al_Ex10_13


		
			EXHIBIT 10.13
		

		
			 
		

		
			Confidential Treatment
		

		
			Requested Pursuant to Rule 24b-2
		

		
			 
		

		
			 
		

		
			Supplemental Agreement No. 4
		

		
			 
		

		
			to
		

		
			 
		

		
			Purchase Agreement No. 03791
		

		
			 
		

		
			between
		

		
			 
		

		
			THE BOEING COMPANY
		

		
			and
		

		
			 
		

		
			AIR LEASE CORPORATION
		

		
			 
		

		
			 
		

		
			THIS SUPPLEMENTAL AGREEMENT is entered into as of December 11,  2015 (Supplemental Agreement No. 4)  by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).
		

		
			 
		

		
			All terms used but not defined in this Supplemental Agreement No. 4 have the same meaning as in the Purchase Agreement.
		

		
			 
		

		
			WHEREAS, Boeing and Customer have entered into Purchase Agreement No. 03791 dated as of July 3, 2012 as amended and supplemented (Purchase Agreement) relating to the purchase and sale of Model 737-8 and 737-9 Aircraft; 
		

		
			 
		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to designate as Block A Aircraft the eighty-two (82) 737-8 Aircraft [*] already contracted under the Purchase Agreement prior to this Supplemental Agreement No. 4 and listed in Table 1A (Block A Aircraft);
		

		
			 
		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to designate as Block B Aircraft the twenty-two (22) 737-9 Aircraft [*] already contracted under the Purchase Agreement prior to this Supplemental Agreement No. 4 and listed in Table 1B (Block B Aircraft);
		

		
			 
		

		
			WHEREAS, Boeing and Customer agree to (i) amend the Purchase Agreement to document Customer’s purchase of eight (8) firm 737-8 Aircraft [*] (Incremental Aircraft) for delivery in [*] and (ii) designate the Incremental Aircraft as a  Block C Aircraft  (Block C Aircraft);
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791


					

					

						1


					

					

						SA-4


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for two (2) Block A Aircraft scheduled to deliver in [*];
		

		
			 
		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for four (4) Block A Aircraft scheduled to deliver in [*];
		

		
			 
		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for seven (7) Block A Aircraft scheduled to deliver in [*];
		

		
			 
		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for nine (9) Block A Aircraft scheduled to deliver in [*];
		

		
			 
		

		
			WHEREAS, Customer has previously [*]; and
		

		
			 
		

		
			WHEREAS, Customer has previously [*].
		

		
			 
		

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

		
			 
		

		
			1.   Title Page.
		

		
			 
		

		
			The title page is deleted in its entirety, replaced by a new title page provided hereto as Enclosure 1 and incorporated into the Purchase Agreement by this reference.  The revised title page corrects only pagination in the footer.
		

		
			 
		

		
			2.   Table of Contents.
		

		
			 
		

		
			The Table of Contents is deleted in its entirety, replaced by a new Table of Contents provided hereto as Enclosure 2 and incorporated into the Purchase Agreement by this reference.  The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 4.
		

		
			 
		

		
			3.   Purchase Agreement.
		

		
			 
		

		
			a.   Pages 3 through 5 are re-numbered to be pages 1 through 3 for administrative purposes.
		

		
			 
		

		
			b.   Previous page 3 of the Purchase Agreement is deleted in its entirety, replaced by a new page re-numbered as page 1 (identified in the footer by “SA-4”) provided hereto as Enclosure 3 and incorporated into the Purchase Agreement by this reference.  The revised page 1:
		

		
			 
		

		
			1)   deletes the words “Exhibit A1 and Exhibit A2” and replaces them with the words “Exhibit A”; and 
		

		
			 
		

		
			2)   deletes the words “Table 1A and Table 1B (collectively Table 1)” and replaces them with the words “Table 1”.
		

		
			 
		

		
			4.   TABLES.
		

		
			 
		

		
			a.   Table 1A is deleted in its entirety, replaced by a revised Table 1A provided hereto as Enclosure 4 and incorporated into the Purchase Agreement by this reference.
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791


					

					

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			b.   Table 1B is deleted in its entirety, replaced by a revised Table 1B provided hereto as Enclosure 5 and incorporated into the Purchase Agreement by this reference.
		

		
			 
		

		
			c.   New Table 1C is added to the Purchase Agreement, provided hereto as Enclosure 6 and incorporated into the Purchase Agreement by this reference.
		

		
			 
		

		
			5.   LETTER AGREEMENTS.
		

		
			 
		

		
			a.   Letter Agreement HAZ-PA-03791-LA-1208078R1 titled Advance Payment Matters is deleted in its entirety, replaced with a revised HAZ-PA-03791-LA-1208078R2 provided hereto as Enclosure 7 and incorporated into the Purchase Agreement by this reference.  This revised Letter Agreement updates the table in article 1.1 to (i) reflect the new Aircraft Block designations and (ii) [*].
		

		
			 
		

		
			b.   Letter Agreement HAZ-PA-03791-LA-1208079, Attachment A titled 737-9 [*] Aircraft Delivery, Description, Price and Advance Payments, is deleted in its entirety, replaced with a revised Attachment A (identified in the footer by “SA-4”) provided hereto as Enclosure 8 and incorporated into the Purchase Agreement by this reference.  The revised Attachment A removes the table and notes below the table.
		

		
			 
		

		
			c.   Letter Agreement HAZ-PA-03791-LA-1208083 titled [*] is deleted in its entirety, replaced with a revised HAZ-PA-03791-LA-1208083R1 provided hereto as Enclosure 9 and incorporated into the Purchase Agreement by this reference.  This revised Letter Agreement (i) updates Article 4  to reflect revisions set forth in this Supplemental Agreement No. 4 and (ii) revises Attachment B to include [*].
		

