al_Ex10_2


		
			Exhibit 10.2
		

		
			 
		

		
			Confidential Treatment
Requested Pursuant to Rule 24b-2
		

		
			 
		

		
			Supplemental Agreement No. 11
		

		
			 
		

		
			to
		

		
			 
		

		
			Purchase Agreement No. PA-03659
		

		
			 
		

		
			between
		

		
			 
		

		
			The Boeing Company
		

		
			 
		

		
			and
		

		
			 
		

		
			Air Lease Corporation
		

		
			 
		

		
			This Supplemental Agreement is entered into as of August 24, 2018, (Supplemental Agreement No. 11) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer);
		

		
			 
		

		
			All terms used but not defined in this Supplemental Agreement No. 11 have the same meaning as in the Purchase Agreement;
		

		
			 
		

		
			WHEREAS, Boeing and Customer have entered into Purchase Agreement No. PA-03659 dated as of October 31, 2011 (the Purchase Agreement) relating to the purchase and sale of Model 787-9 aircraft and Model 787-10 aircraft;
		

		
			 
		

		
			WHEREAS, Boeing and Customer agree to [*].
		

		
			 
		

		
			NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
		

		
			 
		

		
			1.        TABLE OF CONTENTS.
		

		
			 
		

		
			The Table of Contents of the Purchase Agreement is deleted in its entirety and replaced by a new Table of Contents, provided as Enclosure 1 to this Supplemental Agreement No. 11 which reflects the revisions set forth in this Supplemental Agreement No. 11.
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03659


					

					

						 


					

					

						SA-11


				




		

			i

		


		

			BOEING PROPRIETARY

		





 



		

		
			2.        TABLE 1.
		

		
			 
		

		
			a.   Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines is deleted in its entirety and replaced by a revised Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines provided as Enclosure 2 to this Supplemental Agreement No. 11 to reflect [*].
		

		
			 
		

		
			b.   Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments General Electric Engines is deleted in its entirety and replaced by a revised Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments General Electric Engines provided as Enclosure 3 to this Supplemental Agreement No. 11 to reflect [*].
		

		
			 
		

		
			3.        SUPPLEMENTAL EXHIBITS.
		

		
			 
		

		
			a.   Exhibit A4, HAZ/[*] 787-9 Aircraft Configuration, provided as Enclosure 4 to this Supplemental Agreement No. 11 is hereby incorporated into the Purchase Agreement to identify [*].
		

		
			 
		

		
			4.        LETTER AGREEMENTS.
		

		
			 
		

		
			a.   Letter Agreement LA-1104720R6, Advance Payment Matters, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104720R7, Advance Payment Matters, provided as Enclosure 5 to this Supplemental Agreement No. 11, which reflects an agreement that [*].
		

		
			 
		

		
			b.   Letter Agreement LA-1301080R4, Special Matters - 787-9 Blocks B, C, D and E Aircraft, is deleted in its entirety and replaced by a revised Letter Agreement LA-1301080R5, Special Matters - 787-9 Blocks B, C, D and E Aircraft, provided as Enclosure 6 to this Supplemental Agreement No. 11, [*].
		

		
			 
		

		
			5.        MISCELLANEOUS.
		

		
			 
		

		
			a.  The Purchase Agreement is amended as set forth above, and all other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.  Any Tables of Contents, Tables, Supplemental Exhibits, Letter Agreements or other documents that are listed in the Sections above are incorporated into this Supplemental Agreement by this reference.
		

		
			 
		

		
			b.  This Supplemental Agreement will become effective upon execution and receipt by both Parties on or before August 24, 2018, after which date this Supplemental Agreement will be null and void and have no force or effect.
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03659


					

					

						 


					

					

						SA-11


				




		

			ii

		


		

			BOEING PROPRIETARY

		





 



		

		
			EXECUTED IN DUPLICATE as of the day and year first above written.
		

		
			 
		

		
			 
		

			
					
						THE BOEING COMPANY

					
					
						    

					
					
						AIR LEASE CORPORATION

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						BY:

					
					
						/s/ Michael Lombardi

					
					
						 

					
					
						BY:  

					
					
						/s/ Grant Levy

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ITS:

					
					
						Attorney-In-Fact

					
					
						 

					
					
						ITS:  

					
					
						Executive Vice President

				



		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03659


					

					

						 


					

					

						SA-11


				




		

			iii

		


		

			BOEING PROPRIETARY

		





 



		

			Enclosure 1

		


		

			 

		





		

		
			PURCHASE AGREEMENT NUMBER PA-03659
		

		
			 
		

		
			between
		

		
			 
		

		
			THE BOEING COMPANY
		

		
			 
		

		
			and
		

		
			 
		

		
			Air Lease Corporation
		

		
			 
		

		
			Relating to Boeing Model 787-9 and 787-10 Aircraft
		

		
			 
		

		
			
		

		
			


		 


		

			 

		





 



		

			Enclosure 1

		


		

			 

		





		

		
			TABLE OF CONTENTS
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						ARTICLES

				
	
					
						Article 1.

