Document

EX-10.106 3 ex10106-q422.htm EX-10.106 Document

Exhibit 10.106

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. 32
to
Purchase Agreement No. 03791
between
THE BOEING COMPANY
and
AIR LEASE CORPORATION

THIS SUPPLEMENTAL AGREEMENT is entered into as of October 18, 2022 (Supplemental Agreement No. 32) 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 [*].

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 to this Supplemental Agreement No. 32, and incorporated into the Purchase Agreement. The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 32.

2.TABLES.

2.1Table 1A is deleted in its entirety and replaced by a revised Table 1A, provided as Enclosure 2 to this Supplemental Agreement No. 32, which is incorporated into the Purchase Agreement by this reference. The new Table 1A [*]. The new Table 1A also [*].

2.2Table 1B is deleted in its entirety and replaced by a revised Table 1B, provided as Enclosure 3 to this Supplemental Agreement No. 32, which is incorporated


HAZ-PA-03791	1	SA-32
	BOEING PROPRIETARY

into the Purchase Agreement by this reference. The new Table 1B [*]. The new Table 1B also [*].

2.3Table 1C is deleted in its entirety and replaced by a revised Table 1C, provided as Enclosure 4 to this Supplemental Agreement No. 32, which is incorporated into the Purchase Agreement by this reference. The new Table 1C [*].

2.4Table 1G is deleted in its entirety and replaced by a revised Table 1G, provided as Enclosure 5 to this Supplemental Agreement No. 32, which is incorporated into the Purchase Agreement by this reference. The new Table 1G [*].

2.5Table 1H1 is deleted in its entirety and replaced by a revised Table 1H1, provided as Enclosure 6 to this Supplemental Agreement No. 32, which is incorporated into the Purchase Agreement by this reference. The new Table 1H1 [*]. The new Table 1H1 also [*].

2.6Table 1H6 is deleted in its entirety and replaced by a revised Table 1H6, provided as Enclosure 7 to this Supplemental Agreement No. 32, which is incorporated into the Purchase Agreement by this reference. The new Table 1H6[*].

2.7Table 1J is provided as Enclosure 8 to this Supplemental Agreement No. 32, which is incorporated into the Purchase Agreement by this reference. The new Table 1J [*].

2.8Table 1K is provided as Enclosure 9 to this Supplemental Agreement No. 32, which is incorporated into the Purchase Agreement by this reference. The new Table 1K [*].

3.LETTER AGREEMENTS.

3.1Letter Agreement HAZ-PA-03791-LA-1208090R13, entitled “[*],” is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208090R14, entitled “[*],” which is provided as Enclosure 10 to this Supplemental Agreement No. 32, and incorporated into the Purchase Agreement.

3.2Letter Agreement HAZ-PA-03791-LA-1208079R2, entitled “[*],” is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208079R3, entitled “[*],” which is provided as Enclosure 11 to this Supplemental Agreement No. 32, and incorporated into the Purchase Agreement.

4.MISCELLANEOUS.

4.1All terms used but not defined in this Supplemental Agreement No. 32 will have the same meaning as such terms have in the Purchase Agreement.

4.2This Supplemental Agreement No. 32 will become effective upon execution and receipt by both parties of this Supplemental Agreement No. 32. The terms of this Supplemental Agreement No. 32 will expire if not executed by October 19, 2022.

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


HAZ-PA-03791	2	SA-32
	BOEING PROPRIETARY

THE BOEING COMPANY

AIR LEASE CORPORATION

By:

/s/ Craig Simmons

By:

/s/ Grant Levy

Its:

Attorney-In-Fact

Its:

Executive Vice President


HAZ-PA-03791	3	SA-32
	BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS


ARTICLES		SA No.
Article 1.	Quantity, Model and Description	SA-4
Article 2.	Delivery Schedule
Article 3.	Price
Article 4.	Payment
Article 5.	Additional Terms


TABLES
1A	737-8 Block A Aircraft Information Table [*]	SA-32
1B	737-9 Block B Aircraft Information Table [*]	SA-32
1C	737-8 Block C Aircraft Information Table [*]	SA-32
1D	737-8 Block D Aircraft Information Table [*]	SA-26
1E	737-8 Block E Aircraft Information Table [*]	SA-29
1F	737-7 Block F Aircraft Information Table [*]	SA-24
1G	737-8 Block G Aircraft Information Table [*]	SA-32
1H1	737-8 Block H1 Aircraft Information Table [*]	SA-32
1H2	737-8 Block H2 Aircraft Information Table [*]	SA-29
1H3	737-8 Block H3 Aircraft Information Table [*]	SA-29
1H4	737-8 Block H4 Aircraft Information Table [*]	SA-29
1H5	737-8 Block H5 Aircraft Information Table [*]	SA-31
1H6	737-8 Block H6 Aircraft Information Table [*]	SA-32
1I	737-8 Block I Aircraft Information Table [*]	SA-27
1J	737-8 Block J Aircraft Information Table [*]	SA-32
1K	737-8 Block K Aircraft Information Table [*]	SA-32
1L	737-9 Block L Aircraft Information Table [*]	SA-31


