al_Ex10_19


		
			 
		

		
			EXHIBIT 10.19
		

		
			 
		

		
			Confidential Treatment
Requested Pursuant to Rule 24b-2
		

		
			 
		

		
			Supplemental Agreement No. 4
		

		
			 
		

		
			to
		

		
			 
		

		
			Purchase Agreement No. PA-03659
		

		
			 
		

		
			between
		

		
			 
		

		
			The Boeing Company
		

		
			 
		

		
			and
		

		
			 
		

		
			Air Lease Corporation
		

		
			 
		

		
			This Supplemental Agreement is entered into as of January 30, 2015 (Supplemental Agreement No. 4) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer);
		

		
			 
		

		
			All terms used but not defined in this Supplemental Agreement No. 4 have the same meaning as in the Purchase Agreement;
		

		
			 
		

		
			WHEREAS, Boeing and Customer have entered into Purchase Agreement No. PA-03659 dated as of October 31, 2011 (the Purchase Agreement) relating to the purchase and sale of Model 787-9 aircraft and Model 787-10 aircraft;
		

		
			 
		

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

		
			 
		

		
			[*]
		

		
			 
		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify as the lessee for one (1) [*] Aircraft scheduled to deliver in June 2016 bearing serial number and one (1) [*] Aircraft scheduled to deliver in [*] bearing serial number [*].
		

		
			 
		

		
			WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for one (1) [*] Aircraft scheduled to deliver in [*] bearing serial number [*].
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						BOEING PROPRIETARY


					

					

						i


					

						 


				




		

			 

		





 


 
		

		
			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, provided as Enclosure 1 to this Supplemental Agreement No. 4, which reflects the revisions set forth in this Supplemental Agreement No. 4.
		

		
			 
		

		
			2.           TABLE 1.
		

		
			 
		

		
			a.Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines, provided as Enclosure 2 to this Supplemental Agreement No. 4 and hereby incorporated into the Purchase Agreement.  [*]
		

		
			 
		

		
			b.Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines, provided as Enclosure 3 to this Supplemental Agreement No. 4 and hereby incorporated into the Purchase Agreement.  [*]
		

		
			 
		

		
			c.Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines is deleted in its entirety and replaced by Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines, provided as Enclosure 4 to this Supplemental Agreement No. 4 and hereby incorporated into the Purchase Agreement.  [*]
		

		
			 
		

		
			d.Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines is deleted in its entirety and replaced by Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines, provided as Enclosure 5 to this Supplemental Agreement No. 4 and hereby incorporated into the Purchase Agreement.  [*]
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						BOEING PROPRIETARY


					

					

						ii


					

						 


				




		

			 

		





 


 
		

		
			3.            SUPPLEMENTAL EXHIBITS
		

		
			 
		

		
			a.Supplemental Exhibit BFE1 to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Supplemental Exhibit BFE1 to Purchase Agreement Number PA-03659, provided as Enclosure 6 to this Supplemental Agreement No. 4, which reflects the acceleration of the Accelerated Aircraft;
		

		
			 
		

		
			4.           LETTER AGREEMENTS.
		

		
			 
		

		
			a.Letter Agreement LA-1104720R1, Advance Payment Matters, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104720R2, Advance Payment Matters, provided as Enclosure 7 to this Supplemental Agreement No. 4, [*].
		

		
			 
		

		
			b.Letter Agreement LA-1104730R1, Model 787 Open Configuration Matters, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104730R2, Model 787 Open Configuration Matters, provided as Enclosure 8 to this Supplemental Agreement No. 4, [*].
		

		
			 
		

		
			5.           Expiration.
		

		
			 
		

		
			a.Unless expressly withdrawn, this Supplemental Agreement No. 4 will expire on January 30, 2015, if not executed by such date.
		

		
			 
		

		
			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/ Jon Lewis

					
					
						 

					
					
						BY:

					
					
						/s/ Grant Levy

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						ITS:

					
					
						Attorney-In-Fact

					
					
						 

					
					
						ITS:

					
					
						Executive Vice President

				



		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						BOEING PROPRIETARY


					

					

						iii


					

						 


				




		

			 

		





 


Enclosure 1
		

		
			 
		

		
			PURCHASE AGREEMENT NUMBER PA-03659
		

		
			 
		

		
			Between
		

		
			 
		

		
			THE BOEING COMPANY
		

		
			 
		

		
			and
		

		
			 
		

		
			Air Lease Corporation
		

		
			 
		

		
			Relating to Boeing Model 787-9 and 787-10 Aircraft
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						PA Page 1


					

						 


				




		

			 

		





 


Enclosure 1
		

		
			 
		

		
			TABLE OF CONTENTS
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						ARTICLES

					
					
						    

					
					
						 

					
					
						    

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Article 1.

