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Supplemental Agreement No. 28 to Purchase Agreement No. PA-03791, dated July 22, 2021, by and between Air Lease Corporation and The Boeing Company

Contract Categories: Real Estate - Lease Agreements
EX-10.6 8 ex-106xq321.htm EX-10.6 Document

Exhibit 10.6

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. 28
to
Purchase Agreement No. 03791
between
THE BOEING COMPANY
and
AIR LEASE CORPORATION
THIS SUPPLEMENTAL AGREEMENT is entered into as of July _22__, 2021 (Supplemental Agreement No. 28) 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 previously agreed to [*].
[*]
WHEREAS, Boeing and Customer wish to [*].
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*]; and
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*].
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
HAZ-PA-03791
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BOEING PROPRIETARY


new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 28.
2.TABLES.
2.1    Table 1A is deleted in its entirety and replaced by a revised Table 1A, provided as Enclosure 2, which is incorporated into the Purchase Agreement by this reference. The new Table 1A [*].
2.2    Table 1B is deleted in its entirety and replaced by a revised Table 1B, provided as Enclosure 3, which is incorporated into the Purchase Agreement by this reference. The new Table 1B [*].
2.3    Table 1J, provided hereto as Enclosure 4, is incorporated into the Purchase Agreement by this reference. This new Table 1J [*].
3.    EXHIBITS.
3.1    New Exhibit A7-1, HAZ/[*] 737-8 Aircraft Configurations [*], provided as Enclosure 5 to this Supplemental Agreement No. 28, is incorporated into the Purchase Agreement. [*].
3.2    New Exhibit A22-1, HAZ/[*] 737-9 Aircraft Configurations [*], provided as Enclosure 6 to this Supplemental Agreement No. 28, is incorporated into the Purchase Agreement. [*].
4.    LETTER AGREEMENTS.
4.1     Letter Agreement HAZ-PA-03791-LA-1208078R10, entitled “[*]” is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208078R11, entitled “[*]” ([*]) which is provided as Enclosure 7 to this Supplemental Agreement No. 28, and incorporated into the Purchase Agreement.
4.2    Letter Agreement HAZ-PA-03791-LA-1208090R10, entitled “[*]” is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208090R11, entitled “[*]” which is provided as Enclosure 8 to this Supplemental Agreement No. 28, and incorporated into the Purchase Agreement.
4.3    New Letter Agreement HAZ-PA-03791-LA ###-###-####, entitled “[*]” which is provided as Enclosure 9 to this Supplemental Agreement No. 28, is incorporated into the Purchase Agreement.

5.    MISCELLANEOUS.
5.1    All terms used but not defined in this Supplemental Agreement No. 28 will have the same meaning as such terms have in the Purchase Agreement.
5.2    This Supplemental Agreement No. 28 will become effective upon execution and receipt by both parties of this Supplemental Agreement No. 28. The terms of this Supplemental Agreement No. 28 will expire if not executed by July 22, 2021.

HAZ-PA-03791
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BOEING PROPRIETARY




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-03791
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BOEING PROPRIETARY

Enclosure 1


TABLE OF CONTENTS
ARTICLESSA No.
Article 1.Quantity, Model and DescriptionSA-4
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms

TABLES
1A737-8 Block A Aircraft Information Table [*]SA-28
1B737-9 Block B Aircraft Information Table [*]SA-28
1C737-8 Block C Aircraft Information Table [*]SA-27
1D737-8 Block D Aircraft Information Table [*]SA-26
1E737-8 Block E Aircraft Information Table [*]SA-14
1F737-7 Block F Aircraft Information Table [*]SA-24
1G737-8 Block G Aircraft Information Table [*]SA-18
1H1737-8 Block H1 Aircraft Information Table [*]SA-18
1H2737-8 Block H2 Aircraft Information Table [*]SA-18
1H3737-8 Block H3 Aircraft Information Table [*]SA-18
1H4737-8 Block H4 Aircraft Information Table [*]SA-18
1H5737-8 Block H5 Aircraft Information Table [*]SA-25
1I737-8 Block I Aircraft Information Table [*]SA-27
1J737-8 Block J Aircraft Information Table [*]SA-28
EXHIBITS
A1HAZ/[*] 737-8 Aircraft ConfigurationSA-16
A2HAZ/[*] 737-8 Aircraft ConfigurationSA-16
A2-1HAZ/[*] 737-8 Aircraft Configuration (Block I)SA-27
A3HAZ/[*] 737-8 Aircraft ConfigurationSA-16
A4HAZ/[*] 737-8 Aircraft ConfigurationSA-16
A5HAZ/[*] 737-8 Aircraft ConfigurationSA-16
HAZ-PA-03791
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Enclosure 1