HAZ-PA-03791	i	SA-32
	BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS


EXHIBITS
A1	HAZ/[*] 737-8 Aircraft Configuration	SA-16
A2	HAZ/[*] 737-8 Aircraft Configuration	SA-16
A2-1	HAZ/[*] 737-8 Aircraft Configuration (Block I)	SA-27
A3	HAZ/[*] 737-8 Aircraft Configuration	SA-16
A4	HAZ/[*] 737-8 Aircraft Configuration	SA-16
A5	HAZ/[*] 737-8 Aircraft Configuration	SA-16
A6	HAZ/[*] 737-9 Aircraft Configuration	SA-19
A7	HAZ/[] 737-8 Aircraft Configuration []	SA-21
A7-1	HAZ/[] 737-8 Aircraft Configuration [] (Block J)	SA-28
A8	HAZ/[] 737-8 Aircraft Configuration []	SA-21
A9	HAZ/[] 737-8 Aircraft Configuration []	SA-21
A10	HAZ/[] 737-8 Aircraft Configuration []	SA-21
A11	HAZ/[] 737-8 Aircraft Configuration []	SA-21
A12	HAZ/[] 737-8 Aircraft Configuration []	SA-21
A13	HAZ/[] 737-9 Aircraft Configuration []	SA-21
A14	HAZ/[] 737-9 Aircraft Configuration []	SA-21
A15	HAZ 737-8 Baseline Aircraft Configuration [*]	SA-21
A16	HAZ 737-9 Baseline Aircraft Configuration [*]	SA-21
A17	HAZ/[] 737-8 Aircraft Configuration []	SA-24
A18	HAZ/[] 737-8 Aircraft Configuration []	SA-24
A19	HAZ/[] 737-8 Aircraft Configuration []	SA-25
A20	HAZ/[] 737-8 Aircraft Configuration []	SA-25
A21	HAZ/[] 737-8 Aircraft Configuration []	SA-25
A22	HAZ/[] 737-9 Aircraft Configuration []	SA-25
A22-1	HAZ/[] 737-9 Aircraft Configuration []	SA-28
A23	HAZ/[] 737-9 Aircraft Configuration []	SA-26
A24	HAZ/[] 737-8 Aircraft Configuration []	SA-31
B	Aircraft Delivery Requirements and Responsibilities


SUPPLEMENTAL EXHIBITS
AE1	Escalation Adjustment - Airframe and Optional Features
BFE1	BFE Variables	SA-9
CS1	Customer Support Variables
EE1	[*], Engine Warranty and Patent Indemnity
SLP1	Service Life Policy Components


HAZ-PA-03791	ii	SA-32
	BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS


LETTER AGREEMENTS		SA No.
LA-1208077	AGTA Matters
LA-1208078R12	Advance Payment Matters	SA-31
LA-1208079R3	[*]	SA-32
LA-1208080	Assignment of Customer’s Interest to a Subsidiary or Affiliate
LA-1208081	Other Matters
LA-1208082	Demonstration Flight Waiver
LA-1208083R4	[*]	SA-17
LA-1208084	Leasing Matters
LA-1208085	Liquidated Damages for Non-Excusable Delay
LA-1208086	Loading of Customer Software
LA-1208087R1	Open Matters for 737-8 and 737-9 Aircraft	SA-4
LA-1208088	Performance Matters
LA-1208089R1	[*]	SA-4
LA-1208090R14	Special Matters for 737-8 and 737-9 Aircraft	SA-32
LA-1208091	AGTA 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-1701519	Special Matters Related to [*]	SA-10
LA-1701714	Special Matters for 737-7 Aircraft	SA-24
LA-1704831	Special Matters Relating to [*]	SA-14
LA-1704362	[*]	SA-15
LA-1805016R1	[*]	SA-31
LA-1805303	[*]	SA-18
LA-2003489	[*]	SA-26
LA-2100098	Miscellaneous Matters – Block I Aircraft	SA-27
LA-2101360	Miscellaneous Matters – Block J Aircraft	SA-28


HAZ-PA-03791	iii	SA-32
	BOEING PROPRIETARY


	Table 1A	Enclosure 2
to Purchase Agreement No. PA-03791 737-8 Block A [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-8

181200 pounds

Detail Specification:

D019A007-B (5/18/2012)

Engine Model/Thrust:

CFM-LEAP-1B

0 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:

[*]

Seller Purchased Equipment (SPE) Estimate:

[*]

Refundable Deposit/Aircraft at Proposal Accept:

[*]

Manufacturer

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery

Number of

Serial

Factor

P.A.

