al_Ex10_6


		
			EXHIBIT 10.6
		

		
			 
		

		
			CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED
		

		
			 
		

		
			Supplemental Agreement No. 23
		

		
			 
		

		
			to
		

		
			 
		

		
			Purchase Agreement No. 03791
		

		
			 
		

		
			between
		

		
			 
		

		
			THE BOEING COMPANY
		

		
			 
		

		
			and
		

		
			 
		

		
			AIR LEASE CORPORATION
		

		
			THIS SUPPLEMENTAL AGREEMENT is entered into as of June 26, 2019 (Supplemental Agreement No. 23) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).
		

		
			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; and
		

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

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

		
			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 and replaced by a new Table of Contents, provided as Enclosure 1, and incorporated into the Purchase Agreement.   The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 23.
		

		
			2.         TABLES.
		

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

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						1


					

					

						SA-23


				




		

			 

		


		

			BOEING PROPRIETARY

		








		

		
			3.         LETTER AGREEMENTS.
		

		
			3.1       Letter Agreement HAZ-PA-03791-LA-1208090R8, entitled “Special Matters for 737-8 and 737-9 Aircraft,” is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208090R9, entitled “Special Matters for 737-8 and 737-9 Aircraft,” which is provided as Enclosure 3 to this Supplemental Agreement No. 23, and incorporated into the Purchase Agreement.
		

		
			3.2       Letter Agreement HAZ-PA-03791-LA-1208078R6, entitled “Advance Payment Matters,” is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208078R7, entitled “Advance Payment Matters,” which is provided as Enclosure 4 to this Supplemental Agreement No. 23, and incorporated into the Purchase Agreement.
		

		
			4.         CONTINGENCY.
		

		
			This Supplemental Agreement No. 23 is contingent on Customer executing Letter Agreement No. 6-1169-MVL-057 and Supplemental Agreement No. 13 under Purchase Agreement 3659.
		

		
			5.         [*]
		

		
			6.         MISCELLANEOUS.
		

		
			6.1       [*]
		

		
			6.2       All terms used but not defined in this Supplemental Agreement No. 23 will have the same meaning as such terms have in the Purchase Agreement.
		

		
			6.3       This Supplemental Agreement No. 23 will become effective upon execution and receipt by both parties of both this Supplemental Agreement No. 23 and fulfillment of the contingencies described in Article 4 on or before June 28, 2019, after which date this Supplemental Agreement No. 23 will be null and void and have no force or effect.
		

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

			
					
						THE BOEING COMPANY

					
					
						 

					
					
						AIR LEASE CORPORATION

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Michael Lombardi

					
					
						 

					
					
						By:

					
					
						/s/ Grant Levy

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its:

					
					
						Attorney‐In‐Fact

					
					
						 

					
					
						Its:

					
					
						Executive Vice President

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Attachments

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						2


					

					

						SA-23


				




		

			 

		


		

			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

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						TABLES

					
					
						 

				
	
					
						1A

					
					
						737-8 Block A Aircraft Information Table [*]

					
					
						SA-22

				
	
					
						1B

					
					
						737-9 Block B Aircraft Information Table [*]

					
					
						SA-22

				
	
					
						1C

					
					
						737-8 Block C Aircraft Information Table [*]

					
					
						SA-22

				
	
					
						1D

					
					
						737-8 Block D Aircraft Information Table [*]

					
					
						SA-22

				
	
					
						1E

					
					
						737-8 Block E Aircraft Information Table [*]

					
					
						SA-14

				
	
					
						1F

					
					
						737-7 Block F Aircraft Information Table [*]

					
					
						SA-23

				
	
					
						1G

					
					
						737-8 Block G Aircraft Information Table [*]

					
					
						SA-18

				
	
					
						1H1

					
					
						737-8 Block H1 Aircraft Information Table [*]

					
					
						SA-18

				
	
					
						1H2

					
					
						737-8 Block H2 Aircraft Information Table [*]

					
					
						SA-18

				
	
					
						1H3

					
					
						737-8 Block H3 Aircraft Information Table [*]

					
					
						SA-18

				
	
