exv10w32






EXHIBIT 10.32




CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 406




Supplemental Agreement No. 1



to



Purchase Agreement No. 03524



between



THE BOEING COMPANY



and



AIR LEASE CORPORATION


THIS SUPPLEMENTAL AGREEMENT is entered into as of June 30, 2011 (Supplemental Agreement No. 1) by
and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer);




     WHEREAS, Boeing and Customer have entered into Purchase Agreement No. 03524 dated as of
September 30, 2010 (Purchase Agreement) relating to the purchase and sale of Model 737-800 aircraft
(Aircraft);



     WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to reflect Boeing’s offer
and Customer’s agreement to purchase an additional eighteen (18) Aircraft in [*] and
designate such incremental eighteen (18) Aircraft as Block B Aircraft (the Block B Aircraft);



     WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to designate the first
sixty (60) Aircraft in [*] as Block A Aircraft (the Block A Aircraft). The Block A Aircraft
and Block B Aircraft, collectively, are defined as the Aircraft as the context dictates;



     WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify the
configuration of the Block A Aircraft in [*] (Exhibit A1) and the configuration of the Block
B Aircraft in [*] (Exhibit A2) and the affect of such configurations on the Optional Features
Price, Aircraft Basic Price and Advance Payment Base Price for each such Aircraft;



     WHEREAS, [*];



     WHEREAS, [*];



     WHEREAS, [*];



     WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to revise Letter Agreement
LSQ-PA-03524-LA-1001395, Advance





 




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




 









 









Payment Matters to include additional terms applicable to
Advance Payments for the Block B Aircraft;




     WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to revise Letter Agreement
LSQ-PA-03524-LA-1001396, Special Escalation and Letter Agreement LSQ-PA-03524-1001404,
Special Matters, to limit the applicability of such Letter Agreements to Block A Aircraft
only;



     WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to revise Letter Agreement
LSQ-PA-03524-LA-1001398, Liquidated Damages — Non-Excusable Delay to include additional
terms applicable to Liquidated Damages for the Block B Aircraft;



     WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to remove Letter Agreement
No. LSQ-PA-03524-LA-1001400, Open Configuration Matters;



     WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to add Letter Agreement
No. LSQ-PA-03524-LA-1104952 [*];



     WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to add Letter Agreement
No. LSQ-PA-03524-LA-1104956 Special Matters — Block B Aircraft, to include the business
considerations related to the addition of the incremental Block B Aircraft; and



     WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to add Letter Agreement
No. LSQ-PA-03524-LA-1104959 [*].



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


1. Table of Contents.




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


2. Table 1, Aircraft Information Table.




     (a) Table 1 to Purchase Agreement No. 3524, Aircraft Delivery, Description, Price and
Advance Payments is deleted in its entirety and is replaced by Table 1A to Purchase
Agreement No. 3524, Aircraft Information Table — Model 737-8LH Aircraft (Block A Aircraft) and
Table 1B to Purchase Agreement No. 3524, Aircraft Information Table — Model 737-8LH Aircraft (Block B
Aircraft), collectively, Table 1 as the context dictates.



     (b) Table 1A to Purchase Agreement No. 3524, Aircraft Information Table — Model 737-8LH
Aircraft (Block A Aircraft), attached as Enclosure 2 to this Supplemental Agreement No. 1,
reflects (i) the identification of Exhibit A1 as the configuration for the Block A Aircraft and the
affect of such configuration on the





 




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





					
	 	 	 	 	 
	P.A. No. 03524
	 	2
	 	SA-1






BOEING PROPRIETARY

















 








Optional Features Price, Aircraft Basic Price, and Advance
Payment Base Price for such Block A Aircraft (ii) [*], (iii) [*], and (iv) [*].



     (c) Table 1B to Purchase Agreement No. 3524, Aircraft Information Table — Model 737-8LH
Aircraft (Block B Aircraft), attached as Enclosure 3 to this Supplemental Agreement No. 1, is
added to the Purchase Agreement and reflects the addition of the Block B Aircraft to the Purchase
Agreement in [*].


3. Exhibits and Supplemental Exhibits.




     (a) Exhibit A, “Aircraft Configuration” is deleted in its entirety and replaced with Exhibit
A1, 737-8LH Aircraft Configuration [*] attached as Enclosure 4 to this Supplemental Agreement
No. 1.



     (b) Add Exhibit A2, 737-8LH Aircraft Configuration [*] attached as Enclosure 5 to this
Supplemental Agreement No. 1.



     (c) Supplemental Exhibit BFE1, BFE Variables, is deleted in its entirety and replaced
with a revised Supplemental Exhibit BFE1-R1, BFE Variables, attached as Enclosure 6 to this
Supplemental Agreement No. 1, which reflects the addition of the BFE on dock dates for the Block B
Aircraft.


4. Letter Agreements.




     (a) Letter Agreement, LSQ-PA-03524-LA-1001393, [*], is deleted in its entirety.



     (b) Letter Agreement, LSQ-PA-03524-LA-1001395, Advance Payment Matters, is revised to
include terms applicable to Block B Aircraft. Revised Letter Agreement LSQ-PA-03524-LA-1001395R1,
Advance Payment Matters, is included as Enclosure 7 to this Supplemental Agreement No. 1.



     (c) Letter Agreement, LSQ-PA-03524-LA-1001396, Special Escalation, is revised to limit
applicability to Block A Aircraft only. Revised Letter Agreement LSQ-PA-03524-1001396R1,
Special Escalation — Block A Aircraft, is included as Enclosure 8 to this Supplemental
Agreement No. 1.



     (d) Letter Agreement, LSQ-PA-03524-LA-1001400, Open Configuration Matters, is deleted
in its entirety.



     (e) Letter Agreement, LSQ-PA-03524-LA-1001404, Special Matters, is revised to limit
applicability to Block A Aircraft only. Revised Letter Agreement
LSQ-PA-03524-1001404R1, Special Matters — Block A Aircraft, is included as Enclosure
9 to this Supplemental Agreement No. 1.



