exv10w15






EXHIBIT 10.15




CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 406




AIRCRAFT GENERAL TERMS AGREEMENT




LSQ-AGTA



between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	PAGE
	ARTICLES	 	 	 	NUMBER
	1.	 	Subject Matter of Sale
	 	3
	2.	 	Price, Taxes, and Payment
	 	3
	3.	 	Regulatory Requirements and Certificates
	 	5
	4.	 	Detail Specification; Changes
	 	6
	5.	 	Representatives, Inspection, Demonstration Flights,
Test Data and Performance Guarantee Compliance
	 	6
	6.	 	Delivery
	 	7
	7.	 	Excusable Delay
	 	7
	8.	 	Risk Allocation/Insurance
	 	9
	9.	 	Assignment, Resale, or Lease
	 	10
	10.	 	Termination of Purchase Agreements for Certain Events
	 	11
	11.	 	Notices
	 	12
	12.	 	Miscellaneous
	 	12






	 	 	 	 	 
	 	 	 	 	PAGE
	EXHIBITS	 	 	 	NUMBER
	A	 	Buyer Furnished Equipment Provisions Document EXA
	 	1
	B	 	Customer Support Document EXB
	 	1
	C	 	Product Assurance Document EXC
	 	1






	 	 	 	 	 
	 	 	 	 	PAGE
	APPENDICES	 	 	 	NUMBER
	I	 	Insurance Certificate
	 	A-1
	II	 	Purchase Agreement Assignment
	 	A-5
	III	 	Post-Delivery Sale Notice
	 	A-11
	IV	 	Post-Delivery Lease Notice
	 	A-13
	V	 	Purchaser’s/Lessee’s Agreement
	 	A-16
	VI	 	Owner Appointment of Agent — Warranties
	 	A-19
	VII	 	Contractor Confidentiality Agreement
	 	A-22
	VIII	 	Post-Delivery Sale with Lease to Seller
	 	A-26
	IX	 	Sale with Lease
	 	A-29
	X	 	Post-Delivery Security
	 	A-33






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AIRCRAFT GENERAL TERMS AGREEMENT NUMBER LSQ-AGTA




Between



The Boeing Company



And



Air Lease Corporation



Relating to



BOEING AIRCRAFT



     This Aircraft General Terms Agreement Number LSQ-AGTA (AGTA) between The Boeing Company, a
Delaware corporation, (Boeing) and Air Lease Corporation, a Delaware corporation, (Customer) will
apply to all Boeing aircraft contracted for purchase from Boeing by Customer after the effective
date of this AGTA.


Article 1. Subject Matter of Sale.




     1.1 Aircraft. Boeing will manufacture and sell to Customer and Customer will purchase
from Boeing aircraft under purchase agreements that incorporate the terms and conditions of this
AGTA.



     1.2 Buyer Furnished Equipment. Exhibit A, Buyer Furnished Equipment Provisions
Document to the AGTA, contains the obligations of Customer and Boeing with respect to equipment
purchased and provided by Customer, which Boeing will receive, inspect, store, and install in an
aircraft before delivery to Customer. This equipment is defined as Buyer Furnished Equipment
(BFE).



     1.3 Customer Support. Exhibit B, Customer Support Document to the AGTA, contains the
obligations of Boeing relating to Materials (as defined in Part 3 thereof), training, services, and
other things in support of aircraft.



     1.4 Product Assurance. Exhibit C, Product Assurance Document to the AGTA, contains
the obligations of Boeing and the suppliers of equipment installed in each aircraft at delivery
relating to warranties, patent indemnities, software copyright indemnities, and service life
policies.


Article 2. Price, Taxes, and Payment.




     2.1 Price.



          2.1.1 Airframe Price is defined as the price of the airframe for a specific model of aircraft
described in a purchase agreement. (For Models 737-600, 737-700, 737-800, 737-900, 747-8,
777-200LR, and 777-300ER the Airframe Price includes the engine price at its basic thrust level.)




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          2.1.2 Optional Features Prices are defined as the prices for optional features selected by
Customer for a specific model of aircraft described in a purchase agreement.




          2.1.3 Engine Price is defined as the price set by the engine manufacturer for a specific
engine to be installed on the model of aircraft described in a purchase agreement (not applicable
to Models 737-600, 737-700, 737-800, 737-900, 747-8, 777-200LR and 777-300ER).




          2.1.4 Aircraft Basic Price is defined as the sum of the Airframe Price, Optional Features
Prices, and the Engine Price, if applicable.




          2.1.5 Escalation Adjustment is defined as the price adjustment to the Airframe Price [*] and
the Optional Features Prices resulting from the calculation using the economic price formula
contained in the Airframe and Optional Features Escalation Adjustment supplemental exhibit to the
applicable purchase agreement. [*]




          2.1.6 Advance Payment Base Price is defined as the estimated price of an aircraft rounded to
the nearest thousand U. S. dollars, as of the date of signing a purchase agreement, for the
scheduled month of delivery of such aircraft using commercial forecasts of the Escalation
Adjustment.




          2.1.7 Aircraft Price is defined as the total amount Customer is to pay for an aircraft at the
time of delivery, which is the sum of the Aircraft Basic Price, the Escalation Adjustment, and
other price adjustments made pursuant to the purchase agreement.




     2.2 Taxes.



          2.2.1 Taxes are defined as all taxes, fees, charges, or duties and any interest, penalties,
fines, or other additions to tax, including, but not limited to sales, use, value added, gross
receipts, stamp, excise, transfer, and similar taxes imposed by any domestic or foreign taxing
authority, arising out of or in connection with the performance of the applicable purchase
agreement or the sale, delivery, transfer, or storage of any aircraft, BFE, or other things
furnished under the applicable purchase agreement. Except for U.S. federal income taxes imposed on
Boeing or Boeing’s assignee, and Washington State business and occupation taxes imposed on Boeing
or Boeing’s assignee, Customer will be responsible for and pay all Taxes. Customer is responsible
for filing all tax returns, reports, declarations and payment of any taxes related to or imposed on
BFE.




          2.2.2 Reimbursement of Boeing. Customer will promptly reimburse Boeing on demand, net
of additional taxes thereon, for any Taxes that are imposed on and paid by Boeing or that Boeing is
responsible for collecting.






 




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





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     2.3 Payment.



          2.3.1 Advance Payment Schedule. Customer will make advance payments to Boeing for
each aircraft in the amounts and on the dates indicated in the schedule set forth in the applicable
purchase agreement.




          2.3.2 Payment at Delivery. Customer will pay any unpaid balance of the Aircraft Price
at the time of delivery of each aircraft.




          2.3.3 Form of Payment. Customer will make all payments to Boeing by unconditional
wire transfer of immediately available funds in United States Dollars to a bank account in the
United States designated by Boeing.




          2.3.4 Monetary and Government Regulations. Customer is responsible for complying with
all monetary control regulations and for obtaining necessary governmental authorizations related to
payments.



Article 3. Regulatory Requirements and Certificates.




          3.1 Certificates. Boeing will manufacture each aircraft to conform to the appropriate
Type Certificate issued by the United States Federal Aviation Administration (FAA) for the specific
model of aircraft and will obtain from the FAA and furnish to Customer at delivery of each aircraft
either a Standard Airworthiness Certificate or an Export Certificate of Airworthiness issued
pursuant to Part 21 of the Federal Aviation Regulations.




          3.2 FAA or Applicable Regulatory Authority Manufacturer Changes.




          3.2.1 A Manufacturer Change is defined as any change to an aircraft, data relating to an
aircraft, or testing of an aircraft required by the FAA to obtain a Standard Airworthiness
Certificate or by the country of import and/or registration to obtain an Export Certificate of
Airworthiness.




          3.2.2 Boeing will bear the cost of incorporating all Manufacturer Changes into the aircraft:





	 	 (i)	 	resulting from requirements issued by the FAA
prior to the date of the Type Certificate for the applicable
aircraft;
	 
	 	 (ii)	 	resulting from requirements issued by the FAA
prior to the date of the applicable purchase agreement; and
	 
	 	 (iii)	 	for any aircraft delivered during the eighteen
(18) month period immediately following the date of the
applicable purchase agreement (regardless of when the
requirement for such change was issued by the FAA).





          3.2.3 Customer will pay Boeing’s charge for incorporating all other Manufacturer Changes into
the aircraft, including all changes for validation of an aircraft required by any governmental
agency of the country of import and/or registration.




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     3.3 FAA Operator Changes.



          3.3.1 An Operator Change is defined as a change in equipment that is required by Federal
Aviation Regulations which (i) is generally applicable to transport category aircraft to be used in
United States certified air carriage and (ii) the required compliance date is on or before the
scheduled delivery month of the aircraft.




          3.3.2 Boeing will deliver each aircraft with Operator Changes incorporated or, at Boeing’s
option, with suitable provisions for the incorporation of such Operator Changes, and Customer will
pay Boeing’s applicable charges.




     3.4 Export License. If an export license is required by United States law or
regulation for any aircraft or any other things delivered under the purchase agreement, it is
Customer’s obligation to obtain such license. If requested, Boeing will assist Customer in
applying for any such export license. Customer will furnish any required supporting documents.



Article 4. Detail Specification; Changes.




     4.1 Configuration Changes. The Detail Specification is defined as the Boeing document
that describes the configuration of each aircraft purchased by Customer. The Detail Specification
for each aircraft may be amended (i) by Boeing to reflect the incorporation of Manufacturer Changes
and Operator Changes or (ii) by the agreement of the parties. In either case the amendment will
describe the particular changes to be made and any effect on design, performance, weight, balance,
scheduled delivery month, Aircraft Basic Price, Aircraft Price, and/or Advance Payment Base Price.



     4.2 Development Changes. Development Changes are defined as changes to aircraft that
do not affect the Aircraft Price or scheduled delivery month, and do not adversely affect
guaranteed weight, guaranteed performance, or compliance with the interchangeability or
replaceability requirements set forth in the applicable Detail Specification. Boeing may, at its
option, incorporate Development Changes into the Detail Specification and into an aircraft prior to
delivery to Customer.



     4.3 Notices. Boeing will promptly notify Customer of any amendments to a Detail
Specification.


Article 5. Representatives, Inspection, Demonstration Flights, Test Data and Performance
Guarantee Compliance.




     5.1 Office Space. Twelve (12) months before delivery of the first aircraft purchased,
and continuing until the delivery of the last aircraft on firm order, Boeing will furnish, free of
charge, suitable office space and equipment for the accommodation of up to three representatives of
Customer in or conveniently located near the assembly plant.



     5.2 Inspection. Customer’s representatives may inspect each aircraft at any
reasonable time, provided such inspection does not interfere with Boeing’s performance.



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     5.3 Demonstration Flights. Prior to delivery, Boeing will fly each aircraft up to
four hours to demonstrate to Customer the function of the aircraft and its equipment using Boeing’s
production flight test procedures. Customer may designate up to five representatives to
participate as observers.



     5.4 Test Data; Performance Guarantee Compliance. Performance Guarantees are defined
as the written guarantees in a purchase agreement regarding the operational performance of an
aircraft. Boeing will furnish to Customer flight test data obtained on an aircraft of the same
model to evidence compliance with the Performance Guarantees. Performance Guarantees will be met
if reasonable engineering interpretations and calculations based on the flight test data establish
that the particular aircraft being delivered under the applicable purchase agreement would, if
actually flown, comply with the guarantees.



     5.5 Special Aircraft Test Requirements. Boeing may use an aircraft for flight and
ground tests prior to delivery, without reduction in the Aircraft Price, if the tests are
considered necessary by Boeing (i) to obtain or maintain the Type Certificate or Certificate of
Airworthiness for the aircraft or (ii) to evaluate potential improvements that may be offered for
production or retrofit incorporation.


Article 6. Delivery.




     6.1 Notices of Delivery Dates. Boeing will notify Customer of the approximate
delivery date of each aircraft at least thirty (30) days before the scheduled month of delivery and
again at least fourteen (14) days before the scheduled delivery date.



     6.2 Place of Delivery. Each aircraft will be delivered at a facility selected by
Boeing in the same state as the primary assembly plant for the aircraft.



     6.3 Bill of Sale. At delivery of an aircraft, Boeing will provide Customer a bill of
sale conveying good title, free of encumbrances.



     6.4 Delay. If Customer delays acceptance of an aircraft beyond the scheduled delivery
date, Customer will reimburse Boeing for all costs incurred by Boeing as a result of the delay.


Article 7. Excusable Delay.




     7.1 General. Boeing will not be liable for any delay in the scheduled delivery month
of an aircraft or other performance under a purchase agreement caused by (i) acts of God; (ii) war
or armed hostilities; (iii) government acts or priorities; (iv) fires, floods, or earthquakes; (v)
strikes or labor troubles causing cessation, slowdown, or interruption of work; (vi) inability,
after due and timely diligence, to procure materials, systems, accessories, equipment or parts; or
(vii) any other cause to the extent such cause is beyond Boeing’s control and not occasioned by
Boeing’s fault or negligence. A delay resulting from any such cause is defined as an Excusable
Delay.



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     7.2 Notice. Boeing will give written notice to Customer (i) of a delay as soon as
Boeing concludes that an aircraft will be delayed beyond the scheduled delivery month due to an
Excusable Delay and, when known, (ii) of a revised delivery month based on Boeing’s appraisal of
the facts.



     7.3 Delay in Delivery of Twelve (12) Months or Less. If the revised delivery month is
twelve (12) months or less after the scheduled delivery month, Customer will accept such aircraft
when tendered for delivery, subject to the following:



          7.3.1 The calculation of the Escalation Adjustment will be based on the previously scheduled
delivery month.




          7.3.2 The advance payment schedule will be adjusted to reflect the revised delivery month.




          7.3.3 All other provisions of the applicable purchase agreement, including the BFE on-dock
dates for the delayed aircraft, are unaffected by an Excusable Delay.




     7.4 Delay in Delivery of More Than Twelve (12) Months. If the revised delivery month
is more than twelve (12) months after the scheduled delivery month, either party may terminate the
applicable purchase agreement with respect to such aircraft within 30 days of the notice. If
either party does not terminate the applicable purchase agreement with respect to such aircraft,
all terms and conditions of the applicable purchase agreement will remain in effect.



     7.5 Aircraft Damaged Beyond Repair. If an aircraft is destroyed or damaged beyond
repair for any reason before delivery, Boeing will give written notice to Customer specifying the
earliest month possible, consistent with Boeing’s other contractual commitments and production
capabilities, in which Boeing can deliver a replacement. Customer will have thirty (30) days from
receipt of such notice to elect to have Boeing manufacture a replacement aircraft under the same
terms and conditions of purchase, except that the calculation of the Escalation Adjustment will be
based upon the scheduled delivery month in effect immediately prior to the date of such notice, or,
failing such election, the applicable purchase agreement will terminate with respect to such
aircraft. Boeing will not be obligated to manufacture a replacement aircraft if reactivation of
the production line for the specific model of aircraft would be required.



     7.6 Termination. Termination under this Article will discharge all obligations and
liabilities of Boeing and Customer with respect to any aircraft and all related undelivered
Materials (as defined in Exhibit B, Customer Support Document), training, services, and other
things terminated under the applicable purchase agreement, except that Boeing will return to
Customer, without interest, an amount equal to all advance payments paid by Customer for the
aircraft. If Customer terminates the applicable purchase agreement as to any aircraft, Boeing may
elect, by written notice to Customer within thirty (30) days, to purchase from Customer any BFE
related to the aircraft at the invoice prices paid, or contracted to be paid, by Customer.



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     7.7 Exclusive Rights. The termination rights in this Article are in substitution for
all other rights of termination or any claim arising by operation of law due to delays in
performance covered by this Article.


Article 8. Risk Allocation/Insurance.




     8.1 Title and Risk with Boeing.



          8.1.1 Boeing’s Indemnification of Customer. Until transfer of title to an aircraft to
Customer, Boeing will indemnify and hold harmless Customer and Customer’s observers from and
against all claims and liabilities, including all expenses and attorneys’ fees incident thereto or
incident to establishing the right to indemnification, for injury to or death of any person(s),
including employees of Boeing but not employees of Customer, or for loss of or damage to any
property, including an aircraft, arising out of or in any way related to the operation of an
aircraft during all demonstration and test flights conducted under the provisions of the applicable
purchase agreement, whether or not arising in tort or occasioned by the negligence of Customer or
any of Customer’s observers.




          8.1.2 Definition of Customer. For the purposes of this Article, “Customer” is defined
as Air Lease Corporation, its divisions, subsidiaries, affiliates, the assignees of each, and their
respective directors, officers, employees, and agents.




     8.2 Insurance.



          8.2.1 Insurance Requirements. Customer will purchase and maintain insurance
acceptable to Boeing and will provide a certificate of such insurance that names Boeing as an
additional insured for any and all claims and liabilities for injury to or death of any person or
persons, including employees of Customer but not employees of Boeing, or for loss of or damage to
any property, including any aircraft, arising out of or in any way relating to Materials, training,
services, or other things provided under Exhibit B of the AGTA, which will be incorporated by
reference into the applicable purchase agreement, whether or not arising in tort or occasioned by
the negligence of Boeing, except with respect to legal liability to persons or parties other than
Customer or Customer’s assignees arising out of an accident caused solely by a product defect in an
aircraft. Customer will provide such certificate of insurance at least thirty (30) days prior to
the scheduled delivery of the first aircraft under a purchase agreement. The insurance certificate
will reference each aircraft delivered to Customer pursuant to each applicable purchase agreement.
Annual renewal certificates will be submitted to Boeing before the expiration of the policy
periods. The form of the insurance certificate, attached as Appendix I, states the terms, limits,
provisions, and coverages required by this Article 8.2.1. The failure of Boeing to demand
compliance with this Article 8.2.1 in any year will not in any way relieve Customer of its
obligations hereunder nor constitute a waiver by Boeing of these obligations.




          8.2.2 Noncompliance with Insurance Requirements. If Customer fails to comply with any
of the insurance requirements of Article 8.2.1 or if any of the insurers fails to pay a claim
covered by the insurance or otherwise fails to meet any of insurer’s obligations required by
Appendix I, Customer will provide the same protection to Boeing as that required by Article 8.2.1
above.




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          8.2.3 Definition of Boeing. For purposes of this article, Boeing is defined as The
Boeing Company, its divisions, subsidiaries, affiliates, assignees of each, and their respective
directors, officers, employees, and agents.



Article 9. Assignment, Resale, or Lease.




     9.1 Assignment. This AGTA and each applicable purchase agreement are for the benefit
of the parties and their respective successors and assigns. No rights or duties of either party
may be assigned or delegated, or contracted to be assigned or delegated, without the prior written
consent of the other party, except:



          9.1.1 Either party may assign its interest to a corporation that (i) results from any merger,
reorganization, or acquisition of such party and (ii) acquires substantially all the assets of such
party;




          9.1.2 Boeing may assign any of its rights and duties to any wholly-owned subsidiary of Boeing.




     9.2 Transfer by Customer at Delivery. Boeing will take any requested action
reasonably required for the purpose of causing an aircraft, at time of delivery, to be subject to
an equipment trust, conditional sale, lien, or other arrangement for Customer to finance the
aircraft. However, no such action will require Boeing to divest itself of title to or possession
of the aircraft until delivery of and payment for the aircraft. A sample form of assignment
acceptable to Boeing is attached as Appendix II.



     9.3 Post-Delivery Sale or Lease by Customer. If, following delivery of an aircraft,
Customer sells or leases the aircraft (including any sale and lease-back to seller for financing
purposes), Customer may assign some or all of its rights with respect to the aircraft under the
applicable purchase agreement to the purchaser or lessee of such aircraft, and all such rights will
inure to the benefit of such purchaser or lessee effective upon Boeing’s receipt of the written
agreement of the purchaser or lessee, in a form satisfactory to Boeing, to comply with all
applicable terms and conditions of the applicable purchase agreement. Sample forms of notice to
Boeing of such assignments giving examples of language acceptable to Boeing are attached as
Appendices III, IV, VIII, IX and X.



     9.4 Notice of Post-Delivery Sale or Lease. Customer will give notice to Boeing as
soon as practicable of the sale or lease of an aircraft, including in the notice the name of the
entity or entities with title and/or possession of such aircraft.



     9.5 Exculpatory Clause in Post-Delivery Sale or Lease. If, following the delivery of
an aircraft, Customer sells or leases such aircraft and obtains from the transferee any form of
exculpatory clause protecting Customer from liability for loss of or damage to the aircraft, and/or
related incidental or consequential damages, including without limitation loss of use, revenue, or
profit, Customer shall obtain for Boeing the purchaser’s or lessee’s written agreement to be bound
by terms and conditions substantially as set forth in Appendix V. This Article 9.5 applies only if
purchaser or lessee has not provided to Boeing the written agreement described in Article 9.3
above.



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     9.6 Appointment of Agent — Warranty Claims. If, following delivery of an aircraft,
Customer appoints an agent to act directly with Boeing for the administration of claims relating to
the warranties under the applicable purchase agreement, Boeing will deal with the agent for that
purpose, effective upon Boeing’s receipt of the agent’s written agreement, in a form satisfactory
to Boeing, to comply with all applicable terms and conditions of the applicable purchase agreement.
A sample form of agreement acceptable to Boeing is attached as Appendix VI.



     9.7 No Increase in Boeing Liability. No action taken by Customer or Boeing relating
to the resale or lease of an aircraft or the assignment of Customer’s rights under the applicable
purchase agreement will subject Boeing to any liability beyond that in the applicable purchase
agreement or modify in any way Boeing’s obligations under the applicable purchase agreement.


Article 10. Termination of Purchase Agreements for Certain Events.




     10.1 Termination. If either party:




	 	(i)	 	ceases doing business as a going concern, or
suspends all or substantially all its business operations, or
makes an assignment for the benefit of creditors, or generally
does not pay its debts as they become due, or admits in writing
its inability to pay its debts; or
	 
	 	(ii)	 	petitions for or acquiesces in the appointment
of any receiver, trustee or similar officer to liquidate or
conserve its business or any substantial part of its assets;
commences any legal proceeding such as bankruptcy,
reorganization, readjustment of debt, dissolution, or
liquidation available for the relief of financially distressed
debtors; or becomes the object of any such proceeding, unless
the proceeding is dismissed or stayed within a reasonable
period, not to exceed sixty (60) days,





     the other party may terminate any purchase agreement with respect to any undelivered aircraft,
Materials, training, services, and other things by giving written notice of termination.



     10.2 Repayment of Advance Payments. If Customer terminates the applicable purchase
agreement under this Article, Boeing will repay to Customer, without interest, an amount equal to
any advance payments received by Boeing from Customer with respect to undelivered aircraft.



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Article 11. Notices.




     All notices required by this AGTA or by any applicable purchase agreement will be written in
English, will be effective on the date of receipt, and will be delivered or transmitted by any
customary means to the appropriate address or number listed below:



	 	 	 	 	 

	Customer

	 	Delivery or Courier:
	 	Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067
	 
	 	 	 	 
	 

	 	Mail:
	 	Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067
	 
	 	 	 	 
	 

	 	Facsimile:
	 	310-553-0999
	 

	 	Telephone:
	 	310-553-0555
	 
	 	 	 	 
	Boeing

	 	Delivery or Courier:
	 	Boeing Commercial Airplanes

1901 Oakesdale Avenue SW

Renton, Washington 98055

U.S.A.
	 
	 	 	 	 
	 

	 	 	 	Attention: Vice President — Contracts
	 

	 	 	 	Mail Code 21-34

	 
	 	 	 	 
	 

	 	Mail:
	 	Boeing Commercial Airplanes


P.O. Box 3707
	 

	 	 	 	Seattle, Washington 98124-2207


U.S.A.
	 
	 	 	 	 
	 

	 	 	 	Attention: Vice President — Contracts
	 

	 	 	 	Mail Code 21-34

	 
	 	 	 	 
	 

	 	Facsimile:
	 	(425) 237-1706
	 

	 	Telephone:
	 	(206) 766-2400





Article 12. Miscellaneous.




     12.1 Government Approval. Boeing and Customer will assist each other in obtaining any
governmental consents or approvals required to effect certification and sale of aircraft under the
applicable purchase agreement.



     12.2 Headings. Article and paragraph headings used in this AGTA and in any purchase
agreement are for convenient reference only and are not intended to affect the interpretation of
this AGTA or any purchase agreement.



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     12.3 GOVERNING LAW. THIS AGTA AND ANY PURCHASE 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 SHALL NOT BE INVOKED FOR THE PURPOSE OF APPLYING THE LAW OF ANOTHER JURISDICTION.



     12.4 Waiver/Severability. Failure by either party to enforce any provision of this
AGTA or any purchase agreement will not be construed as a waiver. If any provision of this AGTA or
any provision of any purchase agreement is held unlawful or otherwise ineffective by a court of
competent jurisdiction, the remainder of the AGTA or the applicable purchase agreement will remain
in effect.



     12.5 Survival of Obligations. The Articles and Exhibits of this AGTA including but
not limited to those relating to insurance, DISCLAIMER AND RELEASE and the EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES will survive termination or cancellation of any purchase agreement
or part thereof.



     12.6 AGTA Changes. The intent of the AGTA is to simplify the standard contracting
process for terms and conditions which are related to the sale and purchase of all Boeing aircraft.
This AGTA has been mutually agreed to by the parties as of the date indicated below. From time to
time the parties may elect, by mutual written agreement to update, or modify the existing articles
as written. If such changes are made, any existing executed Purchase Agreement(s) will be governed
by the terms and conditions of the Revision level of the AGTA in effect on the date of the executed
Purchase Agreement.



ACCEPTED AND AGREED this




	 	 	 

	September 30, 2010
 


	 	 
	Date
	 	 
	 
	 	 
	THE BOEING COMPANY

	 	AIR LEASE CORPORATION
	 
	 	 
	/s/ Katherine B. Gunal

	 	/s/ Grant Levy
	 

	 	 
	Signature

	 	Signature
	 
	 	 
	Katherine B. Gunal

	 	Grant Levy
	 

	 	 
	Printed name

	 	Printed name
	 
	 	 
	Attorney-in-Fact

	 	Executive Vice President
	 

	 	 
	Title

	 	Title






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EXHIBIT A




to



AIRCRAFT GENERAL TERMS AGREEMENT



LSQ-AGTA-EXA



between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



BUYER FURNISHED EQUIPMENT PROVISIONS
 DOCUMENT



 









 





EXHIBIT A

BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT




1. General.




     Certain equipment to be installed in the aircraft is furnished to Boeing by Customer at
Customer’s expense. This equipment is designated Buyer Furnished Equipment (BFE) and is listed in
the Detail Specification. Boeing will provide to Customer a BFE Requirements On-Dock/Inventory
Document (BFE Document) or an electronically transmitted BFE Report which may be periodically
revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to
the in sequence installation of BFE as described in the applicable supplemental exhibit to a
purchase agreement at the time of aircraft purchase.



2. Supplier Selection.



Customer will:




     2.1 Select and notify Boeing of the suppliers of BFE items by those dates appearing in the
applicable supplemental exhibit to a purchase agreement at the time of aircraft purchase.



     2.2 Meeting with Boeing and such selected BFE supplies promptly after such election to:



          2.2.1 complete BFE configuration design requirements for such BFE; and




          2.2.2 confirm technical data submittal requirements for BFE certification.



3. Customer’s Obligations.



Customer will:




     3.1 comply with and cause the supplier to comply with the provisions of the BFE Document or
BFE Report; including, without limitation,



          3.1.1 deliver technical data (in English) to Boeing as required to support installation and
FAA certification in accordance with the schedule provided by Boeing or as mutually agreed upon
during the BFE meeting referred to in Article 2.2 above;




          3.1.2 deliver BFE including production and/or flight training spares and BFE Aircraft Software
to Boeing in accordance with the quantities, schedule, and other instructions provided therein;




          3.1.3 ensure that all BFE Aircraft Software is delivered in compliance with Boeing’s then
current standards for loadable systems; and




          3.1.4 ensure that all BFE parts are delivered to Boeing with appropriate quality assurance
documentation;




     3.2 authorize Boeing to discuss all details of the BFE directly with the BFE suppliers;



     3.3 authorize Boeing to conduct or delegate to the supplier quality source inspection and
supplier hardware acceptance of BFE at the supplier location;



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          3.3.1 require supplier’s contractual compliance to Boeing defined quality assurance
requirements, source inspection programs and supplier delegation programs, including availability
of adequate facilities for Boeing resident personnel; and




          3.3.2 ensure that all BFE supplier’s quality systems are approved to Boeing’s then current
standards for such systems;




     3.4 obtain from supplier a non-exclusive, perpetual, royalty-free, irrevocable license for
Boeing to copy BFE Aircraft Software. The license is needed to enable Boeing to load the software
copies in (i) the aircraft’s mass storage device (MSD), (ii) media (e.g., diskettes, CD-ROMs,
etc.), (iii) the BFE hardware and/or (iv) an intermediate device or other media to facilitate
copying of the BFE Aircraft Software into the aircraft’s MSD, BFE hardware and/or media, including
media as Boeing may deliver to Customer with the aircraft;



     3.5 grant Boeing a license, extending the same rights set forth in paragraph 3.4 above, to
copy: (i) BFE Aircraft Software and data Customer has modified and/or (ii) other software and data
Customer has added to the BFE Aircraft Software;



     3.6 provide necessary field service representation at Boeing’s facilities to support Boeing on
all issues related to the installation and certification of BFE;



     3.7 obtain, directly from BFE suppliers, the overhaul data, provisioning data, related product
support documentation and any warranty provisions applicable to the BFE;



     3.8 resolve any difficulties that arise, including defective equipment, by working closely
with Boeing and BFE suppliers;



     3.9 modify, adjust, calibrate, re-test and/or update BFE and data to the extent necessary to
obtain applicable FAA and U.S. Food and Drug Administration (FDA), if applicable, approval and
shall bear the resulting expenses;



     3.10 ensure that a proprietary information agreement is in place between Boeing and BFE
suppliers prior to Boeing providing any documentation to such suppliers;



     3.11 warrant that the BFE will comply with all applicable FARs and FDA, if applicable,
sanitation requirements for installation and use in the aircraft at the time of delivery;



     3.12 warrant that the BFE will meet the requirements of the applicable detail specification;
and



     3.13 provide equipment which is FAA certifiable at time of aircraft delivery, or obtain
waivers from the applicable regulatory agency for non-FAA certifiable equipment.



4. Boeing’s Obligations.




     Other than as set forth below, Boeing will provide for the installation of and install the BFE
and obtain certification of the aircraft with the BFE installed.



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5. Nonperformance by Customer.




     If Customer’s nonperformance of obligations in this Exhibit and in the applicable supplemental
exhibit to a purchase agreement, BFE Document or BFE Report causes a delay in the delivery of the
aircraft or causes Boeing to perform out-of-sequence or additional work, Customer will reimburse
Boeing for all resulting expenses and be deemed to have agreed to any such delay in aircraft
delivery. In addition Boeing will have the right to:



     5.1 provide and install specified equipment or suitable alternate equipment and increase the
price of the aircraft accordingly; and/or



     5.2 deliver the aircraft to Customer without the BFE installed.



6. Return of Equipment.




     BFE not installed in the aircraft will be returned to Customer in accordance with Customer’s
instructions and at Customer’s expense.