					
					
						 

					
					
						Quantity, Model, Description and Inspection

					
					
						 

					
					
						SA-2

				
	
					
						Article 2.

					
					
						 

					
					
						Delivery Schedule

					
					
						 

					
					
						SA-2

				
	
					
						Article 3.

					
					
						 

					
					
						Price

					
					
						 

					
					
						SA-2

				
	
					
						Article 4.

					
					
						 

					
					
						Payment

					
					
						 

					
					
						SA-2

				
	
					
						Article 5.

					
					
						 

					
					
						Additional Terms

					
					
						 

					
					
						SA-2

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						TABLE

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						IA.

					
					
						 

					
					
						787-9 Block A Aircraft Information Table

					
					
						 

					
					
						SA-4

				
	
					
						IB.

					
					
						 

					
					
						787-9 Block B Aircraft Information Table

					
					
						 

					
					
						SA-4

				
	
					
						IC.

					
					
						 

					
					
						787-10 Block A Aircraft Information Table

					
					
						 

					
					
						SA-3

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						EXHIBIT

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						A.

					
					
						 

					
					
						Aircraft Configuration

					
					
						 

					
					
						SA-2

				
	
					
						B.

					
					
						 

					
					
						Aircraft Delivery Requirements and Responsibilities

					
					
						 

					
					
						SA-2

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						SUPPLEMENTAL EXHIBITS

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						AE1.

					
					
						 

					
					
						Escalation Adjustment Airframe and Optional Features

					
					
						 

					
					
						SA-2

				
	
					
						BFE1.

					
					
						 

					
					
						BFE Variables

					
					
						 

					
					
						SA-4

				
	
					
						CS1.

					
					
						 

					
					
						Customer Support Document

					
					
						 

					
					
						SA-2

				
	
					
						EE1.

					
					
						 

					
					
						[*], Engine Warranty and Patent Indemnity - General Electric Engines

					
					
						 

					
					
						SA-2

				
	
					
						EE1.

					
					
						 

					
					
						[*], Engine Warranty and Patent Indemnity — Rolls Royce Engines

					
					
						 

					
					
						SA-2

				
	
					
						SLP1.

					
					
						 

					
					
						Service Life Policy Components

					
					
						 

					
					
						SA-2

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						LETTER AGREEMENTS

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						LA-1104716R1

					
					
						 

					
					
						[*]

					
					
						 

					
					
						SA-2

				
	
					
						LA-1104717R1

					
					
						 

					
					
						Demonstration Flight Waiver

					
					
						 

					
					
						SA-2

				
	
					
						LA-1104718R1

					
					
						 

					
					
						[*]

					
					
						 

					
					
						SA-2

				
	
					
						LA-1104719R1

					
					
						 

					
					
						Other Matters

					
					
						 

					
					
						SA-2

				
	
					
						LA-1104720R2

					
					
						 

					
					
						Advance Payment Matters

					
					
						 

					
					
						SA-4

				
	
					
						LA-1104721R1

					
					
						 

					
					
						[*]

					
					
						 

					
					
						SA-2

				



		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						PA Page 2


					

						 


				




		

			 

		





 


Enclosure 1
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						LA-1104722R1

					
					
						    

					
					
						Assignment of Customer’s Interest to a Subsidiary or Affiliate

					
					
						    

					
					
						SA-2

				
	
					
						LA-1104724

					
					
						 

					
					
						e-Enabling Software Matters

					
					
						 

					
					
						 

				
	
					
						LA-1104725R1

					
					
						 

					
					
						[*]

					
					
						 

					
					
						SA-2

				
	
					
						LA-1104726R1

					
					
						 

					
					
						Special Matters relating to COTS Software and End User License Agreements

					
					
						 

					
					
						SA-2

				
	
					
						LA-1104727R2

					
					
						 

					
					