					
					
						Quantity, Model, Description and Inspection

					
					
						SA-2

				
	
					
						Article 2.

					
					
						Delivery Schedule

					
					
						SA-2

				
	
					
						Article 3.

					
					
						Price

					
					
						SA-2

				
	
					
						Article 4.

					
					
						Payment

					
					
						SA-2

				
	
					
						Article 5.

					
					
						Additional Terms

					
					
						SA-2

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						TABLE

				
	
					
						1A.

					
					
						787-9 Block A Aircraft Information Table

					
					
						SA-8

				
	
					
						1B.

					
					
						787-9 Block B Aircraft Information Table 

					
					
						SA-7

				
	
					
						1C.

					
					
						787-10 Block A Aircraft Information Table 

					
					
						SA-10

				
	
					
						1D.

					
					
						787-9 Block C Aircraft Information Table 

					
					
						SA-6

				
	
					
						1E.

					
					
						787-9 Block D Aircraft Information Table 

					
					
						SA-11

				
	
					
						1F.

					
					
						787-9 Block E Aircraft Information Table 

					
					
						SA-10

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						EXHIBIT

				
	
					
						A1.

					
					
						HAZ[*] 787-9 Aircraft Configuration

					
					
						SA-7

				
	
					
						A2.

					
					
						HAZ[*] 787-9 Aircraft Configuration

					
					
						SA-7

				
	
					
						A3.

					
					
						HAZ[*] 787-9 Aircraft Configuration 

					
					
						SA-8

				
	
					
						A4.

					
					
						HAZ[*] 787-9 Aircraft Configuration

					
					
						SA-11

				
	
					
						B.

					
					
						Aircraft Delivery Requirements and Responsibilities

					
					
						SA-2

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						SUPPLEMENTAL EXHIBITS

				
	
					
						AE1.

					
					
						Escalation Adjustment Airframe and Optional Features

					
					
						SA-2

				
	
					
						BFE1.

					
					
						BFE Variables

					
					
						SA-7

				
	
					
						CS1.

					
					
						Customer Support Document

					
					
						SA-10

				
	
					
						EE1.

					
					
						[*],  Engine Warranty and Patent Indemnity – General Electric Engines 

					
					
						SA-2

				
	
					
						EE1.

					
					
						[*], Engine Warranty and Patent Indemnity – Rolls Royce Engines

					
					
						SA-2

				
	
					
						SLP1.

					
					
						Service Life Policy Components

					
					
						SA-2

				



		
			 
		

		
			 
		

		


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

		
			
		

		



		 


		

			 

		





 



		

			Enclosure 1

		


		

			 

		




	
					
						

					
						LETTER AGREEMENTS

				
	
					
						LA-1104716R1

					
					
						[*]

					
					
						SA-2

				
	
					
						LA-1104717R1

					
					
						Demonstration Flight Waiver

					
					
						SA-2

				
	
					
						LA-1104718R1

					
					
						[*] 

					
					
						SA-2

				
	
					
						LA-1104719R1

					
					
						Other Matters

					
					
						SA-2

				
	
					
						LA-1104720R7

					
					
						Advance Payment Matters

					
					
						SA-11

				
	
					
						LA-1104721R1

					
					
						[*]

					
					
						SA-2

				
	
					
						LA-1104722R1

					
					
						Assignment of Customer’s Interest to a Subsidiary or Affiliate

					
					
						SA-2

				
	
					
						LA-1104724

					
					
						e-Enabling Software Matters

					
					
						 

				
	
					
						LA-1104725R1

					
					
						[*]

					
					
						SA-2

				
	
					
						LA-1104726R1

					
					
						Special Matters relating to COTS Software and End User License Agreements

					
					
						SA-2

				
	
					
						LA-1104727R2

					
					
						AGTA Matters

					
					
						SA-2

				
	
					
						LA-1104728R1

					
					
						Leasing Matters for 787 Aircraft 

					
					
						SA-2

				
	
