AMENDMENT N°4 TO THE A350 FAMILY PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. as Seller and AIR LEASE CORPORATION As Buyer

EXHIBIT 10.15

 

Confidential Treatment
Requested Pursuant to Rule 24b-2

 

 

 

AMENDMENT N°4

 

 

TO THE

 

 

 

A350 FAMILY PURCHASE AGREEMENT

 

 

 

BETWEEN

 

 

 

AIRBUS S.A.S.

 

as Seller

 

 

 

and

 

 

 

AIR LEASE CORPORATION

 

As Buyer

AMENDMENT N°4 TO THE

A350 FAMILY PURCHASE AGREEMENT

 

 

This amendment N°4 (the “Amendment N°4) dated 14 April  2016 is made

 

BETWEEN:

 

AIRBUS S.A.S., a  société par actions simplifiée, created and existing under French law having its registered office at ▇ ▇▇▇▇‑▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 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 and (ii) [*].  

 

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

 

E.    [*] In this regard, the Buyer and the Seller wish to enter into this Amendment N°4 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, and (ii) [*].

 

[*]

 

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

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°4. 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:

 

1.            SALE AND PURCHASE

 

The Seller hereby agrees to sell, and the Buyer agrees to purchase from the Seller, one (1) incremental A350-900 Aircraft (referred to as the “Amendment N°4 Aircraft”) which sale and purchase will be subject to the [*].

 

2.            DELIVERY SCHEDULE

 

2.1           [*] the Seller will have the Amendment N°4 Aircraft Ready for Delivery at the Delivery Location in [*].

 

2.2           [*] 

 

2.3           The table in Clause 9.1.1 of the Purchase Agreement, as may have been amended from time to time, is hereby deleted in its entirety and replaced by the one set forth in Appendix 1 hereto.

 

2.4           [*]

 

3.             PRICING TERMS [*]

 

3.1           The pricing conditions [*] shall apply to the Amendment N°4 Aircraft. 

 

3.2.          [*]

 

For the avoidance of doubt, the [*] shall be applicable to the Amendment N°4 Aircraft.

 

3.3           [*].

 

4.             SUPPORT/ TRAINING MATTERS

 

4.1           Following the sale by the Seller and the purchase by the Buyer of Amendment N°4 Aircraft, the Buyer and the Seller hereby agree that Appendix A to Clause 15 of the Purchase 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.

 

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

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 twenty-nine (29) Aircraft will be [*] man-months in aggregate. 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.

 

UNQUOTE

 

4.2               Following the sale by the Seller and the purchase by the Buyer of Amendment N°4 Aircraft, 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 twenty-nine (29) Aircraft firmly ordered, 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 starting [*].

 

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 firmly 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 twenty-nine (29) Aircraft. This

 

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

allocation will be further assigned by the Buyer on a prorata basis to each Operator.

 

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 twenty-nine (29) 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)

 

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 twenty-nine (29) 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 twenty-nine (29) 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 twenty-nine (29) 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 twenty-nine (29) 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).

 

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

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

 

 

5.                 [*]

 

[*]

 

6.                 [*]

 

[*]

 

 

7.                 INCONSISTENCY AND CONFIDENTIALITY

 

7.1               In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°4, 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.

 

7.2               This Amendment N°4 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.

 

7.3               This Amendment N°4 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.

 

8.                 COUNTERPARTS

 

This Amendment N°4 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.

 

9.                 LAW AND JURISDICTION

 

The provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°4 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.

IN WITNESS WHEREOF this Amendment N°4 was entered into the day and year first above written.

 

 

 

 

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