al_Ex10_8


		
			EXHIBIT 10.8
		

		
			 
		

		
			Confidential Treatment
Requested Pursuant to Rule 24b-2
		

		
			 
		

		
			Supplemental Agreement No. 11
		

		
			 
		

		
			to
		

		
			 
		

		
			Purchase Agreement No. 03791
		

		
			 
		

		
			between
		

		
			 
		

		
			THE BOEING COMPANY
		

		
			 
		

		
			and
		

		
			 
		

		
			AIR LEASE CORPORATION
		

		
			 
		

		
			THIS SUPPLEMENTAL AGREEMENT is entered into as of May 10,  2017 (Supplemental Agreement No. 11)  by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).
		

		
			 
		

		
			All terms used but not defined in this Supplemental Agreement No. 11 have the same meaning as in the Purchase Agreement.
		

		
			 
		

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

		
			 
		

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

		
			[*]
		

		
			 
		

		
			WHEREAS, Customer acknowledges that [*]; and
		

		
			 
		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for the eight (8) [*] scheduled to deliver in [*]; and
		

		
			 
		

		
			WHEREAS, [*]; and
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791


					

					

						1


					

					

						SA-11


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

		
			 
		

		
			WHEREAS, [*]; and
		

		
			 
		

		
			WHEREAS, [*].
		

		
			 
		

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

		
			 
		

		
			1.        Table of Contents.
		

		
			The Table of Contents is deleted in its entirety, replaced by a new Table of Contents provided hereto as Enclosure 1  and incorporated into the Purchase Agreement by this reference.  The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 11.
		

		
			 
		

		
			2.        TABLES
		

		
			Table 1B is deleted in its entirety, replaced by a revised Table 1B provided hereto as Enclosure 2 and incorporated into the Purchase Agreement by this reference.  This new Table 1B reflects (i) [*] deliveries,  and (ii) identification of [*] as lessee for the [*].
		

		
			 
		

		
			3.        LETTER AGREEMENTS.
		

		
			Letter Agreement HAZ-PA-03791-LA-1208090R4 titled Special Matters is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208090R5 provided hereto as Enclosure 3 and incorporated into the Purchase Agreement by this reference.
		

		
			 
		

		
			The Purchase Agreement will be deemed to be amended to the extent herein provided and as so amended will continue in full force and effect.  The terms of this Supplemental Agreement No. 11 expires if not executed by April 28, 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-11


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						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-7

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						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

					
					
						 

				



		
			 
		

		


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

		
			
		

		



		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791


					

					

						i


					

					

						SA-11


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



		

			Enclosure 1

		


		

			 

		


		

			TABLE OF CONTENTS

		


		

			 

		




	
					
						

					
						 

					
					
						 

					
					
						 

				
	
					
						LA-1208086

					
					
						Loading of Customer Software

					
					
						 

				
	
					
						LA-1208087R1

					
					
						Open Matters for 737-8 and 737-9 Aircraft 

					
					
						SA-4

				
	
					
						LA-1208088

					
					
						Performance Matters

					
					
						 

				
	
					
						LA-1208089R1

					
					
						[*]

					
					
						SA-4

				
	
					
						LA-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-11


				
	

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						 


				




		

			 

		





 



			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						Enclosure 2


				
	

					

						 


					

					

						Table 1B


					

					

						 


				
	

					

						 


					

					

						to Purchase Agrement No. PA-03791


					

					

						 


				
	

					

						 


					

					

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


					

					

						 


				




		

			 

		




	
					
						

					
						Airframe Model/MTOW:

					
					
						737-9

					
					
						194700 pounds

					
					
						  

					
					
						Detail Specification:

					
					
						D019A007-B (5/18/2012)

				
	
					
						Engine Model/Thrust:

					
					
						CFM-LEAP-1B

					
					
						0 pounds

					
					
						 

					
					
						Airframe Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						Airframe Price:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						Optional Features:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Sub-Total of Airframe and Features:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Airframe Escalation Data:

					
					
						 

					
					
						 

				
	
					
						Engine Price (Per Aircraft):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (ECI):

					
					
						[*]

					
					
						 

				
	
					
						Aircraft Basic Price (Excluding BFE/SPE):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (CPI):

					
					
						[*]

					
					
						 

				
	
					
						Buyer Furnished Equipment (BFE) Estimate:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Seller Purchased Equipment (SPE) Estimate:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Refundable Deposit/Aircraft at Proposal Accept:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

			
					
						 

					
					
						 

					
					
						Manufacturer

					
					
						Escalation

					
					
						 

					
					
						 

					
					
						Escalation Estimate

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

				
	
					
						Delivery

					
					
						Number of 

					
					
						Serial 

					
					
						Factor

					
					
						 

					
					
						P.A.

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						No.