					
						LA-1104729R1

					
					
						Liquidated Damages – Non-Excusable Delay

					
					
						SA-2

				
	
					
						LA-1104730R5

					
					
						Open Configuration Matters

					
					
						SA-10

				
	
					
						LA-1104731R1

					
					
						Performance Guarantees – 787-9 Block A Aircraft

					
					
						SA-2

				
	
					
						LA-1104733R1

					
					
						Special Terms - Seats and In-flight Entertainment

					
					
						SA-2

				
	
					
						LA-1104734R2

					
					
						Special Matters – 787-9 Block A Aircraft

					
					
						SA-6

				
	
					
						LA-1300863

					
					
						Performance Guarantees – 787-10 Block A Aircraft

					
					
						SA-2

				
	
					
						LA-1300864R3

					
					
						Performance Guarantees – 787-9 Block B, C and D Aircraft

					
					
						SA-10

				
	
					
						LA-1301080R5

					
					
						Special Matters – 787-9 Blocks B, C, D, and E Aircraft

					
					
						SA-11

				
	
					
						LA-1301081R1

					
					
						Special Matters – 787-10 Block A Aircraft

					
					
						SA-10

				
	
					
						LA-1301082R2

					
					
						[*]

					
					
						SA-7

				
	
					
						 

					
					
						Promotional Support – 787-10 Aircraft

					
					
						SA-2

				
	
					
						LA-1301083

					
					
						[*]

					
					
						SA-2

				
	
					
						LA-1301084

					
					
						[*]

					
					
						SA-10

				
	
					
						LA-1302043R1

					
					
						[*]

					
					
						SA-2

				
	
					
						LA-1302348R1

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						LA-1601083

					
					
						Special Matters Relating to In-Seat IFE [*]

					
					
						SA-7

				



		
			 
		

		
			 
		

		


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

		
			
		

		



		 


		

			 

		





 



		

			Enclosure 1

		


		

			 

		




	
					
						

					
						 

					
					
						 

					
					
						 

				
	
					
						LA-1605597

					
					
						[*]  

					
					
						SA-9

				
	
					
						LA-1805142

					
					
						[*] 

					
					
						SA-10

				
	
					
						LA-1805362

					
					
						Model 787 Post‐Delivery Software and Data Loading

					
					
						SA-10

				



		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		





 



		

			Enclosure 2

		


		

			 

		





		

		
			Table 1E To
		

		
			Purchase Agreement No. PA-03659
		

		
			787-9 Block D Aircraft Delivery, Description, Price and Advance Payments
		

		
			Rolls Royce Engines
		

		
			 
		

			
					
						Airframe Model/MTOW:

					
					
						787-9

					
					
						 

					
					
						553,000 pounds

					
					
						 

					
					
						Detail Specification:

					
					
						 

					
					
						787B1-4102-S (12/11/2015)

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						TRENT1000-J

					
					
						 

					
					
						74,400 pounds

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Base Year/ Esc. Formula:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						Engine Base Year/ Esc. Formula:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Escalation Data:

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						Engine Escalation Data:

					
					
						[*] 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Base Year Index (ECI):

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						Base Year Index (ECI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Base Year Index (CPI):

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						Base Year Index (CPI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Deposit per Aircraft:

					
					
						 

					
					
						[*] 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Number

					
					
						Mfr's

					
					
						 

					
					
						Airframe

					
					
						Airframe

					
					
						P.A.

					
					
						Optional

					
					
						Engine

					
					
						Engine

					
					
						Engine

					
					
						SPE/

					
					
						Airframe

					
					
						Engine

					
					
						Estimated

				
	
					
						Delivery

					
					
						of

					
					
						Serial 

					
					
						Lessee

					
					
						Base

					
					
						Base

					
					
						Exh

					
					
						Features

					
					
						Selection

					
					
						Base

					
					
						Base

					
					
						IFE

					
					
						Escalation

					
					
						Escalation

					
					
						Adv Pymt Base

				
	
					
						Date

					
					
						Aircraft

					
					
						Number

					
					
						 

					
					
						Year

					
					
						Price

					
					
						A

					
					
						Price

					
					
						 

					
					
						Year(1)

					
					
						Price(1)

					
					
						Estimate

					
					
						Factor

					
					
						Factor

					
					
						Price Per A/P

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2019

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Total:

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		
			Note: Serial Numbers are provided as guidance only and are subject to change.
		

