sv1za

Proposed Maximum

Title of Each Class of

Aggregate Offering

Amount of

Securities to be Registered

Price(1)(2)

Registration Fee(3)

Class A Common Stock, par value $0.01 per share

$100,000,000

0000950123-11-022595.txt : 20110307 0000950123-11-022595.hdr.sgml : 20110307 20110307150926 ACCESSION NUMBER: 0000950123-11-022595 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20110307 DATE AS OF CHANGE: 20110307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIR LEASE CORP CENTRAL INDEX KEY: 0001487712 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 271840403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-171734 FILM NUMBER: 11668376 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: SUITE 600-N CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 553-0555 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: SUITE 600-N CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: AIR LEASE Corp DATE OF NAME CHANGE: 20100323 S-1/A 1 v57988a3sv1za.htm FORM S-1/A sv1za

As filed with the Securities and Exchange Commission on March 7, 2011

Registration No. 333-171734

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3
to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AIR LEASE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	7359	27-1840403
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067

(310) 553-0555

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John L. Plueger

President & Chief Operating Officer

Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067

(310) 553-0555

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Grant A. Levy Executive Vice President, General Counsel & Secretary Air Lease Corporation 2000 Avenue of the Stars, Suite 600N Los Angeles, CA 90067 (310) 553-0555		Robert B. Knauss, Esq. Mark H. Kim, Esq. Munger, Tolles & Olson LLP 355 South Grand Avenue, 35th Floor Los Angeles, CA 90071 (213) 683-9100		Joseph A. Hall Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE


(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)	Includes shares of Class A Common Stock that the underwriters have the option to purchase from the registrant solely to cover over-allotments, if any.

(3)	Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-171734) of Air Lease Corporation is being filed solely for the purpose of filing Exhibits 10.19 through 10.27. Other than the filing of exhibits and corresponding changes to the exhibit index and signature pages, the remainder of the Registration Statement is unchanged.

Part II
Information not required in prospectus


Item 13.	*Other expenses of issuance and distribution*

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, paid or to be paid by the registrant in connection with the sale of the Class A Common Stock being registered hereby:



		Amount


SEC registration fee		$
FINRA filing fee
listing fee
Printing expenses
Legal fees and expenses
Accounting fees and expenses
Transfer agent and registrar fees and expenses
Miscellaneous

Total		$


Item 14.	*Indemnification of directors and officers*

Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Our restated certificate of incorporation provides for this limitation of liability.

Section 145 of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation

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or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Our amended and restated bylaws provide for the indemnification of officers and directors of the corporation consistent with Section 145 of the DGCL.

The indemnification rights set forth above are not exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or directors or otherwise. We also entered into indemnification agreements with our directors that generally provide for mandatory indemnification to the fullest extent permitted by law.

The proposed form of underwriting agreement to be filed as Exhibit 1.1 to the Registration Statement is expected to provide that the underwriters are obligated, under certain circumstances, to indemnify directors, officers and controlling persons of our Company against certain liabilities, including liabilities under the Securities Act of 1933.

Delaware law also provides that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against any liability asserted against and incurred by such person, whether or not the corporation would have the power to indemnify such person against such liability. We maintain, at our expense, an insurance policy that insures our officers and directors, subject to customary exclusions and deductions, against specified liabilities that may be incurred in those capacities.


Item 15.	*Recent sales of unregistered securities*

Since February 5, 2010, the registrant has sold the following securities without registration under the Securities Act of 1933, as amended (the “Act”):

1. From February 5, 2010 through April 20, 2010, the registrant issued and sold to certain employees an aggregate of 875,000 shares of Class A Common Stock for an aggregate purchase price of $1.75 million in cash.

2. On June 4, 2010, the registrant issued and sold to funds managed by each of Leonard Green & Partners, L.P. and Ares Management LLC an aggregate of 13,888,888 shares of Class A Common Stock for an aggregate purchase price of $250 million, $200 million of which was paid in cash and $50 million of which was represented by cancellation of senior convertible notes issued by the registrant to such persons on May 7, 2010.

3. On June 4, 2010, the registrant issued and sold to certain members of its management (and their family members and affiliates) and members of its board of directors an

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aggregate of 555,556 shares of Class A Common Stock for an aggregate purchase price of $10 million, which was represented by cancellation of senior convertible notes issued by the registrant to such persons on May 7, 2010.

4. From June 4, 2010 through July 13, 2010, the registrant issued and sold to institutional and individual investors an aggregate of 50,050,205 shares of Common Stock for an aggregate purchase price of $1 billion in cash.

5. On June 4, 2010, the registrant issued a warrant to purchase 214,500 shares of Common Stock and a warrant to purchase 268,125 shares of Common Stock to Société Générale S.A. and Commonwealth Bank of Australia, respectively, at an exercise price of $20.00 per share.

6. From June 4, 2010 through August 11, 2010, the registrant granted to certain employees options to purchase an aggregate of 3,223,658 shares of Class A Common Stock at an exercise price of $20.00 per share and restricted stock units with respect to an aggregate of 3,222,357 shares of Class A Common Stock under its Air Lease Corporation 2010 Equity Incentive Plan.

7. On June 17, 2010, the registrant issued to Commonwealth Bank of Australia 3,779,442 shares of Class A Common Stock in exchange for the surrender by Commonwealth Bank of Australia of the same number of shares of Class B Non-Voting Common Stock.

8. On July 14, 2010, the registrant granted to certain employees options to purchase an aggregate of 2,250 shares of Class A Common Stock at an exercise price of $20.00 per share and restricted stock units with respect to an aggregate of 3,550 shares of Class A Common Stock under its Air Lease Corporation 2010 Equity Incentive Plan.

9. From July 16, 2010 through July 26, 2010, the registrant issued and sold to certain employees an aggregate of 23,500 shares of Class A Common Stock for an aggregate purchase price of $470,000 in cash.

The transactions described above in Items 1–3, 6 and 9 were effected without registration under the Act in reliance on the exemptions from registration provided pursuant to Section 4(2) of the Act and Rule 506 of Regulation D thereunder relating to transactions not involving any public offering. The recipients of the securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for offer or sale in connection with any distribution thereof, and also represented that they were “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the Act. Appropriate legends were affixed to share certificates, and/or investors were informed of the limitations on resale of the Class A Common Stock through the use of appropriate disclosure and contractual representations.

The transactions described in Items 4 and 5 were effected without registration under the Act in reliance on the exemptions from registration pursuant to Rule 144A, Rule 506 of Regulation D, and Regulation S promulgated under the Act, with FBR Capital Markets & Co. (formerly Friedman Billings Ramsey & Co., Inc.) acting as initial purchaser and placement agent. A portion of the securities were sold directly by the registrant to accredited investors and non-U.S. persons in transactions exempt from registration under Section 4(2) of the Act and Rule 506 of Regulation D thereunder relating to sales not involving any public offering and Regulation S relating to offshore sales. The remainder of the securities were sold to the initial purchaser who resold the shares to persons it reasonably believed were “qualified institutional buyers” (as defined by Rule 144A under the Act) or to non-U.S. persons (as defined under Regulation S of

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the Act). The securities were sold only to investors that the registrant believed were qualified institutional buyers, accredited investors and/or non-U.S. persons. Additionally, none of these sales were made by any form of general solicitation or general advertising. Finally, the registrant took reasonable precautions to ensure that all of the purchasers were purchasing shares for their own account and were informed of the limitations on resale of the securities through the use of appropriate disclosure and contractual representations that were obtained from the purchasers. For its role as initial purchaser and placement agent, FBR Capital Markets & Co., generally received an initial purchaser’s discount or placement fee equal to $1.05 per share (or 5.25% of the per share consideration), except with respect to 10 million shares for which it received an initial purchaser’s discount or placement fee of $0.20 per share (or 1.00% of the per share consideration) and 3,912,500 shares with respect to which it did not receive an initial purchaser’s discount or fee. Following the closing of the transactions described in Items 4 and 5, FBR Capital Markets & Co. reimbursed to the registrant an amount equal to 1.15% of the gross proceeds received from such offering.

The transaction described in Item 7 was effected without registration under the Act in reliance on either Section 3(a)(9) of the Act as an exchange by the registrant with an existing security holder where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange, or the exemption from registration provided under Section 4(2) of the Act as a transaction not involving a public offering.

The transactions described above in Item 8 were effected without registration under the Act in reliance on the exemption from registration provided pursuant to either or both of Section 4(2) of the Act or Rule 701 thereunder, as transactions pursuant to compensatory benefit plans and contracts relating to compensation.

Item 16. Exhibits and financial statement schedules

A. Exhibits



Exhibit
No.			Description


	1	.1*	Form of Underwriting Agreement
	3	.1**	Restated Certificate of Incorporation of Air Lease Corporation
	3	.2**	Amended and Restated Bylaws of Air Lease Corporation
	4	.1*	Form of Specimen Stock Certificate
	4	.2**	Registration Rights Agreement, dated as of June 4, 2010, between Air Lease Corporation and FBR Capital Markets & Co., as the initial purchaser/placement agent
	5	.1*	Opinion of Munger, Tolles & Olson LLP
	10	.1**	Warehouse Loan Agreement, dated as of May 26, 2010, among ALC Warehouse Borrower, LLC, as Borrower, the Lenders from time to time party hereto, and Credit Suisse AG, New York Branch, as Agent
	10	.2**	Pledge and Security Agreement, dated as of May 26, 2010, among Air Lease Corporation, as Parent, ALC Warehouse Borrower, LLC, as Borrower, the subsidiaries of the Borrower from time to time party hereto, Deutsche Bank Trust Company Americas, as Collateral Agent, and Credit Suisse AG, New York Branch, as Agent
	10	.3**	Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan
	10	.4**	Form of Restricted Stock Unit Award Agreement

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Exhibit
No.			Description


	10	.5**	Form of Option Award Agreement
	10	.6**	Warrant No. 1 to purchase 214,500 shares of Common Stock, dated June 4, 2010
	10	.7**	Warrant No. 2 to purchase 268,125 shares of Common Stock, dated June 4, 2010
	10	.8**	Employment Agreement, dated as of February 5, 2010, by and between Air Lease Corporation and Steven F. Udvar-Házy
	10	.9**	Amendment to Employment Agreement, dated as of August 11, 2010, by and between Air Lease Corporation and Steven F. Udvar-Házy
	10	.10**	Employment Agreement, dated as of March 29, 2010, by and between Air Lease Corporation and John L. Plueger
	10	.11**	Amendment to Employment Agreement, dated as of August 11, 2010, by and between Air Lease Corporation and John L. Plueger
	10	.12**	Form of Indemnification Agreement with directors and officers
	10	.13**†	A320 Family Purchase Agreement, dated July 19, 2010, by and between Air Lease Corporation and Airbus S.A.S.
	10	.14**†	A330-200 Purchase Agreement, dated September 2, 2010, by and between Air Lease Corporation and Airbus S.A.S.
	10	.15**†	Purchase Agreement Number PA-03524, dated as of September 30, 2010, by and between Air Lease Corporation and The Boeing Company.
	10	.16**†	Purchase Agreement, dated October 5, 2010, by and between Air Lease Corporation and Embraer — Empresa Brasileira de Aeronáutica S.A.
	10	.17**	Amended and Restated Deferred Bonus Plan
	10	.18**	Form of Grant Notice for Non-Employee Director Restricted Stock Units
	10	.19†	Amendment N° 1 to the A320 Family Purchase Agreement, dated December 1, 2010, by and between Air Lease Corporation and Airbus S.A.S.
	10	.20†	Amendment N° 2 to the A320 Family Purchase Agreement, dated December 1, 2010, by and between Air Lease Corporation and Airbus S.A.S.
	10	.21†	Amendment N° 1 to the A330-200 Purchase Agreement, dated December 1, 2010, by and between Air Lease Corporation and Airbus S.A.S.
	10	.22†	Amendment N° 2 to the A330-200 Purchase Agreement, dated January 6, 2011, by and between Air Lease Corporation and Airbus S.A.S.
	10	.23†	Amendment N° 3 to the A330-200 Purchase Agreement, dated January 14, 2011, by and between Air Lease Corporation and Airbus S.A.S.
	10	.24†	Amendment N° 4 to the A330-200 Purchase Agreement, dated February 11, 2011, by and between Air Lease Corporation and Airbus S.A.S.
	10	.25†	Amendment No. 1 to the Purchase Agreement COM0188-10, dated January 4, 2011, by and between Air Lease Corporation and Embraer S.A. (f/k/a Embraer — Empresa Brasileira de Aeronáutica S.A.)
	10	.26†	Amendment No. 2 to the Purchase Agreement COM0188-10, dated February 11, 2011, by and between Air Lease Corporation and Embraer S.A. (f/k/a Embraer — Empresa Brasileira de Aeronáutica S.A.)

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Exhibit
No.			Description


	10	.27†	Aircraft Sale and Purchase Agreement, dated November 5, 2010, by and among Air Lease Corporation, the other purchasers listed in Schedule 1 thereto and the sellers listed in Schedule 1 thereto
	21	.1**	List of Subsidiaries of Air Lease Corporation
	23	.1**	Consent of KPMG LLP
	23	.2*	Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1)
	23	.3**	Consent of AVITAS, Inc.
	24	.1**	Power of Attorney


*		To be filed by amendment.

**		Previously filed.

†		The registrant has omitted confidential portions of the referenced exhibit and filed such confidential portions separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933, as amended.

B. Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the information is included in the financial statements or related notes.


Item 17.	*Undertakings*

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Los Angeles, state of California, on March 7, 2011.

AIR LEASE CORPORATION


	By:	/s/ John L. Plueger

Name: John L. Plueger


	Title:	President & Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date


/s/ Steven F. Udvar-Házy Steven F. Udvar-Házy	Principal Executive Officer	March 7, 2011

/s/ James C. Clarke James C. Clarke	Principal Financial Officer	March 7, 2011

/s/ Gregory B. Willis Gregory B. Willis	Principal Accounting Officer	March 7, 2011

/s/ Steven F. Udvar-Házy Steven F. Udvar-Házy	Director	March 7, 2011

/s/ John L. Plueger John L. Plueger	Director	March 7, 2011

* John G. Danhakl	Director	March 7, 2011

* Matthew J. Hart	Director	March 7, 2011

* Robert A. Milton	Director	March 7, 2011

* Michel M.R.G. Péretié	Director	March 7, 2011

* Antony P. Ressler	Director	March 7, 2011

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Signature		Title	Date


* Wilbur L. Ross, Jr.		Director	March 7, 2011

* Ian M. Saines		Director	March 7, 2011

* Dr. Ronald D. Sugar		Director	March 7, 2011

*By:	/s/ John L. Plueger John L. Plueger Attorney-in-Fact

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EXHIBIT INDEX



Exhibit
No.			Description


	1	.1*	Form of Underwriting Agreement
	3	.1**	Restated Certificate of Incorporation of Air Lease Corporation
	3	.2**	Amended and Restated Bylaws of Air Lease Corporation
	4	.1*	Form of Specimen Stock Certificate
	4	.2**	Registration Rights Agreement, dated as of June 4, 2010, between Air Lease Corporation and FBR Capital Markets & Co., as the initial purchaser/placement agent
	5	.1*	Opinion of Munger, Tolles & Olson LLP
	10	.1**	Warehouse Loan Agreement, dated as of May 26, 2010, among ALC Warehouse Borrower, LLC, as Borrower, the Lenders from time to time party hereto, and Credit Suisse AG, New York Branch, as Agent
	10	.2**	Pledge and Security Agreement, dated as of May 26, 2010, among Air Lease Corporation, as Parent, ALC Warehouse Borrower, LLC, as Borrower, the subsidiaries of the Borrower from time to time party hereto, Deutsche Bank Trust Company Americas, as Collateral Agent, and Credit Suisse AG, New York Branch, as Agent
	10	.3**	Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan
	10	.4**	Form of Restricted Stock Unit Award Agreement
	10	.5**	Form of Option Award Agreement
	10	.6**	Warrant No. 1 to purchase 214,500 shares of Common Stock, dated June 4, 2010
	10	.7**	Warrant No. 2 to purchase 268,125 shares of Common Stock, dated June 4, 2010
	10	.8**	Employment Agreement, dated as of February 5, 2010, by and between Air Lease Corporation and Steven F. Udvar-Házy
	10	.9**	Amendment to Employment Agreement, dated as of August 11, 2010, by and between Air Lease Corporation and Steven F. Udvar-Házy
	10	.10**	Employment Agreement, dated as of March 29, 2010, by and between Air Lease Corporation and John L. Plueger
	10	.11**	Amendment to Employment Agreement, dated as of August 11, 2010, by and between Air Lease Corporation and John L. Plueger
	10	.12**	Form of Indemnification Agreement with directors and officers
	10	.13**†	A320 Family Purchase Agreement, dated July 19, 2010, by and between Air Lease Corporation and Airbus S.A.S.
	10	.14**†	A330-200 Purchase Agreement, dated September 2, 2010, by and between Air Lease Corporation and Airbus S.A.S.
	10	.15**†	Purchase Agreement Number PA-03524, dated as of September 30, 2010, by and between Air Lease Corporation and The Boeing Company.
	10	.16**†	Purchase Agreement, dated October 5, 2010, by and between Air Lease Corporation and Embraer — Empresa Brasileira de Aeronáutica S.A.
	10	.17**	Amended and Restated Deferred Bonus Plan
	10	.18**	Form of Grant Notice for Non-Employee Director Restricted Stock Units

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Exhibit
No.			Description


	10	.19†	Amendment N° 1 to the A320 Family Purchase Agreement, dated December 1, 2010, by and between Air Lease Corporation and Airbus S.A.S.
	10	.20†	Amendment N° 2 to the A320 Family Purchase Agreement, dated December 1, 2010, by and between Air Lease Corporation and Airbus S.A.S.
	10	.21†	Amendment N° 1 to the A330-200 Purchase Agreement, dated December 1, 2010, by and between Air Lease Corporation and Airbus S.A.S.
	10	.22†	Amendment N° 2 to the A330-200 Purchase Agreement, dated January 6, 2011, by and between Air Lease Corporation and Airbus S.A.S.
	10	.23†	Amendment N° 3 to the A330-200 Purchase Agreement, dated January 14, 2011, by and between Air Lease Corporation and Airbus S.A.S.
	10	.24†	Amendment N° 4 to the A330-200 Purchase Agreement, dated February 11, 2011, by and between Air Lease Corporation and Airbus S.A.S.
	10	.25†	Amendment No. 1 to the Purchase Agreement COM0188-10, dated January 4, 2011, by and between Air Lease Corporation and Embraer S.A. (f/k/a Embraer — Empresa Brasileira de Aeronáutica S.A.)
	10	.26†	Amendment No. 2 to the Purchase Agreement COM0188-10, dated February 11, 2011, by and between Air Lease Corporation and Embraer S.A. (f/k/a Embraer — Empresa Brasileira de Aeronáutica S.A.)
	10	.27†	Aircraft Sale and Purchase Agreement, dated November 5, 2010, by and among Air Lease Corporation, the other purchasers listed in Schedule 1 thereto and the sellers listed in Schedule 1 thereto
	21	.1**	List of Subsidiaries of Air Lease Corporation
	23	.1**	Consent of KPMG LLP
	23	.2*	Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1)
	23	.3**	Consent of AVITAS, Inc.
	24	.1**	Power of Attorney


*		To be filed by amendment.

**		Previously filed.

†		The registrant has omitted confidential portions of the referenced exhibit and filed such confidential portions separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933, as amended.

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EX-10.19 2 v57988a3exv10w19.htm EX-10.19 exv10w19

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 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France 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 2000 Avenue of the Stars, Suite 600N, 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 19^th 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/ Grant Levy		/s/ Christophe Mourey

Name Grant Levy		Name Christophe Mourey

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

EX-10.20 3 v57988a3exv10w20.htm EX-10.20 exv10w20

EXHIBIT 10.20
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406

AMENDMENT N° 2

TO THE

A320 FAMILY

PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer



Amendment N°2 to the ALC A320 Family PA — CLC CT1005050		Page 1 of 7
EXECUTION VERSION — December 2010

AMENDMENT N°2 TO THE
A320 FAMILY PURCHASE AGREEMENT

This amendment N°2 (the “Amendment N°2”) dated 01^st December 2010 is made

BETWEEN:

and

The Buyer and Seller together are referred to as the “Parties”.

WHEREAS:

	A.		The Buyer and the Seller have signed on the 19^th 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 have signed on the 01^st December 2010 an amendment N°1 to the Agreement with reference CT-CLC1004960 relating to the rescheduling of [] (the “Amendment N°1*”)

	C.		The Buyer wishes to, among other matters, [] pursuant to the terms and conditions set out below in consideration of the concurrent purchase by the Buyer of [].

			The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°2. 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°2 to the ALC A320 Family PA — CLC CT1005050		Page 2 of 7
EXECUTION VERSION — December 2010

1.		[*]

2.		[*]

3.		INCONSISTENCY AND CONFIDENTIALITY

3.1		In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°2, 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.

3.2		This Amendment N°2, 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.

3.3		This Amendment N°2 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.

3.4		This Amendment N°2 shall come into full force and effect upon both (i) signature by both parties of this Amendment and of amendment N°1 to the A330 Agreement.

4.		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.


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



Amendment N°2 to the ALC A320 Family PA — CLC CT1005050		Page 3 of 7
EXECUTION VERSION — December 2010

5.		LAW AND JURISDICTION

		The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N°2 as if the same were set out in full herein, mutatis mutandis.



Amendment N°2 to the ALC A320 Family PA — CLC CT1005050		Page 4 of 7
EXECUTION VERSION — December 2010

IN WITNESS WHEREOF this Amendment N°2 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/ Grant Levy		/s/ Christophe Mourey

Name Grant Levy		Name Christophe Mourey

Title Executive Vice President		Title Senior Vice President Contracts



Amendment N°2 to the ALC A320 Family PA — CLC CT1005050		Page 5 of 7
EXECUTION VERSION — December 2010

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°2 to the ALC A320 Family PA — CLC CT1005050 EXECUTION VERSION — December 2010		Page 6 of 7

APPENDIX 1

[*]


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



Amendment N°2 to the ALC A320 Family PA — CLC CT1005050 EXECUTION VERSION — December 2010		Page 7 of 7

EX-10.21 4 v57988a3exv10w21.htm EX-10.21 exv10w21

EXHIBIT 10.21
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406

AMENDMENT N° 1

TO THE

A330-200 PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer



Amendment N°1 to the ALC A330-200 PA — CLC CT1005050		Page 1 of 9
EXECUTION VERSION — December 2010

AMENDMENT N°1 TO THE
A330-200 PURCHASE AGREEMENT

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

BETWEEN:

and

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 CT-CLC1003274 on the 02^nd September 2010 for the manufacture and sale by the Seller and purchase by the Buyer of three (3) A330-200 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 wishes to purchase and the Seller wishes to sell one (1) incremental A330-200 aircraft under similar terms and conditions of the Agreement.

			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:

AMDT 1 ADDITIONAL A330 AIRCRAFT

1.1

The Seller hereby agrees to sell, and the Buyer agrees to purchase from the Seller, one (1) incremental A330-200 Aircraft, which shall have the same terms and conditions as Aircraft as defined in the Agreement, except as provided for herein (the “Amdt 1 Additional Aircraft”).



Amendment N°1 to the ALC A330-200 PA — CLC CT1005050		Page 2 of 9
EXECUTION VERSION — December 2010

1.2

The Amdt 1 Additional A330 Aircraft shall be scheduled for Delivery as follows:

[*]

1.3

As a result of the amendment contemplated in Paragraph 1 herein, the parties hereby agree to delete the delivery table in Clause 9.1 to the Agreement in its entirety and replace it with Appendix 1 annexed hereto.

1.4		The Buyer will make all Predelivery Payments with respect to such Amdt 1 Additional A330 Aircraft pursuant to the provisions set forth in Appendix 2 annexed hereto.

		Any Predelivery Payments with respect to such Amdt 1 Additional A330 Aircraft falling due prior to the date hereof, but not paid by the Buyer prior to the date hereof, shall be paid within five (5) Working Days of the date hereof, which amount due may be settled by application and to the extent of any “Excess Payment” as such term is defined in Amendment N°2, dated as of the date hereof, to the Airbus A320 Family Purchase Agreement dated as of July 19, 2010 between the Seller and the Buyer.

2.		AIRCRAFT TECHNICAL DEFINITION MATTERS

		The Customization Definition Freeze (“CDF”) date for the Amdt 1 Additional A330 Aircraft, which is scheduled to be delivered in [*].

		In order to achieve such CDF date, the Buyer and the Seller agree that the following milestones will be fulfilled:

	a)		The Buyer and the Seller will meet together with the initial Operator for a Customization Kick-off Meeting on the week starting on [*]; In case the Amdt 1 Additional A330 Aircraft is not placed to an initial Operator by such date, the Seller and the Buyer will still meet on that same week to start preparing a Baseline Specification for such Aircraft.

	b)		The BFE products, the Propulsion Systems and the cabin layout applicable to the Specification of such Amdt 1 Additional A330 Aircraft shall be selected by the Buyer from the BFE vendors, Propulsion Systems Manufacturers and cabin options available in the Seller’s A330 catalogues, no later than [*];

	c)		The Initial Technical Coordination Meeting (“ITCM”) for the cabin configuration of such Amdt 1 Additional A330 Aircraft shall be held in Toulouse, if required, on the week starting on [*].

