Document

Exhibit 10.8
CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.




Supplemental Agreement No. 16


to


Purchase Agreement No. PA-03659


between


The Boeing Company


and


Air Lease Corporation




This Supplemental Agreement is entered into as of February 16, 2022 (Supplemental Agreement No. 16) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer);
All terms used but not defined in this Supplemental Agreement No. 16 have the same meaning as in the Purchase Agreement;
WHEREAS, Boeing and Customer have entered into Purchase Agreement No. PA-03659, dated October 31, 2011 as amended, and supplemented, (Purchase Agreement) relating to the purchase and sale of Boeing Model 787-9 Aircraft and Model 787-10 Aircraft; and
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*]; and
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*]; and
WHEREAS, Boeing and Customer desire to [*]; and 
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*]; and
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*]; and
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
									
			Page i

			
		BOEING PROPRIETARY	








1.TABLE OF CONTENTS.
The Table of Contents of the Purchase Agreement is deleted in its entirety and replaced by a new Table of Contents, provided as Enclosure 1 to this Supplemental Agreement No. 16 which reflects the revisions set forth in this Supplemental Agreement No. 16.
2.TABLE 1.
a.Table 1C to Purchase Agreement No. PA-03659, 787-10 Block A Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines is deleted in its entirety and replaced by a revised Table 1C to Purchase Agreement No. PA-03659, 787-10 Block A Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines provided as Enclosure 2 to this Supplemental Agreement No. 16 to [*].
b.Table 1C to Purchase Agreement No. PA-03659, 787-10 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric Engines is deleted in its entirety and replaced by a revised Table 1C to Purchase Agreement No. PA-03659, 787-10 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric Engines provided as Enclosure 3 to this Supplemental Agreement No. 16 to reflect [*].
c.Table 1F to Purchase Agreement No. PA-03659, 787-9 Block E Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines is deleted in its entirety and replaced by a revised Table 1F to Purchase Agreement No. PA-03659, 787-9 Block E Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines provided as Enclosure 4 to this Supplemental Agreement No. 16 to reflect [*].
d.Table 1F to Purchase Agreement No. PA-03659, 787-9 Block E Aircraft Delivery, Description, Price and Advance Payments General Electric Engines is deleted in its entirety and replaced by a revised Table 1F to Purchase Agreement No. PA-03659, 787-9 Block E Aircraft Delivery, Description, Price and Advance Payments General Electric Engines provided as Enclosure 5 to this Supplemental Agreement No. 16 to reflect [*].
3.EXHIBITS
a.Exhibit A7, HAZ/[*] 787-9 Aircraft Configuration [*], provided as Enclosure 6 to this Supplemental Agreement No. 16 is hereby incorporated into the Purchase Agreement to identify the configuration applicable to the 787-9 Aircraft with Lessee ID as [*].
4.LETTER AGREEMENTS.
a.Letter Agreement HAZ-PA-03659-LA-1104720R11, Advance Payment Matters, is deleted in its entirety and replaced by a revised Letter Agreement HAZ-PA-03659-LA-1104720R12, Advance Payment Matters, provided as Enclosure 7 to this Supplemental Agreement No. 16, which addresses the addition of the SA-16 Aircraft.
b.Letter Agreement LA-1301080R8, Special Matters - 787-9 Blocks B, C, D and E Aircraft, is deleted in its entirety and replaced by a revised Letter Agreement LA-1301080R9, Special Matters - 787-9 Blocks B, C, D, E, and F Aircraft, provided as Enclosure 8 to this Supplemental Agreement No. 16, which reflects the amendments necessary the SA-16 Aircraft.
5.PAYMENT CONSIDERATIONS.
[*] 
									
	HAZ-PA-03659-SA-16
		Page ii

			
		BOEING PROPRIETARY	








6.MISCELLANEOUS.
a.The Purchase Agreement is amended as set forth above, and all other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.  Any Tables of Contents, Tables, Supplemental Exhibits, Letter Agreements or other documents that are listed in the Sections above are incorporated into this Supplemental Agreement by this reference.
b.This Supplemental Agreement will become effective upon execution and receipt by both parties of both this Supplemental Agreement No. 16 and Supplemental Agreement No. 30 under Purchase Agreement 3791 on or before February 22, 2022 after which date this Supplemental Agreement will be null and void and have no force or effect.


