al_Ex10_5


		
			EXHIBIT 10.5
		

		
			 
		

		
			Confidential Treatment
		

		
			Requested Pursuant to Rule 24b-2
		

		
			 
		

		
			 
		

		
			Supplemental Agreement No. 15
		

		
			 
		

		
			to
		

		
			 
		

		
			Purchase Agreement No. 03791
		

		
			 
		

		
			between
		

		
			 
		

		
			THE BOEING COMPANY
		

		
			 
		

		
			and
		

		
			 
		

		
			AIR LEASE CORPORATION
		

		
			 
		

		
			THIS SUPPLEMENTAL AGREEMENT is entered into as of August 18, 2017 (Supplemental Agreement No. 15) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).
		

		
			 
		

		
			All terms used but not defined in this Supplemental Agreement No. 15 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 [*].  
		

		
			 
		

		
			[*]
		

		
			 
		

		
			WHEREAS, Customer acknowledges [*]; and
		

		
			 
		

		
			WHEREAS, Customer has agreed [*].
		

		
			 
		

		
			WHEREAS, Customer and Boeing have agreed to responsibilities pertaining to [*].
		

		
			 
		

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

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						1


					

					

						SA-15


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

		
			1.          Table of Contents.
		

		
			 
		

		
			The Table of Contents is deleted in its entirety, replaced by a new Table of Contents provided hereto as Enclosure 1  and incorporated into the Purchase Agreement by this reference.  The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 15.
		

		
			 
		

		
			2.          TABLES
		

		
			 
		

		
			Table 1B is deleted in its entirety, replaced by a revised Table 1B provided hereto as Enclosure 2 and incorporated into the Purchase Agreement by this reference.  This new Table 1B reflects the [*].
		

		
			 
		

		
			3.          LETTER AGREEMENTS.
		

		
			 
		

		
			A new Letter Agreement HAZ-PA-03791-LA-1704362 titled [*] is provided hereto as Enclosure 3 and incorporated into the Purchase Agreement by this reference.
		

		
			 
		

		
			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.  The terms of this Supplemental Agreement No. 15 expires if not executed by August 18, 2017.
		

		
			 
		

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

		
			 
		

			
					
						THE BOEING COMPANY

					
					
						AIR LEASE CORPORATION

				
	
					
						 

					
					
						 

				
	
					
						By: /s/ James E. Carpenter

					
					
						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


					

					

						2


					

					

						SA-15


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 1

		


		

			 

		





		

		
			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-14

				
	
					
						1B

					
					
						737-9 Block B Aircraft Information Table [*]

					
					
						SA-15

				
	
					
						1C

					
					
						737-8 Block C Aircraft Information Table [*]

					
					
						SA-5

				
	
					
						1D

					
					
						737-8 Block D Aircraft Information Table [*]

					
					
						SA-12

				
	
					
						1E

					
					
						737-8 Block E Aircraft Information Table  [*]

					
					
						SA-14

				
	
					
						1F

					
					
						737-7 Block F Aircraft Information Table  [*]

					
					
						SA-14

				
	
					
						 

				
	
					
						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 

					
					
						SA-9

				
	
					
						CS1

					
					
						Customer Support Variables

					
					
						 

				
	
					
						EE1

					
					
						[*], Engine Warranty and Patent Indemnity

					
					
						 

				
	
					
						SLP1

					
					
						Service Life Policy Components

					
					
						 

				
	
					
						 

				
	
					
						LETTER AGREEMENTS

				
	
					
						LA-1208077

					
					
						AGTA Matters

					
					
						 

				
	
					
						LA-1208078R4

					
					
						Advance Payment Matters

					
					
						SA-14

				
	
					
						LA-1208079R1

					
					
						[*]

					
					
						SA-14

				
	
					
						LA-1208080

					
					
						Assignment of Customer’s Interest to a Subsidiary or Affiliate

					
					
						 

				
	
					
						LA-1208081

					
					
						Other Matters

					
					
						 

				
	