3.		SUPPORT / TRAINING MATTERS

		The Buyer and the Seller hereby agree that Appendix A to Clause 16 of the Agreement shall be deleted in its entirety and replaced as follows:

QUOTE

APPENDIX “A” TO CLAUSE 16

TRAINING ALLOWANCE


^*		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 A330-200 PA — CLC CT1005050		Page 3 of 9
EXECUTION VERSION — December 2010

		For the avoidance of doubt, all quantities indicated below are the total quantities granted for the whole of the Buyer’s fleet of four (4) 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 [*] said Aircraft Delivery.

		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) and ETOPS courses

		The Seller will provide flight crew training (standard transition course), including ETOPS courses free of charge for [*] of the Buyer’s flight crews per firmly ordered Aircraft.

1.2		Flight Crew Line Initial Operating Experience

		The Seller will provide to the Buyer pilot Instructor(s) free of charge for a period of [*] pilot Instructor months in total for the Buyer’s fleet of four (4) Aircraft firmly ordered. 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 two (2) pilot Instructors.

1.3		Type Specific Cabin Crew Training Course

		The Seller will provide to the Buyer free of charge type specific training for cabin crews for [*] of the Buyer’s cabin crew instructors, pursers or cabin attendants in total for the Buyer’s fleet of four(4) Aircraft firmly ordered.

2		PERFORMANCE / OPERATIONS COURSE(S)

		The Seller will provide to the Buyer [*] trainee days of performance / operations training free of charge for the Buyer’s personnel in total for the Buyer’s fleet of four (4) Aircraft firmly ordered.

3		MAINTENANCE TRAINING

3.1		The Seller will provide to the Buyer [*] trainee days of maintenance training free of charge for the Buyer’s personnel per Aircraft firmly ordered.

4		TRAINEE DAYS ACCOUNTING

		Trainee days are counted 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 A330-200 PA — CLC CT1005050		Page 4 of 9
EXECUTION VERSION — December 2010

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

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.

4.4		This Amendment N°1 shall come into full force and effect upon both (i) signature by both parties of this Amendment and of Amendment N°2 to the A320 Family Purchase Agreement.

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.



Amendment N°1 to the ALC A330-200 PA — CLC CT1005050		Page 5 of 9
EXECUTION VERSION — December 2010

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 A330-200 PA — CLC CT1005050		Page 6 of 9
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/ Grant Levy		/s/ Christophe Mourey

Name Grant Levy		Name Christophe Mourey

Title Executive Vice President		Title Senior Vice President Contracts



Amendment N°1 to the ALC A330-200 PA — CLC CT1005050		Page 7 of 9
EXECUTION VERSION — December 2010

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 A330-200 PA — CLC CT1005050		Page 8 of 9
EXECUTION VERSION — December 2010

APPENDIX 2

Amdt 1 Additional A330 Aircraft Predelivery Payment 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 A330-200 PA — CLC CT1005050		Page 9 of 9
EXECUTION VERSION — December 2010

EX-10.22 5 v57988a3exv10w22.htm EX-10.22 exv10w22

EXHIBIT 10.22
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406

AMENDMENT N° 2

TO THE

A330-200 PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer



Amendment N°2 to the ALC A330-200 PA — CLC CT1006163		Page 1 of 10
EXECUTION VERSION — January 2011

AMENDMENT N°2 TO THE
A330-200 PURCHASE AGREEMENT

This amendment N°2 (the “Amendment N°2”) dated 06^th January 2011 is made

BETWEEN:

and

The Buyer and Seller together are referred to as the “Parties”.

WHEREAS:

	A.		The Buyer and the Seller have signed on the 02^nd September 2010 a purchase agreement with reference CT-CLC1003274 for the manufacture and sale by the Seller and purchase by the Buyer of three (3) A330-200 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 have executed an amendment N°1 to the Agreement with reference CT-CL1005050 December 01^st, 2010 with respect to the order for an incremental A330-200 Aircraft (the “Amendment N°1”), which increases the total A330-200 aircraft ordered under the Agreement to four.

	C.		The Buyer wishes to irrevocably convert Aircraft bearing CAC ID 359405 from A330-200 model into an A330-300 model Aircraft (the “A330-300 Aircraft”) under terms and conditions as set out in this amendment (the “Amendment N°2“).

			The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°2. 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.		DEFINITIONS

1.1		The definition of Aircraft in Clause 0 of the Agreement is deleted and replaced with the following text between quotes:



Amendment N°2 to the ALC A330-200 PA — CLC CT1006163		Page 2 of 10
EXECUTION VERSION — January 2011

	QUOTE

	Aircraft		any or all of the four (4) firm A330-200 Aircraft or A330-300 Aircraft for which the delivery schedule is set forth in Clause 9.1 to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, including the Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

	UNQUOTE

1.2		The following definitions are added to Clause 0 of the Agreement:

		A330-200 Aircraft any Aircraft which is an A330-200 model aircraft

		A330-300 Aircraft any Aircraft which is an A330-300 model aircraft

		A330-300 Aircraft

		Standard Specification

means the A330-300 standard specification document number G.000.03000, Issue 8 dated October 30, 2009, published by the Seller, a copy of which is annexed as Exhibit A-2 to the Agreement including the following design weights:

MTOW:           230 metric tones
MLW:              185 metric tones
MZFW:            173 metric tones

2.		AIRCRAFT TYPE CONVERSION

2.1		The Buyer and the Seller hereby agree that upon execution of this Amendment N°2, the A330-200 Aircraft rank 3, bearing CAC ID 359405, shall be irrevocably converted into an A330-300 model Aircraft.

2.2		The Buyer and the Seller hereby agree that the terms and conditions applicable to the Aircraft under the Agreement, its Exhibits, Appendices or Letter Agreements shall apply to the A330-300 Aircraft unless as specified in this Amendment N°2 hereunder.

3.		AIRCRAFT SPECIFICATION AND TECHNICAL DEFINITION MATTERS

3.1		Specification

		The A330-300 Aircraft will be manufactured in accordance with the Standard Specification reference G.000.02000 Issue 8 dated October 30, 2009, as may already have been modified or varied prior to the date of this Amendment N°2 by the Specification Change Notices listed in Appendix 1 hereto.



Amendment N°2 to the ALC A330-200 PA — CLC CT1006163		Page 3 of 10
EXECUTION VERSION — January 2011

3.2		Technical Definition

		The Customization Definition Freeze (“CDF”) date for the A330-300 Aircraft, which is scheduled to be delivered in [*].

		In order to achieve such CDF date, the Buyer and the Seller agree that the following milestones will be fulfilled:

	a)		The Buyer and the Seller will meet together with the initial Operator for a Customization Kick-off Meeting on the week starting on [*].

	b)		The BFE products, the Propulsion Systems and the cabin layout applicable to the Specification of such Converted Aircraft shall be selected by the Buyer from the BFE vendors, Propulsion Systems Manufacturers and cabin options available in the Seller’s A330 catalogues, no later than [*];

	c)		The Initial Technical Coordination Meeting (“ITCM”) for the cabin configuration of such Converted Aircraft shall be held in Toulouse, on the week starting on [*].

4.		PRICES

		Clause 3.1 of the Agreement shall be deleted in its entirety and be replaced with the following text between quotes:

		QUOTE

	3.1		Base Price of the A330-200 Aircraft and/or A330-300 Aircraft

	The Base Price of the A330-200 Aircraft and/or A330-300 Aircraft, as applicable, is the sum of:

	(i)		the Base Price of the Airframe and

	(ii)		the Base Price of the Propulsion Systems.

	3.1.1		Base Price of the Airframe

	The Base Price of the Airframe is the sum of the following base prices:

	(i)		the base price of the Airframe as defined in the Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers,

			USD [*] For A330-200 Aircraft

			USD [*] For A330-300 Aircraft

	(ii)		the Base Price of any and all SCNs set forth in Appendix 1, at delivery conditions prevailing in January 2009,

			USD [*] For A330-200 Aircraft

			USD [*] For A330-300 Aircraft


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



Amendment N°2 to the ALC A330-200 PA — CLC CT1006163		Page 4 of 10
EXECUTION VERSION — January 2011

			The Base Price of the Airframe has been established in accordance with the average economic conditions prevailing in December 2007, January 2008, February 2008 and corresponding to a theoretical delivery in January 2009 (the “Base Period”).

	3.1.2		Base Price of the Propulsion Systems

	3.1.2.1		The Base Price of a set of two (2) General Electric CF6-80EA4 Propulsion Systems is:

			USD [*] For A330-200 Aircraft and/or A330-300 Aircraft,

			Said Base Price of the CF6-80EA4 Propulsion Systems has been established in accordance with the delivery conditions prevailing in January 2009 and has been calculated from the below reference prices indicated by the Propulsion System Manufacturer (the “General Electric Reference Price”):

			USD [*]

			The General Electric Reference Price has been established in accordance with the delivery conditions prevailing in January 2010 at reference Composite Index of [*] and shall be subject to revision up to the Aircraft Delivery Date in accordance with the General Electric Price Revision Formula set out in Part 2 of Exhibit C of the Agreement.

	3.1.2.2		The Base Price of a set of two (2) Pratt and Whitney PW 4170 Propulsion Systems is:

			USD [*] For A330-200 Aircraft and/or A330-300 Aircraft

			Said Base Price of the PW 4170 Propulsion Systems has been established in accordance with the economic conditions prevailing for a theoretical delivery in January 2009 and has been calculated from the below reference prices indicated by the Propulsion System Manufacturer (the “Pratt and Whitney Reference Price”):

			USD [*]

			at economic conditions prevailing in January 2007 and shall be subject to revision up to the Aircraft Delivery Date in accordance with the Pratt and Whitney Price Revision Formula to set out in Part 3 of Exhibit C of the Agreement.

			If the Buyer select the above Pratt and Whitney Propulsion Systems, the Seller will pass through to the Buyer a Pratt & Whitney marketing allowance (the “PW Marketing Allowance”) reducing the above base price of Pratt and Whitney Propulsion Systems.

			USD [*]

			at economic conditions prevailing for a theoretical delivery in January 2009

			This PW Marketing Allowance has been computed from the Reference Price of USD [*] at economic conditions prevailing in January 2007 and shall be subject to revision up to the Aircraft Delivery Date in accordance with the Pratt and Whitney


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



Amendment N°2 to the ALC A330-200 PA — CLC CT1006163		Page 5 of 10
EXECUTION VERSION — January 2011

			Price Revision Formula. It shall be granted upon delivery of the Aircraft, equipped with above PW 4000 series, and shall be applied against the Final Price of the Aircraft to be delivered under the Agreement.

	3.1.2.3		The Base Price of a set of two (2) Rolls Royce Trent 772B Propulsion Systems is:

			USD [*] For A330-200 Aircraft and/or A330-300 Aircraft

			Said Base Price of the Trent 772B Propulsion Systems has been established in accordance with the economic conditions prevailing for a theoretical delivery in January 2009 and has been calculated from the below reference prices indicated by the Propulsion System Manufacturer (the “Rolls Royce Reference Price”):

			USD [*]

			at economic conditions prevailing in December 1999, January 2000 and February 2000 (delivery conditions January 2001) and shall be subject to revision up to the Aircraft Delivery Date in accordance with the Rolls Royce Price Revision Formula set out in Part 4 of Exhibit C hereto.

UNQUOTE

5.		PREDELIVERY PAYMENTS

		The Predelivery Payments for the A330-300 Aircraft shall be made in accordance with the terms and conditions of the Agreement.

6.		DELIVERY

		As a result of the changes described in Clause 1 above and as a consequence of the execution of this Amendment N°2, the delivery schedule of the Aircraft included in Clause 9.1 of the Agreement, as amended and supplemented from time to time, is hereby cancelled and replaced by the delivery schedule set forth in Appendix 2 hereto.

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°2, 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°2, 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.

7.3		This Amendment N°2 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.


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



Amendment N°2 to the ALC A330-200 PA — CLC CT1006163		Page 6 of 10
EXECUTION VERSION — January 2011

8.		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.

9.		LAW AND JURISDICTION

		The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N°2 as if the same were set out in full herein, mutatis mutandis.



Amendment N°2 to the ALC A330-200 PA — CLC CT1006163		Page 7 of 10
EXECUTION VERSION — January 2011

IN WITNESS WHEREOF this Amendment N°2 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/ Grant Levy		/s/ Christophe Mourey

Name Grant Levy		Name Christophe Mourey

Title Executive Vice President		Title Senior Vice President Contracts



Amendment N°2 to the ALC A330-200 PA — CLC CT1006163		Page 8 of 10
EXECUTION VERSION — January 2011

APPENDIX 1

[*]


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



Amendment N°2 to the ALC A330-200 PA — CLC CT1006163		Page 9 of 10
EXECUTION VERSION — January 2011

APPENDIX 2

DELIVERY SCHEDULE

[*]


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



Amendment N°2 to the ALC A330-200 PA — CLC CT1006163		Page 10 of 10
EXECUTION VERSION — January 2011

LETTER AGREEMENT N° 1 to Amendment N°2

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N
Los Angeles, California 90067, U.S.A.

January 06, 2011

Subject: [*]

AIR LEASE CORPORATION (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an amendment to the Agreement (the “Amendment N°2”) dated as of the date hereof which covers the conversion of one (1) A330-200 type model Aircraft into an A330-300 type model Aircraft as described in such Amendment N°2 (the “A330-300 Aircraft”).

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and/or in the Amendment N°2 as applicable.

Both parties agree that this Letter Agreement, upon execution thereof, shall constitute an integral, nonseverable part of said Agreement and/or Amendment N°2, as applicable, and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement.


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



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 1	Page 1/4
Ref. CT-CLC1006163

LETTER AGREEMENT N° 1 to Amendment N°2

[*]


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



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 1	Page 2/4
Ref. CT-CLC1006163

LETTER AGREEMENT N° 1 to Amendment N°2

4.		Assignment

		Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer 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.

5.		Confidentiality

		This Letter Agreement (and its existence) shall be treated by both parties as confidential and shall not be released (or revealed) in whole or in part 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.



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 1	Page 3/4
Ref. CT-CLC1006163

LETTER AGREEMENT N° 1 to Amendment N°2

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.


Agreed and Accepted		Agreed and Accepted

For and on behalf of		For and on behalf of

AIR LEASE CORPORATION		AIRBUS S.A.S.

/s/ Grant Levy		/s/ Christophe Mourey

By : Grant Levy		By : Christophe Mourey

Its : Executive Vice President		Its : Senior Vice President Contracts



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 1	Page 4/4
Ref. CT-CLC1006163

LETTER AGREEMENT N° 2 to Amendment N°2

AIR LEASE CORPORATION
2000 Avenue of the Stars, Suite 600N
Los Angeles, California 90067, U.S.A.

January 06, 2011

Subject: [*]

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and/or in the Amendment N°2 as applicable.


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



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 2	Page 1/4
Ref. CT-CLC1006163

LETTER AGREEMENT N° 2 to Amendment N°2

[*]

2.		[*]

3.		Assignment

		Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer 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.


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



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 2	Page 2/4
Ref. CT-CLC1006163

LETTER AGREEMENT N° 2 to Amendment N°2

4.		Confidentiality

		This Letter Agreement (and its existence) shall be treated by both parties as confidential and shall not be released (or revealed) in whole or in part 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.



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 2	Page 3/4
Ref. CT-CLC1006163

LETTER AGREEMENT N° 2 to Amendment N°2

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.


Agreed and Accepted		Agreed and Accepted

For and on behalf of		For and on behalf of

AIR LEASE CORPORATION		AIRBUS S.A.S.

/s/ Grant Levy		/s/ Christophe Mourey

By : Grant Levy		By : Christophe Mourey

Its : Executive Vice President		Its : Senior Vice President Contracts



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 2	Page 4/4
Ref. CT-CLC1006163

LETTER AGREEMENT N°3 to Amendment N°2
AIR LEASE CORPORATION

Subject: [*]

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and/or in the Amendment N°2 as applicable.


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



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 3	Page 1/6
Ref. CT-CLC1006163

LETTER AGREEMENT N°3 to Amendment N°2

1		[*]

2		[*]


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



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 3	Page 2/6
Ref. CT-CLC1006163

LETTER AGREEMENT N°3 to Amendment N°2

3		[*]

4		[*]

5		[*]


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



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 3	Page 3/6
Ref. CT-CLC1006163

LETTER AGREEMENT N°3 to Amendment N°2

6		[*]

7		[*]


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



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 3	Page 4/6
Ref. CT-CLC1006163

LETTER AGREEMENT N°3 to Amendment N°2

8		[*]

9.		ASSIGNMENT

		Notwithstanding any other provision of this Letter Agreement or of the Sales Proposal and/or the forthcoming Agreement, this Letter Agreement and the rights and obligations of the Buyer 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.

10.		CONFIDENTIALITY

		This Letter Agreement (and its existence) shall be treated by both parties as confidential and shall not be released (or revealed) in whole or in part 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.


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



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 3	Page 5/6
Ref. CT-CLC1006163

LETTER AGREEMENT N°3 to Amendment N°2

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.


Agreed and Accepted		Agreed and Accepted

For and on behalf of		For and on behalf of

AIR LEASE CORPORATION		AIRBUS S.A.S.

/s/ Grant Levy		/s/ Christophe Mourey

By : Grant Levy		By : Christophe Mourey

Its : Executive Vice President		Its : Senior Vice President Contracts

Date: January 06, 2011		Date: January 06, 2011



Air Lease Corporation
Amendment N°2 to A330-200 PA	- Letter Agreement N° 3	Page 6/6
Ref. CT-CLC1006163

EX-10.23 6 v57988a3exv10w23.htm EX-10.23 exv10w23

EXHIBIT 10.23
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406

AMENDMENT N° 3

TO THE

A330-200 PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

as Buyer



Amendment N°3 to the ALC A330-200 PA — CLC CT1006252		Page 1 of 8
EXECUTION VERSION — January 2011

AMENDMENT N°3 TO THE
A330-200 PURCHASE AGREEMENT

This amendment N°3 (the “Amendment N°3”) dated 14^th January 2011 is made

BETWEEN:

and

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 CT-CLC1003274 on the 02^nd September 2010 for the manufacture and sale by the Seller and purchase by the Buyer of three (3) A330-200 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 have executed an amendment N°1 to the Agreement with reference CT-CL1005050 dated December 01^st, 2010 with respect to the order for an incremental A330-200 Aircraft (the “Amendment N°1”), which increases the total A330-200 aircraft ordered under the Agreement to four.

	C.		The Buyer and the Seller have executed an amendment N°2 to the Agreement with reference CT-CL1006163 dated January 06^th, 2011 with respect to the irrevocable conversion Aircraft bearing CAC ID 359405 from A330-200 model into an A330-300 model Aircraft (the “Amendment N°2“).

	D.		The Buyer wishes to purchase and the Seller wishes to sell one (1) incremental A330-300 aircraft under similar terms and conditions of the Agreement (as amended hereby).

			The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°3. 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:



Amendment N°3 to the ALC A330-200 PA — CLC CT1006252		Page 2 of 8
EXECUTION VERSION — January 2011

1.		AMDT 3 ADDITIONAL A330 AIRCRAFT

1.1		The Seller hereby agrees to sell, and the Buyer agrees to purchase from the Seller, one (1) incremental A330-300 Aircraft, which sale and purchase shall be subject to the same terms and conditions applicable to A330-300 Aircraft as defined in Amendment N°2, except as otherwise provided for herein (the “Amdt 3 Additional A330 Aircraft”).

1.2		The Amdt 3 Additional A330 Aircraft shall be scheduled for Delivery in [*].

1.3		As a result of the amendment contemplated in this Paragraph 1, the Parties hereby agree to delete the delivery table in clause 9.1 to the Agreement in its entirety and replace it with the Appendix annexed hereto.

2.		[*]


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



Amendment N°3 to the ALC A330-200 PA — CLC CT1006252		Page 3 of 8
EXECUTION VERSION — January 2011

5.		LAW AND JURISDICTION

		The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N°2 as if the same were set out in full herein, mutatis mutandis.

3.		[*]

4.		SUPPORT / TRAINING MATTERS

		The Buyer and the Seller hereby agree that Appendix A to Clause 16 of the Agreement shall be deleted in its entirety and replaced as follows:

QUOTE

APPENDIX “A” TO CLAUSE 16

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 five (5) 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 [*] said Aircraft Delivery.

Any deviation to said training delivery schedule will be mutually agreed between the Buyer and the Seller.


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



Amendment N°3 to the ALC A330-200 PA — CLC CT1006252		Page 4 of 8
EXECUTION VERSION — January 2011

1		FLIGHT OPERATIONS TRAINING

1.1		Flight Crew Training (standard transition course) and ETOPS courses

		The Seller will provide flight crew training (standard transition course), including ETOPS courses free of charge for [*] of the Buyer’s flight crews per firmly ordered Aircraft.

1.2		Flight Crew Line Initial Operating Experience

		The Seller will provide to the Buyer pilot Instructor(s) free of charge for a period of [*] pilot Instructor months in total for the Buyer’s fleet of five (5) Aircraft firmly ordered.

		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 two (2) pilot Instructors.

1.3		Type Specific Cabin Crew Training Course

		The Seller will provide to the Buyer free of charge type specific training for cabin crews for [*] of the Buyer’s cabin crew instructors, pursers or cabin attendants in total for the Buyer’s fleet of five (5) Aircraft firmly ordered.

2		PERFORMANCE / OPERATIONS COURSE(S)

		The Seller will provide to the Buyer [*] trainee days of performance / operations training free of charge for the Buyer’s personnel in total for the Buyer’s fleet of five (5) Aircraft firmly ordered.

3		MAINTENANCE TRAINING

3.1		The Seller will provide to the Buyer [*] trainee days of maintenance training free of charge for the Buyer’s personnel per Aircraft firmly ordered.

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.



Amendment N°3 to the ALC A330-200 PA — CLC CT1006252		Page 5 of 8
EXECUTION VERSION — January 2011

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

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°3, 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°3, 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°3 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°3 as if the same were set out in full herein, mutatis mutandis.



Amendment N°3 to the ALC A330-200 PA — CLC CT1006252		Page 6 of 8
EXECUTION VERSION — January 2011

IN WITNESS WHEREOF this Amendment N°3 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/ Grant Levy		/s/ Christophe Mourey

Name Grant Levy		Name Christophe Mourey

Title Executive Vice President		Title Senior Vice President Contracts



Amendment N°3 to the ALC A330-200 PA — CLC CT1006252		Page 7 of 8
EXECUTION VERSION — January 2011

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°3 to the ALC A330-200 PA — CLC CT1006252		Page 8 of 8
EXECUTION VERSION — January 2011

EX-10.24 7 v57988a3exv10w24.htm EX-10.24 exv10w24

EXHIBIT 10.24
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406

AMENDMENT N° 4

TO THE

A330-200 PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

as Buyer



Amendment N°4 to the ALC A330-200 PA — CLC CT1006764		Page 1 of 8
Execution version — February 2011

AMENDMENT N°4 TO THE
A330-200 PURCHASE AGREEMENT

This amendment N°4 (the “Amendment N°4”) dated 11^th February 2011 is made

BETWEEN:

and

The Buyer and Seller together are referred to as the “Parties”.

WHEREAS:

The Buyer and the Seller have signed a purchase agreement with reference CT-CLC1003274 on the 02^nd September 2010 for the manufacture and sale by the Seller and purchase by the Buyer of three (3) A330-200 aircraft hereinafter together with its Exhibits and Letter Agreements and as further amended from time to time referred to as the “Agreement”.

The Buyer and the Seller have executed an amendment N°1 to the Agreement with reference CT-CL1005050 dated December 01^st, 2010 with respect to the order for an incremental A330-200 Aircraft (the “Amendment N°1”), which increases the total A330-200 aircraft ordered under the Agreement to four.

The Buyer and the Seller have executed an amendment N°2 to the Agreement with reference CT-CL1006163 dated January 06^th, 2011 with respect to the irrevocable conversion Aircraft bearing CAC ID 359405 from A330-200 model into an A330-300 model Aircraft (the “Amendment N°2“).

The Buyer and the Seller have executed an amendment N°3 to the Agreement with reference CT-CL1006252 dated January 14^th, 2011 with respect to the order for an incremental A330-300 Aircraft (the “Amendment N°3“).

The Buyer wishes to purchase and the Seller wishes to sell one (1) incremental A330-200 aircraft under similar terms and conditions of the Agreement (as amended hereby).

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:



Amendment N°4 to the ALC A330-200 PA — CLC CT1006764		Page 2 of 8
Execution version — February 2011

1.		AMDT 4 ADDITIONAL A330 AIRCRAFT

1.1		The Seller hereby agrees to sell, and the Buyer agrees to purchase from the Seller, one (1) incremental A330-200 Aircraft, which sale and purchase shall be subject to the same terms and conditions of the Agreement, except as otherwise provided for herein (the “Amdt 4 Additional A330 Aircraft”).

1.2		The Amdt 4 Additional A330 Aircraft shall be scheduled for Delivery in [*].

1.3		As a result of the amendment contemplated in this Paragraph 1, the Parties hereby agree to delete the delivery table in clause 9.1 to the Agreement in its entirety and replace it with the Appendix 1 annexed hereto.

2.		*[]**


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



Amendment N°4 to the ALC A330-200 PA — CLC CT1006764		Page 3 of 8
Execution version — February 2011

3.		*[]**

4.		SUPPORT / TRAINING MATTERS

		The Buyer and the Seller hereby agree that Appendix A to Clause 16 of the Agreement shall be deleted in its entirety and replaced as follows:

QUOTE

APPENDIX “A” TO CLAUSE 16

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 six (6) 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 [] said Aircraft Delivery.

			Any deviation to said training delivery schedule will be mutually agreed between the Buyer and the Seller.