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


															
	THE BOEING COMPANY
		AIR LEASE CORPORATION

					
	By:
	/s/ Sydney A. Bard                          
		By:	/s/ Grant Levy                               
					
	Its:	Attorney-In-Fact                                         		Its:
	Executive Vice President           




									
	HAZ-PA-03659-SA-16
		Page iii

			
		BOEING PROPRIETARY	






Enclosure 1



PURCHASE AGREEMENT NUMBER PA-03659


between


THE BOEING COMPANY


and


Air Lease Corporation


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


















































									
	PA 3659		SA-16





Enclosure 1

TABLE OF CONTENTS


									
	ARTICLES	
	Article 1.	Quantity, Model, Description and Inspection	SA-2
	Article 2.	Delivery Schedule	SA-2
	Article 3.	Price	SA-2
	Article 4.	Payment	SA-2
	Article 5.	Additional Terms	SA-2




									
	TABLE	
	1A.
	787-9 Block A Aircraft Information Table
	SA-8
	1B.
	787-9 Block B Aircraft Information Table
	SA-7
	1C.
	787-10 Block A Aircraft Information Table 
	SA-16
	1D.
	787-9 Block C Aircraft Information Table
	SA-8
	1E.	787-9 Block D Aircraft Information Table	SA-11
	1F.	787-9 Block E Aircraft Information Table	SA-16




									
	EXHIBIT	
	A1.	HAZ/[*] 787-9 Aircraft Configuration	SA-7
	A2.	HAZ/[*] 787-9 Aircraft Configuration	SA-7
	A3.	HAZ/[*] 787-9 Aircraft Configuration 	SA-8
	A4.	HAZ/[*] 787-9 Aircraft Configuration	SA-11
	A5.	HAZ/[*] 787-10 Aircraft Configuration	SA-15
	A6.	HAZ/[*] 787-10 Aircraft Configuration	SA-15
	A7	HAZ/[*] 787-9 Aircraft Configuration [*]
	SA-16
	B.	Aircraft Delivery Requirements and Responsibilities	SA-2




									
	SUPPLEMENTAL EXHIBITS	
	AE1.	Escalation Adjustment Airframe and Optional Features    	SA-2
	BFE1.	BFE Variables	SA-7
	CS1.	Customer Support Document	SA-15
	EE1.	[*], Engine Warranty and Patent Indemnity –General Electric Engines
	SA-2
	EE1.	[*], Engine Warranty and Patent Indemnity – Rolls Royce Engines	SA-2
	SLP1.	Service Life Policy Components	SA-2












									
	PA 3659		SA-16





Enclosure 1

LETTER AGREEMENTS									
	LA-1104716R1	[*]
	SA-2
	LA-1104717R1	Demonstration Flight Waiver	SA-2
	LA-1104718R1	[*]	SA-2
	LA-1104719R1	Other Matters	SA-2
	LA-1104720R12	Advance Payment Matters
	SA-16
	LA-1104721R1	[*]	SA-2
	LA-1104722R1	Assignment of Customer’s Interest to a Subsidiary or Affiliate	SA-2
	LA-1104724	e-Enabling Software Matters
	
	LA-1104725R1	[*]	SA-2
	LA-1104726R1	Special Matters relating to COTS Software and End User     License Agreements	SA-2
	LA-1104727R2	AGTA Matters	SA-2
	LA-1104728R1	Leasing Matters for 787 Aircraft	SA-2
	LA-1104729R1	Liquidated Damages – Non-Excusable Delay	SA-2
	LA-1104730R5	Open Configuration Matters	SA-10
	LA-1104731R1	Performance Guarantees – 787-10 Block A Aircraft 
	SA-2
	LA-1104733R1	Special Terms - Seats and In-flight Entertainment
	SA-2
	LA-1104734R2
	Special Matters – 787-9 Block A Aircraft
	SA-6

	LA-1300863
	Performance Guarantees – 787-10 Block A Aircraft 
	SA-2

	LA-1300864R3
	Performance Guarantees – 787-9 Block B, C, D, and E Aircraft
	SA-10

	LA-1301080R9
	Special Matters – 787-9 Blocks B, C, D, and E Aircraft 
	SA-16

	LA-1301081R1
	Special Matters – 787-10 Block A Aircraft 
	SA-10

	LA-1301082R2
	[*]
	SA-7
		Promotional Support – 787-10 Aircraft 
	SA-2

	LA-1301083
	[*]
	SA-2

	LA-1301084
	[*]
	SA-10

	LA-1302043R1
	[*]
	