					
					
						(Airframe)

					
					
						Lessee

					
					
						Exhibit A

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2019

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			
		

		



		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791 60522-1F.TXT


					

					

						 


					

					

						SA-11


				
	

					

						 


					

					

						Boeing Proprietary


					

					

						Page 1 of 2


				




		

			 

		





 



			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						Enclosure 2


				
	

					

						 


					

					

						Table 1B


					

					

						 


				
	

					

						 


					

					

						to Purchase Agrement No. PA-03791


					

					

						 


				
	

					

						 


					

					

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


					

					

						 


				




		

			 

		




	
					
						

					
						 

					
					
						 

					
					
						Manufacturer

					
					
						Escalation

					
					
						 

					
					
						 

					
					
						Escalation Estimate

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

				
	
					
						Delivery

					
					
						Number of 

					
					
						Serial 

					
					
						Factor

					
					
						 

					
					
						P.A.

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						No.

					
					
						(Airframe)

					
					
						Lessee

					
					
						Exhibit A

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						2

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						
Total:

					
					
						
22

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		
			 
		

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

		
			 
		

		


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

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791 60522-1F.TXT


					

					

						 


					

					

						SA-11


				
	

					

						 


					

					

						Boeing Proprietary


					

					

						Page 2 of 2


				




		

			 

		





 



		

			 

		





		

		
			Enclosure 3
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						

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

				
	
					
						 

					
					
						 

				



		
			 
		

		
			HAZ-PA-03791-LA-1208090R5
		

		
			 
		

		
			 
		

		
			Air Lease Corporation
		

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

		
			 
		

		
			 
		

		
			Subject:         Special Matters
		

		
			 
		

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

		
			 
		

		
			This letter agreement (Letter Agreement)  cancels and supersedes all previous versions with an acceptance date prior to the acceptance date indicated below and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
		

		
			 
		

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

		
			 
		

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

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Basic Credit Memorandum

				
	
					
						 

					
					
						 

					
					
						Model Type

				
	
					
						Aircraft Block

					
					
						[*]

					
					
						737-8 Aircraft

					
					
						737-9 Aircraft

					
					
						737-9 [*]

				
	
					
						Block A

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block B

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block C

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block D

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			1.2      Leasing Credit Memorandum.  Customer expressly intends to lease the Aircraft and 737‐9  [*]  to a third party or parties (Lessee or Lessees) who are in the 
		

		
			 
		

		


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

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

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			Enclosure 3
		

		
			
		

		
			 
		

		
			 
		

		
			commercial airline business as aircraft operators.  As an additional consideration and incentive for entering into a lease for the Aircraft and 737‐9  [*] prior to delivery of each such Aircraft or 737‐9  [*], Boeing will issue to Customer a leasing credit memorandum (Leasing Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft or 737‐9  [*] minor model and [*].  Customer will not be permitted to assign this Leasing Credit Memorandum without the prior written consent of Boeing.
		

		
			 
		

			
					
						Leasing Credit Memorandum

				
	
					
						 

					
					
						 

					
					
						Model Type

				
	
					
						Aircraft Block

					
					
						[*]

					
					
						737-8 Aircraft

					
					
						737-9 Aircraft

					
					
						737-9 [*]

				
	
					
						Block A

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block B

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block C

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block D

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			1.3      [*]
		

		
			 
		

		
			1.4      [*]
		

		
			 
		

		
			1.5      [*]
		

		
			 
		

		
			1.6      [*]
		

		
			 
		

		
			1.7      [*] 
		

		
			 
		

		
			1.8      [*]
		

		
			 
		

		
			1.9      [*]
		

		
			 
		

		
			1.10    [*]
		

		
			 
		

		
			1.11    [*] 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208090R5


					

					

						 


					

					

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			Enclosure 3
		

		
			
		

		
			 
		

		
			 
		

		
			1.12    [*]
		

		
			 
		

		
			1.13    [*]
		

		
			 
		

		
			1.14    [*]
		

		
			 
		

		
			1.15    [*]
		

		
			 
		

		
			1.16    [*]
		

		
			 
		

		
			1.17    [*]
		

		
			 
		

		
			2.                   Escalation of Credit Memoranda. Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs [*] will be escalated from the base year indicated to the scheduled month of the respective Aircraft or 737‐9 [*] delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to such Aircraft or 737‐9 [*].  The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or 737‐9 [*] at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance payments).
		

		
			 
		

		
			3.                   Assignment.
		

		
			Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Aircraft and 737-9 [*] at time of delivery and leasing the Aircraft and 737-9 [*]. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
		

		
			 
		

		
			4.                   Confidentiality.
		

		
			Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b)  employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to 
		

		
			 
		

		


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

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208090R5


					

					

						 


					

					

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			Enclosure 3
		

		
			
		

		
			 
		

		
			 
		

		
			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/ James E. Carpenter

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						May 10, 2017

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Grant Levy

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Executive Vice President

					
					
						 

				



		
			 
		


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						HAZ-PA-03791-LA-1208090R5


					

					

						 


					

					

						SA-11


				
	

					

						Special Matters


					

					

						BOEING PROPRIETARY


					

					

						Page 4