Supplemental Agreement No. 27 to Purchase Agreement No. PA-03791, dated April 6, 2021, by and between Air Lease Corporation and The Boeing Company

THIS SUPPLEMENTAL AGREEMENT is entered into as of April 6, 2021 (Supplemental Agreement No. 27) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).

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

WHEREAS, Boeing and Customer desire to [*].

[*]

WHEREAS, Boeing and Customer desire to clarify that [*].

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

1.TABLE OF CONTENTS.

The Table of Contents is deleted in its entirety and replaced by a new Table of Contents, provided as Enclosure 1, and incorporated into the Purchase Agreement. The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 27.

2.TABLES.

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

    3.1    New Exhibit A2-1, HAZ/[*] 737-8 Aircraft Configurations [*], provided as Enclosure 4 to this Supplemental Agreement No. 27, is incorporated into the Purchase Agreement. [*].

4.    LETTER AGREEMENTS.

    4.1     Letter Agreement HAZ-PA-03791-LA-1208078R9, entitled “[*]” is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208078R10, entitled “[*],” ([*]) which is provided as Enclosure 5 to this Supplemental Agreement No. 27, and incorporated into the Purchase Agreement.

    4.2    Letter Agreement HAZ-PA-03791-LA-1208090R9, entitled “[*]” is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208090R10, entitled “[*]” which is provided as Enclosure 6 to this Supplemental Agreement No. 27, and incorporated into the Purchase Agreement.

    4.3    New Letter Agreement HAZ-PA-03791-LA ###-###-####, entitled “[*]” which is provided as Enclosure 7 to this Supplemental Agreement No. 27, is incorporated into the Purchase Agreement.

5.    [*]

6.1    All terms used but not defined in this Supplemental Agreement No. 27 will have the same meaning as such terms have in the Purchase Agreement.

6.2    This Supplemental Agreement No. 27 will become effective upon execution and receipt by both parties of this Supplemental Agreement No. 27. The terms of this Supplemental Agreement No. 27 will expire if not executed by April 1, 2021.

The Detail Specification is [*]. The Detail Specification provides further description of Customer’s configuration set forth in this Exhibit A2-1. Such Detail Specification will be comprised of Boeing Configuration Specification [*]. Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect [*].

Subject:    Advance Payment Matters

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

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

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

1.Deferred Advance Payment Schedule.

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

[*]

2.[*]

3.[*]

4.[*]

5.Assignment.

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

6.Confidential Treatment.

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

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

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

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

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

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

1.3 [*]

1.4 [*]

1.5 [*]

1.6 [*]

1.7 [*]

1.8 [*]

1.9 [*]

1.10 [*]

1.11 [*]

1.12 [*]

1.13 [*]

1.14 [*]

1.15 [*]

1.16 [*]

1.17 [*]

1.18 [*]

1.19 [*]

1.20 [*]

1.21 [*]

1.22 [*]

1.23 [*]

1.24 [*]

1.25 [*]

1.26 [*]

1.27 [*]

1.28 [*]

1.29 [*]

1.30 [*]

1.31 [*]

1.32 [*]

1.33 [*]

1.34 [*]

1.35 [*]

1.36 [*]

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

2.[*]

3.Assignment.

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

4.Confidentiality.

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

Subject:    Miscellaneous Matters – Block I Aircraft

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

This letter agreement (Letter Agreement) 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. This Letter Agreement applies to the Aircraft in Table 1I of the Purchase Agreement (Block I Aircraft).

1.[*]

2.[*]

3.[*]

4.Maintenance Planning Document Tasks.

4.1 In accordance with AGTA Article 3.1 Certificates, Boeing will provide a FAA Standard Certificate of Airworthiness or Export Certificate of Airworthiness at delivery of each Block I Aircraft. Without exception and for the Block I Aircraft, maintenance tasks with calendar time driven intervals, as defined and performed in accordance with Maintenance Planning Document No. D626A011, are based on the date of issuance of the Certificate of Airworthiness. Prior to delivery, Boeing will issue to Customer documentation which summarizes the maintenance tasks performed on the Block I Aircraft prior to transfer of title of such Block I Aircraft.

4.2 Boeing further confirms that the maintenance clock start-time for landing gear parts and the first landing gear overhaul for the Block I Aircraft begins on the issuance of the Certificate of Airworthiness.

4.3 If there are any future deviations or exceptions to this approach on the timing of the maintenance clock start-time for the Block I Aircraft, as determined by the FAA or another civil aviation authority, then Boeing will assist Customer in any related technical discussions with the aim of sharing Boeing’s rationale for why time driven maintenance intervals are, from a Boeing perspective, based on the issuance of the Certificate of Airworthiness.

4.4 Upon delivery of the Block I Aircraft to Customer, Boeing will provide a list of all hard time parts, life limited parts and time tracked parts installed on the Block I Aircraft, which will include the relevant time consumed for such parts. In addition, Boeing will support any other reasonable Customer requests for traceability documents involving equipment installed on Block I Aircraft.

4.5 Boeing is looking into a potential attachment to the Airworthiness Directive letters to provide compliance statements (including method of compliance) and support documentation related to the 737-8 and 737-9 return to service airworthiness directive as issued by the FAA, EASA and any other regulatory authority having specific return to service requirements.

5.[*]

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 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.