		
			 
		

		
			d.   Letter Agreement HAZ-PA-03791-LA-1208087 titled Open Matters for 737-8 and 737-9 Aircraft is deleted in its entirety, replaced with a revised HAZ-PA-03791-LA-1208087R1 provided hereto as Enclosure 10 and incorporated into the Purchase Agreement by this reference.  This revised Letter Agreement updates Article 1.1 to reflect revisions set forth in this Supplemental Agreement No. 4.
		

		
			 
		

		
			e.   Letter Agreement HAZ-PA-03791-LA-1208090 titled Special Matters is deleted in its entirety, replaced with a revised HAZ-PA-03791-LA-1208090R1 provided hereto as Enclosure 11 and incorporated into the Purchase Agreement by this reference.  This revised Letter Agreement (i) updates articles 1.1 through 1.8 to reflect the new Aircraft block designations, (ii) [*] and (iii) includes other minor language revisions to accommodate the inclusion of multiple blocks of Aircraft.
		

		
			 
		

		
			f.   [*].
		

		
			 
		

		
			g.  [*],  the following Letter Agreements are deleted in their entirety and removed from the Purchase Agreement:
		

		
			 
		

		
			1)    HAZ-PA-03791-LA-1208089R1 titled [*];
		

		
			2)    HAZ-PA-03791-LA-1300032 titled [*];
		

		
			3)    HAZ-PA-03791-LA-1400773 titled [*]
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791


					

					

						3


					

					

						SA-4


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

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			4)    HAZ-PA-03791-LA-1401489 titled [*]
		

		
			 
		

		
			The Purchase Agreement will be deemed to be amended to the extent herein provided and as so amended will continue in full force and effect.
		

		
			 
		

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

		
			 
		

			
					
						THE BOEING COMPANY

					
					
						 

					
					
						AIR LEASE CORPORATION

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Jon W. Lewis

					
					
						 

					
					
						By:

					
					
						/s/ Grant Levy

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Its:

					
					
						Attorney‐In‐Fact

					
					
						 

					
					
						Its:

					
					
						Executive Vice President

				



		
			 
		

		
			Attachments
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791


					

					

						4


					

					

						SA-4


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

		
			Enclosure 1
		

		
			 
		

		
			 
		

		
			PURCHASE AGREEMENT NUMBER PA-03791
		

		
			 
		

		
			between
		

		
			 
		

		
			THE BOEING COMPANY
		

		
			 
		

		
			and
		

		
			 
		

		
			AIR LEASE CORPORATION
		

		
			 
		

		
			Relating to Boeing Model 737-8 and 737-9 Aircraft
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

		
			Enclosure 2
		

		
			 
		

		
			TABLE OF CONTENTS
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						ARTICLES

					
					
						SA No.

				
	
					
						Article 1.

					
					
						    

					
					
						Quantity, Model and Description

					
					
						SA-4

				
	
					
						Article 2.

					
					
						 

					
					
						Delivery Schedule

					
					
						 

				
	
					
						Article 3.

					
					
						 

					
					
						Price

					
					
						 

				
	
					
						Article 4.

					
					
						 

					
					
						Payment

					
					
						 

				
	
					
						Article 5.

					
					
						 

					
					
						Additional Terms

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						TABLE

					
					
						 

				
	
					
						1A

					
					
						 

					
					
						737-8 Block A Aircraft Information Table [*]

					
					
						SA-4

				
	
					
						1B

					
					
						 

					
					
						737-9 Block B Aircraft Information Table [*]

					
					
						SA-4

				
	
					
						1C

					
					
						 

					
					
						737-8 Block C Aircraft Information Table [*]

					
					
						SA-4

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						EXHIBIT

					
					
						 

				
	
					
						A1

					
					
						 

					
					
						737-8 Aircraft Configuration

					
					
						 

				
	
					
						A2

					
					
						 

					
					
						737-9 Aircraft Configuration

					
					
						 

				
	
					
						B

					
					
						 

					
					
						Aircraft Delivery Requirements and Responsibilities

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						SUPPLEMENTAL EXHIBITS

					
					
						 

				
	
					
						AE1

					
					
						 

					
					
						Escalation Adjustment - Airframe and Optional Features

					
					
						 

				
	
					
						BFE1

					
					
						 

					
					
						BFE Variables

					
					
						 

				
	
					
						CS1

					
					
						 

					
					
						Customer Support Variables

					
					
						 

				
	
					
						EE1

					
					
						 

					
					
						[*], Engine Warranty and Patent Indemnity

					
					
						 

				
	
					
						SLP1

					
					
						 

					
					
						Service Life Policy Components

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						LETTER AGREEMENTS

					
					
						 

				
	
					
						LA-1208077

					
					
						 

					
					
						AGTA Matters

					
					
						 

				
	
					
						LA-1208078R2

					
					
						 

					
					
						Advance Payment Matters

					
					
						SA-4

				
	
					
						LA-1208079

					
					
						 

					
					
						[*]

					
						Attachment A

					
					
						SA-4

				
	
					
						LA-1208080

					
					
						 

					
					
						Assignment of Customer’s Interest to a Subsidiary or Affiliate

					
					
						 

				
	
					
						LA-1208081

					
					
						 

					
					
						Other Matters

					
					
						 

				
	
					
						LA-1208082

					
					
						 

					
					
						Demonstration Flight Waiver

					
					