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



Amendment N°4 to the ALC A330-200 PA — CLC CT1006764		Page 4 of 8
Execution version — February 2011

1		FLIGHT OPERATIONS TRAINING

1.1		Flight Crew Training (standard transition course) and ETOPS courses

The Seller will provide flight crew training (standard transition course), including ETOPS courses free of charge for [*] of the Buyer’s flight crews per firmly ordered Aircraft.

1.2

Flight Crew Line Initial Operating Experience

The Seller will provide to the Buyer pilot Instructor(s) free of charge for a period of [*] pilot Instructor months in total for the Buyer’s fleet of six (6) Aircraft firmly ordered. 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 two (2) pilot Instructors.

1.3

Type Specific Cabin Crew Training Course

The Seller will provide to the Buyer free of charge type specific training for cabin crews for [*] of the Buyer’s cabin crew instructors, pursers or cabin attendants in total for the Buyer’s fleet of six (6) Aircraft firmly ordered.

PERFORMANCE / OPERATIONS COURSE(S)

The Seller will provide to the Buyer [*] trainee days of performance / operations training free of charge for the Buyer’s personnel in total for the Buyer’s fleet of six (6) Aircraft firmly ordered.

MAINTENANCE TRAINING

3.1

The Seller will provide to the Buyer [*] trainee days of maintenance training free of charge for the Buyer’s personnel per Aircraft firmly ordered.

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.


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



Amendment N°4 to the ALC A330-200 PA — CLC CT1006764		Page 5 of 8
Execution version — February 2011

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

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°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.

4.2		This Amendment N°4, 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°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.

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°4 as if the same were set out in full herein, mutatis mutandis.



Amendment N°4 to the ALC A330-200 PA — CLC CT1006764		Page 6 of 8
Execution version — February 2011

IN WITNESS WHEREOF this Amendment N°4 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/ Grant Levy		/s/ Christophe Mourey

Name Grant Levy		Name Christophe Mourey

Title Executive Vice President		Title Senior Vice President Contracts



Amendment N°4 to the ALC A330-200 PA — CLC CT1006764		Page 7 of 8
Execution version — February 2011

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°4 to the ALC A330-200 PA — CLC CT1006764		Page 8 of 8
Execution version — February 2011

EX-10.25 8 v57988a3exv10w25.htm EX-10.25 exv10w25

EXHIBIT 10.25
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406

AMENDMENT No. 1 TO
PURCHASE AGREEMENT COM0188-10

This Amendment No. 1 to the Purchase Agreement COM0188-10, dated as of January 4, 2011, 2010 (“Amendment No. 1”) relates to the Purchase Agreement COM0188-10 (the “Purchase Agreement”) between [Embraer S. A. (f/k/a Embraer — Empresa Brasileira de Aeronáutica S.A.)] (“Embraer”) and Air Lease Corporation (“Buyer”) dated October 5, 2010 (the “Agreement”). This Amendment No. 1 is between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No. 1 sets forth additional agreements between Embraer and Buyer with respects to the matters set forth herein.

Except as otherwise provided for herein, all terms of the Purchase Agreement shall remain in full force and effect. All capitalized terms used in this Amendment No. 1 which are not defined herein shall have the meaning given in the Purchase Agreement. In the event of any conflict between this Amendment No. 1 and the Purchase Agreement, the terms, conditions and provisions of this Amendment No. 1 shall control.

WHEREAS, [*].

WHEREAS, [*]

NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. DELIVERY

Article 5 of the Purchase Agreement and its delivery schedule table is hereby deleted and replaced by the following:

“Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, on a date within the month indicated in the schedule below:


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



Amendment No. 1 to Purchase Agreement COM0188-10		Page 1 of 4

Contractual

Aircraft

Contractual Delivery

Aircraft

Delivery Date

Model

[*]

Aircraft

Date

Model

[*]

[*] 2011

[*]

[*] 2013

[*]

Except as otherwise expressly provided differently elsewhere in this Agreement, the date indicated in the schedule above shall be deemed to be the last day of the month set forth in Article 5.”

2. [*] AIRCRAFT CONFIGURATION AND SUPPORT

2.1 The [*], as described in Attachment “A1” attached to this Amendment No. 1 which shall be incorporated into the Purchase Agreement as Attachment “A1”. In respect of the [*], all references in the Purchase Agreement to Attachment “A” shall be deemed to be a reference to Attachment “A1”.

2.2 The [*], as described in Attachment “B1” attached to this Amendment No. 1, which shall be incorporated into the Purchase Agreement as Attachment “B1”. In respect of the [*], all references in the Purchase Agreement to Attachment “B” shall be deemed to be references to Attachment “B1”. Attachment “B” shall not apply to [*]. Any reference to the term “Aircraft” in the Attachment “B1” shall be deemed to be a reference to the [*].

3. PRICE

Article 3.1 of the Purchase Agreement shall be deleted and replaced by the following:

“3.1 Subject to the terms and conditions of this Agreement, Buyer agrees to pay Embraer, in United States dollars, for each Aircraft as follows:


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



Amendment No. 1 to Purchase Agreement COM0188-10		Page 2 of 4


			Aircraft Basic	Economic
Aircraft	Model	[*]	Price	Conditions
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]

4. CHANGES IN THE [*]

[*]. Attachment “D” to the Purchase Agreement is hereby deleted and replaced with Attachment “D”, attached to this Amendment No.1, which shall be incorporated into the Purchase Agreement as a new Attachment “D”.

5. MISCELLANEOUS

The provisions of Articles 18, 19, 28, 29, 30 and 31 of the Purchase Agreement apply mutatis mutandis. All other provisions of the Agreement that have not been specifically amended or modified by this Amendment No. 1 shall remain valid in full force and effect without any change.


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



Amendment No. 1 to Purchase Agreement COM0188-10		Page 3 of 4

IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and executed this Amendment No. 1 to Purchase Agreement to be effective as of the date first written above.

EMBRAER S. A.

AIR LEASE CORPORATION

By
Name:

/s/ Paulo Cesa de Souza e Silva

Paulo Cesa de Souza e Silva

By
Name:

/s/ Grant Levy

Grant Levy

Title:

Executive Vice-President

Title:

Executive Vice President

Airline Market

By
Name:

/s/ José Luis D’Avila Molina

José Luis D’Avila Molina

Date:
Place:

January 4, 2011
Los Angeles, California

Title:

Vice President, Contracts

Airline Market

Date:

January 4, 2011

Place:

São José dos Campos, SP

Brazil

Witness:

/s/ Fernando Bueno

Witness:

/s/ Bret Weinberg

Name:

Fernando Bueno

Name:

Bret Weinberg



Amendment No. 1 to Purchase Agreement COM0188-10		Page 4 of 4

ATTACHMENT “A1”
AIRCRAFT CONFIGURATION (E190 [*])

1. STANDARD AIRCRAFT

The Aircraft EMBRAER 190 shall be manufactured according to (i) the standard configuration specified in the Technical Description TD 190 — Rev 13, December 2009, which although not attached hereto, is incorporated herein by reference, and (ii) the characteristics described in the items below.

2. OPTIONAL EQUIPMENT:

The Aircraft will also be fitted with the following options selected by Buyer, as described in the Options Guide OG 170/190 Family — Rev 23, December 2009, which although not attached hereto, is incorporated herein by reference.

[*]


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



Attachment “A1” to Amendment 1 to PA COM0188-10		Page 1 of 4

ATTACHMENT “A1”
AIRCRAFT CONFIGURATION (E190 [*])

[*]


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



Attachment “A1” to Amendment 1 to PA COM0188-10		Page 2 of 4

ATTACHMENT “A1”
AIRCRAFT CONFIGURATION (E190 [*])

3. FINISHING

The Aircraft will be delivered to Buyer as follows:

3.1 EXTERIOR FINISHING:

The fuselage of the Aircraft shall be painted according to Buyer’s colour and paint scheme, which shall be supplied to Embraer by Buyer on or before [*] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colours, i.e., grey BAC707.

Should Buyer not define the paint scheme [*] prior to each Aircraft Delivery Date the Aircraft shall be painted in white.

3.2 INTERIOR FINISHING:

The materials and colors of all and any items of interior finishing [*].

3.3 BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):

Buyer may choose to have carpets, tapestries, seat covers and curtain fabrics supplied to Embraer for installation in the Aircraft as BFE. Materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE equipment or quality restrictions that prevent the installation thereof in the time frame required by the Aircraft manufacturing process shall entitle Embraer to either delay the delivery of the Aircraft or present the Aircraft to Buyer without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the Aircraft. All BFE equipment shall be delivered in DDP conditions (Incoterms 2000) to C&D Zodiac — 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely informed by Embraer.

The Aircraft galleys have space provisions for the following BIE items that, unless timely agreed by the Parties, are not supplied or installed by Embraer: Trolleys, ovens, coffee makers, hot jugs, water boilers and standard units.

[*], shall be acquired by Buyer and installed on the Aircraft by Buyer after delivery thereof.

3.4 EMBRAER RIGHT TO PERFORM FOR BUYER:


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



Attachment “A1” to Amendment 1 to PA COM0188-10		Page 3 of 4

ATTACHMENT “A1”
AIRCRAFT CONFIGURATION (E190 [*])

If Buyer fails to make any choice or definition which Buyer is required to make regarding the exterior and interior finishing of any Aircraft or to inform Embraer thereof, Embraer shall have the right, but not the obligation, to tender the Aircraft for delivery (a) painted white and (b) fitted with an interior finishing selected by Embraer at its reasonable discretion. *

The taking of any such action by Embraer pursuant to this Article shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s non-performance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

No compensation to Buyer or reduction of the Aircraft Basic Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for the amount of the reasonable expenses incurred by Embraer in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer within ten (10) Days from the presentation of the respective invoice by Embraer to Buyer.

4. REGISTRATION MARKS, TRANSPONDER AND ELT CODES:

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the Mode S transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than ninety (90) Days before each relevant Aircraft Contractual Delivery Date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an uncoded Mode S transponder and uncoded ELT in case Buyer fails to supply such information to Embraer in due time.

5. EXPORT CONTROL ITEMS

The Aircraft contains (i) an IESI (Integrated Electronic Standby Instrument System) manufactured by Thales Avionics with an embedded QRS-11 gyroscopic microchip used for emergency backup and flight safety information, and (ii) IRU (Inertial Reference Unit) manufactured by Honeywell International. The IESI and the IRU that are incorporated into this Aircraft are subject to export control under United States of America law. Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government.

IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A1” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A1” SHALL PREVAIL.


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



Attachment “A1” to Amendment 1 to PA COM0188-10		Page 4 of 4

ATTACHMENT B1 — [*] SUPPORT PACKAGE

1. FERRY FLIGHT ASSISTANCE*

1.1		Embraer will make available to Buyer’s Customer, at no additional charge, the services of a third party representative at the airport in which the Aircraft will make the last stop in Brazilian territory, to support Buyer’s Customer’s crew in the interface with Brazilian customs clearances. Such services do not include handling services as refueling, ground equipment and communications and Buyer’s Customer shall hire such services from a handling service company. Buyer’s Customer shall also be responsible for the flight documents (including but not limited to IFR templates & charts) and overflight permits required for the ferry flight.

		If it is necessary that any ferry equipment be installed by Embraer in the Aircraft for the ferry flight between Brazil and final destination, Embraer will make available, upon Buyer’s Customer’s written request, a standard and serviceable ferry equipment kit to Buyer’s Customer (hereinafter the “Kit”) at no charge to Buyer’s Customer, except as set forth below. In this case, Buyer’s Customer shall immediately upon the Aircraft arrival at its final destination, remove the Kit from the Aircraft and return it to a freight forwarder agent as determined by Embraer, in FCA (Free Carrier — Incoterms 2000) condition.

		In case Embraer provides the Kit to Buyer’s Customer and (i) the Kit is utilized, whether totally or not, such decision to be taken in Embraer’s reasonable discretion (except for communication equipment temporarily installed for the ferry flight), or (ii) the Kit is not returned to Embraer complete and in the same condition as it was delivered to Buyer’s Customer within sixty (60) Days after the respective Aircraft Actual Delivery Date, complete and in the same condition as it was delivered to Buyer’s Customer. In any such cases, Buyer’s Customer shall pay Embraer the value of a new Kit upon presentation of an invoice by Embraer and then the original Kit shall become the property of Buyer’s Customer. In addition, the availability of another Kit for the next occurring Aircraft ferry flight after such sixty (60) Day period shall not be an Embraer obligation.

2. PRODUCT SUPPORT PACKAGE

2.1.

MATERIAL SUPPORT

2.1.1.

SPARES POLICY

Embraer guarantees the supply of spare parts, ground support equipment and tooling, except engines and their accessories, hereinafter referred to as “Spare(s)”, for the Aircraft for a period of ten (10) years after production of the last aircraft of the same type. Such Spares shall be supplied according to the prevailing availability, sale conditions, delivery schedule and effective price on the date of acceptance by Embraer of a purchase order placed by Buyer or Buyer’s Customer for any of such items. The


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



Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 1 of 10

ATTACHMENT B1 — [*] SUPPORT PACKAGE

Spares may be supplied either by Embraer in Brazil or through its subsidiaries or distribution centers located abroad.

The sale and export of Spares to Buyer and Buyer’s Customer may be subject to export controls and other export documentation requirements of the United States and other countries. Buyer and Buyer’s Customer will agree that neither Embraer nor any of its subsidiaries, affiliates or Vendors shall be liable for failure to provide Spares and/or services, including without limitation the Services, under this Agreement or otherwise as a result of any ruling, decision, order, license, regulation, or policy of the competent authorities prohibiting the sale, export, re-export, transfer, or release of a Spare or its related technology. Buyer and Buyer’s Customer shall comply with any conditions and requirements imposed by the competent authorities and, upon Embraer’s request, shall execute and deliver to Embraer any relevant end-user certificates.

Export of (i) IESI (Integrated Electronic Standby Instrument System) manufactured by Thales Avionics with an embedded QRS-11 gyroscopic microchip used for emergency backup and flight safety information and (ii) IRU (Inertial Reference Unit) manufactured by Honeywell International are subject to export control under United States laws. Transfer or re-export of such items, as well as their related technology and software, may require prior authorization from the U.S. Government.

2.1.2.

RSPL

Upon Buyer’s or Buyer’s Customers’ request, Embraer shall present to Buyer or Buyer’s Customer a recommended Spare provisioning list (the “RSPL”). The objective of the RSPL is to provide Buyer’s Customers with a detailed list of Spares and respective quantities that will be necessary to support the initial operation and maintenance of the Aircraft by Buyer’s Customers. Such recommendation will be based on the experience of Embraer and on the operational parameters established by Buyer’s Customers.

Embraer will provide a qualified team to attend pre-provisioning conferences as necessary to discuss Buyer’s Customers’ requirements and the RSPL as well as any available spare parts support programs offered by Embraer. Such meeting shall be held at a mutually agreed upon place and time, but in no event less than [*].

Buyer’s Customers may acquire the items contained in the RSPL directly from Embraer or directly from Vendors. Items contained in the RSPL for which Buyer’s Customer places a purchase order with Embraer (the “IP Spares”), will be delivered by Embraer to Buyer’s Customer within [*] in FCA (Free Carrier — Incoterms 2000) condition, at the port of clearance indicated by Embraer.

In order to ensure the availability of IP Spares in accordance with the foregoing at the time of entry into service of the first Aircraft, Buyer will notify Buyer’s Customers that


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



Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 2 of 10

ATTACHMENT B1 — [*] SUPPORT PACKAGE

each of Buyer’s Customers needs to commit to place a purchase order with Embraer for those IP Spares for each of Buyer’s Customers has decided to acquire from Embraer, as soon as practical and in any event not less than [*] prior to the Contractual Delivery Date of the first Aircraft. At the reasonable request of Embraer, each of Buyer’s Customers shall demonstrate that it has provided for the acquisition of those IP Spares that Buyer’s Customer has decided to acquire from sources other than Embraer, in order to complement the RSPL in a timely manner.

2.1.3.

OTHER SPARES SERVICES

Embraer will maintain a call center for the AOG services, twenty four (24) hours a day, seven (7) days a week. All the contacts with the call center can be made through regular direct lines in Brazil (phone and fax), e-mail and also through the FlyEmbraer e-commerce in case any of Buyer’s Customers subscribe to this service. The information concerning regular direct lines and e-mail address shall be obtained through the Customer Account Manager designated to Buyer or Buyer’s Customer by Embraer or through Embraer’s Customer Service offices. Embraer will, subject to availability, deliver parts pursuant to an AOG order from the location which is nearer to Buyer’s Customer premises, in FCA (Free Carrier — Incoterms 2000) condition, Embraer facility, in accordance with Buyer’s Customer’s shipping instructions.

Routine and/or Critical Spares: Embraer will deliver routine and/or critical Spares (other than AOG Spares) in FCA condition, Embraer facility, from the location were such spares are available. Routine and/or critical Spares shall be delivered according to their lead times, depending upon the purchase order priority. All spares will be delivered with the respective authorized release certificate or any similar document issued by a duly authorized person.

2.2.

AIRCRAFT TECHNICAL PUBLICATIONS:

2.2.1.

EMBRAER PUBLICATIONS

Embraer shall supply, at no additional charge to Buyer, with the delivery of each Aircraft, [*] of the operational and maintenance publications applicable thereto, issued under the applicable specification and in the English language and in accordance with the breakdown presented in Exhibit 1 to this Attachment “B1” (the “Technical Publications”). [*]

At no additional charge to Buyer, Embraer will also supply, with delivery of each Aircraft, one (1) hard-copy of the mandatory onboard operational manuals. The revision service for these publications, including mailing services and the software license for the CD-ROM, if applicable, shall be provided, at no additional charge for the period [*] and subsequently at the then prevailing Embraer list price. After such period, the mailing services shall also be borne by Buyer.

Buyer and Buyer’s Customers may also access on-line Technical Publications at the


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



Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 3 of 10

ATTACHMENT B1 — [*] SUPPORT PACKAGE

web-based FlyEmbraer portal, conditional to the execution of a license agreement. This service is available at no additional charge to Buyer while Buyer or Buyer’s Customer has a valid subscription of the Technical Publications with Embraer. The use of Technical Publications obtained from FlyEmbraer is subject to prior approval of the relevant airworthiness authorities.

2.2.2.

VENDOR PUBLICATIONS

One (1) copy of technical publications regarding parts, systems or equipment supplied by Vendors and installed by Embraer in the Aircraft during the manufacturing process, will be supplied to Buyer and Buyer’s Customer in connection with the delivery of each Aircraft directly by such Vendors, in their original content and available format/media. Vendors are also responsible for keeping publications updated through a direct communication system with Buyer’s Customer. Embraer shall use commercially reasonable efforts to cause Vendors to supply their respective technical publications in a prompt and timely manner. [*]

2.2.3.

PERFORMANCE SOFTWARE

Embraer shall [*], in connection with delivery of the [*], the following software running on Microsoft Windows operational system:

[*]

The license of either software allows its installation and use by Buyer and Buyer’s Customer in [*], provided however that Buyer and Buyer’s Customer shall acknowledge that such software are the property of Embraer and guarantee to Embraer that it will not modify, sell, transfer or in any other way convey to any third party without the prior written consent of Embraer.

The revision service for the software shall be provided at no additional charge to Buyer and Buyer’s Customer for a period [*]. After such period, revision service will be available at the then prevailing Embraer list prices.

2.2.4.

The Parties further understand and agree that in the event Buyer and/or Buyer’s Customer elects not to take all or any one of the Technical Publications above mentioned, or revisions thereof, no refund or other financial adjustment of the Aircraft Basic Price will be made.

2.3.		SERVICES

		At no additional charge to Buyer, except as set forth below, Embraer shall provide the Services described in this Article 2.3, in accordance with the terms and conditions below:

2.3.1

Familiarization Programs:

The familiarization programs specified below are offered at no additional


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



Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 4 of 10

ATTACHMENT B1 — [*] SUPPORT PACKAGE

charge to Buyer or Buyer’s Customer, except for any travel and board & lodging expenses of Buyer or Buyer’s Customer’s trainees and except for any operational and incidental expenses related to training requirements (including but not limited to expenses related to training facilities approval and training program approval) of Buyer’s Customer, whether imposed by the Airworthiness Authority or other authority of Buyer’s Customer’s country having jurisdiction, and which differ from or are supplementary to the standard familiarization programs described herein.

	b.		The familiarization programs shall, at Embraer’s criteria, be conducted by Embraer, Flight Safety International or other Embraer–designated training provider, in accordance with the scope, syllabi and duration of the training program developed by Embraer, Flight Safety International or other Embraer-designated training provider. Such familiarization programs shall be in accordance with all applicable regulations and requirements of and approved by the Airworthiness Authority. Buyer’s Customer may choose to use the training programs “as is” or to develop its own training programs. In any case each of Buyer’s Customers shall be solely responsible for preparing and submitting its training programs to the Airworthiness Authority for approval.

	c.		All familiarization programs shall be provided at the training centers of Embraer, Flight Safety International or other Embraer designated training provider at its respective training center or in such other location as Embraer, Flight Safety International or other Embraer designated training provider may reasonably indicate. Buyer’s Customers shall be responsible for all costs and expenses related to the training services (such as but not limited to instructor travel tickets, local transportation, lodging, per diem and non-productive days), in the event Buyer’s Customer requires that any training services be carried outside such indicated training facilities.

	d.		Notwithstanding the eventual use of the term “training” in this paragraph 2.3.1, the intent of this program is solely to familiarize Buyer’s Customers’ pilots, mechanics, employees or representatives with the operation and maintenance of the Aircraft. It is not the intent of Embraer to provide basic training (“ab-initio”) to any representatives of Buyer’s Customers.

	e.		Any trainee appointed by Buyer or Buyer’s Customer for participation in any of the familiarization programs shall be duly qualified per the governing body in the country of such Buyer’s Customer’s operation and fluent in the English language as all training will be conducted in, and all training material will be presented in, such language. Pilots and mechanics shall also have previous experience in the operation and maintenance, as applicable, of jet aircraft or, at a minimum, of twin-engine turboprop


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



Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 5 of 10

ATTACHMENT B1 — [*] SUPPORT PACKAGE

aircraft. Neither Embraer, Flight Safety International nor other Embraer designated training provider make any representation or give any guarantee regarding the successful completion of any training program by Buyer’s Customers’ trainees, for which Buyer’s Customers are solely responsible.

	f.		The familiarization programs shall be carried [*].

	g.		Training entitlements that [*].

	h.		The familiarization programs referred to above covers:

h.1 One (1) pilot familiarization program for [*] per Aircraft including (i) ground familiarization as regards Aircraft systems, weight and balance, performance and normal/emergency procedures. [*]. Simulator training includes the services of an instructor and will be carried out on a level D simulator. Buyer’s Customers shall be solely responsible for selecting experienced training pilots that are fluent in English and duly qualified in multi-engine aircraft operations, navigation and communication.

h.2 One (1) maintenance familiarization course for [*] qualified mechanics per Aircraft each entitled to [*]. This course shall consist of classroom familiarization with Aircraft systems and structures and shall be in accordance with ATA specification 104, level III.

h.3 One (1) flight attendant familiarization course for [*]. This course shall consist of classroom familiarization (2 Days duration), including a general description of Aircraft safety procedures and flight attendant control panels.


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



Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 6 of 10

ATTACHMENT B1 — [*] SUPPORT PACKAGE

The presence of Buyer’s Customers’ authorized trainees shall be allowed exclusively in those areas related to the subject matter hereof and Buyer’s Customers will be responsible for holding harmless Embraer from and against all and any kind of liabilities in respect of such trainees to the extent permitted by law, on terms and conditions acceptable to Embraer in its reasonable discretion.

2.3.2

On site support

Embraer shall provide to [*] of one field support representative (“FSR”), at [*]. The FSR shall assist the technicians and mechanics of Buyer or Buyer’s Customer or Buyer’s Customer’s customers on the Aircraft maintenance [*] Buyer may allocate such FSR support among the Aircraft in such amounts as it reasonably determines. The following conditions shall apply:

	§		The support allowance provided [*] prior notice of the request to place a FSR on a location;

	§		Each FSR shall stay [*];

	§		Buyer’s rights to allocate such FSR support shall end [*].

	§		Embraer will assist Buyer and Buyer’s Customers in developing a customized product support package to meet individual operator needs at service entry. [*].

At no charge to Embraer, Buyer’s Customers shall provide such FSR (hereinafter defined as “Embraer Rep”) with communication services (international telephone line, facsimile, internet service and photocopy equipment) as well as suitable secure and private office facilities and related equipment including desk, table, chairs and file cabinet, located at each of Buyer’s Customers’ main base of operation or other location as may be mutually agreed by the Parties. Buyer will ask Buyer’s Customers to (a) arrange all necessary work permits and airport security clearances required for Embraer Rep, to permit the accomplishment of the Services mentioned in this item 2.3.2, in due time; and (b) obtain all necessary custom clearances both to enter and depart from Buyer’s Customers’ country for Embraer’s Rep and their personal belongings and professional tools.