						AGTA Matters

					
					
						 

					
					
						SA-2

				
	
					
						LA-1104728R1

					
					
						 

					
					
						Leasing Matters for 787 Aircraft

					
					
						 

					
					
						SA-2

				
	
					
						LA-1104729R1

					
					
						 

					
					
						Liquidated Damages - Non-Excusable Delay

					
					
						 

					
					
						SA-2

				
	
					
						LA-1104730R2

					
					
						 

					
					
						Open Configuration Matters

					
					
						 

					
					
						SA-4

				
	
					
						LA-1104731R1

					
					
						 

					
					
						Performance Guarantees-787-9 Block A Aircraft

					
					
						 

					
					
						SA-2

				
	
					
						LA-1104733R1

					
					
						 

					
					
						Special Terms - Seats and In-flight Entertainment

					
					
						 

					
					
						SA-2

				
	
					
						LA-1104734R1

					
					
						 

					
					
						Special Matters - 787-9 Block A Aircraft

					
					
						 

					
					
						SA-2

				
	
					
						LA-1300863

					
					
						 

					
					
						Performance Guarantees - 787-10 Block A Aircraft

					
					
						 

					
					
						SA-2

				
	
					
						LA-1300864

					
					
						 

					
					
						Performance Guarantees - 787-9 Block B Aircraft

					
					
						 

					
					
						SA-2

				
	
					
						LA-1301080

					
					
						 

					
					
						Special Matters - 787-9 Block B Aircraft

					
					
						 

					
					
						SA-2

				
	
					
						LA-1301081

					
					
						 

					
					
						Special Matters - 787-10 Block A Aircraft

					
					
						 

					
					
						SA-2

				
	
					
						LA-1301082

					
					
						 

					
					
						[*]

					
					
						 

					
					
						SA-2

				
	
					
						LA-1301083

					
					
						 

					
					
						Promotional Support - 787-10 Aircraft

					
					
						 

					
					
						SA-2

				
	
					
						LA-1301084

					
					
						 

					
					
						[*]

					
					
						 

					
					
						SA-2

				
	
					
						LA-1302043

					
					
						 

					
					
						[*]

					
					
						 

					
					
						SA-2

				
	
					
						LA-1302348R1

					
					
						 

					
					
						[*]

					
					
						 

					
					
						SA-2

				



		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						BOEING PROPRIETARY


					

					

						PA Page 3


					

						 


				




		

			 

		





 


Enclosure 2
		

		
			 
		

		
			Table 1A To
		

		
			Purchase Agreement No. PA-03659
		

		
			787-9 Block A Aircraft Delivery, Description, Price and Advance Payments
		

		
			General Electric GEnx-1B74/75 Engines
		

		
			 
		

			
					
						Airframe Model/MTOW:

					
					
						    

					
					
						787-9

					
					
						    

					
					
						545,000 pounds

					
					
						    

					
					
						Detail Specification:

					
					
						    

					
					
						787B1‐4102‐D
(4/27/2011)

					
					
						    

					
					
						                              

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						 

					
					
						GENX‐1B74/75

					
					
						 

					
					
						74,100 pounds

					
					
						 

					
					
						Airframe Price Base Year/Esc. Formula:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Price:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Price Base Year/Esc. 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) Est.:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Escalation Data:

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Seller Purchased Equipment (SPE) Est.:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (ECI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						In Flight Entertainment (IFE) Est:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (CPI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Deposit per Aircraft:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

			
					
						 

					
					
						 

					
					
						Escalation

					
					
						Escalation

					
					
						Manufacturer’s

					
					
						 

					
					
						Escalation Estimate

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

				
	
					
						Delivery

					
					
						Number of 

					
					
						Factor

					
					
						Factor

					
					
						Serial 

					
					
						 

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						(Airframe)

					
					
						(Engine)

					
					
						Number

					
					
						Lessee

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2016

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2019*

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Total:

					
					
						4

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		


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

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						Boeing Proprietary


					

					

						Page 1


					

						 


				




		

			 

		





 


Enclosure 3
		

		
			 
		

		
			Table 1A To
		

		
			Purchase Agreement No. PA-03659
		

		
			787-9 Block A Aircraft Delivery, Description, Price and Advance Payments
		

		
			Rolls Royce Trent 1000J Engines
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Model/MTOW:

					
					