     (f) Letter Agreement, LSQ-PA-03524-LA-1104952 [*], is added to the Purchase Agreement
and is included as Enclosure 10 to this Supplemental Agreement No. 1.





 




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





					
	 	 	 	 	 
	P.A. No. 03524
	 	3
	 	SA-1






BOEING PROPRIETARY



















 








     (g) Letter Agreement, LSQ-PA-03524-LA-1104956, Special Matters — Block B Aircraft, is
added to the Purchase Agreement and is included as Enclosure 11 to this Supplemental Agreement No.
1.



     (h) Letter Agreement, LSQ-PA-03524-LA-1104959, [*], is added to the Purchase Agreement
and is included as Enclosure 12 to this Supplemental Agreement No. 1.



     (i) Letter Agreement, LSQ-PA-03524-LA-1001398, Liquidated Damages — Non-Excusable
Delay, is revised to include terms applicable to Block B Aircraft. Revised Letter Agreement
LSQ-PA-03524-LA-1001398R1, Liquidated Damages — Non-Excusable Delay, is included as
Enclosure 13 to this Supplemental Agreement No. 1.


5. Balance Due at Closing.




     Customer agrees that upon execution of this Supplemental Agreement No. 1 to transfer to
Boeing’s account at JPMorgan Chase Bank, New York, New York, the sum of [*], which is the
incremental increase to advance payments owing by Customer to Boeing as a result of purchasing the
Block B Aircraft.


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



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




	 	 	 	 	 	 	 	 	 

	THE BOEING COMPANY	 	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Katherine B. Gunal
 

	 	By:
	 	/s/ Steven F. Udvar-Házy
 

	 	 
	Its:

	 	Attorney-In-Fact
 

	 	Its:
	 	Chairman & CEO
 

	 	 





Attachments






 




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





					
	 	 	 	 	 
	P.A. No. 03524
	 	4
	 	SA-1






BOEING PROPRIETARY















 








Enclosure 1




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLES	 	 	 	SA
No.
	Article 1.
	 	Quantity, Model and Description.

	 	 
	Article 2.
	 	Delivery Schedule
	 	 
	Article 3.
	 	Price
	 	 
	Article 4.
	 	Payment
	 	 
	Article 5.
	 	Additional Terms
	 	 






	 	 	 	 	 
	TABLE	 	 	 	 
	1A
	 	Aircraft Information Table — Block A Aircraft

	 	SA-1
	1B
	 	Aircraft Information Table — Block B Aircraft

	 	SA-1






	 	 	 	 	 
	EXHIBIT	 	 	 	 
	A1
	 	Aircraft Configuration — Model 737-8LH (July 2008 dollars)

	 	SA-1
	A2
	 	Aircraft Configuration — Model 737-8LH (July 2010 dollars)

	 	SA-1
	B
	 	Aircraft Delivery Requirements and Responsibilities
	 	 






	 	 	 
	SUPPLEMENTAL EXHIBITS
	AE1
	 	Escalation Adjustment/Airframe and Optional Features

	BFE1
	 	BFE Variables

	CS1
	 	Customer Support Variables

	EE1
	 	[*], Engine Warranty and Patent Indemnity

	SLP1
	 	Service Life Policy Components







	 	 	 	 	 
	LETTER AGREEMENTS	 	 	 	 
	LA-1001388
	 	[*]
	 	 
	LA-1001389
	 	[*]
	 	 
	LA-1001390
	 	AGTA Matters
	 	 
	LA-1001391
	 	Demonstration Flight Waiver
	 	 
	LA-1001393
	 	[*]

	 	SA-1
	LA-1001394
	 	Assignment of Customer’s Interest to a Subsidiary
or Affiliate
	 	 
	LA-1001395R1
	 	Advance Payment Matters

	 	SA-1
	LA-1001396R1
	 	Special Escalation — Block A Aircraft

	 	SA-1
	LA-1001397
	 	Other Matters
	 	 
	LA-1001398R1
	 	Liquidated Damages Non-Excusable Delay

	 	SA-1
	LA-1001399
	 	Loading of Customer Software
	 	 
	LA-1001400
	 	Open Configuration Matters

	 	SA-1
	LA-1001401
	 	Performance Guarantees
	 	 
	LA-1001402
	 	Significant Improvement 737NG
	 	 
	LA-1001403
	 	Leasing Matters
	 	 
	LA-1001404R1
	 	Special Matters — Block A Aircraft

	 	SA-1
	LA-1104952
	 	[*]

	 	SA-1
	LA-1104956
	 	Special Matters — Block B Aircraft

	 	SA-1
	LA-1104959
	 	[*]

	 	SA-1








 




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





					
	 	 	 	 	 
	P.A. No. 3524
	 	i
	 	SA-1






BOEING PROPRIETARY

















 






Table 1A To

Purchase Agreement No. PA-03524

Aircraft Information Table — Model 737-8LH Aircraft — Block A Aircraft




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Airframe Model/MTOW:
	 	 	737-800	 	 	174200 pounds	 	Detail Specification:	D019A001-N (1/29/2010)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Engine Model/Thrust:
	 	CFM56-7B24	 	24000 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:
	 	 	 	 	 	 	 	[*]	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Escalation	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimate	 	 	 
	 	 	 	 	Manufacturer's	 	Escalation	 	 	 	 	 	Adv Payment	 	 	 
	Delivery	 	Aircraft	 	Serial	 	Factor	 	 	 	Configuration	 	Base	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Date	 	No.	 	No.	 	(Airframe)	 	Lessee	 	Exhibit	 	Price Per A/P	 	[*]	 	[*]	 	[*]	 	[*]
	 
	[*] 2012
	 	1	 	41299	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	2	 	41300	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	3	 	41301	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	4	 	41302	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]








 




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





					
	 
	 	 	 	SA-1
	
	 	Boeing Proprietary
	 	Page 1






 









 