		
			 
		

		
			[*]
		

		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						87954-1F.TXT


					

					

						 


					

					

						SA-11


				




		

			Page 1

		


		

			Boeing Proprietary

		





 



		

			Enclosure 3

		


		

			 

		





		

		
			Table 1E To
		

		
			Purchase Agreement No. PA-03659
		

		
			787-9 Block D Aircraft Delivery, Description, Price and Advance Payments
		

		
			General Electric Engines
		

		
			 
		

			
					
						Airframe Model/MTOW:

					
					
						787-9

					
					
						 

					
					
						553,000 pounds

					
					
						 

					
					
						Detail Specification:

					
					
						787B1-4102-S (12/11/2015)

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						GENX‐1B74/75

					
					
						 

					
					
						74,100 pounds

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Base Year/ Esc. Formula:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						Engine Base Year/ Esc. Formula:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Escalation Data:

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						Engine Escalation Data:

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Base Year Index (ECI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						Base Year Index (ECI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Base Year Index (CPI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						Base Year Index (CPI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Deposit per Aircraft:

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Number

					
					
						Mfr's

					
					
						 

					
					
						Airframe

					
					
						Airframe

					
					
						P.A.

					
					
						Optional

					
					
						Engine

					
					
						Engine

					
					
						Engine

					
					
						SPE/

					
					
						Airframe

					
					
						Engine

					
					
						Estimated

				
	
					
						Delivery

					
					
						of

					
					
						Serial 

					
					
						Lessee

					
					
						Base

					
					
						Base

					
					
						Exh

					
					
						Features

					
					
						Selection

					
					
						Base

					
					
						Base

					
					
						IFE

					
					
						Escalation

					
					
						Escalation

					
					
						Adv Pymt Base

				
	
					
						Date

					
					
						Aircraft

					
					
						Number

					
					
						 

					
					
						Year

					
					
						Price

					
					
						A

					
					
						Price

					
					
						 

					
					
						Year(1)

					
					
						Price(1)

					
					
						Estimate

					
					
						Factor

					
					
						Factor

					
					
						Price Per A/P

				
	
					
						[*]-2019

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2020

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Total:

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		
			 
		

		
			Note: Serial Numbers are provided as guidance only and are subject to change.
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						87954-1F.TXT


					

					

						 


					

					

						SA-11


				




		

			Page 1

		


		

			Boeing Proprietary

		





 



		

			Enclosure 4

		


		

			 

		





		

		
			HAZ[*] 787-9 AIRCRAFT CONFIGURATION
		

		
			 
		

		
			between
		

		
			 
		

		
			THE BOEING COMPANY
		

		
			 
		

		
			and
		

		
			 
		

		
			Air Lease Corporation
		

		
			 
		

		
			Exhibit A4
		

		
			 
		

		
			to Purchase Agreement Number PA-03659
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03659-EXA4


					

					

						 


					

					

						Page 1


				




		

			SA-11

		


		

			BOEING PROPRIETARY

		





 



		

			Enclosure 4

		


		

			 

		





		

		
			 
		

		
			Exhibit A4
		

		
			 
		

		
			AIRCRAFT CONFIGURATION
		

		
			 
		

		
			Dated August 24, 2018
		

		
			 
		

		
			relating to
		

		
			 
		

		
			BOEING MODEL 787-9 AIRCRAFT
		

		
			 
		

		
			The Detail Specification is [*]. The Detail Specification provides further description of the configuration set forth in this Exhibit A4. Such Detail Specification will be comprised of Boeing configuration specification [*]. As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect [*].  [*].
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03659-EXA4


					

					

						 


					

					

						Page 2


				




		

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			BOEING PROPRIETARY

		





		

		
			 
		

			
					
						Exhibit A4 To

				
	
					
						Boeing Purchase Agreement

				
	
					
						 

					
					
						 

					
					
						[*]

				
	
					
						 

					
					
						 

					
					
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						P.A. 3659 - Exhibit A4


					

					

						 


					

					

						Page 1


				




		

			SA-11

		


		

			BOEING PROPRIETARY

		





 



		

			BOEING PROPRIETARY

		




	

      

        Exhibit A4 To

      


    
	

      

        Boeing Purchase Agreement

      


    
	

      

         

      


    	

      

         

      


    	

      

        [*]

      


    
	

      

         

      


    	

      

         

      


    	

      

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						P.A. 3659 - Exhibit A4


					

					

						 


					

					

						Page 2


				




		

			SA-11

		


		

			BOEING PROPRIETARY

		





 



		

			BOEING PROPRIETARY

		




	

      