						    

					
					
						787‐9

					
					
						    

					
					
						545,000 pounds

					
					
						    

					
					
						Detail Specification:

					
					
						    

					
					
						787B1‐4102‐D
(4/27/2011)

					
					
						    

					
					
						                              

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						 

					
					
						TRENT1000‐J

					
					
						 

					
					
						73,800 pounds

					
					
						 

					
					
						Airframe Price Base Year/Esc. Formula:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Price:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Price Base Year/Esc. 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) Est.:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Escalation Data:

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Seller Purchased Equipment (SPE) Est.:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (ECI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						In Flight Entertainment (IFE) Est:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (CPI):

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Deposit per Aircraft:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Escalation

					
					
						Escalation

					
					
						Manufacturer’s

					
					
						 

					
					
						Escalation Estimate

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

				
	
					
						Delivery

					
					
						Number of 

					
					
						Factor

					
					
						Factor

					
					
						Serial 

					
					
						 

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						(Airframe)

					
					
						(Engine)

					
					
						Number

					
					
						Lessee

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2016

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2019*

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Total:

					
					
						4

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		


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

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						Boeing Proprietary


					

					

						Page 2


					

						 


				




		

			 

		





 


Enclosure 4
		

		
			 
		

		
			Table 1B To
		

		
			Purchase Agreement No. PA-03659
		

		
			787-9 Block A Aircraft Delivery, Description, Price and Advance Payments
		

		
			General Electric GEnx-1B74/75 Engines
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Model/MTOW:

					
					
						    

					
					
						787‐9

					
					
						    

					
					
						553,000 pounds

					
					
						    

					
					
						Detail Specification:

					
					
						    

					
					
						787B1-4102-J 
(5/17/2013)

					
					
						    

					
					
						                              

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						 

					
					
						GENX‐1B74/75

					
					
						 

					
					
						74,100 pounds

					
					
						 

					
					
						Airframe Price Base Year/Esc. Formula:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Price:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Price Base Year/Esc. 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) Est.:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Escalation Data:

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Seller Purchased Equipment (SPE) Est.:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (ECI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						In Flight Entertainment (IFE) Est:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (CPI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Deposit per Aircraft:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Escalation

					
					
						Escalation

					
					
						Manufacturer’s

					
					
						 

					
					
						Escalation Estimate

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

				
	
					
						Delivery

					
					
						Number of 

					
					
						Factor

					
					
						Factor

					
					
						Serial 

					
					
						 

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						(Airframe)

					
					
						(Engine)

					
					
						Number

					
					
						Lessee

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2016

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2020

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Total:

					
					
						3

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		


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

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						Boeing Proprietary


					

					

						Page 1


					

						 


				




		

			 

		





 


Enclosure 5
		

		
			 
		

		
			Table 1B To
		

		
			Purchase Agreement No. PA-03659
		

		
			787-9 Block A Aircraft Delivery, Description, Price and Advance Payments
		

		
			Rolls Royce Trent 1000J Engines
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Model/MTOW:

					
					
						    

					
					
						787‐9

					
					
						    

					
					
						553,000 pounds

					
					
						    

					
					
						Detail Specification:

					
					
						    

					
					
						787B1‐4102‐J
(5/17/2013)

					
					
						    

					
					
						                              

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Engine Model/Thrust:

					
					
						 

					
					
						Trent1000J

					
					
						 

					
					
						74,400 pounds

					
					
						 

					
					
						Airframe Price Base Year/Esc. Formula:

					
					
						 

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Airframe Price:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Price Base Year/Esc. 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) Est.:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Engine Escalation Data:

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Seller Purchased Equipment (SPE) Est.:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (ECI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						In Flight Entertainment (IFE) Est:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						Base Year Index (CPI):

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Deposit per Aircraft:

					
					
						 

					
					
						 

					
					
						 

					
					
						[*]

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

			
					
						 

					
					
						 

					
					
						Escalation

					
					
						Escalation

					
					
						Manufacturer’s

					
					
						 

					
					
						Escalation Estimate

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

				
	
					
						Delivery

					
					
						Number of 

					
					
						Factor

					
					
						Factor

					
					
						Serial 

					
					
						 

					
					
						Adv Payment Base

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						Date

					
					
						Aircraft

					
					
						(Airframe)

					
					