Table 1A To

Purchase Agreement No. PA-03524

Aircraft Information Table — Model 737-8LH Aircraft — Block A Aircraft




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Escalation	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimate	 	 	 
	 	 	 	 	Manufacturer's	 	Escalation	 	 	 	 	 	Adv Payment	 	 	 
	Delivery	 	Aircraft	 	Serial	 	Factor	 	 	 	Configuration	 	Base	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Date	 	No.	 	No.	 	(Airframe)	 	Lessee	 	Exhibit	 	Price Per	 	[*]	 	[*]	 	[*]	 	[*]
	 
	[*]
	 	5	 	41303	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	6	 	41304	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	7	 	41305	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	8	 	41306	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	9	 	41307	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	10	 	41308	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	11	 	41309	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	12	 	41310	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	13	 	41311	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	14	 	41312	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	15	 	41313	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	16	 	41314	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	17	 	41315	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	18	 	41316	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	19	 	41317	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	20	 	41318	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]








 




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





					
	*[*]
	 	 	 	SA-1
	
	 	Boeing Proprietary
	 	Page 2






 









 






Table 1A To

Purchase Agreement No. PA-03524

Aircraft Information Table — Model 737-8LH Aircraft — Block A Aircraft




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Escalation	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimate	 	 	 
	 	 	 	 	Manufacturer's	 	Escalation	 	 	 	 	 	Adv Payment	 	 	 
	Delivery	 	Aircraft	 	Serial	 	Factor	 	 	 	Configuration	 	Base	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Date	 	No.	 	No.	 	(Airframe)	 	Lessee	 	Exhibit	 	Price Per	 	[*]	 	[*]	 	[*]	 	[*]
	 
	[*]
	 	21	 	41319	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	22	 	41320	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	23	 	41321	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	24	 	41322	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	25	 	41323	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	26	 	41324	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	27	 	41325	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	28	 	41326	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	29	 	41327	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	30	 	41328	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	31	 	41329	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	32	 	41330	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	33	 	41331	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	34	 	41332	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	35	 	41333	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	36	 	41334	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]








 




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





					
	 	 	 	 	 
	*[*]
	 	 	 	SA-1
	
	 	Boeing Proprietary
	 	Page 3






 









 






Table 1A To

Purchase Agreement No. PA-03524

Aircraft Information Table — Model 737-8LH Aircraft — Block A Aircraft




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Escalation	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimate	 	 	 
	 	 	 	 	Manufacturer's	 	Escalation	 	 	 	 	 	Adv Payment	 	 	 
	Delivery	 	Aircraft	 	Serial	 	Factor	 	 	 	Configuration	 	Base	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Date	 	No.	 	No.	 	(Airframe)	 	Lessee	 	Exhibit	 	Price Per	 	[*]	 	[*]	 	[*]	 	[*]
	 
	[*]
	 	37	 	41335	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	38	 	41336	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	39	 	41337	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	40	 	41338	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	41	 	41339	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	42	 	41340	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	43	 	41341	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	44	 	41342	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	45	 	41343	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	46	 	41344	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	47	 	41345	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	48	 	41346	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	49	 	41347	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	50	 	41348	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	51	 	41349	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	52	 	41350	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]








 




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





					
	*[*]
	 	 	 	SA-1
	
	 	Boeing Proprietary
	 	Page 4






 









 






Table 1A To

Purchase Agreement No. PA-03524

Aircraft Information Table — Model 737-8LH Aircraft — Block A Aircraft




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Escalation	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimate	 	 	 
	 	 	 	 	Manufacturer's	 	Escalation	 	 	 	 	 	Adv Payment	 	 	 
	Delivery	 	Aircraft	 	Serial	 	Factor	 	 	 	Configuration	 	Base	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Date	 	No.	 	No.	 	(Airframe)	 	Lessee	 	Exhibit	 	Price Per	 	[*]	 	[*]	 	[*]	 	[*]
	 
	[*]
	 	53	 	41351	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	54	 	41352	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	55	 	41353	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	56	 	41354	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	57	 	41355	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	58	 	41356	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	59	 	41357	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*] 2017
	 	60	 	41358	 	[*]	 	 	 	 	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 
	Total:
	 	60	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 




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





					
	 	 	 	 	 
	*[*]
	 	 	 	SA-1
	
	 	Boeing Proprietary
	 	Page 5







 











 





Enclosure 3




Table 1B to

Purchase Agreement No. PA-03524

Aircraft Information Table — Model 737-8LH Aircraft — Block B Aircraft






	 	 	 	 	 	 	 	 	 

	Airframe Model/MTOW:
	 	 	737-800	 	 	155500 pounds
	 
	 	 	 	 	 	 	 	 
	Engine Model/Thrust:
	 	CFM56-7B24	 	24000 pounds
	 
	 	 	 	 	 	 	 	 
	Airframe Price:
	 	 	 	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 
	Optional Features:
	 	 	 	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sub-Total of Airframe and Features:
	 	 	 	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 
	Engine Price (Per Aircraft):
	 	 	 	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 
	Aircraft Basic Price (Excluding BFE/SPE):
	 	 	 	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:
	 	 	 	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:
	 	 	 	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 
	Refundable Deposit/Aircraft at Proposal Accept:
	 	 	 	 	 	 	[*]	 









	 	 	 

	Detail Specification:

	 	D019A001LSQ38P (3/31/2011)






	 	 	 	 	 	 	 	 	 

	Airframe Price Base Year/Escalation Formula:
	 	 	[*]	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 
	Engine Price Base Year/Escalation Formula:
	 	 	[*]	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 
	Airframe Escalation Data:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Base Year Index (ECI):
	 	 	[*]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Base Year Index (CPI):
	 	 	[*]	 	 	 	 	 