7. Title and Risk of Loss.




     Title to and risk of loss of BFE will at all times remain with Customer or other owner.
Boeing will have only such liability for BFE as a bailee for mutual benefit would have, but will
not be liable for loss of use.



8. Interchange of BFE.




     To properly maintain Boeing’s production flow and to preserve Boeing’s delivery commitments,
Boeing reserves the right, if necessary, due to equipment shortages or failures, to interchange new
items of BFE acquired from or for Customer with new items of the same part numbers acquired from or
for other customers of Boeing. Used BFE acquired from Customer or from other customers of Boeing
will not be interchanged.



9. Indemnification of Boeing.




     Customer hereby indemnifies and holds harmless Boeing from and against all claims and
liabilities, including costs and expenses (including attorneys’ fees) incident thereto or incident
to successfully establishing the right to indemnification, for injury to or death of any person or
persons, including employees of Customer but not employees of Boeing, or for loss of or damage to
any property, including any aircraft, arising out of or in any way connected with any
nonconformance or defect in any BFE and whether or not arising in tort or occasioned by the
negligence of Boeing. This indemnity will not apply with respect to any nonconformance or defect
caused solely by Boeing’s installation of the BFE.



10. Patent Indemnity.




     Customer hereby indemnifies and holds harmless Boeing from and against all claims, suits,
actions, liabilities, damages and costs arising out of any actual or alleged infringement of any
patent or other intellectual property rights by BFE or arising out of the installation, sale or use
of BFE by Boeing.



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11. Definitions.




     For the purposes of the above indemnities, the term “Boeing” includes The Boeing Company, its
divisions, subsidiaries and affiliates, the assignees of each, and their directors, officers,
employees and agents.



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EXHIBIT B




to



AIRCRAFT GENERAL TERMS AGREEMENT



LSQ-AGTA-EXB



between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



CUSTOMER SUPPORT DOCUMENT



This document contains:



	 	 	 
	Part 1:

	 	Boeing Maintenance and Flight Training Programs; Operations
Engineering Support
	Part 2:

	 	Field and Engineering Support Services
	Part 3:

	 	Technical Information and Materials
	Part 4:

	 	Alleviation or Cessation of Performance
	Part 5:

	 	Protection of Proprietary Information and Proprietary Materials






 









 






EXHIBIT
B

EXHIBIT B

CUSTOMER SUPPORT DOCUMENT

PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING PROGRAMS;

OPERATIONS ENGINEERING SUPPORT




1. Boeing Training Programs.




     1.1 Boeing will provide maintenance training and flight training programs to support the
introduction of a specific model of aircraft into service. The training programs will consist of
general and specialized courses and will be described in a Supplemental Exhibit to the applicable
purchase agreement.



     1.2 Boeing will conduct all training at Boeing’s primary training facility for the model of
aircraft purchased unless otherwise agreed.



     1.3 All training will be presented in the English language. If translation is required,
Customer will provide interpreters.



     1.4 Customer will be responsible for all expenses of Customer’s personnel. Boeing will
transport Customer’s personnel between their local lodging and Boeing’s training facility.



2. Training Planning Conferences.




     Customer and Boeing will conduct planning conferences approximately twelve (12) months before
the scheduled delivery month of the first aircraft of a model to define and schedule the
maintenance and flight training programs.



3. Operations Engineering Support.




     3.1 As long as an aircraft purchased by Customer from Boeing is operated by Customer in
scheduled revenue service, Boeing will provide operations engineering support. Such support will
include:



          3.1.1 assistance with the analysis and preparation of performance data to be used in
establishing operating practices and policies for Customer’s operation of aircraft;




          3.1.2 assistance with interpretation of the minimum equipment list, the definition of the
configuration deviation list and the analysis of individual aircraft performance;




          3.1.3 assistance with solving operational problems associated with delivery and route-proving
flights;




          3.1.4 information regarding significant service items relating to aircraft performance or
flight operations; and




          3.1.5 if requested by Customer, Boeing will provide operations engineering support during an
aircraft ferry flight.




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4. Training at a Facility Other Than Boeing’s.




     If requested by Customer, Boeing will conduct the classroom portions of the maintenance and
flight training (except for the Performance Engineer training courses) at a mutually acceptable
alternate training site, subject to the following conditions:



     4.1 Customer will provide acceptable classroom space, simulators (as necessary for flight
training) and training equipment required to present the courses;



     4.2 Customer will pay Boeing’s then current per diem charge for each Boeing instructor for
each day, or fraction thereof, that the instructor is away from their home location, including
travel time;



     4.3 Customer will reimburse Boeing for the actual costs of round-trip transportation for
Boeing’s instructors and the shipping costs of training Materials between the primary training
facility and the alternate training site;



     4.4 Customer will be responsible for all taxes, fees, duties, licenses, permits and similar
expenses incurred by Boeing and its employees as a result of Boeing’s providing training at the
alternate site or incurred as a result of Boeing providing revenue service training; and



     4.5 Those portions of training that require the use of training devices not available at the
alternate site will be conducted at Boeing’s facility or at some other alternate site.



5. General Terms and Conditions.




     5.1 Boeing flight instructor personnel will not be required to work more than five days per
week, or more than eight hours in any one 24 hour period, of which not more than five hours per
eight hour workday will be spent in actual flying. These foregoing restrictions will not apply to
ferry assistance or revenue service training services, which will be governed by FAA rules and
regulations.



     5.2 Normal Line Maintenance is defined as line maintenance that Boeing might reasonably be
expected to furnish for flight crew training at Boeing’s facility, and will include ground support
and aircraft storage in the open, but will not include provision of spare parts. Boeing will
provide Normal Line Maintenance services for any aircraft while the aircraft is used for flight
crew training at Boeing’s facility in accordance with the Boeing Maintenance Plan (Boeing document
D6-82076) and the Repair Station Operation and Inspection Manual (Boeing document D6-25470).
Customer will provide such services if flight crew training is conducted elsewhere. Regardless of
the location of such training, Customer will be responsible for providing all maintenance items
(other than those included in Normal Line Maintenance) required during the training, including, but
not limited to, fuel, oil, landing fees and spare parts.



     5.3 If the training is based at Boeing’s facility, and the aircraft is damaged during such
training, Boeing will make all necessary repairs to the aircraft as promptly as possible. Customer
will pay Boeing’s reasonable charge, including the price of parts and materials, for making the
repairs. If Boeing’s estimated labor charge for the repair exceeds Twenty-five Thousand U.S.
Dollars ($25,000), Boeing and Customer will enter into an agreement for additional services before
beginning the repair work.



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     5.4 If the flight training is based at Boeing’s facility, several airports in surrounding
states may be used, at Boeing’s option. Unless otherwise agreed in the flight training planning
conference, it will be Customer’s responsibility to make arrangements for the use of such airports.



     5.5 If Boeing agrees to make arrangements on behalf of Customer for the use of airports for
flight training, Boeing will pay on Customer’s behalf any landing fees charged by any airport used
in conjunction with the flight training. At least thirty (30) days before flight training,
Customer will provide Boeing an open purchase order against which Boeing will invoice Customer for
any landing fees Boeing paid on Customer’s behalf. The invoice will be submitted to Customer
approximately sixty (60) days after flight training is completed, when all landing fee charges have
been received and verified. Customer will pay to Boeing within thirty (30) days of the date of the
invoice.



     5.6 If requested by Boeing, in order to provide the flight training or ferry flight
assistance, Customer will make available to Boeing an aircraft after delivery to familiarize Boeing
instructor or ferry flight crew personnel with such aircraft. If flight of the aircraft is
required for any Boeing instructor or ferry flight crew member to maintain an FAA license for
flight proficiency or landing currency, Boeing will be responsible for the costs of fuel, oil,
landing fees and spare parts attributable to that portion of the flight.



     5.7 If any part of the training described in Article 1.1 of this Exhibit is not used by
Customer within twelve (12) months after the delivery of the last aircraft under the relevant
purchase agreement, Boeing will not be obligated to provide such training.



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EXHIBIT B

CUSTOMER SUPPORT DOCUMENT

PART 2: FIELD AND ENGINEERING SUPPORT SERVICES




1. Field Service Representation.




     Boeing will furnish field service representation to advise Customer with respect to the
maintenance and operation of an aircraft (Field Service Representatives).



     1.1 Field Service representation will be available at or near Customer’s main maintenance or
engineering facility beginning before the scheduled delivery month of the first aircraft and ending
twelve (12) months after delivery of the last aircraft covered by a specific purchase agreement.



     1.2 Customer will provide, at no charge to Boeing, suitable furnished office space and office
equipment at the location where Boeing is providing Field Service Representatives. As required,
Customer will assist each Field Service Representative with visas, work permits, customs, mail
handling, identification passes and formal introduction to local airport authorities.



     1.3 Boeing Field Service Representatives are assigned to various airports around the world.
Whenever Customer’s aircraft are operating through any such airport, the services of Boeing’s Field
Service Representatives are available to Customer.



2. Engineering Support Services.




     Boeing will, if requested by Customer, provide technical advisory assistance for any aircraft
and Boeing Product (as defined in Part I of Exhibit C). Technical advisory assistance, provided
from the Seattle area or at a base designated by Customer as appropriate, will include:



     2.1 Operational Problem Support. If Customer experiences operational problems with an
aircraft, Boeing will analyze the information provided by Customer to determine the probable nature
and cause of the problem and to suggest possible solutions.



     2.2 Schedule Reliability Support. If Customer is not satisfied with the schedule
reliability of a specific model of aircraft, Boeing will analyze information provided by Customer
to determine the nature and cause of the problem and to suggest possible solutions.



     2.3 Maintenance Cost Reduction Support. If Customer is concerned that actual
maintenance costs of a specific model of aircraft are excessive, Boeing will analyze information
provided by Customer to determine the nature and cause of the problem and to suggest possible
solutions.



     2.4 Aircraft Structural Repair Support. If Customer is designing structural repairs
and desires Boeing’s support, Boeing will analyze and comment on Customer’s engineering releases
relating to structural repairs not covered by Boeing’s Structural Repair Manual.



     2.5 Aircraft Modification Support. If Customer is designing aircraft modifications
and requests Boeing’s support, Boeing will analyze and comment on Customer’s engineering proposals
for changes in, or replacement of, systems, parts, accessories or equipment manufactured to
Boeing’s detailed design. Boeing will not



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analyze or comment on any major structural change unless Customer’s request for such analysis
and comment includes complete detailed drawings, substantiating information (including any
information required by applicable government agencies), all stress or other appropriate analyses,
and a specific statement from Customer of the substance of the review and the response requested.




     2.6 Maintenance Engineering. Boeing will, at Customer’s request, provide certain
maintenance and ground operations support to Customer as further described in Supplemental Exhibit
CS1 to the applicable purchase agreement.



     2.7 Post-Delivery Service Support. Boeing will, at Customer’s request, perform work
on an aircraft after delivery but prior to the initial departure flight or upon the return of the
aircraft to Boeing’s facility prior to completion of that flight. In that event the following
provisions will apply.



          2.7.1 Boeing may rely upon the commitment authority of the Customer’s personnel requesting the
work.




          2.7.2 As title and risk of loss has passed to Customer, the insurance provisions of Article
8.2 of the AGTA apply.




          2.7.3 The provisions of the Boeing warranty in Part 2 of Exhibit C of this AGTA apply.




          2.7.4 Customer will pay Boeing for requested work not covered by the Boeing warranty, if any.




          2.7.5 The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER
DAMAGES provisions in Article 11 of Part 2 of Exhibit C of this AGTA apply.




     2.8 Additional Services. Boeing may, at Customer’s request, provide additional
services for an aircraft after delivery, which may include, but not be limited to, retrofit kit
changes (kits and/or information), training, flight services, maintenance and repair of aircraft.
Such additional services will be subject to a mutually acceptable price, schedule, scope of work
and other applicable terms and conditions. The DISCLAIMER AND RELEASE and the EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of this AGTA and
the insurance provisions in Article 8.2 of this AGTA will apply to any such work. Title to and
risk of loss of any such aircraft will always remain with Customer.



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EXHIBIT B

CUSTOMER SUPPORT DOCUMENT

PART 3: TECHNICAL INFORMATION AND MATERIALS




1. General.




     Materials are defined as any and all items that are created by Boeing or a third party, which
are provided directly or indirectly from Boeing and serve primarily to contain, convey or embody
information. Materials may include either tangible embodiments (for example, documents or
drawings), or intangible embodiments (for example, software and other electronic forms) of
information but excludes Aircraft Software. Aircraft Software is defined as software that is
installed on and used in the operation of the aircraft.



     Boeing will furnish to Customer certain Materials to support the maintenance and operation of
the aircraft to Customer. Such Materials will, if applicable, be prepared generally in accordance
with Air Transport Association of America (ATA) iSpec 2200, entitled “Information Standards for
Aviation Maintenance”. Materials not covered by iSpec 2200 will be provided in a structure
suitable for the Material’s intended use. Materials will be in English and in the units of measure
used by Boeing to manufacture an aircraft.



2. Materials Planning Conferences.




     Customer and Boeing will conduct planning conferences approximately twelve (12) months before
the scheduled delivery month of the first aircraft of a model in order to mutually determine the
proper format and quantity of Materials to be furnished to Customer in support of the aircraft.



     Customer may select one Boeing digital format as the delivery medium. Should a Boeing digital
format not be available, Customer may select a reasonable quantity of printed format.



3. Information and Materials — Incremental Increase.




     Should the delivery medium be of printed format, until one year after the month of delivery of
the last aircraft covered by a specific purchase agreement, Customer may annually request in
writing a reasonable increase in the quantity of printed Materials. Boeing will provide the
additional quantity of printed Materials at no additional charge beginning with the next normal
revision cycle. Customer may request a decrease in revision quantities at any time.



4. Advance Representative Copies.




     All advance representative copies of Materials will be selected by Boeing from available
sources. Such advance copies will be for advance planning purposes only.



5. Customized Materials.




     All customized Materials will reflect the configuration of each aircraft as delivered.



6. Revisions.




     6.1 Revision Service. The schedule for updating certain Materials will be identified
in the planning conference. Such updates will reflect changes to Materials developed by Boeing.



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     6.2 Revisions Based on Boeing Service Bulletin Incorporation. If Boeing receives
written notice that Customer intends to incorporate, or has incorporated, any Boeing service
bulletin in an aircraft, Boeing will issue revisions to Materials with revision service reflecting
the effects of such incorporation into such aircraft.



7. Supplier Technical Data.




     7.1 For supplier-manufactured programmed airborne avionics components and equipment classified
as Seller Furnished Equipment (SFE) which contain computer software designed and developed in
accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178B dated December
1, 1992 (with an errata issued on March 26, 1999), or later as available, Boeing will request that
each supplier of the components and equipment make software documentation available to Customer.



     7.2 The provisions of this Article will not be applicable to items of BFE.



     7.3 Boeing will furnish to Customer a document identifying the terms and conditions of the
product support agreements between Boeing and its suppliers requiring the suppliers to fulfill
Customer’s requirements for information and services in support of the specific model of aircraft.



8. Buyer Furnished Equipment Data.




     Boeing will incorporate BFE maintenance information into the customized Materials providing
Customer makes the information available to Boeing at least nine (9) months prior to the scheduled
delivery month of each of Customer’s aircraft purchased under a purchase agreement. Boeing will
incorporate such BFE maintenance information into the Materials prior to delivery of each such
aircraft reflecting the configuration of that aircraft as delivered. Upon Customer’s request,
Boeing may provide update service after delivery to such information subject to the terms of Part
2, Article 2.8 (Additional Services). Customer agrees to furnish all BFE maintenance information in
Boeing’s standard digital format if Materials are to be delivered in Boeing’s standard digital
format.



9. Materials Shipping Charges.




     Boeing will pay the reasonable transportation costs of the Materials. Customer is responsible
for any customs clearance charges, duties, and taxes.



10. Customer’s Shipping Address.




     The Materials furnished to Customer hereunder are to be sent to a single address to be
specified. Customer will promptly notify Boeing of any change to the address.



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EXHIBIT B

CUSTOMER SUPPORT DOCUMENT

PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE



1. Boeing will not be required to provide any services, training or other things at a facility
designated by Customer if any of the following conditions exist:




     1.1 a labor stoppage or dispute in progress involving Customer;



     1.2 wars or warlike operations, riots or insurrections in the country where the facility is
located;



     1.3 any condition at the facility which, in the opinion of Boeing, is detrimental to the
general health, welfare or safety of its personnel or their families; or



     1.4 the United States Government refuses permission to Boeing personnel or their families to
enter into the country where the facility is located, or recommends that Boeing personnel or their
families leave the country.


2. After the location of Boeing personnel at the facility, Boeing further reserves the right, upon
the occurrence of any of the events listed in Article 1, to immediately and without prior notice to
Customer relocate its personnel and their families.



3. Boeing will not be required to provide any Materials at a facility designated by Customer if the
United States Government refuses permission to Boeing to deliver Materials to the country where the
facility is located.




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EXHIBIT B

CUSTOMER SUPPORT DOCUMENT

PART 5: PROTECTION OF PROPRIETARY INFORMATION

AND PROPRIETARY MATERIALS




1. General.




     All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other
agreement between Boeing and Customer defining Customer’s right to use and disclose the Materials
and included information will be covered by, and subject to the terms of this AGTA. Title to all
Materials containing, conveying or embodying confidential, proprietary or trade secret information
(Proprietary Information) belonging to Boeing or a third party (Proprietary Materials), will at all
times remain with Boeing or such third party. Customer will treat all Proprietary Materials and
all Proprietary Information in confidence and use and disclose the same only as specifically
authorized in this AGTA.



2. License Grant.




     Boeing grants to Customer a worldwide, non-exclusive, non-transferable license to use and
disclose Proprietary Materials in accordance with the terms and conditions of this AGTA. Customer
is authorized to make copies of Materials (except for Materials bearing the copyright legend of a
third party), and all copies of Proprietary Materials will belong to Boeing and be treated as
Proprietary Materials under this AGTA. Customer will preserve all proprietary legends, and all
copyright notices on all Materials and insure the inclusion of those legends and notices on all
copies.



3. Use of Proprietary Materials and Proprietary Information.




     Customer is authorized to use Proprietary Materials and Proprietary Information for the
purpose of: (i) operation, maintenance, repair, or modification of Customer’s aircraft for which
the Proprietary Materials and Proprietary Information have been specified by Boeing and (ii)
development and manufacture of training devices and maintenance tools for use by Customer.



4. Providing of Proprietary Materials to Contractors.




     Customer is authorized to provide Proprietary Materials to Customer’s contractors for the sole
purpose of maintenance, repair, or modification of Customer’s aircraft for which the Proprietary
Materials have been specified by Boeing. In addition, Customer may provide Proprietary Materials
to Customer’s contractors for the sole purpose of developing and manufacturing training devices and
maintenance tools for Customer’s use. Before providing Proprietary Materials to its contractor,
Customer will first obtain a written agreement from the contractor by which the contractor agrees
(i) to use the Proprietary Materials only on behalf of Customer, (ii) to be bound by all of the
restrictions and limitations of this Part 5, and (iii) that Boeing is a third party beneficiary
under the written agreement. Customer agrees to provide copies of all such written agreements to
Boeing upon request and be liable to Boeing for any breach of those agreements by a contractor. A
sample agreement acceptable to Boeing is attached as Appendix VII.



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5. Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies.




     When and to the extent required by a government regulatory agency having jurisdiction over
Customer or an aircraft, Customer is authorized to provide Proprietary Materials and to disclose
Proprietary Information to the agency for use in connection with Customer’s operation, maintenance,
repair, or modification of such aircraft. Customer agrees to take all reasonable steps to prevent
the agency from making any distribution, disclosure, or additional use of the Proprietary Materials
and Proprietary Information provided or disclosed. Customer further agrees to notify Boeing
immediately upon learning of any (i) distribution, disclosure, or additional use by the agency,
(ii) request to the agency for distribution, disclosure, or additional use, or (iii) intention on
the part of the agency to distribute, disclose, or make additional use of Proprietary Materials or
Proprietary Information.



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EXHIBIT C




to



AIRCRAFT GENERAL TERMS AGREEMENT



LSQ-AGTA-EXC



between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



PRODUCT ASSURANCE DOCUMENT



This document contains:



	 	 	 
	Part 1:

	 	Exhibit C Definitions
	Part 2:

	 	Boeing Product Warranty
	Part 3:

	 	Boeing Service Life Policy
	Part 4:

	 	Supplier Warranty Commitment
	Part 5:

	 	Boeing Interface Commitment
	Part 6

	 	Boeing Indemnities against Patent and Copyright Infringement






 









 






EXHIBIT C

PRODUCT ASSURANCE DOCUMENT

PART 1: EXHIBIT C DEFINITIONS




     Authorized Agent - Agent appointed by Customer to perform corrections and to administer
warranties (see Appendix VI to the AGTA for a form acceptable to Boeing).



     Average Direct Hourly Labor Rate - The average hourly rate (excluding all fringe benefits,
premium-time allowances, social charges, business taxes and the like) paid by Customer to its
Direct Labor employees.



     Boeing Product - Any system, accessory, equipment, part or Aircraft Software that is
manufactured by Boeing or manufactured to Boeing’s detailed design with Boeing’s authorization.



     Boeing Warranty - The organization within Boeing responsible for administration of warranties
between Boeing and Customer.



     Correct(s) - To repair, modify, provide modification kits or replace with a new product.



     Correction - A repair, a modification, a modification kit or replacement with a new product.



     Corrected Boeing Product - A Boeing Product which is free of defect as a result of a
Correction.



     Direct Labor - Labor spent by Customer’s direct labor employees to access, remove,
disassemble, modify, repair, inspect and bench test a defective Boeing Product, and to reassemble
and reinstall a Corrected Boeing Product and perform final inspection and testing.



     Direct Materials - Items such as parts, gaskets, grease, sealant and adhesives, installed or
consumed in performing a Correction, excluding allowances for administration, overhead, taxes,
customs duties and the like.



     Rogue Unit - A Boeing Product, on which an unscheduled removal due to breach of warranty
occurs three or more times both (i) within the warranty period and (ii) within either twelve (12)
consecutive months or one thousand (1,000) consecutive operating hours.



     Specification Control Drawing (SCD) - A Boeing document defining specifications for certain
Supplier Products.



     Supplier - The manufacturer of a Supplier Product.



     Supplier Product - Any system, accessory, equipment, Part or Aircraft Software that is not
manufactured to Boeing’s detailed design. This includes but is not limited to parts manufactured to
a SCDrawing, all standards, and other parts obtained from non-Boeing sources.



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EXHIBIT C

PRODUCT ASSURANCE DOCUMENT

PART 2: BOEING PRODUCT WARRANTY




1. Applicability.




     This warranty applies to all Boeing Products. Warranties applicable to Supplier Products are
in Part 4. Warranties applicable to engines will be provided by Supplemental Exhibits to
individual purchase agreements.



2. Warranty.




     2.1 Coverage. Boeing warrants that at the time of delivery:




	 	(i)	 	the aircraft will conform to the Detail
Specification except for portions stated to be estimates,
approximations or design objectives;
	 
	 	(ii)	 	all Boeing Products will be free from defects
in material, process of manufacture and workmanship, including
the workmanship utilized to install Supplier Products, engines
and BFE, and;
	 
	 	(iii)	 	all Boeing Products will be free from defects
in design, including selection of materials and the process of
manufacture, in view of the state of the art at the time of
design.





     2.2 Exceptions. The following conditions do not constitute a defect under this
warranty:




	 	(i)	 	conditions resulting from normal wear and tear;
	 
	 	(ii)	 	conditions resulting from acts or omissions of
Customer; and
	 
	 	(iii)	 	conditions resulting from failure to properly
service and maintain a Boeing Product.





3. Warranty Periods.




     3.1 Warranty. The warranty period begins on the date of aircraft or Boeing Product
delivery (Delivery) and ends at the applicable time specified in subsections 3.1 (i) through 3.1
(iii) below:




	 	(i)	 	for Boeing aircraft models 777F, 777-200, -300,
737-600, -700, -800, -900, 787 or new aircraft models designed
and manufactured with similar, new technology and for the model
747-8, the warranty period ends [*] months after
Delivery;
	 
	 	(ii)	 	in addition, for a Boeing Product installed at
the time of delivery in a 787 model aircraft but not inspected







 




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





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	 	 	 	during the initial [*] month warranty period, the
warranty period continues until the date upon which Customer
first inspects such Boeing Product pursuant to its Boeing
Maintenance Planning Data Document but not later than [*]
years after Delivery of such 787 aircraft;
	 
	 	(iii)	 	for any other Boeing aircraft model the
warranty period ends [*] months after Delivery.





     3.2 Warranty on Corrected Boeing Products. The warranty period applicable to a
Corrected Boeing Product shall begin on the date of delivery of the Corrected Boeing Product or
date of delivery of the kit or kits furnished to Correct the Boeing Product and shall be for the
period specified immediately below:




	 	(i)	 	For Corrected Boeing Products which have been
Corrected because of a defect in material, the applicable
warranty period is the remainder of the initial warranty period
for the defective Boeing Product.
	 
	 	(ii)	 	For Corrected Boeing Products which have been
Corrected because of a defect in workmanship, the applicable
warranty period is the remainder of the initial warranty or
twelve (12) months following the date of delivery of the
Corrected Boeing Product, whichever is longer.
	 
	 	(iii)	 	For Corrected Boeing Products which have been
Corrected because of a defect in design, the applicable
warranty period is eighteen (18) months or the remainder of the
initial warranty period, whichever is longer.





     3.3 Survival of Warranties. All warranty periods are stated above. The Performance
Guarantees will not survive delivery of the aircraft.


4. Remedies.




     4.1 Correction Options. Customer may, at its option, either perform a Correction of a
defective Boeing Product or return the Boeing Product to Boeing for Correction. During the
warranty period, Boeing will not charge Customer for tests on Boeing Products returned to Boeing
for Correction on which Boeing is unable to confirm the failure claimed, provided:




	 	(i)	 	Boeing’s written instructions were followed by
the Customer for testing the Boeing Product prior to its return
to Boeing, and
	 
	 	(ii)	 	Customer’s claim includes all applicable
documentation of such tests with the returned Boeing







 




			
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separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment.





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	 	 	 	Product, including but not limited to: Central Maintenance
Computer (CMC), Flight Maintenance Computer System, (FMCS),
Fault Isolation Manual (FIM), Engine Indicating and Crew
Alerting System (EICAS) or Built In Test Equipment (BITE)
messages.





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     4.2 Warranty Inspections. In addition to the remedies to Correct defects in Boeing
Products described in Article 7.3, below, Boeing will reimburse Customer for the cost of Direct
Labor to perform certain inspections of the aircraft to determine the occurrence of a condition
Boeing has identified as a covered defect, provided the inspections are recommended by a service
bulletin or service letter issued by Boeing during the warranty period.



     Such reimbursement will not apply to any inspections performed after a Correction is available
to Customer and Customer has had a reasonable time to incorporate the Correction, given the
Customer’s fleet size and maintenance schedule.



     4.3 Rogue Units.



          4.3.1 Upon written request, Boeing will lend Customer at no charge an interchangeable Boeing
Product in exchange for a Rogue Unit. Within ten (10) calendar days of its receipt of the loaned
Boeing Product, Customer will ship the Rogue Unit to Boeing. Customer will provide with the Rogue
Unit verification of the following requirements:





	 	(i)	 	The removed Boeing Product failed three times
within twelve (12) consecutive months or one thousand (1,000)
consecutive operating hours during the warranty period
following initial delivery,
	 
	 	(ii)	 	Removals were performed in compliance with
flight or maintenance manuals approved by the FAA or the
comparable regulatory agency for the country in which the
aircraft is registered, and
	 
	 	(iii)	 	Any Corrections or tests to the Boeing Product
were performed by Customer according to the latest revision of
the Boeing Component Maintenance Manual (CMM), according to
written instructions from Boeing, or by Boeing.





          4.3.2 Upon receipt of a Rogue Unit and the required verifications, Boeing will, at no-charge
to Customer, either replace the Rogue Unit with a new Boeing Product or, if otherwise agreed, allow
Customer to retain the loaned, Boeing Product.



5. Discovery and Notice.




     5.1 For notice to be effective:




	 	(i)	 	the defect must be discovered during the
warranty period; and
	 
	 	(ii)	 	Boeing Warranty must receive written notice of
the discovery no later than one hundred eighty (180) days after
expiration of the warranty period. The notice must include
sufficient information to substantiate the claim.





     5.2 Receipt of Customer’s or its Authorized Agent’s notice of the discovery of a defect
secures Customer’s rights to remedies under this Exhibit C, even though a Correction is performed
after the expiration of the warranty period.



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     5.3 Once Customer has given valid notice of the discovery of a defect, a claim will be
submitted as soon as practicable after performance of the Correction.



     5.4 Boeing may release service bulletins or service letters advising Customer of the
availability of certain warranty remedies. When such advice is provided, Customer will be deemed to
have fulfilled the requirements for discovery of the defect and submittal of notice under this
Exhibit C as of the in-warranty date specified in industry support information in a service
bulletin or service letter.


6. Filing a Claim.




     6.1 Authority to File. Claims may be filed by Customer or its Authorized Agent.
Appointment of an Authorized Agent will only be effective upon Boeing’s receipt of the Authorized
Agent’s express written agreement, in a form satisfactory to Boeing, to be bound by and to comply
with all applicable terms and conditions of this Aircraft General Terms Agreement.



     6.2 Claim Information.



         6.2.1 Claimant is responsible for providing sufficient information to substantiate Customer’s
rights to remedies under this Exhibit C. Boeing may reject a claim for lack of sufficient
information. At a minimum, such information must include:





	 	(i)	 	identity of claimant;
	 
	 	(ii)	 	serial or block number of the aircraft on which
the defective Boeing Product was delivered;
	 
	 	(iii)	 	part number and nomenclature of the defective
Boeing Product;
	 
	 	(iv)	 	purchase order number and date of delivery of
the defective spare part;
	 
	 	(v)	 	description and substantiation of the defect;
	 
	 	(vi)	 	date the defect was discovered;
	 
	 	(vii)	 	date the Correction was completed;
	 
	 	(viii)	 	the total flight hours or cycles accrued, if applicable;
	 
	 	(ix)	 	an itemized account of direct labor hours
expended in performing the Correction; and
	 
	 	(x)	 	an itemized account of any direct materials
incorporated in the Correction.
	 
	 	(xi)	 	for 787 model aircraft claims submitted after
the forty-eight (48) month warranty period, the specific
reference within the Boeing Maintenance Planning Data Document
to the inspection requirement for such Boeing Product.





         6.2.2 Additional information may be required based on the nature of the defect and the
remedies requested.




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     6.3 Boeing Claim Processing.



          6.3.1 Any claim for a Boeing Product returned by Customer or its Authorized Agent to Boeing
for Correction must accompany the Boeing Product. Any claim not associated with the return of a
Boeing Product must be submitted signed and in writing directly by Customer or its Authorized Agent
to Boeing Warranty by any of the methods identified in Article 11, “Notice,” of the AGTA or through
an internet portal and process specified by Boeing.




          6.3.2 Boeing will promptly review the claim and will give notification of claim approval or
rejection. If the claim is rejected, Boeing will provide a written explanation.