						(Engine)

					
					
						Number

					
					
						Lessee

					
					
						Price Per A/P

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2016

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						1

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]-2020

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Total:

					
					
						3

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			[*]
		

		


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

		
			 
		

		
			


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						 


					

					

						Boeing Proprietary


					

					

						Page 2


					

						 


				




		

			 

		





 


Enclosure 6
		

		
			 
		

		
			BUYER FURNISHED EQUIPMENT VARIABLES
		

		
			 
		

		
			between
		

		
			 
		

		
			THE BOEING COMPANY
		

		
			 
		

		
			and
		

		
			 
		

		
			AIR LEASE CORPORATION
		

		
			 
		

		
			Supplemental Exhibit BFE1
		

		
			 
		

		
			to Purchase Agreement Number 03659
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						BOEING PROPRIETARY


					

					

						BFE1 Page 1


					

						 


				




		

			 

		





 


Enclosure 6
		

		
			 
		

		
			BUYER FURNISHED EQUIPMENT VARIABLES
		

		
			 
		

		
			relating to
		

		
			 
		

		
			BOEING MODEL 787-9 and 787-10 AIRCRAFT
		

		
			 
		

		
			This Supplemental Exhibit BFE1 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 and model/part of the following BFE items by the first day of the following months:
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						Item

					
					
						    

					
					
						Number of months prior to the first day
of the scheduled month of delivery

				
	
					
						Premium Seats with Design for Manufacturing and Assembly (DFMA) required (and IFE Supplier)

					
					
						 

					
					
						[*]

				
	
					
						Premium Seats that meet the seat program requirements and in-sequence installation requirements of Boeing document D6-83347

					
					
						 

					
					
						[*]

				
	
					
						Bar Units

					
					
						 

					
					
						[*]

				
	
					
						Galley Carts

					
					
						 

					
					
						[*]

				
	
					
						Life Vests 

					
					
						 

					
					
						[*]

				
	
					
						Upholstery 

					
					
						 

					
					
						[*]

				



		
			 
		

		
			Identification of the suppliers and model/parts for the above items for the Accelerated Aircraft (as defined in letter agreement HAZ-PA-03659-LA-1104730), are subject to the terms set forth in Article 2.3 of letter agreement HAZ-PA-03659-LA-1104730.  Notwithstanding the above table, such suppliers and model/parts for the [*] shall be identified by [*].
		

		
			 
		

		


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

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						BOEING PROPRIETARY


					

					

						BFE1 Page 2


					

						 


				




		

			 

		





 


Enclosure 6
		

		
			 
		

		
			2.           On-dock Dates and Other Information.
		

		
			 
		

		
			On or before February 2015, Boeing will provide to  Customer BFE requirements, electronically in My Boeing Fleet (MBF) through My Boeing Configuration (MBC) or by other means, setting forth the items, quantities, technical reviews, on-dock dates, shipping instructions and other requirements relating to the in-sequence installation of BFE.  These requirements may be periodically revised by Boeing.    Customer and Boeing rights and obligations related to the BFE requirements established in this Supplemental Exhibit BFE1 are set forth in Exhibit A to the AGTA.   For planning purposes, the first Aircraft preliminary BFE seat requirements and preliminary on-dock dates for all BFE items are set forth below.
		

		
			 
		

		
			The below “Completion Date” represents the first day of the month by which the specific milestone must be completed to support a BFE seat program.
		

		
			 
		

		
			Customer’s Code 1 Introduction Aircraft: BFE Seat Program Milestones (Code 1 Introduction Aircraft Delivery Only)
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						Milestone

					
					
						    

					
					
						Completion Date

				
	
					
						Initial Technical Coordination Meeting (ITCM)

					
					
						 

					
					
						[*]

				
	
					
						Preliminary Design Review (PDR)

					
					
						 

					
					
						[*]

				
	
					
						Critical Design Review (CDR)

					
					
						 

					
					
						[*]

				
	
					
						Final Seat Review (FSR)

					
					
						 

					
					
						[*]

				
	
					
						Inspection

					
					
						 

					
					
						[*]

				
	
					
						Premium Seat On-Dock Date for Code 1 Introduction Aircraft delivery

					
					
						 

					
					
						[*]

				



		
			 
		

		
			*  Customer and Boeing will mutually agree upon a firm date for the ITCM for the [*].
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						BOEING PROPRIETARY


					

					

						BFE1 Page 3


					

						 


				




		

			 

		





 


Enclosure 6
		

		
			 
		

		
			** Will be determined at the ITCM for the respective Code 1 Introduction Aircraft.
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

						BOEING PROPRIETARY


					

					

						BFE1 Page 4


					

						 


				




		

			 

		





 


Enclosure 6
		

		
			 
		

		
			Preliminary On-Dock and Customer Inspection Months
		

		
			(Note: All requirements are set forth below.  If a month is listed, then the due date is the
first day of the month.  If no date is listed, then there is no requirement.)
		