						 

				
	
					
						LA-1208083R1

					
					
						 

					
					
						[*]

					
					
						SA-4

				
	
					
						LA-1208084

					
					
						 

					
					
						Leasing Matters

					
					
						 

				
	
					
						LA-1208085

					
					
						 

					
					
						Liquidated Damages for Non-Excusable Delay

					
					
						 

				
	
					
						LA-1208086

					
					
						 

					
					
						Loading of Customer Software

					
					
						 

				
	
					
						LA-1208087R1

					
					
						 

					
					
						Open Matters for 737-8 and 737-9 Aircraft

					
					
						SA-4

				
	
					
						LA-1208088

					
					
						 

					
					
						Performance Matters

					
					
						 

				
	
					
						LA-1208089R1

					
					
						 

					
					
						[*]

					
					
						SA-4

				
	
					
						LA-1208090R1

					
					
						 

					
					
						Special Matters

					
					
						SA-4

				
	
					
						LA-1208091

					
					
						 

					
					
						AGTA Term Revisions for 737-8 and 737-9 Aircraft

					
					
						 

				
	
					
						LA-1208092

					
					
						 

					
					
						[*]

					
					
						 

				
	
					
						LA-1208958

					
					
						 

					
					
						[*]

					
					
						 

				
	
					
						LA-1208963

					
					
						 

					
					
						[*]

					
					
						SA-4

				
	
					
						LA-1209052

					
					
						 

					
					
						[*]

					
					
						 

				
	
					
						LA-1300032

					
					
						 

					
					
						[*]

					
					
						SA-4

				
	
					
						LA-1400773

					
					
						 

					
					
						[*]

					
					
						SA-4

				
	
					
						LA-1401489

					
					
						 

					
					
						[*]

					
					
						SA-4

				



		
			 
		

		


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

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791


					

					

						i


					

					

						SA-4


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

		
			 
		

		
			Enclosure 3
		

		
			 
		

		
			Purchase Agreement No. PA-03791
		

		
			 
		

		
			between
		

		
			 
		

		
			The Boeing Company
		

		
			 
		

		
			and
		

		
			 
		

		
			Air Lease Corporation
		

		
			 
		

		
			This Purchase Agreement No. PA-03791 between The Boeing Company, a Delaware corporation, (Boeing) and Air Lease Corporation, a Delaware corporation, (Customer) relating to the purchase and sale of Model 737-8 and 737-9 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of September 30, 2010 between the parties, identified as HAZ-AGTA (AGTA).
		

		
			 
		

		
			1.        Quantity, Model and Description.
		

		
			 
		

		
			The aircraft to be delivered to Customer will be designated as Model 737-8 aircraft (737-8 Aircraft) and 737-9 aircraft (737-9 Aircraft), (collectively, the Aircraft).  Boeing will manufacture and sell to Customer Aircraft conforming to the configurations described in the various Exhibit As (collectively, Exhibit A) in the quantities listed in the various Table 1s (collectively, Table 1) to the Purchase Agreement.  
		

		
			 
		

		
			2.        Delivery Schedule.
		

		
			 
		

		
			The scheduled months of delivery of the Aircraft are listed in the attached Table 1.  Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.
		

		
			 
		

		
			3.        Price.
		

		
			 
		

		
			3.1    Aircraft Basic Price.  The Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms of this Purchase Agreement.
		

		
			 
		

		
			3.2    Advance Payment Base Prices.  The Advance Payment Base Prices listed in Table 1 were calculated using the 737‐8 Airframe Price and average optional features price as of the date of this Purchase Agreement escalated at a rate of [*] to the scheduled delivery year.
		

		
			 
		

		
			4.        Payment.
		

		
			 
		

		
			4.1    Boeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft (Deposit).
		

		
			 
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791


					

					

						 


					

					

						PA Page 1 


				
	

					

						 


					

					

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			4.2    The standard advance payment schedule for the Aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of [*], less the Deposit, on the effective date of the Purchase Agreement for the 
		

		
			 
		

		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		



		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791


					

					

						 


					

					

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			Enclosure 4

		


		

			 

		


		

			Table 1A

		


		

			to Purchase Agreement No. PA-03791

		


		

			737-8 Block A [*] Aircraft Delivery, Description, Price and Advance  Payments

		


		

			 

		




	
					
						

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Model/MTOW:

					
					
						737-8

					
					
						181200 pounds

					
					
						 

					
					
						Detail Specification:

					
					
						D019A007-B (5/18/2012)

				
	
					
						Engine Model/Thrust:

					
					
						CFM-LEAP-1B

					
					
						0 pounds

					
					
						 

					
					
						Airframe Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						Airframe Price:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						Optional Features:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Sub-Total of Airframe and Features:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Airframe Escalation Data:

					
					
						 

					
					
						 

				
	
					
						Engine Price (Per Aircraft):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (ECI):

					
					
						 

					
					
						[*]

				
	
					
						Aircraft Basic Price (Excluding BFE/SPE):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (CPI):

					
					
						 

					
					
						[*]

				
	
					
						Buyer Furnished Equipment (BFE) Estimate:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Seller Purchased Equipment (SPE) Estimate:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Refundable Deposit/Aircraft at Proposal Accept:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

			
					
						 

					
					
						 

					
					
						Manufacturer

					
					
						Escalation

					
					
						 

					
					
						 

					
					
						Escalation Estimate

					
					
						Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

				
	
					
						Delivery

					
					
						Number of 

					
					
						Serial 

					
					
						Factor

					
					
						 

					
					
						P.A.

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						No.

