Supplemental Agreement No. 17 to Purchase Agreement No. PA-03791, dated March 29, 2018, by and between Air Lease Corporation and The Boeing Company

EXHIBIT 10.7

Confidential Treatment

Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 17

to

Purchase Agreement No. 03791

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

THIS SUPPLEMENTAL AGREEMENT is entered into as of March 29, 2018  (Supplemental Agreement No. 17)  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;  and

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to document Customer’s purchase of eight (8) incremental Boeing model 737-8 aircraft, [*]  (Block G Aircraft).

All terms used but not defined in this Supplemental Agreement No. 17 will have the same meaning as the Purchase Agreement.

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. 17.

2.        TABLES.

1.        Table 1G, “737-8 Block G  [*] Aircraft Delivery, Description, Price and Advance Payments,” which is provided as Enclosure 2 to this Supplemental Agreement No. 17,  and incorporated into the Purchase Agreement to reflect the delivery positions of the Block G Aircraft.

2.        Unless otherwise stated Tables 1A-R1, 1B, 1C, 1D, 1E, 1F, and 1G will, collectively, be Table 1.

3.        Letter Agreements.

a.        Letter Agreement No. HAZ-PA-03791-LA-1208078R4, titled ”Advance Payment Matters,” is deleted in its entirety and replaced with new Letter Agreement No. HAZ-PA-03791-LA-1208078R5, titled ”Advance Payment Matters,” which is provided as Enclosure 3  to this Supplemental Agreement No. 17, and incorporated into the Purchase Agreement to document the advance payment terms related to the Block G Aircraft.

b.        Letter Agreement No. HAZ-PA-03791-LA-1208083R3, titled [*] is deleted in its entirety and replaced with new Letter Agreement No. HAZ-PA-03791-LA-1208083R4, titled [*]  which is provided as Enclosure 4 to this Supplemental Agreement No. 17, and incorporated into the Purchase Agreement to document [*] the Block G Aircraft.

c.        Letter Agreement HAZ-PA-03791-LA-1208090R6, titled “Special Matters for 737-8 and 737-9 Aircraft,”  is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208090R7, titled “Special Matters for 737-8 and 737-9 Aircraft,” which is provided as Enclosure 5 to this Supplemental Agreement No. 17 and incorporated into the Purchase Agreement to document the business considerations related to the purchase of the Block G Aircraft.

The Purchase Agreement will be deemed to be amended to the extent herein provided and as so amended will continue in full force and effect.  The terms of this Supplemental Agreement No. 17 will expire if not executed by March 31, 2018.

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

Attachments

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

Table 1G To

Purchase Agreement No. PA-03791

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

Table 1G To

Purchase Agreement No. PA-03791

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

[*]

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

HAZ-PA-03791-LA-1208078R5

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.

1.1      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      [*]

2.        [*]

3.        [*]

4.        [*]

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

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,

HAZ-PA-03791-LA-1208083R4

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:         [*]

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.        [*]

2.        [*]

3.        [*]

4.        [*]

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 taking title to the Aircraft at the time of delivery and leasing the Aircraft to commercial operators and becoming the operator of 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.

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,

Attachment A to Letter Agreement HAZ-PA-03791-LA-1208083R4

[*]

[*]

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

Attachment B to Letter Agreement HAZ-PA-03791-LA-1208083R4

[*]

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

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

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

HAZ-PA-03791-LA-1208090R7

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:

1.1      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 [*].

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

1.2      Leasing 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.

1.3      [*]

1.4      [*]

1.5      [*]

1.6      [*]

1.7      [*]

1.8      [*]

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

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    [*]

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

1.25    [*]

1.26    [*]

1.27    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.                   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.

3.                   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 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.

Very truly yours,