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



Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 7 of 10

ATTACHMENT B1 — [*] SUPPORT PACKAGE

	c.		During the stay of the Embraer Rep at Buyer’s Customers’ facilities, Buyer’s Customers shall permit access to the maintenance and operation facilities as well as to the data and files of each Buyer’s Customer’s Aircraft fleet.

	d.		Embraer shall bear all expenses of the Embraer Rep, including without limitation transportation, board and lodging, while the Embraer Rep is rendering such on site support at each Buyer’s Customers’ main facility or other location as may be mutually agreed by the parties. Buyer’s Customers shall bear all expenses related to the transportation, board & lodging of the Embraer Rep in the event any Embraer Rep is required to render the Services provided for herein in any place other than [*] or other location as may be mutually agreed by the parties.

	e.		The Embraer Rep shall not participate in test flights or flight demonstrations without the previous written authorization from Embraer.

	f.		Buyer’s Customers shall include Embraer as additional insured in its Hull and Comprehensive Airline Liability insurance policies in accordance with the clauses contained in Exhibit “2” to this Attachment B. Buyer’s Customers shall supply Embraer with a copy of such endorsements to the insurance policies within forty eight (48) hours prior to the date of which the Services are to begin (and prior to each renewal of Buyer’s Customer Hull and Comprehensive Airline Liability insurance).

	g.		The Parties further understand and agree that in the event Buyer elects not to take all or any portion of the on site support provided for herein, no refund or other financial adjustment of the Aircraft Basic Price will be made since such on site support is offered at no charge to Buyer. Any other additional on site support shall depend on mutual agreement between the Parties and shall be charged by Embraer accordingly.


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



Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 8 of 10

ATTACHMENT B1 — [*] SUPPORT PACKAGE

	h.		The presence of Embraer Rep shall be allowed exclusively in those areas related to the subject matter hereof and Embraer agrees to hold harmless Buyer and Buyer’s Customer from and against all and any kind of liabilities in respect of such Embraer Rep to the extent permitted and required by law.

	i.		Embraer may, at its own cost and without previous notice to Buyer or Buyer’s Customer, substitute at its sole discretion the Embraer Reps rendering the Services with another Embraer Rep that is equally qualified, at any time during the period in which Services are being rendered.

	j.		The rendering of the Services by Embraer’s Rep shall, at all times, be carried out in compliance with the applicable labor legislation of the country from where the company employing the Embraer Rep is located.

	k.		During the rendering of the Services, while on the premises of Buyer’s Customers, Embraer Reps shall strictly follow the administrative routines and proceedings of Buyer’s Customers, which shall have been expressly and clearly informed to Embraer Reps upon their arrival at said premises.

	l.		Embraer shall have the right to interrupt the rendering of the Services (i) should any situation occur which, at the sole discretion of Embraer, could represent a risk to the safety or health of Embraer Reps or (ii) upon the occurrence of any of the following events: strike, insurrection, labor disruptions or disputes, riots, or military conflicts. Upon the occurrence of such an interruption, Embraer shall resume the rendering of the Services for the remainder period immediately after having been informed by Buyer’s Customer, in writing, of the cessation thereof. No such interruption in the rendering of the Services shall give reason for the extension of the Services beyond the periods identified above.

2.3.3

Account Manager

Embraer shall assign non-dedicated Account Managers to support Buyer and Buyer’s Customers shortly after execution of the Purchase Agreement and to support the operations of all Aircraft in revenue service for passenger transportation. The Account Manager will be responsible for coordinating all product support related actions of Embraer aiming to assure a smooth Aircraft introduction into service and, thereafter, for concentrating and addressing all issues concerning the operation of the Aircraft by Buyer or Buyer’s Customers. A team composed of regional technical representatives, regional spare parts representatives and regional field engineers, as necessary and applicable, shall support the Account Manager.

As Buyer will be leasing the Aircraft to Buyer’s Customers, then to the extent


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



Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 9 of 10

ATTACHMENT B1 — [*] SUPPORT PACKAGE

that any of Buyer’s Customers will avail themselves of any of the Product Support Package, Buyer will have Buyer’s Customers agree in form and substance reasonably satisfactory to Embraer that, to the extent permitted by law, such Buyer’s Customer will indemnify and hold harmless Embraer and Embraer’s officers, agents, employees and assignees from and against all liabilities, damages, losses, judgments, claims and suits, including costs and expenses incident thereto, which may be suffered by, accrued against, be charged to or recoverable from Embraer and/or Embraer’s officers, agents, employees and assignees by reason of loss or damage to property, including the Aircraft, or by reason of injury or death of any person resulting from or in any way connected with the performance of services by employees, representatives or agents of Embraer for or on behalf of Buyer’s Customer related to Aircraft delivered by Embraer to such Buyer’s Customer, including, but not limited to, the Services and any other services such as technical operations, maintenance, and training services and assistance performed while on the premises of Embraer or Buyer’s Customer, while in flight on the relevant Aircraft or while performing any such activities, at any place, in conjunction with the operations of such Aircraft (collectively referred to as “Indemnified Services”) but for those liabilities, damages, losses, judgments, claims and suits which are caused by the gross negligence or the willful misconduct of Embraer officers, employees or directors, in rendering the Indemnified Services. If Buyer fails to obtain such indemnity from any Buyer’s Customer, or if Buyer requests that Embraer perform services for Buyer, then Buyer shall be responsible to provide this indemnity to Embraer for the relevant Aircraft and relevant services.

2.3.4

Technical and Engineering Support

Embraer shall provide remote technical and engineering support services, twenty-four (24) hours a Day and seven (7) Days a week, for airframe and systems. This service may be accessed by phone, fax and e-mail at the main facilities of Embraer and is designed to support daily operations of the Aircraft by Buyer’s Customers by assisting Buyer or Buyer’s Customers with the identification and investigation of the causes of in-services issues and during AOG situations, as required. This service is offered at no charge to Buyer and Buyer’s Customer within such scope and is available for as long as the Aircraft continues to operate in regular passenger revenue service.

Technical and engineering support is also available to assist Buyer and/or Buyer’s Customers in performing structural repairs on the Aircraft. Such assistance consists of the analysis of damage reports submitted by Buyer or Buyer’s Customers, preparation of instructions for repair in accordance with structural repair standard of Embraer. This support shall be provided [*] the then current rates for engineering services in accordance with Embraer price list.


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



Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 10 of 10

EXHIBIT 1 — LIST OF [*] TECHNICAL PUBLICATIONS

The technical publications covering Aircraft operation and maintenance shall be delivered to Buyer or Buyer’s Customer in accordance with the following list:

SET OF PUBLICATIONS (HARD COPY OR CD-PDF FORMAT) — QUANTITY:


OPERATIONAL SET (*)	CDROM
1. Airplane Flight Manual (AFM)		1(**	)
2. Weight & Balance Manual (WB)		1(**	)
3. Airplane Operations Manual (AOM)		1(**	)
4. Quick Reference Handbook (QRH)		1(**	)
5. Dispatch Deviation Procedures Manual (DDPM)		1(**	)
6. Standard Operating Procedures Manual (SOPM)		1(**	)
7. Flight Attendant Manual (FAM)		1(**	)
8. Operational Bulletins Set (OB)		1(**	)
9. Master Minimum Equipment List(MMEL)(Non-FAA operators only)		1(**	)

Note: In case of CD version, the full operational set above shall be recorded in a single CD disc named “Digital Operation Publications — DOP.


MAINTENANCE SET
10. Aircraft Maintenance Manual — AMM Part I (SDS)	1(**	)
11. Aircraft Maintenance Manual — AMM Part II (MPP)	1(**	)
12. Aircraft Illustrated Parts Catalog (AIPC)	1(**	)
13. Fault Isolation Manual (FIM)	1(**	)
14. Maintenance Planning Document (MPD)	1(**	)
15. Wiring Manual (WM)	1(**	)
16. Service Bulletins Set (SB)	1(**	)
17. Service Newsletters (SNL)	1(**	)
18. Parts Information Letter (PIL)	1(**	)
19. Structural Repair Manual — Part I (SRM)	1(**	)
20. Structural Repair Manual — Part II (SRM)	1(**	)
21. Corrosion Prevention Manual (CPM)	1(**	)
22. System Schematic Manual (SSM)	1(**	)
23. Instructions for Ground Fire Extinguishing and Rescue (IGFER)	1(**	)
24. Airport Planning Manual (APM)	1(**	)
25. Illustrated Tool and Equipment Manual (ITEM)	1(**	)
26. Vendor Service Publications Set (if available; supplied directly by the Vendors)	1(**	)
27. Embraer Component Maintenance Manual (CMM)	1(**	)


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



Ex. 1 to Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 1 of 2

EXHIBIT 1 — LIST OF [*] TECHNICAL PUBLICATIONS


28. Nondestructive Testing Manual (NDT)	1(**	)
29. Maintenance Review Board Report (MRB)	1(**	)
30. Maintenance Facility and Equipment Planning (MFEP)	1(**	)
31. Aircraft Recovery Manual (ARM)	1(**	)
32. Consumable Products Catalog (CPC)	1(**	)
33. Standard Wiring Practices Manual (SWPM)	1(**	)
34. Task Card System (TCS) (available only in CD-pdf)	1(**	)
35. Standards Manual (SM) (available only in CD-pdf)	1(**	)

Note: (*)One extra hard copy of the Operational Publications will be supplied on board of each Aircraft.)

(**) One extra copy of every CDROM shall be provided, upon request pursuant to Article 2.2.1


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



Ex. 1 to Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 2 of 2

EXHIBIT 2 — SPECIAL INSURANCE CLAUSES

Buyer’s Customer shall include the following clauses in its Hull and Comprehensive Airline Liability insurance policies:

a)		Hull All Risks Policy, including War, Hi-jacking and Other Perils.

		“It is hereby understood and agreed that Insurers agree to waive rights of subrogation against Embraer S. A. including any business entity owned by or subsidiaries to Embraer, and all partners, executive officers, employees and stock holders with regard to the insured Aircraft.

		This endorsement shall not operate to prejudice Insurer’s rights of recourse against Embraer as manufacturer, where such right of recourse might exist because of egregious misconduct, including, reckless, willful or intentional misconduct of Embraer as manufacturer of the Aircraft and had this endorsement not been effected under this Policy.”

b)		Comprehensive Airline Liability Policy of not less than USD 500,000,000.00 (Five Hundred Million Dollars) each occurrence, each Aircraft and in the aggregate.

		“It is hereby understood and agreed that Embraer S. A. including any business entity owned by or subsidiaries to Embraer, and all partners, executive officers, employees and stock holders, are added as an Additional Insured with respect to the services or Services to be provided pursuant to this Agreement or its Attachments.

		This endorsement does not provide coverage for Embraer with respect to claims arising out of its legal liability as manufacturer and shall not operate to prejudice Insurer’s right of recourse against Embraer in the event of egregious misconduct, including, reckless, willful or intentional misconduct of Embraer in the performance of the services or Services to be provided pursuant to this Agreement or its Attachments.”

c)		Notwithstanding anything to the contrary as specified in the Policy or any endorsement thereof, the coverage stated in paragraphs a) and b) above, shall not be cancelled or modified by the Insurer, without 30 Days advance written notice to Embraer to such effect.

This Endorsement attaches to and forms part of Policy No. ______________, and is effective from the ____ day of ______, 200___.



Ex. 2 to Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10		Page 1 of 1

ATTACHMENT “D”
[*]

[^*]


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



Attachment “D” to Amendment 1 to Purchase Agreement COM0188-10		Page 1 of 2

ATTACHMENT “D”
[*]

[^*]


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



Attachment “D” to Amendment 1 to Purchase Agreement COM0188-10		Page 2 of 2

EX-10.26 9 v57988a3exv10w26.htm EX-10.26 exv10w26

EXHIBIT 10.26
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406

AMENDMENT No. 2 TO
PURCHASE AGREEMENT COM0188-10

This Amendment No. 2 to the Purchase Agreement COM0188-10, dated as of February 11, 2011 (“Amendment No. 2”) relates to the Purchase Agreement COM0188-10 (the “Purchase Agreement”) between Embraer S.A. (f/k/a Embraer — Empresa Brasileira de Aeronáutica S.A.) (“Embraer”) and Air Lease Corporation (“Buyer”) dated October 5, 2010 (the “Agreement”). This Amendment No. 2 is between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No. 2 sets forth additional agreements between Embraer and Buyer with respects to the matters set forth herein.

Except as otherwise provided for herein, all terms of the Purchase Agreement shall remain in full force and effect. All capitalized terms used in this Amendment No. 2 which are not defined herein shall have the meaning given in the Purchase Agreement. In the event of any conflict between this Amendment No. 2 and the Purchase Agreement, the terms, conditions and provisions of this Amendment No. 2 shall control.

WHEREAS, this Amendment No. 2 sets forth additional agreements between Embraer and Buyer relative to (i) the purchase of five (5) additional EMBRAER 190 Aircraft and five (5) EMBRAER 175 and (ii) a separate restatement of Attachment B.

WHEREAS, [*].

NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. DEFINITIONS

The definition in Article 1.1.4 shall be deleted and replaced by the following:

“1.1.4 “Aircraft”: shall mean an EMBRAER 190 Aircraft or an EMBRAER 175 Aircraft, as defined below, and where the context requires all of such Aircraft

	(i)		“EMBRAER 190 Aircraft”: shall mean the EMBRAER 190 LR (certification designation ERJ 190-100 LR) aircraft manufactured by Embraer according to Attachment “A”, for sale to Buyer pursuant to this Agreement, equipped with two engines identified therein (or, where there is more than one of such aircraft, each of such aircraft).

	(ii)		“EMBRAER 175 Aircraft”: shall mean the EMBRAER 175 STD (certification designation ERJ 170-200 STD) aircraft manufactured by Embraer according to Attachment “A2”, for sale to Buyer pursuant to this Agreement, equipped with two engines identified therein (or, where there is more than one of such aircraft, each of such aircraft).


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



Amendment No. 2 to Purchase Agreement COM0188-10		Page 1 of 4

2. SUBJECT

Article 2.1 of the Purchase Agreement shall be deleted and replaced by the following:

“2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of twenty (20) EMBRAER 190 Aircraft and five (5) EMBRAER 175 Aircraft;”

3. [*] CONFIGURATION AND SUPPORT

2.1 The [*], as described in Attachment “A2” attached to this Amendment No. 2 which shall be incorporated into the Purchase Agreement as Attachment “A2”. In respect of the [*], all references in the Purchase Agreement to Attachment “A” shall be deemed to be a reference to Attachment “A2”.

2.2 The [*] as described in Attachment “B2” attached to this Amendment No. 2, which shall be incorporated into the Purchase Agreement as Attachment “B2”. In respect of the [*], all references in the Purchase Agreement to Attachment “B” shall be deemed to be references to Attachment “B2”. Attachment “B” shall not apply to [*]. Any reference to the term “Aircraft” in the Attachment “B2” shall be deemed to be a reference to the [*].

4. PRICE

4.1 Article 3.1 of the Purchase Agreement shall be deleted and replaced by the following:

“3.1 Subject to the terms and conditions of this Agreement, Buyer agrees to pay Embraer, in United States dollars, for each Aircraft as follows:

Aircraft

Model

[*]

Aircraft Basic Price

Economic Conditions

[*]

4.2 A new item 3.4 is hereby added to Article 3, as follows:

“3.4 [*]


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



Amendment No. 2 to Purchase Agreement COM0188-10		Page 2 of 4

5. DELIVERY

Article 5 of the Purchase Agreement and its delivery schedule table is hereby deleted and replaced by the following:

A/C

Contractual Delivery Date

A/C Model

[*]

A/C

Contractual Delivery Date

A/C Model

[*]

[*] 11

[*]

[*] 12

[*]

Except as otherwise expressly provided differently elsewhere in this Agreement, the date indicated in the schedule above shall be deemed to be the last day of the month set forth in Article 5.”

6. RESTATED ATTACHMENT B [*]

The Parties agree [*] Attachment B to the Purchase Agreement. As a consequence the Attachment “B” to the Purchase Agreement is hereby deleted and replaced with a restated Attachment “B”, attached to this Amendment No. 2, which shall be incorporated into the Purchase Agreement as a restated Attachment “B”.

7. MISCELLANEOUS

The provisions of Articles 18, 19, 28, 29, 30 and 31 of the Purchase Agreement apply mutatis mutandis. All other provisions of the Agreement that have not been specifically


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



Amendment No. 2 to Purchase Agreement COM0188-10		Page 3 of 4

amended or modified by this Amendment No. 2 shall remain valid in full force and effect without any change.

IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and executed this Amendment No. 2 to Purchase Agreement to be effective as of the date first written above.


EMBRAER S. A.		AIR LEASE CORPORATION

By	/s/ Paulo Cesa de Souza e Silva	By	/s/ Grant Levy
Name: Paulo Cesa de Souza e Silva		Name: Grant Levy
Title: Executive Vice-President Airline Market		Title: Executive Vice President

By	/s/ José Luis D’Avila Molina
Name: José Luis D’Avila Molina
Title: Vice President, Contracts Airline Market

Date: February 11, 2011		Date: February 11, 2011
Place: São José dos Campos, SP Brazil		Place: Los Angeles, CA, USA


Witness:	/s/ Claudiana Bueno	Witness:	/s/ Kelli Fleming
Name: Claudiana Bueno		Name: Kelli Fleming



Amendment No. 2 to Purchase Agreement COM0188-10		Page 4 of 4

ATTACHMENT “A2”
AIRCRAFT CONFIGURATION (E175/E190 [*])

STANDARD AIRCRAFT

The EMBRAER 175 Aircraft shall be manufactured according to (i) the standard configuration specified in the Technical Description TD 175 — Rev. 15, July 2010, which although not attached hereto, is incorporated herein by reference, and (ii) the characteristics described in the items below.

The EMBRAER 190 Aircraft shall be manufactured according to (i) the standard configuration specified in the Technical Description TD 190 — Rev. 14 July 2010, which although not attached hereto, is incorporated herein by reference, and (ii) the characteristics described in the items below.

OPTIONAL EQUIPMENT:

The EMBRAER 175 Aircraft and the EMBRAER 190 Aircraft will also be fitted with the following options selected by Buyer, as described in the Options Guide OG 170/190 Family — Rev. 24, July 2010, which although not attached hereto, is incorporated herein by reference.

2.1 EMBRAER175

[*]


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



Attachment “A2” to Amendment 2 to PA COM0188-10		Page 1 of 7

ATTACHMENT “A2”
AIRCRAFT CONFIGURATION (E175/E190 [*])

2.2 EMBRAER 190

[*]


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



Attachment “A2” to Amendment 2 to PA COM0188-10		Page 2 of 7

ATTACHMENT “A2”
AIRCRAFT CONFIGURATION (E175/E190 [*])

[*]


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



Attachment “A2” to Amendment 2 to PA COM0188-10		Page 3 of 7

ATTACHMENT “A2”
AIRCRAFT CONFIGURATION (E175/E190 [*])

[*]


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



Attachment “A2” to Amendment 2 to PA COM0188-10		Page 4 of 7

ATTACHMENT “A2”
AIRCRAFT CONFIGURATION (E175/E190 [*])

[*]

FINISHING

The Aircraft will be delivered to Buyer as follows:

3.1

EXTERIOR FINISHING:

The fuselage of the Aircraft shall be painted according to Buyer’s colour and paint scheme, which shall be supplied to Embraer by Buyer on or before [*] prior to the first Aircraft Contractual Delivery Date. The wings and the horizontal stabilizer shall be supplied in the standard colours, i.e., grey BAC707.

[*]


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



Attachment “A2” to Amendment 2 to PA COM0188-10		Page 5 of 7

ATTACHMENT “A2”
AIRCRAFT CONFIGURATION (E175/E190 [*])

3.2

INTERIOR FINISHING:

Buyer shall inform Embraer during the customer check list definition (“CCL”), to be held [*].

[*]

3.3

BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):

Unless otherwise timely agreed by the Parties, Buyer shall deliver to Embraer one full set of galley inserts (such as coffee makers, water boilers, ovens) as BFE to be installed and delivered in the first Aircraft. For the second Aircraft and on, these galley inserts shall be considered BIE, therefore these Aircraft shall be delivered with provisions only. Trolleys and Standard Units shall be considered as BIE items for all Aircraft.

[*], shall be acquired by Buyer and installed on the Aircraft by Buyer after delivery thereof.

3.4

EMBRAER RIGHT TO PERFORM FOR BUYER:

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for the amount of the reasonable expenses incurred by


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



Attachment “A2” to Amendment 2 to PA COM0188-10		Page 6 of 7

ATTACHMENT “A2”
AIRCRAFT CONFIGURATION (E175/E190 [*])

Embraer in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer within ten (10) days from the presentation of the respective invoice by Embraer to Buyer.

REGISTRATION MARKS, TRANSPONDER AND ELT CODES:

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than ninety (90) days before each relevant Aircraft Contractual Delivery Date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

EXPORT CONTROL ITEMS

IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A” SHALL PREVAIL.


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



Attachment “A2” to Amendment 2 to PA COM0188-10		Page 7 of 7

FIRST RESTATEMENT OF ATTACHMENT B
FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

1. FERRY FLIGHT ASSISTANCE

1.1		Embraer will make available to Buyer’s Customer, at no additional charge, the services of a third party representative at the airport in which the Aircraft will make the last stop in Brazilian territory, to support Buyer’s Customer’s crew in the interface with Brazilian customs clearances. Such services do not include handling services as refueling, ground equipment and communications and Buyer’s Customer shall hire such services from a handling service company. Buyer’s Customer shall also be responsible for the flight documents (including but not limited to IFR templates & charts) and overflight permits required for the ferry flight.

		If it is necessary that any ferry equipment be installed by Embraer in the Aircraft for the ferry flight between Brazil and final destination, Embraer will make available, upon Buyer’s Customer’s written request, a standard and serviceable ferry equipment kit to Buyer’s Customer (hereinafter the “Kit”) at no charge to Buyer’s Customer, except as set forth below. In this case, Buyer’s Customer shall immediately upon the Aircraft arrival at its final destination, remove the Kit from the Aircraft and return it to a freight forwarder agent as determined by Embraer, in FCA (Free Carrier — Incoterms 2000) condition.

		In case Embraer provides the Kit to Buyer’s Customer and (i) the Kit is utilized, whether totally or not, such decision to be taken in Embraer’s reasonable discretion (except for communication equipment temporarily installed for the ferry flight), or (ii) the Kit is not returned to Embraer complete and in the same condition as it was delivered to Buyer’s Customer within sixty (60) Days after the respective Aircraft Actual Delivery Date, complete and in the same condition as it was delivered to Buyer’s Customer. In any such cases, Buyer’s Customer shall pay Embraer the value of a new Kit upon presentation of an invoice by Embraer and then the original Kit shall become the property of Buyer’s Customer. In addition, the availability of another Kit for the next occurring Aircraft ferry flight after such sixty (60) Day period shall not be an Embraer obligation.

2. PRODUCT SUPPORT PACKAGE

2.1		MATERIAL SUPPORT

2.1.1.		SPARES POLICY

		Embraer guarantees the supply of spare parts, ground support equipment and tooling, except engines and their accessories, hereinafter referred to as “Spare(s)”, for the Aircraft for a period of ten (10) years after production of the last aircraft of the same type. Such Spares shall be supplied according to the prevailing availability, sale conditions, delivery schedule and effective price on the date of acceptance by Embraer of a purchase order placed by Buyer or Buyer’s Customer for any of such items. The Spares may be supplied either by Embraer in Brazil or through its subsidiaries or distribution centers located abroad.

		The sale and export of Spares to Buyer and Buyer’s Customer may be subject



Attachment “B” to Purchase Agreement COM0188-10 1st Restatement		Page 1 of 10

FIRST RESTATEMENT OF ATTACHMENT B
FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

to export controls and other export documentation requirements of the United States and other countries. Buyer and Buyer’s Customer will agree that neither Embraer nor any of its subsidiaries, affiliates or Vendors shall be liable for failure to provide Spares and/or services, including without limitation the Services, under this Agreement or otherwise as a result of any ruling, decision, order, license, regulation, or policy of the competent authorities prohibiting the sale, export, re-export, transfer, or release of a Spare or its related technology. Buyer and Buyer’s Customer shall comply with any conditions and requirements imposed by the competent authorities and, upon Embraer’s request, shall execute and deliver to Embraer any relevant end-user certificates.

2.1.2.

RSPL

Buyer’s Customers may acquire the items contained in the RSPL directly from Embraer or directly from Vendors. Items contained in the RSPL for which Buyer’s Customer places a purchase order with Embraer (the “IP Spares”), will be delivered by Embraer to Buyer’s Customer within [*], in FCA (Free Carrier — Incoterms 2000) condition, at the port of clearance indicated by Embraer.

In order to ensure the availability of IP Spares in accordance with the foregoing at the time of entry into service of the first Aircraft, Buyer will notify Buyer’s Customers that each of Buyer’s Customers needs to commit to place a purchase order with Embraer for those IP Spares for each of Buyer’s Customers has decided to acquire from Embraer, as soon as practical and in


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



Attachment “B” to Purchase Agreement COM0188-10 1st Restatement		Page 2 of 10

FIRST RESTATEMENT OF ATTACHMENT B
FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

any event not less than [*] Days prior to the Contractual Delivery Date of the first Aircraft. At the reasonable request of Embraer, each of Buyer’s Customers shall demonstrate that it has provided for the acquisition of those IP Spares that Buyer’s Customer has decided to acquire from sources other than Embraer, in order to complement the RSPL in a timely manner.

2.1.3.

OTHER SPARES SERVICES

2.2

AIRCRAFT TECHNICAL PUBLICATIONS:

2.2.1.

EMBRAER PUBLICATIONS

Buyer and Buyer’s Customers may also access on-line Technical Publications at the web-based FlyEmbraer portal, conditional to the execution of a license


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



Attachment “B” to Purchase Agreement COM0188-10 1st Restatement		Page 3 of 10

FIRST RESTATEMENT OF ATTACHMENT B
FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

agreement. This service is available at no additional charge to Buyer while Buyer or Buyer’s Customer has a valid subscription of the Technical Publications with Embraer. The use of Technical Publications obtained from FlyEmbraer is subject to prior approval of the relevant airworthiness authorities.

2.2.2.