					
					
						(Airframe)

					
					
						Lessee

					
					
						Exhibit A

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2018

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
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						1

					
					
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						[*]

				
	
					
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						1

					
					
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						[*]

				
	
					
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						1

					
					
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						[*]

					
					
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						[*]

				
	
					
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						1

					
					
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						1

					
					
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						1

					
					
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						1

					
					
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						1

					
					
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						1

					
					
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						---

					
					
						 

					
					
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						SA-4 


				
	

					

						HAZ-PA-03791 60521, 63035


					

					

						Boeing Proprietary


					

					

						Page 1 of 6


				




		

			 

		





 



		

			Enclosure 4

		


		

			 

		


		

			Table 1A

		


		

			to Purchase Agreement No. PA-03791

		


		

			737-8 Block A [*] Aircraft Delivery, Description, Price and Advance  Payments

		


		

			 

		




	

      

         

      


    	

      

         

      


    	

      

        Manufacturer

      


    	

      

        Escalation

      


    	

      

         

      


    	

      

         

      


    	

      

        Escalation Estimate

      


    	

      

        Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

      


    
	

      

        Delivery

      


    	

      

        Number of 

      


    	

      

        Serial 

      


    	

      

        Factor

      


    	

      

         

      


    	

      

        P.A.

      


    	

      

        Adv Payment Base

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	

      

        Date

      


    	

      

        Aircraft

      


    	

      

        No.

      


    	

      

        (Airframe)

      


    	

      

        Lessee

      


    	

      

        Exhibit A

      


    	

      

        Price Per A/P

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	
					
						

					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				




		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						HAZ-PA-03791 60521, 63035


					

					

						Boeing Proprietary


					

					

						Page 2 of 6


				




		

			 

		





 



		

			Enclosure 4

		


		

			 

		


		

			Table 1A

		


		

			to Purchase Agreement No. PA-03791

		


		

			737-8 Block A [*] Aircraft Delivery, Description, Price and Advance  Payments

		


		

			 

		




	

      

         

      


    	

      

         

      


    	

      

        Manufacturer

      


    	

      

        Escalation

      


    	

      

         

      


    	

      

         

      


    	

      

        Escalation Estimate

      


    	

      

        Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

      


    
	

      

        Delivery

      


    	

      

        Number of 

      


    	

      

        Serial 

      


    	

      

        Factor

      


    	

      

         

      


    	

      

        P.A.

      


    	

      

        Adv Payment Base

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	

      

        Date

      


    	

      

        Aircraft

      


    	

      

        No.

      


    	

      

        (Airframe)

      


    	

      

        Lessee

      


    	

      

        Exhibit A

      


    	

      

        Price Per A/P

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	
					
						

					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---


					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						3

					
					
						[*]

					
					
						[*]

					
					
						---
---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				




		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						HAZ-PA-03791 60521, 63035


					

					

						Boeing Proprietary


					

					

						Page 3 of 6


				




		

			 

		





 



		

			Enclosure 4

		


		

			 

		


		

			Table 1A

		


		

			to Purchase Agreement No. PA-03791

		


		

			737-8 Block A [*] Aircraft Delivery, Description, Price and Advance  Payments

		


		

			 

		




	

      

         

      


    	

      

         

      


    	

      

        Manufacturer

      


    	

      

        Escalation

      


    	

      

         

      


    	

      

         

      


    	

      

        Escalation Estimate

      


    	

      

        Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

      


    
	

      

        Delivery

      


    	

      

        Number of 

      


    	

      

        Serial 

      


    	

      

        Factor

      


    	

      

         

      


    	

      

        P.A.

      


    	

      

        Adv Payment Base

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	

      

        Date

      


    	

      

        Aircraft

      


    	

      

        No.

      


    	

      

        (Airframe)

      


    	

      

        Lessee

      


    	

      

        Exhibit A

      


    	

      

        Price Per A/P

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	
					
						

					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						3

					
					
						[*]

					
					
						[*]

					
					
						---
---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						3

					
					
						[*]

					
					
						[*]

					
					
						---
---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						3

					
					
						[*]

					
					
						[*]

					
					
						---
---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				




		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						HAZ-PA-03791 60521, 63035


					

					

						Boeing Proprietary


					

					

						Page 4 of 6


				




		

			 

		





 



		

			Enclosure 4

		


		

			 

		


		

			Table 1A

		


		

			to Purchase Agreement No. PA-03791

		


		

			737-8 Block A [*] Aircraft Delivery, Description, Price and Advance  Payments

		


		

			 

		




	

      

         

      


    	

      

         

      


    	

      

        Manufacturer

      


    	

      

        Escalation

      


    	

      

         

      


    	

      

         

      


    	

      

        Escalation Estimate

      


    	

      

        Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

      


    
	

      

        Delivery

      


    	

      

        Number of 

      


    	

      

        Serial 

      


    	

      

        Factor

      


    	

      

         

      


    	

      

        P.A.

      


    	

      

        Adv Payment Base

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	

      

        Date

      


    	

      

        Aircraft

      


    	

      

        No.

      


    	

      

        (Airframe)

      


    	

      

        Lessee

      


    	

      

        Exhibit A

      


    	

      

        Price Per A/P

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	
					
						

					
						[*]

					
					
						3

					
					
						[*]

					
					
						[*]

					
					
						---



					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						---
---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				




		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						HAZ-PA-03791 60521, 63035


					

					

						Boeing Proprietary


					

					

						Page 5 of 6


				




		

			 

		





 



		

			Enclosure 4

		


		

			 

		


		

			Table 1A

		


		

			to Purchase Agreement No. PA-03791

		


		

			737-8 Block A [*] Aircraft Delivery, Description, Price and Advance  Payments

		


		

			 

		




	

      

         

      


    	

      

         

      


    	

      

        Manufacturer

      


    	

      

        Escalation

      


    	

      

         

      


    	

      

         

      


    	

      

        Escalation Estimate

      


    	

      

        Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

      


    
	

      

        Delivery

      


    	

      

        Number of 

      


    	

      

        Serial 

      


    	

      

        Factor

      


    	

      

         

      


    	

      

        P.A.