		
			 
		

		
			787-9 Aircraft:
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						For planning purposes, preliminary BFE on-dock dates:

				
	
					
						Scheduled
Month/Year of
Delivery

					
					
						Quantity

					
					
						Premium Seats

					
					
						Bar Units

					
					
						Galley Carts

					
					
						Life Vests

					
					
						Upholstery

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			787-10 Aircraft:
		

		
			 
		

			
					
						For planning purposes, preliminary BFE on-dock dates:

				
	
					
						Scheduled
Month/Year of
Delivery

					
					
						Quantity

					
					
						Premium Seats

					
					
						Bar Units

					
					
						Galley Carts

					
					
						Life Vests

					
					
						Upholstery

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

				



		
			 
		

		


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

		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

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Enclosure 6
		

		
			 
		

		
			2.           Additional Delivery Requirements - Import.
		

		
			 
		

		
			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
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

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Enclosure 7
		

		
			 
		

			
					
						

					
						 

					
						 

					
						 

					
					
						 

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


				



		
			 
		

		
			 
		

		
			HAZ-PA-03659-LA-1104720R2
		

		
			 
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, CA 90067
		

		
			 
		

		
			Subject:               Advance Payment Matters
		

		
			 
		

		
			Reference:           Purchase Agreement No. PA-03659 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 787-9 and 787-10 aircraft (collectively, the Aircraft)
		

		
			 
		

		
			This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104720R1 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 (AGTA) between Boeing and Customer.  This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.
		

		
			 
		

		
			1.           Alternative Fixed Advance Payment Schedule.
		

		
			 
		

		
			1.1Notwithstanding 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 respective Aircraft, as set forth in the table below (Alternative Fixed Advance Payment Schedule).
		

		
			 
		

		
			1.2Alternative Fixed Advance Payment Schedule — 787-9 Block A Aircraft.
		

		
			 
		

			
					
						 

					
					
						 

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

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

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Enclosure 7
		

		
			 
		

		
			
		

		
			 
		

		
			 
		

		
			1.3Alternative Fixed Advance Payment Schedule — 787-9 Block B Aircraft.
		

		
			 
		

			
					
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			1.4Alternative Fixed Advance Payment Schedule — 787-10 Block A Aircraft.
		

		
			 
		

			
					
						 

					
					
						 

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

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

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Enclosure 7
		

		
			 
		

		
			
		

		
			 
		

		
			 
		

		
			1.5[*]
		

		
			 
		

		
			2.[*]
		

		
			 
		

		
			3.[*]
		

		
			 
		

		
			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.
		

		
			 
		

		
			6.Assignment.
		

		
			 
		

		
			Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’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.
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

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Enclosure 7
		

		
			 
		

		
			
		

		
			 
		

		
			 
		

		
			Very truly yours,
		

		
			 
		

		
			THE BOEING COMPANY
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						 

				
	
					
						 

				
	
					
						By

					
					
						/s/ Jon Lewis

				
	
					
						 

				
	
					
						Its

					
					
						Attorney-In-Fact

				
	
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

				
	
					
						 

				
	
					
						Date:

					
					
						January 30, 2015

				
	
					
						 

				
	
					
						AIR LEASE CORPORATION

				
	
					
						 

				
	
					
						By

					
					
						/s/ Grant Levy

				
	
					
						 

				
	
					
						Its

					
					
						Executive Vice President

				



		
			 
		

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

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Enclosure 8
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						

					
						 

					
						 

					
						 

					
					
						 

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


				



		
			 
		

		
			 
		

		
			HAZ-PA-03659-LA-1104730R2
		

		
			 
		

		
			 
		

		
			Air Lease Corporation
		

		
			2000 Avenue of the Stars, Suite 1000N
		

		
			Los Angeles, CA 90067
		

		
			 
		

		
			Subject:                Model 787 Open Configuration Matters
		

		
			 
		

		
			Reference:           Purchase Agreement No. PA-03659 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 787-9 and 787-10 aircraft (collectively, the Aircraft)
		

		
			 
		

		
			This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104730R1 and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
		

		
			 
		

		
			1.[*]
		

		
			 
		

		
			2.Aircraft Configuration.
		