	LA-1302348R1
	[*]
	SA-2

			
	LA-1601083	Special Matters Relating to In-Seat IFE [*]	SA-7
	LA-1605597	[*]
	SA-9
	LA-1805142	[*]	SA-10
	LA-1805362	Model 787 Post-Delivery Software and Data Loading	SA-10
	LA-1901662	Installation of Cabin Systems Equipment    	SA-13




									
	PA 3659		SA-16






									
		Table 1C To	Enclosure 2
	Purchase Agreement No. PA-03659
787-10 Block A Aircraft Delivery, Description, Price and Advance Payments
Rolls Royce Trent 1000-J Engines



																																													
	Airframe Model/MTOW:	787-10	553000 pounds						Detail Specification:			787B1-3806-E (5/10/2013)
	Engine Model/Thrust:	TRENT1000-J	74100 pounds						Airframe Price Base Year/Escalation Formula:	[*]	[*]
	Airframe Price:		[*]							Engine Price Base Year/Escalation Formula:	[*]	[*]
	Optional Features:		[*]									
	Sub-Total of Airframe and Features:	[*]							Airframe Escalation Data:		
	Engine Price (Per Aircraft):	[*]							Base Year Index (ECI):		[*]	
	Aircraft Basic Price (Excluding BFE/SPE):	[*]							Base Year Index (CPI):		[*]	
	Buyer Furnished Equipment (BFE) Estimate:	[*]							Engine Escalation Data:			
	In-Flight Entertainment (IFE) Estimate:	[*]							Base Year Index (ECI):		[*]	
											Base Year Index (CPI):		[*]	
	Refundable Deposit/Aircraft at Proposal Accept:	[*]											
															
			Manufacturer's		Optional	P.A.			Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Delivery	Number of	Serial	Lessee	Features	Exhibit	Engine	Engine	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
	Date	Aircraft	Number		Price	A	Selection	Price	(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]-2025	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]-2025	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
															
	Total:	[*]													
	Note: Serial numbers are provided as guidance only and are subject to change.								


									
			SA-16
	HAZ-PA-03659 63946-1F.TXT	Boeing Proprietary	Page 1







									
		Table 1C To	Enclosure 3
	Purchase Agreement No. PA-03659
787-10 Block A Aircraft Delivery, Description, Price and Advance Payments
General Electric Engines



																																													
	Airframe Model/MTOW:	787-10	553000 pounds						Detail Specification:			787B1-3806-E (5/10/2013)
	Engine Model/Thrust:	GENX-1B74/75	74100 pounds						Airframe Price Base Year/Escalation Formula:	[*]	[*]
	Airframe Price:		[*]							Engine Price Base Year/Escalation Formula:	[*]	[*]
	Optional Features:		[*]									
	Sub-Total of Airframe and Features:	[*]							Airframe Escalation Data:		
	Engine Price (Per Aircraft):	[*]							Base Year Index (ECI):		[*]	
	Aircraft Basic Price (Excluding BFE/SPE):	[*]							Base Year Index (CPI):		[*]	
	Buyer Furnished Equipment (BFE) Estimate:	[*]							Engine Escalation Data:			
	In-Flight Entertainment (IFE) Estimate:	[*]							Base Year Index (ECI):		[*]	
											Base Year Index (CPI):		[*]	
	Refundable Deposit/Aircraft at Proposal Accept:	[*]											
															
			Manufacturer's		Optional	P.A.			Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Delivery	Number of 	Serial	Lessee	Features	Exhibit	Engine	Engine	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
	Date	Aircraft	Number		Price	A	Selection	Price	(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
	[*]-2019*	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]-2025	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	Total:	23													
															
	[*]														
															
	Note: Serial numbers are provided as guidance only and are subject to change.								


									
			SA-16
	HAZ-PA-03659 63946-1F.TXT	Boeing Proprietary	Page 1







									
		Table 1F To	Enclosure 4
	Purchase Agreement No. PA-03659
787-9 Block E Aircraft Delivery, Description, Price and Advance Payments 
Rolls-Royce Engines