Adv Payment Base

[*]

Date

Aircraft

No.

(Airframe)

Lessee

Exhibit A

Price Per A/P

[*]

[*]-2018

[*]


HAZ-PA-03791 60521, 63035			Boeing Proprietary			SA-32 Page 1 of 2


	Table 1A	Enclosure 2
to Purchase Agreement No. PA-03791 737-8 Block A [*] Aircraft Delivery, Description, Price and Advance Payments

[*]

[*]-2024

[*]

Total:

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


HAZ-PA-03791 60521, 63035			Boeing Proprietary			SA-32 Page 2 of 2


	Table 1B	Enclosure 3
to Purchase Agreement No. PA-03791 737-9 Block B [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-9

194,700 pounds

Detail Specification:

D019A007-B (5/18/2012

Engine Model/Thrust:

CFMLEAP-1B28

27,900 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:

[*]

Seller Purchased Equipment (SPE) Estimate:

[*]

Refundable Deposit/Aircraft at Proposal Accept:

[*]

Manufacturer

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery

Number of

Serial

Factor

P.A.

Adv Payment Base

[*]

Date

Aircraft

No.

(Airframe)

Lessee

Exhibit A

Price Per A/P

[*]

[*]-2019

[*]


HAZ-PA-03791 60522-1F.TXT			Boeing Proprietary			SA-32 Page 1 of 2


	Table 1B	Enclosure 3
to Purchase Agreement No. PA-03791 737-9 Block B [*] Aircraft Delivery, Description, Price and Advance Payments

[*]

[*]-2024

[*]

Total:

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


HAZ-PA-03791 60522-1F.TXT			Boeing Proprietary			SA-32 Page 2 of 2


	Table 1C	Enclosure 4
to Purchase Agreement No. PA-03791 737-8 Block C [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-8

181,200 pounds

Detail Specification:

D019A008-J (1/16/2015)

Engine Model/Thrust:

CFMLEAP-1B25

25,000 pounds

Airframe Price Base Year/Escalation Formula:

[*]

Airframe Price:

[*]

Engine Price Base Year/Escalation Formula:

[*]

Estimated 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:

[*]

Manufacturer

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery

Number of

Serial

Factor

P.A.

Adv Payment Base

[*]

Date

Aircraft

No.

(Airframe)

Lessee

Exhibit A

Price Per A/P

[*]

[*]-2019

[*]

[*]-2022

[*]

Total:

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


HAZ-PA-03791 73166-1F.TXT			Boeing Proprietary			SA-32 Page 1


	Table 1G	Enclosure 5
to Purchase Agreement No. PA-03791 737-8 Block G [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-8

181,200 pounds

Detail Specification:

D019A008-P (5/1/2017)

Engine Model/Thrust:

CFMLEAP-1B27

26,400 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:

[*]

Seller Purchased Equipment (SPE) Estimate:

[*]

LIFT Seats Provided by Boeing (Estimate):

[*]

Refundable Deposit/Aircraft at Proposal Accept:

[*]

Manufacturer

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery

Number of

Serial

Factor

Lessee

P.A.

Adv Payment Base

[*]

Date

Aircraft

No.

(Airframe)

Exhibit A

Price Per A/P

[*]

[*]-2022

[*]

[*]-2022

[*]

Total:

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


HAZ-PA-03791 107613-1F.txt and 108782-1F.txt			Boeing Proprietary			SA-32 Page 1


	Table 1H1	Enclosure 6
to Purchase Agreement No. PA-03791 737-8 Block H1 [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-8

181,200 pounds

Detail Specification:

D019A008-R (12/8/2017)

Engine Model/Thrust:

CFMLEAP-1B27

26,400 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:

[*]

Seller Purchased Equipment (SPE) Estimate:

[*]

LIFT Seats Provided by Boeing (Estimate):

[*]

Deposit per Aircraft:

[*]

Manufacturer

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery

Number of

Serial

Factor

Lessee

P.A.

Adv Payment Base

[*]

Date

Aircraft

No.

(Airframe)

Exhibit A

Price Per A/P

[*]

[*]-2023

[*]

[*]-2023

[*]

Total:

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


HAZ-PA-03791 109141-1F.txt			Boeing Proprietary			SA-32 Page 1


	Table 1H6	Enclosure 7
to Purchase Agreement No. PA-03791 737-8 Block H6 [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-8

182,200

Detail Specification:

D019A008-R (12/8/2017)

Engine Model/Thrust:

CFMLEAP-1B27

26,400 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:

[*]

Seller Purchased Equipment (SPE) Estimate:

[*]

LIFT Seats Provided by Boeing (Estimate):

[*]

Deposit per Aircraft:

[*]

Manufacturer

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery

Number of

Serial

Factor

Lessee

P.A.