		
			 
		

		
			2.1Initial Configuration.  The initial configuration of Customer’s Model 787-9 Aircraft has been defined by Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev D, dated April 27, 2011 for the 787-9 Block A Aircraft, and Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev. J, dated May 17, 2013 for the 787-9 Block B Aircraft.  The initial configuration for the 787-10 Block A Aircraft has been defined by Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev. J dated May 17, 2013, as supplemented by General Description document 787B1-3806 Rev. E dated May 10, 2013.  Given the long period of time between Purchase Agreement signing and delivery of the first Aircraft, the final configuration of the Customer’s Aircraft has not yet been defined.
		

		
			 
		

		
			2.2Final Configuration Schedule.  Customer and Boeing hereby agree to complete the configuration of the Aircraft using the then current Model 787 Airplane Configuration Specification document and selections from the then current 787 Airplane Descriptions and Selections document (Final Configuration) in accordance with the following schedule:
		

		
			 
		

		


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

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

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Enclosure 8
		

		
			 
		

		
			
		

		
			 
		

		
			 
		

		
			2.2.1      Subject to the provisions of Article 2.2.2, below, Final Configuration shall be completed no later than [*] prior to delivery of the first Aircraft.
		

		
			 
		

		
			2.2.2      If Customer wishes to include installation of Customer’s BFE premium class seats in the configuration of the Aircraft, Customer shall give written notice to Boeing by the lead times identified in Supplemental Exhibit BFE1 to the Purchase Agreement.
		

		
			 
		

		
			2.2.2.1   If requested by Customer, Boeing will provide a list of offerable BFE premium seat suppliers and previously certified seat models to support Customer’s selection in paragraph 2.2.2 above.
		

		
			 
		

		
			2.2.2.2   Should Customer elect to install a follow-on configuration that includes BFE premium class seat in the configuration of the Aircraft that (i) has been previously certified on another 787 aircraft or (ii) has minor changes from a previous certified seat, Boeing agrees to work with Customer to evaluate offerability of such seat program and to work towards reducing Boeing’s charges for such seat program.
		

		
			 
		

		
			2.2.2.3   In the event, Customer’s timing to secure a lessee for the Aircraft does not afford Customer the ability to comply with the BFE premium class seat lead times set forth in Supplemental Exhibit BFE1 to the Purchase Agreement, Boeing will make reasonable efforts to work with Customer to shorten the lead times [*], based on the BFE premium class seat configuration (reference paragraph 2.2.2.2 above) and Boeing’s then-current lead time criteria.  If Boeing determines that a BFE Seat Selection Lead Time of less than thirty (30) months before delivery is sufficient, Boeing will promptly notify Customer of the reduced lead time and such notice will incorporate the new lead time requirements into the Purchase Agreement.
		

		
			 
		

		
			2.2.2.4   Boeing agrees to maintain current offerings of premium seat suppliers in the 787 Airplane Descriptions and Selections (AD&S) document. A premium seat supplier in this paragraph 2.2.2.4 shall mean a supplier for a premium economy, business / first class seat in the AD&S. To demonstrate this commitment, Boeing will strive to maintain at least two (2) preferred premium class seats for each offering (premium economy and business / first class seat) in the AD&S at all times.  For purposes of this Purchase Agreement, a preferred premium class seat (Preferred Premium Class Seat) is:
		

		
			 
		

			
	
			
				 (i)
			

			
	
			
			for an existing AD&S premium seat selection, a premium seat that, at the BFE Seat Selection Time, has been purchased by another customer and is 




		
			 
		

		


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

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

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Enclosure 8
		

		
			 
		

		
			
		

		
			 
		

		
			 
		

		
			comparable to a premium seat selection that has been certified for in-sequence production installation on modern twin-aisle aircraft available for delivery in the same timeframe as Customer’s Aircraft; or
		

		
			 
		

			
	
			
				 (ii)
			

			
	
			
			for a relatively new offering by Boeing that has not been purchased by another customer at the BFE Seat Selection Time, such premium seat will be considered a Preferred Premium Class Seat if it is being actively evaluated in the marketplace for 787 configurations and/or is comparable to a premium seat selection that has been certified for in-sequence production installation on modern twin-aisle aircraft available for delivery in the same timeframe as Customer’s Aircraft.