Table 1B to

Purchase Agreement No. PA-03524

Aircraft Information Table — Model 737-8LH Aircraft — Block B Aircraft




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Escalation	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Estimate	 	 
	 	 	 	 	 	 	 	 	 	 	Manufacturer	 	Escalation	 	 	 	 	 	 	 	 	 	Optional	 	SPE	 	BFE	 	Adv Payment	 	Advance Payment Per Aircraft
	Delivery	 	Number of	 	 	 	 	 	Serial	 	Factor	 	 	 	 	 	P.A.	 	Features Price	 	Estimate	 	Estimate	 	Base	 	(Amts. Due/Mos. Prior to Delivery):
	Date	 	Aircraft	 	Model	 	Number	 	(Airframe)	 	Lessee	 	Exhibit A	 	(2010$STE)	 	(2010$STE)	 	(2010$STE)	 	Price Per A/P	 	[*]	 	[*]	 	[*]	 	[*]
	 
	[*] 2015
	 	 	1	 	 	737-8LH	 	 	42050	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42051	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42052	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42053	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42054	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 








 




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





	 	 	 	 	 

	 

	 	Boeing Proprietary
	 	SA-1

Page 1






 









 






Enclosure 3




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Escalation	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Estimate	 	 
	 	 	 	 	 	 	 	 	 	 	Manufacturer	 	Escalation	 	 	 	 	 	 	 	 	 	Optional	 	SPE	 	BFE	 	Adv Payment	 	Advance Payment Per Aircraft
	Delivery	 	Number of	 	 	 	 	 	Serial	 	Factor	 	 	 	 	 	P.A.	 	Features Price	 	Estimate	 	Estimate	 	Base	 	(Amts. Due/Mos. Prior to Delivery):
	Date	 	Aircraft	 	Model	 	Number	 	(Airframe)	 	Lessee	 	Exhibit A	 	(2010$STE)	 	(2010$STE)	 	(2010$STE)	 	Price Per A/P	 	[*]	 	[*]	 	[*]	 	[*]
	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42055	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42056	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42057	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42058	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42059	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42060	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42061	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42062	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42063	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42064	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42065	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	1	 	 	737-8LH	 	 	42066	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*] 2018*
	 	 	1	 	 	737-8LH	 	 	42067	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 
	Total: 
	 	 	18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 










[*]






 




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




	 	 	 	 	 

	 

	 	Boeing Proprietary
	 	SA-1

Page 2









 











 





Enclosure 4




737-8LH AIRCRAFT CONFIGURATION




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Exhibit A1 to Purchase Agreement Number PA-03524 


[*]






 




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





					
	 	 	 	 	 
	 
	 	A1	 	 
	P.A. 03524
	 	BOEING PROPRIETARY
	 	SA-1






 









 





	 	 	 

	Enclosure 4

	 	BOEING PROPRIETARY
	Exhibit A1 — LSQ 737-8LH Configuration [*]
	 	 






[*]






 




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





					
	 	 	 	 	 
	 
	 	Exhibit A1-3	 	 
	P.A. 03524
	 	BOEING PROPRIETARY
	 	SA-1






 









 





	 	 	 

	Enclosure 4

	 	BOEING PROPRIETARY
	Exhibit A1 — LSQ 737-8LH Configuration [*]
	 	 






[*]






 




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





					
	 	 	 	 	 
	 
	 	Exhibit A1-4	 	 
	P.A. 03524
	 	BOEING PROPRIETARY
	 	SA-1






 









 





	 	 	 

	Enclosure 4

	 	BOEING PROPRIETARY
	Exhibit A1 — LSQ 737-8LH Configuration [*]
	 	 






[*]






 




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





					
	 	 	 	 	 
	 
	 	Exhibit A1-5	 	 
	P.A. 03524
	 	BOEING PROPRIETARY
	 	SA-1






 









 





	 	 	 

	Enclosure 4

	 	BOEING PROPRIETARY
	Exhibit A1 — LSQ 737-8LH Configuration [*]
	 	 






[*]






 




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





					
	 	 	 	 	 
	 
	 	Exhibit A1-6	 	 
	P.A. 03524
	 	BOEING PROPRIETARY
	 	SA-1







 












 





Enclosure 5




737-8LH AIRCRAFT CONFIGURATION




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Exhibit A2 to Purchase Agreement Number PA-03524




[*]






 




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





					
	 	 	 	 	 
	 
	 	A1-2	 	 
	P.A. 03524
	 	BOEING PROPRIETARY
	 	SA-1






 









 





Enclosure 5




Exhibit A2




AIRCRAFT CONFIGURATION



Dated June 30, 2011



relating to



BOEING MODEL 737-8LH AIRCRAFT


The Detail Specification is D019A001LSQ38 Rev NEW dated when released. Such Detail Specification
will be comprised of Boeing Configuration Specification D019A001, Revision N, dated January 29,
2010 as amended to incorporate the Options listed below, including the effects on Manufacturer’s
Empty Weight (MEW) and Operating Empty Weight (OEW). Boeing will furnish to Customer copies of the
Detail Specification, which copies will reflect such Options upon request. The Aircraft Basic price
reflects and includes all effects of Options upon request, except such Aircraft Basic price does
not include the price effects of any Buyer Furnished Equipment or Seller Purchase Equipment.




					
	 	 	 	 	 
	 
	 	A1-2	 	 
	P.A. 03524
	 	BOEING PROPRIETARY
	 	SA-1






 









 





	 	 	 

	Enclosure 5

	 	BOEING PROPRIETARY
	Exhibit A2 — LSQ 737-8LH Configuration [*]
	 	 






[*]






 




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





					
	 	 	 	 	 
	 
	 	Exhibit A2-3	 	 
	P.A. 03524
	 	BOEING PROPRIETARY
	 	SA-1






 









 





	 	 	 

	Enclosure 5

	 	BOEING PROPRIETARY
	Exhibit A2 — LSQ 737-8LH Configuration [*]
	 	 






[*]






 




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





					
	 	 	 	 	 
	 
	 	Exhibit A2-4	 	 
	P.A. 03524
	 	BOEING PROPRIETARY
	 	SA-1






 









 





	 	 	 

	Enclosure 5

	 	BOEING PROPRIETARY
	Exhibit A2 — LSQ 737-8LH Configuration [*]
	 	 






[*]






 




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





					
	 	 	 	 	 