7. Corrections Performed by Customer or Its Authorized Agent.




     7.1 Facilities Requirements. Provided Customer, its Authorized Agent or its third
party contractor, as appropriate, are certified by the appropriate Civil Aviation Authority or
Federal Aviation Authority, Customer or its Authorized Agent may, at its option, Correct defective
Boeing Products at its facilities or may subcontract Corrections to a third party contractor.



     7.2 Technical Requirements. All Corrections done by Customer, its Authorized Agent or
a third party contractor must be performed in accordance with Boeing’s applicable service manuals,
bulletins or other written instructions, using parts and materials furnished or approved by Boeing.



     7.3 Reimbursement.



          7.3.1 Boeing will reimburse Customer’s reasonable costs of Direct Materials and Direct Labor
by credit memorandum (excluding labor hours expended for overhaul) at Customer’s Warranty Labor
Rate to Correct a defective Boeing Product. Claims for reimbursement must contain sufficient
information to substantiate Direct Labor hours expended and Direct Materials consumed. Customer or
its Authorized Agent may be required to produce invoices for materials.




          7.3.2 Customer’s established Warranty Labor Rate will be the greater of the standard labor
rate or one hundred fifty percent (150%) of Customer’s Average Direct Hourly Labor Rate. The
standard labor rate paid by Boeing to its customers is established and published annually. Prior to
or concurrently with submittal of Customer’s first claim for Direct Labor reimbursement, Customer
may notify Boeing of Customer’s then current Average Direct Hourly Labor Rate and thereafter notify
Boeing of any material change in such rate. Boeing will require information from Customer to
substantiate such rates.




          7.3.3 Reimbursement for Direct Labor hours to perform Corrections stated in a service bulletin
will be based on the labor estimates in the service bulletin.




          7.3.4 Boeing will provide to Customer a single, lump sum credit memorandum for Customer’s
Direct Labor hours expended to incorporate the Corrections (other than of random anomalies)
identified in service bulletins and service letters in all in-warranty aircraft covered by such
service bulletins or service letters after Customer’s submission of a warranty claim and
verification of the incorporation of such Corrections with respect to the first affected
in-warranty aircraft. Such credit memoranda will not be provided in response to any other requests
for reimbursement




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including, without limitation, those arising out of program letters or other special offers
provided by Boeing.




          7.3.5 Boeing will reimburse Customer’s freight charges associated with a Correction of a
defect on a Boeing Product performed by its Authorized Agent or a third party contractor.




          7.3.6 Maximum Reimbursement. Unless previously agreed in writing, the maximum
reimbursement for Direct Labor and Direct materials for repair of a defective Boeing Product will
not exceed 65% of Boeing’s then current sales price for a new replacement Boeing Product.
Inspection, removal, reinstallation labor, final testing, inspection and transportation costs are
separate and are not to be included in the cost elements used to determine the 65% limit. By
mutual agreement between Customer and Boeing, Boeing may provide a replacement Product to Customer
in lieu of credit reimbursement.




     7.4 Disposition of Defective Boeing Products Beyond Economical Repair.



          7.4.1 A defective Boeing Product found to be beyond economical repair (see paragraph 7.3.6)
will be retained for a period of thirty (30) days from the date Boeing receives Customer’s claim.
During the thirty (30) day period, Boeing may request return of such Boeing Products for inspection
and confirmation of a defect.




          7.4.2 After the thirty (30) day period, a defective Boeing Product with a value of Four
Thousand dollars ($4,000) or less may be scrapped without notification to Boeing. Boeing will
reimburse Customer or its Authorized Agent for the charge for any item determined to be defective
under this Aircraft General Terms Agreement. If such Boeing Product has a value greater than Four
Thousand dollars ($4,000), Customer must obtain confirmation of unrepairability by Boeing’s on-site
field service representative prior to scrapping. Confirmation may be in the form of the
representative’s signature on Customer’s claim or through direct communication between the
representative and Boeing Warranty.




8. Corrections Performed by Boeing.




     8.1 Freight Charges. Customer or its Authorized Agent will pre-pay freight charges to
return a Boeing Product to Boeing. If during the period of the applicable warranty Boeing
determines the Boeing Product to be defective, Boeing will pre-pay shipping charges to return the
Corrected Boeing Product. Boeing will reimburse Customer or its Authorized Agent for freight
charges for Boeing Products returned to Boeing for Correction and determined to be defective.



     8.2 Customer Instructions. The documentation shipped with the returned defective
Boeing Product may include specific technical instructions for additional work to be performed on
the Boeing Product. The absence of such instructions will evidence Customer’s authorization for
Boeing to perform all necessary Corrections and work required to return the Boeing Product to a
serviceable condition.



     8.3 Correction Time Objectives.



          8.3.1 Boeing’s objective for making Corrections is ten (10) working days for avionics and
electronic Boeing Products, thirty (30) working days for Corrections of other Boeing Products
performed at Boeing’s facilities and forty (40) working days for Corrections of other Boeing
Products performed at a Boeing subcontractor’s facilities.




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The objectives are measured from the date Boeing receives the defective Boeing Product and a
valid claim to the date Boeing ships the Corrected Boeing Product.




          8.3.2 If Customer has a critical parts shortage because Boeing has exceeded a Correction time
objective and Customer has procured spare Boeing Products for the defective Boeing Product in
quantities shown in Boeing’s Recommended Spare Parts List then Boeing will either expedite the
Correction or provide an interchangeable Boeing Product, on a no charge loan basis, until the
Corrected Boeing Product is returned.




     8.4 Title Transfer and Risk of Loss.



          8.4.1 Title to and risk of loss of any Boeing Product returned to Boeing will at all times
remain with Customer or any other title holder of such Boeing Product. While Boeing has possession
of the returned Boeing Product, Boeing will have only such liabilities as a bailee for mutual
benefit would have but will not be liable for loss of use.




          8.4.2 If a Correction requires shipment of a new Boeing Product, then at the time Boeing ships
the new Boeing Product, title to and risk of loss for the returned Boeing Product will pass to
Boeing, and title to and risk of loss for the new Boeing Product will pass to Customer.



9. Returning an Aircraft.




     9.1 Conditions. An aircraft may be returned to Boeing’s facilities for Correction
only if:




	 	(i)	 	Boeing and Customer agree a covered defect
exists;
	 
	 	(ii)	 	Customer lacks access to adequate facilities,
equipment or qualified personnel to perform the Correction; and
	 
	 	(iii)	 	it is not practical, in Boeing’s estimation,
to dispatch Boeing personnel to perform the Correction at a
remote site.





     9.2 Correction Costs. Boeing will perform the Correction at no charge to Customer.
Subject to the conditions of Article 9.1, Boeing will reimburse Customer for the costs of fuel,
oil, other required fluids and landing fees incurred in ferrying the aircraft to Boeing and back to
Customer’s facilities. Customer will minimize the length of both flights.



     9.3 Separate Agreement. Prior to the return of an aircraft to Boeing, Boeing and
Customer will enter into a separate agreement covering return of the aircraft and performance of
the Correction. Authorization by Customer for Boeing to perform additional work that is not part
of the Correction must be received within twenty-four (24) hours of Boeing’s request. If such
authorization is not received within twenty-four (24) hours, Customer will be invoiced for work
performed by Boeing that is not Part of the Correction.


10. Insurance.




     The provisions of Article 8.2 “Insurance”, of this AGTA, will apply to any work performed by
Boeing in accordance with Customer’s specific technical instructions to the extent any legal
liability of Boeing is based upon the content of such instructions.



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11. Disclaimer and Release; Exclusion of Liabilities.




     11.1 DISCLAIMER AND RELEASE. THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING
AND THE REMEDIES OF CUSTOMER IN THIS EXHIBIT C ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER
HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING
AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING
BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, MATERIALS,
TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENT,
INCLUDING, BUT NOT LIMITED TO:




	 	(i)	 	ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS;
	 
	 	(ii)	 	ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
	 
	 	(iii)	 	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF
BOEING; AND
	 
	 	(iv)	 	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT.





     11.2 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING WILL HAVE NO OBLIGATION OR
LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT, WHETHER OR NOT ARISING FROM THE
NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL
OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, MATERIALS,
TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENT.



     11.3 Definitions. For the purpose of this Article, “BOEING” or “Boeing” is defined as
The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each, and their
respective directors, officers, employees and agents.



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EXHIBIT C

PRODUCT ASSURANCE DOCUMENT

PART 3: BOEING SERVICE LIFE POLICY



1. Definitions.




     Service Life Policy (SLP) Component — any of the primary structural elements (excluding
industry standard parts), such as landing gear, wing, fuselage, vertical or horizontal stabilizer,
listed in the applicable purchase agreement for a specific model of aircraft, either installed in
the aircraft at time of delivery or purchased from Boeing by Customer as a spare part. The
detailed SLP Component listing will be in Supplemental Exhibit SLP1 to each Purchase Agreement.


2. Service Life Policy.




     2.1 SLP Commitment. If a failure is discovered in a SLP Component within the time
periods specified in Article 2.2 below, Boeing will provide Customer a replacement SLP Component at
the price calculated pursuant to Article 3.1, below. If requested by Customer as an alternative
remedy, Boeing will reimburse Customer in accordance with the provisions of Exhibit C, Part 2,
Article 7.3, for Direct Labor and Direct Material for repair of a failed SLP Component an amount
not to exceed the difference between Boeing’s then current spare parts price for such SLP Component
and the price determined pursuant to Article 3, below.



     2.2 SLP Policy Periods.



          2.2.1 The policy period for SLP Components initially installed on an aircraft is twelve (12)
years after the date of delivery of the aircraft except that for SLP Components initially installed
on a 787 aircraft the policy period is fifteen (15) years after the date of delivery of the
aircraft.




          2.2.2 The policy period for SLP Components purchased from Boeing by Customer as spare parts is
twelve (12) years from delivery of such SLP Component or twelve (12) years from the date of
delivery of the last aircraft produced by Boeing of a specific model, whichever first expires,
except that for the 787 aircraft such policy period is fifteen (15) years from delivery of such SLP
Component or fifteen (15) years from the date of delivery of the last 787 aircraft produced by
Boeing, whichever first expires.



3. Price.




     The price Customer will pay for replacement of a failed SLP Component will be calculated
pursuant to the following formulas:



     (i) For 787 aircraft only:



	 	 	 	 	 	 	 

	P

	=
	C(T-48)	 	 	 
	 

	 	 	 	 	 	 
	 

	 	132	 	 	 	 






     where:




	 	 	 	P = price to Customer for the replacement part
	 
	 	 	 	C = SLP Component sales price at time of replacement
	 
	 	 	 	T = total age in months of the failed SLP Component from the date
of delivery to Customer to the date of discovery of such
condition and is greater than forty-eight (48) months.





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     (ii) For all other aircraft models:



	 	 	 	 	 	 	 

	P

	=	CT	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	144	 	 	 	 






     where:




	 	 	 	P = price to Customer for the replacement part
	 
	 	 	 	C = SLP Component sales price at time of replacement
	 
	 	 	 	T = total age in months of the failed SLP Component from the date
of delivery to Customer to the date of discovery of such
condition.





4. Conditions.




     Boeing’s obligations under this Part 3 of Exhibit C, “Boeing Service Life Policy,” (Policy)
are conditioned upon the following:



     4.1 Customer must notify Boeing in writing of the failure within three months after it is
discovered.



     4.2 Customer must provide reasonable evidence that the claimed failure is covered by this
Policy and if requested by Boeing, that such failure was not the result of:




	 	(i)	 	a defect or failure in a component not covered
by this Policy,
	 
	 	(ii)	 	an extrinsic force,
	 
	 	(iii)	 	an act or omission of Customer, or
	 
	 	(iv)	 	operation or maintenance contrary to applicable
governmental regulations or Boeing’s instructions.





     4.3 If return of a failed SLP Component is practicable and requested by Boeing, Customer will
return such SLP Component to Boeing at Boeing’s expense.



     4.4 Customer’s rights and remedies under this Policy are limited to the receipt of a
Correction pursuant to Article 2 above.


5. Disclaimer and Release; Exclusion of Liabilities.




     This Part 3 and the rights and remedies of Customer and the obligations of Boeing are subject
to the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions of
Article 11 of Part 2 of this Exhibit C.



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EXHIBIT C

PRODUCT ASSURANCE DOCUMENT

PART 4: SUPPLIER WARRANTY COMMITMENT



1. Supplier Warranties and Supplier Patent and Copyright Indemnities.




     Boeing will use diligent efforts to obtain warranties and indemnities against patent and
copyright infringement enforceable by Customer from Suppliers of Supplier Products (except for BFE
and engines) installed on the aircraft at the time of delivery that were selected and purchased by
Boeing, but not manufactured to Boeing’s detailed design. Boeing will furnish copies of the
warranties and patent and copyright indemnities to Customer contained in Supplier Product Support
and Assurance Agreements, prior to the scheduled delivery month of the first aircraft under the
initial purchase agreement to the AGTA.


2. Boeing Assistance in Administration of Supplier Warranties.




     Customer will be responsible for submitting warranty claims directly to Suppliers; however, if
Customer experiences problems enforcing any Supplier warranty obtained by Boeing for Customer,
Boeing will conduct an investigation of the problem and assist Customer in the resolution of those
claims.


3. Boeing Support in Event of Supplier Default.




     3.1 If the Supplier defaults in the performance of a material obligation under its warranty,
and Customer provides evidence to Boeing that a default has occurred, then Boeing will furnish the
equivalent warranty terms as provided by the defaulting Supplier.



     3.2 At Boeing’s request, Customer will assign to Boeing, and Boeing will be subrogated to, its
rights against the Supplier provided by the Supplier warranty.



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EXHIBIT C

PRODUCT ASSURANCE DOCUMENT

PART 5: BOEING INTERFACE COMMITMENT



1. Interface Problems.




     An Interface Problem is defined as a technical problem in the operation of an aircraft or its
systems experienced by Customer, the cause of which is not readily identifiable by Customer but
which Customer believes to be attributable to either the design characteristics of the aircraft or
its systems or the workmanship used in the installation of Supplier Products. In the event Customer
experiences an Interface Problem, Boeing will, without additional charge to Customer, promptly
conduct an investigation and analysis to determine the cause or causes of the Interface Problem.
Boeing will promptly advise Customer at the conclusion of its investigation of Boeing’s opinion as
to the causes of the Interface Problem and Boeing’s recommendation as to corrective action.


2. Boeing Responsibility.




     If Boeing determines that the Interface Problem is primarily attributable to the design or
installation of any Boeing Product, Boeing will Correct the design or workmanship to the extent of
any then existing obligations of Boeing under the provisions of the applicable Boeing Product
warranty.


3. Supplier Responsibility.




     If Boeing determines that the Interface Problem is primarily attributable to the design or
installation of a Supplier Product, Boeing will assist Customer in processing a warranty claim
against the Supplier.


4. Joint Responsibility.




     If Boeing determines that the Interface Problem is partially attributable to the design or
installation of a Boeing Product and partially to the design or installation of a Supplier Product,
Boeing will seek a solution to the Interface Problem through the cooperative efforts of Boeing and
the Supplier and will promptly advise Customer of the resulting corrective actions and
recommendations.


5. General.




     Customer will, if requested by Boeing, assign to Boeing any of its rights against any supplier
as Boeing may require to fulfill its obligations hereunder.


6. Disclaimer and Release; Exclusion of Liabilities.




     This Part 5 and the rights and remedies of Customer and the obligations of Boeing herein are
subject to the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions
of Article 11 of Part 2 of this Exhibit C.



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EXHIBIT C

PRODUCT ASSURANCE DOCUMENT

PART 6: BOEING INDEMNITIES AGAINST PATENT AND COPYRIGHT INFRINGEMENT



1. Indemnity Against Patent Infringement.




     Boeing will defend and indemnify Customer with respect to all claims, suits and liabilities
arising out of any actual or alleged patent infringement through Customer’s use, lease or resale of
any aircraft or any Boeing Product installed on an aircraft at delivery.


2. Indemnity Against Copyright Infringement.




     Boeing will defend and indemnify Customer with respect to all claims, suits and liabilities
arising out of any actual or alleged copyright infringement through Customer’s use, lease or resale
of any Boeing created Materials and Aircraft Software installed on an aircraft at delivery.


3. Exceptions, Limitations and Conditions.




     3.1 Boeing’s obligation to indemnify Customer for patent infringement will extend only to
infringements in countries which, at the time of the infringement, were party to and fully bound by
either: (i) Article 27 of the Chicago Convention on International Civil Aviation of December 7,
1944, or (ii) the International Convention for the Protection of Industrial Property (Paris
Convention).



     3.2 Boeing’s obligation to indemnify Customer for copyright infringement is limited to
infringements in countries which, at the time of the infringement, are members of The Berne Union
and recognize computer software as a “work” under The Berne Convention.



     3.3 The indemnities provided under this Part 6 will not apply to any BFE engines, Supplier
Product, Boeing Product used other than for its intended purpose, or Aircraft Software not created
by Boeing.



     3.4 Customer must deliver written notice to Boeing (i) within ten (10) days after Customer
first receives notice of any suit or other formal action against Customer and (ii) within twenty
(20) days after Customer first receives any other allegation or written claim of infringement
covered by this Part 6.



     3.5 At any time, Boeing will have the right at its option and expense to: (i) negotiate with
any party claiming infringement, (ii) assume or control the defense of any infringement allegation,
claim, suit or formal action, (iii) intervene in any infringement suit or formal action, and/or
(iv) attempt to resolve any claim of infringement by replacing an allegedly infringing Boeing
Product or Aircraft Software with a noninfringing equivalent.



     3.6 Customer will promptly furnish to Boeing all information, records and assistance within
Customer’s possession or control which Boeing considers relevant or material to any alleged
infringement covered by this Part 6.



     3.7 Except as required by a final judgment entered against Customer by a court of competent
jurisdiction from which no appeals can be or have been filed, Customer will obtain Boeing’s written
approval prior to paying, committing to pay,



BOEING PROPRIETARY




			
	 	 	 
	LSQ-AGTA-EXC
	 	Page EXC Page 16






 









 




assuming any obligation or making any material concession relative to any infringement covered
by these indemnities.




     3.8 BOEING WILL HAVE NO OBLIGATION OR LIABILITY UNDER THIS PART 6 FOR LOSS OF USE, REVENUE OR
PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE OBLIGATIONS OF BOEING AND
REMEDIES OF CUSTOMER IN THIS PART 6 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY
WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL
OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY
INFRINGEMENT OR THE LIKE BY ANY AIRCRAFT, AIRCRAFT SOFTWARE, MATERIALS, TRAINING, SERVICES OR OTHER
THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENT.



     3.9 For the purposes of this Part 6, “BOEING or Boeing” is defined as The Boeing Company, its
divisions, subsidiaries, affiliates, the assignees of each and their respective directors,
officers, employees and agents.



BOEING PROPRIETARY




			
	 	 	 
	LSQ-AGTA-EXC
	 	Page EXC Page 17







 











 





Appendix I

SAMPLE

Insurance Certificate




BROKER’S LETTERHEAD


[date]



Certificate of Insurance




	 	 	 

	ISSUED TO:

	 	The Boeing Company
	 

	 	Post Office Box 3707
	 

	 	Mail Code 13-57
	 

	 	Seattle, Washington 98124
	 

	 	Attn: Manager — Aviation Insurance for
	 

	 	Vice President — Employee Benefits,

	 

	 	Insurance and Taxes

	 
	 	 
	CC:

	 	Boeing Commercial Airplanes
	 

	 	P.O. Box 3707
	 

	 	Mail Code 21-34
	 

	 	Seattle, Washington 98124-2207
	 

	 	U.S.A.
	 

	 	Attn: Vice President — Contracts





NAMED INSURED: <CustomerName>




     We hereby certify that in our capacity as Brokers to the Named Insured, the following
described insurance is in force on this date:



	 	 	 	 	 

	Insurer
	 	Policy No.
	 	Participation





POLICY PERIOD: From [date and time of inception of the Policy(ies)] to [date and time of
expiration].



GEOGRAPHICAL LIMITS: Worldwide (however, as respects “Aircraft Hull War and Allied Perils”
Insurance, as agreed by Boeing).



AIRCRAFT INSURED: All Boeing manufactured aircraft owned or operated by the Named Insured
which are the subject of the following purchase agreement(s), entered into between The Boeing
Company and _________________ (hereinafter Aircraft):




          Purchase Agreement No. __________ dated __________, 20_____




          Purchase Agreement No. __________ dated __________, 20_____




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix I Page A-1






 









 





Appendix I

SAMPLE

Insurance Certificate



COVERAGES:





	1.	 	Aircraft “all risks” Hull (Ground and Flight)
	 
	2.	 	Aircraft Hull War and Allied Perils (as per LSW 555, or its successor wording)
	 
	3.	 	Airline Liability





     Including, but not limited to, Bodily Injury, Property Damage, Aircraft Liability, Liability
War Risks, Passenger Legal Liability, Premises/Operations Liability, Completed Operations/Product
Liability, Baggage Legal Liability (checked and unchecked), Cargo Legal Liability, Contractual
Liability and Personal Injury.



     The above-referenced Airline Liability insurance coverage is subject to War and Other Perils
Exclusion Clause (AV48B) but all sections, other than Section (b) are reinstated as per AV52C, or
their successor endorsements.


LIMITS OF LIABILITY: To the fullest extent of the Policy limits that the Named Insured
carries from the time of delivery of the first Aircraft under the first Purchase Agreement listed
under “Aircraft Insured” and thereafter at the inception of each policy period, but in any event no
less than the following:




     Combined Single Limit Bodily Injury and Property Damage: U.S. Dollars ($) any one occurrence
each Aircraft (with aggregates as applicable).



	 	 	 	 	 

	(737-500/600)
	 	US$	350,000,000	 
	(737-300/700)
	 	US$	400,000,000	 
	(737-400)
	 	US$	450,000,000	 
	(737-800/900)
	 	US$	500,000,000	 
	(757-200)
	 	US$	525,000,000	 
	(757-300)
	 	US$	550,000,000	 
	(767-200)
	 	US$	550,000,000	 
	(767-300)
	 	US$	700,000,000	 
	(767-400ERX)
	 	US$	750,000,000	 
	(787)
	 	US$	700,000,000	 
	(777)
	 	US$	800,000,000	 
	(747)
	 	US$	900,000,000	 





(In regard to all other models and/or derivatives, to be specified by Boeing).



(In regard to Personal Injury coverage, limits are Twenty-five million U.S. Dollars ($25,000,000)
any one offense/aggregate.)



DEDUCTIBLES / SELF-INSURANCE: Any deductible and/or self-insurance amount (other than
standard market deductibles) are to be disclosed and agreed by Boeing.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix I Page A-2








 









 








Appendix I

SAMPLE

Insurance Certificate



SPECIAL PROVISIONS APPLICABLE TO BOEING: It is certified that Insurers are aware of the
terms and conditions of LSQ-AGTA and the following purchase agreements:




          Purchase Agreement No. __________ dated __________, 20_____




          Purchase Agreement No. __________ dated __________, 20_____




          Purchase Agreement No. __________ dated __________, 20_____




     Each Aircraft manufactured by Boeing which is delivered to the Insured pursuant to the
applicable purchase agreement during the period of effectivity of the policies represented by this
Certificate will be covered to the extent specified herein.


Insurers have agreed to the following:



1. In regard to Aircraft “all risks” Hull Insurance and Aircraft Hull War and Allied Perils
Insurance, Insurers agree to waive all rights of subrogation or recourse against Boeing in
accordance with LSQ-AGTA which was incorporated by reference into the applicable purchase
agreement.



2. In regard to Airline Liability Insurance, Insurers agree:




     2.1 To include Boeing as an additional insured in accordance with Customer’s undertaking in
Article 8.2.1 of LSQ-AGTA which was incorporated by reference into the applicable purchase
agreement.



     2.2 To provide that such insurance will be primary and not contributory nor excess with
respect to any other insurance available for the protection of Boeing;



     2.3 To provide that with respect to the interests of Boeing, such insurance shall not be
invalidated or minimized by any action or inaction, omission or misrepresentation by the Insured or
any other person or party (other than Boeing) regardless of any breach or violation of any
warranty, declaration or condition contained in such policies;



     2.4 To provide that all provisions of the insurance coverage’s referenced above, except the
limits of liability, will operate to give each Insured or additional insured the same protection as
if there were a separate Policy issued to each.


3. In regard to all of the above referenced policies:




     3.1 Boeing will not be responsible for payment, set-off, or assessment of any kind or any
premiums in connection with the policies, endorsements or coverage’s described herein;



     3.2 If a policy is canceled for any reason whatsoever, or any substantial change is made in
the coverage which affects the interests of Boeing or if a policy is allowed to lapse for
nonpayment of premium, such cancellation, change or lapse shall not be effective as to Boeing for
thirty (30) days (in the case of war risk and allied perils coverage seven (7) days after sending,
or such other period as may from time to time be customarily obtainable in the industry) after
receipt by Boeing of written notice from



			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix I Page A-3






 









 






Appendix I

SAMPLE

Insurance Certificate



the Insurers or the authorized representatives or Broker of such cancellation, change or
lapse; and




     3.3 For the purposes of the Certificate, “Boeing” is defined as The Boeing Company, its
divisions, subsidiaries, affiliates, the assignees of each and their respective directors,
officers, employees and agents.


Subject to the terms, conditions, limitations and exclusions of the relative policies.




____________________



Name:



Title:




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix I Page A-4






 









 






Appendix II

SAMPLE

Purchase Agreement Assignment




     THIS PURCHASE AGREEMENT ASSIGNMENT (Assignment) dated as of __________, 20_____ is between
____________________, a company organized under the laws of ____________________ (Assignor) and
____________________, a company organized under the laws of ____________________ (Assignee).
Capitalized terms used herein without definition will have the same meaning as in the Boeing
Purchase Agreement.



     Assignor and The Boeing Company, a Delaware corporation (Boeing), are parties to the Boeing
Purchase Agreement, providing, among other things, for the sale by Boeing to Assignor of certain
aircraft, engines and related equipment, including the Aircraft.



     Assignee wishes to acquire the Aircraft and certain rights and interests under the Boeing
Purchase Agreement and Assignor, on the following terms and conditions, is willing to assign to
Assignee certain of Assignor’s rights and interests under the Boeing Purchase Agreement. Assignee
is willing to accept such assignment.


It is agreed as follows:



1. For all purposes of this Assignment, the following terms will have the following meanings:




     Aircraft — one Boeing Model _____ aircraft, bearing manufacturer’s serial number
__________, together with all engines and parts installed on such aircraft on the Delivery Date.



     Boeing — Boeing shall include any wholly-owned subsidiary of Boeing, and its
successors and assigns.



     Boeing Purchase Agreement — Purchase Agreement No. __________ dated as of
____________________ between Boeing and Assignor, as amended, but excluding ____________________,
providing, among other things, for the sale by Boeing to Assignor of the Aircraft, as said
agreement may be further amended to the extent permitted by its terms. The Purchase Agreement
incorporated by reference Aircraft General Terms Agreement LSQ-AGTA- (AGTA).



     Delivery Date — the date on which the Aircraft is delivered by Boeing to Assignee
pursuant to and subject to the terms and conditions of the Boeing Purchase Agreement and this
Assignment.


2. Assignor does hereby assign to Assignee all of its rights and interests in and to the Boeing
Purchase Agreement, as and to the extent that the same relate to the Aircraft and the purchase and
operation thereof, except as and to the extent expressly reserved below, including, without
limitation, in such assignment:




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix II Page A-5






 









 






Appendix II

SAMPLE

Purchase Agreement Assignment




{EXAMPLES





	 	(i)	 	the right upon valid tender to purchase the
Aircraft pursuant to the Boeing Purchase Agreement subject to
the terms and conditions thereof and the right to take title to
the Aircraft and to be named the “Buyer” in the bill of sale
for the Aircraft;
	 
	 	(ii)	 	the right to accept delivery of the Aircraft;
	 
	 	(iii)	 	all claims for damages arising as a result of
any default under the Boeing Purchase Agreement in respect of
the Aircraft;
	 
	 	(iv)	 	all warranty and indemnity provisions contained
in the Boeing Purchase Agreement, and all claims arising
thereunder, in respect of the Aircraft; and
	 
	 	(v)	 	any and all rights of Assignor to compel
performance of the terms of the Boeing Purchase Agreement in
respect of the Aircraft.}




Reserving exclusively to Assignor, however:




{EXAMPLES





	 	(i)	 	all Assignor’s rights and interests in and to
the Boeing Purchase Agreement as and to the extent the same
relates to aircraft other than the Aircraft, or to any other
matters not directly pertaining to the Aircraft;
	 
	 	(ii)	 	all Assignor’s rights and interests in or
arising out of any advance or other payments or deposits made
by Assignor in respect of the Aircraft under the Boeing
Purchase Agreement and any amounts credited or to be credited
or paid or to be paid by Boeing in respect of the Aircraft;
	 
	 	(iii)	 	the right to obtain services, training,
information and demonstration and test flights pursuant to the
Boeing Purchase Agreement; and
	 
	 	(iv)	 	the right to maintain plant representatives at
Boeing’s plant pursuant to the Boeing Purchase Agreement.}





			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix II Page A-6






 









 






Appendix II

SAMPLE

Purchase Agreement Assignment



Assignee hereby accepts such assignment.



3. Notwithstanding the foregoing, so long as no event of default or termination under [specify
document] has occurred and is continuing, Assignee hereby authorizes Assignor, to the exclusion of
Assignee, to exercise in Assignor’s name all rights and powers of Customer under the Boeing
Purchase Agreement in respect of the Aircraft.



4. For all purposes of this Assignment, Boeing will not be deemed to have knowledge of or need to
recognize the occurrence, continuance or the discontinuance of any event of default or termination
under [specify document] unless and until Boeing receives from Assignee written notice thereof,
addressed to its Vice President — Contracts, Boeing Commercial Airplanes at P.O. Box 3707, Seattle,
Washington 98124, if by mail, or to 32-9430 Answerback BOEINGREN RNTN, if by telex. Until such
notice has been given, Boeing will be entitled to deal solely and exclusively with Assignor.
Thereafter, until Assignee has provided Boeing written notice that any such events no longer
continue, Boeing will be entitled to deal solely and exclusively with Assignee. Boeing may act
with acquittance and conclusively rely on any such notice.



5. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a)
prior to the Delivery Date Assignor will perform its obligations with respect to the Aircraft to be
performed by it on or before such delivery, (b) Assignor will at all times remain liable to Boeing
under the Boeing Purchase Agreement to perform all obligations of Customer thereunder to the same
extent as if this Assignment had not been executed, and (c) the exercise by Assignee of any of the
assigned rights will not release Assignor from any of its obligations to Boeing under the Boeing
Purchase Agreement, except to the extent that such exercise constitutes performance of such
obligations.