TABLE OF CONTENTS
A6HAZ/[*] 737-9 Aircraft ConfigurationSA-19
A7HAZ/[*] 737-8 Aircraft Configuration [*]SA-21
A7-1
HAZ/[*] 737-8 Aircraft Configuration [*] (Block J)     
SA-28
A8HAZ/[*] 737-8 Aircraft Configuration [*]SA-21
A9HAZ/[*] 737-8 Aircraft Configuration [*]SA-21
A10HAZ/[*] 737-8 Aircraft Configuration [*]SA-21
A11HAZ/[*] 737-8 Aircraft Configuration [*]SA-21
A12HAZ/[*] 737-8 Aircraft Configuration [*]SA-21
A13HAZ/[*] 737-9 Aircraft Configuration [*]SA-21
A14HAZ/[*] 737-9 Aircraft Configuration [*]SA-21
A15HAZ 737-8 Baseline Aircraft Configuration [*]SA-21
A16HAZ 737-9 Baseline Aircraft Configuration [*]SA-21
A17HAZ/[*] 737-8 Aircraft Configuration [*]SA-24
A18HAZ/[*] 737-8 Aircraft Configuration [*]SA-24
A19HAZ/[*] 737-8 Aircraft Configuration [*]SA-25
A20HAZ/[*] 737-8 Aircraft Configuration [*]SA-25
A21HAZ/[*] 737-8 Aircraft Configuration [*]SA-25
A22HAZ/[*] 737-9 Aircraft Configuration [*]SA-25
A22-1
HAZ/[*] 737-9 Aircraft Configuration [*]     
SA-28
A23HAZ/[*] 737-9 Aircraft Configuration [*]SA-26
BAircraft Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS
AE1Escalation Adjustment - Airframe and Optional Features
BFE1BFE VariablesSA-9
CS1Customer Support Variables
EE1[*], Engine Warranty and Patent Indemnity
SLP1Service Life Policy Components


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Enclosure 1


TABLE OF CONTENTS
LETTER AGREEMENTSSA No.
LA-1208077AGTA Matters
LA-1208078R11
Advance Payment MattersSA-28
LA-1208079R2[*]SA-18
LA-1208080Assignment of Customer’s Interest to a Subsidiary or Affiliate
LA-1208081Other Matters
LA-1208082Demonstration Flight Waiver
LA-1208083R4[*]SA-17
LA-1208084Leasing Matters
LA-1208085Liquidated Damages for Non-Excusable Delay
LA-1208086Loading of Customer Software
LA-1208087R1Open Matters for 737-8 and 737-9 AircraftSA-4
LA-1208088Performance Matters
LA-1208089R1[*]SA-4
LA-1208090R11
Special Matters for 737-8 and 737-9 AircraftSA-28
LA-1208091AGTA Term Revisions for 737-8 and 737-9 Aircraft
LA-1208092[*]
LA-1208958[*]
LA-1208963[*]SA-4
LA-1209052[*]
LA-1300032[*]SA-4
LA-1400773[*]SA-4
LA-1401489[*]SA-4
LA-1701519Special Matters Related to [*]SA-10
LA-1701714Special Matters for 737-7 AircraftSA-24
LA-1704831Special Matters Relating to [*]SA-14
LA-1704362[*]SA-15
LA-1805016[*]SA-18
LA-1805303[*]SA-18
LA ###-###-####[*]SA-26
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Enclosure 1


TABLE OF CONTENTS
LA ###-###-####Miscellaneous Matters – Block I AircraftSA-27
LA ###-###-####Miscellaneous Matters – Block J AircraftSA-28

HAZ-PA-03791
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Table 1AEnclosure 2
to Purchase Agreement No. PA-03791
737-8 Block A [*] Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTOW:737-8181,200 poundsDetail Specification:D019A007-B (5/18/2012)
Engine Model/Thrust:CFM-LEAP-1B0 poundsAirframe 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:[*]
Seller Purchased Equipment (SPE) Estimate:[*]
Refundable Deposit/Aircraft at Proposal Accept:[*]
ManufacturerEscalationEscalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofSerialFactorP.A.Adv Payment Base[*][*][*][*]
DateAircraftNo.(Airframe)LesseeExhibit APrice Per A/P[*][*][*][*]
[*]-20181[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
HAZ-PA-03791 60521, 63035Boeing Proprietary
SA-28 Page 1 of 2