        Exhibit A4 To

      


    
	

      

        Boeing Purchase Agreement

      


    
	

      

         

      


    	

      

         

      


    	

      

        [*]

      


    
	

      

         

      


    	

      

         

      


    	

      

        [*]

      


    
	

      

         

      


    	

      

         

      


    	

      

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						[*]

					
					
						 

					
					
						 

				



		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						P.A. 3659 - Exhibit A4


					

					

						 


					

					

						Page 3


				




		

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			Enclosure 5

		


			

					

						


					

					

						 


					

					

						The Boeing Company
P.O. Box 3707
Seattle, WA  98124‐2207


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			HAZ-PA-03659-LA-1104720R7
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, CA 90067
		

		
			 
		

		
			Subject:         Advance Payment Matters
		

		
			 
		

		
			Reference:    Purchase Agreement No. PA-03659 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 787-9 and 787-10 aircraft (collectively, the Aircraft)
		

		
			 
		

		
			This letter agreement (Letter Agreement) cancels and supersedes letter agreement HAZ‐PA‐03659-LA-1104720R6 and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
		

		
			The Purchase Agreement incorporates the terms and conditions of HAZ-AGTA (AGTA) between Boeing and Customer.  This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.
		

		
			1.        Alternative Fixed Advance Payment Schedule.
		

		
			1.1      Notwithstanding the Aircraft advance payment schedule provided in Table 1 of the Purchase Agreement Customer may elect to pay an alternative fixed advance payment schedule for the respective Aircraft, as set forth in the table below (Alternative Fixed Advance Payment Schedule).
		

		
			1.2      Alternative Fixed Advance Payment Schedule – 787-9 Block A Aircraft.
		

		
			[*]
		

		
			1.3      Alternative Fixed Advance Payment Schedule – 787-9 Block B Aircraft.
		

		
			[*]
		

		
			1.4      Alternative Fixed Advance Payment Schedule – 787-9 Block C, 787-9 Block D Aircraft, and 787-9 Block E Aircraft. [*]
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03659-LA-1104720R7


					

					

						 


					

					

						SA-11


				
	

					

						Advance Payment Matters


					

					

						 


					

					

						LA  Page 1


				




		

			 

		


		

			BOEING PROPRIETARY

		





 



		

			Enclosure 5

		


			

					

						


					

					

						 


					

					

						 


				




		

			 

		





		

		
			1.5       Alternative Fixed Advance Payment Schedule – 787-10 Block A Aircraft  [*]
		

		
			1.6      [*]
		

		
			2.        [*]
		

		
			3.        [*]
		

		
			4.        [*]
		

		
			5.        Confidentiality.
		

		
			Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b)  employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 5), without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 5.  Customer shall be fully responsible to Boeing for compliance with such obligations.
		

		
			6.        Assignment.
		

		
			Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft and cannot be assigned in whole or, in part.
		

		
			If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.
		

		
			 
		

		
			 
		

		


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

		
			
		

		



		 


		

			 

		


			

					

						HAZ-PA-03659-LA-1104720R7


					

					

						 


					

					

						SA-11


				
	

					

						Advance Payment Matters


					

					

						 


					

					

						LA  Page 2


				




		

			 

		


		

			BOEING PROPRIETARY

		





 



		

			Enclosure 5

		


			

					

						


					

					

						 


					

					

						 


				




		

			 

		




	
					
						

					
						Very truly yours,

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						THE BOEING COMPANY

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By

					
					
						/s/ Michael Lombardi

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Its

					
					
						Attorney-In-Fact

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ACCEPTED AND AGREED TO this

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Date:

					
					
						August 24, 2018

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						AIR LEASE CORPORATION

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By

					
					
						/s/ Grant Levy

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Its

					
					
						Executive Vice President

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03659-LA-1104720R7


					

					

						 


					

					

						SA-11


				
	

					

						Advance Payment Matters


					

					

						 


					

					

						LA  Page 3


				




		

			 

		


		

			BOEING PROPRIETARY

		





 



		

			Enclosure 6

		


			

					

						


					

					

						 


					

					

						The Boeing Company
P.O. Box 3707
Seattle, WA  98124‐2207


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			HAZ-PA-03659-LA-1301080R5
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, California 90067
		

		
			 
		

		
			Subject:        Special Matters – 787-9 Blocks B, C, D, and E Aircraft
		

		
			 
		

		
			Reference:    Purchase Agreement No. PA-03659 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 787-9 and 787-10 aircraft (collectively, the Aircraft)
		

		
			 
		

		
			This letter agreement (Letter Agreement) cancels and supersedes letter agreement HAZ-PA-03659-LA-1301080R4 and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement applies only to [*].
		