	 
	 	Exhibit A2-5	 	 
	P.A. 03524
	 	BOEING PROPRIETARY
	 	SA-1






 









 





	 	 	 

	Enclosure 5

	 	BOEING PROPRIETARY
	Exhibit A2 — LSQ 737-8LH Configuration [*]
	 	 






     [*]





 




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





					
	 	 	 	 	 
	 
	 	Exhibit A2-6	 	 
	P.A. 03524
	 	BOEING PROPRIETARY
	 	SA-1







 











 





Enclosure 6




BUYER FURNISHED EQUIPMENT VARIABLES




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Supplemental Exhibit BFE1-R1

to Purchase Agreement Number PA-03524



			
	 	 	 
	LSQ-PA-03524-BFE1-R1
	 	SA-1
	 
	 	BFE1-R1 Page 1





BOEING PROPRIETARY




 









 





Enclosure 6




BUYER FURNISHED EQUIPMENT VARIABLES




relating to



BOEING MODEL 737-800 AIRCRAFT



     This Supplemental Exhibit BFE1-R1 contains supplier selection dates, on-dock dates and other
requirements applicable to the Aircraft.


1. Supplier Selection.



Customer will:




     Select and notify Boeing of the suppliers of the following BFE items by the following dates
and will provide the part numbers to support the Initial Technical Coordination Meetings (ITCM) as
scheduled between the parties:



	 	 	 

	Galley System
	 	[*]
	 
	 
	Galley Inserts
	 	[*]
	 
	 
	Seats (passenger)
	 	[*]
	 
	 
	Overhead & Audio System
	 	[*]
	 
	 
	In-Seat Video System
	 	[*]
	 
	 
	Miscellaneous Emergency Equipment
	 	[*]
	 
	 
	Cargo
Handling Systems* 


(Single Aisle Programs only)
	 	[*]
	 
	 







 




			
	*	 	For a new certification, supplier requires notification [*] prior to Cargo Handling System
on-dock date.





2. On-dock Dates and Other Information.




     On or before [*], Boeing will provide to Customer the BFE Requirements electronically through
My Boeing Fleet (MBF in My Boeing Configuration (MBC). These requirements may be periodically
revised, setting forth the items, quantities, on-dock dates and shipping instructions and other
requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary
BFE on-dock dates are set forth in the attachment to this Supplemental Exhibit BFE1-R1.





 




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





			
	 	 	 
	LSQ-PA-03524-BFE1-R1
	 	SA-1
	 
	 	BFE1-R1 Page 2





BOEING PROPRIETARY




 









 




3. Additional Delivery Requirements.




     Customer will be the “importer of record” (as defined by the U.S. Customs and Border
Protection) for all BFE imported into the United States, and as such, it has the responsibility to
ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event
Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing
agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S.
Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments
comply with the requirements in the “International Shipment Routing Instructions”, including the
Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced
below. Customer agrees to include the International Shipment Routing Instructions, including
C-TPAT requirements, in each contract between Customer and BFE supplier.


http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html




			
	 	 	 
	LSQ-PA-03524-BFE1
	 	
	 
	 	BFE1 Page 3





BOEING PROPRIETARY




 









 





Attachment to PA-03524

Supplemental Exhibit BFE1-R1

Page 1




Preliminary BFE On-dock Schedule

Purchase Agreement PA-03524




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Scheduled	 	 	 	 	 	 	 	 	 	 	Antennas &	 	 	 	 	 	 	Cabin	 	 	Miscellaneous/	 	 	 	 	 	 	 	 	 	 	 	 	 
	Month of	 	 	 	 	 	 	Galleys /	 	 	Mounting	 	 	 	 	 	 	Systems	 	 	Emergency	 	 	Textiles /	 	 	Cargo	 	 	Provision	 	 	 	 
	Delivery:	 	 	Seats	 	 	Furnishings	 	 	Equipment	 	 	Avionics	 	 	Equipment	 	 	Equipment	 	 	Raw Material	 	 	Systems	 	 	Kits	 	 	Radomes	 
	 	[*]  2012	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 








 




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





			
	 	 	 
	LSQ-PA-03524-BFE1-R1
	 	SA-1
	 
	 	





BOEING PROPRIETARY




 









 





Attachment to PA-03524

Supplemental Exhibit BFE1-R1

Page 2




Preliminary BFE On-dock Schedule

Purchase Agreement PA-03524




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Scheduled	 	 	 	 	 	 	 	 	 	 	Antennas &	 	 	 	 	 	 	Cabin	 	 	Miscellaneous/	 	 	 	 	 	 	 	 	 	 	 	 	 
	Month of	 	 	 	 	 	 	Galleys /	 	 	Mounting	 	 	 	 	 	 	Systems	 	 	Emergency	 	 	Textiles /	 	 	Cargo	 	 	Provision	 	 	 	 
	Delivery:	 	 	Seats	 	 	Furnishings	 	 	Equipment	 	 	Avionics	 	 	Equipment	 	 	Equipment	 	 	Raw Material	 	 	Systems	 	 	Kits	 	 	Radomes	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 








 




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





			
	 	 	 
	LSQ-PA-03524-BFE1-R1
	 	SA-1
	 
	 	





BOEING PROPRIETARY




 









 





Attachment to PA-03524

Supplemental Exhibit BFE1-R1

Page 3




Preliminary BFE On-dock Schedule

Purchase Agreement PA-03524




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Scheduled	 	 	 	 	 	 	 	 	 	 	Antennas &	 	 	 	 	 	 	Cabin	 	 	Miscellaneous/	 	 	 	 	 	 	 	 	 	 	 	 	 
	Month of	 	 	 	 	 	 	Galleys /	 	 	Mounting	 	 	 	 	 	 	Systems	 	 	Emergency	 	 	Textiles /	 	 	Cargo	 	 	Provision	 	 	 	 
	Delivery:	 	 	Seats	 	 	Furnishings	 	 	Equipment	 	 	Avionics	 	 	Equipment	 	 	Equipment	 	 	Raw Material	 	 	Systems	 	 	Kits	 	 	Radomes	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 	[*]  2018	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 