Table 1AEnclosure 2
to Purchase Agreement No. PA-03791
737-8 Block A [*] Aircraft Delivery, Description, Price and Advance Payments
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*][*][*][*][*][*][*]
[*]-2021[*][*][*][*][*][*]
Total:47
[*]
Manufacturer serial number is subject to change due to production changes.
HAZ-PA-03791 60521, 63035Boeing Proprietary
SA-28 Page 2 of 2

Table 1BEnclosure 3
to Purchase Agreement No. PA-03791
737-9 Block B [*] Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTOW:737-9194,700 poundsDetail Specification:D019A007-B (5/18/2012)
Engine Model/Thrust:CFM-LEAP-1B0 poundsAirframe 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:[*]
Seller Purchased Equipment (SPE) Estimate:[*]
[*]
Refundable Deposit/Aircraft at Proposal Accept:[*]
ManufacturerEscalationEscalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofSerialFactorP.A.Adv Payment Base[*][*][*][*]
DateAircraftNo.(Airframe)LesseeExhibit APrice Per A/P[*][*][*][*]
[*]-20191[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]1[*][*][*][*][*][*][*][*][*]
[*]-20221[*][*][*][*][*][*][*][*][*]
Total:15
Manufacturer serial number is subject to change due to production changes.
HAZ-PA-03791 60522-1F.TXTBoeing Proprietary
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Table 1JEnclosure 4
to Purchase Agreement No. PA-03791
737-8 Block J [*] Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTOW:737-8174,166 poundsDetail Specification:D019A008-B (5/18/2012)
Engine Model/Thrust:CFMLEAP-1B2525,000 poundsAirframe 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:[*]
Seller Purchased Equipment (SPE) Estimate:[*]
LIFT Seats Provided by Boeing (Estimate):[*]
Deposit per Aircraft:[*]
ManufacturerEscalationEscalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofSerialFactorLesseeP.A.[*][*][*][*][*]
DateAircraftNo.(Airframe)Exhibit A[*][*][*][*][*]
[*]-20211[*][*][*][*][*][*][*][*][*]
Total:1
Manufacturer serial number is subject to change due to production changes.
HAZ-PA-03791 117000-1F.txtBoeing Proprietary
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Enclosure 5

HAZ/[*] 737-8 AIRCRAFT CONFIGURATION [*]

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Exhibit A7-1

to Purchase Agreement Number PA-03791


HAZ-PA-03791-EXA7-1    
BOEING PROPRIETARY
SA-28 EXA Page 1

Enclosure 5

Exhibit A7-1

AIRCRAFT CONFIGURATION

Dated July 22, 2021

relating to

BOEING MODEL 737-8 AIRCRAFT

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 [*].

HAZ-PA-03791-EXA7-1    
BOEING PROPRIETARY
SA-28 EXA Page 2

Exhibit A7-1 to
Boeing Purchase Agreement
CustomerAir Lease Corporation - [*]
Model737-8
Base Date[*]
[*]
PA No. 3791 SA-28
Exhibit A7-1 [*]
 Boeing Proprietary Page 1 of 1

Enclosure 6

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

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Exhibit A22-1

to Purchase Agreement Number PA-03791


HAZ-PA-03791-EXA22-1
EXA Page 1

BOEING PROPRIETARY
SA-28

Enclosure 6

Exhibit A22-1

AIRCRAFT CONFIGURATION

Dated July 22, 2021

relating to

BOEING MODEL 737-9 AIRCRAFT

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 [*].

HAZ-PA-03791-EXA22-1
EXA Page 2

BOEING PROPRIETARY
SA-28

Exhibit A22-1 to
 Boeing Purchase Agreement
CustomerHAZ - Air Lease Corporation - [*]
Model737-8
Base Date[*]
[*]
PA No. 3791 SA-28
Exhibit A22-1 [*]
Boeing ProprietaryPage 1 of 1

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

HAZ-PA-03791-LA-1208078R11


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


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.
1.1Notwithstanding 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 Aircraft, as set forth below (Alternative Advance Payment Schedule).
[*]

1.2[*]

2.[*]

3.[*]

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Enclosure 7
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.