VENDOR PUBLICATIONS

2.2.3.

PERFORMANCE SOFTWARE

Embraer shall [*] the following software running on Microsoft Windows operational system:

[*]

		The license of either software allows its installation and use by Buyer and Buyer’s Customer in [*], provided however that Buyer and Buyer’s Customer shall acknowledge that such software are the property of Embraer and guarantee to Embraer that it will not modify, sell, transfer or in any other way convey to any third party without the prior written consent of Embraer.

		The revision service for the software shall be provided at no additional charge to Buyer and Buyer’s Customer for a period [*]. After such period, revision service will be available at the then prevailing Embraer list prices.

2.2.4.


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



Attachment “B” to Purchase Agreement COM0188-10 1st Restatement		Page 4 of 10

FIRST RESTATEMENT OF ATTACHMENT B
FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

2.3

SERVICES

At no additional charge to Buyer, except as set forth below, Embraer shall provide the Services described in this Article 2.3, in accordance with the terms and conditions below:

2.3.1

Familiarization Programs:

	a.		The familiarization programs specified below are offered at no additional charge to Buyer or Buyer’s Customer, except for any travel and board & lodging expenses of Buyer or Buyer’s Customer’s trainees and except for any operational and incidental expenses related to training requirements (including but not limited to expenses related to training facilities approval and training program approval) of Buyer’s Customer, whether imposed by the Airworthiness Authority or other authority of Buyer’s Customer’s country having jurisdiction, and which differ from or are supplementary to the standard familiarization programs described herein.

	b.		The familiarization programs shall, at Embraer’s criteria, be conducted by Embraer, Flight Safety International or other Embraer–designated training provider, in accordance with the scope, syllabi and duration of the training program developed by Embraer, Flight Safety International or other Embraer-designated training provider. Such familiarization programs shall be in accordance with all applicable regulations and requirements of and approved by the Airworthiness Authority. Buyer’s Customer may choose to use the training programs “as is” or to develop its own training programs. In any case each of Buyer’s Customers shall be solely responsible for preparing and submitting its training programs to the Airworthiness Authority for approval.

	c.		All familiarization programs shall be provided at the training centers of Embraer, Flight Safety International or other Embraer designated training provider at its respective training center or in such other location as Embraer, Flight Safety International or other Embraer designated training provider may reasonably indicate. Buyer’s Customers shall be responsible for all costs and expenses related to the training services (such as but not limited to instructor travel tickets, local transportation, lodging, per diem and non-productive days), in the event Buyer’s Customer requires that any training services be carried outside such indicated training facilities.

	d.		Notwithstanding the eventual use of the term “training” in this paragraph 2.3.1, the intent of this program is solely to familiarize Buyer’s Customers’ pilots, mechanics, employees or representatives with the operation and maintenance of the Aircraft. It is not the intent of Embraer to provide basic training (“ab-initio”) to any representatives of Buyer’s Customers.

	e.		Any trainee appointed by Buyer or Buyer’s Customer for participation in any of the familiarization programs shall be duly qualified per the



Attachment “B” to Purchase Agreement COM0188-10 1st Restatement		Page 5 of 10

FIRST RESTATEMENT OF ATTACHMENT B
FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

			governing body in the country of such Buyer’s Customer’s operation and fluent in the English language as all training will be conducted in, and all training material will be presented in, such language. Pilots and mechanics shall also have previous experience in the operation and maintenance, as applicable, of jet aircraft or, at a minimum, of twin-engine turboprop aircraft. Neither Embraer, Flight Safety International nor other Embraer designated training provider make any representation or give any guarantee regarding the successful completion of any training program by Buyer’s Customers’ trainees, for which Buyer’s Customers are solely responsible.

	f.		The familiarization programs shall be carried [*].

	g.		Training entitlements that [*].

	h.		The familiarization programs referred to above covers:

			h.1 One (1) pilot familiarization program for [] including (i) ground familiarization as regards Aircraft systems, weight and balance, performance and normal/emergency procedures. []. Simulator training includes the services of an instructor and will be carried out on a level D simulator. Buyer’s Customers shall be solely responsible for selecting experienced training pilots that are fluent in English and duly qualified in multi-engine aircraft operations, navigation and communication.

			h.2 One (1) maintenance familiarization course for [] qualified mechanics each entitled to []. This course shall consist of classroom familiarization with Aircraft systems and structures and shall be in accordance with ATA specification 104, level III.

			h.3 One (1) flight attendant familiarization course for [*]. This course shall consist of classroom familiarization (2 Days duration), including a general description of Aircraft safety procedures and flight attendant control panels.


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



Attachment “B” to Purchase Agreement COM0188-10 1st Restatement		Page 6 of 10

FIRST RESTATEMENT OF ATTACHMENT B
FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

2.3.2

On site support

Embraer shall provide [*] of one field support representative (“FSR”), at [*]. The FSR shall assist the technicians and mechanics of Buyer or Buyer’s Customer or Buyer’s Customer’s customers on the Aircraft maintenance [*] Buyer may allocate such FSR support among the Aircraft in such amounts as it reasonably determines. The following conditions shall apply:

	■		The support allowance provided [*] prior notice of the request to place a FSR on a location;

	■		Each FSR shall stay [*];

	■		Buyer’s rights to allocate such FSR support shall end [*].

	■		Embraer will assist Buyer and Buyer’s Customers in developing a customized product support package to meet individual operator needs at service entry. [*].


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



Attachment “B” to Purchase Agreement COM0188-10 1st Restatement		Page 7 of 10

FIRST RESTATEMENT OF ATTACHMENT B
FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

	c.		During the stay of the Embraer Rep at Buyer’s Customers’ facilities, Buyer’s Customers shall permit access to the maintenance and operation facilities as well as to the data and files of each Buyer’s Customer’s Aircraft fleet.

	d.		Embraer shall bear all expenses of the Embraer Rep, including without limitation transportation, board and lodging, while the Embraer Rep is rendering such on site support at each Buyer’s Customers’ main facility or other location as may be mutually agreed by the parties. Buyer’s Customers shall bear all expenses related to the transportation, board & lodging of the Embraer Rep in the event any Embraer Rep is required to render the Services provided for herein in any place other than [*] or other location as may be mutually agreed by the parties.

	e.		The Embraer Rep shall not participate in test flights or flight demonstrations without the previous written authorization from Embraer.

	f.		Buyer’s Customers shall include Embraer as additional insured in its Hull and Comprehensive Airline Liability insurance policies in accordance with the clauses contained in Exhibit “2” to this Attachment B. Buyer’s Customers shall supply Embraer with a copy of such endorsements to the insurance policies within forty eight (48) hours prior to the date of which the Services are to begin (and prior to each renewal of Buyer’s Customer Hull and Comprehensive Airline Liability insurance).

	g.		The Parties further understand and agree that in the event Buyer elects not to take all or any portion of the on site support provided for herein, no refund or other financial adjustment of the Aircraft Basic Price will be made since such on site support is offered at no charge to Buyer. Any other additional on site support shall depend on mutual agreement between the Parties and shall be charged by Embraer accordingly.

	h.		The presence of Embraer Rep shall be allowed exclusively in those areas related to the subject matter hereof and Embraer agrees to hold harmless Buyer and Buyer’s Customer from and against all and any kind of liabilities in respect of such Embraer Rep to the extent permitted and required by law.


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



Attachment “B” to Purchase Agreement COM0188-10 1st Restatement		Page 8 of 10

FIRST RESTATEMENT OF ATTACHMENT B
FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

	i.		Embraer may, at its own cost and without previous notice to Buyer or Buyer’s Customer, substitute at its sole discretion the Embraer Reps rendering the Services with another Embraer Rep that is equally qualified, at any time during the period in which Services are being rendered.

	j.		The rendering of the Services by Embraer’s Rep shall, at all times, be carried out in compliance with the applicable labor legislation of the country from where the company employing the Embraer Rep is located.

	k.		During the rendering of the Services, while on the premises of Buyer’s Customers, Embraer Reps shall strictly follow the administrative routines and proceedings of Buyer’s Customers, which shall have been expressly and clearly informed to Embraer Reps upon their arrival at said premises.

	l.		Embraer shall have the right to interrupt the rendering of the Services (i) should any situation occur which, at the sole discretion of Embraer, could represent a risk to the safety or health of Embraer Reps or (ii) upon the occurrence of any of the following events: strike, insurrection, labor disruptions or disputes, riots, or military conflicts. Upon the occurrence of such an interruption, Embraer shall resume the rendering of the Services for the remainder period immediately after having been informed by Buyer’s Customer, in writing, of the cessation thereof. No such interruption in the rendering of the Services shall give reason for the extension of the Services beyond the periods identified above.

2.3.3

Account Manager

As Buyer will be leasing the Aircraft to Buyer’s Customers, then to the extent that any of Buyer’s Customers will avail themselves of any of the Product Support Package, Buyer will have Buyer’s Customers agree in form and substance reasonably satisfactory to Embraer that, to the extent permitted by law, such Buyer’s Customer will indemnify and hold harmless Embraer and Embraer’s officers, agents, employees and assignees from and against all liabilities, damages, losses, judgments, claims and suits, including costs and expenses incident thereto, which may be suffered by, accrued against, be charged to or recoverable from Embraer and/or Embraer’s officers, agents, employees and assignees by reason of loss or damage to property, including the Aircraft, or by reason of injury or death of any person resulting from or in



Attachment “B” to Purchase Agreement COM0188-10 1st Restatement		Page 9 of 10

FIRST RESTATEMENT OF ATTACHMENT B
FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

any way connected with the performance of services by employees, representatives or agents of Embraer for or on behalf of Buyer’s Customer related to Aircraft delivered by Embraer to such Buyer’s Customer, including, but not limited to, the Services and any other services such as technical operations, maintenance, and training services and assistance performed while on the premises of Embraer or Buyer’s Customer, while in flight on the relevant Aircraft or while performing any such activities, at any place, in conjunction with the operations of such Aircraft (collectively referred to as “Indemnified Services”) but for those liabilities, damages, losses, judgments, claims and suits which are caused by the gross negligence or the willful misconduct of Embraer officers, employees or directors, in rendering the Indemnified Services. If Buyer fails to obtain such indemnity from any Buyer’s Customer, or if Buyer requests that Embraer perform services for Buyer, then Buyer shall be responsible to provide this indemnity to Embraer for the relevant Aircraft and relevant services

	2.3.4		Technical and Engineering Support

			Embraer shall provide remote technical and engineering support services, twenty-four (24) hours a Day and seven (7) Days a week, for airframe and systems. This service may be accessed by phone, fax and e-mail at the main facilities of Embraer and is designed to support daily operations of the Aircraft by Buyer’s Customers by assisting Buyer or Buyer’s Customer swith the identification and investigation of the causes of in-services issues and during AOG situations, as required. This service is offered at no charge to Buyer and Buyer’s Customer within such scope and is available for as long as the Aircraft continues to operate in regular passenger revenue service.

			Technical and engineering support is also available to assist Buyer and/or Buyer’s Customers in performing structural repairs on the Aircraft. Such assistance consists of the analysis of damage reports submitted by Buyer or Buyer’s Customers, preparation of instructions for repair in accordance with structural repair standard of Embraer. This support shall be provided [*] the then current rates for engineering services in accordance with Embraer price list.

2.4

[*]


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



Attachment “B” to Purchase Agreement COM0188-10 1st Restatement		Page 10 of 10

EXHIBIT 1 — LIST OF TECHNICAL PUBLICATIONS

The technical publications covering Aircraft operation and maintenance shall be delivered to Buyer or Buyers’s Customer in accordance with the following list:

SET OF PUBLICATIONS (HARD COPY OR CD-PDF FORMAT) — QUANTITY:


*OPERATIONAL SET ()**		CDROM
1.	Airplane Flight Manual (AFM)	1(**)
2.	Weight & Balance Manual (WB)	1(**)
3.	Airplane Operations Manual (AOM)	1(**)
4.	Quick Reference Handbook (QRH)	1(**)
5.	Dispatch Deviation Procedures Manual (DDPM)	1(**)
6.	Standard Operating Procedures Manual (SOPM)	1(**)
7.	Flight Attendant Manual (FAM)	1(**)
8.	Operational Bulletins Set (OB)	1(**)
9.	Master Minimum Equipment List(MMEL)(Non-FAA operators only)	1(**)
Note: In case of CD version, the full operational set above shall be recorded in a single CD disc named “Digital Operation Publications — DOP.

MAINTENANCE SET
10.	Aircraft Maintenance Manual — AMM Part I (SDS)	1(**)
11.	Aircraft Maintenance Manual — AMM Part II (MPP)	1(**)
12.	Aircraft Illustrated Parts Catalog (AIPC)	1(**)
13.	Fault Isolation Manual (FIM)	1(**)
14.	Maintenance Planning Document (MPD)	1(**)
15.	Wiring Manual (WM)	1(**)
16.	Service Bulletins Set (SB)	1(**)
17.	Service Newsletters (SNL)	1(**)
18.	Parts Information Letter (PIL)	1(**)
19.	Structural Repair Manual — Part I (SRM)	1(**)
20.	Structural Repair Manual — Part II (SRM)	1(**)
21.	Corrosion Prevention Manual (CPM)	1(**)
22.	System Schematic Manual (SSM)	1(**)
23.	Instructions for Ground Fire Extinguishing and Rescue (IGFER)	1(**)
24.	Airport Planning Manual (APM)	1(**)
25.	Illustrated Tool and Equipment Manual (ITEM)	1(**)
26.	Vendor Service Publications Set (if available; supplied directly by the Vendors)	1(**)
27.	Embraer Component Maintenance Manual (CMM)	1(**)
28.	Nondestructive Testing Manual (NDT)	1(**)
29.	Maintenance Review Board Report (MRB)	1(**)
30.	Maintenance Facility and Equipment Planning (MFEP)	1(**)
31.	Aircraft Recovery Manual (ARM)	1(**)
32.	Consumable Products Catalog (CPC)	1(**)
33.	Standard Wiring Practices Manual (SWPM)	1(**)
34.	Task Card System (TCS) (available only in CD-pdf)	1(**)
35.	Standards Manual (SM) (available only in CD-pdf)	1(**)


Note:		(*)One extra hard copy of the Operational Publications will be supplied on board of each Aircraft.)


		(**) One extra copy of every CDROM shall be provided, upon request pursuant to Article 2.2.1

Exhibit 1 to Attachment B to Purchase Agreement COM0188-10 — 1st Restatement Page 1 of 1

EXHIBIT 2 — SPECIAL INSURANCE CLAUSES

Buyer’s Customer shall include the following clauses in its Hull and Comprehensive Airline Liability insurance policies:

Hull All Risks Policy, including War, Hi-jacking and Other Perils.

			“It is hereby understood and agreed that Insurers agree to waive rights of subrogation against Embraer S.A. (Embraer) including any business entity owned by or subsidiaries to Embraer, and all partners, executive officers, employees and stock holders with regard to the insured Aircraft.

			This endorsement shall not operate to prejudice Insurer’s rights of recourse against Embraer as manufacturer, where such right of recourse might exist because of egregious misconduct, including, reckless, willful or intentional misconduct of Embraer as manufacturer of the Aircraft and had this endorsement not been effected under this Policy.”

Comprehensive Airline Liability Policy of not less than USD 500,000,000.00 (Five Hundred Million Dollars) each occurrence, each Aircraft and in the aggregate.

			“It is hereby understood and agreed that Embraer S.A. (Embraer) including any business entity owned by or subsidiaries to Embraer, and all partners, executive officers, employees and stock holders, are added as an Additional Insured with respect to the services or Services to be provided pursuant to this Agreement or its Attachments.

			This endorsement does not provide coverage for Embraer with respect to claims arising out of its legal liability as manufacturer and shall not operate to prejudice Insurer’s right of recourse against Embraer in the event of egregious misconduct, including, reckless, willful or intentional misconduct of Embraer in the performance of the services or Services to be provided pursuant to this Agreement or its Attachments.”

Notwithstanding anything to the contrary as specified in the Policy or any endorsement thereof, the coverage stated in paragraphs a) and b) above, shall not be cancelled or modified by the Insurer, without 30 Days advance written notice to Embraer to such effect.

This Endorsement attaches to and forms part of Policy No. ______________, and is effective from the ____ day of ______, 200______.

Exhibit 2 to Attachment B to Purchase Agreement COM0188-10 — 1st Restatement Page 1 of 1

ATTACHMENT B2 — [*] SUPPORT PACKAGE

1.		FERRY FLIGHT ASSISTANCE

1.1		Embraer will make available to Buyer’s Customer, at no additional charge, the services of a third party representative at the airport in which the Aircraft will make the last stop in Brazilian territory, to support Buyer’s Customer’s crew in the interface with Brazilian customs clearances. Such services do not include handling services as refueling, ground equipment and communications and Buyer’s Customer shall hire such services from a handling service company. Buyer’s Customer shall also be responsible for the flight documents (including but not limited to IFR templates & charts) and overflight permits required for the ferry flight.

		If it is necessary that any ferry equipment be installed by Embraer in the Aircraft for the ferry flight between Brazil and final destination, Embraer will make available, upon Buyer’s Customer’s written request, a standard and serviceable ferry equipment kit to Buyer’s Customer (hereinafter the “Kit”) at no charge to Buyer’s Customer, except as set forth below. In this case, Buyer’s Customer shall immediately upon the Aircraft arrival at its final destination, remove the Kit from the Aircraft and return it to a freight forwarder agent as determined by Embraer, in FCA (Free Carrier — Incoterms 2000) condition.

		In case Embraer provides the Kit to Buyer’s Customer and (i) the Kit is utilized, whether totally or not, such decision to be taken in Embraer’s reasonable discretion (except for communication equipment temporarily installed for the ferry flight), or (ii) the Kit is not returned to Embraer complete and in the same condition as it was delivered to Buyer’s Customer within sixty (60) Days after the respective Aircraft Actual Delivery Date, complete and in the same condition as it was delivered to Buyer’s Customer. In any such cases, Buyer’s Customer shall pay Embraer the value of a new Kit upon presentation of an invoice by Embraer and then the original Kit shall become the property of Buyer’s Customer. In addition, the availability of another Kit for the next occurring Aircraft ferry flight after such sixty (60) Day period shall not be an Embraer obligation.

2.		PRODUCT SUPPORT PACKAGE

There will not be any product support package to be provided by Embraer under this Agreement with relation to the [*] Aircraft, except the following:

2.1.		MATERIAL SUPPORT

2.1.1.		SPARES POLICY

Embraer guarantees the supply of spare parts, ground support equipment and tooling, except engines and their accessories, hereinafter referred to as “Spare(s)”, for the


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



Att. “B2” to Amendment No. 2 to Purchase Agreement COM0188-10		Page 1 of 4

ATTACHMENT B2 — [*] SUPPORT PACKAGE

Aircraft for a period of ten (10) years after production of the last aircraft of the same type. Such Spares shall be supplied according to the prevailing availability, sale conditions, delivery schedule and effective price on the date of acceptance by Embraer of a purchase order placed by Buyer or Buyer’s Customer for any of such items. The Spares may be supplied either by Embraer in Brazil or through its subsidiaries or distribution centers located abroad.

2.1.2.

OTHER SPARES SERVICES


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



Att. “B2” to Amendment No.2 to Purchase Agreement COM0188-10		Page 2 of 4

ATTACHMENT B2 — [*] SUPPORT PACKAGE

2.2.		AIRCRAFT TECHNICAL PUBLICATIONS:

2.2.1.		EMBRAER PUBLICATIONS

Buyer and Buyer’s Customers may also access on-line Technical Publications at the web-based FlyEmbraer portal, conditional to the execution of a license agreement. This service is available at no additional charge to Buyer while Buyer or Buyer’s Customer has a valid subscription of the Technical Publications with Embraer. The use of Technical Publications obtained from FlyEmbraer is subject to prior approval of the relevant airworthiness authorities.

2.2.2.

VENDOR PUBLICATIONS

2.3.

SERVICES

Technical and Engineering Support


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



Att. “B2” to Amendment No. 2 to Purchase Agreement COM0188-10		Page 3 of 4

ATTACHMENT B2 — [*] SUPPORT PACKAGE

Buyer or Buyer’s Customers with the identification and investigation of the causes of in-services issues and during AOG situations, as required. This service is offered at no charge to Buyer and Buyer’s Customer within such scope and is available for as long as the Aircraft continues to operate in regular passenger revenue service.


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



Att. “B2” to Amendment No. 2 to Purchase Agreement COM0188-10		Page 4 of 4

EXHIBIT 1 — LIST OF [*] TECHNICAL PUBLICATIONS

The technical publications covering Aircraft operation and maintenance shall be delivered to Buyer or Buyer’s Customer in accordance with the following list:

SET OF PUBLICATIONS (HARD COPY OR CD-PDF FORMAT) — QUANTITY:


OPERATIONAL SET (*)		CDROM
1. Airplane Flight Manual (AFM)		1(**)
2. Weight & Balance Manual (WB)		1(**)
3. Airplane Operations Manual (AOM)		1(**)
4. Quick Reference Handbook (QRH)		1(**)
5. Dispatch Deviation Procedures Manual (DDPM)		1(**)
6. Standard Operating Procedures Manual (SOPM)		1(**)
7. Flight Attendant Manual (FAM)		1(**)
8. Operational Bulletins Set (OB)		1(**)
9. Master Minimum Equipment List(MMEL)(Non-FAA operators only)		1(**)
Note: In case of CD version, the full operational set above shall be recorded in a single CD disc named “Digital Operation Publications — DOP.

MAINTENANCE SET


10. Aircraft Maintenance Manual — AMM Part I (SDS)		1(**)
11. Aircraft Maintenance Manual — AMM Part II (MPP)		1(**)
12. Aircraft Illustrated Parts Catalog (AIPC)		1(**)
13. Fault Isolation Manual (FIM)		1(**)
14. Maintenance Planning Document (MPD)		1(**)
15. Wiring Manual (WM)		1(**)
16. Service Bulletins Set (SB)		1(**)
17. Service Newsletters (SNL)		1(**)
18. Parts Information Letter (PIL)		1(**)
19. Structural Repair Manual — Part I (SRM)		1(**)
20. Structural Repair Manual — Part II (SRM)		1(**)
21. Corrosion Prevention Manual (CPM)		1(**)
22. System Schematic Manual (SSM)		1(**)
23. Instructions for Ground Fire Extinguishing and Rescue (IGFER)		1(**)
24. Airport Planning Manual (APM)		1(**)
25. Illustrated Tool and Equipment Manual (ITEM)		1(**)
26. Vendor Service Publications Set (if available; supplied directly by the Vendors)		1(**)
27. Embraer Component Maintenance Manual (CMM)		1(**)
28. Nondestructive Testing Manual (NDT)		1(**)


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



Ex. 1 to Att. “B2” to Am. No. 2 to Purchase Agreement COM0188-10		Page 1 of 2

EXHIBIT 1 — LIST OF [*] TECHNICAL PUBLICATIONS

MAINTENANCE SET


29. Maintenance Review Board Report (MRB)		1(**)
30. Maintenance Facility and Equipment Planning (MFEP)		1(**)
31. Aircraft Recovery Manual (ARM)		1(**)
32. Consumable Products Catalog (CPC)		1(**)
33. Standard Wiring Practices Manual (SWPM)		1(**)
34. Task Card System (TCS) (available only in CD-pdf)		1(**)
35. Standards Manual (SM) (available only in CD-pdf)		1(**)


Note:

(*)		One extra hard copy of the Operational Publications will be supplied on board of each Aircraft.)

(**)		One extra copy of every CDROM shall be provided, upon request pursuant to Article 2.2.1

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



Ex. 1 to Att. “B2” to Am. No. 2 to Purchase Agreement COM0188-10		Page 2 of 2

AMENDMENT No. 1 TO
LETTER AGREEMENT COM0189-10

This Amendment No. 1 to the Letter Agreement COM0189-10, dated as of February 11, 2011 (“Amendment No. 1”) relates to the Letter Agreement COM0189-10 (the “Letter Agreement”) between Embraer S.A. (f/k/a Embraer — Empresa Brasileira de Aeronáutica S.A.) (“Embraer”) and Air Lease Corporation (“Buyer”) dated October 5, 2010 (the “Agreement”). This Amendment No. 1 is between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No. 1 sets forth additional agreements between Embraer and Buyer with respects to the matters set forth herein.

Except as otherwise provided for herein, all terms of the Letter Agreement shall remain in full force and effect. All capitalized terms used in this Amendment No. 1 which are not defined herein shall have the meaning given in the Purchase Agreement and Letter Agreement. In the event of any conflict between this Amendment No. 1 and the Purchase Agreement and Letter Agreement, the terms, conditions and provisions of this Amendment No. 1 shall control.

NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. [*]

2. The provisions of Articles 18, 19, 28, 29, 30 and 31 of the Purchase Agreement apply mutatis mutandis. All other provisions of the Letter Agreement that have not been specifically amended or modified by this Amendment No. 1 shall remain valid in full force and effect without any change.

[Intentionally left blank]


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



Amendment No. 1 to Letter Agreement COM0189-10		Page 1 of 2

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 1 to Letter Agreement to be effective as of the date first written above.


