al_Ex10_9


		
			EXHIBIT 10.9
		

		
			 
		

		
			Confidential Treatment
Requested Pursuant to Rule 24b-2
		

		
			 
		

		
			 
		

		
			Supplemental Agreement No. 12
		

		
			to
		

		
			Purchase Agreement No. 03791
		

		
			between
		

		
			THE BOEING COMPANY
		

		
			and
		

		
			AIR LEASE CORPORATION
		

		
			THIS SUPPLEMENTAL AGREEMENT is entered into as of May 30,  2017 (Supplemental Agreement No. 12)  by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).
		

		
			All terms used but not defined in this Supplemental Agreement No. 12 have the same meaning as in the Purchase Agreement.
		

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

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

		
			[*]
		

		
			WHEREAS, Boeing and Customer desire to maintain [*] as the lessee [*].
		

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

		
			1.TABLE OF  CONTENTS.
		

		
			 
		

		


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

		
			
		

		
			


		 


			

					

						 


					

					

						 


					

					

						 


				




		

			 

		


			

					

						HAZ-PA-03791


					

					

						1


					

					

						SA-12


				




		

			 

		


		

			BOEING PROPRIETARY

		





 



		

		
			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. 12.
		

		
			2.TABLES.
		

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

		
			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. 12 expires if not executed by May 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/ Grant Levy

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Its:

					
					
						Attorney‐In‐Fact

					
					
						 

					
					
						Its:

					
					
						Executive Vice President

				



		
			 
		

		
			 
		

		
			Attachments
		

		
			 
		

		


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

		



		 


			

					

						 


					

					

						 


					

					

						 


				




		

			 

		


			

					

						HAZ-PA-03791


					

					

						2


					

					

						SA-12


				




		

			 

		


		

			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-10

				
	
					
						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

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						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-1208078R3

					
					
						Advance Payment Matters

					
					
						SA-5

				
	
					
						LA-1208079

					
					
						[*]

					
					
						SA-4

				
	
					
						LA-1208080

					
					
						Assignment of Customer’s Interest to a Subsidiary or Affiliate

					
					
						 

				
	
					
						LA-1208081

					
					
						Other Matters

					
					
						 

				
	
					
						LA-1208082

					
					
						Demonstration Flight Waiver

					
					
						 

				
	
					
						LA-1208083R2

					
					
						[*]

					
					
						SA-5

				
	
					
						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-12


				




		

			 

		


		

			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-1208090R5

					
					
						Special Matters

					
					
						SA-11

				
	
					
						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

				



		
			 
		

		


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

		
			 
		

		



		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						ii


					

					

						SA-12


				




		

			 

		


		

			BOEING PROPRIETARY

		





 



		

			 

		


		

			Enclosure 2

		


		

			 

		


		

			Table 1D

		


		

			to Purchase Agreement No. PA-03791

		


		

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

		


		

			 

		




	
					
						

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Model/MTOW:

					
					
						737-8

					
					
						181200 pounds

					
					
						 

					
					
						Detail Specification:

					
					
						D019A008-L  (10/5/2015)

				
	
					
						Engine Model/Thrust:

					
					
						CFMLEAP-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:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						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

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2017

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2021

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Total:

					
					
						6

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			[*]
		

		
			 
		

		
			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 85773-IF.TXT


					

					

						Boeing Proprietary


					

					

						SA-12
Page 1