 




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





			
	 	 	 
	LSQ-PA-03524-BFE1-R1
	 	SA-1
	 
	 	





BOEING PROPRIETARY




 









 





Attachment to PA-03524

Supplemental Exhibit BFE1-R1

Page 4




Preliminary BFE On-dock Schedule

Purchase Agreement PA-03524




[*]






 




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





			
	 	 	 
	LSQ-PA-03524-BFE1-R1
	 	SA-1
	 
	 	





BOEING PROPRIETARY





 












 





Enclosure 7




	 	 	 

	

	 	The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207






LSQ-PA-03524-LA-1001395R1




Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067




	 	 	 

	Subject:

	 	Advance Payment Matters
	 
	 	 
	Reference:

	 	Purchase Agreement No. PA-03524 (Purchase Agreement) between
The Boeing Company (Boeing) and Air Lease Corporation
(Customer) relating to Model 737-800 aircraft (Aircraft)






     This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement
LSQ-PA-03524-LA-1001395 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 LSQ-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 Alternative Advance Payment Schedule — Block A Aircraft and Block B Aircraft in
[*]. 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
Block A Aircraft and Block B Aircraft with deliveries in [*], as set forth in the table below
(Alternative Advance Payment Schedule).





 




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





			
	 	 	 
	LSQ-PA-03524-LA-1001395R1
	 	SA-1
	Advance Payment Matters
	 	LA Page 1





BOEING PROPRIETARY


 









 





Enclosure 7









Block A Aircraft and Block B Aircraft ([*])




	 	 	 

	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]






     1.2 Alternative Advance Payment Schedule — Block B Aircraft in [*].
Notwithstanding the Aircraft advance payment schedule provided in Table 1B of the Purchase
Agreement, Customer may elect to pay an alternative fixed advance payment schedule for the Block B
Aircraft with deliveries in [*] (Alternative Advance Payment Schedule — Block B Aircraft in
[*]).



Block B Aircraft in [*]




	 	 	 

	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]
	[*]
	 	[*]






     1.3 [*]





 




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




			
	 	 	 
	LSQ-PA-03524-LA-1001395R1
	 	SA-1
	Advance Payment Matters
	 	LA Page 2




BOEING PROPRIETARY



 









 










Enclosure 7








2. [*]



3. 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 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.


4. Assignment.




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



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





 




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





			
	 	 	 
	LSQ-PA-03524-LA-1001395R1
	 	SA-1
	Advance Payment Matters
	 	LA Page 3




BOEING PROPRIETARY


 









 










Enclosure 7









	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By

	 	/s/ Katherine B. Gunal
 

	 	 
	Its

	 	Attorney-In-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 
	 
	 	 	 	 
	Date:

	 	June 30, 2011	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By

	 	Steven F. Udvar-Házy
 

	 	 
	Its

	 	Chairman & CEO	 	 






			
	 	 	 
	LSQ-PA-03524-LA-1001395R1
	 	SA-1
	Advance Payment Matters
	 	LA Page 4






BOEING PROPRIETARY




 









 








Enclosure 8




	 	 	 

	

	 	The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207






LSQ-PA-03524-LA-1001396R1




Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067




	 	 	 

	Subject:

	 	Special Escalation — Block A Aircraft
	 
	 	 
	Reference:

	 	Purchase Agreement No. PA-03524 (Purchase Agreement) between
The Boeing Company (Boeing) and Air Lease Corporation
(Customer) relating to Model 737-800 aircraft (Aircraft)






     This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement
LSQ-PA-03524-LA-1001396 and amends and supplements the Purchase Agreement. All terms used but not
defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This
Letter Agreement only applies to Aircraft identified as Block A Aircraft in Table 1A to the
Purchase Agreement.


1. [*]






 




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





			
	 	 	 
	LSQ-PA-03524-LA-1001396R1
	 	SA-1
	Special Escalation — Block A Aircraft
	 	Page 1






BOEING PROPRIETARY








 









 








Enclosure 8








2. [*]



3. [*]



4. [*]






 




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





			
	 	 	 
	LSQ-PA-03524-LA-1001396R1
	 	SA-1
	Special Escalation — Block A Aircraft
	 	Page 2






BOEING PROPRIETARY



 









 










Enclosure 8








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 becoming
the operator of 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 will 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.




			
	 	 	 
	LSQ-PA-03524-LA-1001396R1
	 	SA-1
	Special Escalation — Block A Aircraft
	 	Page 3






BOEING PROPRIETARY



 









 





Enclosure 8









	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By

	 	/s/ Katherine B. Gunal
 

	 	 
	Its

	 	Attorney-In-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 
	 
	 	 	 	 
	Date:

	 	June 30, 2011	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By

	 	Steven F. Udvar-Házy
 

	 	 
	Its

	 	Chairman & CEO	 	 








			
	 	 	 
	LSQ-PA-03524-LA-1001396R1
	 	SA-1
	Special Escalation — Block A Aircraft
	 	Page 4











BOEING PROPRIETARY



 









 








Enclosure 8




Attachment A to

Letter Agreement LSQ-PA-03524-LA-1001396R1



[*]






 




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





SA-1



BOEING PROPRIETARY



 









 











			
	Attachment A to
	 	Enclosure 8
	LSQ-PA-03524-LA-1001396R1	 	 
	Page 2	 	 





[*]






 




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





SA-1


BOEING PROPRIETARY



 











 





			
	
	 	Enclosure 9






	 	 	 

	 

	 	The Boeing Company
	 

	 	P.O. Box 3707
	 

	 	Seattle, WA  98124-2207






LSQ-PA-03524-LA-1001404R1




Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067




	 	 	 

	Subject:
	 	Special Matters — Block A Aircraft

	 	 	 

	Reference:
	 	Purchase Agreement No. PA-03524 (Purchase Agreement) between
The Boeing Company (Boeing) and Air Lease Corporation
(Customer) relating to Model 737-800 aircraft (Aircraft)







     This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement
LSQ-PA-03524-LA-1001404 and amends and supplements the Purchase Agreement. All terms used but not
defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This
Letter Agreement only applies to Aircraft identified as Block A Aircraft in Table 1A to the
Purchase Agreement.