      


    	

      

        Adv Payment Base

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	

      

        Date

      


    	

      

        Aircraft

      


    	

      

        No.

      


    	

      

        (Airframe)

      


    	

      

        Lessee

      


    	

      

        Exhibit A

      


    	

      

        Price Per A/P

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	
					
						

					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						---

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Total:

					
					
						82

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			[*]
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			Manufacturer serial number is subject to change due to production changes.
		

		
			 
		

		
			 
		

		



		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						HAZ-PA-03791 60521, 63035


					

					

						Boeing Proprietary


					

					

						Page 6 of 6


				




		

			 

		





 



		

			Enclosure 5

		


		

			 

		


		

			Table 1B

		


		

			to Purchase Agreement No. PA-03791

		


		

			737-9 Block B [*] Aircraft Delivery, Description, Price and Advance  Payments

		


		

			 

		




	
					
						

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Model/MTOW:

					
					
						737-9

					
					
						194700 pounds

					
					
						 

					
					
						Detail Specification:

					
					
						D019A007-B (5/18/2012)

				
	
					
						Engine Model/Thrust:

					
					
						CFM-LEAP-1B

					
					
						0 pounds

					
					
						 

					
					
						Airframe Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						Airframe Price:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						Optional Features:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Sub-Total of Airframe and Features:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Airframe Escalation Data:

					
					
						 

					
					
						 

				
	
					
						Engine Price (Per Aircraft):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (ECI):

					
					
						[*]

					
					
						 

				
	
					
						Aircraft Basic Price (Excluding BFE/SPE):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (CPI):

					
					
						[*]

					
					
						 

				
	
					
						Buyer Furnished Equipment (BFE) Estimate:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Seller Purchased Equipment (SPE) Estimate:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Refundable Deposit/Aircraft at Proposal Accept:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						Manufacturer

					
					
						Escalation

					
					
						 

					
					
						 

					
					
						Escalation Estimate

					
					
						Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

				
	
					
						Delivery

					
					
						Number of

					
					
						Serial

					
					
						Factor

					
					
						 

					
					
						P.A.

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						No.

					
					
						(Airframe)

					
					
						Lessee

					
					
						Exhibit A

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2020

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				




		 


		

			 

		


			

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						HAZ-PA-03791 60522-1F, TXT


					

					

						Boeing Proprietary


					

					

						Page 1 of 3


				




		

			 

		





 



		

			Enclosure 5

		


		

			 

		


		

			Table 1B

		


		

			to Purchase Agreement No. PA-03791

		


		

			737-9 Block B [*] Aircraft Delivery, Description, Price and Advance  Payments

		


		

			 

		




	

      

         

      


    	

      

         

      


    	

      

        Manufacturer

      


    	

      

        Escalation

      


    	

      

         

      


    	

      

         

      


    	

      

        Escalation Estimate

      


    	

      

        Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

      


    
	

      

        Delivery

      


    	

      

        Number of

      


    	

      

        Serial

      


    	

      

        Factor

      


    	

      

         

      


    	

      

        P.A.

      


    	

      

        Adv Payment Base

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	

      

        Date

      


    	

      

        Aircraft

      


    	

      

        No.

      


    	

      

        (Airframe)

      


    	

      

        Lessee

      


    	

      

        Exhibit A

      


    	

      

        Price Per A/P

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	
					
						

					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				




		 


		

			 

		


			

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						HAZ-PA-03791 60522-1F, TXT


					

					

						Boeing Proprietary


					

					

						Page 2 of 3


				




		

			 

		





 



		

			Enclosure 5

		


		

			 

		


		

			Table 1B

		


		

			to Purchase Agreement No. PA-03791

		


		

			737-9 Block B [*] Aircraft Delivery, Description, Price and Advance  Payments

		


		

			 

		




	

      

         

      


    	

      

         

      


    	

      

        Manufacturer

      


    	

      

        Escalation

      


    	

      

         

      


    	

      

         

      


    	

      

        Escalation Estimate

      


    	

      

        Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

      


    
	

      

        Delivery

      


    	

      

        Number of

      


    	

      

        Serial

      


    	

      

        Factor

      


    	

      

         

      


    	

      

        P.A.

      


    	

      

        Adv Payment Base

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	

      

        Date

      


    	

      

        Aircraft

      


    	

      

        No.

      


    	

      

        (Airframe)

      


    	

      

        Lessee

      


    	

      

        Exhibit A

      


    	

      

        Price Per A/P

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	
					
						

					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Total:

					
					
						22

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			[*]
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			Manufacturer serial number is subject to change due to production changes.
		

