al_Ex10_4



		

			 

		





		
			EXHIBIT 10.4
		

		
			Confidential Treatment
		

		
			Requested Pursuant to Rule 24b-2
		

		
			Supplemental Agreement No. 14
		

		
			to
		

		
			Purchase Agreement No. 03791
		

		
			between
		

		
			THE BOEING COMPANY
		

		
			and
		

		
			AIR LEASE CORPORATION
		

		
			THIS SUPPLEMENTAL AGREEMENT is entered into as of July 31,  2017 (Supplemental Agreement No. 14)  by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).
		

		
			All terms used but not defined in this Supplemental Agreement No. 14 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 include the addition of seven (7) incremental 737-8 aircraft [*]  (Block E Aircraft).
		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to include the addition of five (5) incremental 737-7 aircraft [*]  (Block F Aircraft).
		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*]; and
		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*]; and
		

		
			WHEREAS, Boeing and Customer have agreed to [*]; and
		

		
			WHEREAS, Boeing and Customer have agreed to [*]; and
		

		
			WHEREAS, [*]; and
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						1


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			 

		





		

		
			WHEREAS, [*]; and
		

		
			WHEREAS, [*]; and
		

		
			WHEREAS, Customer agrees that the signing of this Supplemental Agreement No. 14 will occur concurrently with the signing of Supplemental Agreement No. 9 to Purchase Agreement No. 3659.
		

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

		
			1.   Table of Contents.
		

		
			The Table of Contents 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. 14.
		

		
			2.   TABLES.
		

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

		
			b.   A new Table 1E is provided hereto as Enclosure 3 and incorporated into the Purchase Agreement by this reference.  This new Table 1E [*].
		

		
			c.   A new Table 1F is provided hereto as Enclosure 4 and incorporated into the Purchase Agreement by this reference.  This new Table 1F [*].
		

		
			3.   LETTER AGREEMENTS.
		

		
			a.   Letter Agreement HAZ-PA-03791-LA-1208078R3 titled Advance Payment Matters is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208078R4 provided hereto as Enclosure 5 and incorporated into the Purchase Agreement by this reference.  This revised letter agreement incorporates the Block E Aircraft and Block F Aircraft.
		

		
			b.   Letter Agreement HAZ-PA-03791-LA-1208079 titled [*] is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208079R1 provided hereto as Enclosure 6 and incorporated into the Purchase Agreement by this reference.  This revised letter agreement [*].
		

		
			c.   Letter Agreement HAZ-PA-03791-LA-1208083R2 titled [*] is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208083R3 provided hereto as Enclosure 7 and incorporated into the Purchase Agreement by this reference.  This revised letter agreement incorporates the Block E Aircraft and Block F Aircraft [*].
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						2


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			 

		





		

		
			d.   Letter Agreement HAZ-PA-03791-LA-1208090R5 titled Special Matters is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208090R6, with a new title Special Matters for 737-8 and 737-9 Aircraft provided hereto as Enclosure 8 and incorporated into the Purchase Agreement by this reference.  This new letter agreement provides terms and considerations for the Block E Aircraft and [*].
		

		
			e.   A new Letter Agreement HAZ-PA-03791-LA-1701714 titled Special Matters for 737-7 Aircraft is provided hereto as Enclosure 9 and incorporated into the Purchase Agreement by this reference.  This new letter agreement provides [*].
		

		
			f.   A new Letter Agreement HAZ-PA-03791-LA-1704831 titled Special Matters [*] is provided hereto as Enclosure 10 and incorporated into the Purchase Agreement by this reference.  This new letter agreement provides [*].
		