6. Notwithstanding anything contained in this Assignment to the contrary (but without in any way
releasing Assignor from any of its obligations under the Boeing Purchase Agreement), Assignee
confirms for the benefit of Boeing that, insofar as the provisions of the Boeing Purchase Agreement
relate to the Aircraft, in exercising any rights under the Boeing Purchase Agreement, or in making
any claim with respect to the Aircraft or other things (including, without limitation, Material,
training and services) delivered or to be delivered, the terms and conditions of the Boeing
Purchase Agreement, including, without limitation, the DISCLAIMER AND RELEASE and
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C to the
Aircraft General Terms Agreement which was incorporated by reference into the Boeing Purchase
Agreement and the insurance provisions in Article 8.2 of the Aircraft General Terms Agreement which
was incorporated by reference into the Boeing Purchase Agreement therein, will apply to and be
binding on Assignee to the same extent as if Assignee had been the original “Customer” thereunder.
Assignee further agrees, expressly for the benefit of Boeing, upon the written request of Boeing,
Assignee will promptly execute and deliver such further assurances and documents and take such
further action as Boeing may reasonably request in order to obtain the full benefits of Assignee’s
agreements in this paragraph.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix II Page A-7






 









 







Appendix II

SAMPLE

Purchase Agreement Assignment



7. Nothing contained herein will subject Boeing to any liability to which it would not otherwise be
subject under the Boeing Purchase Agreement or modify in any respect the contract rights of Boeing
thereunder, or require Boeing to divest itself of title to or possession of the Aircraft or other
things until delivery thereof and payment therefore as provided therein.



8. Notwithstanding anything in this Assignment to the contrary, after receipt of notice of any
event of default or termination under [specify document], Boeing will continue to
owe to Assignor moneys in payment of claims made or obligations arising before such notice, which
moneys may be subject to rights of set-off available to Boeing under applicable law. Similarly,
after receipt of notice that such event of default or termination no longer continues, Boeing will
continue to owe to Assignee moneys in payment of claims made or obligations arising before such
notice, which moneys may be subject to rights of set-off available to Boeing under applicable law.



9. Effective at any time after an event of default has occurred, and for so long as such event of
default is continuing, Assignor does hereby constitute Assignee as Assignor’s true and lawful
attorney, irrevocably, with full power (in the name of Assignor or otherwise) to ask, require,
demand, receive, and give acquittance for any and all moneys and claims for moneys due and to
become due under or arising out of the Boeing Purchase Agreement in respect of the Aircraft, to the
extent assigned by this Assignment.



10. Assignee agrees, expressly for the benefit of Boeing and Assignor that it will not disclose,
directly or indirectly, any terms of the Boeing Purchase Agreement; provided, that Assignee may
disclose any such information (a) to its special counsel and public accountants, (b) as required by
applicable law to be disclosed or to the extent that Assignee may have received a subpoena or other
written demand under color of legal right for such information, but it will first, as soon as
practicable upon receipt of such requirement or demand, furnish an explanation of the basis thereof
to Boeing, and will afford Boeing reasonable opportunity, to obtain a protective order or other
reasonably satisfactory assurance of confidential treatment for the information required to be
disclosed, and (c) to any bona fide potential purchaser or lessee of the Aircraft. Any disclosure
pursuant to (a) and (c) above will be subject to execution of a confidentiality agreement
substantially similar to this paragraph 10.



11. This Assignment may be executed by the parties in separate counterparts, each of which when so
executed and delivered will be an original, but all such counterparts will together constitute but
one and the same instrument.



12. This Assignment will be governed by, and construed in accordance with, the laws of
___________________.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix II Page A-8






 









 






Appendix II

SAMPLE

Purchase Agreement Assignment




	 	 	 

	__________________________

	 	__________________________
	as Assignor

	 	as Assignee
	 
	 	 
	By _________________________

	 	By _________________________
	 
	 	 
	Name:

	 	Name:
	 
	 	 
	Title:

	 	Title:





Attest:




     The undersigned, as Indenture Trustee Agent for the benefit of the Loan
 Participants Mortgagee and as assignee of, and holder of a security interest in, the estate,
right, and interest of the Assignee in and to the foregoing Purchase Agreement Assignment and the
Purchase Agreement pursuant to the terms of a certain  Trust Indenture Mortgage dated as of
__________, 20_____, agrees to the terms of the foregoing Purchase Agreement Assignment and agrees
that its rights and remedies under such  Trust Indenture Mortgage shall be subject to the terms
and conditions of the foregoing Purchase Agreement Assignment, including, without limitation,
paragraph 6.



as Indenture Trustee Agent



By:____________________________



Name:



Title:




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix II Page A-9






 









 






Appendix II

SAMPLE

Purchase Agreement Assignment




CONSENT AND AGREEMENT OF

THE BOEING COMPANY




     THE BOEING COMPANY, a Delaware corporation (Boeing), hereby acknowledges notice of and
consents to the foregoing Purchase Agreement Assignment (Assignment) as it relates to Boeing in
respect of the Aircraft. Boeing confirms to Assignee that: all representations, warranties,
indemnities and agreements of Boeing under the Boeing Purchase Agreement with respect to the
Aircraft will, subject to the terms and conditions thereof and of the Assignment, inure to the
benefit of Assignee to the same extent as if Assignee were originally named “Customer” therein.



     This Consent and Agreement will be governed by, and construed in accordance with, the law of
the State of Washington, excluding the conflict of laws principles thereof.


Dated as of __________, 20____.



THE BOEING COMPANY




By _________________________

Name:



Title: Attorney-in-Fact



Aircraft Manufacturer’s Serial Number(s) ____________________




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix II Page A-10







 











 





Appendix III

SAMPLE

Post-Delivery Sale Notice




Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207

U.S.A.




By Courier

1901 Oakesdale Ave. SW

Renton, WA 98055

U.S.A.





			
	Attention:	 	Vice President — Contracts

Mail Code 21-34





     In connection with the sale by Air Lease Corporation (Seller) to ____________________
(Purchaser) of the aircraft identified below, reference is made to Purchase Agreement No.
__________ dated as of __________, 20_____, between The Boeing Company (Boeing) and Seller
(Purchase Agreement) under which Seller purchased certain Boeing Model _____ aircraft, including
the aircraft bearing Manufacturer’s Serial No.(s) ____________________ (Aircraft). The Purchase
Agreement incorporated by reference Aircraft General Terms Agreement LSQ-AGTA- (AGTA).



     Capitalized terms used herein without definition will have the same meaning as in the Purchase
Agreement.



     Seller has sold the Aircraft, including in that sale the assignment to Purchaser of all
remaining rights related to the Aircraft under the Purchase Agreement. To accomplish this transfer
of rights, as authorized by the provisions of the Purchase Agreement:


1. Purchaser acknowledges it has reviewed those provisions of the Purchase Agreement related to
those rights assigned and agrees to be bound by and comply with all applicable terms and conditions
of the Purchase Agreement, including, without limitation, the DISCLAIMER AND RELEASE and
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C to the
AGTA and the insurance provisions in Article 8.2 of the AGTA. Purchaser further agrees upon the
written request of Boeing, to promptly execute and deliver such further assurances and documents
and take such further action as Boeing may reasonably request in order to obtain the full benefits
of Purchaser’s agreements in this paragraph; and



2. Seller will remain responsible for any payments due Boeing as a result of obligations relating
to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix III Page A-11






 









 








Appendix III

SAMPLE

Post-Delivery Sale Notice




     We request that Boeing acknowledge receipt of this letter and confirm the transfer of rights
set forth above by signing the acknowledgment and forwarding one copy of this letter to each of the
undersigned.


Very truly yours,




	 	 	 	 	 	 	 	 	 
	Air Lease Corporation	 	Purchaser	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	 	 	By	 	 	 	 
	Its

	 	 

	 	Its
	 	 

	 	 
	Dated

	 	 

	 	Dated
	 	 

	 	 
	 

	 	 

	 	 	 	 

	 	 






     Receipt of the above letter is acknowledged and the assignment of rights under the Purchase
Agreement with respect to the Aircraft described above is confirmed, effective as of this date.


THE BOEING COMPANY




	 	 	 	 	 

	By
	 	 	 	 
	Its

	 	 

Attorney-in-Fact
	 	 
	Dated
	 	 	 	 
	 

	 	 	 	 




Aircraft Manufacturer’s Serial Number ____________________




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix III Page A-12











 









 








Appendix IV

SAMPLE

Post-Delivery Lease Notice




Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207

U.S.A.




By Courier

1901 Oakesdale Ave. SW

Renton, WA 98055

U.S.A.





			
	Attention:	 	Vice President — Contracts

Mail Code 21-34





     In connection with the sale by Air Lease Corporation (Seller) to ____________________
(Purchaser) of the aircraft identified below, reference is made to Purchase Agreement No.
__________ dated as of __________, 20_____, between The Boeing Company (Boeing) and Seller
(Purchase Agreement) under which Seller purchased certain Boeing Model _____ aircraft, including
the aircraft bearing Manufacturer’s Serial No.(s) ____________________ (Aircraft). The Purchase
Agreement incorporated by reference Aircraft General Terms Agreement LSQ-AGTA (AGTA).



     Capitalized terms used herein without definition will have the same meaning as in the Purchase
Agreement.



     Lessor has leased the Aircraft, including in that lease the transfer to Lessee of all
remaining rights related to the Aircraft under the Purchase Agreement. To accomplish this transfer
of rights, as authorized by the provisions of the Purchase Agreement:


1. Lessor authorizes Lessee to exercise, to the exclusion of Lessor, all rights and powers of
Lessor with respect to the remaining rights related to the Aircraft under the Purchase Agreement.
This authorization will continue until Boeing receives written notice from Lessor to the contrary,
addressed to Vice President — Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box
3707, Seattle, Washington 98124-2207. Until Boeing receives such notice, Boeing is entitled to
deal exclusively with Lessee with respect to the Aircraft under the Purchase Agreement. With
respect to the rights and obligations of Lessor under the Purchase Agreement, all actions taken or
agreements entered into by Lessee during the period prior to Boeing’s receipt of this notice are
final and binding on Lessor. Further, any payments made by Boeing as a result of claims made by
Lessee will be made to the credit of Lessee.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix IV Page A-13










 









 








Appendix IV

SAMPLE

Post-Delivery Lease Notice



2. Lessee accepts the authorization above, acknowledges it has reviewed those provisions of the
Purchase Agreement related to the authority granted and agrees to be bound by and comply with all
applicable terms and conditions of the Purchase Agreement including, without limitation, the
DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article
11 of Part 2 of Exhibit C AGTA and the insurance provisions in Article 8.2 of the AGTA. Lessee
further agrees, upon the written request of Boeing, to promptly execute and deliver such further
assurances and documents and take such further action as Boeing may reasonably request in order to
obtain the full benefits of Lessee’s agreements in this paragraph.



3. Lessor will remain responsible for any payments due Boeing as a result of obligations relating
to the Aircraft incurred by Lessor to Boeing prior to the effective date of this letter.




     We request that Boeing acknowledges receipt of this letter and confirm the transfer of rights
set forth above by signing the acknowledgment and forwarding one copy of this letter to each of the
undersigned.


Very truly yours,




	 	 	 	 	 	 	 	 	 	 	 

	Air Lease Corporation	 	 	 	Purchaser	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By
 
Its
 
Dated 

	 	 
 

 
 

 
 

	 	   
	 	By

Its

Dated
	 	 
 

 
 

 
 

	 	   






     Receipt of the above letter is acknowledged and transfer of rights under the Purchase
Agreement with respect to the Aircraft described above is confirmed, effective as of this date.


THE BOEING COMPANY




	 	 	 	 	 

	By 

Its

	 	 
 

Attorney-in-Fact
	 	 
	Dated

	 	 
 

	 	 





Aircraft Manufacturer’s Serial Number ____________________




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix IV Page A-14











 









 








Appendix V

SAMPLE

Purchaser’s/Lessee’s Agreement




Boeing Commercial Airplanes

P. O. Box 3707

Seattle, Washington 98124-2207

U.S.A.




By Courier

1901 Oakesdale Ave. SW

Renton, WA 98055

U.S.A.





			
	Attention	 	Vice President — Contracts

Mail Code 21-34





     In connection with the sale/lease by Air Lease Corporation (Seller/Lessor) to
____________________ (PurchaserLessee) of the aircraft identified below, reference is made to the
following documents:




	 	(i)	 	Purchase Agreement No. _____ dated as of
__________, 20_____, between The Boeing Company (Boeing) and
Seller/Lessor (Purchase Agreement) under which Seller/Lessor
purchased certain Boeing Model _____ aircraft, including the
aircraft bearing Manufacturer’s Serial No.(s)
____________________ (Aircraft); and
	 
	 	(ii)	 	Aircraft Agreement dated as of __________,
20_____, between Seller/Lessor and Purchaser/Lessee (Aircraft
Agreement) under which Seller/Lessor is selling/leasing the
Aircraft.





     Capitalized terms used herein without definition will have the same meaning as in the Purchase
Agreement.


1. Seller/Lessor has sold/leased the Aircraft under the Aircraft Agreement, including therein a
form of exculpatory clause protecting Seller/Lessor from liability for loss of or damage to the
aircraft, and/or related incidental or consequential damages, including without limitation loss of
use, revenue or profit.



2. Disclaimer and Release; Exclusion of Consequential and Other Damages




     2.1 In accordance with Seller/Lessor obligation under Article 9.5 of LSQ-AGTA-APPEND which was
incorporated by reference into the Purchase Agreement, Purchaser/Lessee hereby agrees that:



			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix V Page A-15






 









 





Appendix V

SAMPLE

Purchaser’s/Lessee’s Agreement




     2.2 DISCLAIMER AND RELEASE. IN CONSIDERATION OF THE SALE/LEASE OF THE AIRCRAFT,
PURCHASER/LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES, OBLIGATIONS AND LIABILITIES
OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF PURCHASER/LESSEE AGAINST BOEING, EXPRESS OR
IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT,
BOEING PRODUCT, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THE AIRCRAFT AGREEMENT,
INCLUDING, BUT NOT LIMITED TO:




	 	(i)	 	ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS;
	 
	 	(ii)	 	ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
	 
	 	(iii)	 	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF
BOEING; AND
	 
	 	(iv)	 	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT.





     2.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING WILL HAVE NO OBLIGATION OR
LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT, WHETHER OR NOT ARISING FROM THE
NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL
OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, MATERIALS,
TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THE AIRCRAFT AGREEMENT.



     2.4 Definitions. For the purpose of this paragraph 2, “BOEING” or “Boeing” is defined
as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each, and their
respective directors, officers, employees and agents.



			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix V Page A-16






 









 





Appendix V

SAMPLE

Purchaser’s/Lessee’s Agreement



Very truly yours,




	 	 	 	 	 	 	 	 	 	 	 

	Air Lease Corporation	 	 	 	Purchaser/Lessee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 
	 	By	 	 	 	 
	Its

	 	 

	 	 	 	Its
	 	 

	 	 
	Dated

	 	 

	 	 	 	Dated
	 	 

	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix V Page A-17











 









 








Appendix VI

SAMPLE

Post-Delivery Owner Appointment of Agent — Warranties




Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207

U.S.A.




By Courier

1901 Oakesdale Ave. SW

Renton, WA 98055

U.S.A.





			
	Attention:	 	Vice President — Contracts

Mail Code 21-34




1. Reference is made to Purchase Agreement No. ____ dated as of __________, 20__, between The
Boeing Company (Boeing) and Air Lease Corporation (Customer) (the Purchase Agreement), under which
Customer purchased certain Boeing Model ________ aircraft including the aircraft bearing
Manufacturer’s Serial No.(s) _____________ (the Aircraft). The Purchase Agreement incorporated by
reference Aircraft General Terms Agreement LSQ-AGTA (AGTA).



Capitalized terms used herein without definition will have the same meaning as in the Purchase
Agreement.



To accomplish the appointment of an agent, Customer confirms:



A. Customer has appointed ____________________ as agent (Agent) to act directly with Boeing with
respect to the remaining warranties under the Purchase Agreement and requests Boeing to treat Agent
as Customer for the administration of claims with respect to such warranties; provided however,
Customer remains liable to Boeing to perform the obligations of Customer under the Purchase
Agreement.



B. Boeing may continue to deal exclusively with Agent concerning the matters described herein
unless and until Boeing receives written notice from Customer to the contrary, addressed to Vice
President — Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box 3707, Seattle,
Washington 98124-2207, U.S.A. With respect to the rights and obligations of Customer under the
Purchase Agreement, all actions taken by Agent or agreements entered into by Agent during the
period prior to Boeing’s receipt of such notice are final and binding on Customer. Further, any
payments made by Boeing as a result of claims made by Agent will be made to the credit of Agent
unless otherwise specified when each claim is submitted.



C. Customer will remain responsible for any payments due Boeing as a result of obligations relating
to the Aircraft incurred by Customer to Boeing prior to the effective date of this letter.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix VI Page A-18







 









 








Appendix VI

SAMPLE

Post-Delivery Owner Appointment of Agent — Warranties



We request that Boeing acknowledge receipt of this letter and confirm the appointment of Agent as
stated above by signing the acknowledgment and forwarding one copy of this letter to each of the
undersigned.



Very truly yours,



Air Lease Corporation




	 	 	 	 	 

	By
	 	 	 	 
	Its

	 	 

	 	 
	 

	 	 	 	 
	Dated
	 	 	 	 
	 

	 	 	 	 





			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix VI Page A-19






 









 






Appendix VI

SAMPLE

Post-Delivery Owner Appointment of Agent — Warranties



AGENT’S AGREEMENT



Agent accepts the appointment as stated above, acknowledges it has reviewed the those portions of
the Purchase Agreement related to the authority granted it under the Purchase Agreement and agrees
that, in exercising any rights or making any claims thereunder, Agent will be bound by and comply
with all applicable terms and conditions of the Purchase Agreement including, without limitation,
the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in
Article 11 of Part 2 of Exhibit C to the AGTA. Agent further agrees, upon the written request of
Boeing, to promptly execute and deliver such further assurances and documents and take such further
action as Boeing may reasonably request in order to obtain the full benefits of the warranties
under the Purchase Agreement.



Very truly yours,



Agent




	 	 	 	 	 

	By
	 	 	 	 
	Its

	 	 

	 	 
	 

	 	 	 	 
	Dated
	 	 	 	 
	 

	 	 	 	 




Receipt of the above letter is acknowledged and the appointment of Agent with respect to the
above-described rights under the Purchase Agreement is confirmed, effective as of this date.



THE BOEING COMPANY




	 	 	 	 	 

	By
	 	 	 	 
	Its

	 	 

	 	 
	 

	 	 	 	 
	Dated
	 	 	 	 
	 

	 	 	 	 




Aircraft Manufacturer’s Serial Number __________




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix VI Page A-20






 









 








Appendix VII

SAMPLE

Contractor Confidentiality Agreement




Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207





			
	Attention:	 	Vice President — Contracts

Mail Stop 21-34




This agreement (Agreement) is entered into between ____________________ (Contractor) and Air Lease
Corporation (Customer) and will be effective as of the date set forth below.



In connection with Customer’s provision to Contractor of certain Materials, Proprietary Materials
and Proprietary Information, reference is made to Purchase Agreement No. _____ dated as of ____________________ between
The Boeing Company (Boeing) and Customer (Purchase Agreement), which incorporates by this reference
LSQ-AGTA-L.



Capitalized terms used herein without definition will have the same meaning as in the Purchase
Agreement.



Boeing has agreed to permit Customer to make certain Materials, Proprietary Materials and
Proprietary Information relating to Customer’s Boeing Model ________ aircraft, Manufacturer’s
Serial Number ______, Registration No. ________ (Aircraft) available to Contractor in connection
with Customer’s contract with Contractor to maintain/repair/modify the Aircraft (Contract). In
consideration of the Contract, and as a condition of receiving the Proprietary Materials and
Proprietary Information, Contractor agrees as follows:



1. For purposes of this Agreement:



Aircraft Software means software intended to fly with and be utilized in the operation of an
Aircraft, but excludes software furnished by Customer.



Materials means any and all items that are created by Boeing or a Third Party, are provided
directly or indirectly to Contractor from Boeing or from Customer, and serve primarily to contain,
convey or embody information. Materials may include either tangible forms (for example, documents
or drawings) or intangible embodiments (for example, software and other electronic forms) of
information, but excludes Aircraft Software and software furnished by Customer.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix VII Page A-21






 









 








Appendix VII

SAMPLE

Contractor Confidentiality Agreement



Proprietary Information means any and all proprietary, confidential and/or trade secret information
owned by Boeing or a Third Party which is contained, conveyed or embodied in Materials.



Proprietary Materials means Materials that contain, convey, or embody Proprietary Information.



Third Party means anyone other than Boeing, Customer and Contractor.



2. Boeing has authorized Customer to grant to Contractor a worldwide, non-exclusive, personal and
nontransferable license to use Proprietary Materials and Proprietary Information, owned by Boeing,
internally in connection with performance of the Contract or as may otherwise be authorized by
Boeing in writing. Contractor will keep confidential and protect from disclosure to any person,
entity or government agency, including any person or entity affiliated with Contractor, all
Proprietary Materials and Proprietary Information. Individual copies of all Materials and Aircraft
Software are provided to Contractor subject to copyrights therein, and all such copyrights are
retained by Boeing or, in some cases, by Third Parties. Contractor is authorized to make copies of
Materials (except for Materials bearing the copyright legend of a Third Party) provided, however,
Contractor preserves the restrictive legends and proprietary notices on all copies. All copies of
Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under this
Agreement.



3. Contractor specifically agrees not to use Proprietary Materials or Proprietary Information in
connection with the manufacture or sale of any part or design. Unless otherwise agreed with Boeing
in writing, Proprietary Materials and Proprietary Information may be used by Contractor only for
work on the Aircraft for which such Proprietary Materials have been specified by Boeing. Customer
and Contractor recognize and agree that they are responsible for ascertaining and ensuring that all
Materials are appropriate for the use to which they are put.



4. Contractor will not attempt to gain access to information by reverse engineering, decompiling,
or disassembling any portion of any software or Aircraft Software provided to Contractor pursuant
to this Agreement.



5. Upon Boeing’s request at any time, Contractor will promptly return to Boeing (or, at Boeing’s
option, destroy) all Proprietary Materials, together with all copies thereof and will certify to
Boeing that all such Proprietary Materials and copies have been so returned or destroyed.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix VII Page A-22







 









 








Appendix VII

SAMPLE

Contractor Confidentiality Agreement



6. When and to the extent required by a government regulatory agency having jurisdiction over
Contractor, Customer or the Aircraft, Contractor is authorized to provide Proprietary Materials and
disclose Proprietary Information to the agency for the agency’s use in connection with Contractor’s
authorized use of such Proprietary Materials and/or Proprietary Information in connection with
Contractor’s maintenance, repair, or modification of the Aircraft. Contractor agrees to take
reasonable steps to prevent such agency from making any distribution or disclosure, or additional
use of the Proprietary Materials and Proprietary Information so provided or disclosed. Contractor
further agrees to promptly notify Boeing upon learning of any (i) distribution, disclosure, or
additional use by such agency, (ii) request to such agency for distribution, disclosure, or
additional use, or (iii) intention on the part of such agency to distribute, disclose, or make
additional use of the Proprietary Materials or Proprietary Information.



7. Boeing is an intended third party beneficiary under this Agreement, and Boeing may enforce any
and all of the provisions of the Agreement directly against Contractor. Contractor hereby submits
to the jurisdiction of the Washington state courts and the United States District Court for the
Western District of Washington with regard to any Boeing claims under this Agreement. It is agreed
that Washington law (excluding Washington’s conflict-of-law rules) will apply to this Agreement and
to any claim or dispute under this Agreement.



8. No disclosure or physical transfer by Boeing or Customer to Contractor, of any Proprietary
Materials or Proprietary Information covered by this Agreement will be construed as granting a
license, other than as expressly set forth in this Agreement or any ownership right in any patent,
patent application, copyright or proprietary information.



9. The provisions of this Agreement will apply notwithstanding any markings or legends, or the
absence thereof, on any Proprietary Materials.



10. This Agreement is the entire agreement of the parties regarding the ownership and treatment of
Proprietary Materials and Proprietary Information, and no modification of this Agreement will be
effective as against Boeing unless embodied in writing and signed by authorized representatives of
Contractor, Customer and Boeing.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix VII Page A-23







 









 








Appendix VII

SAMPLE

Contractor Confidentiality Agreement



11. Failure by either party to enforce any of the provisions of this Agreement will not be
construed as a waiver of such provisions. If any of the provisions of this Agreement are held
unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the
Agreement will remain in full force.



12. The obligations of Customer and Contractor relating to Proprietary Materials and Proprietary
Information under this Agreement will remain in effect and will survive cancellation or termination
of this Agreement.



AGREED AND ACCEPTED this



Date: _______________________




	 	 	 	 	 	 	 	 	 
	Contractor	 	Air Lease Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	Signature

	 	 	 	Signature	 	 	 	 
	Printed Name

	 	 

	 	Printed Name
	 	 

	 	 
	Title

	 	 

	 	Title
	 	 

	 	 
	 

	 	 

	 	 	 	 

	 	 






			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix VII Page A-24







 









 








Appendix VIII

SAMPLE

Post-Delivery Sale with Lease to Seller



[Notice from Owner/Seller and subsequent Buyer regarding post-delivery sale and lease back of an
aircraft and transfer of all remaining Purchase Agreement rights.]



, 200_




Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207




By Courier

1901 Oakesdale Ave. SW

Renton, WA _____





			
	Attention:	 	Vice President — Contracts

Mail Code 21-34




In connection with ________________’s (Seller’s) sale to and lease back from ________________
(Buyer) of the aircraft identified below, reference is made to the following documents:



1. Purchase Agreement No. _______ dated as of _________________, between The Boeing Company
(Boeing) and Seller (Agreement) under which Seller purchased certain Boeing Model _____________
aircraft, including the aircraft bearing Manufacturer’s Serial No.(s) _______(Aircraft). The
Agreement incorporates by reference the terms of LSQ-AGTA-___ dated __________ ___, 2010, between
Seller and Boeing.




2. Aircraft Sale Agreement dated as of ___________________, between Seller and _________________________ (Buyer).



3. Aircraft Lease Agreement dated as of ___________________, between Buyer and Seller.



Capitalized terms used herein without definition will have the same meaning as in the Agreement.



Seller confirms for the benefit of Boeing it owns and controls the rights it purports to assign
herein.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix VIII Page A-25











 









 








Appendix VIII

SAMPLE

Post-Delivery Sale with Lease to Seller



Seller has sold the Aircraft, including in that sale the transfer to Buyer of all remaining rights
related to the Aircraft under the Agreement. To accomplish this transfer of rights, as authorized
by the provisions of the Agreement:



(1) Buyer acknowledges it has reviewed the Agreement and agrees that in exercising any rights under
the Agreement or asserting any claims with respect to the Aircraft or other things (including
without limitation, Materials, training and services) delivered or to be delivered, it is bound by
and will comply with all applicable terms, conditions, and limitations of the Agreement including
but not limited to those related to any exclusion or limitation of liabilities or warranties,
indemnity and insurance; and



(2) Buyer authorizes Seller to exercise, to the exclusion of Buyer all rights and powers of
“Customer” with respect to the remaining rights related to the Aircraft under the Agreement. This
authorization will continue until Boeing receives written notice from Buyer to the contrary,
addressed to Vice President — Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box
3707, Seattle, Washington 98124-2207 (if by mail) or (425) 237-1706 (if by facsimile). Until
Boeing receives this notice, Boeing is entitled to deal exclusively with Seller as “Customer” with
respect to the Aircraft under the Agreement. With respect to the rights, powers, duties and
obligations of “Customer” under the Agreement, all actions taken by Seller or agreements entered
into by Seller during the period prior to Boeing’s receipt of that notice are final and binding on
Buyer. Further, any payments made by Boeing as a result of claims made by Seller prior to receipt
of such notice are to be made to the credit of Seller.



(3) Seller accepts the authorization set forth in paragraph 2 above, acknowledges it has reviewed
the Agreement and agrees that in exercising any rights under the Agreement or asserting any claims
with respect to the Aircraft or other things (including without limitation, Materials, training and
services) delivered or to be delivered, it is bound by and will comply with all applicable terms,
conditions, and limitations of the Agreement including but not limited to those relating to any
exclusion or limitation of liabilities or warranties, indemnity and insurance.



(4) Seller agrees to remain responsible for any payments due Boeing as a result of obligations
relating to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter.



We request that Boeing acknowledge receipt of this letter and confirm the transfer of rights set
forth above by signing the acknowledgment and forwarding one copy of this letter to each of the
undersigned.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix VIII Page A-26









 









 





Appendix VIII

SAMPLE

Post-Delivery Sale with Lease to Seller





Very truly yours,




	 	 	 	 	 	 	 	 	 

	Seller	 	Buyer	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	 	 	By	 	 	 	 
	Its

	 	 

	 	Its
	 	 

	 	 
	Dated

	 	 

	 	Dated
	 	 

	 	 
	 

	 	 

	 	 	 	 

	 	 





Receipt of the above letter is acknowledged and the transfers of rights under the Agreement with
respect to the Aircraft described above are confirmed, effective as of the date indicated below.



The Boeing Company




	 	 	 	 	 

	By
	 	 	 	 
	Its

	 	 

	 	 
	Dated

	 	 

	 	 
	 

	 	 

	 	 






			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix VIII Page A-27






 









 








Appendix IX

SAMPLE

SALE WITH LEASE



[Date]




Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207





			
	Attention:	 	Vice President — Contracts

Mail Code 21-34




In connection with the sale by ___________________ (Seller) to ___________________ (Purchaser) and
subsequent lease of the aircraft identified below, reference is made to the following documents:



1. Purchase Agreement No. ______ dated as of __________, _____, between The Boeing Company (Boeing)
and Seller (Agreement) under which Seller purchased certain Boeing Model _________ aircraft,
including the aircraft bearing Manufacturer’s Serial No(s). ____________ (Aircraft).



2. Aircraft sale agreement dated as of __________, ________, between Seller and Purchaser.



3. Aircraft lease agreement dated as of __________, _____, between Purchaser and _________
(Lessee)(Lease).



Capitalized terms used herein without definition will have the same meaning as in the Agreement.



Seller has sold the Aircraft, including in that sale the assignment to Purchaser of all remaining
rights related to the Aircraft under the Agreement. To accomplish this transfer of rights, as
authorized by the provisions of the Agreement:



(1) Seller confirms for the benefit of the Manufacturer it owns and controls the rights it purports
to have assigned.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix IX Page A-28








 









 








Appendix IX

SAMPLE

SALE WITH LEASE



(2) Purchaser agrees that in exercising any rights under the Agreement or asserting any claims with
respect to the Aircraft or other things (including without limitation, [data
and documents/Materials], training and services) delivered or to be delivered, it is bound by and
will comply with all applicable terms, conditions, and limitations of the Agreement including but
not limited to those related to any exclusion or limitation of liabilities or warranties, indemnity
and insurance; and



(3) Seller will remain responsible for any payment due Boeing as a result of obligations relating
to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter.



