated in the Seller’s Customer Services Catalog.
4.4 For practical training, whether on training devices or on aircraft, one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of six (6) trainee days.
UNQUOTE
10. EFFECTIVITY
This Amendment N°12 will enter into full force and be binding upon the Parties upon the fulfilment of each of the following conditions (the “Conditions”):
[*]
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If the Conditions are not fulfilled on or before 31 December 2019, this Amendment N°12 shall be terminated without further act and the Buyer and the Seller shall have no obligation or liability to the other, whether in contract or otherwise in respect of this Amendment N°12.
11. INCONSISTENCY AND CONFIDENTIALITY
11.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N° 12, 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.
11.2 This Amendment N° 12 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.
11.3 This Amendment N° 12 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.
12. COUNTERPARTS
This Amendment N° 12 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.
13. LAW AND JURISDICTION
The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N° 12 as if the same were set out in full herein, mutatis mutandis.
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IN WITNESS WHEREOF this Amendment N° 12 was entered into the day and year first above written.
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For and on behalf of |
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For and on behalf of |
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AIR LEASE CORPORATION |
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AIRBUS S.A.S. |
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By: |
/s/ Xxxx X. Xxxxxxx |
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By: |
/s/ Xxxxxx de Saint-Exupéry |
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Its: |
CEO & President |
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Its: |
Senior Vice President, Contracts |
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APPENDIX 1
APPENDIX 1
Delivery Schedule
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Scheduled Delivery Month |
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[*]-24 |
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