EMBRAER S. A.		AIR LEASE CORPORATION

By	/s/ Paulo Cesa de Souza e Silva	By	/s/ Grant Levy

Name:	Paulo Cesa de Souza e Silva	Name:	Grant Levy
Title:	Executive Vice-President Airline Market	Title:	Executive Vice President

By	/s/ José Luis D’Avila Molina

Name: Title:	José Luis D’Avila Molina Vice President, Contracts Airline Market

Date:	February 11, 2011	Date:	February 11, 2011
Place:	São José dos Campos, SP Brazil	Place:	Los Angeles, CA, USA

Witness:	/s/ Claudiana Bueno	Witness:	/s/ Kelli Fleming

Name:	Claudiana Bueno	Name:	Kelli Fleming



Amendment No. 1 to Letter Agreement COM0189-10		Page 2 of 2

EX-10.27 10 v57988a3exv10w27.htm EX-10.27 exv10w27

EXHIBIT 10.27
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406

Execution Form

DATED 5^TH NOVEMBER 2010

THE SELLERS LISTED IN SCHEDULE 1 HERETO

and

THE PURCHASERS LISTED IN SCHEDULE 1 HERETO

AIRCRAFT SALE AND PURCHASE AGREEMENT

CONTENTS


Clause	Page
1. Interpretation		1
2. Representations and Warranties		1
3. Agreement to Sell and Purchase		2
4. Conditions Precedent		4
5. Purchase Price		6
6. Invoice		9
7. Delivery		10
8. Condition of Aircraft		11
9. Manufacturer’s Warranties		12
10. Registration Fees		13
11. [^*]		13
12. Further Provisions		15
13. Law and Jurisdiction		18
14. Brokers and Other Third Parties		20
Schedule 1 Sellers and Related Aircraft		23
Schedule 2 Lease Documents		25
Schedule 3 Definitions		29
Schedule 4 Conditions Precedent		34
Part A Seller Conditions Precedent		34
Part B Purchaser Conditions Precedent		35
Schedule 5 Representations and Warranties		37
Part A Seller’s Representations and Warranties		37
Part B Purchaser’s Representations and Warranties		40
Schedule 6 Confirmatory Bill of Sale		41
Schedule 7 Acceptance Certificate		42
Schedule 8 Form of Invoice		43


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

THIS AGREEMENT is made on 5^th November 2010

BETWEEN:

(1)		THE SELLERS LISTED IN SCHEDULE 1 HERETO; and

(2)		THE PURCHASERS LISTED IN SCHEDULE 1 HERETO.

IT IS AGREED as follows

1.		INTERPRETATION

1.1		Definitions

		In this Agreement capitalised words and expressions have the meaning specified in Schedule 3, except where the context otherwise requires.

1.2		Construction

		Headings are to be ignored in construing this Agreement and unless the contrary intention is stated, a reference to:

	1.2.1		any “Seller”, any “Purchaser” or any other Person includes, without prejudice to the provisions of this Agreement restricting transfer or assignment, any permitted successor or assignee;

	1.2.2		words importing the plural shall include the singular and vice versa;

	1.2.3		any document, other than the Lease Documents, shall include that document as amended, novated, assigned or supplemented;

	1.2.4		a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement; and

	1.2.5		any Law, or to any specified provision of any Law, is a reference to such Law or provision as amended, substituted or re-enacted.

2.		REPRESENTATIONS AND WARRANTIES

2.1		Seller Representations and Warranties

		The relevant Seller in respect of each Aircraft represents and warrants (in respect of itself only) to the relevant Purchaser in respect of such Aircraft that the statements contained in Schedule 5, Part A are at the date hereof, and on each applicable Delivery Date will be (by reference to the facts and circumstances then subsisting), true and accurate. The relevant Seller acknowledges and agrees that the relevant Purchaser has entered into this Agreement in reliance on the truth and accuracy of the relevant Seller’s representations and warranties under this Agreement.

2.2		Purchaser Representations and Warranties

		The relevant Purchaser in respect of each Aircraft represents and warrants (in respect of itself only) to the relevant Seller in respect of such Aircraft that the statements contained in Schedule 5, Part B are at the date hereof, and on each applicable Delivery Date will be (by reference to the facts and circumstances then subsisting), true and accurate. The relevant

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		Purchaser acknowledges and agrees that the relevant Seller has entered into this Agreement in reliance on the truth and accuracy of the Purchaser’s representations and warranties under this Agreement.

3.		AGREEMENT TO SELL AND PURCHASE

3.1		Agreement

		Subject to and in accordance with the provisions of this Agreement:

	3.1.1		the Seller of each Aircraft agrees to sell such Aircraft to the relevant Purchaser of such Aircraft, and such Purchaser agrees to purchase such Aircraft from such Seller in an “as is, where is” condition;

	3.1.2		the Seller of each Aircraft shall pass to the relevant Purchaser on the applicable Delivery Date full legal and beneficial and good and marketable title to such Aircraft with full title guarantee (except in relation to Aircraft No. 3, in respect of which, the provisions of Clause 3.7 apply), subject in each case to the Novated Lease and Permitted Liens but free and clear of all other Security Interests. Title to each such Aircraft shall pass to the relevant Purchaser in accordance with Clause 7.1 (Delivery); and

	3.1.3		It is the intention of the Sellers and the Purchasers that Aircraft No.5 shall be the first Aircraft sold by the relevant Seller to the relevant Purchaser under this Agreement and if such sale is not consummated by the Final Delivery Date, then unless otherwise agreed by the parties to this Agreement, the relevant Seller shall not be obliged to sell any Aircraft to the relevant Purchaser and the relevant Purchaser shall not be obliged to purchase any such Aircraft from the relevant Seller under this Agreement.

3.2		Registration

		On or before the applicable Delivery Date in respect of each Aircraft, the Seller of such Aircraft shall deliver, or procure that the relevant Lessee delivers, to the Air Authority such documents as are necessary to instruct the Air Authority to record, to the extent permitted by law, the relevant Purchaser or any Purchaser Nominee which is the owner or lessor of such Aircraft as the new owner or lessor of such Aircraft in the aircraft register maintained by the Air Authority.

3.3		Security Interests

		Each Aircraft shall as of the applicable Delivery Date be free and clear of all Security Interests other than the Novated Lease and Permitted Liens.

3.4		Passage of Title & Risk

		Risk of loss or destruction of any Aircraft shall pass to the relevant Purchaser upon Delivery in respect of such Aircraft.

3.5		Damage before Delivery

		If before Delivery in respect of any of Aircraft No. 1, Aircraft No. 2, Aircraft No. 3 or Aircraft No. 4 , such Aircraft suffers damage which does not constitute an Event of Loss but for which

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the likely cost of repair would exceed [^*] or if before Delivery, Aircraft No.5 suffers damage which does not constitute an Event of Loss but for which the likely cost of repair would exceed [*], then:

	3.5.1		the relevant Seller shall promptly notify the relevant Purchaser of such damage and whether in the relevant Seller’s view such damage can be repaired prior to the applicable Scheduled Closing Date or any other date as agreed between the parties;

	3.5.2		the relevant Purchaser shall in light of the relevant Seller’s notice, notify the relevant Seller whether the relevant Purchaser is prepared to proceed subject to the damage being repaired to the relevant Purchaser’s satisfaction prior to the applicable Scheduled Closing Date or any other date as agreed between the parties. If the relevant Purchaser is prepared to proceed on the basis of the repair, the relevant Seller shall procure the timely repair to the relevant Purchaser’s reasonable satisfaction. However if (i) the repair is not so completed and the relevant Aircraft is not delivered to the relevant Purchaser on or before the applicable Scheduled Closing Date or any other date as agreed between the parties or (ii) the relevant Purchaser notifies the relevant Seller in writing that the relevant Purchaser is not prepared to proceed on the basis of the repair, the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the date of notice by such Purchaser, then none of the parties to this Agreement shall have any further obligation or liability with respect to such Aircraft under this Agreement to any of the other parties to this Agreement other than as set out in Clause 12.8 and Clause 4.3.

3.6		Event of Loss before Delivery

		If before Delivery of any Aircraft such Aircraft suffers an Event of Loss, then with effect from the date of such Event of Loss the rights and obligations of the parties hereunder in respect of such Aircraft shall be discharged so that no party shall be liable to any other party in respect of such Aircraft save that the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the relevant Seller becoming aware of the occurrence of such Event of Loss, and other than as set out in Clause 12.8 and Clause 4.3.

3.7		Transfer Arrangements relating to Aircraft No. 3

	3.7.1		GECAS has advised the Parent Purchaser that as regards Aircraft No. 3:

			*[]**


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

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3.7.2

[*]

4.		CONDITIONS PRECEDENT

4.1		Seller Conditions

	4.1.1		The obligation of the Seller of each Aircraft to sell such Aircraft to the relevant Purchaser shall be subject to fulfilment of each of Seller Conditions Precedent applicable to such Aircraft on or prior to the applicable Delivery Date (except to the extent that such Seller agrees in writing in its absolute discretion to waive or defer any such condition).

	4.1.2		The Seller Conditions Precedent have been inserted for the benefit of each Seller and may, in respect of any Aircraft, be waived in writing, in whole or in part and with or without conditions, by the Seller of such Aircraft without prejudicing the right of such Seller to receive fulfilment of such conditions, in whole or in part, at any later time.

	4.1.3		If any of Seller Conditions Precedent in respect of an Aircraft remain outstanding on the applicable Final Delivery Date and are not waived or deferred in writing by the Seller of such Aircraft, such Seller may at any time after 5pm in London on the applicable Final Delivery Date terminate the obligation of such Seller to sell such Aircraft to the relevant Purchaser by notice to the relevant Purchaser, whereupon none of the parties to this Agreement shall have any further obligation or liability with respect to such Aircraft under this Agreement to any of the other parties to this Agreement save that the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the date of such notice by such Purchaser, and other than as set out in Clause 12.8 and Clause 4.3.

4.2

Purchaser Conditions

4.2.1

The obligation of the Purchaser of each Aircraft to purchase such Aircraft shall be subject to fulfilment of each of Purchaser Conditions Precedent applicable to such Aircraft on or prior to the applicable Delivery Date (except to the extent that such Purchaser agrees in writing in its absolute discretion to waive or defer any such condition).


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

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	4.2.2		The Purchaser Conditions Precedent have been inserted for the benefit of each Purchaser and may, in respect of any Aircraft, be waived in writing, in whole or in part and with or without conditions, by the Purchaser of such Aircraft without prejudicing the right of such Purchaser to receive fulfilment of such conditions, in whole or in part, at any later time.

	4.2.3		If any of the Purchaser Conditions Precedent in respect of an Aircraft remain outstanding on the applicable Final Delivery Date and prior to payment of the Purchase Price and are not waived or deferred in writing by the Purchaser of such Aircraft, such Purchaser may at any time after 5pm in London on the applicable Final Delivery Date terminate the obligation of such Purchaser to purchase such Aircraft from the relevant Seller by notice to the relevant Seller, whereupon none of the parties to this Agreement shall have any further obligation or liability with respect to such Aircraft under this Agreement to any of the other parties to this Agreement save that the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the date of such notice by such Purchaser, and other than as set out in Clause 12.8 and Clause 4.3.

4.3		Breach

		If at any time the relevant Purchaser, GECAS or any affiliate of GECAS or any Seller wilfully breaches or all part of this Agreement or any Transaction Document or any Other Agreement, GECAS and the Sellers (in the case of a breach by the relevant Purchaser) or the relevant Purchaser (in the case of a breach by GECAS, any affiliate of GECAS or any Seller) shall be entitled by notice in writing to the defaulting party to terminate this Agreement in its entirety in relation to Aircraft which then remain unsold, whereupon none of the parties to this Agreement shall have any further obligation or liability hereunder save that if the relevant termination notice is issued by the relevant Purchaser, the relevant Seller shall refund the relevant Deposit(s) plus interest in accordance with the provisions of Clause 5.2.2 to such Purchaser within three (3) Business Days from the date of the relevant notice of termination.

4.4		Transaction Fee Reimbursement

	4.4.1		If for any reason (other than as specified in Clause 4.4.2 below) the Delivery of any Aircraft has not occurred on or before the Final Delivery Date, then in addition to refund of the relevant Deposit(s) plus interest in accordance with the provisions of Clause 5.2.2, GECAS on behalf of the relevant Seller will reimburse Purchaser’s transaction expenses in the amount of [] (“Transaction Fee Reimbursement*”) in respect of any such Aircraft as consideration for the loss of the Aircraft from the portfolio to be acquired hereunder.

	4.4.2		GECAS will not have the obligation to make a Transaction Fee Reimbursement pursuant to Clause 4.4.1 if the sale of Aircraft No. 5 to the Purchaser has not already completed or if the failure of Delivery of an Aircraft by the Final Delivery Date is the result of any of the following occurrences (i) any wilful breach by the relevant Purchaser of any of its obligations under this Agreement (including the failure by the relevant Purchaser to satisfy any of the Seller Conditions Precedent within the control


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

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of such Purchaser) or (ii) any material damage or Event of Loss occurs pursuant to Clauses 3.5 or 3.6 in respect of such Aircraft or (iii) Purchaser has not used all reasonable commercial efforts to agree to the Lease Novation in respect of such Aircraft and to consummate the sale and lease novation of such Aircraft or (iv) an Event of Default occurs under the relevant Lease and the relevant Lessor has terminated the leasing of such Aircraft. Furthermore, if the parties agree to substitute a comparable aircraft leased to a comparable lessee and subject to comparable lease documents and pricing terms in replacement of any Aircraft which fails to deliver to the Purchaser by the Final Delivery Date, then GECAS will not be required to make any such Transaction Fee Reimbursement in relation to the Aircraft so replaced.

4.4.3

Notwithstanding the provisions of Clauses 4.4.1 and 4.4.2, if the sale of Aircraft No. 5 to the Purchaser does not occur (other than as a result of the wilful breach by the relevant Purchaser of any of its obligations under this Agreement (including the failure by the relevant Purchaser to satisfy any of the Seller Conditions Precedent within the control of such Purchaser)) on or before the Final Delivery Date and accordingly, none of the Aircraft is sold by the relevant Sellers to the relevant Purchasers, then in addition to refund of the relevant Deposit(s) plus interest in accordance with the provisions of Clause 5.2.2, GECAS on behalf of the relevant Seller will reimburse the Purchaser’s transaction expenses in a single amount of [*] covering all of the Aircraft arising from the failure to consummate the sale of the Aircraft to the Purchasers.

5.		PURCHASE PRICE

5.1		Amount

		The base purchase price for each Aircraft shall be the amount specified as such in Schedule 1 opposite such Aircraft (the “Base Purchase Price”).

5.2		Deposit

		Each Purchaser shall pay the relevant Deposit for the relevant Aircraft to the relevant Seller within five (5) Business Days following the date of execution and delivery of this Agreement. The relevant Deposit in respect of any Aircraft shall be refunded to the relevant Purchaser in respect of such Aircraft free and clear of any set-off, counterclaim or other deduction together with interest accrued on such Deposit for such Aircraft at a rate equal to [*] for the period commencing on the date on which the Deposit for such Aircraft was received by GECAS to (but excluding) the day on which the Deposit for such Aircraft is received by the Purchaser only in the following events as contemplated by Clause 3.5, Clause 3.6, Clause 4.2.3, Clause 4.3 or Clause 8.2.

5.3		Amount of Purchase Price

5.3.1

In respect of each Aircraft, the Base Purchase Price of such Aircraft shall be:

	(a)		decreased by an amount equal to [*]; and

	(b)		increased by an amount equal to [*].

(such Base Purchase Price as so adjusted pursuant to this Clause 5.2 in respect of the Delivered Aircraft is called the “Purchase Price”).


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

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5.4		Payment of Purchase Price

		Subject to the provisions of this Agreement, on the Delivery Date in respect of an Aircraft the Purchaser of such Aircraft shall pay to the Seller of such Aircraft (the “Net Purchase Price”) an amount equal to the Purchase Price of such Aircraft less the amount of (i) the Deposit in respect of such Aircraft, (ii) if held in cash, the Lease Security Deposit applicable to such Aircraft to the extent then held by such Seller at such Delivery Date, (iii) if Supplemental Rent is payable under the relevant Lease in respect of such Aircraft, the accrued Supplemental Rent amounts (but only to the extent not already made available, refunded or paid to the relevant Lessee as required by the express provisions of the relevant Lease) to the extent then held by such Seller at such Delivery Date and (iv) any Rent received by Seller in respect of the relevant Aircraft relating to the period after the Delivery Date. The time of payment shall be of the essence of this Agreement.

5.5		Payments

5.5.1

All payments by any party to any other party under this Agreement and the other Transaction Documents will be made for value on the due date in Dollars and in immediately available funds settled through New York Clearing House System or such other funds as may for the time being be customary for the settlement in New York City of payments in Dollars and by wire transfer to:

	(a)		in the case of any Seller:

			[*]

			or such other account as such Seller may from time to time advise to each Purchaser by not less than ten (10) Business Days prior written notice; and

	(b)		in the case of any Purchaser, to such account as such Purchaser may from time to time advise to each Seller in writing.

5.5.2

No payment shall be considered made by a party hereto until it is received in the account of the relevant other party to the Agreement. Promptly upon becoming aware of receipt of the Purchase Price in respect of an Aircraft, the Seller of such Aircraft will ask its bank to send confirmation of receipt of such Purchase Price to it and, once received, such Seller will promptly send such confirmation to the Purchaser of such Aircraft.

5.6

No Withholdings

5.6.1

Payment of the Net Purchase Price in respect of an Aircraft to be made by any Purchaser of an Aircraft under this Agreement and all other payments required to be made by it hereunder (including but not limited to the payment of the Deposit) shall be made without set off or counterclaim whatsoever.


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

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5.6.2

All payments to be made by any Seller or any Purchaser under this Agreement and the other Transaction Documents shall be made in full without any deduction or withholding in respect of Taxes or otherwise unless the deduction is required by Law, in which event such paying party shall:

	(a)		ensure that the deduction or withholding does not exceed the minimum amount legally required;

	(b)		promptly pay to the other party entitled to receive the relevant payment such additional amount so that the net amount received by such other party will equal the full amount which would have been received by it had no such deduction or withholding been made;

	(c)		pay to the relevant taxation authority or other authorities within the period for payment permitted by Law the full amount of the deduction or withholding (including, but without prejudice to the generality of the foregoing, the full amount of any deduction or withholding from any additional amount paid pursuant to this sub-clause); and

	(d)		if requested, provide such other party, within the period for payment permitted by the relevant law, with an official receipt of the relevant taxation authorities involved in respect of all amounts so deducted or withheld or if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding.

[*]

5.7

Taxes

	5.7.1		Without prejudice to Clause 7.3 (Delivery Location), each Seller in respect of an Aircraft and the Purchaser in respect of such Aircraft will co-operate so that the Delivery Location in respect of such Aircraft shall be in a jurisdiction where the imposition upon any Seller and/or any Purchaser of any Taxes arising out of the sale of such Aircraft pursuant to this Agreement is minimised.

	5.7.2		[*]

	5.7.2		[*]


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

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5.8		Lease Security Deposit and Supplemental Rent

		The Seller in respect of an Aircraft shall, on the Delivery Date in respect of such Aircraft, transfer (by way of permitted deduction from the Purchase Price in accordance with Clause 5.3 (ii) and (iii)) to the Purchaser in respect of such Aircraft (or a Purchaser Nominee which is the lessor of such Aircraft) (a) if held in cash, the Lease Security Deposit (or if there is a letter of credit, such Seller shall transfer such issued letter of credit or procure the issuance of a letter of credit acceptable to such Purchaser in respect of such Lease Security Deposit to such Purchaser or such Purchaser Nominee) then held by such Seller at the Delivery Date in respect of such Aircraft and (b) if Supplemental Rent is payable under the relevant Lease in respect of such Aircraft, the accrued Supplemental Rent amounts (but only to the extent not already made available, refunded or paid to the relevant Lessee as required by the express provisions of the relevant Lease) to the extent then held by such Seller at the Delivery Date in respect of such Aircraft.

5.9		Late Receipt of Rent or Supplemental Rent

		If, after Delivery in respect of an Aircraft, the Seller of such Aircraft receives from the Lessee in respect of such Aircraft any amount of Rent or Supplemental Rent payable by such Lessee pursuant to the relevant Lease (notwithstanding the relevant Lease Novation), such Seller shall procure that such Rent or Supplemental Rent is promptly and, in any case, within two (2) Business Days, paid to the Purchaser of such Aircraft (and pending such payment shall hold the same on trust for such Purchaser). Such payment shall be made in full, free of all Taxes, duties, withholdings or deductions and without any set-off or counterclaim whatsoever.

6.		INVOICE

		The Invoice in respect of an Aircraft shall be delivered by the relevant Seller to the relevant Purchaser at least three (3) Business Days prior to the relevant Delivery Date.

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7.		DELIVERY

7.1		Delivery

		Subject to satisfaction (or waiver or deferral with the agreement in writing of the relevant Seller) of the Seller Conditions Precedent in respect of any Aircraft, the Seller of such Aircraft shall tender such Aircraft for Delivery and effect the transfer of all of such Seller’s right, title and interest in and to such Aircraft to the relevant Purchaser on the applicable Delivery Date by execution and delivery of a Bill of Sale in respect of such Aircraft to the relevant Purchaser. Simultaneously with the delivery of a Bill of Sale in respect of such Aircraft, all of the relevant Seller’s right, title and interest in and to such Aircraft (including the relevant Aircraft Documents) will pass from the relevant Seller to the relevant Purchaser but the relevant Purchaser acknowledges that each Aircraft (including the relevant Aircraft Documents) will, upon and following such transfer of title, remain in the possession of the relevant Lessee and the relevant Seller shall not be obliged to give or effect physical delivery of any Aircraft (including the relevant Aircraft Documents) to any Purchaser. Provided that the Purchaser Conditions Precedent in respect of an Aircraft have been satisfied (or waived by the relevant Purchaser), the relevant Purchaser shall execute and deliver to the relevant Seller on the applicable Delivery Date an Acceptance Certificate in respect of such Aircraft, which shall be conclusive evidence (as between the relevant Purchaser and the relevant Seller) of the matters therein stated.

7.2		Delivery Date

		The parties currently anticipate that Delivery in respect of an Aircraft will take place on the applicable Scheduled Closing Date and shall each use reasonable efforts so that Delivery in respect of such Aircraft does then take place but in any event Delivery in respect of such Aircraft shall occur no later than 5p.m. in London on the Final Delivery Date in respect of such Aircraft.

7.3		Delivery Location

		At the time of delivery of the Bill of Sale in respect of an Aircraft on the applicable Delivery Date such Aircraft shall be located in one of the following locations (the “Delivery Location”):

	7.3.1		the Expected Delivery Location; or

	7.3.2		international airspace; or

	7.3.3		with the agreement of the parties, another jurisdiction provided that in the case of this Clause 7.3.3, where such Aircraft is not located in international airspace both of the following conditions are satisfied:

	(a)		the Lex Situs Opinion (the cost of which is to be split equally between the relevant Purchaser and the relevant Seller) is issued to the relevant Seller and the relevant Purchaser on or prior to Delivery in respect of such Aircraft; and

	(b)		the relevant Seller and the relevant Purchaser are satisfied (each in their sole discretion) that no Taxes will be imposed upon such Seller such Purchaser, the relevant Lessee or the relevant Aircraft as a result of the delivery of such Bill of Sale or transfer of title to the relevant Aircraft whilst such Aircraft is located in such jurisdiction, other than any Taxes which the relevant Seller or the relevant Purchaser may agree in writing to bear.

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8.		CONDITION OF AIRCRAFT

8.1		Disclaimers

	8.1.1		EACH AIRCRAFT, EACH ENGINE AND EACH PART IS BEING SOLD AND DELIVERED “AS IS” AND “WHERE IS”, AND WITHOUT ANY REPRESENTATION, GUARANTEE OR WARRANTY OF ANY SELLER EXPRESS OR IMPLIED, OF ANY KIND, ARISING BY LAW OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE RELEVANT BILL OF SALE; AND

	8.1.2		WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EACH PURCHASER UNCONDITIONALLY AGREES THAT AS BETWEEN ITSELF AND EACH SELLER EACH AIRCRAFT AND EACH PART THEREOF IS TO BE SOLD AND PURCHASED IN AN “AS IS, WHERE IS” CONDITION AS AT THE APPLICABLE DELIVERY DATE, AND NO TERM, CONDITION, WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND HAS BEEN ACCEPTED, MADE OR IS GIVEN BY ANY SELLER OR ITS SERVANTS OR AGENTS IN RESPECT OF THE AIRWORTHINESS, VALUE, QUALITY, DURABILITY, DATE PROCESSING, CONDITION, DESIGN, OPERATION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE OF ANY AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AS TO THE COMPLETENESS OR CONDITION OF ANY AIRCRAFT DOCUMENTS, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN, OR OTHER PROPRIETARY RIGHTS; AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE RELEVANT BILL OF SALE, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS (OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN RELATION TO ANY OF THOSE MATTERS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED.

8.2		Acceptance Certificate

		The purchase of the Aircraft by the relevant Purchaser shall be subject to such Purchaser’s satisfactory inspection of the relevant Aircraft. The relevant Purchaser shall undertake a preliminary inspection of the relevant Aircraft and the Other Aircraft (including the Aircraft Documents) by not later than [*] (or such later date as may be agreed by the relevant Seller and the relevant Purchaser) to satisfy itself that the relevant Aircraft is in a satisfactory condition. The relevant Seller shall procure that the relevant Aircraft and the Aircraft Documents are made available to the relevant Purchaser so that such Purchaser may complete such preliminary inspection, provided always, that such preliminary inspections shall not unreasonably interfere with the relevant Lessee’s operation and use of the Aircraft. If following such preliminary inspection of the Aircraft and/or the Aircraft Documents the relevant Purchaser determines that any such relevant Aircraft and/or the related Aircraft Documents are not in a satisfactory condition and such Purchaser does not wish to proceed with the purchase of such Aircraft, then the relevant Purchaser shall notify the relevant Seller in writing of such position within five (5) Business Days of such preliminary inspection being completed, in which case, the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the date of such notice by the relevant Purchaser, and neither party shall have any further obligations or liabilities to the other party in relation to the relevant Aircraft following such return of Deposit and payment of interest, other than as set out in Clause 12.8


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

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and Clause 4.3. Delivery of the Acceptance Certificate in respect of any Aircraft by the relevant Purchaser to the relevant Seller shall be conclusive proof as between each of the parties hereto that the Purchaser of such Aircraft has examined and investigated such Aircraft and each part thereof and that such Aircraft and each part thereof is in every way satisfactory to such Purchaser.