		
			 
		

		
			 
		

		



		 


		

			 

		


			

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						HAZ-PA-03791 60522-1F, TXT


					

					

						Boeing Proprietary


					

					

						Page 3 of 3


				




		

			 

		





 



		

			Enclosure 6

		


		

			 

		


		

			Table 1C

		


		

			to Purchase Agreement No.  PA-03791

		


		

			737-8 Block C [*] Aircraft Delivery, Description, Price and Advance   Payments

		


		

			 

		




	
					
						

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Model/MTOW:

					
					
						737-8

					
					
						181,200 pounds

					
					
						Detail Specification:

					
					
						D019A008-J (1/16/2015)

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						CFMLEAP-1B25

					
					
						25,000 pounds

					
					
						Airframe Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						Airframe Price:

					
					
						[*]

					
					
						Engine Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						Estimated Optional Features:

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Sub-Total of Airframe and Features:

					
					
						[*]

					
					
						Airframe Escalation Data:

					
					
						 

					
					
						 

				
	
					
						Engine Price (Per Aircraft):

					
					
						[*]

					
					
						Base Year Index (ECI):

					
					
						[*]

					
					
						 

				
	
					
						Aircraft Basic Price (Excluding BFE/SPE):

					
					
						[*]

					
					
						Base Year Index (CPI):

					
					
						[*]

					
					
						 

				
	
					
						Buyer Furnished Equipment (BFE) Estimate:

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Seller Purchased Equipment (SPE) Estimate:

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Refundable Deposit/Aircraft at Proposal Accept:

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

			
					
						 

					
					
						 

					
					
						Escalation

					
					
						 

					
					
						 

					
					
						Escalation Estimate

					
					
						Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

				
	
					
						Delivery

					
					
						Number of

					
					
						Factor

					
					
						 

					
					
						P.A.

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						(Airframe)

					
					
						Lessee

					
					
						Exhibit A

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2020

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				




		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						HAZ-PA-03791 73166-1F, TXT


					

					

						Boeing Proprietary


					

					

						Page 1 of 2


				




		

			 

		





 



		

			Enclosure 6

		


		

			 

		


		

			Table 1C

		


		

			to Purchase Agreement No.  PA-03791

		


		

			737-8 Block C [*] Aircraft Delivery, Description, Price and Advance   Payments

		


		

			 

		




	
					
						

					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Total:

					
					
						8

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			[*]
		

		
			 
		

		
			 
		

		
			Manufacturer serial number is subject to change due to production changes.
		

		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						HAZ-PA-03791 73166-1F, TXT


					

					

						Boeing Proprietary


					

					

						Page 2 of 2


				




		

			 

		





 



		

			Enclosure 7

		


		

			 

		


			

					

						


					

					

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


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			HAZ-PA-03791-LA-1208078R2
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, CA 90067
		

		
			 
		

		
			Subject:         Advance Payment Matters
		

		
			 
		

		
			Reference:    Purchase Agreement No. PA-03791 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft)
		

		
			 
		

		
			This letter agreement (Letter Agreement) cancels and supersedes all previous versions with an acceptance date prior to the acceptance date indicated below 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 between Boeing and Customer.  This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.
		

		
			 
		

		
			1.        Deferred 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 Aircraft, as set forth below (Alternative Advance Payment Schedule).
		

		
			 
		

		
			[*]
		

		
			 
		

		
			1.2   [*]
		

		
			 
		

		
			2.        [*]
		

		
			 
		

		
			3.        [*]
		

		
			 
		

		
			4.        [*]
		

		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						Page 1


				




		

			 

		





 



		

			Enclosure 7

		


		

			 

		


			

					

						


					

					

						 


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			5.        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.
		

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208078R2


					

					

						 


					

					

						SA-4 


				
	

					

						Advance Payment Matters


					

					

						 


					

					

						Page 2


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 7

		


		

			 

		


			

					

						


					

					

						 


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			6.        Confidential Treatment.
		

		
			 
		

		
			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 6) 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 6.  Customer shall be fully responsible to Boeing for compliance with such obligations.
		

		
			 
		

		
			Very truly yours,
		

		
			 
		

			
					
						THE BOEING COMPANY

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Jon W. Lewis

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Date:

					
					
						December 11, 2015

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Grant Levy

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Executive Vice President

					
					
						 

				



		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208078R2


					

					

						 


					

					

						SA-4 


				
	

					

						Advance Payment Matters


					

					

						 


					

					

						Page 3


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 8

		


		

			 

		





		

		
			 
		

		
			Attachment A
		

		
			to Letter Agreement No. HAZ-PA-03791-LA-1208079
		

		
			737-9 [*] Aircraft Delivery, Description, Price and Advance Payments
		

		
			 
		

			
					
						Airframe Model/MTOW:

					
					
						737-9

					
					
						194700 pounds

					
					
						    

					
					
						Detail Specification:

					
					
						D019A007-B (5/18/2012)

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						CFM-LEAP-1B

					
					
						0 pounds

					
					
						 

					
					
						Airframe Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Price:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Optional Features:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Sub-Total of Airframe and Features:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Airframe Escalation Data:

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Engine Price (Per Aircraft):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (ECI):

					
					
						[*]

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Aircraft Basic Price (Excluding BFE/SPE):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (CPI):

					
					
						[*]

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Buyer Furnished Equipment (BFE) Estimate:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Seller Purchased Equipment (SPE) Estimate:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			Remainder of page intentionally left blank.
		

		
			 
		

		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						SA-4 


				
	

					

						HAZ-PA-03791 59874, 65354


					

					

						Boeing Proprietary


					

					

						Page 1 of 1


				




		

			 

		





 



		

			Enclosure 9

		


		

			 

		


			

					

						


					

					

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


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			 
		

		
			HAZ-PA-03791-LA-1208083R1
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, CA 90067
		

		
			 
		

		
			Subject:         [*]
		

		
			 
		

		
			Reference:    Purchase Agreement No. PA-03791 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft)
		

		
			 
		

		
			This letter agreement (Letter Agreement) cancels and supersedes all previous versions with an acceptance date prior to the acceptance date indicated below 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.
		