		
			 
		

		
			The determination of a Preferred Premium Class Seat will be made by Boeing and Customer working together in good faith. In the event Boeing and Customer determine that Boeing does not have two Preferred Premium Class Seat selections available at the BFE Seat Selection Time, but Customer elects to pursue a premium seat solution which utilizes an existing catalog offering with configuration changes from a previously certified seat, Customer will pay Boeing’s charges for such seat program based upon Boeing’s level of effort required to support the program. If Boeing does not have two Preferred Premium Class Seat selections available at the BFE Seat Selection Time and Customer elects to pursue a new BFE premium seat program, Boeing will agree to waive the then-current AD&S option charge for a BFE premium seat installation. Boeing’s commitment herein shall not exceed waiver of [*] BFE premium seat installation option charges in total for the [*] Aircraft listed in Table 1 to the Purchase Agreement.
		

		
			 
		

		
			2.3[*]
		

		
			 
		

		
			3.Amendment of the Purchase Agreement.
		

		
			 
		

		
			Within thirty (30) days following Final Configuration Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:
		

		
			 
		

		


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

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

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Enclosure 8
		

		
			 
		

		
			
		

		
			 
		

		
			 
		

		
			3.1changes applicable to the basic Model 787 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration (Baseline Changes);
		

		
			 
		

		
			3.2incorporation into Exhibit A of the Purchase Agreement of those optional features which have been agreed to by Customer and Boeing (Customer Configuration Changes).  [*]
		

		
			 
		

		
			3.3revisions to the Performance Guarantees to reflect the effects, if any, on Aircraft performance of the incorporation of the Customer Configuration Changes;
		

		
			 
		

		
			3.4changes to the Optional Features Prices, Aircraft Basic Price and the Advance Payment Base Price of the Aircraft to adjust for the difference, if any, between the prices estimated in Table 1 of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes; and
		

		
			 
		

		
			3.5changes to the Advance Payment Base Price of the Aircraft to adjust for the difference between the estimated amount included in Table 1 of the Purchase Agreement for In-Flight Entertainment (IFE) and the price of the IFE reflected in the Customer Configuration Changes.
		

		
			 
		

		
			4.Other Letter Agreements.
		

		
			 
		

		
			Boeing and Customer acknowledge that as the definition of the Aircraft progresses, there may be a need to execute letter agreements addressing one or more of the following subjects:
		

		
			 
		

		
			4.1Software.  Additional provisions relating to software.
		

		
			 
		

		
			4.2In-Flight Entertainment (IFE) and/or Buyer Furnished Equipment (BFE).  Provisions relating to the terms under which Boeing may offer or install IFE and/or BFE in the Aircraft.
		

		
			 
		

		
			[Signature page follows.]
		

		
			 
		

		
			[Remainder of page intentionally left blank.]
		

		
			 
		

		


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

		
			 
		

		
			 
		

		
			


		 


			

					

						 


					

					

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Enclosure 8
		

		
			 
		

		
			
		

		
			 
		

		
			 
		

		
			5.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 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.
		

		
			 
		

		
			Very truly yours,
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						THE BOEING COMPANY

				
	
					
						 

				
	
					
						By

					
					
						/s/ Jon Lewis

				
	
					
						 

				
	
					
						Its

					
					
						Attorney-In-Fact

				
	
					
						 

				
	
					
						ACCEPTED AND AGREED TO this

				
	
					
						 

				
	
					
						Date:

					
					
						January 30, 2015

				
	
					
						 

				
	
					
						AIR LEASE CORPORATION

				
	
					
						 

				
	
					
						By

					
					
						/s/ Grant Levy

				
	
					
						 

				
	
					
						Its

					
					
						Executive Vice President

				



		
			 
		


		 


			

					

						 


					

					

						BOEING PROPRIETARY


					

					

						LA Page 5