Adv Payment Base

[*]

Date

Aircraft

No.

(Airframe)

Exhibit A

Price Per A/P

[*]

[*]-2024

[*]

[*]-2025

[*]

Total:

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


HAZ-PA-03791 109141-1F.txt			Boeing Proprietary			SA-32 Page 1


	Table 1J	Enclosure 8
to Purchase Agreement No. PA-03791 737-8 Block J [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-8

174,166 pounds

Detail Specification:

D019A008-B (5/18/2012)

Engine Model/Thrust:

CFMLEAP-1B25

25,000 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:

[*]

Seller Purchased Equipment (SPE) Estimate:

[*]

LIFT Seats Provided by Boeing (Estimate):

[*]

Deposit per Aircraft:

[*]

Manufacturer

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery

Number of

Serial

Factor

Lessee

P.A.

Adv Payment Base

[*]

Date

Aircraft

No.

(Airframe)

Exhibit A

Price Per A/P

[*]

[*]-2022

[*]

Total:

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


HAZ-PA-03791 117000-1F.txt			Boeing Proprietary			SA-32 Page 1


	Table 1K	Enclosure 9
to Purchase Agreement No. PA-03791 737-8 Block K [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-8

159,400 pounds

Detail Specification:

D019A008-Y (12/18/2020)

Engine Model/Thrust:

CFMLEAP-1B27

26,400 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:

[*]

Seller Purchased Equipment (SPE)/In-Flight Entertainment (IFE) Estimate:

[*]

LIFT Seats Provided by Boeing (Estimate):

[*]

Refundable Deposit/Aircraft at Proposal Accept:

[*]

Manufacturer

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery

Number of

Serial

Factor

Lessee

P.A.

Adv Payment Base

[*]

Date

Aircraft

No.

(Airframe)

Exhibit A

Price Per A/P

[*]

[*]-2025

[*]

[*]-2026

[*]

Total:


HAZ-PA-03791 118056-1F.txt			Boeing Proprietary			SA-32 Page 1


									Enclosure 10
						The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

HAZ-PA-03791-LA-1208090R14

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 and [*].

Basic Credit Memorandum

Model Type

Aircraft Block

[*]

737-8 Aircraft

737-9 Aircraft

737-9 [*]

737-8 [*]

Block A

[*]

Block B

[*]

Block C

[*]

Block D

[*]

Block E

[*]

Block G

[*]

Block H

[*]

Block K

[*]

Block L

[*]

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


						SA-32 Page 1
			BOEING PROPRIETARY


									Enclosure 10

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 Aircraft

737-9 Aircraft

737-9 [*]

737-8 [*]

Block A

[*]

Block B

[*]

Block C

[*]

Block D

[*]

Block E

[*]

Block G

[*]

Block H

[*]

Block K

[*]

Block L

[*]

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[*]


HAZ-PA-03791-LA-1208090R14		SA-32
Special Matters for 737-8 and 737-9 Aircraft		Page 2
	BOEING PROPRIETARY


									Enclosure 10

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[*]

1.38[*]

1.39[*]

1.40[*]

1.41[*]

1.42[*]

1.43[*]

1.44[*]

1.45[*]

1.46[*]

1.47[*]

1.48Escalation 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-1208090R14		SA-32
Special Matters for 737-8 and 737-9 Aircraft		Page 3
	BOEING PROPRIETARY


									Enclosure 10

5.[*]

6.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.

7.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 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,

THE BOEING COMPANY

/s/ Craig Simmons

Its

Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:

October 18, 2022

AIR LEASE CORPORATION

/s/ Grant Levy

Its

Executive Vice President


HAZ-PA-03791-LA-1208090R14		SA-32
Special Matters for 737-8 and 737-9 Aircraft		Page 4
	BOEING PROPRIETARY


									Enclosure 11
						The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

HAZ-PA-03791-LA-1208079R3

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 737-7, 737-8 and 737-9 aircraft

1.[*]

2.[*]

3.[*]

4.[*]

5.[*]

6.[*]

7.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.

8.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 8) 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 8. Customer shall be fully responsible to Boeing for compliance with such obligations.


HAZ-PA-03791-LA-1208079R3		SA-32
[*]		Page 1
	BOEING PROPRIETARY


									Enclosure 11

Very truly yours,


THE BOEING COMPANY

By	/s/ Craig Simmons

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		October 18, 2022

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President


HAZ-PA-03791-LA-1208079R3		SA-32
[*]		Page 2
	BOEING PROPRIETARY