8.3		Lessee and the Lease

		Without prejudice to any representation and/or warranty made to any Purchaser in this Agreement or any other Transaction Document by any Seller, each Purchaser acknowledges that it has been and will be solely responsible for making its own independent investigation and appraisal of the operations, financial condition, creditworthiness, status and affairs of each Lessee, and of the provisions of each Lease and each other Lease Document, and has not relied, and will not at any time rely, on any Seller:

	8.3.1		to provide any Purchaser with any information relating to any such matters; or

	8.3.2		to check or enquire into the adequacy, accuracy or completeness of any information provided by any Lessee pursuant to or in relation to the Lease or other Lease Documents applicable to such Lessee; or

	8.3.3		to assess or keep under review any of such matters.

	Execution of this Agreement by the Purchasers shall constitute the agreement of and confirmation by the Purchasers of such Aircraft that it has completed its due diligence in relation to the Lease Documents that have been provided to the relevant Purchaser prior to the date of this Agreement in respect of such Aircraft and that it is satisfied in all respects with the Lease Documents in respect of such Aircraft.

MANUFACTURER’S WARRANTIES

9.1.1

The Seller of each Aircraft shall, on the Delivery Date in respect of such Aircraft, assign to the relevant Purchaser, without recourse and subject to any rights of the relevant Lessee, all such Seller’s rights, title and interest (to the extent that such assignment is permitted by the terms thereof) in:

	(a)		all agreements between such Seller and the Manufacturer relating to warranties with respect to such Aircraft (by way of the Assignment of Warranties); and

	(b)		all agreements between such Seller and the Engine Manufacturer relating to warranties with respect to relevant Engines applicable to such Aircraft (by way of the Engine Warranty Assignment).

9.1.2

The Seller of each Aircraft hereby assigns to the Purchaser of such Aircraft, with effect from Delivery in respect of such Aircraft, all of such Seller’s rights, title and interest (to the extent that such assignment is permitted by the terms thereof, and subject to the interests of the relevant Lessee) all agreements between such Seller and the manufacturer of any equipment not manufactured by the Manufacturer or the Engine Manufacturer and installed on such Aircraft on the applicable Delivery Date (if any) relating to warranties with respect to such Aircraft. After any Delivery Date, a Seller will provide the relevant Purchaser with assistance and cooperation reasonably requested by such Purchaser in connection with obtaining the benefit of any such warranties assigned by such Seller hereunder.

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9.1.3

The Seller of each Aircraft agrees to give notice to, and obtain the consent of, the Manufacturer and the Engine Manufacturer with respect to such assignment at or before Delivery in respect of such Aircraft. After Delivery in respect of such Aircraft, the relevant Purchaser shall pursue any warranty claims at its own expense.

10.		REGISTRATION FEES

		The relevant Seller shall bear, and hold harmless the relevant Purchaser from, any duties or fees payable to the Air Authority in connection with the transfer of title to any Aircraft from such Seller to such Purchaser or any Purchaser Nominee which is the owner of such Aircraft.

11.		*[]**

11.1		*[]**


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

- 13 -

11.2

[*]


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

- 14 -

11.3

Liability Insurance

	11.3.1		Each Purchaser shall ensure that for the period of two years from the relevant Delivery Date in respect of each Aircraft, the relevant Lessee shall be required to maintain insurances under the terms of the relevant Novated Lease in accordance with the requirements of the Lease Novation.

	11.3.2		Each Purchaser shall ensure that the Lessee in respect of each Aircraft is required under the terms of the relevant Novated Lease to provide the relevant Seller with a copy of any renewal or replacement certificate in accordance with Clause 0 whilst such insurance coverage remains in force.

12.		FURTHER PROVISIONS

12.1		Benefit of Agreement

		No party shall assign or transfer all or any of its rights and/or obligations under this Agreement without the prior written consent of the relevant Seller (in the case of any assignment or transfer by any Purchaser) or the relevant Purchaser (in the case of any assignment or transfer by any Seller) provided that a Purchaser may assign its rights under this Agreement to its financiers pursuant to any financing of the relevant Aircraft to be purchased by it with the consent of the relevant Seller (such consent not to be unreasonably withheld where (i) the relevant Seller is satisfied that it shall not incur, or it is indemnified to its satisfaction against, any costs in relation to such assignment and (ii) the relevant Seller has completed any necessary know your customer checks and due diligence in relation to any assignee and is satisfied in its absolute discretion with the result of such checks and due diligence).

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12.2		Counterparts

		This Agreement may be executed in any number of separate counterparts and each counterpart shall when executed and delivered be an original document but all counterparts shall together constitute one and the same instrument

12.3		Waivers and Variation

		Rights of a party, arising under this Agreement or the general law, shall not be waived or varied unless done so expressly in writing and only then in that specific case, on that specific occasion and on any terms specified.

12.4		Third Party Rights

		A Person who is not a party to this Agreement has no direct right under the Contract (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement nor to object or be consulted about any amendments to this Agreement.

12.5		Notices

		Any notice in connection with this Agreement shall be given in writing and in English. A notice shall be delivered personally or by post, email or facsimile as detailed below (or as otherwise notified by the receiving party from time to time). A notice shall be deemed received — if posted, three (3) days after it is mailed; if sent by hand or courier, when it is delivered; if faxed, when the fax is sent and on confirmation by the recipient of actual receipt; and, if by email, when received into the ‘In Box’ of the recipient and a “delivery receipt” generated


		to any Seller at:

		GE Capital Aviation Services Limited
		Aviation House
		Shannon
		County Clare
		Ireland

		Fax: +353 61 706 867
		Email: [*]
		Attention: Contracts Leader

		to any Purchaser at:

		Air Lease Corporation
		2000 Avenue of the Stars
		Suite 600N
		Los Angeles
		California CA 90067
		United States of America

		Fax: +1 310 553 0999 Email: [*]
		Attention: Legal Department


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

- 16 -

12.6		Invalidity of any Provision

		If any part of this Agreement becomes invalid, illegal or unenforceable under any applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected.

12.7		Entire Agreement

		This Agreement constitutes the entire agreement between the parties hereto in relation to the sale and purchase of each Aircraft and supersedes all previous proposals, representations, agreements and other written and oral communications in relation thereto.

12.8		Costs and Expenses

		Except where this Agreement states differently, each party shall bear its own fees, costs and expenses arising out of or connected with this Agreement provided that the relevant Seller shall pay (i) the relevant Lessee’s costs and expenses incurred in connection with the relevant Lease Novation and (ii) any costs incurred in connection with ferrying the relevant Aircraft to an appropriate Delivery Location subject to the relevant Purchaser reimbursing the relevant Seller for [*]% of such costs referred to in subparagraphs (i) and (ii) of this Clause 12.8.

12.9		Further Assurances

		Each party agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other instruments as may be required by law or reasonably requested by the other party to establish, maintain and protect the rights and remedies of the parties and to carry out and effect the intent and purpose of this Agreement (including such further acts as may be required to register the interests, to the extent permitted by law, of the Purchaser of any Aircraft (or any Purchaser Nominee who is the owner or lessor of such Aircraft) in the applicable aircraft register or if applicable, any other register, maintained by the applicable Air Authority).

12.10		Cape Town Convention

		Each Purchaser agrees that it will not, and it will procure that no financier of any Purchaser will, file an interest at the International Registry in relation to any Aircraft until the actual Delivery Date for such Aircraft; provided that the parties will cooperate in good faith regarding the filing of prospective interest if and to the extent that same are required by any Purchaser’s potential financiers.

12.11		Rights Cumulative, Waivers; Third Party Financiers

		The rights of each of the parties under this Agreement are cumulative, may be exercised as often as each party considers appropriate and are in addition to its rights under general law. The rights of each of the parties (whether arising under this Agreement or the general law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing; and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right; any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right; and no act or course of conduct or negotiation on the part of any party or on its behalf shall in any way preclude it from exercising any such right


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

- 17 -

		or constitute a suspension or any variation of any such right. If a Purchaser elects to finance its acquisition of an Aircraft, the relevant Seller and the Purchaser shall mutually cooperate and make good faith reasonable efforts (including requesting the assistance of the relevant Lessee) to protect at the Purchaser’s cost the interest of Purchaser’s lenders in the Aircraft and the Leases, provided that such cooperation and good faith efforts shall not extend to changing any commercial terms of the Lease.

12.12		Survival

		All indemnities, representations and warranties of any Seller and any Purchaser shall survive, and remain in full force and effect, notwithstanding the expiration or other termination of this Agreement.

12.13		Confidentiality

		Each Purchaser and each Seller shall, and shall procure that their respective officers, employees and agents shall, keep confidential and shall not for a period of [*] years from the date of this Agreement, without the prior written consent of the other parties, disclose to any third party, the economic terms of this Agreement or any documents or materials supplied by or on behalf of another party in connection with this Agreement containing such economic terms, save that any such party shall be entitled to make such disclosure:

	12.13.1		if required to do so by an order of a court of competent jurisdiction whether in pursuance of any procedure for discovering documents or otherwise or pursuant to any law;

	12.13.2		if required so to do, to any fiscal, monetary, tax, regulatory, governmental or other competent authority or in connection with any filings that may be required in any relevant jurisdiction; or

	12.13.3		to its auditors or tax or legal advisors or other professional advisers;

	12.13.4		in the case of the Seller, to the Lessee (other than in relation to the Base Purchase Price, Net Purchase Amount and any provision of the Sale Documents relating to the price paid by the Purchaser to purchase the Aircraft) and to any of the Seller’s affiliates;

	12.13.5		in the case of the Purchaser, to its directors and investors and to its financiers to the extent necessary in connection with any financing of the Aircraft provided that in each case on the condition that such third parties treat the information on a confidential basis.

13.		LAW AND JURISDICTION

13.1		Governing Law

		This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of England. The U.N. Convention on Contracts for the International Sales of Goods is not applicable to this Agreement.


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

- 18 -

13.2		Dispute Resolution

		The courts of England are to have jurisdiction to settle any disputes arising out of or relating to this Agreement (including in relation to non-contractual obligations arising in connection with this Agreement or regarding the existence, validity or termination of this Agreement or the consequences of its nullity) and the parties submit themselves and their assets to the non-exclusive jurisdiction of those courts in relation to such disputes. A judgment or order of those courts in connection with this Agreement is conclusive and binding and may be enforced in the courts of any other jurisdiction. No party will seek or be entitled to contest and/or delay and/or obstruct registration or enforcement of such judgment and/or order.

13.3		Process

		Without prejudice to any other mode of service, each party consents to the service of process relating to any proceedings under Clause 13.2 (Dispute Resolution) at its address as applicable under Clause 12.5 (Notices) provided a copy of the process is also sent by fax to the fax number there specified. Further if a dispute arises, each of the relevant Seller and the relevant Purchaser undertakes to appoint an agent at an address in England to accept service of proceedings issued by any party under this Clause 13.3 (Process) within five (5) Business Days of being requested in writing by such party to make such appointment.

13.4		Waivers

		Each Purchaser and each Seller:

	13.4.1		waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to in Clause 13.2 (Dispute Resolution) on grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement; and

	13.4.2		agrees that a judgment or order of any court referred to in Clause 13.2 (Dispute Resolution) in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

13.5		No Immunity

		Each Seller and each Purchaser irrevocably and unconditionally:

	13.5.1		agrees that if any other party brings legal proceeding against it or its assets in relation to this Agreement, no immunity from such legal proceedings (which will be deemed to include without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets;

	13.5.2		waives any such right of immunity which it or its assets now has or may in the future acquire; and

	13.5.3		consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with such proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order of judgment which may be made or given in such proceedings.

- 19 -

14.		BROKERS AND OTHER THIRD PARTIES

14.1		No Brokers

		Each party represents and warrants to the other parties that it has not paid, agreed to pay or caused to be paid directly or indirectly in any form, any commission, percentage, contingent fee, brokerage or other similar payments of any kind, in connection with the establishment or operation of this Agreement, to any Person (other than fees payable by each party to its legal advisers, tax advisers or other professional consultants).

14.2		Indemnity

		Each party agrees to indemnify and hold the other parties harmless from and against any and all claims, suits, damages, costs and expenses (including, but not limited to reasonable attorneys’ fees) asserted by any agent, broker or other third party for any commission or compensation of any nature whatsoever based upon this Agreement or any Transaction Documents or any Aircraft, if such claim, suit, damage, cost or expense arises out of any breach by the indemnifying party, its employees or agents of Clause 14.1 (No Brokers).

IN WITNESS whereof this Agreement has been signed on the day and year first above written.

The Sellers

CELESTIAL AVIATION TRADING 62 LIMITED


By:		/s/ Declan Hartnett

Title:		Director

Signed at:		Shannon Ireland

CELESTIAL AVIATION TRADING 63 LIMITED


By:		/s/ Declan Hartnett

Title:		Director

Signed at:		Shannon Ireland

CELESTIAL AVIATION TRADING 7 LIMITED


By:		/s/ Declan Hartnett

Title:		Director

Signed at:		Shannon Ireland

- 20 -

CELESTIAL AVIATION TRADING 24 LIMITED


By:		/s/ Declan Hartnett

Title:		Director

Signed at:		Shannon Ireland

CELESTIAL AVIATION TRADING 27 LIMITED


By:		/s/ Declan Hartnett

Title:		Director

Signed at:		Shannon Ireland

The Purchasers

ALC B378 34253, LLC

By: Air Lease Corporation, its manager


By:		/s/ John L. Plueger

Title:		President & COO

ALC B378 34254, LLC

By: ALC Warehouse Borrower, LLC

By: Air Lease Corporation, its manager


By:		/s/ John L. Plueger

Title:		President & COO

- 21 -

ALC B378 35228, LLC

By: ALC Warehouse Borrower, LLC

By: Air Lease Corporation, its manager


By:		/s/ John L. Plueger

Title:		President & COO

ALC B378 36529, LLC

By: ALC Warehouse Borrower, LLC

By: Air Lease Corporation, its manager


By:		/s/ John L. Plueger

Title:		President & COO

ALC B773 35254, LLC

By: ALC Warehouse Borrower, LLC

By: Air Lease Corporation, its manager


By:		/s/ John L. Plueger

Title:		President & COO

Air Lease Corporation


By:		/s/ John L. Plueger

Title:		President & COO

- 22 -

SCHEDULE 1
Sellers and Related Aircraft

Lease

Supplemental

Lease

Security

Rent Balance

Base

Security

Deposit

As at

Purchase

Cash

(Letter of

September 30

Aircraft

Engine

Price

Deposit

Credit)

2010

No.

Seller

Purchaser

Type

MSN

Type

MSNs

($)

Lessee

Celestial Aviation Trading 62 Limited

ALC B378 34253, LLC

B737-800

34253

CFM56-7B26

893698
892700

[*]

Celestial Aviation Trading 63 Limited

ALC B378 34254, LLC

B737-800

34254

CFM56-7B26

893766
893760

[*]

Celestial Aviation Trading 7 Limited

AirLease Corporation or its Purchaser Nominee

B737-800

35228

CFM56-7B26/3

896529
896530

[*]

Celestial Aviation Trading 24 Limited

ALC B378 36529, LLC

B737-800

36529

CFM56-7B26/3

896413
896414

[*]

Celestial Aviation Trading 27 Limited

ALC B773 35254 LLC

B777-300ER

35254

GE90-115B

906296
906297

[*]


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

- 23 -

Aircraft to be subject to separate sale and purchase agreement

Celestial Aviation Trading 71 Limited

ALC B378 35217, LLC

B737-800

35217

CFM56-7B26/3

894111
894112

[*]


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

- 24 -

SCHEDULE 2

LEASE DOCUMENTS

Aircraft No.1

[*]

	1.		Aircraft Specific Lease Agreement dated 12 April 2005 between Celestial Aviation Trading 62 Limited as lessor and [*] as lessee.

	2.		Amendment to the Aircraft Specific Lease Agreement dated 7 November 2005 between Celestial Aviation Trading 62 Limited as lessor and [*] as lessee.

	3.		Aircraft Warranty and Customer Support Assignment Agreement dated February 10 2006 between Celestial Aviation Trading 62 Limited as assignor, and [] as assignee and includes an Acknowledgement addressed to Celestial Aviation Trading 62 Limited and [] from The Boeing Company.

	4.		Assignment of Engine Warranties dated February 10 2006 between the Celestial Aviation Trading 62 Limited as assignee, [*] as operator and GECC as assignor along with Notice addressed to General Electric Aircraft Engines from GECC.

	5.		Certificate of Acceptance dated 10 February 2006 between Celestial Aviation Trading 62 Limited as lessor and [*] as lessee.

	6.		Notice of Exercise of Extension Option from Celestial Aviation Trading 62 Limited dated 4 December 2009.

	7.		Common Terms Agreement dated 12 April 2005 between GECAS and [*].

	8.		Common Terms Agreement Amendment dated 29 June 2006 between GECAS and [*].

Aircraft No.2

[*]

	1.		Aircraft Specific Lease Agreement dated 1 April, 2005 between Celestial Aviation Trading 63 Limited as lessor, [] as lessee and [] as consenting party.

	2.		Amendment No.1 to Aircraft Specific Lease Agreements dated 18 October 2005 between Celestial Aviation Trading 63 Limited as lessor and [*] as lessee.

	3.		Aircraft Warranty and Customer Support Assignment Agreement dated March 21, 2006 between Celestial Aviation Trading 63 Limited and [] along with Acknowledgement addressed to Celestial Aviation Trading 63 Limited and [] from The Boeing Company.

	4.		Assignment of Engine Warranties dated March 21, 2006 between GECC, Celestial Aviation Trading 63 Limited and [*] as operator along with Notice to General Electric Aircraft Engines from GECC.


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

- 25 -

	5.		Certificate of Acceptance dated March 21, 2006 between Celestial Aviation Trading 63 Limited as the lessor, [] as the lessee and [] as consenting party.

	6.		Common Terms Agreement dated 21 January 2004 between [], Aviation Financial Services, Inc. and [].

	7.		Novation and Amendment Agreement dated 30 July 2010 between [] as assignor, [] as assignee, Celestial Aviation Trading 63 Limited as lessor and [*] as consenting party.

Aircraft No.3

[*]

	1.		Aircraft Specific Lease Agreement dated 3 July 2006 between [*] as lessee and GECAS Aircraft Leasing Norway AS as lessor.

	2.		Aircraft Warranty and Customer Support Assignment Agreement dated June 4 2008 between Celestial Aviation Trading 7 Limited as assignor, GECAS Aircraft Leasing Norway AS as assignee and [] as operator together with the Consent and Agreement from The Boeing Company addressed to Celestial Aviation Trading 7 Limited, GECAS Aircraft Leasing Norway AS and [].

	3.		Amendment to the Aircraft Specific Lease Agreement dated 14 September 2007 between GECAS Aircraft Leasing Norway AS as lessor and [*] as lessee.

	4.		Assignment of Engine Warranties dated 4 June 2008 between GECC, [*], GECAS Aircraft Leasing Norway AS and Celestial Aviation Trading 7 Limited.

	5.		Certificate of Acceptance dated 4 June 2008 between GECAS Aircraft Leasing Norway AS as lessor and [*] as lessee.

	6.		Head Lease Agreement dated 28 May 2008 between Celestial Aviation Trading 7 Limited as lessor and GECAS Aircraft Leasing Norway AS as lessee.

	7.		Conditional Sale Agreement dated 4 June 2008 between Celestial Aviation Trading 7 Limited as buyer and SC Air 737Q Co., Ltd. as seller.

	8.		Participation Agreement dated 4 June 2008 between Celestial Aviation Trading 7 Limited as vendor, SC Air 737Q Co., Ltd. as purchaser, GECAS Aircraft Leasing Norway AS as lessor and [*] as Lessee.

	9.		Acceptance Certificate dated 4 June 2008 between SC Air 737Q Co., Ltd. and GECAS Aircraft Leasing Norway AS.

Aircraft No.4

[*]

	1.		Aircraft Specific Lease Agreement dated 19 March 2007 between Celestial Aviation Trading 24 Limited as lessor and the [*] as lessee.

	2.		Amendment to the Aircraft Specific Lease Agreement dated 7 April 2008 between Celestial Aviation Trading 24 Limited as lessor and [*] as lessee.


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

- 26 -

	3.		Certificate of Acceptance dated 8 April 2008 between [*] as lessee and Celestial Aviation Trading 24 Limited as lessor.

	4.		Common Terms Agreement dated 19 March 2007 between Celestial Aviation Trading 24 Limited and [*].

	5.		Engine Warranties Letter dated 1 April 2007 from [*] and GECC to CFM International S.A.

Aircraft No.5

[*]

	1.		Aircraft Specific Lease Agreement dated March 11, 2009 between Celestial Aviation Trading 27 Limited as lessor and [*] as lessee.

	2.		Lease Supplement No.1 dated March 12, 2009 between Celestial Aviation Trading 27 Limited as lessor and [*] as lessee.

	3.		Consent to Assignment of Engine Warranty dated March 12, 2009 signed by Manufacturer.

	4.		Engine Warranty Assignment dated March 12, 2009 between [*] as assignor and Celestial Aviation Trading 27 Limited as assignee together with the Consent of General Electric Company.

	5.		Certificates of Technical Acceptance dated March 11, 2009 between Celestial Aviation Trading 27 Limited as lessor and [*] as lessee.

	6.		Amended and Restated Common Terms Agreement dated October 15 2006 between GECAS and [*].

Lease Documents for Aircraft to be subject to separate sale and purchase agreement:

[*]

	1.		Aircraft Specific Lease Agreement dated 20 July 2005 between [*] as the lessee and Celestial Aviation Trading 72 Limited as the lessor.

	2.		Aircraft Specific Lease Novation Agreement dated 20 July 2005 between Celestial Aviation Trading 71 Limited as the new lessor, [*] as lessee and Celestial Aviation Trading 72 Limited as existing lessor.

	3.		Amendment Agreement to the Specific Lease Agreement dated 21 February 2006 between Celestial Aviation Trading 71 Limited as lessor and [*] as lessee.

	4.		Rectification and Amendment Letter to the Aircraft Specific Lease Agreement, dated 8 November 2005 between GECAS, Celestial Aviation Trading 72 Limited and the [*].

	5.		Aircraft Warranty and Customer Support Assignment Agreement dated August 22 2007 between Celestial Aviation Trading 71 Limited and []. Together with the Consent and Agreement from The Boeing Company addressed to Celestial Aviation Trading 71 Limited and [].


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

- 27 -

	6.		Assignment of Engine Warranties dated August 22 2007 between Celestial Aviation Trading 71 Limited, [*] and GECC as assignor along with Notice addressed to General Electric Aircraft Engines from GECC.