					
						1H4

					
					
						737-8 Block H4 Aircraft Information Table [*]

					
					
						SA-18

				
	
					
						1H5

					
					
						737-8 Block H5 Aircraft Information Table [*]

					
					
						SA-18

				
	
					
						 

					
					
						 

				
	
					
						EXHIBITS

					
					
						 

				
	
					
						A1

					
					
						HAZ/[*] 737-8 Aircraft Configuration

					
					
						SA-16

				
	
					
						A2

					
					
						HAZ/[*] 737-8 Aircraft Configuration

					
					
						SA-16

				
	
					
						A3

					
					
						HAZ/[*] 737-8 Aircraft Configuration

					
					
						SA-16

				
	
					
						A4

					
					
						HAZ/[*] 737-8 Aircraft Configuration

					
					
						SA-16

				
	
					
						A5

					
					
						HAZ/[*] 737-8 Aircraft Configuration

					
					
						SA-16

				
	
					
						A6

					
					
						HAZ/[*] 737-9 Aircraft Configuration

					
					
						SA-19

				
	
					
						A7

					
					
						HAZ/[*] 737-8 Aircraft Configuration [*]

					
					
						SA-21

				
	
					
						A8

					
					
						HAZ/[*] 737-8 Aircraft Configuration [*]

					
					
						SA-21

				



		
			
		

		



		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						i


					

					

						SA-23


				




		

			 

		


		

			BOEING PROPRIETARY

		








		

			Enclosure 1

		


		

			TABLE OF CONTENTS

		


		

			 

		




	
					
						

					
						A9

					
					
						HAZ/[*] 737-8 Aircraft Configuration [*]

					
					
						SA-21

				
	
					
						A10

					
					
						HAZ/[*] 737-8 Aircraft Configuration [*]

					
					
						SA-21

				
	
					
						A11

					
					
						HAZ/[*] 737-8 Aircraft Configuration [*]

					
					
						SA-21

				
	
					
						A12

					
					
						HAZ/[*] 737-8 Aircraft Configuration [*]

					
					
						SA-21

				
	
					
						A13

					
					
						HAZ/[*] 737-9 Aircraft Configuration [*]

					
					
						SA-21

				
	
					
						A14

					
					
						HAZ/[*] 737-9 Aircraft Configuration [*]

					
					
						SA-21

				
	
					
						A15

					
					
						HAZ 737-8 [*] Aircraft Configuration [*]

					
					
						SA-21

				
	
					
						A16

					
					
						HAZ 737-9 [*] Aircraft Configuration [*]

					
					
						SA-21

				
	
					
						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

					
					
						SA No.

				
	
					
						LA-1208077

					
					
						AGTA Matters

					
					
						 

				
	
					
						LA-1208078R7

					
					
						Advance Payment Matters

					
					
						SA-23

				
	
					
						LA-1208079R2

					
					
						[*]

					
					
						SA-18

				
	
					
						LA-1208080

					
					
						Assignment of Customer’s Interest to a Subsidiary or Affiliate

					
					
						 

				
	
					
						LA-1208081

					
					
						Other Matters

					
					
						 

				
	
					
						LA-1208082

					
					
						Demonstration Flight Waiver

					
					
						 

				
	
					
						LA-1208083R4

					
					
						[*]

					
					
						SA-17

				
	
					
						LA-1208084

					
					
						Leasing Matters

					
					
						 

				
	
					
						LA-1208085

					
					
						Liquidated Damages for Non-Excusable Delay

					
					
						 

				
	
					
						LA-1208086

					
					
						Loading of Customer Software

					
					
						 

				
	
					
						LA-1208087R1

					
					
						Open Matters for 737-8 and 737-9 Aircraft

					
					
						SA-4

				
	
					
						LA-1208088

					
					
						Performance Matters

					
					
						 

				



		
			
		

		



		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						ii


					

					

						SA-23


				




		

			 

		


		

			BOEING PROPRIETARY

		








		

			Enclosure 1

		


		

			TABLE OF CONTENTS

		


		

			 

		




	
					
						

					
						LETTER AGREEMENTS

					
					
						SA No.