		
			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. 14 expires if not executed by July 31, 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/ John L. Plueger

				
	
					
						 

					
					
						 

				
	
					
						Its: Attorney-In-Fact

					
					
						Its: CEO

				
	
					
						 

					
					
						 

				
	
					
						Attachments

					
					
						 

				



		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		



		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						3


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						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-11

				
	
					
						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-14


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 1

		


		

			TABLE OF CONTENTS

		




	
					
						

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						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

				



		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						ii


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

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			Enclosure 2
		

		
			 
		

		
			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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						1

					
					
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						[*]

				




		 


		

			 

		


			

					

						HAZ-PA-03791 60521, 63035


					

					

						 


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						Page 1 of 4


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			 

		




	

      

        

         

      


    	

      

         

      


    	

      

        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

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	
					
						

					
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						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				




		 


		

			 

		


			

					

						HAZ-PA-03791 60521, 63035


					

					

						 


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						Page 2 of 4


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			 

		




	

      

        

         

      


    	

      

         

      


    	

      

        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

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    	

      

        [*]

      


    
	
					
						

					
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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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						2

					
					
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						3

					
					
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						2

					
					
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						[*]

					
					
						3

					
					
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						[*]

					
					
						2

					
					
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						[*]

					
					
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						[*]

					
					
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						[*]

					
					
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						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				




		 


		

			 

		


			

					

						HAZ-PA-03791 60521, 63035


					

					

						 


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						Page 3 of 4


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			 

		




	

      

        

         

      


    	

      

         

      


    	

      

        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

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
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						[*]

					
					
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						[*]

				
	
					
						[*]

					
					
						1

					
					
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						1

					
					
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						[*]

					
					
						2

					
					
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						1

					
					
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						[*]

					
					
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						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
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						1

					
					
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						1

					
					
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						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Total:

					
					
						82

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		
			 
		

		
			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-03791 60521, 63035


					

					

						 


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						Page 4 of 4


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			 

		


		

			 

		





		

		
			Enclosure 3
		

		
			 
		

		
			Table 1E To
		

		
			Purchase Agreement No. PA-03791
		

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

		
			 
		

			
					
						

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Model/MTOW:

					
					
						737-8

					
					
						 

					
					
						181,200 pounds

					
					
						  

					
					
						Detail Specification:

					
					
						  

					
					
						D019A008-N (6/10/2016)

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						CFMLEAP-1B25

					
					
						 

					
					
						25,000 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:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Deposit per Aircraft:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

			
					
						 

					
					
						 

					
					
						Manufacturer

					
					
						Escalation

					
					
						 

					
					
						 

					
					
						Escalation Estimate

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

				
	
					
						Delivery

					
					
						Number of 

					
					
						Serial

					
					
						Factor

					
					
						Lessee

					
					
						P.A.

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						No.

					
					
						(Airframe)

					
					
						 

					
					
						Exhibit A

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Total:

					
					
						7

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		
			 
		

		
			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-03791 104528-1F.TXT


					

					

						 


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						Page 1


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			 

		


		

			 

		





		

		
			Enclosure 4
		

		
			 
		

		
			Table 1F To
		

		
			Purchase Agreement No. PA-03791
		

		
			737-7 Block F [*] Aircraft Delivery, Description, Price and Advance Payments
		

		
			 
		

			
					
						

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Model/MTOW:

					
					
						737-7

					
					
						 

					
					
						145,000 pounds

					
					
						  

					
					
						Detail Specification:

					
					
						  

					
					
						D019A008-N (6/10/2016)

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						CFMLEAP-1B21

					
					
						 

					
					
						23,000 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:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Deposit per Aircraft:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

			
					
						 

					
					
						 

					
					
						Manufacturer

					
					
						Escalation

					
					
						 

					
					
						 

					
					
						Escalation Estimate

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

				
	
					
						Delivery

					
					
						Number of

					
					
						Serial

					
					
						Factor

					
					
						Lessee

					
					
						P.A.

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						No.

					
					
						(Airframe)

					
					
						 

					
					
						Exhibit A

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Total:

					
					
						5

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		
			 
		

		
			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-03791 101124-1F.TXT


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791 101124-1F.TXT


					

					

						 


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						Page 1


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 5

		


		

			 

		


			

					

						


					

					

						The Boeing Company


					

						P.O. Box 3707


					

						Seattle, WA  98124‐2207


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			 
		

		
			HAZ-PA-03791-LA-1208078R4
		

		
			 
		

		
			 
		

		
			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.          [*]
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						Page 1


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 5

		


		

			

		


		

			 

		





		

		
			4.          [*]
		

		
			 
		

		
			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.
		