(4) Purchaser authorizes Lessee during the term of the Lease to exercise, to the exclusion of
Purchaser all rights and powers of [“Buyer”/ “Customer”] with respect to the remaining rights
related to the Aircraft under the Agreement. This authorization will continue until Boeing
receives written notice from Purchaser to the contrary, addressed to Vice President — Contracts,
Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box 3707, Seattle, Washington 98124-2207 (if by
mail) or (425)237-1706 (if by facsimile). Until Boeing receives this notice, Boeing is entitled to
deal exclusively with Lessee as [“Buyer”/ “Customer”] with respect to the Aircraft under the
Agreement. With respect to the rights, powers, duties and obligations of [“Buyer”/“Customer”]
under the Agreement, all actions taken by Lessee or agreements entered into by Lessee during the
period prior to Boeing’s receipt of that notice are final and binding on Purchaser. Further, any
payments made by Boeing as a result of claims made by Lessee prior to receipt of this notice are to
be made to the credit of Lessee.



(5) Lessee accepts the authorization set forth in paragraph 3 above, acknowledges it has reviewed
the Agreement and agrees that in exercising any rights under the Agreement or asserting any claims
with respect to the Aircraft or other things (including without limitation, [data and
documents/Materials], training and services) delivered or to be delivered, it is bound by and will
comply with all applicable terms, conditions, and limitations of the Agreement including but not
limited to those related to any exclusion or limitation of liabilities or warranties, indemnity and
insurance.



We request that Boeing acknowledge receipt of this letter and confirm the transfer of rights set
forth above by signing the acknowledgment and forwarding one copy of this letter to each of the
undersigned.




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix IX Page A-29








 









 





Appendix IX

SAMPLE

SALE WITH LEASE



Very truly yours,




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(Seller)
	 	 	 	 	 	(Purchaser)
	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 	 	 
	Its

	 	 

	 	 	 	Its
	 	 

	 	 
	Dated

	 	 

	 	 	 	Dated
	 	 

	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(Lessee)	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 	 	 
	Its

	 	 

	 	 	 	 	 	 	 	 
	Dated

	 	 

	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 






			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix IX Page A-30













 









 








Appendix IX

SAMPLE

SALE WITH LEASE



Receipt of the above letter is acknowledged and the transfers of rights under the Agreement with
respect to the Aircraft described above are confirmed, effective as of the date indicated below.



The Boeing Company




	 	 	 	 	 

	By	 	 
	Its

	 	 

Attorney-in-Fact
	 	 
	Date
	 	 	 	 
	MSN

	 	 

	 	 
	 

	 	 

	 	 






			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix IX Page A-31












 









 








Appendix X

SAMPLE

Post-Delivery Security



[Date]




Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207

U.S.A.




By Courier

1901 Oakesdale Ave. SW

Renton, WA 98055

U.S.A.





			
	Attention:	 	Vice President-Contracts

Mail Code 21-34





     Reference is made to Purchase Agreement No. ________ dated as of _______________, (Agreement)
between The Boeing Company (Boeing) and __________________________ (Borrower) pursuant to which
Borrower purchased from Boeing one (1) Boeing model _______ aircraft bearing Manufacturer’s Serial
Number _____(Aircraft). The Agreement incorporates by reference the terms of Aircraft General
Terms Agreement LSQ-AGTA — ___ , dated ________ __, 2010, between Borrower and Boeing.



     Capitalized terms used herein without definition will have the same meanings as in the
Agreement.


Borrower confirms for the benefit of Boeing it owns and controls the rights it purports to assign
herein.




     In connection with Borrower’s financing of the Aircraft, Borrower is entering into a [trust
indenture/ mortgage], dated as of ___________, 20_____, between Borrower and [Indenture
Trustee/Mortgagee] [(Trust Indenture/Mortgage)], which grants a security interest in [the warranty
rights/ all of its rights] contained in the Agreement related to the Aircraft (Assigned Rights).
Borrower is authorized to exercise the Assigned Rights until such time as the [Indenture Trustee/
Mortgagee] notifies Boeing as provided below that an Event of Default under the [Trust Indenture/
Mortgage] has occurred and is continuing. In connection with this assignment for security
purposes, as authorized by the provisions of the Agreement:


1. [Indenture Trustee/Mortgagee], as assignee of, and holder of a security interest in, the estate,
right, and interest of the Borrower in and to the Agreement pursuant to




			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix X Page A-32







 









 








Appendix X

SAMPLE

Post-Delivery Security



the terms of a certain [Trust Indenture/Mortgage], acknowledges that it has received copies of the
applicable provisions of the Agreement and agrees that in exercising any rights under the Agreement
or asserting any claims with respect to the Aircraft or other things (including without limitation,
Materials, training and services) delivered or to be delivered, its rights and remedies under the
[Trust Indenture/Mortgage] shall be subject to the terms and conditions of the Agreement including
but not limited to those related to any exclusion or limitation of liabilities or warranties,
indemnity and insurance.



2. Borrower is authorized to exercise, to the exclusion of [Indenture Trustee/Mortgagee] all rights
and powers of “Customer” under the Agreement, unless and until Boeing receives a written notice
from [Indenture Trustee/Mortgagee], addressed to its Vice President — Contracts, Boeing Commercial
Airplanes at P.O. Box 3707, Seattle, Washington 98124, Mail Code 21-34 (if by mail), or
(425)237-1706 (if by facsimile) that an event of default under the [Trust Indenture/Mortgage] has
occurred and is continuing. Until such notice has been given, Boeing will be entitled to deal
solely and exclusively with Borrower. Thereafter, until [Indenture Trustee/Mortgagee] has provided
Boeing written notice that any such event no longer continues, Boeing will be entitled to deal
solely and exclusively with [Indenture Trustee/Mortgagee]. Boeing may act with acquittance and
conclusively rely on any such notice.



Borrower will remain responsible to Boeing for any amounts due Boeing with respect to the Aircraft
under the Agreement prior to Boeing’s receipt of such notice. We request that Boeing acknowledge
receipt of this letter and confirm the transfer of rights set forth above by signing its
acknowledgment and forwarding one copy of this letter to each of the undersigned.



Very truly yours,




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Indenture Trustee / Mortgagee
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	Its:

	 	 

	 	 	 	Its:
	 	 

	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix X Page A-33






 









 





Appendix X

SAMPLE

Post-Delivery Security



Receipt of the above letter is acknowledged and the transfer of rights under the Agreement with
respect to the Aircraft described above is confirmed, effective as of the date indicated below.



THE BOEING COMPANY




	 	 	 	 	 

	By:
	 	 	 	 
	Its:

	 	 

	 	 
	Date:

	 	 

	 	 
	MSN:

	 	 

	 	 
	 

	 	 

	 	 






			
	 	 	 
	LSQ-AGTA-APPEND
	 	Appendix X Page A-34







 











 





PURCHASE AGREEMENT NUMBER PA-03524




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Relating to Boeing Model 737-800 Aircraft



 









 





TABLE OF CONTENTS




ARTICLES




	 	 	 

	Article 1.

	 	Quantity, Model and Description.
	Article 2.

	 	Delivery Schedule.
	Article 3.

	 	Price.
	Article 4.

	 	Payment.
	Article 5.

	 	Additional Terms.






TABLE




	 	 	 

	1



	 	Aircraft Information Table






EXHIBIT




	 	 	 

	A

	 	Aircraft Configuration
	B

	 	Aircraft Delivery Requirements and Responsibilities






SUPPLEMENTAL EXHIBITS




	 	 	 

	AE1

	 	Escalation Adjustment/Airframe and Optional Features
	BFE1

	 	BFE Variables
	CS1

	 	Customer Support Variables
	EE1

	 	[*]Engine Warranty and Patent Indemnity
	SLP1

	 	Service Life Policy Components






LETTER AGREEMENTS




	 	 	 

	LA-1001388

	 	[*]
	LA-1001389

	 	[*]
	LA-1001390

	 	AGTA Matters
	LA-1001391

	 	Demonstration Flight Waiver
	LA-1001393

	 	[*]
	LA-1001394

	 	Assignment of Customer’s Interest to a Subsidiary or Affiliate
	LA-1001395

	 	Advance Payment Matters
	LA-1001396

	 	Special Escalation
	LA-1001397

	 	Other Matters
	LA-1001398

	 	Liquidated Damages Non-Excusable Delay
	LA-1001399

	 	Loading of Customer Software
	LA-1001400

	 	Open Configuration Matters
	LA-1001401

	 	Performance Guarantees
	LA-1001402

	 	Significant Improvement 737NG
	LA-1001403

	 	Leasing Matters
	LA-1001404

	 	Special Matters








 




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





					
	 
	 	 BOEING PROPRIETARY
	 	 
	LSQ-PA-03524
	 	 	 	PA Page 2






 









 





Purchase Agreement No. PA-03524




between



The Boeing Company



and



Air Lease Corporation



     This Purchase Agreement No. PA-03524 between The Boeing Company, a Delaware corporation,
(Boeing) and Air Lease Corporation, a Delaware corporation, (Customer) relating to the purchase and
sale of Model 737-800 aircraft together with all tables, exhibits, supplemental exhibits, letter
agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and
conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated
as of September 30, 2010 between the parties, identified as LSQ-AGTA (AGTA).



1. Quantity, Model and Description.




     The aircraft to be delivered to Customer will be designated as Model 737-800 aircraft
(Aircraft). Boeing will manufacture and sell to Customer Aircraft conforming to the configuration
described in Exhibit A in the quantities listed in Table 1 to the Purchase Agreement.



2. Delivery Schedule.




     The scheduled months of delivery of the Aircraft are listed in the attached Table 1. Exhibit B
describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery
of the Aircraft.



3. Price.




     3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in Table 1 and is subject
to escalation in accordance with the terms of this Purchase Agreement.



     3.2 Advance Payment Base Prices. The Advance Payment Base Prices listed in Table 1
were calculated utilizing the latest escalation factors available to Boeing on the date of this
Purchase Agreement projected to the month of scheduled delivery.



4. Payment.




     4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft
(Deposit).



					
	 
	 	BOEING PROPRIETARY
	 	 
	LSQ-PA-03524
	 	 	 	PA Page 3






 









 






     4.2 The standard advance payment schedule for the Model 737-800 aircraft requires Customer to make
certain advance payments, expressed in a percentage of the Advance Payment Base Price of each
Aircraft beginning with a payment [*], less the Deposit, on the effective date of
the Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are due as
specified in and on the first business day of the months listed in the attached Table 1.



     4.3 For any Aircraft whose scheduled month of delivery is less than twenty-four (24) months
from the date of this Purchase Agreement, the total amount of advance payments due for payment upon
signing of this Purchase Agreement will include all advance payments which are past due in
accordance with the standard advance payment schedule set forth in paragraph 4.2 above.



     4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at delivery.



5. Additional Terms.




     5.1 Aircraft Information Table. Table 1 consolidates information contained in Articles
1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii)
month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation
factors and (vi) Advance Payment Base Prices and advance payments and their schedules.



     5.2 Escalation Adjustment/Airframe and Optional Features. Supplemental Exhibit AE1
contains the applicable airframe and optional features escalation formula.



     5.3 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1 contains supplier
selection dates, on dock dates and other variables applicable to the Aircraft.



     5.4 Customer Support Variables. Information, training, services and other things
furnished by Boeing in support of introduction of the Aircraft into Customer’s fleet are described
in Supplemental Exhibit CS1.



     5.5 [*] Supplemental Exhibit EE1 describes the [*] and contains the engine warranty
and the engine patent indemnity for the Aircraft.



     5.6 Service Life Policy Component Variables. Supplemental Exhibit SLP1 lists the SLP
Components covered by the Service Life Policy for the Aircraft.



     5.7 Public Announcement. Boeing reserves the right to make a public announcement
regarding Customer’s purchase of the Aircraft upon approval of Boeing’s press release by Customer’s
public relations department or other authorized representative.





 




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





					
	 
	 	BOEING PROPRIETARY
	 	 
	LSQ-PA-03524
	 	 	 	PA Page 4






 









 






     5.8 Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the
provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C
of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER
DAMAGES, has been the subject of discussion and negotiation and is understood by the parties;
the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were
arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA,
contains the entire agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and may be changed only
in writing signed by authorized representatives of the parties.



ACCEPTED AND AGREED TO this




	 	 	 

	September 30, 2010
	 	 
	 
	 	 
	Date
	 	 
	 
	 	 
	THE BOEING COMPANY

	 	AIR LEASE CORPORATION
	 
	 	 
	/s/ Katherine B. Gunal

	 	/s/ Grant Levy
	 

	 	 
	Signature

	 	Signature
	 
	 	 
	Katherine B. Gunal

	 	Grant Levy
	 

	 	 
	Printed name

	 	Printed name
	 
	 	 
	Attorney-in-Fact

	 	Executive Vice President
	 

	 	 
	Title

	 	Title






					
	 
	 	BOEING PROPRIETARY
	 	 
	LSQ-PA-03524
	 	 	 	PA Page 5







 











 





Table 1 To

Purchase Agreement No. PA-03524

Aircraft Delivery, Description, Price and Advance Payments




	 	 	 	 	 	 	 	 	 

	Airframe Model/MTOW:
	 	 	737-800	 	 	174200 pounds
	Engine Model/Thrust:
	 	CFM56-7B24	 	24000 pounds
	Airframe Price:
	 	 	 	 	 	 	[*]	 
	Optional Features:
	 	 	 	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 
	Sub-Total of Airframe and Features:
	 	 	 	 	 	 	[*]	 
	Engine Price (Per Aircraft):
	 	 	 	 	 	 	[*]	 
	Aircraft Basic Price (Excluding BFE/SPE):
	 	 	 	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:
	 	 	 	 	 	 	[*]	 
	Seller Purchased Equipment (SPE) Estimate:
	 	 	 	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 
	Deposit per Aircraft:
	 	 	 	 	 	 	[*]	 






	 	 	 	 	 	 	 	 	 
	Detail Specification:	 	D019A001-N (1/29/2010)	 	 	 	 
	Airframe Price Base Year/Escalation Formula:
	 	 	[*]	 	 	 	[*]	 
	Engine Price Base Year/Escalation Formula:
	 	 	[*]	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 
	Airframe Escalation Data:
	 	 	 	 	 	 	 	 
	Base Year Index (ECI):
	 	 	[*]	 	 	 	 	 
	Base Year Index (CPI):
	 	 	[*]	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Escalation	 	 
	 	 	 	 	 	 	Manufacturer’s	 	Escalation	 	 	 	 	 	 	 	 	 	Estimate Adv	 	 
	Delivery	 	Aircraft	 	Serial	 	Factor	 	 	 	 	 	Configuration	 	Payment Base	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Date	 	No.	 	No.	 	(Airframe)	 	Lessee	 	Exhibit	 	Price Per A/P	 	[*]	 	[*]	 	[*]	 	[*]
	[*] 2012
	 	 	1	 	 	 	41299	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	2	 	 	 	41300	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	3	 	 	 	41301	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	4	 	 	 	41302	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	5	 	 	 	41303	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	6	 	 	 	41304	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	7	 	 	 	41305	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	8	 	 	 	41306	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	9	 	 	 	41307	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	10	 	 	 	41308	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	11	 	 	 	41309	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 








 




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





					
	 	 	 	 	 
	[*]
	 	Boeing Proprietary
	 	Page 1





LSQ-PA-03524
54340-1F.TXT

 









 





Table 1 To

Purchase Agreement No. PA-03524

Aircraft Delivery, Description, Price and Advance Payments




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Escalation	 	 
	 	 	 	 	 	 	Manufacturer’s	 	Escalation	 	 	 	 	 	 	 	 	 	Estimate Adv	 	 
	Delivery	 	Aircraft	 	Serial	 	Factor	 	 	 	 	 	Configuration	 	Payment Base	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Date	 	No.	 	No.	 	(Airframe)	 	Lessee	 	Exhibit	 	Price Per A/P	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	 	12	 	 	 	41310	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	13	 	 	 	41311	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	14	 	 	 	41312	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	15	 	 	 	41313	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	16	 	 	 	41314	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	17	 	 	 	41315	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	18	 	 	 	41316	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	19	 	 	 	41317	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	20	 	 	 	41318	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	21	 	 	 	41319	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	22	 	 	 	41320	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	23	 	 	 	41321	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	24	 	 	 	41322	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	25	 	 	 	41323	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	26	 	 	 	41324	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	27	 	 	 	41325	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	28	 	 	 	41326	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	29	 	 	 	41327	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	30	 	 	 	41328	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	31	 	 	 	41329	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	32	 	 	 	41330	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	33	 	 	 	41331	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	34	 	 	 	41332	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	35	 	 	 	41333	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	36	 	 	 	41334	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 








 




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





					
	 	 	 	 	 
	[*]
	 	Boeing Proprietary
	 	Page 2




LSQ-PA-03524
54340-1F.TXT


 









 





Table 1 To

Purchase Agreement No. PA-03524

Aircraft Delivery, Description, Price and Advance Payments




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Escalation	 	 
	 	 	 	 	 	 	Manufacturer’s	 	Escalation	 	 	 	 	 	 	 	 	 	Estimate Adv	 	 
	Delivery	 	Aircraft	 	Serial	 	Factor	 	 	 	 	 	Configuration	 	Payment Base	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Date	 	No.	 	No.	 	(Airframe)	 	Lessee	 	Exhibit	 	Price Per A/P	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	 	37	 	 	 	41335	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	38	 	 	 	41336	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	39	 	 	 	41337	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	40	 	 	 	41338	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	41	 	 	 	41339	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	42	 	 	 	41340	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	43	 	 	 	41341	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	44	 	 	 	41342	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	45	 	 	 	41343	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	46	 	 	 	41344	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	47	 	 	 	41345	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	48	 	 	 	41346	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	49	 	 	 	41347	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	50	 	 	 	41348	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	51	 	 	 	41349	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	52	 	 	 	41350	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	53	 	 	 	41351	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	54	 	 	 	41352	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	55	 	 	 	41353	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	56	 	 	 	41354	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	57	 	 	 	41355	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	58	 	 	 	41356	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*]
	 	 	59	 	 	 	41357	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*] 2017
	 	 	60	 	 	 	41358	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 








 




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





					
	 	 	 	 	 
	[*]
	 	Boeing Proprietary
	 	Page 3





LSQ-PA-03524
54340-1F.TXT

 









 






AIRCRAFT CONFIGURATION




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Exhibit A to Purchase Agreement Number PA-03524



 









 






Exhibit A




AIRCRAFT CONFIGURATION



Dated September 30, 2010



relating to



BOEING MODEL 737-800 AIRCRAFT


The content of Exhibit A will be defined pursuant to the provisions of letter agreement
LSQ-PA-03524-LA-1001400, “Open Configuration Matters”, to the Purchase Agreement.




					
	 	 	 	 	 
	LSQ-PA-03524-EXA
	 	 
	 	EXA Page 2
	 
	 	BOEING PROPRIETARY
	 	 






 









 








AIRCRAFT DELIVERY REQUIREMENTS AND

RESPONSIBILITIES




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Exhibit B to Purchase Agreement Number PA-03524



 










 






Exhibit B




AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES



relating to



BOEING MODEL 737-800 AIRCRAFT



     Both Boeing and Customer have certain documentation and approval responsibilities at various
times during the construction cycle of Customer’s Aircraft that are critical to making the delivery
of each Aircraft a positive experience for both parties. This Exhibit B documents those
responsibilities and indicates recommended completion deadlines for the actions to be accomplished.


1. GOVERNMENT DOCUMENTATION REQUIREMENTS.




     Certain actions are required to be taken by Customer in advance of the scheduled delivery
month of each Aircraft with respect to obtaining certain government issued documentation.



     1.1 Airworthiness and Registration Documents. Not later than six (6) months prior to delivery
of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side
of the Aircraft. In addition, and not later than three (3) months prior to delivery of each
Aircraft, Customer will, by letter to the regulatory authority having jurisdiction, authorize the
temporary use of such registration numbers by Boeing during the pre-delivery testing of the
Aircraft.



     Customer is responsible for furnishing any Temporary or Permanent Registration Certificates
required by any governmental authority having jurisdiction to be displayed aboard the Aircraft
after delivery.



     1.2 Certificate of Sanitary Construction.



          1.2.1 U.S. Registered Aircraft. Boeing will obtain from the United States Public Health
Service, a United States Certificate of Sanitary Construction to be displayed aboard each Aircraft
after delivery to Customer. The above Boeing obligation only applies to commercial
passenger-configured aircraft.




          1.2.2 Non-U.S. Registered Aircraft. If Customer requires a United States Certificate of
Sanitary Construction at the time of delivery of the Aircraft, Customer will give written notice
thereof to Boeing at least three (3) months prior to delivery. Boeing will then use commercially
reasonable efforts to obtain the Certificate from the United States Public Health Service and
present it to Customer at the time of Aircraft delivery. The above Boeing obligation only applies
to commercial passenger-configured aircraft.




					
	 	 	 	 	 
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	 	EXB Page 2
	 
	 	BOEING PROPRIETARY
	 	 






 









 






     1.3 Customs Documentation.



          1.3.1 Import Documentation. If the Aircraft is intended to be exported from the
United States, Customer must notify Boeing not later than three (3) months prior to delivery of
each Aircraft of any documentation required by the customs authorities or by any other agency of
the country of import.




          1.3.2 General Declaration — U.S. If the Aircraft is intended to be exported from the
United States, Boeing will prepare Customs Form 7507, General Declaration, for execution by U.S.
Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will
furnish to Boeing not later than twenty (20) days prior to delivery all information required by
U.S. Customs and Border Protection, including without limitation (i) a complete crew and passenger
list identifying the names, birth dates, passport numbers and passport expiration dates of all crew
and passengers and (ii) a complete ferry flight itinerary, including point of exit from the United
States for the Aircraft.




     If Customer intends, during the ferry flight of an Aircraft, to land at a U.S. airport after
clearing Customs at delivery, Customer must notify Boeing not later than twenty (20) days prior to
delivery of such intention. If Boeing receives such notification, Boeing will provide to Customer
the documents constituting a Customs permit to proceed, allowing such Aircraft to depart after any
such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be
furnished to Customer to cover U.S. stops scheduled for the ferry flight.



          1.3.3 Export Declaration — U.S. If the Aircraft is intended to be exported from the
United States following delivery, and (i) Customer is a non-U.S. customer, Boeing will file an
export declaration electronically with U.S. Customs and Border Protection (CBP), or (ii) Customer
is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to
file the export declaration with CBP.



2. Insurance Certificates.




     Unless provided earlier, Customer or Customer’s Lessee will provide to Boeing within thirty
(30) days, but not later than seven (7) days, prior to delivery of the first Aircraft, a copy of
the requisite annual insurance certificate in accordance with the requirements of Article 8 of the
AGTA.


3. NOTICE OF FLYAWAY CONFIGURATION.




     Not later than twenty (20) days prior to delivery of the Aircraft, Customer will provide to
Boeing a configuration letter stating the requested “flyaway configuration” of the Aircraft for its
ferry flight. This configuration letter should include:




	 	(i)	 	the name of the company which is to furnish
fuel for the ferry flight and any scheduled post-delivery
flight training (planned to be conducted during the ferry
flight), the method of payment for such fuel, and fuel load for
the ferry flight;





					
	 	 	 	 	 
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	 	 	BOEING PROPRIETARY
	 	 






 









 







	 	(ii)	 	the cargo to be loaded and where it is to be
stowed on board the Aircraft, the address where cargo is to be
shipped after flyaway and notification of any hazardous
materials requiring special handling;
	 
	 	(iii)	 	any BFE equipment to be removed prior to
flyaway and returned to Boeing BFE stores for installation on
Customer’s subsequent Aircraft;
	 
	 	(iv)	 	a complete list of names and citizenship of
each crew member and non-revenue passenger who will be aboard
the ferry flight; and
	 
	 	(v)	 	a complete ferry flight itinerary.




4. DELIVERY ACTIONS BY BOEING.




     4.1 Schedule of Inspections. All FAA, Boeing, Customer and, if required, U.S. Customs
Bureau inspections will be scheduled by Boeing for completion prior to delivery or departure of the
Aircraft. Customer will be informed of such schedules.



     4.2 Schedule of Demonstration Flights. All FAA and Customer demonstration flights
will be scheduled by Boeing for completion prior to delivery of the Aircraft.



     4.3 Schedule for Customer’s Flight Crew. Boeing will inform Customer of the date that
a flight crew is required for acceptance routines associated with delivery of the Aircraft.



     4.4 Fuel Provided by Boeing. Boeing will provide to Customer, without charge, the
amount of fuel shown in U.S. gallons in the table below for the model of Aircraft being delivered
and full capacity of engine oil at the time of delivery or prior to the ferry flight of the
Aircraft.



	 	 	 
	Aircraft Model	 	Fuel Provided
	737
	 	[*]
	747
	 	[*]
	757
	 	[*]
	767
	 	[*]
	777
	 	[*]
	787
	 	[*]






     4.5 Flight Crew and Passenger Consumables. Boeing will provide reasonable quantities
of food, coat hangers, towels, toilet tissue, drinking cups and soap for the first segment of the
ferry flight for the Aircraft.



     4.6 Delivery Papers, Documents and Data. Boeing will have available at the time of
delivery of the Aircraft certain delivery papers, documents and data for execution and delivery.
If title for the Aircraft will be transferred to Customer through a Boeing sales subsidiary and if
the Aircraft will be registered with the FAA, Boeing will





 




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





					
	 	 	 	 	 
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	 	 	BOEING PROPRIETARY
	 	 






 









 




pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of
the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title
to the Aircraft from Boeing’s sales subsidiary to Customer.




     4.7 Delegation of Authority. If specifically requested in advance by Customer, Boeing
will present a certified copy of a Resolution of Boeing’s Board of Directors, designating and
authorizing certain persons to act on its behalf in connection with delivery of the Aircraft.


5. DELIVERY ACTIONS BY CUSTOMER.




     5.1 Aircraft Radio Station License. At delivery Customer will provide its Aircraft
Radio Station License to be placed on board the Aircraft following delivery.



     5.2 Aircraft Flight Log. At delivery Customer will provide the Aircraft Flight Log
for the Aircraft.



     5.3 Delegation of Authority. Customer will present to Boeing at delivery of the
Aircraft an original or certified copy of Customer’s Delegation of Authority designating and
authorizing certain persons to act on its behalf in connection with delivery of the specified
Aircraft.



     5.4 TSA Waiver Approval. Should the Aircraft be exported, a TSA waiver approval is
required for the ferry flight, unless Customer has a TSA approved program. Customer is responsible
for submittal of TSA waiver to the TSA and following up with the TSA for the approval. A copy of
the TSA waiver approval is to be provided by Customer to Boeing upon arrival of Customer’s
acceptance team at the Boeing delivery center.



     5.5 Electronic Advance Passenger Information System. Should the ferry flight of an
Aircraft leave the United States, the Department of Homeland Security office requires Customer to
comply with the Electronic Advance Passenger Information System (eAPIS). Customer needs to
establish their own account with US Customs and Border Protection in order to file for departure.
A copy of the eAPIS forms is to be provided by Customer to Boeing upon arrival of Customer’s
acceptance team at the Boeing delivery center.



					
	 	 	 	 	 
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ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Supplemental Exhibit AE1

to Purchase Agreement Number PA-03524



 









 





ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES




relating to



BOEING MODEL 737-800 AIRCRAFT


1. Formula.



Airframe and Optional Features price adjustments (Airframe Price Adjustment) are used to allow
prices to be stated in current year dollars at the signing of this Purchase Agreement and to adjust
the amount to be paid by Customer at delivery for the effects of economic fluctuation. The
Airframe Price Adjustment will be determined at the time of Aircraft delivery in accordance with
the following formula:




          Pa = [*]



Where:



Pa = [*]



P = [*]




          L = [*]



Where:



ECIb is the base year airframe escalation index (as set forth in Table 1 of this
Purchase Agreement);



ECI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics,
Employment Cost Index for NAICS Manufacturing — Total Compensation (BLS Series ID
CIU2013000000000I), calculated by establishing a three (3) month arithmetic average value
(expressed as a decimal and rounded to the nearest tenth) using the values for the 11th,
12th, and 13th months prior to the month of scheduled delivery of the
applicable Aircraft. As the Employment Cost Index values are only released on a quarterly basis,
the value released for the first quarter will be used for the months of January, February, and
March; the value released for the second quarter will be used for the months of April, May, and
June; the value released for the third quarter will be used for the months of July, August, and
September; the value released for the fourth quarter will be used for the months of October,
November, and December.






 




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





					
	 	 	 	 	 
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	 	 	 	AE1 Page 2
	 	 	BOEING PROPRIETARY
	 	 






 









 






          M = [*]



Where:



CPIb is the base year airframe escalation index (as set forth in Table 1 of this
Purchase Agreement); and



CPI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Consumer
Price Index — All Urban Consumers (BLS Series ID CUUR0000SA0), calculated as a three (3) month
arithmetic average of the released monthly values (expressed as a decimal and rounded to the
nearest tenth) using the values for the 11th, 12th, and 13th
months prior to the month of scheduled delivery of the applicable Aircraft.



As an example, for an Aircraft scheduled to be delivered in the month of July, the months of June,
July, and August of the preceding year will be utilized in determining the value of ECI and CPI.



Note:





	 	(i)	 	In determining the values of L and M, all
calculations and resulting values will be expressed as a decimal
rounded to the nearest ten-thousandth.
	 
	 	(ii)	 	[*]
	 
	 	(iii)	 	[*]
	 
	 	(iv)	 	The [*] (base year indices) are the actual average
values reported by the U.S. Department of Labor, Bureau of Labor
Statistics. The actual average values are calculated as a three
(3) month arithmetic average of the released monthly values
(expressed as a decimal and rounded to the nearest tenth) using
the values for the 11th, 12th, and 13th months prior to the
airframe base year. The applicable base year and corresponding
denominator is provided by Boeing in Table 1 of this Purchase
Agreement.
	 
	 	(v)	 	The final value of Pa will be rounded to
the nearest dollar.
	 
	 	(vi)	 	The Airframe Price Adjustment will not be made if
it will result in a decrease in the Aircraft Basic Price.







 




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





					
	 	 	 	 	 
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	 	 	BOEING PROPRIETARY
	 	 






 









 





2. Values to be Utilized in the Event of Unavailability.




     2.1 If the Bureau of Labor Statistics substantially revises the methodology used for the
determination of the values to be used to determine the ECI and CPI values (in contrast to
benchmark adjustments or other corrections of previously released values), or for any reason has
not released values needed to determine the applicable Airframe Price Adjustment, the parties will,
prior to the delivery of any such Aircraft, select a substitute from other Bureau of Labor
Statistics data or similar data reported by non-governmental organizations. Such substitute will
result in the same adjustment, insofar as possible, as would have been calculated utilizing the
original values adjusted for fluctuation during the applicable time period. However, if within
twenty-four (24) months after delivery of the Aircraft, the Bureau of Labor Statistics should
resume releasing values for the months needed to determine the Airframe Price Adjustment, such
values will be used to determine any increase or decrease in the Airframe Price Adjustment for the
Aircraft from that determined at the time of delivery of the Aircraft.



     2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft
the Bureau of Labor Statistics changes the base year for determination of the ECI and CPI values as
defined above, such re-based values will be incorporated in the Airframe Price Adjustment
calculation.



     2.3 In the event escalation provisions are made non-enforceable or otherwise rendered void by
any agency of the United States Government, the parties agree, to the extent they may lawfully do
so, to equitably adjust the Aircraft Price of any affected Aircraft to reflect an allowance for
increases or decreases consistent with the applicable provisions of paragraph 1 of this
Supplemental Exhibit AE1 in labor compensation and material costs occurring since August of the
year prior to the price base year shown in the Purchase Agreement.