				
	
					
						LA-1208089R1

					
					
						[*]                                                                                                                          

					
					
						SA-4

				
	
					
						LA-1208090R9

					
					
						Special Matters for 737-8 and 737-9 Aircraft

					
					
						SA-23

				
	
					
						LA-1208091

					
					
						AGTA Term Revisions for 737-8 and 737-9 Aircraft

					
					
						 

				
	
					
						LA-1208092

					
					
						[*]

					
					
						 

				
	
					
						LA-1208958

					
					
						[*]

					
					
						 

				
	
					
						LA-1208963

					
					
						[*]                                                                                                                           

					
					
						SA-4

				
	
					
						LA-1209052

					
					
						Delivery Flexibility

					
					
						 

				
	
					
						LA-1300032

					
					
						[*]                                                                                                                           

					
					
						SA-4

				
	
					
						LA-1400773

					
					
						[*]                                                                                                                           

					
					
						SA-4

				
	
					
						LA-1401489

					
					
						[*]                                                                                                                           

					
					
						SA-4

				
	
					
						LA-1701519

					
					
						Special Matters Related to [*]

					
					
						SA-10

				
	
					
						LA-1701714

					
					
						Special Matters for 737-7 Aircraft

					
					
						SA-14

				
	
					
						LA-1704831

					
					
						Special Matters Relating to [*]

					
					
						SA-14

				
	
					
						LA-1704362

					
					
						[*]

					
					
						SA-15

				
	
					
						LA-1805016

					
					
						[*]

					
					
						SA-18

				
	
					
						LA-1805303

					
					
						[*]

					
					
						SA-18

				



		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791


					

					

						iii


					

					

						SA-23


				




		

			 

		


		

			BOEING PROPRIETARY

		








		

			Enclosure 2

		





		

		
			Table 1F To
		

		
			Purchase Agreement No. PA-03791
		

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

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Model/MTOW:

					
					
						 

					
					
						737-7

					
					
						145,000 pounds

					
					
						 

					
					
						Detail Specification:

					
					
						D019A008-N (6/10/2016)

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						 

					
					
						CFMLEAP - 1B21

					
					
						23,000 pounds

					
					
						 

					
					
						Airframe Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						Airframe Price:

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Price Base Year/Escalation Formula:

					
					
						[*]

					
					
						[*]

				
	
					
						Optional Features:

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Sub-Total of Airframe and Features:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Airframe Escalation Data:

					
					
						 

					
					
						 

				
	
					
						Engine Price (Per Aircraft):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (ECI):

					
					
						[*]

					
					
						 

				
	
					
						Aircraft Basic Price (Excluding BFE/SPE):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (CPI):

					
					
						[*]

					
					
						 

				
	
					
						Buyer Furnished Equipment (BFE) Estimate:

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Seller Purchased Equipment (SPE) Estimate:

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Deposit per Aircraft:

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Manufacturer

					
					
						Escalation

					
					
						 

					
					
						 

					
					
						Escalation Estimate

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

				
	
					
						Delivery

					
					
						Number of

					
					
						Serial

					
					
						Factor

					
					
						Lessee

					
					
						P.A.

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						No.

					
					
						(Airframe)

					
					
						 

					
					
						Exhibit A

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2022

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Total:

					
					
						2

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		
			 
		

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

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791 101124-1F.TXT


					

					

						Boeing Proprietary


					

					

						SA-23


					

						Page 1


				




		

			 

		








		

			Enclosure 3

		


		

			 

		


			

					

						 


					

					

						 


					

						 


					

						 


					

						 


				
	

					

						


					

					

						The Boeing Company


					

						P.O. Box 3707


					

						Seattle, WA  98124-2207


					

						 


				




		

			 

		





		

		
			HAZ-PA-03791-LA-1208090R9 
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, CA 90067
		

		
			 
		

		
			Subject:           Special Matters for 737-8 and 737-9 Aircraft
		

		
			 
		

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

		
			 
		

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

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

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

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Basic Credit Memorandum

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Model Type

					
					
						 

				
	
					
						Aircraft Block

					
					
						[*]

					
					