		
			 
		

		
			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/ James E. Carpenter

					
					
						 

				



		
			 
		

		
			 
		

		


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

		
			 
		

		
			
		

		



		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208078R4


					

					

						 


					

					

						SA-14


				
	

					

						Advance Payment Matters


					

					

						 


					

					

						Page 2


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 5

		


		

			

		


		

			 

		




	
					
						

					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						July 31, 2017

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ John L. Plueger

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						CEO

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208078R4


					

					

						 


					

					

						SA-14


				
	

					

						Advance Payment Matters


					

					

						 


					

					

						Page 3


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 6

		


		

			 

		


			

					

						 


					

					

						 


					

						‐2207


					

						 


				
	

					

						


					

					

						The Boeing Company


					

						P.O. Box 3707


					

						Seattle, WA  98124‐2207


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			HAZ-PA-03791-LA-1208079R1
		

		
			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 737-7, 737-8 and 737-9 aircraft
		

		
			This letter agreement (Letter Agreement) 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.          [*]
		

		
			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’s taking title to the Aircraft at the time of delivery and leasing 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.
		

		
			
		

		
			


		 


		

			 

		


			

					

						


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208079R1


					

					

						 


					

					

						SA-14


				
	

					

						[*]


					

					

						 


					

					

						Page 1


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 6

		


			

					

						


					

					

						 


					

						‐2207


					

						 


				
	

					

						


					

					

						 


				




		

			 

		





		

		
			8.          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 8) without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 8.  Customer shall be fully responsible to Boeing for compliance with such obligations.
		

		
			Very truly yours,
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						THE BOEING COMPANY

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ James E. Carpenter

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						July 31, 2017

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ John L. Plueger

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						CEO

					
					
						 

				



		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208079R1


					

					

						 


					

					

						SA-14


				
	

					

						[*]


					

					

						 


					

					

						Page 2


				
	

					

						 


					

					

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			Enclosure 6

		


			

					

						 


					

					

						 


				




		

			 

		





		

		
			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

					
					
						 

					
					
						194,700 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:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-0379159874, 65354


					

					

						 


					

					

						SA-4


				
	

					

						 


					

					

						 


					

					

						Page 1 of 1


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 6

		


			

					

						 


					

					

						 


				




		

			 

		





		

		
			Attachment B
		

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

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

		
			 
		

			
					
						

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Model/MTOW:

					
					
						737-8

					
					
						 

					
					
						181200 pounds

					
					
						  

					
					
						Detail Specification:

					
					
						  

					
					
						D019A008-N (6/10/2016)

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						CFM-LEAP-1B25

					
					
						 

					
					
						25000 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:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-0379159874, 65354


					

					

						 


					

					

						SA-13


				
	

					

						 


					

					

						 


					

					

						Page 1 of 1


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 7

		


		

			 

		


			

					

						 


					

					

						 


					

						 


					

						 


				
	

					

						


					

					

						The Boeing Company


					

						P.O. Box 3707


					

						Seattle, WA 98124-2207


				




		

			 

		





		

		
			HAZ-PA-03791-LA-1208083R3
		

		
			 
		

		
			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.
		

		
			 
		

		
			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
		

		
			 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						Page 1


				
	

					

						 


					

					

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			Enclosure 7

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			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/ James E. Carpenter

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Date:

					
					
						July 31, 2017

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ John L. Plueger

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Its

					
					
						CEO

					
					
						 

				



		
			 
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208083R3


					

					

						 


					

					

						SA-14


				
	

					

						[*]


					

					

						 


					

					

						Page 2


				
	

					

						 


					

					

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			Enclosure 7

		


		

			 

		





		

		
			Attachment A to Letter Agreement HAZ-PA-03791-LA-1208083R3
		

		
			 
		

		
			[*]
		

		
			 
		

		
			[*]
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208083R3


					

					

						 


					

					

						SA-14


				
	

					

						[*]


					

					

						 


					

					

						Attachment A Page 1


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 7

		


		

			 

		





		

		
			Attachment B to Letter Agreement HAZ-PA-03791-LA-1208083R3
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
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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-1208083R3


					

					

						 


					

					

						SA-14


				
	

					

						[*]


					

					

						 


					

					

						Attachment B Page 1


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 7

		