		
			 
		

		
			1.        [*]
		

		
			 
		

		
			2.        [*]
		

		
			 
		

		
			3.        [*]
		

		
			 
		

		
			4.        [*]
		

		
			 
		

		
			5.        [*]
		

		
			 
		

		
			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 taking title to the Aircraft at the time of delivery and leasing the Aircraft to commercial operators and becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

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			7.        Confidential Treatment.
		

		
			 
		

		
			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 7), 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 7.  Customer shall be fully responsible to Boeing for compliance with such obligations. 
		

		
			 
		

		
			Very truly yours,
		

		
			 
		

			
					
						THE BOEING COMPANY

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Jon W. Lewis

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Date:

					
					
						December 11, 2015

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Grant Levy

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Executive Vice President

					
					
						 

				



		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208083R1


					

					

						 


					

					

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			Attachment A to Letter Agreement HAZ-PA-03791-LA-1208083R1
		

		
			 
		

		
			[*]
		

		
			 
		

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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208083R1


					

					

						 


					

					

						SA-4 


				
	

					

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			Attachment B to Letter Agreement HAZ-PA-03791-LA-1208083R1
		

		
			 
		

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

		
			
		

		



		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208083R1


					

					

						 


					

					

						SA-4 


				
	

					

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			Enclosure 9

		


		

			 

		




	
					
						

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

		
			
		

		



		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208083R1


					

					

						 


					

					

						SA-4 


				
	

					

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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208083R1


					

					

						 


					

					

						SA-4 


				
	

					

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			Enclosure 10

		


		

			 

		


			

					

						


					

					

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


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			HAZ-PA-03791-LA-1208087R1
		

		
			 
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, CA 90067
		

		
			 
		

		
			 
		

		
			Subject:         Open Matters for 737-8 and 737-9 Aircraft
		

		
			 
		

		
			Reference:    Purchase Agreement No. PA-03791 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft)
		

		
			 
		

		
			This letter agreement (Letter Agreement)  cancels and supersedes all previous versions with an acceptance date prior to the acceptance date indicated below 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.
		

		
			 
		

		
			Given the long period of time between Purchase Agreement signing and delivery of the first Aircraft and the continued development of the 737 MAX program, certain elements have not yet been defined.  In consideration, Boeing and Customer agree to work together as the 737 MAX program develops as follows:
		

		
			 
		

		
			1.        [*]
		

		
			 
		

		
			2.        [*]
		

		
			 
		

		
			3.        [*]
		

		
			 
		

		
			4.        Aircraft Configuration.
		

		
			 
		

		
			4.1    The initial configuration of Customer's Model 737-8 Aircraft and Customer’s Model 737-9 Aircraft has been defined by Boeing Model 737-8 and Boeing Model 737-9 basic specification D019A007, Revision A, dated February 3, 2012 (Initial Configuration).  Final configuration of the Aircraft (Final Configuration) will be completed using the then-current Boeing configuration documentation in accordance with the following schedule:
		

		
			 
		

		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

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			4.1.1   No later than [*] prior to the first Aircraft's scheduled delivery, Boeing and Customer will discuss potential optional features.
		

		
			 
		

		
			4.1.2   Within [*] after that meeting, Boeing will provide Customer with a proposal for those optional features that can be incorporated into the Aircraft during production.
		

		
			 
		

		
			4.1.3   Customer will then have [*] to accept or reject the optional features.
		

		
			 
		

		
			4.1.4    Within [*] following Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:
		

		
			 
		

		
			4.1.4.1    Changes applicable to the basic Model 737-8 and 737-9 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration.
		

		
			 
		

		
			4.1.4.2    Incorporation into Exhibit A of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer and Boeing (Customer Configuration Changes);
		

		
			 
		

		
			4.1.4.3    Revisions to the Supplemental Exhibit BFE1 to reflect the selection dates and on-dock dates of BFE;
		

		
			 
		

		
			4.1.4.4    Changes to the Optional Features Prices and Aircraft Basic Price to adjust for the difference, if any, between the prices estimated in Table 1 of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes.  [*].
		

		
			 
		

		
			4.2    The configuration for the 737-9 Aircraft under the terms of the Purchase Agreement excludes the installation of auxiliary fuel tanks, because such installation may delay delivery of the 737-9 Aircraft by up to three months.
		

		
			 
		

		
			5.       Customer Support Variables.
		

		
			 
		

		
			5.1    The initial customer support package contained in Supplemental Exhibit CS1 to the Purchase Agreement is predicated upon the 737NG customer support package.  Boeing intends to further refine the post delivery support package for the 737 MAX and will provide this revised package to Customer no later than [*] prior to the first month of the scheduled [*] of the first Aircraft.  The provision of such revised Supplemental Exhibit CS1 will constitute an amendment to the Purchase Agreement 
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208087R1


					

					

						 


					

					

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			and will provide the Customer, in aggregate, an overall Boeing post delivery support package that is equivalent to, or better than, the Supplemental Exhibit CS1 included in the Purchase Agreement as of the date of this Letter Agreement.
		

		
			 
		

		
			5.2     [*]
		

		
			 
		

		
			6.       [*]
		

		
			 
		

		
			7.      Aircraft Software Loading.  
		

		
			 
		

		
			7.1    As of the time of signing the Purchase Agreement, Boeing does not have a plan to modify the method for loading software to the Aircraft (e.g. similar to 787 e-enabling or an alternative method). 
		