						737-8 Aircraft

					
					
						737-9 Aircraft

					
					
						737-9 [*]

					
					
						737-8 [*]

				
	
					
						Block A

					
					
						[*]

					
					
						[*] 

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block B

					
					
						[*]

					
					
						[*]

					
					
						[*] 

					
					
						[*] 

					
					
						[*]

				
	
					
						Block C

					
					
						[*]

					
					
						[*] 

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block D

					
					
						[*]

					
					
						[*] 

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block E

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block G

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block H

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			1.2       Leasing Credit Memorandum.  Customer expressly intends to lease the Aircraft and [*] to a third party or parties (Lessee or Lessees) who are in the commercial airline business as aircraft operators.  As an additional consideration and incentive for
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						SA-23


					

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			BOEING PROPRIETARY

		








		

			Enclosure 3

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			entering into a lease for the Aircraft and [*] prior to delivery of each such Aircraft or [*], Boeing will issue to Customer a leasing credit memorandum (Leasing Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft or [*] minor model and [*].  Customer will not be permitted to assign this Leasing Credit Memorandum without the prior written consent of Boeing.
		

		
			 
		

			
					
						Leasing Credit Memorandum

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Model Type

					
					
						 

				
	
					
						Aircraft Block

					
					
						[*]

					
					
						737-8 Aircraft

					
					
						737-9 Aircraft

					
					
						737-9 

					
					
						737-8 

				
	
					
						Block A

					
					
						[*]

					
					
						[*] 

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block B

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 [*]

					
					
						[*]

				
	
					
						Block C

					
					
						[*]

					
					
						[*] 

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block D

					
					
						[*]

					
					
						[*] 

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block E

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block G

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Block H

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			1.3       [*]
		

		
			1.4       [*]
		

		
			 
		

		
			1.5       [*]
		

		
			1.6       [*]
		

		
			1.7       [*]
		

		
			 
		

		
			1.8       [*]
		

		
			 
		

		
			1.9       [*]
		

		
			1.10     [*]
		

		
			1.11     [*]
		

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208090R9


					

						Special Matters for 737-8 and 737-9 Aircraft


					

					

						 


					

					

						SA-23


					

						Page 2


				




		

			BOEING PROPRIETARY

		








		

			Enclosure 3

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			 
		

		
			1.12     [*]
		

		
			1.13     [*]
		

		
			1.14     [*]
		

		
			1.15     [*]
		

		
			 
		

		
			1.16     [*]
		

		
			 
		

		
			1.17     [*]
		

		
			 
		

		
			1.18     [*]
		

		
			1.19     [*]
		

		
			1.20     [*]
		

		
			 
		

		
			1.21     [*]
		

		
			 
		

		
			1.22     [*]
		

		
			1.23     [*]
		

		
			1.24     [*]
		

		
			1.25     [*]
		

		
			1.26     [*]
		

		
			1.27     [*]
		

		
			1.28     [*]
		

		
			1.29     [*]
		

		
			1.30     [*]
		

		
			1.31     [*]
		

		
			1.32     [*]
		

		
			1.33     [*]
		

		
			1.34     [*]
		

		
			1.35     [*]
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208090R9


					

						Special Matters for 737-8 and 737-9 Aircraft


					

					

						 


					

					

						SA-23


					

						Page 3


				




		

			BOEING PROPRIETARY

		








		

			Enclosure 3

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			1.36     [*]
		

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

		
			2.                     Assignment.
		

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

		
			3.                     Confidentiality.
		

		
			Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b)  employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 3) without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 3.  Customer shall be fully responsible to Boeing for compliance with such obligations.
		