	7.		Common Terms Agreement dated 20 July 2005 between GECAS and [*].


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

- 28 -

SCHEDULE 3
Definitions

“Acceptance Certificate” means, for any Aircraft, a certificate of technical acceptance in respect of such Aircraft substantially in the form of Schedule 7;

“Air Authority” means, for any Aircraft, the civil aviation authority of the State of Registration;

“Aircraft” means any each or all, as the context may require, of the aircraft described in Schedule 1 and listed as Aircraft No. 1, Aircraft No. 2, Aircraft No. 3, Aircraft No. 4 and Aircraft No.5 (which term includes, where the context admits, a separate reference to all relevant Engines, Parts and Aircraft Documents);

“Aircraft Documents” means, for any Aircraft, the documents, data and records identified or referred to in or attached to the original acceptance certificate signed by the relevant Lessee and all additions, renewals and replacements made from time to time thereto prior to Delivery in respect of the relevant Aircraft, to the extent that Seller of such Aircraft has acquired title thereto as at the Effective Time;

“Aircraft Specific Lease Agreement” or “Aircraft Lease Agreement” means, for any Aircraft, the Aircraft Specific Lease Agreement or Aircraft Lease Agreement, as the case may be, as specified in relation to such Aircraft in Schedule 2;

“Assignment of Warranties” means, for any Aircraft, an assignment of warranties in respect of such Aircraft to be agreed between the relevant Seller and the relevant Purchaser prior to Delivery in respect of such Aircraft;

“Base Purchase Price”, for any Aircraft, is defined in Clause 5.1;

“Bill of Sale” means, for any Aircraft, a bill of sale in respect of such Aircraft duly executed by the relevant Seller in respect of such Aircraft and substantially in the form of Schedule 6;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for business in London, Dublin and New York;

“Cape Town Convention” means the Convention on International Interests in Mobile Equipment and its Protocol on Matters Specific to Aircraft Equipment, concluded in Cape Town on 16 November 2001;

“Common Terms Agreement” means, for any Aircraft, the Aircraft Lease Common Terms Agreement as specified in relation to such Aircraft in Schedule 2;

“Delivery” means, for any Aircraft, the transfer of title to such Aircraft by the relevant Seller to the relevant Purchaser hereunder as provided in Clause 7.1 (Delivery);

“Delivery Date” means, for any Aircraft, the date, being a Business Day, on which Delivery in respect of such Aircraft occurs;

“Delivery Location”, for any Aircraft, is defined in Clause 7.3;

“Deposit” means, for any Aircraft, the deposit amount specified opposite such Aircraft in Schedule 1;

“Effective Time” means, for any Aircraft, the time when each of the parties thereto has executed and delivered the applicable Effective Time Notice;

“Effective Time Notice” has, for any Aircraft, the meaning provided in the applicable Lease Novation;

- 29 -

“Engine Manufacturer” means CFM International S.A. in respect of Aircraft No.1, Aircraft No.2, Aircraft No. 3, Aircraft No.4 and the Other Aircraft and means General Electric in respect of Aircraft No. 5;

“Engine Warranty Assignment” means, for any Aircraft, an assignment of warranties in respect of the Engines applicable to such Aircraft to be agreed between the relevant Seller and the relevant Purchaser prior to Delivery in respect of such Aircraft;

“Engines” means, for any Aircraft, the engines specified opposite such Aircraft in Schedule 1 together with all equipment and accessories belonging to, installed in, or appurtenant to, such engines;

“Event of Default” has the meaning, for any Aircraft, given to it in the relevant Lease applicable to such Aircraft;

“Event of Loss” has the meaning, for any Aircraft, given to it in the relevant Lease applicable to such Aircraft;

“Expected Delivery Location” means, for any Aircraft, such location to be agreed between the relevant Seller and the relevant Purchaser prior to the Delivery Date in respect of such Aircraft;

“Final Delivery Date” means [*], provided that in the event a Delivery of an Aircraft has not occurred by the Final Delivery Date as a consequence of circumstances outside the control of either of the parties to this Agreement, including a failure to obtain the cooperation of a Lessee to the transactions contemplated by this Agreement or the location of the Aircraft does not meet the requirements of this Agreement, the Final Delivery Date shall automatically be extended until such circumstances are no longer an obstacle to the Delivery, provided further that in no event shall the Final Delivery Date extend beyond [*];

or, for any Aircraft, such other date as the Seller of such Aircraft and the Purchaser of such Aircraft may agree;

“Government Entity” means:

(a)

any national government, political subdivision thereof, or local jurisdiction therein;

(b)

any instrumentality, board, commission, court, or agency of any of the above, however constituted; and

(c)

any association, organisation or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a participant;

“International Registry” means the registry established pursuant to the Cape Town Convention;

“Invoice” means, for any Aircraft, an invoice in respect of the sale of such Aircraft substantially in the form of Schedule 8;

“Law” includes (a) any statute, decree, constitution, regulation, order, judgment or other directive of any Government Entity; (b) any treaty, pact, compact or other agreement to which any Government Entity is a signatory or party; (c) any judicial or administrative interpretation or application of any Law described in (a) or (b) above; and (d) any amendment or revision of any Law described in (a), (b) or (c) above;


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

- 30 -

“Lease” means, for any Aircraft, the Aircraft Specific Lease Agreement or Aircraft Lease Agreement as the case may be in respect of such Aircraft between the Seller or Lessor of such Aircraft and the relevant Lessee, incorporating, in respect of such Aircraft, the provisions of the Common Terms Agreement for such Aircraft, in each case as amended from time to time prior to the Effective Time;

“Lease Damage Notification Threshold” has the meaning, for any Aircraft, given to the term “Damage Notification Threshold” in the relevant Lease applicable to such Aircraft;

“Lease Documents” means the documents listed as such in Schedule 2 in relation to any Aircraft;

“Lease Novation” means a novation agreement in respect of the relevant Lease applicable to the relevant Aircraft between the Seller of such Aircraft, the New Lessor in respect of such Aircraft and relevant Lessee;

“Lease Security Deposit” means in respect of each Aircraft the amount specified in Schedule 1 opposite such Aircraft in the form of cash or a letter of credit held (or to be held) by the Seller of such Aircraft in respect of the security deposit paid by the relevant Lessee under the relevant Lease:

“Lessee” means, for any Aircraft, the person specified as the lessee of such Aircraft opposite such Aircraft in Schedule 1;

“Lessor” means, for any Aircraft, the person (if not the relevant Seller) named as the “lessor” in the Lease relating to such Aircraft immediately prior to its novation pursuant to the relevant Lease Novation;

“Lex Situs Opinion” means, for any Aircraft, an opinion of counsel acceptable to each of the relevant Purchaser and the relevant Seller in respect of such Aircraft in the jurisdiction in which such Aircraft is located at Delivery in respect of such Aircraft, in form and substance satisfactory to both such Purchaser and such Seller;

“LIBOR” means the London Interbank Offer Rate in respect of Dollar borrowings for a [*] month period as shown on the Bloomberg BBAM1 page on the date that interest starts to accrue on the Deposit pursuant to Clause 5.22.

“Losses” means losses, liabilities, claims, proceedings, penalties, judgments, damages, costs and expenses;

“Manufacturer” means The Boeing Company;

“Net Purchase Price”, for any Aircraft, is defined in Clause 5.4;

“New Lessor” means for any Aircraft, the person (if not the relevant Purchaser) named as the “new lessor” in the Lease relating to such Aircraft immediately after its novation pursuant to the relevant Lease Novation;

“Novated Lease” means, for any Aircraft, the Lease in respect of such Aircraft as novated and amended by the applicable Lease Novation;

“Other Agreement” means any sale agreement, or related agreement, entered into between Celestial Aviation Trading 71 Limited seller and ALC B378 35217 LLC as purchaser in relation to the Other Aircraft;


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

- 31 -

“Other Aircraft” means the B737-800 aircraft with manufacturer’s serial number 35217 which is leased to [*];

“Parent Purchaser” means Air Lease Corporation, a corporation established in the State of Delaware of 2000 Avenue of the Stars, Suite 600N, Los Angeles, CA90067, United States of America;

“Part” means, for any Aircraft, whether or not installed on such Aircraft, any component, furnishing or equipment (other than a complete Engine) furnished with such Aircraft on the applicable Delivery Date;

“Permitted Liens” means any Security Interest created by or resulting from debts or liabilities or actions of any Purchaser, any Purchaser Nominee or any New Lessor; and the rights conferred by the Lease Documents in respect of such Aircraft and Security Interests which the relevant Lessee is permitted under the Lease in respect of such Aircraft to allow to subsist (but excluding any Security Interest created by or attributable to debts or liabilities of any Seller or any of its subsidiaries or affiliates);

“Person” means any individual person, corporation, partnership, firm, joint stock company, joint venture, trust, estate, unincorporated organisation, association, Government Entity, or organisation or association of which any of the above is a member or a participant;

“Purchase Price”, for any Aircraft, is defined in Clause 5.3;

“Purchaser Conditions Precedent” means, for any Aircraft, the conditions set out in Part B of Schedule 4;

“Purchaser Nominee” means any wholly owned subsidiary of the Parent Purchaser or such other person that complies with the relevant Seller’s and GE Capital Aviation Services Limited’s know your customer checks and due diligence;

“Rent”, for any Aircraft, has the meaning given to it in the relevant Lease;

“Rent Date” for any Aircraft, has the meaning given to it in the relevant Lease;

“Scheduled Closing Date” means for each Aircraft, the date which is the soonest practicable date following execution of the Lease Novation for such Aircraft on which the sale of the Aircraft may be accomplished in accordance with such Lease Novation and this Agreement;

“Security Interest” means any security interest, mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation, right of set-off or any other agreement or arrangement having the effect of conferring security;

“Seller Conditions Precedent” means, for any Aircraft, the conditions specified in Part A of Schedule 4;

“State of Design” has the meaning given to it in the relevant Lease;

“State of Registration” means for:

(a)

Aircraft No. 1 [*];

(b)

Aircraft No. 2 [*];


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

- 32 -

(c)

Aircraft No. 3 [*];

(d)

Aircraft No. 4 [*]; and

(e)

Aircraft No. 5 [*].

“State of Registration Opinion” means a legal opinion from lawyers in the State of Registration in form and substance satisfactory to the relevant Seller and the relevant Purchaser;

“Supplemental Rent” in respect of any Aircraft, has the meaning ascribed to it in the relevant Lease, including, if relevant, amounts held by the lessor under such Lease as “Maintenance Reserves” or the like in respect of maintenance of the airframe, engines, landing gear and other parts and components of the relevant Aircraft;

“Taxes” means any and all present and future taxes, duties, withholdings, levies, assessments, imposts, fees and other governmental charges of all kinds (including without limitation any sale or transfer tax, any VAT or similar tax and any stamp, documentary, registration or similar tax), together with any penalties, fines, surcharges and interest thereon and any additions thereto;

“Transaction Documents” means, for any Aircraft, this Agreement, the applicable Lease Novation, the applicable Bill of Sale, the applicable Acceptance Certificate, the applicable Assignment of Warranties, the applicable Engine Warranty Assignment and any agreement amending or supplementing any of the foregoing documents and any agreement or document agreed by the relevant Seller and the relevant Purchaser as being a Transaction Document;

“US$” and “Dollars” means the lawful currency of the United States of America, and (in relation to all payments in dollars to be made under this Agreement) same day funds; and

“VAT” means value added tax and any goods and services, sales, consumption or turnover tax, imposition or levy of a like nature.


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

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SCHEDULE 4
Conditions Precedent

PART A
Seller Conditions Precedent

Seller shall have received each of the following documents and evidence in respect of the relevant Aircraft on or prior to the Delivery Date of such Aircraft:

	(a)		a certified copy of the certificate of incorporation and the up-to-date memorandum and articles of association of the relevant Purchaser and the resolutions of the board of directors and power of attorney from such Purchaser in relation to the execution of this Agreement and the other Transaction Documents relating to such Aircraft;

	(b)		the Acceptance Certificate relating to such Aircraft duly executed by the relevant Purchaser;

	(c)		copies of each Transaction Document relating to such Aircraft (other than the relevant Bill of Sale and Effective Time Notice) duly executed by the parties thereto (other than the relevant Seller);

	(d)		if the relevant Aircraft is not delivered in the Expected Delivery Location or international airspace, the Lex Situs Opinion (the cost of which is to be split equally between the relevant Purchaser and Seller) duly signed by counsel providing the same;

	(e)		all conditions precedent specified in the Lease Novation relating to such Aircraft, including without limitation a revised insurance certificate, (other than those conditions precedent expressed to be solely for the benefit of the relevant New Lessor) have been fulfilled or waived to the satisfaction of the relevant Seller;

	(f)		an opinion from tax advisers to the relevant Seller, at no cost to the relevant Purchaser, confirming the absence of any Taxes in the jurisdiction in which the relevant Aircraft is delivered arising as a result of such transfer; and

	(g)		an opinion of in-house counsel to the Parent Purchaser regarding due execution of the Transaction Documents relating to such Aircraft by the relevant Purchaser.

2.		The relevant Seller shall have received the Purchase Price in respect of the relevant Aircraft in accordance with the provisions of this Agreement.

3.		The relevant Seller shall be satisfied that the Delivery Location, and the arrangements described in Clause 7 (Delivery), do not give rise to any Taxes, other than Taxes which the relevant Seller or Purchaser shall have agreed in writing to bear.

4.		The representations given by the relevant Purchaser in the Transaction Documents relating to the relevant Aircraft being true and accurate on the relevant Delivery Date.

5.		The relevant Purchaser not being in default of its obligations under this Agreement or any Other Agreement.

6.		No change having occurred after the date of this Agreement in any applicable Law which would make it illegal for the relevant Seller to perform any of its obligations under any Transaction Documents relating to the relevant Aircraft to which it is a party (and any other

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documents or agreements to be entered into pursuant thereto); provided that if any such change has occurred the parties shall use all reasonable co-operative endeavours to restructure the transaction contemplated by such documents so as to avoid the aforementioned illegality.

PART B
Purchaser Conditions Precedent

Purchaser shall have received each of the following documents and evidence in respect of the relevant Aircraft on or prior to the Delivery Date of such Aircraft:

	(a)		a certified copy of the certificate of incorporation and up-to-date memorandum and articles of association of the relevant Seller and the resolutions of the board of directors and power of attorney from such Seller in relation to the execution of this Agreement and the other Transaction Documents relating to such Aircraft;

	(b)		signed originals (or, where signed originals are not in the relevant Seller’s possession, certified true copies) of each of the Lease Documents (including any chattel paper originals) relating to such Aircraft (provided that each original Common Terms Agreement shall be retained by the relevant Seller) and a certified true copy of the relevant Common Terms Agreement;

	(c)		copies of each Transaction Document relating to such Aircraft (other than the relevant Bill of Sale, the Effective Time Notice and the Acceptance Certificate) duly executed by the parties thereto (other than the relevant Purchaser);

	(d)		if the relevant Aircraft is not delivered in the Expected Delivery Location or international airspace, the Lex Situs Opinion (the cost of which is to be split equally between the relevant Purchaser and Seller) duly signed by counsel providing the same;

	(e)		an opinion from tax advisers to the relevant Purchaser, at no cost to the relevant Seller, confirming the absence of any Taxes in the jurisdiction in which the relevant Aircraft is delivered arising as a result of such transfer;

	(f)		all conditions precedent specified in the Lease Novation relating to such Aircraft (other than those conditions precedent expressed to be solely for the benefit of the relevant Seller) have been fulfilled or waived to the satisfaction of the relevant New Lessor;

	(g)		a priority search certificate at or immediately prior to Delivery in respect of such Aircraft showing no existing International Interest which is superior in priority to the relevant Seller’s ownership of such Aircraft;

	(h)		an opinion of Irish counsel to the relevant Seller, at no cost to the relevant Purchaser, regarding due execution of the Transaction Documents relating to such Aircraft by the relevant Seller; and

	(i)		originals of each bill of sale in the relevant Seller’s possession in respect of such Aircraft which has been executed and delivered in respect of previous title transfers of such Aircraft since it was delivered by the relevant Manufacturer.

The relevant Purchaser shall be satisfied that the Delivery Location, and the arrangements described in Clause 7 (Delivery), do not give rise to any Taxes, other than any Taxes which the relevant Seller or Purchaser shall have agreed in writing to bear.

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3.		Neither the relevant Aircraft nor any Engine relating to such Aircraft shall have suffered an Event of Loss.

4.		The representations given by the relevant Seller in the Transaction Documents relating to the relevant Aircraft being true and accurate on the Delivery Date.

5.		The relevant Seller not being in default of its obligations under this Agreement or any other Transaction Document or any Lease Document, in each case relating to the relevant Aircraft.

6.		No change having occurred after the date of this Agreement in any applicable Law which would make it illegal for the relevant Purchaser to perform any of its obligations under any Transaction Documents relating to such Aircraft to which it is a party (and any other documents or agreements to be entered into pursuant thereto); provided that if any such change has occurred the parties shall use all reasonable co-operative endeavours to restructure the transaction contemplated by such documents so as to avoid the aforementioned illegality.

7.		No Event of Default shall have occurred and be continuing under the Lease Documents relating to the relevant Aircraft nor shall relevant Lessee be in default with respect to any of its obligations to make scheduled payments to the relevant Seller under the relevant Lease.

8.		The relevant Purchaser shall have inspected the Aircraft (including the Aircraft Documents) to its satisfaction in accordance with Clause 8.2 and the relevant Aircraft shall, on the Delivery Date, not have suffered any damage above the Dollar thresholds specified in Clause 3.5 unless the damage has been rectified to the reasonable satisfaction of the relevant Purchaser as provided for in Clause 3.5.2.

9.		The relevant Aircraft and the relevant Lease shall be free of any Security Interests other than the Novated Lease and the Permitted Liens.

10.		The relevant Purchaser shall have received written confirmation from the relevant Seller that there are no outstanding invoices that such Seller has received from the relevant Lessee or a third party maintenance provider in respect of maintenance contribution claims (corresponding to Supplemental Rent (or, if applicable, maintenance reserve) payments made by the relevant Lessee) payable by the relevant Seller or Lessor under the relevant Lease.

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SCHEDULE 5
Representations and Warranties

PART A
Seller’s Representations and Warranties

1.		General Representations and Warranties: The relevant Seller in respect of each Aircraft represents and warrants to the relevant Purchaser in respect of such Aircraft that the following statements are now and on the relevant Delivery Date will be, true and accurate:

1.1		such Seller duly exists under the laws of Ireland and has the power to enter into and implement the transactions contemplated by the Transaction Documents relating to such Aircraft to which it is a party;

1.2		the execution, delivery and performance of the Transaction Documents relating to such Aircraft to which it is a party have been duly authorised by all necessary corporate action on the part of such Seller;

1.3		the Transaction Documents relating to such Aircraft to which it is a party constitute legal, valid and binding obligations of such Seller;

1.4		each consent required by such Seller to authorise, or required by it in connection with the execution, delivery, performance, legality, validity or enforceability of the Transaction Documents relating to such Aircraft to which it is a party has been obtained and is in full force and effect, and there is no default in the observance or performance of any of the conditions and restrictions (if any) imposed on or in connection therewith; and

1.5		the execution, delivery and performance by such Seller of the Transaction Documents relating to such Aircraft to which it is a party will not (i) conflict with, or result in any material breach of, any of the terms of, or constitute a default under, any agreement or document to which it is a party or by which it or any of its property or assets may be bound or (ii) contravene or conflict with the provisions of its constitutive documents.

2.		The Aircraft and the Lease: The relevant Seller in respect of each Aircraft further represents and warrants to the relevant Purchaser in respect of such Aircraft on the relevant Delivery Date as follows:

2.1		such Seller will at Delivery have full legal and beneficial title in and to such Aircraft (except that Seller holds only beneficial and not legal title to Aircraft No.3), free and clear of all Security Interests other than the Novated Lease relating to such Aircraft and Permitted Liens;

2.2		to its knowledge there are no claims or actions pending or threatened in respect of such Aircraft which, if unsatisfied, would give rise to a Security Interest over such Aircraft in favour of any third party;

2.3		so far as concerns the obligations of such Seller all authorisations, consents, registrations and notifications required in connection with the entry into, performance, validity and enforceability of, this Agreement, the transactions contemplated by this Agreement and the Transaction Documents relating to such Aircraft to which it is a party, have been (or will on or before Delivery have been) obtained or effected (as appropriate) and are (or will on their being obtained or effected be) in full force and effect;

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2.4		to its knowledge, since the inspection by the Purchaser of such Aircraft, such Aircraft has not been involved in any incident which caused damage to such Aircraft that would exceed the Lease Damage Notification Threshold to repair;

2.5		to its knowledge, no compulsory airworthiness directives or service bulletins designated by the State of Design as “mandatory” are outstanding against such Aircraft;

2.6		the information provided by such Seller to such Purchaser prior to Delivery of such Aircraft as to the identities of all such Seller’s predecessors in title to such Aircraft is complete and accurate;

2.7		it is not aware of any Event of Loss having occurred with respect to such Aircraft or any of the Engines relating to such Aircraft;

2.8		the Lease Documents relating to such Aircraft constitute the entire agreement between such Seller and Lessee with respect to such Aircraft immediately prior to Delivery (other than as contemplated by the relevant Lease Novation) and there have been no other amendments or modifications entered into with respect to such Lease Documents that will continue to have effect following the Effective Time with respect to such Aircraft or which have not been disclosed;

2.9		such Seller is not in default in respect of any of its obligations to the relevant Lessee under the relevant Lease Documents;

2.10		the relevant Lessee has not prepaid any Rent nor has the relevant Lessee been relieved of of its obligation to pay Rent during the Lease relating to such Aircraft other than under and in accordance with the terms of the relevant Lease;

2.11		it has not assigned or transferred any of its rights or obligations under the Lease Documents relating to such Aircraft except pursuant to the relevant Lease Novation;

2.12		it is not aware that any Event of Default has occurred and is continuing under the relevant Lease Documents;

2.13		such Seller has not consented to any assignment by the relevant Lessee of its rights under the relevant Lease or to any sublease of such Aircraft except as disclosed to such Purchaser or, so far as such Seller is aware, to any transfer of possession of such Aircraft except as permitted by the terms of the relevant Lease;

2.14		in the case of each relevant Seller, there is no actual litigation or arbitration, dispute resolution or proceedings before any court or arbitrator involving that Seller which by itself or together with any other such proceedings or claim, if determined adversely to it, could be reasonably expected to have a material adverse effect on the Lessor’s or Lessee’s ability to perform its obligations under the relevant Lease Documents or on such Seller’s ability to perform its obligations under the other Transaction Documents;

2.15		to such Seller’s knowledge, no claim has been made by any relevant Seller for any Tax indemnification by the relevant Seller or the relevant Lessor against the relevant Lessee under the Lease Document; and

2.16		the amount of each of the Deposit and Supplemental Rent Balances (as of September 30 2010) as set forth in Schedule 1 hereto for the relevant Aircraft is true, accurate and correct

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References above to “its knowledge” or such like implies that the relevant Seller has made diligent enquiry before making that representation or warranty.

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PART B
Purchaser’s Representations and Warranties

1.		The relevant Purchaser in respect of each Aircraft represents and warrants to the relevant Seller in respect of such Aircraft that the following statements are now and on the relevant Delivery Date will be, true and accurate:

1.1		such Purchaser duly exists under the laws of the State of Delaware and has the power to enter into and implement the transactions contemplated by the Transaction Documents relating to such Aircraft to which it is a party;

1.2		the execution, delivery and performance of the Transaction Documents relating to such Aircraft to which it is a party have been duly authorised by all necessary corporate action on the part of such Purchaser;

1.3		the Transaction Documents relating to such Aircraft to which it is a party constitute legal, valid and binding obligations of such Purchaser;

1.4		each consent required by such Purchaser to authorise, or required by it in connection with the execution, delivery, performance, legality, validity or enforceability of the Transaction Documents relating to such Aircraft to which it is a party has been obtained and is in full force and effect (or will be obtained and in full force and effect prior to Delivery in respect of such Aircraft), and there is no default in the observance or performance of any of the conditions and restrictions (if any) imposed on or in connection therewith; and

1.5		the execution, delivery and performance by such Purchaser of the Transaction Documents relating to such Aircraft to which it is a party will not (i) conflict with, or result in any material breach of, any of the terms of, or constitute a default under any agreement or document to which it is a party or by which it or any of its property or assets may be bound or (ii) contravene or conflict with the provisions of its constitutive documents.

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SCHEDULE 6
Confirmatory Bill of Sale

KNOW ALL MEN BY THESE PRESENTS that [•] (“Seller”) in consideration of value received, the receipt of which is hereby acknowledged, does hereby grant, sell, transfer and deliver to [•] (“Purchaser”), all of its right, title and interest in and to the following Aircraft and engines and all Parts and all equipment, accessories and parts belonging to, installed in or appurtenant to such Aircraft or engines, together with the Aircraft Documents, in each case to the extent that title thereto has been vested in Seller (collectively, the “Equipment”):

one (1) [•] model [•] aircraft bearing manufacturer’s serial number [•] and with two (2) installed [•] engines bearing manufacturer’s serial nos. [•] and [•] (the “Aircraft”),

TO HAVE AND TO HOLD said Equipment unto Purchaser forever.

Seller hereby warrants to Purchaser that it is the [legal and]¹ beneficial owner of the Equipment, that there is hereby conveyed to Purchaser, on the date hereof, good and marketable title to the Equipment, with full title guarantee free and clear of all Security Interests other than the Novated Lease and any Permitted Liens. This Bill of Sale is made and delivered pursuant to the provisions of that certain Aircraft Sale Agreement dated [•] between, amongst others, Seller and Purchaser (the “Sale Agreement”). The Delivery Location is [•] and the time of delivery of this Bill of Sale is [•]. The terms “Aircraft Documents”, “Delivery Location”, “Lease”, “Novated Lease”, “Permitted Liens”, “Parts” and “Security Interests” shall have the same meanings in this Bill of Sale as in the Sale Agreement.

Except as otherwise provided in the Sale Agreement, the Aircraft is sold as-is and where-is.

This Bill of Sale and any non-contractual obligations arising out of or in connection with this Bill of Sale shall be governed by and construed in accordance with the laws of England.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed, this ______ day of ______ 20[•].

[•]

By:

Name:

Place of Signing:


¹		The relevant Seller holds beneficial ownership of, but not legal title to, Aircraft No. 3

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SCHEDULE 7
Acceptance Certificate

relating to [•] Aircraft,
manufacturer’s serial number [•] (the “Aircraft”)

[•] (the “Purchaser”) hereby certifies that pursuant to the aircraft sale and purchase agreement dated ___________________ between amongst others, [•] (the “Seller”) and Purchaser (the “Agreement”):

(a)		Purchaser has inspected the Aircraft, and found the Aircraft to be complete and satisfactory;

(b)		Purchaser has accepted delivery of the Aircraft at [•] hours G.M.T. at [location];

(c)		Purchaser has inspected all of the Aircraft Documents and found them to be complete and satisfactory;

This Acceptance Certificate and any non-contractual obligations arising out of or in connection with this Acceptance Certificate shall be governed by and construed in accordance with the laws of England.

Date: _____________________

Duly executed for Purchaser by:

By:

Title:

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SCHEDULE 8
Form of Invoice

[On GE Capital Aviation Services Limited headed paper]

[Insert Purchaser name and address]


INVOICE [NO./REF.]		DATE
[•]		[•]
DESCRIPTION		PRICE

We debit you with:

One (1) [•] Aircraft

Manufacturer Serial Number: [•]

Registration Mark: [•]

Equipped with a set of two (2) [•] Engines,

Engines Serial Numbers: L/H 1: [•]
R/H 2: [•]

Attested to the sum of

US DOLLARS — [•] MILLION

		USD [•]
Payment at delivery by transfer to our account no [*]

[Insert bank address]

SWIFT: [•]-

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

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