     2.4 If within twelve (12) months of Aircraft delivery, the published index values are revised
due to an acknowledged error by the Bureau of Labor Statistics, the Airframe Price Adjustment will
be re-calculated using the revised index values (this does not include those values noted as
preliminary by the Bureau of Labor Statistics). A credit memorandum or supplemental invoice will
be issued for the Airframe Price Adjustment difference. [*]


Note:





	 	(i)	 	The values released by the Bureau of Labor
Statistics and available to Boeing thirty (30) days prior to the
first day of the scheduled delivery month of an Aircraft will be
used to determine the ECI and CPI values for the applicable
months (including those noted as preliminary by the Bureau of
Labor Statistics) to calculate the Airframe Price Adjustment for
the Aircraft invoice at the







 




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





					
	 	 	 	 	 
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	 	 	 	AE1 Page 4
	 	 	BOEING PROPRIETARY
	 	 






 









 







	 	 	 	time of delivery. The values will be considered final and no
Airframe Price Adjustments will be made after Aircraft
delivery for any subsequent changes in published Index values,
subject always to paragraph 2.4 above.
	 
	 	(ii)	 	The maximum number of digits to the right of the
decimal after rounding utilized in any part of the Airframe Price
Adjustment equation will be four (4), where rounding of the
fourth digit will be increased to the next highest digit when the
5th digit is equal to five (5) or greater.





					
	 	 	 	 	 
	LSQ-PA-03524-AE1
	 	 	 	AE1 Page 5
	 	 	BOEING PROPRIETARY
	 	 







 












 






BUYER FURNISHED EQUIPMENT VARIABLES




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Supplemental Exhibit BFE1

to Purchase Agreement Number PA-03524



 









 





BUYER FURNISHED EQUIPMENT VARIABLES




relating to



BOEING MODEL 737-800 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 part numbers of the following BFE items by the
following dates:



	 	 	 	 	 

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




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



2. On-dock Dates and Other Information.




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





 




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





					
	 	 	 	 	 
	LSQ-PA-03524-BFE1
	 	 	 	BFE1 Page 2
	 	 	BOEING PROPRIETARY
	 	 






 









 





3. Additional Delivery Requirements.




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


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




					
	 	 	 	 	 
	LSQ-PA-03524-BFE1
	 	 	 	BFE1 Page 3
	 	 	BOEING PROPRIETARY
	 	 






 









 






Attachment to PA-03524

Supplemental Exhibit BFE1

Page 1




Preliminary BFE On-dock Schedule

Purchase Agreement PA-03524




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








 




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





					
	 	 	 	 	 
	LSQ-PA-03524-BFE1
	 	 	 	 
	 	 	BOEING PROPRIETARY
	 	 






 









 






Attachment to PA-03524

Supplemental Exhibit BFE1

Page 2




Preliminary BFE On-dock Schedule

Purchase Agreement PA-03524




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








 




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





					
	 	 	 	 	 
	LSQ-PA-03524-BFE1
	 	 	 	 
	 	 	BOEING PROPRIETARY
	 	 






 









 






Attachment to PA-03524

Supplemental Exhibit BFE1

Page 3




Preliminary BFE On-dock Schedule

Purchase Agreement PA-03524




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Scheduled	 	 	 	 	 	 	 	 	 	Antennas &	 	 	 	 	 	Cabin	 	Miscellaneous/	 	 	 	 	 	 	 	 
	Month of	 	 	 	 	 	Galleys /	 	Mounting	 	 	 	 	 	Systems	 	Emergency	 	Textiles /	 	Cargo	 	Provision	 	 
	Delivery:	 	Seats	 	Furnishings	 	Equipment	 	Avionics	 	Equipment	 	Equipment	 	Raw Material	 	Systems	 	Kits	 	Radomes
	[*]
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
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	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	[*] 2017
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 






[*]






 




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





					
	 	 	 	 	 
	LSQ-PA-03524-BFE1
	 	 	 	 
	 	 	BOEING PROPRIETARY
	 	 







 











 






CUSTOMER SUPPORT VARIABLES




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Supplemental Exhibit CS1-1

to Purchase Agreement Number PA-03524



 









 





CUSTOMER SUPPORT VARIABLES




relating to



BOEING MODEL 737-800 AIRCRAFT



     Customer and Boeing will conduct planning conferences approximately twelve (12) months prior
to delivery of the first Aircraft, or as mutually agreed, in order to develop and schedule a
customized Customer Support Program to be furnished by Boeing in support of the Aircraft.



     The customized Customer Services Program will be based upon and equivalent to the entitlements
summarized below.


1. Maintenance Training.




     1.1 Airplane General Familiarization Course; two (2) classes of twenty-four (24) students;



     1.2 Mechanical/Electrical Systems Course (Instructor); one (1)class of fifteen (15) students;



     1.3 Avionics Systems Course (Instructor); one (1) class of fifteen (15) students;



     1.4 Mechanical/Electrical Systems Course (Line and Base); two (2) classes of fifteen (15)
students;



     1.5 Avionics Systems Course (Line and Base); one (1) class of fifteen (15) students;



     1.6 Engine Run-Up Course; two (2) classes of three (3) students;



     1.7 Corrosion Prevention & Control Course; one (1) class of ten (10) students;



     1.8 Aircraft Rigging Course; one (1) class of six (6) students;



     1.9 Composite Repair for Technicians, one (1) class of eight (8) students;



     1.10 Digital Data Familiarization Course; one (1) class of fifteen (15) students;



     1.11 Cabin Management System (CMS) Configuration Database Generator (CDG) Familiarization
Course; one (1) class of six (6) students;



     1.12 Training materials will be provided to each student. In addition, one set of training
materials as used in Boeing’s training program, including visual aids, Computer Based Training
Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be provided for
use in Customer’s own training program.


2. Flight Training.




     2.1 Transition training for six (6) flight crews (12 pilots) in two (2) classes (1 Aircraft);
OR Transition training for eight (8) flight crews (16 pilots) in two (2) classes (>2
Aircraft).



					
	 	 	 	 	 
	LSQ-PA-03524-CS1-1
	 	 	 	CS1-1 Page 2
	 	 	BOEING PROPRIETARY
	 	 






 









 





The training will consist of ground school (utilizing computer based training), fixed base
simulator, full flight simulator and actual aircraft training on Customer’s Aircraft.




     2.2 Flight Dispatcher training; one (1) class of six (6) students (1 Aircraft); OR Flight
Dispatcher training; two (2) classes of six (6) students (>2 Aircraft);



     2.3 Flight Attendant training; one (1) class of twelve (12) students (1 Aircraft); OR Flight
Attendant training; two (2) classes of twelve (12) students (>2 Aircraft);



     2.4 Performance Engineer training in Boeing’s regularly scheduled courses; schedules are
published twice yearly.



     2.5 Training materials will be provided to each student. In addition, one set of training
materials as used in Boeing’s training program, including visual aids, Computer Based Training
Courseware, instrument panel wall charts, text/graphics, video programs, Flight Attendant Manuals,
etc. will be provided for use in Customer’s own training program.



     2.6 Additional Flight Operations Services:




	 	(i)	 	Boeing flight crew personnel to assist in
ferrying the first aircraft to Customer’s main base;
	 
	 	(ii)	 	Instructor pilots for sixty (60) calendar days
for revenue service training assistance (1 Aircraft); OR
Instructor pilots for ninety (90) calendar days for revenue
service training assistance (>2 Aircraft).
	 
	 	(iii)	 	An instructor pilot to visit Customer six (6)
months after revenue service training to review Customer’s
flight crew operations for a two (2) week period.




3. Planning Assistance.




     3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA
seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:



          3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide one (1)
on-site visit to Customer’s main base to assist with maintenance program development and to provide
consulting related to maintenance planning. Consultation with Customer will be based on ground
rules and requirements information provided in advance by Customer.




          3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide one (1)
on site visit to Customer’s main base to assist with the development of their ETOPS maintenance
program and to provide consultation related to ETOPS maintenance planning. Consultation with
Customer will be based on ground rules and requirements information provided in advance by
Customer.




          3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide one (1) on-site
visit to Customer’s main base to provide consulting and data for ground support equipment,
maintenance tooling and requirements for maintenance shops.




					
	 	 	 	 	 
	LSQ-PA-03524-CS1-1
	 	 	 	CS1-1 Page 3
	 	 	BOEING PROPRIETARY
	 	 






 









 





Consultation with Customer will be based on ground rules and requirements information provided
in advance by Customer.




          3.1.4 Maintenance Engineering Evaluation. Upon request, Boeing will provide one (1)
on-site visit to Customer’s main base to evaluate Customer’s maintenance and engineering
organization for conformance with industry best practices. The result of which will be documented
by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a
copy of the maintenance engineering evaluation presentation. Consultation with Customer will be
based on ground rules and requirements information provided in advance by Customer.





	 	3.2	 	Spares.






	 	(i)	 	Recommended Spares Parts List (RSPL).
A customized RSPL, data and documents will be provided to
identify spare parts required for Customer’s support program.
	 
	 	(ii)	 	Illustrated Parts Catalog (IPC). A
customized IPC in accordance with ATA 100 will be provided.
	 
	 	(iii)	 	Provisioning Training. Provisioning
training will be provided for Customer’s personnel at Boeing’s
facilities, where documentation and technical expertise are
available. Training is focused on the initial provisioning
process and calculations reflected in the Boeing RSPL.
	 
	 	(iv)	 	Spares Provisioning Conference. A
provisioning conference will be conducted, normally at Boeing’s
facilities where technical data and personnel are available.






	4.	 	Technical Data and Documents.






	 	4.1	 	Flight Operations.




Airplane Flight Manual

Operations Manual

Quick Reference Handbook

Weight and Balance Manual Chapter 1

Dispatch Deviation Procedures Guide

Flight Crew Training Manual

Performance Engineer’s Manual

Jet Transport Performance Methods

FMC Supplemental Data Document

Operational Performance Software

ETOPS Guide Vol. III

Flight Planning and Performance Manual

Flight Attendant Manual




					
	 	 	 	 	 
	LSQ-PA-03524-CS1-1
	 	 	 	CS1-1 Page 4
	 	 	BOEING PROPRIETARY
	 	 






 









 







	 	4.2	 	Maintenance.




Maintenance Manual

Wiring Diagram Manual

Systems Schematics Manual

Fuel Measuring Stick Manual

Structural Repair Manual

Component Maintenance Manual

Standard Overhaul Practices Manual

Standard Wiring Practices Manual

Non-Destructive Test Manual

Service Bulletins and Index

Fault Isolation Manual

Fault Reporting Manual

Power Plant Buildup Manual (except Rolls Royce)

All Operators Letters

Service Letters

Structural Item Interim Advisory

Combined Index

Maintenance Tips

Production Management Data Base





	 	4.3	 	Maintenance Planning.




Maintenance Planning Data Document

Maintenance Task Cards and Index

Maintenance Inspection Intervals Report

ETOPS Guide Vol. II

Configuration Maintenance and Procedures for Extended Range Operations





	 	4.4	 	Spares.




Illustrated Parts Catalog

Standards Books





	 	4.5	 	Facilities and Equipment Planning.




Facilities and Equipment Planning Document

Special Tool & Ground Handling Equipment Drawings & Index

Supplementary Tooling Documentation

Illustrated Tool and Equipment List/Manual

Aircraft Recovery Document

Airplane Characteristics for Airport Planning Document

Airplane Rescue and Fire Fighting Document

Engine Handling Document

ETOPS Guide Vol. I





	 	4.6	 	Supplier Technical Data.




Service Bulletins

Ground Support Equipment Data




					
	 	 	 	 	 
	LSQ-PA-03524-CS1-1
	 	 	 	CS1-1 Page 5
	 	 	BOEING PROPRIETARY
	 	 






 









 





Publications Index

Product Support Supplier Directory

Spare Parts Pricing Catalog

Assembly Drawings — Supplier

Supplier Product Support and Assurance Agreement Vol. I & II




					
	 	 	 	 	 
	LSQ-PA-03524-CS1-1
	 	 	 	CS1-1 Page 6
	 	 	BOEING PROPRIETARY
	 	 







 











 






CUSTOMER SUPPORT VARIABLES




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Supplemental Exhibit CS1-2

to Purchase Agreement Number PA-03524



 









 





CUSTOMER SUPPORT VARIABLES




relating to



BOEING MODEL 737-800 AIRCRAFT



     Customer and Boeing will conduct planning conferences approximately twelve (12) months prior
to delivery of the first Aircraft, or as mutually agreed, in order to develop and schedule a
customized Customer Support Program to be furnished by Boeing in support of the Aircraft.



     The customized Customer Services Program will be based upon and equivalent to the entitlements
summarized below.


1. Maintenance Training.




     1.1 Mechanical/Power Plant Course; one (1) class of fifteen (15) students;



     1.2 Electrical Systems Course; one (1) class of fifteen (15) students;



     1.3 Avionics Systems Course; one (1) class of fifteen (15) students;



     1.4 Aircraft Rigging Course; one (1) class of six (6) students;



     1.5 Advanced Composite Repair Course; one (1) class of eight (8) students.



     1.6 Training materials will be provided to each student. In addition, one set of training
materials as used in Boeing’s training program, including visual aids, Computer Based Training
Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be provided for
use in Customer’s own training program.


2. Flight Training.




     2.1 Boeing will provide one classroom course to acquaint up to eight (8) students (four flight
crews) with operational, systems and performance differences between Customer’s newly-purchased
Aircraft and an aircraft of the same model currently operated by Customer.



     2.2 Training materials will be provided to each student. In addition, one set of training
materials as used in Boeing’s training program, including Computer Based Training Courseware,
instrument panel wall charts, Flight Attendant Manuals, etc. will be provided for use in Customer’s
own training program.


3. Planning Assistance.




     3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA
seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:



          3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide one (1)
on-site visit to Customer’s main base to assist with maintenance program development and to provide
consulting related to maintenance planning. Consultation with Customer will be based on ground
rules and requirements information provided in advance by Customer.




					
	 	 	 	 	 
	LSQ-PA-03524-CS1-2
	 	 	 	CS1-2 Page 2
	 	 	BOEING PROPRIETARY
	 	 






 









 






          3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide one
(1) on site visit to Customer’s main base to assist with the development of their ETOPS maintenance
program and to provide consultation related to ETOPS maintenance planning. Consultation with
Customer will be based on ground rules and requirements information provided in advance by the
Customer.




          3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide consulting and
data for ground support equipment, maintenance tooling and requirements for maintenance shops.
Consultation with Customer will be based on ground rules and requirements information provided in
advance by Customer.




          3.1.4 Maintenance Engineering Evaluation. Upon request, Boeing will provide one (1)
on-site visit to Customer’s main base to evaluate Customer’s maintenance and engineering
organization for conformance with industry best practices. The result of which will be documented
by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a
copy of the maintenance engineering evaluation presentation. Consultation with Customer will be
based on ground rules and requirements information provided in advance by Customer.





	 	3.2	 	Spares.






	 	(i)	 	Recommended Spares Parts List (RSPL).
A customized RSPL, data and documents will be provided to
identify spare parts required for Customer’s support program.
	 
	 	(ii)	 	Illustrated Parts Catalog (IPC). A
customized IPC in accordance with ATA 100 will be provided.
	 
	 	(iii)	 	Provisioning Training. Provisioning
training will be provided for Customer’s personnel at Boeing’s
facilities, where documentation and technical expertise are
available. Training is focused on the initial provisioning
process and calculations reflected in the Boeing RSPL.
	 
	 	(iv)	 	Spares Provisioning Conference. A
provisioning conference will be conducted, normally at Boeing’s
facilities where technical data and personnel are available.






	4.	 	Technical Data and Documents.





     The following will be provided in mutually agreed formats and quantities:




	 	4.1	 	Flight Operations.




Airplane Flight Manual

Operations Manual

Quick Reference Handbook

Weight and Balance Manual Chapter 1

Dispatch Deviation Procedures Guide

Flight Crew Training Manual




					
	 	 	 	 	 
	LSQ-PA-03524-CS1-2
	 	 	 	CS1-2 Page 3
	 	 	BOEING PROPRIETARY
	 	 






 









 





Performance Engineer’s Manual

FMC Supplemental Data Document

Operational Performance Software

ETOPS Guide Vol. III





	 	4.2	 	Maintenance.




Aircraft Maintenance Manual

Wiring Diagram Manual

Systems Schematics Manual

Fault Isolation Manual

Fault Reporting Manual

Structural Repair Manual

Overhaul/Component Maintenance Manual

Standard Overhaul Practices Manual

Standard Wiring Practices Manual

Non-Destructive Test Manual

Service Bulletins and Index

Fuel Measuring Stick Calibration Document

Power Plant Buildup Manual

Combined Index

All Operators Letters

Structural Item Interim Advisory and Index

Service Letters and Index

Maintenance Tips





	 	4.3	 	Maintenance Planning.




Maintenance Planning Data Document

Maintenance Task Cards and Index

Maintenance Inspection Intervals Report





	 	4.4	 	Spares.




Illustrated Parts Catalog

Standards Books





	 	4.5	 	Facilities and Equipment Planning.




Facilities and Equipment Planning Document

Special Tool & Ground Handling Equipment Drawings & Index

Supplementary Tooling Documentation

Illustrated Tool and Equipment Manual

Aircraft Recovery Document

Airplane Characteristics for Airport Planning Document

Aircraft Rescue and Firefighting Document

Engine Handling Document

Configuration, Maintenance and Procedures for ETOPS

ETOPS Guide Vols. I & II




					
	 	 	 	 	 
	LSQ-PA-03524-CS1-2
	 	 	 	CS1-2 Page 4
	 	 	BOEING PROPRIETARY
	 	 






 









 







	 	4.6	 	Supplier Technical Data.




Service Bulletins

Ground Support Equipment Data

Publications Index

Product Support Supplier Directory

Supplier Parts Pricing Catalog

Assembly Drawings — Supplier

Supplier Product Support and Assurance Agreements Vol. I & II




					
	 	 	 	 	 
	LSQ-PA-03524-CS1-2
	 	 	 	CS1-2 Page 5
	 	 	BOEING PROPRIETARY
	 	 







 











 






CUSTOMER SUPPORT VARIABLES




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Supplemental Exhibit CS1-3

to Purchase Agreement Number PA-03524



 









 





CUSTOMER SUPPORT VARIABLES




relating to



BOEING MODEL 737-800 AIRCRAFT



     Customer currently operates an aircraft of the same model as the Aircraft. Upon Customer’s
request, Boeing will develop and schedule a customized Customer Support Program to be furnished in
support of the Aircraft. The customized program will be based upon and equivalent to the
entitlements summarized below.


1. Maintenance Training.




     1.1 Maintenance Training Minor Model Differences Course, if required, covering operational,
structural or systems differences between Customer’s newly-purchased Aircraft and an aircraft of
the same model currently operated by Customer; one (1) class of fifteen (15) students;



     1.2 Training materials, if applicable, will be provided to each student. In addition, one set
of training materials as used in Boeing’s training program, including visual aids, text and
graphics will be provided for use in Customer’s own training program.


2. Flight Training.




     Boeing will provide, if required, one classroom course to acquaint up to fifteen (15) students
with operational, systems and performance differences between Customer’s newly-purchased Aircraft
and an aircraft of the same model currently operated by Customer.



     Any training materials used in Flight Training, if required, will be provided for use in
Customer’s own training program.


3. Planning Assistance.




     3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA
seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:



          3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide assistance
in identifying the impact to Customers maintenance program resulting from minor model differences
between the Aircraft and an aircraft of the same model currently operated by the Customer.




          3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide
assistance in identifying the impact to Customer’s ETOPS maintenance program resulting from minor
model differences between the Aircraft and an aircraft of the same model currently operated by the
Customer.




          3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide assistance to
Customer in identifying the impact to Customer’s maintenance tools and




					
	 	 	 	 	 
	LSQ-PA-03524-CS1-3
	 	 	 	CS1-3 Page 2
	 	 	BOEING PROPRIETARY
	 	 






 









 





ground support equipment resulting from the minor model differences between the Aircraft and
an aircraft of the same model currently operated by Customer.




     3.2 Spares. Boeing will revise, as applicable, the customized Recommended Spares
Parts List (RSPL) and Illustrated Parts Catalog (IPC).


4. Technical Data and Documents.




     Boeing will revise, as applicable, technical data and documents provided with previously
delivered aircraft.



					
	 	 	 	 	 
	LSQ-PA-03524-CS1-3
	 	 	 	CS1-3 Page 3
	 	 	BOEING PROPRIETARY
	 	 







 












 







[*],

ENGINE WARRANTY AND PATENT INDEMNITY




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Supplemental Exhibit EE1

to Purchase Agreement Number PA-03524





 




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




 









 










[*]

ENGINE WARRANTY AND PATENT INDEMNITY




relating to



BOEING MODEL 737-800 AIRCRAFT


1. [*]



2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.




     Boeing has obtained from CFM International, Inc. (or CFM International, S.A., as the case may
be) (CFM) the right to extend to Customer the provisions of CFM’s warranty as set forth below
(herein referred to as Warranty); subject, however, to Customer’s acceptance of the conditions set
forth herein. Accordingly, Boeing hereby extends to Customer and Customer hereby accepts the
provisions of CFM’s Warranty as hereinafter set forth, and such Warranty shall apply to all CFM56-7
type Engines (including all Modules and Parts thereof) installed in the Aircraft at the time of
delivery or purchased from Boeing by Customer for support of the Aircraft except that, if Customer
and CFM have executed, or hereafter execute, a General Terms Agreement, then the terms of that
Agreement shall be substituted for and supersede the provisions of paragraphs 2.1 through 2.10
below and paragraphs 2.1 through 2.10 below shall be of no force or effect and neither Boeing nor
CFM shall have any obligation arising therefrom. In consideration for Boeing’s extension of the
CFM Warranty to Customer, Customer hereby releases and discharges Boeing from any and all claims,
obligations and liabilities whatsoever arising out of the purchase or use of such CFM56-7 type
Engines and Customer hereby waives, releases and renounces all its rights in all such claims,
obligations and liabilities. In addition, Customer hereby releases and discharges CFM from any and
all claims, obligations and liabilities whatsoever arising out of the purchase or use of such
CFM56-7 type Engines except as otherwise expressly assumed by CFM in such CFM Warranty or General
Terms Agreement between Customer and CFM and Customer hereby waives, releases and renounces all its
rights in all such claims, obligations and liabilities.



     2.1 Title. CFM warrants that at the date of delivery, CFM has legal title to
and good and lawful right to sell its CFM56-7 type Engine and Products and furthermore warrants
that such title is free and clear of all claims, liens and encumbrances of any nature whatsoever.



     2.2 Patents.



          2.2.1 CFM shall handle all claims and defend any suit or proceeding brought against
Customer insofar as based on a claim that any product or part furnished under this Agreement
constitutes an infringement of any patent of the United States,






 




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





					
	 	 	 	 	 
	LSQ-PA-03524-EE1
	 	 	 	EE1 Page 2
	 	 	BOEING PROPRIETARY
	 	 






 









 





and shall pay all damages and costs
awarded therein against Customer. This paragraph shall not apply to any product or any part
manufactured to Customer’s design or to the aircraft manufacturer’s design. As to such product or
part, CFM assumes no liability for patent infringement.




          2.2.2 CFM’s liability hereunder is conditioned upon Customer promptly notifying CFM
in writing and giving CFM authority, information and assistance (at CFM’s expense) for the defense
of any suit. In case said equipment or part is held in such suit to constitute infringement and
the use of said equipment or part is enjoined, CFM shall expeditiously, at its own expense and at
its option, either (i) procure for Customer the rights to continue using said product or part; (ii)
replace the same with a satisfactory and noninfringing product or part; or (iii) modify the same so
it becomes satisfactory and noninfringing. The foregoing shall constitute the sole remedy of
Customer and the sole liability of CFM for patent infringement.




          2.2.3 The above provisions also apply to products which are the same as those covered
by this Agreement and are delivered to Customer as part of the installed equipment on CFM56-7
powered Aircraft.




     2.3 Initial Warranty. CFM warrants that CFM56-7 Engine products will conform
to CFM’s applicable specifications and will be free from defects in material and workmanship prior
to Customer’s initial use of such products.



     2.4 Warranty Pass-On.



          2.4.1 If requested by Customer and agreed to by CFM in writing, CFM will extend
warranty support for Engines sold by Customer to commercial airline operators, or to other aircraft
operators, owners or lessors. Such warranty support will be limited to the New Engine Warranty,
New Parts Warranty, Ultimate Life Warranty and Campaign Change Warranty and will require such
operator(s) to agree in writing to be bound by and comply with all the terms and conditions,
including the limitations, applicable to such warranties.




          2.4.2 Any warranties set forth herein shall not be transferable to a third party,
merging company or an acquiring entity of Customer, except as allowed under the conditions for
assignment set forth in Letter Agreement LA-1001394 entitled, “Assignment of Customer’s Interest to
a Subsidiary or Affiliate.”




          2.4.3 In the event Customer is merged with, or acquired by, another aircraft operator
which has a general terms agreement with CFM, the Warranties as set forth herein shall apply to the
Engines, Modules, and Parts.




     2.5 New Engine Warranty.



          2.5.1 CFM warrants each new Engine and Module against Failure for the initial 3000 Flight Hours as follows:





	 	(i)	 	Parts Credit Allowance will be granted for any Failed
Parts.
	 
	 	(ii)	 	Labor Allowance for disassembly, reassembly, test and
Parts repair of any new Engine Part will be granted for
replacement of Failed Parts.





					
	 	 	 	 	 
	LSQ-PA-03524-EE1
	 	 	 	EE1 Page 3
	 	 	BOEING PROPRIETARY
	 	 






 









 







	 	(iii)	 	Such Parts Credit Allowance, test and Labor Allowance
will be: One hundred percent (100%) from new to two thousand
five hundred (2,500) Flight Hours and decreasing pro rata from
one hundred percent (100%) at two thousand five hundred (2,500)
Flight Hours to zero percent (0%) at three thousand (3,000)
Flight Hours.





         2.5.2 As an alternative to the above allowances, CFM shall, upon request of Customer:





	 	(i)	 	Arrange to have the failed Engines and Modules
repaired, as appropriate, at a facility designated by CFM at no
charge to Customer for the first two thousand five hundred
(2,500) Flight Hours and at a charge to Customer increasing pro
rata from zero percent (0%) of CFM’s repair cost at two
thousand five hundred (2,500) Flight Hours to one hundred
percent (100%) of such CFM repair costs at three thousand
(3,000) Flight Hours.
	 
	 	(ii)	 	Transportation to and from the designated facility
shall be at Customer’s expense.





     2.6 New Parts Warranty. In addition to the warranty granted for new Engines
and new Modules, CFM warrants Engine and Module Parts as follows:



          2.6.1 During the first one thousand (1,000) Flight Hours for such Parts and
Expendable Parts, CFM will grant one hundred percent (100%) Parts Credit Allowance or Labor
Allowance for repair labor for failed Parts.




          2.6.2 CFM will grant a pro rata Parts Credit Allowance for Scrapped Parts decreasing
from one hundred percent (100%) at one thousand (1,000) Flight Hours Part Time to zero percent (0%)
at the applicable hours designated in Table 1.




     2.7 Ultimate Life Warranty.



          2.7.1 CFM warrants Ultimate Life limits on the following Parts:




          (i) Fan and Compressor Disks/Drums




          (ii) Fan and Compressor Shafts




          (iii) Compressor Discharge Pressure Seal (CDP)




          (iv) Turbine Disks




          (v) HPT Forward and Stub Shaft




          (vi) LPT Driving Cone




          (vii) LPT Shaft and Stub Shaft




          2.7.2 CFM will grant a pro rata Parts Credit Allowance decreasing from one hundred
percent (100%) when new to zero percent at twenty-five thousand (25,000) Flight Hours or fifteen
thousand (15,000) Flight Cycles, whichever




					
	 	 	 	 	 
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comes earlier. Credit will be granted only when such
Parts are permanently removed from service by a CFM or a U.S. and/or French Government imposed
Ultimate Life limitation of less than twenty-five thousand (25,000) Flight Hours or fifteen
thousand (15,000) Flight Cycles.




     2.8 Campaign Change Warranty.



          2.8.1 A campaign change will be declared by CFM when a new Part design introduction,
Part modification, Part Inspection, or premature replacement of an Engine or Module is required by
a mandatory time compliance CFM Service Bulletin or FAA Airworthiness Directive. Campaign change
may also be declared for CFM Service Bulletins requesting new Part introduction no later than the
next Engine or Module shop visit. CFM will grant the following Parts Credit Allowances:



Engines and Modules





	 	(i)	 	One hundred percent (100%) for Parts in inventory or
removed from service when new or with two thousand five hundred
(2,500) Flight Hours or less total Part Time.
	 
	 	(ii)	 	Fifty percent (50%) for Parts in inventory or removed
from service with over two thousand five hundred (2,500) Flight
Hours since new, regardless of warranty status.





          2.8.2 Labor Allowance — CFM will grant one hundred percent (100%) Labor Allowance for
disassembly, reassembly, modification, testing, or Inspection of CFM supplied Engines, Modules, or
Parts therefore when such action is required to comply with a mandatory time compliance CFM Service
Bulletin or FAA Airworthiness Directive. A Labor Allowance will be granted by CFM for other CFM
issued Service Bulletins if so specified in such Service Bulletins.




          2.8.3 Life Controlled Rotating Parts retired by Ultimate Life limits including FAA
and/or EASA Airworthiness Directive, are excluded from Campaign Change Warranty.




     2.9 Limitations. THE PROVISIONS SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN
LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF
FITNESS OR MERCHANTABILITY. SAID PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF CFM WITH RESPECT TO
CLAIMS OF ANY KIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE OR
HANDLING OF THE PRODUCTS OR PARTS THEREOF OR THEREFORE, AND IN NO EVENT SHALL CFM’S LIABILITY TO
CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO CUSTOMER’S CLAIM OR INCLUDE
INCIDENTAL OR CONSEQUENTIAL DAMAGES.



     2.10 Indemnity and Contribution.



          2.10.1 IN THE EVENT CUSTOMER ASSERTS A CLAIM AGAINST A THIRD PARTY FOR DAMAGES OF THE
TYPE LIMITED OR EXCLUDED IN




					
	 	 	 	 	 
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LIMITATIONS, PARAGRAPH 2.9. ABOVE, CUSTOMER SHALL INDEMNIFY AND HOLD
CFM HARMLESS FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION OR
INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) INCIDENT THERETO OR INCIDENT TO
ESTABLISHING SUCCESSFULLY THE RIGHT TO INDEMNIFICATION UNDER THIS PROVISION. THIS INDEMNITY SHALL
APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF
CFM, WHETHER ACTIVE, PASSIVE OR IMPUTED.