1. Credit Memoranda. In consideration of Customer’s purchase of sixty (60) Block A
Aircraft, at the time of delivery of each such Block A 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) in the amount of [*] for each Aircraft delivering in [*] and in the
amount of [*] for each Aircraft delivering in [*].



     1.2 Leasing Credit Memorandum. Customer expressly intends to lease the Aircraft to a
third party or parties (Lessee or Lessees) who are in the commercial airline business as aircraft
operator(s). As an additional consideration and incentive for entering into a lease for the
Aircraft prior to delivery of such Aircraft, Boeing will issue to Customer a leasing credit
memorandum (Leasing Credit Memorandum) in an amount of [*] for each Aircraft delivering in
[*] and in the amount of [*] for each Aircraft delivering in [*]. Customer will
not be permitted to assign this Leasing Credit Memorandum, without the prior written consent of
Boeing.





 




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





			
	 	 	 
	LSQ-PA-03524-LA-1001404R1
	 	SA-1
	Special Matters – Block A Aircraft
	 	LA Page 1






BOEING PROPRIETARY





 









 








			
	
	 	Enclosure 9






     1.3       [*]



     1.4      [*]



     1.5       [*]



     1.6       Escalation of Credit Memoranda.



     Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs 1.1 — 1.3
are in 2008 base year dollars and will be escalated to the scheduled delivery month of the
respective Aircraft pursuant to the Airframe Escalation formula set forth in the Purchase Agreement
applicable to such Aircraft. The Credit Memoranda may, at the election of Customer, be (i) applied
against the Aircraft Price of the respective Aircraft at the time of delivery, or (ii) used for the
purchase of other Boeing goods and services (but shall not be applied to advance payments).





 




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





			
	 	 	 
	LSQ-PA-03524-LA-1001404R1
	 	SA-1
	Special Matters — Block A Aircraft
	 	LA Page 2






BOEING PROPRIETARY





 









 








			
	
	 	Enclosure 9







			
	2.	 	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 2) 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 2. Customer shall be fully responsible to
Boeing for compliance with such obligations.



Very truly yours,




	 	 	 	 	 

	THE BOEING COMPANY
	 
	 	 	 	 
	By

	 	Katherine B. Gunal
 

	 	 
	Its

	 	Attorney-In-Fact
 

	 	 






	 	 	 	 	 

	ACCEPTED AND AGREED TO this
	 
	 	 	 	 
	Date:

	 	June 30, 2011   
 

	 	 






	 	 	 	 	 

	AIR LEASE CORPORATION
	 
	 	 	 	 
	By

	 	Steven F. Udvar-Házy
 

	 	 
	Its

	 	Chairman & CEO
 

	 	 






			
	 	 	 
	LSQ-PA-03524-LA-1001404R1
	 	SA-1
	Special Matters — Block A Aircraft
	 	LA Page 3






BOEING PROPRIETARY





 












 





	 	 	 

	

	 	Enclosure 10
	 
	 	 
	 

	 	The Boeing Company
	 

	 	P.O. Box 3707
	 

	 	Seattle, WA 98124-2207





LSQ-PA-03524-LA-1104952




Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067





			
	Subject:	 	[*]






			
	Reference:	 	Purchase Agreement No. PA-03524 (Purchase Agreement) between
The Boeing Company (Boeing) and Air Lease Corporation
(Customer) relating to Model 737-800 aircraft (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. This Letter Agreement only applies to Aircraft identified as Block B Aircraft in Table
1B to the Purchase Agreement.


1. [*]






 




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





			
	 	 	 
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[*]
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	 	Enclosure 10





[*]






 




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





			
	 	 	 
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[*]
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	 	Enclosure 10





2. [*]






 




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





			
	 	 	 
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[*]
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	 	Enclosure 10





3. 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.





			
	 	 	 
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[*]
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	 	Enclosure 10





4. 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 4) without the prior written
consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors
of Customer who have a need to know such information and have signed a confidentiality agreement in
the same form and substance similar to this paragraph 4. Customer shall be fully responsible to
Boeing for compliance with such obligations.


Very truly yours,




THE BOEING COMPANY




	 	 	 	 	 

	By

	 	/s/ Katherine B. Gunal
 

	 	 
	Its

	 	Attorney-In-Fact
 

	 	 






ACCEPTED AND AGREED TO this




Date: June 30, 2011




AIR LEASE CORPORATION




	 	 	 	 	 

	By

	 	/s/ Steven F. Udvar-Házy
 

	 	 
	Its

	 	Chairman & CEO
 

	 	 





 




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





			
	 	 	 
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[*]
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Enclosure 11









	 	 	 

	

	 	The Boeing Company 

P.O. Box 3707

Seattle, WA 98124-2207






LSQ-PA-03524-LA-1104956




Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067




	 	 	 

	Subject:

	 	Special Matters — Block B Aircraft
	 
	 	 
	Reference:

	 	Purchase Agreement No. PA-03524 (Purchase Agreement) between
The Boeing Company (Boeing) and Air Lease Corporation
(Customer) relating to Model 737-800 aircraft (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. This Letter Agreement only applies to Aircraft identified as Block B Aircraft in Table
1B to the Purchase Agreement.


1. Credit Memoranda. In consideration of Customer’s purchase of eighteen (18) Block B
Aircraft, at the time of delivery of each such Block B Aircraft, unless otherwise noted,
Boeing will provide to Customer the following credit memoranda.




     1.1 Basic Credit Memorandum. At the time of delivery of each Block B
Aircraft, Boeing will issue to Customer a basic credit memorandum (Basic Credit Memorandum) in the
amount of [*].