		
			 
		

		
			7.2   [*] 
		

		
			 
		

		
			7.3   [*]  
		

		
			 
		

		
			8.     Other Letter Agreements. Boeing and Customer acknowledge that as Boeing refines the definition of the Aircraft and associated production processes, there may be a need to execute letter agreements addressing one or more of the following: 
		

		
			 
		

		
			8.1    Software.  Additional provisions relating to software and software loading.
		

		
			 
		

		
			8.2    Seller Purchased Equipment (SPE) and/or In-Flight Entertainment (IFE).  Provisions relating to the terms under which Boeing may offer or install SPE in the Aircraft.
		

		
			 
		

		
			8.3    Buyer Furnished Equipment (BFE).  Provisions relating to the terms under which Boeing may install and certify Customer’s BFE in the Aircraft.
		

		
			 
		

		
			9.       Confidential Treatment.
		

		
			 
		

		
			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 9) without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors 
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208087R1


					

					

						 


					

					

						SA-4 


				
	

					

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			Enclosure 10

		


		

			 

		


			

					

						


					

					

						 


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			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 9.  Customer shall be fully responsible to Boeing for compliance with such obligations.  
		

		
			 
		

		
			 
		

		
			Very truly yours,
		

		
			 
		

			
					
						THE BOEING COMPANY

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Jon W. Lewis

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Date:

					
					
						December 11, 2015

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Grant Levy

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Executive Vice President

					
					
						 

				



		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208087R1


					

					

						 


					

					

						SA-4 


				
	

					

						Open Matters for 737-8 and 737-9 Aircraft


					

					

						 


					

					

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			Enclosure 11

		


		

			 

		


			

					

						


					

					

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


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			HAZ-PA-03791-LA-1208090R1
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
		

		
			 
		

		
			Subject:        Special Matters
		

		
			 
		

		
			Reference:    Purchase Agreement No. PA-03791 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft)
		

		
			 
		

		
			This letter agreement (Letter Agreement) cancels and supersedes all previous versions with an acceptance date prior to the acceptance date indicated below 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.
		

		
			 
		

		
			1.        Credit Memoranda. In consideration of Customer’s purchase of the Aircraft, at the time of delivery of each such Aircraft or 737-9 [*], unless otherwise noted, Boeing will provide to Customer the following credit memoranda:
		

		
			 
		

		
			1.1   Basic Credit Memorandum.  Boeing will issue to Customer a basic credit memorandum (Basic Credit Memorandum) at delivery of each Aircraft or 737-9 [*] in an amount shown in the table immediately below for the respective minor model and base year.  
		

		
			 
		

			
					
						 

					
					
						 

					
						 

					
					
						 

					
						 

					
						 

				
	
					
						Basic Credit Memorandum

				
	
					
						Model Type

					
					
						Block A and Block B
Aircraft
[*]

					
					
						Block C

					
						Aircraft

					
						[*]

				
	
					
						737-8 Aircraft

					
					
						[*]

					
					
						[*]

				
	
					
						737-9 Aircraft

					
					
						[*]

					
					
						-

				
	
					
						737-9 [*]

					
					
						[*]

					
					
						-

				



		
			 
		

		
			1.2    Leasing Credit Memorandum.  Customer expressly intends to lease the Aircraft and 737‐9 [*] to a third party or parties (Lessee or Lessees) who are in the commercial airline business as aircraft operators.  As an additional consideration and incentive for entering into a lease for the Aircraft and 737‐9 [*] prior to delivery of each 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208090R1


					

					

						 


					

					

						SA-4 


				
	

					

						Special Matters


					

					

						 


					

					

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			Enclosure 11

		


		

			 

		


			

					

						


					

					

						 


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			such Aircraft or 737‐9 [*], Boeing will issue to Customer a leasing credit memorandum (Leasing Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft or 737‐9 [*] minor model [*].  Customer will not be permitted to assign this Leasing Credit Memorandum without the prior written consent of Boeing.
		

		
			 
		

			
					
						Leasing Credit Memorandum

				
	
					
						Model Type

					
					
						Block A and Block B Aircraft

					
						[*]

					
					
						Block C

					
						Aircraft

					
						[*]

				
	
					
						737-8 Aircraft

					
					
						[*]

					
					
						[*]

				
	
					
						737-9 Aircraft

					
					
						[*]

					
					
						[*]

				
	
					
						737-9 [*]

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			1.3    [*]
		

		
			 
		

		
			1.4    [*]
		

		
			 
		

		
			1.5    [*]
		

		
			 
		

		
			1.6    [*]
		

		
			 
		

		
			1.7    [*] 
		

		
			 
		

		
			1.8    [*]
		

		
			 
		

		
			1.9    [*]
		

		
			 
		

		
			1.10  [*]
		

		
			 
		

		
			1.11  [*]
		

		
			 
		

		
			2.        Escalation of Credit Memoranda. Unless otherwise noted, the amounts of the Credit Memoranda stated in [*] will be escalated [*] to the scheduled month of the respective Aircraft or 737‐9 [*] delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to such Aircraft or 737‐9 [*].  The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or 737‐9 [*] 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.        [*]
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

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			4.        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 4) 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 4.  Customer shall be fully responsible to Boeing for compliance with such obligations.  
		

		
			 
		

		
			Very truly yours,
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						THE BOEING COMPANY

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Jon W. Lewis

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Date:

					
					
						December 11, 2015

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Grant Levy

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Executive Vice President

					
					
						 

				



		
			 
		

		
			 
		


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208090R1


					

					

						 


					

					

						SA-4 


				
	

					

						Special Matters


					

					

						 


					

					

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