					
						LA-1208082

					
					
						Demonstration Flight Waiver

					
					
						 

				
	
					
						LA-1208083R3

					
					
						[*]

					
					
						SA-14

				
	
					
						LA-1208084

					
					
						Leasing Matters

					
					
						 

				
	
					
						LA-1208085

					
					
						Liquidated Damages for Non-Excusable Delay

					
					
						 

				
	
					
						LA-1208086

					
					
						Loading of Customer Software

					
					
						 

				



		
			 
		

		


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

		



		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						i


					

					

						SA-15


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 1

		


		

			 

		




	
					
						

					
						LA-1208087R1

					
					
						Open Matters for 737-8 and 737-9 Aircraft

					
					
						SA-4

				
	
					
						LA-1208088

					
					
						Performance Matters

					
					
						 

				
	
					
						LA-1208089R1

					
					
						[*]

					
					
						SA-4

				
	
					
						LA-1208090R6

					
					
						Special Matters for 737-8 and 737-9 Aircraft

					
					
						SA-14

				
	
					
						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

				
	
					
						LA-1701519

					
					
						Special Matters Related to [*]

					
					
						SA-10

				
	
					
						LA-1701714

					
					
						Special Matters for 737-7 Aircraft

					
					
						SA-14

				
	
					
						LA-1704831

					
					
						Special Matters Relating to [*]

					
					
						SA-14

				
	
					
						LA-1704362

					
					
						[*]

					
					
						SA-15

				



		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						ii


					

					

						SA-15


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 2

		


		

			 

		





		

		
			Table 1B
		

		
			to Purchase Agrement 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

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2019

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				




		 


		

			 

		


			

					

						HAZ-PA-0379160522-1F.TXT


					

					

						 


					

					

						SA-15


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						Page 1 of 2


				




		

			 

		





 



		

			Enclosure 2

		


		

			 

		




	

      

         

      


    	

      

         

      


    	

      

        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

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Total:

					
					
						22

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		
			 
		

		
			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.
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-0379160522-1F.TXT


					

					

						 


					

					

						SA-15


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

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						The Boeing Company


					

						P.O. Box 3707


					

						Seattle, WA  98124‐2207


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			HAZ-PA-03791-LA-1704362
		

		
			 
		

		
			 
		

		
			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 737-9 aircraft (Aircraft)
		

		
			 
		

		
			This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
		

		
			 
		

		
			Customer has requested and Boeing has agreed to deliver the Aircraft [*]. 
		

		
			 
		

		
			 
		

		
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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-1704362


					

					

						 


					

					

						 


				
	

					

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			7.          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 purchasing the Aircraft.  Customer can assign its rights and obligations as described in this Letter Agreement to the Lessee but not to any other person or entity, in whole or in part, without the prior written consent of Boeing.   
		

		
			 
		

		
			8.          Confidential Treatment.
		

		
			 
		

		
			Customer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential.  Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity, except as may be required by applicable law or governmental regulations, in which case Customer will request and use its best reasonable efforts to obtain confidential treatment of this Letter Agreement and the information contained herein. 
		

		
			 
		

		
			 
		

		
			 
		

		
			Very truly yours,
		

		
			 
		

			
					
						THE BOEING COMPANY

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ James E. Carpenter

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-In-Fact

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Date:

					
					
						August 18, 2017

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Air Lease Corporation.

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Grant Levy

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Executive Vice President

					
					
						 

				



		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1704362


					

					

						 


					

					

						 


				
	

					

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			Attachment A
		

		
			 
		

		
			 
		

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

		
			
		

		
			


		 


		

			 

		





 



		

			 

		





		

		
			Attachment A
		

		
			 
		

		
			
		

		
			


		 


		

			 

		





 



		

			 

		





		

		
			Attachment B
		

		
			 
		

		
			 
		

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

		
			
		

		
			


		 


		

			 

		





 



		

			 

		





		

		
			Attachment C
		

		
			 
		

		
			 
		

		
			[*]
		

		
			 
		

		


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