																																													
	Airframe Model/MTOW:	787-9	560,000 pounds						Detail Specification:	787B1-4102-V (11/10/2017)
	Engine Model/Thrust:	TRENT1000-J	74,400 pounds						Airframe Price Base Year/Escalation Formula:	[*]	[*]
	Airframe Price:		[*]							Engine Price Base Year/Escalation Formula1:
	[*]	[*]
	Optional Features:		[*]									
	Sub-Total of Airframe and Features:	[*]							Airframe Escalation Data:		
	Engine Price (Per Aircraft)1:
	[*]							Base Year Index (ECI):		[*]	
	Aircraft Basic Price (Excluding BFE/SPE):	[*]							Base Year Index (CPI):		[*]	
	Buyer Furnished Equipment (BFE) Estimate:	[*]							Engine Escalation Data:			
	In-Flight Entertainment (IFE) Estimate:	[*]							Base Year Index (ECI):		[*]	
	Deposit per Aircraft:	[*]							Base Year Index (CPI):		[*]	
															
		Number	Escalation	Escalation	Manufacturer	P.A.		Escalation Estimate	Engine 	Engine	Engine	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Delivery	of	Factor	Factor	Serial	Ex	Lessee	Adv Payment Base	Thrust	Price2
	Baseyear3
	[*]	[*]	[*]	[*]
	Date	Aircraft	(Airframe)	(Engine)	Number	A		Price Per A/P	Selection			[*]	[*]	[*]	[*]
	[*]-2020	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]-2025	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	Total:	[*]													
															
	[*]														
															
	[*]														
															
	[*]														
															
	Note: Serial numbers are provided as guidance only and are subject to change.								


									
			SA-16
	HAZ-PA-03659 110418-1F.txt	Boeing Proprietary	Page 1







									
		Table 1F To	Enclosure 5
	Purchase Agreement No. PA-03659 
787-9 Block E Aircraft Delivery, Description, Price and Advance Payments 
General Electric Engines



																																													
	Airframe Model/MTOW:	787-9	560,000 pounds						Detail Specification:	787B1-4102-V (11/10/2017)
	Engine Model/Thrust:	GENX-1B74/75	74,100 pounds						Airframe Price Base Year/Escalation Formula:	[*]	[*]
	Airframe Price:		[*]							Engine Price Base Year/Escalation Formula1:
	[*]	[*]
	Optional Features:		[*]									
	Sub-Total of Airframe and Features:	[*]							Airframe Escalation Data:		
	Engine Price (Per Aircraft)1:
	[*]							Base Year Index (ECI):		[*]	
	Aircraft Basic Price (Excluding BFE/SPE):	[*]							Base Year Index (CPI):		[*]	
	Buyer Furnished Equipment (BFE) Estimate:	[*]							Engine Escalation Data:			
	In-Flight Entertainment (IFE) Estimate:	[*]							Base Year Index (ECI):		[*]	
	Deposit per Aircraft:	[*]							Base Year Index (CPI):		[*]	
															
		Number	Escalation	Escalation	Manufacturer	P.A.		Escalation Estimate	Engine 	Engine	Engine	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Delivery	of	Factor	Factor	Serial	Ex	Lessee	Adv Payment Base	Thrust	Price2
	Baseyear3
	[*]	[*]	[*]	[*]
	Date	Aircraft	(Airframe)	(Engine)	Number	A		Price Per A/P	Selection			[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]-2020	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	[*]-2025	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
															
	Total:	[*]									 				
	[*]														
	[*]														
															
															
	[*]														
															
									
															
	Note: Serial numbers are provided as guidance only and are subject to change.								


									
			SA-16
	HAZ-PA-03659 110415-1F.txt	Boeing Proprietary	Page 1







									
			Enclosure 6



HAZ/[*] 787-9 AIRCRAFT CONFIGURATION


between


THE BOEING COMPANY


and


Air Lease Corporation


Exhibit A7


to Purchase Agreement Number PA-03659




									
	HAZ-PA-03659-EXA7
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			Enclosure 6



Exhibit A


AIRCRAFT CONFIGURATION


Dated February 16, 2022


relating to


BOEING MODEL 787-9 AIRCRAFT


The Detail Specification is Boeing document number [*]. The Detail Specification provides further description of the configuration set forth in this Exhibit A7. Such Detail Specification will be comprised of Boeing configuration specification [*]. As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect [*].




									
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	BOEING PROPRIETARY
Exhibit A7 To
Boeing Purchase Agreement



			
	[*]


									
	PA 3659 - Exhibit A7 HAZ/[*] 787-9 2018$	Boeing Proprietary	SA-16






												
				Enclosure 7
	
		The Boeing Company 
P.O. Box 3707 
Seattle, WA 98124 2207



HAZ-PA-03659-LA-1104720R12




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


Subject:    Advance Payment Matters


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


This letter agreement (Letter Agreement) cancels and supersedes letter agreement HAZ-PA-03659-LA-1104720R11 and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
The Purchase Agreement incorporates the terms and conditions of HAZ-AGTA (AGTA) between Boeing and Customer.  This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.