          2.10.2 CUSTOMER SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM ANY DAMAGE, LOSS, CLAIM,
AND LIABILITY OF ANY KIND (INCLUDING EXPENSES OF LITIGATION AND ATTORNEYS’ FEES) FOR PHYSICAL
INJURY TO OR DEATH OF ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED
DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO THE EXTENT THAT THE
PAYMENTS MADE OR REQUIRED TO BE MADE BY CFM EXCEED ITS ALLOCATED SHARE OF THE TOTAL FAULT OR LEGAL
RESPONSIBILITY OF ALL PERSONS ALLEGED TO HAVE CAUSED SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY BECAUSE
OF A LIMITATION OF LIABILITY ASSERTED BY CUSTOMER OR BECAUSE CUSTOMER DID NOT APPEAR IN AN ACTION
BROUGHT AGAINST CFM. CUSTOMER’S OBLIGATION TO INDEMNIFY CFM HEREUNDER SHALL BE APPLICABLE AT SUCH
TIME AS CFM IS REQUIRED TO MAKE PAYMENT PURSUANT TO A FINAL JUDGEMENT IN AN ACTION OR PROCEEDING IN
WHICH CFM WAS A PARTY, PERSONALLY APPEARED, AND HAD THE OPPORTUNITY TO DEFEND ITSELF. THIS
INDEMNITY SHALL APPLY WHETHER OR NOT CUSTOMER’S LIABILITY IS OTHERWISE LIMITED.




					
	 	 	 	 	 
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TABLE 1

CFM56 WARRANTY PARTS LIST

FLIGHT HOURS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Flight Hours
	 	 	2000	 	3000	 	4000	 	6000	 	8000	 	12000
	Fan Rotor/Booster
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Blades
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Disk, Drum
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 
	Spinner
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fan Frame
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Casing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 
	Hub & Struts
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fairings
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Splitter (Mid Ring)
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vanes
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Engine Mount
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	No. 1 & No. 2 Bearing Support
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bearings
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shaft
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 
	Support (Case)
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inlet Gearbox & No. 3 Bearing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bearings
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gear
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Compressor Rotor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Blades
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Disk & Drums
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 
	Shaft
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 
	Compressor Stator
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Casing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 
	Shrouds
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vanes
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Variable Stator Actuating Rings
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Combustor Diffuser Nozzle (CDN)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Casings
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Combustor Liners
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fuel Atomizer
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HPT Nozzle
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HPT Nozzle Support
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	HPT Shroud
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HPT Rotor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Blades
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Disks
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 
	Shafts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 
	Retaining Ring
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






					
	 	 	 	 	 
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TABLE 1

CFM56 WARRANTY PARTS LIST

FLIGHT HOURS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Flight Hours
	 	 	2000	 	3000	 	4000	 	6000	 	8000	 	12000
	LP Turbine
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Casing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Vane Assemblies
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interstage Seals
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shrouds
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Disks
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 
	Shaft
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 
	Bearings
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Blades
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Turbine Frame
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Casing & Struts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Hub
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sump
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accessory & Transfer Gearboxes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shafts
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gears
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bearings
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Air-Oil Seals
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Controls & Accessories
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Engine
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Condition Monitoring Equipment
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






					
	 	 	 	 	 
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SERVICE LIFE POLICY COMPONENTS




between



THE BOEING COMPANY



and



AIR LEASE CORPORATION



Supplemental Exhibit SLP1

to Purchase Agreement Number PA-03524



 









 





SERVICE LIFE POLICY COMPONENTS




relating to



BOEING MODEL 737-800 AIRCRAFT



     This is the listing of SLP Components for the Aircraft which relate to Part 3, Boeing
Service Life Policy of Exhibit C, Product Assurance Document to the AGTA and is a part
of Purchase Agreement No. PA-03524.




	1.	 	Wing.






	 	(i)	 	Upper and lower wing skins and stiffeners
between the forward and rear wing spars.
	 
	 	(ii)	 	Wing spar webs, chords and stiffeners.
	 
	 	(iii)	 	Inspar wing ribs.
	 
	 	(iv)	 	Inspar splice plates and fittings.
	 
	 	(v)	 	Main landing gear support structure.
	 
	 	(vi)	 	Wing center section lower beams, spanwise beams
and floor beams, but not the seat tracks attached to floor
beams.
	 
	 	(vii)	 	Wing-to-body structural attachments.
	 
	 	(viii)	 	Engine strut support fittings attached directly to wing
primary structure.
	 
	 	(ix)	 	Support structure in the wing for spoilers and
spoiler actuators; for aileron hinges and reaction links; and
for leading edge devices and trailing edge flaps.
	 
	 	(x)	 	Trailing edge flap tracks and carriages.
	 
	 	(xi)	 	Aileron leading edge device and trailing edge
flap internal, fixed attachment and actuator support structure.






	2.	 	Body.






	 	(i)	 	External surface skins and doublers,
longitudinal stiffeners, longerons and circumferential rings
and frames between the forward pressure bulkhead and the
vertical stabilizer rear spar bulkhead and structural support
and enclosure for the APU but excluding all system components
and related installation and connecting devices, insulation,
lining, and decorative panels and related installation and
connecting devices.





BOEING PROPRIETARY




			
	 	 	 
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	 	(ii)	 	Window and windshield structure but excluding
the windows and windshields.
	 
	 	(iii)	 	Fixed attachment structure of the passenger
doors, cargo doors and emergency exits, excluding door
mechanisms and movable hinge components. Sills and frames
around the body openings for the passenger doors, cargo doors
and emergency exits, excluding scuff plates and pressure seals.
	 
	 	(iv)	 	Nose wheel well structure, including the wheel
well walls, pressure deck, bulkheads, and gear support
structure.
	 
	 	(v)	 	Main gear wheel well structure including
pressure deck and landing gear beam support structure.
	 
	 	(vi)	 	Floor beams and support posts in the control
cab and passenger cabin area, but excluding seat tracks.
	 
	 	(vii)	 	Forward and aft pressure bulkheads.
	 
	 	(viii)	 	Keel structure between the wing front spar bulkhead and the
main gear wheel well aft bulkhead including splices.
	 
	 	(ix)	 	Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar support
bulkheads including terminal fittings but excluding all system
components and related installation and connecting devices,
insulation, lining, and decorative panels and related
installation and connecting devices.
	 
	 	(x)	 	Support structure in the body for the
stabilizer pivot and stabilizer screw.






	3.	 	Vertical Stabilizer.






	 	(i)	 	External skins between front and rear spars.
	 
	 	(ii)	 	Front, rear and auxiliary spar chords, webs and
stiffeners and attachment fittings.
	 
	 	(iii)	 	Inspar ribs.
	 
	 	(iv)	 	Rudder hinges and supporting ribs, excluding
bearings.
	 
	 	(v)	 	Support structure in the vertical stabilizer
for rudder hinges, reaction links and actuators.
	 
	 	(vi)	 	Rudder internal, fixed attachment and actuator
support structure.





BOEING PROPRIETARY




			
	 	 	 
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	4.	 	Horizontal Stabilizer.






	 	(i)	 	External skins between front and rear spars.
	 
	 	(ii)	 	Front and rear spar chords, webs and
stiffeners.
	 
	 	(iii)	 	Inspar ribs.
	 
	 	(iv)	 	Stabilizer center section including hinge and
screw support structure.
	 
	 	(v)	 	Support structure in the horizontal stabilizer
for the elevator hinges, reaction links and actuators.
	 
	 	(vi)	 	Elevator internal, fixed attachment and
actuator support structure.






	5.	 	Engine Strut.






	 	(i)	 	Strut external surface skin and doublers and
stiffeners.
	 
	 	(ii)	 	Internal strut chords, frames and bulkheads.
	 
	 	(iii)	 	Strut to wing fittings and diagonal brace.
	 
	 	(iv)	 	Engine mount support fittings attached directly
to strut structure and including the engine-mounted support
fittings.






	6.	 	Main Landing Gear.






	 	(i)	 	Outer cylinder.
	 
	 	(ii)	 	Inner cylinder, including axles.
	 
	 	(iii)	 	Upper and lower side struts, including
spindles, universals and reaction links.
	 
	 	(iv)	 	Drag strut.
	 
	 	(v)	 	Orifice support tube.
	 
	 	(vi)	 	Downlock links including spindles and universals.
	 
	 	(vii)	 	Torsion links.
	 
	 	(viii)	 	Bell crank.
	 
	 	(ix)	 	Trunnion link.
	 
	 	(x)	 	Actuator beam, support link and beam arm.






	7.	 	Nose Landing Gear.






	 	(i)	 	Outer cylinder.
	 
	 	(ii)	 	Inner cylinder, including axles.
	 
	 	(iii)	 	Orifice support tube.
	 
	 	(iv)	 	Upper and lower drag strut, including lock links.





BOEING PROPRIETARY




			
	 	 	 
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	 	SLP1 Page 4






 









 







	 	(v)	 	Steering plates and steering collars.
	 
	 	(vi)	 	Torsion links.





     NOTE: The Service Life Policy does not cover any bearings, bolts, bushings, clamps, brackets,
actuating mechanisms or latching mechanisms used in or on the SLP Components.



BOEING PROPRIETARY




			
	 	 	 
	LSQ-PA-03524-SLP1
	 	SLP1 Page 5






 









 











The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207



LSQ-PA-03524-LA-1001388




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067





			
	Subject:	 	[*]






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




This Letter Agreement amends the Purchase Agreement. All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.





			
	1.	 	[*]







 




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





BOEING PROPRIETARY







 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001388

Page 2





			
	2.	 	[*]






			
	3.	 	[*]






			
	4.	 	[*]







 




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





BOEING PROPRIETARY







 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001388

Page 3





			
	5.	 	[*]






			
	6.	 	[*]







 




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





BOEING PROPRIETARY








 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001388

Page 4





			
	7.	 	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 7) 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 7. Customer shall be fully responsible to
Boeing for compliance with such obligations.



Very truly yours,



THE BOEING COMPANY



By /s/ Katherine B. Gunal          



Its Attorney-In-Fact



ACCEPTED AND AGREED TO this



Date: September 30, 2010



AIR LEASE CORPORATION



By /s/ Grant Levy          



Its Executive Vice President




BOEING PROPRIETARY






 









 













The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207



LSQ-PA-03524-LA-1001389




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067





			
	Subject:	 	[*]






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




This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.



[*]





	1.	 	[*]
	 
	2.	 	[*]







 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001389

Page 2





	3.	 	[*]
	 
	4.	 	[*]







 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001389

Page 3





	5.	 	[*]
	 
	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 to a commercial operator and
cannot be assigned in whole or, in part, except as assigned in the assignment of partial rights
pursuant to Letter Agreement LSQ-PA-03524-LA-1001403, Leasing Matters.




	7.	 	Confidential Treatment.





     Customer understands and agrees that the information contained herein represents confidential
business information of Boeing and has value precisely because it is not available generally or to
other parties. Customer will limit the disclosure of its contents to (a) its directors and
officers, (b) employees of Customer with a need to know the contents for performing its
obligations (including, without limitation, those employees performing accounting, finance,
administration and other functions necessary to finance and purchase, deliver or lease the
Aircraft) and who understand they are not to disclose its contents to any other person or entity
(other than those to whom disclosure is permitted by this paragraph 7) 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 7. Customer will cause Customer’s Lessee to
limit the disclosure of its contents to employees of Customer’s Lessee with a need to know the
contents for purposes of helping Customer and Customer’s Lessee perform their obligations under
this Letter Agreement and who understand they are not to disclose its contents to any other person
or entity without the prior written consent of Boeing.





 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001389

Page 4



Very truly yours,



THE BOEING COMPANY



By /s/ Katherine B. Gunal          



Its Attorney-In-Fact



ACCEPTED AND AGREED TO this



Date: September 30, 2010



AIR LEASE CORPORATION



By /s/ Grant Levy          



Its Executive Vice President




BOEING PROPRIETARY







 









 













The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207



LSQ-PA-03524-LA-1001390




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067





			
	Subject:	 	AGTA Matters






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





     This letter agreement (Letter Agreement) 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 and the Aircraft General Terms Agreement LSQ-AGTA between Boeing and Customer dated
September 30, 2010 (AGTA).




	1.	 	[*]







 




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




 









 















Air Lease Corporation

LSQ-PA-03524-LA-1001390

Page 2





	2.	 	[*]







 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001390

Page 3





	3.	 	[*]
	 
	4.	 	[*]
	 
	5.	 	[*]







 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001390

Page 4





	6.	 	[*]
	 
	7.	 	[*]
	 
	8.	 	[*]







 




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





BOEING PROPRIETARY





 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001390

Page 5



[*]






 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001390

Page 6





	9.	 	[*]
	 
	10.	 	[*]







 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001390

Page 7





	11.	 	[*]







 




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





BOEING PROPRIETARY






 









 












Air Lease Corporation

LSQ-PA-03524-LA-1001390

Page 8





	12.	 	[*]







 




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





BOEING PROPRIETARY





 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001390

Page 9





	13.	 	[*]
	 
	14.	 	[*]







 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001390

Page 10





	15.	 	Assignment.





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




	16.	 	Confidential Treatment.





     Customer understands and agrees that the information contained herein represents confidential
business information of Boeing and has value precisely because it is not available generally or to
other parties. Customer will limit the disclosure of its contents to (a) its directors and
officers, (b) employees of Customer with a need to know the contents for performing its
obligations (including, without limitation, those employees performing accounting, finance,
administration and other functions necessary to finance and purchase, deliver or lease the
Aircraft) and who understand they are not to disclose its contents to any other person or entity
(other than those to whom disclosure is permitted by this paragraph 16) 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 16. Customer shall be fully responsible to
Boeing for compliance with such obligations.



BOEING PROPRIETARY







 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001390

Page 11



Very truly yours,



THE BOEING COMPANY



By /s/ Katherine B. Gunal          



Its Attorney-In-Fact



ACCEPTED AND AGREED TO this



Date: September 30, 2010



AIR LEASE CORPORATION



By /s/ Grant Levy          



Its Executive Vice President




BOEING PROPRIETARY







 









 













The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207



LSQ-PA-03524-LA-1001391




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067





			
	Subject:	 	Demonstration Flight Waiver






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





     This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase
Agreement.


Definition of Terms:



Correction Costs: Customer’s direct labor costs and the cost of any material required to correct a
Flight Discrepancy where direct labor costs are equal to the Warranty Labor Rate in effect between
the parties at the time such labor is expended.



Flight Discrepancy: A failure or malfunction of an Aircraft, or the accessories, equipment or
parts installed on the Aircraft which results from a defect in the Aircraft, Boeing Product, engine
or Supplier Product or a nonconformance to the Detail Specification for the Aircraft.




     The AGTA provides that each aircraft will be test flown prior to delivery for the purpose of
demonstrating the functioning of such Aircraft and its equipment to Customer; however, Customer may
elect to waive this test flight. For each test flight waived, Boeing agrees to provide Customer
[*].



     Further, Boeing agrees to reimburse Customer for any Correction Costs incurred as a result of
the discovery of a Flight Discrepancy during the first flight of the aircraft by Customer following
delivery to the extent such Correction Costs are not covered under a warranty provided by Boeing,
the engine manufacturer or any of Boeing’s suppliers.





 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001391

Page 2




     Should a Flight Discrepancy be detected by Customer which requires the return of the Aircraft
to Boeing’s facilities at Seattle, Washington, so that Boeing may correct such Flight Discrepancy,
Boeing and Customer agree that title to and risk of loss of such Aircraft will remain with
Customer. In addition, it is agreed that Boeing will have responsibility for the Aircraft while it
is on the ground at Boeing’s facilities in Seattle, Washington, as is chargeable by law to a bailee
for mutual benefit, but Boeing shall not be liable for loss of use.



     To be reimbursed for Correction Costs, Customer shall submit a written itemized statement
describing any flight discrepancies and indicating the Correction Cost incurred by Customer for
each discrepancy. This request must be submitted to Boeing’s Contracts Regional Director at
Renton, Washington, within [*] after the first flight by Customer.


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





 




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





BOEING PROPRIETARY





 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001391

Page 3



Very truly yours,



THE BOEING COMPANY



By /s/ Katherine B. Gunal          



Its Attorney-In-Fact



ACCEPTED AND AGREED TO this



Date: September 30, 2010



AIR LEASE CORPORATION



By /s/ Grant Levy          



Its Executive Vice President




BOEING PROPRIETARY






 









 













The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207



LSQ-PA-03524-LA-1001393




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067





			
	Subject:	 	[*]






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





     This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase
Agreement.




	1.	 	[*]







 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001393

Page 2



[*]






 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001393

Page 3





	2.	 	[*]
	 
	3.	 	Assignment.





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





 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001393

Page 4





	4.	 	Confidential Treatment.




Customer understands and agrees that the information contained herein represents confidential
business information of Boeing and has value precisely because it is not available generally or to
other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and
officers, (b) employees of Customer with a need to know the contents for performing its
obligations (including, without limitation, those employees performing accounting, finance,
administration and other functions necessary to finance and purchase, deliver or lease the
Aircraft) and who understand they are not to disclose its contents to any other person or entity
(other than those to whom disclosure is permitted by this paragraph 4) without the prior written
consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors
of Customer who have a need to know such information and have signed a confidentiality agreement in
the same form and substance similar to this paragraph 4. Customer shall be fully responsible to
Boeing for compliance with such obligations.



Very truly yours,



THE BOEING COMPANY



By /s/ Katherine B. Gunal          



Its Attorney-In-Fact



ACCEPTED AND AGREED TO this



Date: September 30, 2010



AIR LEASE CORPORATION



By /s/ Grant Levy          



Its Executive Vice President




BOEING PROPRIETARY







 









 













The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207



LSQ-PA-03524-LA-1001394




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067





			
	Subject:	 	Assignment of Customer’s Interest to a Subsidiary or Affiliate






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





     This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase
Agreement.



     The terms of this Letter Agreement will prevail in the event of any conflict between this
Letter Agreement and any provision in the Purchase Agreement.




	1.	 	[*]







 




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





BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001394

Page 2





	2.	 	[*]
	 
	3.	 	Assignment.





     This Letter Agreement is provided as an accommodation to Customer in consideration of its
relationship with Boeing, and cannot be assigned in whole or in part.




	4.	 	Confidential Treatment.





     Customer understands and agrees that the information contained herein represents confidential
business information of Boeing and has value precisely because it is not available generally or to
other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and
officers, (b) employees of Customer with a need to know the contents for performing its obligations
(including, without limitation, those employees performing accounting, finance, administration and
other functions necessary to finance and purchase, deliver or lease the Aircraft) and who
understand they are not to disclose its contents to any other person or entity (other than those to
whom disclosure is permitted by this paragraph 4) without the prior written consent of Boeing and
(c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a
need to know such information and have signed a confidentiality agreement in the same form and
substance similar to this paragraph 4. Customer shall be fully responsible to Boeing for
compliance with such obligations.




 




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



BOEING PROPRIETARY






 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001394

Page 3



Very truly yours,



THE BOEING COMPANY



By /s/ Katherine B. Gunal          



Its Attorney-In-Fact



ACCEPTED AND AGREED TO this



Date: September 30, 2010



AIR LEASE CORPORATION



By /s/ Grant Levy          



Its Executive Vice President




BOEING PROPRIETARY





 












 









The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




LSQ-PA-03524-LA-1001395




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067





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





     This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase
Agreement.



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



1. Deferred Advance Payment Schedule.





     1.1 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 Alternative Advance Payment Schedule.



	 	 	 

	[*]

	 	[*]
	[*]

	 	[*]
	[*]

	 	[*]
	[*]

	 	[*]
	[*]

	 	[*]
	[*]

	 	[*]
	[*]

	 	[*]
	[*]

	 	[*]








 




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




 









 















Air Lease Corporation

LSQ-PA-03524-LA-1001395

Page 2




2. [*]




3. Confidential Treatment.




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





 




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





BOEING PROPRIETARY




 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001395

Page 3




4. Assignment.




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



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



	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By

	 	/s/ Katherine B. Gunal	 	 
	Its

	 	 

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

	 	September 30, 2010	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By

	 	/s/ Grant Levy	 	 
	Its

	 	 

Executive Vice President
	 	 






BOEING PROPRIETARY




 









 












The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




LSQ-PA-03524-LA-1001396




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067





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





     This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase
Agreement.



1. [*]






 




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




 









 















Air Lease Corporation

LSQ-PA-03524-LA-1001396

Page 2



2. [*]



3. [*]



4. [*]






 




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





BOEING PROPRIETARY




 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001396

Page 3




5. Assignment.




     Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations
described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming
the operator of the Aircraft and cannot be assigned in whole or, in part.



6. Confidential Treatment.




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



	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By

	 	/s/ Katherine B. Gunal	 	 
	Its

	 	 

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

	 	September 30, 2010	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By 

Its

	 	/s/ Grant Levy
 

Executive Vice President
	 	 





BOEING PROPRIETARY




 









 








Attachment A to

Letter Agreement LSQ-PA-03524-LA-1001396



[*]






 




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





BOEING PROPRIETARY




 









 








Attachment A to

LSQ-PA-03524-LA-1001396

Page 2



[*]






 




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





BOEING PROPRIETARY




 









 












The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




LSQ-PA-03524-LA-1001397




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067





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





     This letter agreement (Letter Agreement) 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. Optional Features Prices.




     The Aircraft Basic Price listed in Table 1 of the Purchase Agreement includes maximum
operational weights as a component of the Optional Features. Listed in the table below are the
price per pound in July 2008 dollars for Maximum Take-off Weight (MTOW), Maximum Landing Weight
(MLW) and Maximum Zero Fuel Weight (MZFW). Should the Customer elect to not configure the Aircraft
with the maximum operational weights, the Optional Features price will reduce accordingly,
resulting in a reduction of the Aircraft Price due by Customer at delivery by the amounts listed in
the table below.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Optional	 	 
	 	 	 	 	 	 	Features	 	 
	 	 	 	 	 	 	Price to	 	 
	 	 	 	 	Maximum	 	Maximum	 	Price Per
	 	 	 	 	Weights as	 	Weights	 	Pound
	 	 	Baseline	 	Configured in	 	2008 Base	 	2008 Base
	 	 	Weights	 	Table 1	 	Year, STE	 	Year, STE
	Maximum Take-off Weight (MTOW)

	 	[*]
	 	[*]
	 	[*]
	 	[*]
	Maximum Landing Weight (MLW)

	 	[*]
	 	[*]
	 	[*]
	 	[*]
	Maximum Zero Fuel Weight (MZFW)

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








 




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





BOEING PROPRIETARY




 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001397

Page 2




2. [*]





3. [*]



4. Documents.




     Approximately twelve (12) months prior to delivery of the first Aircraft, Customer and Boeing
will conduct a document conference. At that time, Boeing and Customer will complete a document
worksheet whereby Customer may specify which documents Customer would like to receive and select
the applicable format. Delivery of documents in any format may be deferred upon Customer’s
request.



5. Service Bulletin Kits.




     Boeing agrees to provide Customer with a Service Bulletin listing applicable for the Aircraft.
Boeing will provide up to [*] Service Bulletin Lists in total per year. Such commitment to provide
[*] Service Bulletin Lists per year expires [*] years after delivery of the last Aircraft under the
Purchase Agreement.





 




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





BOEING PROPRIETARY





 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001397

Page 3




6. Subsequent Lessee Data.




     6.1 Boeing agrees to provide the documents listed below to subsequent lessees (Subsequent
Lessee or Subsequent Lessees) of Aircraft purchased by Customer under the Purchase Agreement, so
long as Customer still owns the Aircraft and the Aircraft reside in the Customer’s suite of
manuals. Electronic access and one CD backup copy will be provided to the Subsequent Lessee.
For Subsequent Lessees without an electronic access account, only the one CD backup copy will be
provided. Documents will be provided with revision service for as long as the Subsequent Lessee
operates the Aircraft, with the exception of the Illustrated Parts Catalog, which will only be
ordered and provided with revision service until two revisions after the last Aircraft under the
Purchase Agreement is delivered.



Maintenance Data

Aircraft Maintenance Manual

Baggage/Cargo Loading Manual

Fault Isolation Manual

Fault Reporting Manual

Illustrated Parts Catalog, Maintenance

Maintenance Planning Data Document

Maintenance Task Cards & Index

Power Plant Buildup Manual

Structural Repair Manual

System Schematics Manual

Wiring Diagram Manual




Flight Data

Airplane Flight Manual

Airplane Rescue and Fire Fighting Document

Airplane Characteristics for Airport Planning

Dispatch Deviation Guide

Flight Crew Training Manual

Flight Crew Operations Manual & Quick Reference Handbook (non-customized)

Operations Manual Bulletins, Technical Bulletins and Flight Operations Reviews

Performance Engineers Manual (upon request, one hardcopy will be provided with no revision service)

Weight and Balance Manual, Chapter 1




     6.2 Such consideration as described by this paragraph 6 is not assignable upon sale of the
Aircraft, except when such Aircraft is sold by Customer to a related entity in which the parent has
majority ownership interest in.



BOEING PROPRIETARY




 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001397

Page 4




7. Exhibit B, Article 1.2.2, Certificate of Sanitary Construction.



At time of delivery of the Aircraft, Boeing agrees to use reasonable efforts to obtain a
certificate for Customer’s non U.S. registered aircraft. It is understood by Customer that the
Certificate of Sanitary Construction is issued by the U.S. public health service and Boeing may not
be able to obtain a certificate if the U.S. health service is not willing to provide for a non-U.S.
registered aircraft.




8. 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.



9. Confidential Treatment.




     Customer understands and agrees that the information contained herein represents confidential
business information of Boeing and has value precisely because it is not available generally or to
other parties. Customer will limit the disclosure of its contents to (a) its directors and
officers, (b) employees of Customer with a need to know the contents for performing its
obligations (including, without limitation, those employees performing accounting, finance,
administration and other functions necessary to finance and purchase, deliver or lease the
Aircraft) and who understand they are not to disclose its contents to any other person or entity
(other than those to whom disclosure is permitted by this paragraph 9) 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 9. Customer shall be fully responsible to
Boeing for compliance with such obligations.



BOEING PROPRIETARY




 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001397

Page 5




	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By 

Its

	 	/s/ Katherine B. Gunal
 

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

	 	September 30, 2010	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By 

Its

	 	/s/ Grant Levy
 

Executive Vice President
	 	 






BOEING PROPRIETARY





 











 










The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207



LSQ-PA-03524-LA-1001398




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067




	 	 	 

	Subject:

	 	Liquidated Damages — Non-Excusable Delay
	 
	 	 
	Reference:

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






     This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase
Agreement.



Definition of Terms:




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



1. Liquidated Damages.




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



2. [*]






 




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





BOEING PROPRIETARY




 









 










Air Lease Corporation

LSQ-PA-03524-LA-1001398

Page 2



3. [*]



4. [*]



5. Exclusive Remedies.




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



6. Confidential Treatment.




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






 




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





BOEING PROPRIETARY




 









 










Air Lease Corporation

LSQ-PA-03524-LA-1001398

Page 3



7. Assignment.




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



	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By

	 	/s/ Katherine B. Gunal
 

	 	 
	 
	 	 	 	 
	Its Attorney-In-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 
	 
	 	 	 	 
	Date: September 30, 2010	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By

	 	/s/ Grant Levy	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its

	 	Executive Vice President	 	 






BOEING PROPRIETARY





 











 










The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




LSQ-PA-03524-LA-1001399




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067




	 	 	 

	Subject:

	 	Loading of Customer Software
	 
	 	 
	Reference:

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






     This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase
Agreement.


1. Customer or Customer’s Lessee may request Boeing to install software owned by or licensed to
Customer or Customer’s Lessee (Software) in the following systems in the Aircraft: (i) aircraft
communications addressing and reporting system (ACARS), (ii) digital flight data acquisition unit
(DFDAU), (iii) flight management system (FMS), (iv) cabin management system (CMS), (v) engine
indication and crew alerting system (EICAS), (vi) airplane information management system (AIMS),
(vii) satellite communications system (SATCOM), and (viii) In-Flight Entertainment (IFE).



2. For all Software described in paragraph 1, above, other than Software to be installed in SATCOM
and IFE, the Software is not part of the configuration of the Aircraft certified by the FAA and
therefore cannot be installed prior to delivery. If requested by Customer or Customer’s Lessee,
Boeing will install such Software after the transfer to Customer or Customer’s Lessee of title to
the Aircraft, but before fly away.



3. The SATCOM Software is part of the configuration of the Aircraft and included in the type
design. If requested by Customer or Customer’s Lessee, Boeing will install the SATCOM Software
prior to transfer to Customer of title to the Aircraft.



4. For IFE Software, if requested by Customer or Customer’s Lessee, Boeing will make the Aircraft
accessible to Customer, Customer’s Lessee and Customer’s or Customer’s Lessees’ IFE Software
supplier so that the supplier can install the Software after delivery of the Aircraft, but before
fly away.




BOEING PROPRIETARY




 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001399

Page 2



5. All Software which is installed by Boeing other than the SATCOM Software will be
subject to the following conditions:





	 	(i)	 	Customer and Boeing agree that the Software is BFE for
the purposes of Articles 3.1.3, 3.2, 3.4, 3.5, 3.10, 10 and
11 of Exhibit A, Buyer Furnished Equipment Provisions
Document, to the AGTA and such articles apply to the
installation of the Software.
	 
	 	(ii)	 	Customer and Boeing further agree that
the installation of the Software is a service under Exhibit
B, Customer Support Document, to the AGTA.
	 
	 	(iii)	 	Boeing makes no warranty as to the
performance of such installation and Article 11 of Part 2
of Exhibit C of the AGTA, Disclaimer and Release; Exclusion
of Liabilities and Article 8.2, Insurance, of the AGTA
apply to the installation of the Software.





6. Confidential Treatment.




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



BOEING PROPRIETARY




 









 










Air Lease Corporation

LSQ-PA-03524-LA-1001399

Page 3




	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By

	 	/s/ Katherine B. Gunal
 

	 	 
	 
	 	 	 	 
	Its

	 	Attorney-In-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 
	 
	 	 	 	 
	Date: September 30, 2010	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By

	 	/s/ Grant Levy	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its

	 	Executive Vice President	 	 






BOEING PROPRIETARY





 











 










The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




LSQ-PA-03524-LA-1001400




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067




	 	 	 

	Subject:

	 	Open Configuration Matters
	 
	 	 
	Reference:

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






     This letter agreement (Letter Agreement) 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. Aircraft Configuration.




     1.1 Initial Configuration. The initial configuration of Customer’s Model 737-800
Aircraft has been defined by Boeing Model 737-800 basic specification D019A001 Revision N dated
January 29, 2010 as described in Article 1 and Exhibit A of the Purchase Agreement. Final
configuration of the Aircraft will be completed as described in this Letter Agreement.



     1.2 Final Configuration Schedule. Customer and Boeing hereby agree to complete the
configuration of the Aircraft using the then-current Boeing configuration documentation (Final
Configuration) in accordance with the following schedule:



          1.2.1 No later than sixteen (16) months prior to the first Aircraft’s scheduled delivery
month, Boeing and Customer will discuss potential optional features.




          1.2.2 Within thirty (30) days after that meeting, Boeing will provide Customer with a proposal
for those optional features that can be incorporated into the Aircraft during production.




          1.2.3 Customer will then have fourteen (14) days to accept or reject the optional features.




BOEING PROPRIETARY




 









 













Air Lease Corporation

LSQ-PA-03524-LA-1001400

Page 2



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




     2.1 Changes applicable to the basic Model 737-800 aircraft which are developed by Boeing
between the date of signing of the Purchase Agreement and date of Final Configuration.