		

			 

		




	
					
						

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
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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-1208083R3


					

					

						 


					

					

						SA-14


				
	

					

						[*]


					

					

						 


					

					

						Attachment B Page 2


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 7

		


		

			 

		




	
					
						

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
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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-1208083R3


					

					

						 


					

					

						SA-14


				
	

					

						[*]


					

					

						 


					

					

						Attachment B Page 3


				
	

					

						 


					

					

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			Enclosure 8

		


		

			 

		


			

					

						


					

					

						The Boeing Company


					

						P.O. Box 3707


					

						Seattle, WA  98124‐2207


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			HAZ-PA-03791-LA-1208090R6
		

		
			 
		

		
			Air Lease Corporation
		

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

		
			 
		

		
			Subject:         Special 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.
		

		
			 
		

		
			1.                    Credit Memoranda. In consideration of Customer’s purchase of the Aircraft, at the time of delivery of each such Aircraft or [*], 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 [*] in an amount shown in the table immediately below for the respective minor model [*].
		

		
			 
		

			
					
						Basic Credit Memorandum

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Model Type

					
					
						 

				
	
					
						Aircraft Block

					
					
						[*]

					
					
						737-8 Aircraft

					
					
						737-9 Aircraft

					
					
						737-9 [*]

					
					
						737-8 [*]

				
	
					
						Block A

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block B

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block C

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block D

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block E

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						Page 1


				
	

					

						 


					

					

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			Enclosure 8

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			1.2       Leasing Credit Memorandum.  Customer expressly intends to lease the Aircraft and [*] 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 [*] prior to delivery of each such Aircraft or [*], 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 [*] minor model and [*].  Customer will not be permitted to assign this Leasing Credit Memorandum without the prior written consent of Boeing.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Leasing Credit Memorandum

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Model Type

					
					
						 

				
	
					
						Aircraft Block

					
					
						[*]

					
					
						737-8 Aircraft

					
					
						737-9 Aircraft

					
					
						737-9 [*]

					
					
						737-8 [*]

				
	
					
						Block A

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block B

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block C

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block D

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block E

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			1.3       [*]
		

		
			 
		

		
			1.4       [*]
		

		
			 
		

		
			1.5       [*]
		

		
			 
		

		
			1.6       [*]
		

		
			 
		

		
			1.7       [*]
		

		
			 
		

		
			1.8       [*]
		

		
			 
		

		
			1.9       [*]
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208090R6


					

					

						 


					

					

						SA-14


				
	

					

						Special Matters


					

					

						 


					

					

						Page 2


				
	

					

						 


					

					

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			Enclosure 8

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			1.10     [*]
		

		
			 
		

		
			1.11     [*]
		

		
			 
		

		
			1.12     [*]
		

		
			 
		

		
			1.13     [*]
		

		
			 
		

		
			1.14     [*]
		

		
			 
		

		
			1.15     [*]
		

		
			 
		

		
			1.16     [*]
		

		
			 
		

		
			1.17     [*]
		

		
			 
		

		
			1.18     [*]
		

		
			 
		

		
			1.19     [*]
		

		
			 
		

		
			1.20     [*]
		

		
			 
		

		
			1.21     [*]
		

		
			 
		

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

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208090R6


					

					

						 


					

					

						SA-14


				
	

					

						Special Matters


					

					

						 


					

					

						Page 3


				
	

					

						 


					

					

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			Enclosure 8

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			purchase of other Boeing goods and services (but shall not be applied to advance payments).
		

		
			 
		

		
			3.                     Assignment.
		

		
			 
		

		
			Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Aircraft and [*] at time of delivery and leasing the Aircraft and [*].  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
		

		
			 
		

		
			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.
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208090R6


					

					

						 


					

					

						SA-14


				
	

					

						Special Matters


					

					

						 


					

					

						Page 4


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 8

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			Very truly yours,
		

		
			 
		

			
					
						THE BOEING COMPANY

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ James E. Carpenter

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Date:

					
					
						July 31, 2017

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ John L. Plueger

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Its

					
					
						CEO

					
					
						 

				



		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208090R6


					

					

						 


					

					

						SA-14


				
	