     1.2 Leasing Credit Memorandum. Customer expressly intends to lease the
Aircraft to a third party or parties (Lessee or Lessees) who are in the commercial airline business
as aircraft operator(s). As an additional consideration and incentive for entering into a lease
for the Aircraft prior to delivery of such Block B 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, in whole or in part, without the prior
written consent of Boeing.





 




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





			
	 	 	 
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Enclosure 11







          1.3 [*]




          1.4 [*]






 




			
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for confidential treatment.





			
	 	 	 
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Enclosure 11








          1.5 [*]





	2.	 	Escalation of Credit Memoranda.





          Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs 1.1, 1.2,
1.3, 1.4 and 1.5 are in base year dollars and will be escalated to the scheduled month of the
respective Block B Aircraft delivery pursuant to the Airframe Escalation formula set forth in the
Purchase Agreement applicable to the Block B Aircraft. The Credit Memoranda may, at the election
of Customer, be (i) applied against the Aircraft Price of the respective Block B 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.	 	[*]







 




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





			
	 	 	 
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Enclosure 11









	4.	 	[*]
	 
	5.	 	Confidentiality.




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






 




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





			
	 	 	 
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Enclosure 11








Very truly yours,




THE BOEING COMPANY




	 	 	 	 
	By  	/s/ Katherine B. Gunal
 	 
	Its            	Attorney-In-Fact 	 



ACCEPTED AND AGREED TO this




Date: June 30, 2011




AIR LEASE CORPORATION




	 	 	 	 
	By  	/s/ Steven F. Udvar-Házy
 	 
	 	Its            Chairman & CEO 	 



			
	 	 	 
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Enclosure 12




	 	 	 

	

	 	The Boeing Company

P.O. Box 3707


Seattle, WA 98124-2207






LSQ-PA-03524-LA-1104959




Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067




	 	 	 

	Subject:

	 	[*]
	 
	 	 
	Reference:

	 	Purchase Agreement No. PA-03524 (Purchase Agreement) between
The Boeing Company (Boeing) and Air Lease Corporation
(Customer) relating to Model 737-800 aircraft (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. This Letter Agreement only applies to Aircraft identified as Block B Aircraft in Table
1B to the Purchase Agreement.





	1.	 	Definitions.
	 
	 	 	[*]





     Program Aircraft means each Block B Aircraft specified in Table 1B of the Purchase Agreement
as of the date of this Letter Agreement.




	2.	 	[*]
	 
	3.	 	[*]







 




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





			
	 	 	 
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	[*]
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Enclosure 12










	4.	 	[*]







 




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





			
	 	 	 
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Enclosure 12










	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 to a commercial operator and
cannot be assigned in whole or, in part.





 




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





			
	 	 	 
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	 	SA-1
	[*]
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Enclosure 12










	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 will 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/ Katherine B. Gunal	 	 
	 

	 	 

	 	 
	Its

	 	Attorney-In-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 
	 
	 	 	 	 
	Date:

	 	June 30, 2011	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By

	 	/s/ Steven F. Udvar-Házy
 

	 	 
	Its

	 	Chairman &CEO	 	 








 




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





			
	 	 	 
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	[*]
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Enclosure 12




ATTACHMENT A

to Letter Agreement LSQ-PA-03524-LA-1104959

[*]



[*]






 




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





			
	 	 	 
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	 	Attachment A Page 1






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Enclosure 12




ATTACHMENT B

to Letter Agreement LSQ-PA-03524-LA-1104959

[*]



[*]






 




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





			
	 
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	[*]
	 	Attachment B Page 1






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Enclosure 12



[*]






 




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





			
	 
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	 	Attachment B Page 2






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Enclosure 12



[*]






 




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





	 	 	 
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	 	SA-1
	[*]
	 	Attachment B Page 3






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Enclosure 13




	 	 	 

	

	 	The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207






LSQ-PA-03524-LA-1001398R1




Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067




	 	 	 
	Subject:

	 	Liquidated Damages — Non-Excusable Delay
	 
	 	 
	Reference:

	 	Purchase Agreement No. PA-03524 (Purchase Agreement) between
The Boeing Company (Boeing) and Air Lease Corporation
(Customer) relating to Model 737-800 aircraft (Aircraft)






     This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement
LSQ-PA-03524-LA-1001398 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.


Definition of Terms:




     Non-Excusable Delay: Delay in delivery of any Aircraft beyond the last day of the
delivery month (Scheduled Delivery) established in the Purchase Agreement by any cause that is not
an Excusable Delay pursuant to Article 7 of the AGTA and for which Customer is otherwise entitled
to a remedy from Boeing pursuant to applicable law.




	1.	 	Liquidated Damages.





     Boeing agrees to pay Customer liquidated damages for each day of Non-Excusable Delay in excess
of [*] (collectively the Non-Excusable Delay Payment Period) at a rate of [*] per Block
A Aircraft and [*] per day per Block B Aircraft [*] per Block A Aircraft and [*]
per Block B Aircraft (Liquidated Damages).




	2.	 	[*]







 




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





			
	 	 	 
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Enclosure 13










	3.	 	[*]
	 
	4.	 	[*]
	 
	5.	 	Exclusive Remedies.





     [*] are Customer’s exclusive remedies for a Non-Excusable Delay and are in lieu of all
other damages, claims, and remedies of Customer arising at law or otherwise for any Non-Excusable
Delay in the Aircraft delivery. Customer hereby waives and renounces all other claims and remedies
arising at law or otherwise for any such Non-Excusable Delay.




	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 will 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.





 




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





			
	 	 	 
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	 	SA-1
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Enclosure 13










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




Very truly yours,

THE BOEING COMPANY




	 	 	 	 	 
	 	By  
	/s/ Katherine B. Gunal
 	 
	 	Its	            Attorney-In-Fact 	 



ACCEPTED AND AGREED TO this




Date: June 30, 2011




AIR LEASE CORPORATION




	 	 	 	 	 
	 	By  	/s/ Steven F. Udvar-Házy
 	 
	 	Its	            Chairman & CEO 	 
	 	 	 	 
	 





			
	 	 	 
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	 	SA-1
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