     2.2 Incorporation into Exhibit A of the Purchase Agreement, by written amendment, those
optional features which have been agreed to by Customer and Boeing pursuant to Article 1.2 above
(Customer Configuration Changes);



     2.3 Revisions to the Performance Guarantees to reflect the effects, if any, on Aircraft
performance resulting from the incorporation of the Customer Configuration Changes;



     2.4 Changes to the Optional Features Prices, Aircraft Basic Price and 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



     2.5 Changes 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 Seller Purchased
Equipment (SPE) and the price of the SPE reflected in the Customer Configuration Changes.



3. 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:



     3.1 Software. Additional provisions relating to software.



     3.2 Seller Purchased Equipment (SPE) and/or Buyer Furnished Equipment (BFE).
Provisions relating to the terms under which Boeing may offer or install SPE and/or BFE in the
Aircraft.



BOEING PROPRIETARY




 









 










Air Lease Corporation

LSQ-PA-03524-LA-1001400

Page 3



4. Confidential Treatment.




     Customer understands and agrees that the information contained herein represents confidential
business information of Boeing and has value precisely because it is not available generally or to
other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and
officers, (b) employees of Customer with a need to know the contents for performing its
obligations (including, without limitation, those employees performing accounting, finance,
administration and other functions necessary to finance and purchase, deliver or lease the
Aircraft) and who understand they are not to disclose its contents to any other person or entity
(other than those to whom disclosure is permitted by this paragraph 4) without the prior written
consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors
of Customer who have a need to know such information and have signed a confidentiality agreement in
the same form and substance similar to this paragraph 4. Customer shall be fully responsible to
Boeing for compliance with such obligations.



	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By

	 	/s/ Katherine B. Gunal
 

	 	 
	 
	 	 	 	 
	Its

	 	Attorney-In-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 
	 
	 	 	 	 
	Date: September 30, 2010	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By

	 	/s/ Grant Levy	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its

	 	Executive Vice President	 	 






BOEING PROPRIETARY





 











 










The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207



LSQ-PA-03524-LA-1001401




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067




	 	 	 

	Subject:

	 	Aircraft Performance Guarantees
	 
	 	 
	Reference:

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






     This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase
Agreement.



     Boeing agrees to provide Customer with the performance guarantees in the Attachment. These
guarantees are exclusive and expire upon delivery of the Aircraft to Customer. 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.



     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 employees of Customer with a need to know the contents for purposes
of helping Customer perform its obligations under the Purchase Agreement and who understand they
are not to disclose its contents to any other person or entity without the prior written consent of
Boeing. Customer may, however, share the performance guarantee with a Lessee of Customer who has
entered into a letter of intent to lease from Customer the Aircraft for which the performance
guarantee applies and who has agreed not to disclose the information to others pursuant to an
appropriate confidentiality agreement.



1. 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.



BOEING PROPRIETARY




 









 










Air Lease Corporation

LSQ-PA-03524-LA-1001401

Page 2




2. Confidential Treatment.




     Customer understands and agrees that information contained herein represents confidential
business information of Boeing and has value precisely because it is not available generally or to
other parties. Customer will limit the disclosure of its contents to (a) its directors and
officers, (b) employees of Customer with a need to know the contents for performing its
obligations (including, without limitation, those employees performing accounting, finance,
administration and other functions necessary to finance and purchase, deliver or lease the
Aircraft) and who understand they are not to disclose its contents to any other person or entity
(other than those to whom disclosure is permitted by this paragraph 2) without the prior written
consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors
of Customer who have a need to know such information and have signed a confidentiality agreement in
the same form and substance similar to this paragraph 2. Customer shall be fully responsible to
Boeing for compliance with such obligations.



	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By

	 	/s/ Katherine B. Gunal
 

	 	 
	 
	 	 	 	 
	Its

	 	Attorney-In-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 
	 
	 	 	 	 
	Date: September 30, 2010	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By

	 	/s/ Grant Levy	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its

	 	Executive Vice President	 	 






BOEING PROPRIETARY





 











 





Attachment to Letter Agreement

No. LSQ-PA-03524-LA-1001401

CFM56-7BE Series Engines

Page 1




MODEL 737-800 PERFORMANCE GUARANTEES




FOR AIR LEASE CORPORATION



	 	 	 
	SECTION	 	CONTENTS

	1
	 	AIRCRAFT MODEL APPLICABILITY
	 
	 	 
	2
	 	FLIGHT PERFORMANCE
	 
	 	 
	3
	 	MANUFACTURER'S EMPTY WEIGHT
	 
	 	 
	4
	 	AIRCRAFT CONFIGURATION
	 
	 	 
	5
	 	GUARANTEE CONDITIONS
	 
	 	 
	6
	 	GUARANTEE COMPLIANCE
	 
	 	 
	7
	 	EXCLUSIVE GUARANTEES






	 	 	 

	P.A. No. 03524
	 	 
	AERO-B-BBA4-M10-0517

	 	SS10-0309






BOEING PROPRIETARY






 









 








Attachment to Letter Agreement

No. LSQ-PA-03524-LA-1001401

CFM56-7BE Series Engines

Page 2





	1	 	AIRCRAFT MODEL APPLICABILITY
	 
	 	 	The guarantees contained in this Attachment (the “Performance Guarantees”) are
applicable to the 737-800 Aircraft equipped with Boeing furnished CFM56-7BE series
engines.
	 
	2	 	FLIGHT PERFORMANCE


Cruise Range
	 
	 	 	The still air range at an initial cruise altitude of 34,000 feet on a standard day
at 0.78 Mach number, starting at a gross weight of 165,000 pounds and consuming
30,000 pounds of fuel, and using not more than maximum cruise thrust (except
maximum climb thrust may be used during a step climb) and using the conditions and
operating rules defined below, shall not be less than the following guarantee
value:





	 	 	 

	NOMINAL:

	 	[*] Nautical Miles
	TOLERANCE:

	 	[*] Nautical Miles
	GUARANTEE:

	 	[*] Nautical Miles







	 	 	Conditions and operating rules:






	 	 	 	A step climb or multiple step climbs of 2,000 feet altitude may be used when
beneficial to minimize fuel burn.






	3	 	MANUFACTURER’S EMPTY WEIGHT
	 
	 	 	The Manufacturer’s Empty Weight (MEW) is guaranteed not to exceed the value in
Section 03-60-00 of Detail Specification TBD plus [*].
	 
	4	 	AIRCRAFT CONFIGURATION
	 
	4.1	 	The guarantees contained in this Attachment are based on the Aircraft configuration as
defined in the original release of Detail Specification TBD (hereinafter referred to as the
Detail Specification). Appropriate adjustment shall be made for changes in such Detail
Specification approved by the Customer and Boeing or otherwise allowed by the Purchase
Agreement which cause changes to the flight performance and/or weight and balance of the
Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with
the guarantees.







 




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





	 	 	 

	P.A. No. 03524
	 	 
	AERO-B-BBA4-M10-0517

	 	SS10-0309





BOEING PROPRIETARY




 









 







Attachment to Letter Agreement

No. LSQ-PA-03524-LA-1001401

CFM56-7BE Series Engines

Page 3





	4.2	 	The Manufacturer’s Empty Weight guarantee of Section 3 will be adjusted by Boeing for the
following in its evidence of compliance with the guarantees:
	 
		 	(1) Changes to the Detail Specification or any other changes mutually agreed upon
between the Customer and Boeing or otherwise allowed by the Purchase Agreement.
	 
		 	(2) The difference between the component weight allowances given in Appendix IV of
the Detail Specification and the actual weights.
	 
	4.3	 	CFM56-7BE series engines include the CFM56-7B24E, CFM56-7B26E, CFM56-7B26E/F, CFM56-7B27E,
CFM56-7B27E/B1, CFM56-7B27E/B1F, and CFM56-7B27E/F engines only.
	 
	5	 	GUARANTEE CONDITIONS
	 
	5.1	 	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and
specified variations therefrom; altitudes are pressure altitudes.
	 
	5.2	 	The Federal Aviation Administration (FAA) regulations referred to in this Attachment are,
unless otherwise specified, the 737-800 Certification Basis regulations specified in the Type
Certificate Data Sheet A16WE, Revision 44, dated August 24, 2009.
	 
	5.3	 	In the event a change is made to any law, governmental regulation or requirement, or in the
interpretation of any such law, governmental regulation or requirement that affects the
certification basis for the Aircraft as described in Paragraph 5.2, and as a result thereof, a
change is made to the configuration and/or the performance of the Aircraft in order to obtain
certification, the guarantees set forth in this Attachment shall be appropriately modified to
reflect any such change.
	 
	5.4	 	The cruise range guarantee includes allowances for normal power extraction and engine
bleed for normal operation of the air conditioning system. Normal electrical power extraction
shall be defined as not less than a 50 kilowatts total electrical load. Normal operation of
the air conditioning system shall be defined as pack switches in the “Auto” position, the
temperature control switches in the “Auto” position that results in a nominal cabin
temperature of 75°F, and all air conditioning systems operating normally. This operation
allows a maximum cabin pressure differential of 8.35 pounds per square inch at higher
altitudes, with a nominal Aircraft cabin ventilation rate of 3,300 cubic feet per





	 	 	 

	P.A. No. 03524
	 	 
	AERO-B-BBA4-M10-0517

	 	SS10-0309






BOEING PROPRIETARY



 









 







Attachment to Letter Agreement

No. LSQ-PA-03524-LA-1001401

CFM56-7BE Series Engines

Page 4





	 	 	minute including passenger cabin recirculation (nominal recirculation is 47 percent). The APU is
turned off unless otherwise specified.
	 
	5.5	 	The cruise range guarantee is based on an Aircraft center of gravity location of 26.2 percent
of the mean aerodynamic chord.
	 
	5.6	 	Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of 18,580 BTU per
pound.
	 
	6	 	GUARANTEE COMPLIANCE
	 
	6.1	 	Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified
in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of
Section 5.
	 
	6.2	 	Compliance with the cruise range guarantee shall be established by calculations based on
flight test data obtained from an aircraft in a configuration similar to that defined by the
Detail Specification.
	 
	6.3	 	Compliance with the Manufacturer’s Empty Weight guarantee shall be based on information in
the “Weight and Balance Control and Loading Manual — Aircraft Report.”
	 
	6.4	 	The data derived from tests shall be adjusted as required by conventional methods of
correction, interpolation or extrapolation in accordance with established engineering
practices to show compliance with these guarantees.
	 
	6.5	 	Compliance shall be based on the performance of the airframe and engines in combination, and
shall not be contingent on the engine meeting its manufacturer’s performance specification.
	 
	7	 	EXCLUSIVE GUARANTEES
	 
	 	 	The only performance guarantees applicable to the Aircraft are those set forth in
this Attachment.





	 	 	 

	P.A. No. 03524
	 	 
	AERO-B-BBA4-M10-0517

	 	SS10-0309






BOEING PROPRIETARY





 











 










The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




LSQ-PA-03524-LA-1001402




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067




	 	 	 

	Subject:

	 	Significant Aircraft Improvement
	 
	 	 
	Reference:

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






     This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase
Agreement.



1. Significant Improvement.




     During the delivery stream of the Aircraft Boeing may make, or cause to be made, improvements
to the 737 aircraft. These changes may be in the form of a [*] (Significant Improvement), Boeing
may take the following actions with regards to offering the Significant Improvement:



     1.1 Boeing will have the right to incorporate the Significant Improvement and update the
Performance Guarantees for the affected Aircraft.



     1.2 In addition to Article 1.1, Boeing, after good faith discussions with Customer, may elect
to revise the commercial terms of the Purchase Agreement. Customer may elect not to accept the
revised commercial terms and terminate the Purchase Agreement with respect to the affected Aircraft
[*] subject to the notice period described in Article 2. If Customer does not accept the revised
commercial terms within thirty (30) days of the notice, or such time as may be mutually agreed
upon, Boeing will have the right to terminate the Purchase Agreement with respect to the affected
Aircraft.





 




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





BOEING PROPRIETARY




 









 










Air Lease Corporation

LSQ-PA-03524-LA-1001402

Page 2




2. Notice and Purchase Agreement Amendment.




     No later than twenty four (24) months prior to the scheduled delivery of the Aircraft in [*],
Boeing will provide Customer written notice of its intention to incorporate the Significant
Improvement. Boeing’s notice will include updated Performance Guarantees reflecting the effects of
such Significant Improvement.



     2.1 If Boeing provides Customer only notice of the option described in Article 1.1 above, then
the notice will constitute an amendment to the Purchase Agreement effective on the date of the
notice.



     2.2 If Boeing provides Customer notice of the option described in Article 1.2, then the notice
will include a proposed amendment to the Purchase Agreement. In the event Boeing or Customer
exercise its option to terminate the affected Aircraft in accordance with Article 1.2, then Boeing
will amend the Purchase Agreement to reflect the termination of the affected Aircraft [*].



3. Assignment.




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



4. Confidential Treatment.




     Customer understands and agrees that the information contained herein represents confidential
business information of Boeing and has value precisely because it is not available generally or to
other parties. Customer 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 4) without the prior written
consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of
Customer who have a need to know such information and have signed a confidentiality agreement in
the same form and substance similar to this paragraph 4. Customer shall be fully responsible to
Boeing for compliance with such obligations.





 




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





BOEING PROPRIETARY




 









 















Air Lease Corporation

LSQ-PA-03524-LA-1001402

Page 3




	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By

	 	/s/ Katherine B. Gunal
 

	 	 
	 
	 	 	 	 
	Its

	 	Attorney-In-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 
	 
	 	 	 	 
	Date: September 30, 2010	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By

	 	/s/ Grant Levy	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its

	 	Executive Vice President	 	 






BOEING PROPRIETARY





 











 










The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




LSQ-PA-03524-LA-1001403




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067




	 	 	 

	Subject:

	 	Leasing Matters
	 
	 	 
	Reference:

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






     This letter agreement (Letter Agreement) 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.



     It is understood that Customer intends to lease the Aircraft to a third party or parties
(Lessee or Lessees) and that such Lessees will be in the commercial airline business as an operator
of aircraft. This Letter Agreement relates to certain services that Boeing will provide to such
Lessees.



1. Lease of Aircraft Prior to Delivery.




     In most cases, leases will be entered into prior to delivery of the Aircraft to be leased.
The parties understand that provisions related to lease of an Aircraft and assignment of Purchase
Agreement rights related thereto are contained in Article 9 of the AGTA.



2. Identification of Lessee(s).




     2.1 At the time of execution of the Purchase Agreement, Customer has not identified Lessees to
Boeing for any of the Aircraft. Customer agrees to give Boeing written notice as soon as
reasonably practicable (preferably fourteen (14) or more months prior to the month during which a
particular Aircraft is scheduled for delivery) of the name and address of the applicable Lessee,
the month of Aircraft delivery, the desired country of registration, and the manufacturer’s serial
number. If a configuration for the Aircraft identified for a Lessee has not been defined by twelve
(12) months prior to the scheduled month of delivery, then Boeing reserves the right to implement
such Aircraft into production in the Customer’s baseline configuration set forth in Exhibit A to
the Purchase Agreement.



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Air Lease Corporation

LSQ-PA-03524-LA-1001403

Page 2




     2.2 Promptly after such notification for other than U.S. registered aircraft, Boeing will give
Customer written notice as to whether such Aircraft can be delivered no later than its contract
delivery month and in a configuration such that an Export Certificate of Airworthiness can be
obtained for the desired country of registry requested.



     2.3 In the event Boeing determines that obtaining such requested Export Certificate of
Airworthiness would result in delivery of such Aircraft later than its contract delivery month, the
Aircraft will be certified with a Standard Airworthiness Certificate and Customer will, upon tender
of delivery of the Aircraft in accordance with the Purchase Agreement, accept delivery of such
Aircraft with such Standard Airworthiness Certificate. [*]



3. Lessee Unique Configuration Schedules.




     3.1 No later than fourteen (14) months prior to the Lessee’s Aircraft’s scheduled delivery
month, Boeing and Customer will discuss potential optional features. It is understood that
identifying a Lessee within the preferred time frame does not assure that all desired configuration
changes will be available for the Aircraft identified for the Lessee (e.g., if Lessee requires a
configuration that complies with the Head Impact Criteria (HIC) requirements, then Customer must
identify Lessee and configuration no later than sixteen (16) months prior to delivery.)



     3.2 Within thirty (30) days after such meeting, Boeing will provide Customer with a proposal
for those optional features that can be incorporated into the Aircraft during production.



     3.3 Customer will have fourteen (14) days to accept or reject the optional features.



     3.4 Boeing will submit to Customer a supplemental agreement to the Purchase Agreement
incorporating Lessee’s unique configuration within thirty (30) days after receiving Customer’s
accept /reject list.





 




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





BOEING PROPRIETARY




 









 










Air Lease Corporation

LSQ-PA-03524-LA-1001403

Page 3



4. Customer Support.




     4.1 It is recognized by Boeing that the Lessees to be identified under paragraph 2 above may
have different requirements with regard to training, services and Materials applicable to the
Aircraft. For the purpose of this Letter Agreement, and in order to determine the applicability of
either Supplemental Exhibit CS1-1, CS1-2 or CS1-3 (and Parts thereof) to each of the Lessees, the
Customer Support categories listed below will apply. Applicability of these categories will be at
the sole discretion of Boeing and may be modified by Boeing to meet the specific circumstances of
the Lessee.




	 	(i)	 	Category 1 is for a new model
introduction into the Lessee’s fleet. The Lessee does not
operate and is not scheduled to accept delivery of an
aircraft that is in the same model family as the Aircraft
prior to delivery of Customer’s Aircraft to the Lessee.
	 
	 	(ii)	 	Category 2 is for a major sub-model
differences introduction into the Lessee’s fleet. The
Lessee operates or is scheduled to accept delivery of an
aircraft that is in the same model family as the Aircraft
prior to delivery of Customer’s Aircraft to the Lessee and
is not determined to be Category 3.
	 
	 	(iii)	 	Category 3 is for a minor sub-model
differences introduction into the Lessee’s fleet. The
Lessee operates or is scheduled to accept delivery of an
aircraft that is the same sub-model or a sub-model with
minor variation from the Aircraft prior to delivery of
Customer’s Aircraft to the Lessee.





          4.1.1 After Customer identifies the Lessee of an Aircraft to Boeing, Boeing will promptly give
written notice to Customer of the Customer Support category and which Customer Support Document
(Supplemental Exhibit CS1-1, CS1-2 or CS1-3) in the Purchase Agreement is applicable to such
Lessee. For avoidance of doubt, Boeing will be obligated to provide only one Customer Support
Document package (CS1-1, CS1-2 or CS1-3) to any Lessee.




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Air Lease Corporation

LSQ-PA-03524-LA-1001403

Page 4




          4.1.2 Boeing will provide the training, services and Materials set forth in Supplemental
Exhibit CS1-1, CS1-2 or CS1-3 to the Purchase Agreement under the terms, conditions and provisions
thereof to Lessees in Categories 1, 2 or 3 respectively; provided, that such Lessees are the
initial Lessees of the Aircraft.




     4.2 [*]



     4.3 Prior to the provision of any training, services and Materials, Customer and Lessee will
enter into a partial assignment of certain rights and duties under the Purchase Agreement
containing terms and conditions based on the form of Attachment A to this Letter Agreement. Such
partial assignment will relate only to training, services and Materials, will not assign warranty
or other rights under the Purchase Agreement, which will be reserved until delivery and assigned at
that time, and will be subject to Boeing’s consent pursuant to the provisions of Article 9 of the
AGTA. Notwithstanding the assignment described herein, Customer acknowledges that it remains
responsible for performance of all the terms and conditions of the Purchase Agreement. In addition,
Customer will require Lessee to provide the protections described in Article 8 of the AGTA.
Customer expressly agrees that Boeing’s providing all or part of the training, services and
Materials prior to receipt of the insurance certificate described in Article 8 of the AGTA or other
evidence of Lessee’s compliance with the provisions of Article 8 of the AGTA, will not release
Customer from any obligations described herein.



     4.4 Spare Parts.



     It is understood that the Lessee of each Aircraft will require spare parts to support
operations of the Aircraft. At the time Lessee is identified as provided in paragraph 2, above,
Customer will confirm whether Lessee has a Customer Services General Terms Agreement (CSGTA) with
Boeing, and, if not, advise Lessee of the requirement to enter into a CSGTA and spares provisioning
agreements with Boeing in a timely manner in order to provision for spare parts.





 




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





BOEING PROPRIETARY



 









 












Air Lease Corporation

LSQ-PA-03524-LA-1001403

Page 5




5. Schedule Requirements.




     In the event of late notification by Customer of the identity of the Lessee as required by
paragraph 2 above, Boeing’s ability to schedule and provide the training, services and Materials
and initial provisioning of spare parts to support a Lessee’s operation of the Aircraft may be
subject to subcontracting of such support services to third parties or to severe curtailment of
such training, services and Material if such subcontracting is not practicable; [*].



6. Assignment of Additional Rights at Delivery.




     At the time of delivery by Boeing of any Aircraft to Customer and Customer’s re-delivery of an
Aircraft to an initial Lessee, Customer and Lessee will enter into an assignment of the remaining
rights and duties under the Purchase Agreement (including warranty rights), pursuant to the
provisions of Article 9 of the AGTA.



7. 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 7) 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 7. Customer shall be fully responsible to
Boeing for compliance with such obligations.



	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By

	 	/s/ Katherine B. Gunal
 

	 	 








 




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





BOEING PROPRIETARY




 









 










Air Lease Corporation

LSQ-PA-03524-LA-1001403

Page 6




	 	 	 	 	 

	Its Attorney-In-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 
	 
	 	 	 	 
	Date: September 30, 2010	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By

	 	/s/ Grant Levy
 

	 	 
	 
	 	 	 	 
	Its

	 	Executive Vice President	 	 






BOEING PROPRIETARY






 









 








ATTACHMENT A

LETTER AGREEMENT LSQ-PA-03524-LA-1001403

EXPLANATION & INSTRUCTIONS:




     The Partial Assignment of Rights form which follows as Attachment A must be executed prior to
the provision of the training, services and Materials described in the applicable Supplemental
Exhibit (Customer Support Document) to the Purchase Agreement. It assigns only rights described in
such document and does not assign warranty or other rights under the Purchase Agreement, which are
reserved until delivery and are assigned at that time.



BOEING PROPRIETARY




 









 





Attachment A to

LSQ-PA-03524-LA-1001403

Page 2




Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207




	 	 	 

	Attention:

	 	Vice President — Contracts
	 

	 	Mail Stop 75-38
	 
	 	 
	Subject:

	 	Partial Assignment of Rights — Air Lease Corporation as Lessor
and ________________________ as Lessee of Model 737-800
Aircraft





Gentlemen:




     In connection with the lease by Air Lease Corporation (Customer) to ________________________
(Lessee) of a Boeing aircraft (more fully described below), reference is made to the following
documents:




	 	(i)	 	Purchase Agreement No. PA-03524 dated as of
+, 2010, between The Boeing Company (Boeing) and Customer, as
amended and supplemented (Purchase Agreement), under which
Customer purchased Boeing Model 737-800 aircraft, including
certain aircraft which have been designated for lease to
Lessee (Aircraft).
	 
	 	(ii)	 	Aircraft General Terms Agreement No. LSQ
dated as of +, 2010, between Boeing and Customer, as amended
and supplemented (AGTA), which defines terms and conditions
referenced in the Purchase Agreement.
	 
	 	(iii)	 	+ dated as of +, 20+ between Customer and
Lessee relating to the lease of the Aircraft (Lease).





     Pursuant to the Lease, Customer has agreed to lease the Aircraft to Lessee. Included in such
Lease is the transfer to Lessee of certain rights to receive training, support and services, and
other things related to the Aircraft under the provisions of Supplemental Exhibit CS1 (Customer
Support Document) to the Purchase Agreement. In order to accomplish such transfer of such rights,
as authorized by the provisions of Article 9 of the AGTA, the parties agree as follows:



BOEING PROPRIETARY




 









 





Attachment A to

LSQ-PA-03524-LA-1001403

Page 3




1. Lessee’s Agreement to be Bound.




     In consideration of Boeing’s acknowledgment of this notice, Lessee, its successors and
permitted assigns, hereby agree to be bound by and comply with all applicable terms, conditions,
and limitations of the Purchase Agreement including, without limitation, the exclusion of
liability, disclaimer, and insurance provisions of the AGTA as incorporated into the Purchase
Agreement.



2. Lessee’s Insurance.




     Boeing’s obligation to provide the training, services and Materials to Lessee is conditioned
on the receipt by Boeing of evidence of compliance by Lessee with the insurance requirements set
forth in Article 8.2 of the AGTA, prior to the provision of such training, services and Materials.



3. Continuing Lessor Rights and Obligations.




     Customer reserves to itself all rights, claims and interests it may have under the Purchase
Agreement not expressly assigned to Lessee hereunder and Customer acknowledges that it remains
responsible to perform all of the terms and conditions of the Purchase Agreement, including without
limitation responsibility (i) for any payments due Boeing with respect to the Aircraft under
Article 3 (Price) and Article 4 (Payment) of the Purchase Agreement and any Spare Parts or Leased
Parts for the Aircraft ordered by Customer under Customer’s CSGTA, and (ii) for the risk
protections specified in Article 8 of the AGTA.



4. Appointment of Lessee.




     Customer hereby assigns to Lessee the sole authority to exercise all rights and powers of
Customer with respect to the training, services and Materials under the Customer Support Document
to the Purchase Agreement. Such authorization will continue until Boeing will have received from
Customer written notice to the contrary addressed to Boeing’s Vice President — Contracts, P.O. Box
3707, Seattle, Washington 98124-2207 (by courier: 1901 Oakesdale Avenue SW, Renton, WA 98055).
Until Boeing will have received such notice, Boeing will be entitled to deal exclusively and solely
with Lessee with respect to the training, services and Materials and with respect to the rights,
powers, duties or obligations under the Customer Support Document to the Purchase Agreement, and
all actions taken by Lessee or agreements entered into by Lessee with respect to such training,
services and Materials during the period prior to Boeing’s receipt of such notice will be final and
binding upon Customer.



BOEING PROPRIETARY




 









 





Attachment A to

LSQ-PA-03524-LA-1001403

Page 4




5. Modification, Revision or Substitution of Training, Services and Materials.




     Customer and Lessee agree that the appointment of Lessee set forth in paragraph 4 herein
includes the authority, with Boeing’s agreement, to modify, revise or substitute the form, type,
and scope of the training, services and Materials; provided however, that such modification,
revision or substitution does not create any additional financial obligation by Customer to Boeing.
It is further understood and agreed that the provisions of this assignment (including but not
limited to matters of exclusion of liability, disclaimer, and insurance) will apply to the
provision by Boeing of such modified, revised or substituted training, services and Materials to
the same extent as if they were specifically described in the Purchase Agreement.



6. Boeing Rights and Obligations.




     Customer and Lessee confirm expressly for the benefit of Boeing that nothing in this
assignment will (i) subject Boeing to any obligation or liability to which it would not otherwise
be subject under the Purchase Agreement or limit, restrict, or change in any respect Boeing’s
rights, representations, warranties, indemnities or other agreements thereunder, except as
otherwise expressly provided herein, (ii) limit any rights of set-off Boeing may have under
applicable law, or (iii) require Boeing to divest itself of title to or possession of the Aircraft
until delivery thereof and payment therefore as provided in the Purchase Agreement.



7. Signing in Counterparts.




     This assignment may be signed by the parties hereto in separate counterparts, each of which
when executed and delivered will be an original, but all such counterparts will together constitute
but one and the same instrument.



8. GOVERNING LAW.




     THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND EXCLUSIVE OF WASHINGTON’S CONFLICTS OF LAWS
RULES.



BOEING PROPRIETARY




 









 





Attachment A to

LSQ-PA-03524-LA-1001403

Page 5




9. Lessee Acceptance.




     Lessee hereby accepts the authorizations set forth in paragraphs 4 and 5 herein.



     We request that Boeing, upon receipt of this letter, acknowledge receipt thereof and confirm
the transfer of rights under the Purchase Agreement as set forth above, by signing the
acknowledgment set forth below and forwarding one copy of this letter, so acknowledged, to each of
the undersigned.



     IN WITNESS WHEREOF, the parties hereto have caused this Partial Assignment of Rights agreement
to be duly executed as of the dates written below.



	 	 	 	 	 	 	 

	Very truly yours,	 	 	 	 
	 
	 	 	 	 	 	 
	AIR LEASE CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	Its
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	                     , 20
	 	 		 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	LESSEE	 	 	 	 
	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	Its
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 






BOEING PROPRIETARY




 









 






Attachment A to

LSQ-PA-03524-LA-1001403

Page 6




Boeing Acknowledgment




     Receipt of the above letter acknowledged and transfer of rights under the Purchase Agreement
with respect to the Aircraft as described above confirmed, effective as of the date indicated
below:



	 	 	 	 	 	 	 	 	 

	THE BOEING COMPANY	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 

	 	 

	 	 	 
	 
	 	 	 	 	 	 	 	 
	Its
	 	Attorney-In-Fact	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	                     , 20	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 





BOEING PROPRIETARY





 











 










The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




LSQ-PA-03524-LA-1001404




Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, CA 90067




	 	 	 

	Subject:

	 	Special Matters
	 
	 	 
	Reference:

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






     This letter agreement (Letter Agreement) 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 sixty (60) Aircraft, at the
time of delivery of each such Aircraft, unless otherwise noted, Boeing will provide to Customer the
following credit memoranda. [*]




     1.1 Basic Credit Memorandum. Boeing will issue to Customer a basic credit memorandum
(Basic Credit Memorandum) in the amount of [*] for each Aircraft delivering in [*] and in the
amount of [*] for each Aircraft delivering in [*].



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





 




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





BOEING PROPRIETARY




 









 










Air Lease Corporation

LSQ-PA-03524-LA-1001404

Page 2




     1.3 [*]



     1.4 [*]



     1.5 [*]



     1.6 Escalation of Credit Memoranda.



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





 




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





BOEING PROPRIETARY




 









 










Air Lease Corporation

LSQ-PA-03524-LA-1001404

Page 3




2. Confidential Treatment.




     Customer understands and agrees that the information contained herein represents confidential
business information of Boeing and has value precisely because it is not available generally or to
other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and
officers, (b) employees of Customer with a need to know the contents for performing its
obligations (including, without limitation, those employees performing accounting, finance,
administration and other functions necessary to finance and purchase, deliver or lease the
Aircraft) and who understand they are not to disclose its contents to any other person or entity
(other than those to whom disclosure is permitted by this paragraph 2) without the prior written
consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors
of Customer who have a need to know such information and have signed a confidentiality agreement in
the same form and substance similar to this paragraph 2. Customer shall be fully responsible to
Boeing for compliance with such obligations.



	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By

	 	/s/ Katherine B. Gunal
 

	 	 
	 
	 	 	 	 
	Its

	 	Attorney-In-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 
	 
	 	 	 	 
	Date: September 30, 2010	 	 
	 
	 	 	 	 
	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 
	By

	 	/s/ Grant Levy	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its

	 	Executive Vice President	 	 






BOEING PROPRIETARY