		
			
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208090R9


					

						Special Matters for 737-8 and 737-9 Aircraft


					

					

						 


					

					

						SA-23


					

						Page 4


				




		

			BOEING PROPRIETARY

		








		

			Enclosure 3

		


		

			 

		


			

					

						


					

					

						 


				




		

			 

		





		

		
			Very truly yours,
		

		
			 
		

			
					
						THE BOEING COMPANY

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Michael Lombardi

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Date:

					
					
						June 26, 2019

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Grant Levy

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Its

					
					
						Executive Vice President

					
					
						 

				



		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208090R9


					

						Special Matters for 737-8 and 737-9 Aircraft


					

					

						 


					

					

						SA-23


					

						Page 5


				




		

			BOEING PROPRIETARY

		








		

			Enclosure 4

		


		

			 

		


			

					

						 


					

					

						 


					

						 


					

						 


					

						 


				
	

					

						


					

					

						The Boeing Company


					

						P.O. Box 3707


					

						Seattle, WA 98124-2207


					

						 


				




		

			 

		





		

		
			HAZ-PA-03791-LA-1208078R7
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, CA 90067
		

		
			 
		

		
			Subject:           Advance Payment Matters
		

		
			 
		

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

		
			 
		

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

		
			The Purchase Agreement incorporates the terms and conditions of HAZ-AGTA between Boeing and Customer.  This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.
		

		
			1.         Deferred Advance Payment Schedule.
		

		
			1.1       Notwithstanding the Aircraft advance payment schedule provided in Table 1 of the Purchase Agreement, Customer may elect to pay an alternative fixed advance payment schedule for the Aircraft, as set forth below (Alternative Advance Payment Schedule).
		

		
			 
		

		
			[*]
		

		
			1.2       [*]
		

		
			2.                     [*]
		

		
			3.                     [*]
		

		
			4.                     [*]
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						SA-23


					

						Page 1


				




		

			BOEING PROPRIETARY

		








		

			Enclosure 4

		


		

			 

		


			

					

						 


					

					

						 


					

						 


					

						 


					

						 


				
	

					

						


					

					

						 


				




		

			 

		





		

		
			5.         Assignment.
		

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

		
			 
		

		
			6.         Confidential Treatment.
		

		
			Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b)  employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 6) without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 6.  Customer shall be fully responsible to Boeing for compliance with such obligations.
		

		
			 
		

		
			Very truly yours,
		

		
			 
		

			
					
						THE BOEING COMPANY

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Michael Lombardi

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Its

					
					
						Attorney-in-fact

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Date:

					
					
						June 26, 2019

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By

					
					
						/s/ Grant Levy

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Its

					
					
						Executive Vice President

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


			

					

						HAZ-PA-03791-LA-1208078R7


					

						Advance Payment Matters


					

					

						 


					

					

						SA-23


					

						Page 2


				




		

			BOEING PROPRIETARY

		








			

					

						 


					

					

						 


					

						 


					

						 


					

						 


				
	

					

						


					

					

						The Boeing Company


					

						P.O. Box 3707


					

						Seattle, WA 98124 2207


					

						 


				




		

			 

		





		

		
			6-1169-MVL-057
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, CA 90067
		

		
			 
		

		
			Subject:           [*]
		

		
			 
		

		
			Attention:         Grant Levy, Executive Vice President
		

		
			 
		

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

		
			 
		

		
			[*]
		

		
			This letter agreement will be interpreted under and governed by the laws of the state of Washington, U.S.A., except that Washington’s choice of law rules will not be invoked for the purpose of applying the law of another jurisdiction.
		

		
			The information contained herein represents confidential business information 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 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.
		

		
			 
		

		
			 
		

		



		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						 


					

					

						Page 1


				




		

			 

		


		

			BOEING PROPRIETARY

		








			

					

						 


					

					

						 


					

						 


					

						 


					

						 


				
	

					

						


					

					

						 


				




		

			 

		




	
					
						

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						June 26, 2019

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						AIR LEASE CORPORATION

					
					
						 

					
					
						 

					
					
						THE BOEING COMPANY

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Grant Levy

					
					
						 

					
					
						By:

					
					
						/s/ Michael Lombardi

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name:

					
					
						Grant Levy

					
					
						 

					
					
						Name:

					
					
						Michael Lombardi

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Title:

					
					
						Executive Vice President

					
					
						 

					
					
						Title:

					
					
						Attorney-In-Fact

				



		
			 
		


		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						6-1169-MVL-057


					

					

						 


					

					

						Page 2


				




		

			 

		


		

			BOEING PROPRIETARY