Supplemental Agreement No. 26 to Purchase Agreement No. PA-03791, dated December 30, 2020, by and between Air Lease Corporation and The Boeing Company

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EXHIBIT 10.91

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

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Supplemental Agreement No. 26

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to

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Purchase Agreement No. 03791

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between

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THE BOEING COMPANY

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and

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AIR LEASE CORPORATION

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THIS SUPPLEMENTAL AGREEMENT is entered into as of December 30, 2020 (Supplemental Agreement No. 26) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).

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

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WHEREAS, Boeing and Customer desire to [*].

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[*]

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

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

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WHEREAS, [*];

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

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

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

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BOEING PROPRIETARY

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1.TABLE OF CONTENTS.

The Table of Contents is deleted in its entirety and replaced by a new Table of Contents, provided as Enclosure 1, and incorporated into the Purchase Agreement. The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 26.

2.1Table 1A is deleted in its entirety and is replaced by a revised Table 1A, provided hereto as Enclosure 2, which is incorporated into the Purchase Agreement by this reference. This new Table 1A reflects [*].

2.2Table 1B is deleted in its entirety and is replaced by a revised Table 1B, provided hereto as Enclosure 3, which is incorporated into the Purchase Agreement by this reference. This new Table 1B reflects [*].

2.3Table 1C is deleted in its entirety and is replaced by a revised Table 1C, provided hereto as Enclosure 4, which is incorporated into the Purchase Agreement by this reference. This new Table 1C reflects [*].

2.4Table 1D is deleted in its entirety and is replaced by a revised Table 1D, provided hereto as Enclosure 5, which is incorporated into the Purchase Agreement by this reference. This new Table 1D reflects [*].

3.EXHIBITS.

3.1Exhibit A23, HAZ/[*] 737-9 Aircraft Configuration [*], provided as Enclosure 6 to this Supplemental Agreement No. 26, in incorporated into the Purchase Agreement.  This Exhibit A23 defines the configuration for the 737-9 Aircraft to be leased to [*] in Table 1B.

4.LETTER AGREEMENTS.

4.1Letter Agreement HAZ-PA-03791-LA ###-###-####, entitled [*] provided hereto as Enclosure 7, is incorporated into the Purchase Agreement by this reference.

5.[*]

6.MISCELLANEOUS.

6.1All terms used but not defined in this Supplemental Agreement No. 26 will have the same meaning as such terms have in the Purchase Agreement.

6.2This Supplemental Agreement No. 26 will become effective upon execution and receipt by both parties of this Supplemental Agreement No. 26. The terms of this Supplemental Agreement No. 26 will expire if not executed by December 30, 2020.

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BOEING PROPRIETARY

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

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BOEING PROPRIETARY

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Enclosure 1

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TABLE OF CONTENTS

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BOEING PROPRIETARY

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BOEING PROPRIETARY

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Enclosure 1

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TABLE OF CONTENTS

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BOEING PROPRIETARY

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BOEING PROPRIETARY

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Enclosure 1

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TABLE OF CONTENTS

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BOEING PROPRIETARY

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Enclosure 2

Table 1A

to Purchase Agreement No. PA-03791

737-8 Block A [*] Aircraft Delivery, Description, Price and Advance Payments

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[*]

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

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Enclosure 3

Table 1B

to Purchase Agrement No. PA-03791

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

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

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Enclosure 4

Table 1C

to Purchase Agreement No. PA-03791

737-8 Block C [*] Aircraft Delivery, Description, Price and Advance Payments

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

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Enclosure 5

Table 1D

to Purchase Agreement No. PA-03791

737-8 Block D [*] Aircraft Delivery, Description, Price and Advance Payments

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[*]

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

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Enclosure 6

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HAZ/[*] 737-9 AIRCRAFT CONFIGURATION [*]

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between

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THE BOEING COMPANY

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and

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AIR LEASE CORPORATION

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Exhibit A23

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to Purchase Agreement Number PA-03791

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BOEING PROPRIETARY

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Exhibit A23

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AIRCRAFT CONFIGURATION

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Dated December 30, 2020

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relating to

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BOEING MODEL 737-9 AIRCRAFT

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The Detail Specification is [*].  The Detail Specification provides further description of Customer’s configuration set forth in this Exhibit A. Such Detail Specification will be comprised of Boeing Configuration Specification [*]. Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect [*].

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BOEING PROPRIETARY

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Exhibit A23 to

Boeing Purchase Agreement

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[*]

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HAZ-PA-03791-LA ###-###-####

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Air Lease Corporation

2000 Avenue of the Starts, Suite 1000N

Los Angeles, California 90067

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Subject:          [*]

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

1.         [*]

2.         [*]

3.         [*]

4.ASSIGNMENT.  CUSTOMER MAY NOT ASSIGN OR TRANSFER ITS RIGHTS AND OBLIGATIONS UNDER THIS LETTER AGREEMENT TO AN ASSIGNEE OR SUCCESSOR WITHOUT PRIOR WRITTEN APPROVAL OF BOEING.

5.GOVERNING LAW. THIS LETTER AGREEMENT WILL BE INTERPRETED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, U.S.A., EXCEPT THAT THE CONFLICT OF LAWS PROVISIONS UNDER WASHINGTON LAW WILL NOT BE APPLIED FOR THE PURPOSE OF MAKING OTHER LAW APPLICABLE.

6.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

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

7.         Expiration. This Letter Agreement will become effective upon execution and receipt by all parties of this Letter Agreement on or before December 30, 2020, after which date this Letter Agreement will be null and void and have no force or effect.

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