Very truly yours,

THE BOEING COMPANY
By/s/ Sydney A. Bard
ItsAttorney-in-fact
ACCEPTED AND AGREED TO this
Date:July 22 , 2021
AIR LEASE CORPORATION
By/s/ Grant Levy
ItsExecutive Vice President
HAZ-PA-03791-LA-1208078R11
Advance Payment Matters
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BOEING PROPRIETARY
Page 2

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



HAZ-PA-03791-LA-1208090R11


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


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:
1.1Basic 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 [*].
Basic Credit Memorandum
  Model Type
Aircraft Block[*]737-8 Aircraft737-9 Aircraft
737-9 [*]
737-8 [*]
Block A[*][*][*]
[*]
[*]
Block B[*][*]
[*]
[*]
[*]
Block C[*][*][*][*][*]
Block D[*][*][*][*][*]
Block E[*][*][*][*][*]
Block G[*][*][*][*][*]
Block H[*][*][*][*][*]

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BOEING PROPRIETARY

Enclosure 8
1.2Leasing Credit Memorandum. Customer expressly intends to lease the Aircraft and [*] to a third party or parties (Lessee or Lessees) who are in the commercial airline business as aircraft operators. As an additional consideration and incentive for entering into a lease for the Aircraft and [*] prior to delivery of each such Aircraft or [*], Boeing will issue to Customer a leasing credit memorandum (Leasing Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft or [*] minor model and [*]. Customer will not be permitted to assign this Leasing Credit Memorandum without the prior written consent of Boeing.

Leasing Credit Memorandum
  Model Type
Aircraft Block[*]737-8 Aircraft737-9 Aircraft
737-9 [*]
737-8 [*]
Block A[*][*]
[*]
[*][*]
Block B[*]
-[*]
[*]
[*][*]
Block C[*][*][*][*][*]
Block D[*]
[*]
[*][*][*]
Block E[*][*][*][*][*]
Block G[*][*][*][*][*]
Block H[*][*][*][*][*]

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[*]
HAZ-PA-03791-LA-1208090R11    SA-28
Special Matters for 737-8 and 737-9 Aircraft    Page 2
BOEING PROPRIETARY

Enclosure 8
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[*]
1.37Escalation 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.[*]

4.[*]

HAZ-PA-03791-LA-1208090R11    SA-28
Special Matters for 737-8 and 737-9 Aircraft    Page 3
BOEING PROPRIETARY

Enclosure 8
5.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.
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.

Very truly yours,

THE BOEING COMPANY
By/s/ Sydney A. Bard
Its
Attorney-in-fact
ACCEPTED AND AGREED TO this
Date:July 22, 2021
AIR LEASE CORPORATION
By/s/ Grant Levy
ItsExecutive Vice President

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Enclosure 9
The Boeing Company P.O. Box 3707 Seattle, WA 98124 2207
HAZ-PA-03791-LA ###-###-####

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

Subject:    Miscellaneous Matters – Block J 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 1J of the Purchase Agreement (Block J Aircraft).
    For purposes of this Letter Agreement, [*].

1.[*]

2.[*]

3.[*]


4.Maintenance Planning Document Tasks.
4.1In 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 J Aircraft. Without exception and for the Block J 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 J Aircraft prior to transfer of title of such Block J Aircraft.
4.2Boeing further confirms that the maintenance clock start-time for landing gear parts and the first landing gear overhaul for the Block J Aircraft begins on the issuance of the Certificate of Airworthiness.
4.3If there are any future deviations or exceptions to this approach on the timing of the maintenance clock start-time for the Block J Aircraft, as determined by the
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Enclosure 9
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.
4.4Upon delivery of the Block J Aircraft to Customer, Boeing will provide a list of all hard time parts, life limited parts and time tracked parts installed on the Block J 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 J Aircraft.
4.5Boeing 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.
HAZ-PA-03791-LA ###-###-####                        

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Enclosure 9

Very truly yours,

THE BOEING COMPANY
ACCEPTED AND AGREED TO this
Date:
July 22, 2021
AIR LEASE CORPORATIONTHE BOEING COMPANY
By:/s/ Grant LevyBy:/s/ Sydney A. Bard
Name:Grant LevyName:Sydney A. Bard
Title:Executive Vice PresidentTitle:Attorney-In-Fact

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

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