					

						Special Matters


					

					

						 


					

					

						Page 5


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 9

		


		

			 

		


			

					

						


					

					

						The Boeing Company


					

						P.O. Box 3707


					

						Seattle, WA  98124‐2207


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			HAZ-PA-03791-LA-1701714
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, CA 90067
		

		
			 
		

		
			Subject:          Special Matters for 737-7 Aircraft (Block F)
		

		
			 
		

		
			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
		

		
			 
		

		
			This letter agreement (Letter Agreement) 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 five (5) 737-7 Aircraft (Block F), at the time of delivery of each Block F Aircraft, 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 Block F Aircraft in the amount of [*].
		

		
			 
		

		
			1.2       Leasing Credit Memorandum.  Customer expressly intends to lease the Block F Aircraft 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 Block F Aircraft prior to delivery of each Block F Aircraft, Boeing will issue to Customer a leasing credit memorandum (Leasing Credit Memorandum) in the amount of [*].  Customer will not be permitted to assign this Leasing Credit Memorandum without the prior written consent of Boeing.
		

		
			 
		

		
			1.3       [*]
		

		
			 
		

		
			1.4       [*]
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						SA-14


				
	

					

						 


					

					

						 


					

					

						Page 1


				
	

					

						 


					

					

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			Enclosure 9

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			1.5       [*]
		

		
			 
		

		
			1.6       [*]
		

		
			 
		

		
			2.         Escalation of Credit Memoranda.
		

		
			 
		

		
			Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs [*] will be escalated from the base year indicated [*] to the scheduled month of the respective Block F Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to such Block F Aircraft.  The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Block F Aircraft at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance payments).
		

		
			 
		

		
			3.         Assignment.
		

		
			 
		

		
			Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Block F Aircraft at time of delivery and leasing the Block F Aircraft.  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
		

		
			 
		

		
			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.
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1701714


					

					

						 


					

					

						SA-14


				
	

					

						Special Matters for 737-7 Aircraft


					

					

						 


					

					

						Page 2


				
	

					

						 


					

					

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			Enclosure 9

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			Very truly yours,
		

		
			 
		

			
					
						THE BOEING COMPANY

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ James E. Carpenter

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Date:

					
					
						July 31, 2017

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ John L. Plueger

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Its

					
					
						CEO

					
					
						 

				



		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1701714


					

					

						 


					

					

						SA-14


				
	

					

						Special Matters for 737-7 Aircraft


					

					

						 


					

					

						Page 3


				
	

					

						 


					

					

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			Enclosure 10

		


		

			 

		


			

					

						


					

					

						The Boeing Company


					

						P.O. Box 3707


					

						Seattle, WA  98124‐2207


				
	

					

						 


					

					

						 


				




		

			 

		





		

		
			HAZ-PA-03791-LA-1704831
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, CA 90067
		

		
			 
		

		
			Subject:          Special Matters Relating to [*]
		

		
			 
		

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

		
			 
		

		
			1.         [*]
		

		
			 
		

		
			2.         Assignment.
		

		
			 
		

		
			Unless otherwise noted herein, the considerations described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer taking title to the Aircraft at time of delivery and becoming the owner of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
		

		
			 
		

		
			3.         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 3) 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 3.  Customer shall be fully responsible to Boeing for compliance with such obligations.
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						 


				




		

			 

		


			

					

						Special Matters Relating to [*]


					

					

						 


					

					

						SA-14


				
	

					

						HAZ-PA-03791-LA-1704831


					

					

						 


					

					

						Page 1


				
	

					

						 


					

					

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			Enclosure 10

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			Very truly yours,
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						THE BOEING COMPANY

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ James E. Carpenter

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-In-Fact

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Date:

					
					
						July 31, 2017

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ John L. Plueger

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Its

					
					
						CEO

					
					
						 

				



		
			 
		

		


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

		
			 
		


		 


			

					

						 


					

					

						 


					

					

						 


				




		

			 

		


			

					

						Special Matters Relating to [*]


					

					

						 


					

					

						SA-14


				
	

					

						HAZ-PA-03791-LA-1704831


					

					

						 


					

					

						Page 2


				
	

					

						 


					

					

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