		
			1.        Credit Memoranda.
		

		
			1.1       Basic Credit Memorandum.  At the time of delivery of each 787-9 Aircraft, Boeing will issue to Customer a Basic Credit Memorandum in the following amount:
		

		
			 
		

			
					
						Applicable Aircraft

					
					
						Amount (U.S. Dollars)

					
					
						Base Year

				
	
					
						787-9 Block B Aircraft

					
					
						[*]

					
					
						[*]

				
	
					
						787-9 Block C Aircraft

					
					
						[*]

					
					
						[*]

				
	
					
						787-9 Block D Aircraft

					
					
						[*]

					
					
						[*]

				
	
					
						787-9 Block E Aircraft

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			1.2       Leasing Credit Memorandum.  Customer expressly intends to lease the Aircraft to a third party or parties (Lessee or Lessees) who is/are in the commercial airline business as aircraft operator(s).  As an incentive for and in consideration of Customer entering into a lease for the 787-9 Aircraft prior to delivery of the 787-9 Aircraft to be leased, in accordance with the requirements set forth in the Purchase Agreement, Boeing will issue to Customer a Leasing Credit Memorandum, which under no circumstances may be assigned, in the following amount:
		

		
			 
		

			
					
						Applicable Aircraft

					
					
						Amount (U.S. Dollars)

					
					
						Base Year

				
	
					
						787-9 Block B Aircraft

					
					
						[*]

					
					
						[*]

				
	
					
						787-9 Block C Aircraft

					
					
						[*]

					
					
						[*]

				
	
					
						787-9 Block D Aircraft

					
					
						[*]

					
					
						[*]

				
	
					
						787-9 Block E Aircraft

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03659-LA-1301080R5


					

					

						 


					

					

						SA-11


				
	

					

						Special Matters – 787-9 Blocks B, C, D, and E Aircraft


					

					

						 


					

					

						LA  Page 1


				




		

			 

		


		

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			Enclosure 6

		


			

					

						


					

					

						 


					

					

						 


				




		

			 

		





		

		
			1.3       [*]
		

		
			1.4       [*]
		

		
			1.5       [*]
		

		
			1.6       [*]
		

		
			1.7       [*]
		

		
			1.8       [*]
		

		
			1.9       [*]
		

		
			1.10     [*]
		

		
			1.11     [*]
		

		
			1.12     [*]
		

		
			1.13     [*]
		

		
			1.14     [*]
		

		
			1.15     [*]
		

		
			1.16     [*]
		

		
			1.17     [*]
		

		
			2.        Escalation of Credit Memoranda.
		

		
			Unless otherwise noted, the amounts of the Credit Memoranda stated in [*] and will be escalated to the scheduled month of the respective 787-9 Block B, C, D, and E Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft.  The Credit Memoranda are stated in U.S. Dollars and may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance payments).
		

		
			3.        [*]
		

		
			4.        [*]
		

		
			5.        [*]
		

		
			6.        [*]
		

		
			7.        [*]
		

		
			8.        Confidentiality.
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03659-LA-1301080R5


					

					

						 


					

					

						SA-11


				
	

					

						Special Matters – 787-9 Blocks B, C, D, and E Aircraft


					

					

						 


					

					

						LA  Page 2


				




		

			 

		


		

			BOEING PROPRIETARY

		





 



		

			Enclosure 6

		


			

					

						


					

					

						 


					

					

						 


				




		

			 

		





		

		
			Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b)  employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 8), without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 8.  Customer shall be fully responsible to Boeing for compliance with such obligations.
		

		
			 
		

			
					
						Very truly yours,

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						THE BOEING COMPANY

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By

					
					
						/s/ Michael Lombardi

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Its

					
					
						Attorney-In-Fact

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ACCEPTED AND AGREED TO this

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Date:

					
					
						August 24, 2018

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						AIR LEASE CORPORATION

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By

					
					
						/s/ Grant Levy

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Its

					
					
						Executive Vice President

					
					
						 

				



		
			 
		


		 


		

			 

		


			

					

						HAZ-PA-03659-LA-1301080R5


					

					

						 


					

					

						SA-11


				
	

					

						Special Matters – 787-9 Blocks B, C, D, and E Aircraft


					

					

						 


					

					

						LA  Page 3


				




		

			 

		


		

			BOEING PROPRIETARY