1.Alternative Fixed Advance Payment Schedule.
1.1Notwithstanding the Aircraft advance payment schedule provided in Table 1 of the Purchase Agreement Customer may elect to pay an alternative fixed advance payment schedule for the respective Aircraft, as set forth in the table below (Alternative Fixed Advance Payment Schedule). 
1.2Alternative Fixed Advance Payment Schedule – 787-9 Block A Aircraft.
[*]


1.3Alternative Fixed Advance Payment Schedule – 787-9 Block B Aircraft.
[*]


1.4Alternative Fixed Advance Payment Schedule – 787-9 Block C, 787-9 Block D Aircraft, and 787-9 Block E Aircraft.
[*]
1.5Alternative Fixed Advance Payment Schedule – 787-10 Block A Aircraft
[*]


1.6[*]


									
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				Enclosure 7
	
			



2.[*]
3.[*]
4.[*]


5.Confidentiality.
Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b)  employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 5), without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 5.  Customer shall be fully responsible to Boeing for compliance with such obligations.  
6.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft and cannot be assigned in whole or, in part.
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.


									
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				Enclosure 7
	
			



Very truly yours,


												
	THE BOEING COMPANY
	By	/s/ Sydney Bard

	
	Its	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
	
	Date:	February 16, 2022	
	
	AIR LEASE CORPORATION
	
	By	/s/ Grant Levy
	
	Its	Executive Vice President




									
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				Enclosure 8
	
		The Boeing Company 
P.O. Box 3707 
Seattle, WA 98124 2207



HAZ-PA-03659-LA-1301080R9




Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067


Subject:    Special Matters – 787-9 Blocks B, C, D, and E Aircraft


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


This letter agreement (Letter Agreement) cancels and supersedes letter agreement HAZ-PA-03659-LA-1301080R8 and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement applies only to [*].
1.Credit Memoranda.
1.1Basic Credit Memorandum.  At the time of delivery of each 787-9 Aircraft, Boeing will issue to Customer a Basic Credit Memorandum in the following amount:
									
	Applicable Aircraft	Amount (U.S. Dollars)	Base Year
	787-9 Block B Aircraft	[*]	[*]
	787-9 Block C Aircraft	[*]	[*]
	787-9 Block D Aircraft	[*]	[*]
	787-9 Block E Aircraft	[*]	[*]


1.2Leasing Credit Memorandum.  Customer expressly intends to lease the Aircraft to a third party or parties (Lessee or Lessees) who is/are in the commercial airline business as aircraft operator(s).  As an incentive for and in consideration of Customer entering into a lease for the 787-9 Aircraft prior to delivery of the 787-9 Aircraft to be leased, in accordance with the requirements set forth in the Purchase Agreement, Boeing will issue to Customer a Leasing Credit Memorandum, which under no circumstances may be assigned, in the following amount: [*]
1.3[*]
1.4[*]
1.5[*]
1.6[*] 
1.7[*]
        
1.8[*]
1.9[*]
1.10[*] 
									
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1.11[*]
1.12[*]
1.13[*]
1.14[*]
1.15[*]
1.16[*]
1.17[*]
1.18[*]
1.19[*]
1.20[*] 


2.Escalation of Credit Memoranda.
Unless otherwise noted, the amounts of the Credit Memoranda stated in [*] and will be escalated to the scheduled month of the respective 787-9 Block B, C, D, and E Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft.  The Credit Memoranda are stated in U.S. Dollars and 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).


3.[*] 
4.[*]
5.[*] 
6.[*] 
7.[*] 
8.[*] 
9.[*] 


10.Confidentiality.
Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b)  employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand 
									
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				Enclosure 8
	
			



they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 10), 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 10.  Customer shall be fully responsible to Boeing for compliance with such obligations.




Very truly yours,


									
	THE BOEING COMPANY
	By	/s/ Sydney Bard

	
	Its	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
	
	Date:	February 16, 2022
	
	AIR LEASE CORPORATION
	
	By	/s/ Grant Levy
	
	Its	Executive Vice President








									
	HAZ-PA-03659-LA-1301080R9
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		BOEING PROPRIETARY